TIDMWSL
RNS Number : 6615J
Worldsec Ld
03 April 2018
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the open offer and
subsequent placings ( together, the "Issues") and the admission of
the new ordinary shares of US$0.001 each in the Company ("New
Shares") to be issued pursuant to the Issues to listing on the
premium listing segment of the Official List of the Financial
Conduct Authority ("FCA") and to trading on the Main Market for
listed securities of London Stock Exchange plc (together,
"Admission") has been published by Worldsec Limited ("Worldsec" or
the "Company" and, together with its subsidiaries, the "Group"). A
copy of the Prospectus is available on the Company's website
(www.Worldsec.com) and is available for viewing at the National
Storage Mechanism at https://www.morningstar.co.uk/uk/NSM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
3 April 2018
Worldsec Limited
("Worldsec" or "the Company")
Result of Open Offer
Further to the announcement of the Open Offer on 13 March 2018,
Worldsec is pleased to announce that it has raised gross proceeds
of US$4.2 million through the issue of 28,367,290 New Shares at
US$0.15 per share.
The Company has received valid acceptances under the Open Offer
from Qualifying Shareholders in respect of 18,645,729 Ordinary
Shares. Henry Cheong, Deputy Chairman of the Company, has
subscribed for the balance of 9,721,561 Ordinary Shares not taken
up in the Open Offer in his capacity as Underwriter. Subject to
Admission, Henry Cheong will have a beneficial interest in
38,978,870 Ordinary Shares, representing 45.80 per cent. of the
Company's Enlarged Share Capital (see note below).
Application has been made to the UKLA for the New Shares to be
admitted to the premium segment of the Official List and to the
London Stock Exchange to be admitted to trading on the London Stock
Exchange's main market for listed securities. It is expected that
Admission will become effective and that dealings in the New Shares
will commence at 8.00 a.m. on 4 April 2018. The New Ordinary Shares
(in uncertificated form) are expected to be credited to CREST
accounts on 4 April 2018 and definitive share certificates for the
New Ordinary Shares are expected to be despatched to certificated
shareholders in the week commencing 9 April 2018.
Following Admission, the Company will have 85,101,870 Ordinary
Shares in issue. No Ordinary Shares are held in treasury. The total
number of voting rights of the Company will be 85,101,870 and this
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company.
For further information,
please contact:
Worldsec Limited
Henry Cheong, Deputy Chairman Hong Kong Tel: +852
2868 9217
Smith & Williamson Corporate
Finance Limited
("Smith & Williamson")
Azhic Basirov, David Jones UK Tel: +44 (0)20 7131
4000
Note: Henry Cheung's interest comprises: 14,303,870 Ordinary
Shares (representing 16.81 per cent. of the Company's Enlarged
Share Capital) held directly; 15,000,000 Ordinary Shares
(representing 17.63 per cent. of the Company's Enlarged Share
Capital) held via HC Investment Holdings Limited, in which Henry
Cheung holds 100 per cent. of the issued share capital; and
9,675,000 Ordinary Shares (representing 11.37 per cent. of the
Company's Enlarged Share Capital) held via Grand Acumen Holdings
Limited, in which Henry Cheung holds 25 per cent. of the issued
share capital.
Important Notice
This Announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, or subscribe for, the New
Shares or any other securities to any person in Australia, Canada,
Japan or South Africa, or the United States or in any jurisdiction
to whom or in which such offer or solicitation is unlawful. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Japan or South Africa. The offer and sale of
the securities referred to herein has not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, Japan or South Africa. The
availability of the Open Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any application requirements.
The New Shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States or under any securities
laws of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States, or
within any of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful. There will be no
public offer of the New Shares in the United States.
The distribution of this Announcement and the offering of the
New Shares in jurisdictions other than the United Kingdom may be
restricted by law. No action has been taken by the Company or Smith
& Williamson that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Smith & Williamson to inform themselves about, and
to observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Announcement is for information only and does not
constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities or investment advice in any
jurisdiction.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied is, or will be made as to, or in relation to,
and no responsibility or liability is, or will be, accepted by
Smith & Williamson or by any of their affiliates or agents as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Smith & Williamson Corporate Finance Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, has been appointed to act as financial adviser
to the Company in connection with the Issues. Dickson Minto W.S.,
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, has been appointed to act as sponsor
and UK solicitor to the Company in connection with the Issues.
Persons viewing this announcement should note that, in connection
with the Issues, Smith & Williamson Corporate Finance Limited
and Dickson Minto W.S. are acting exclusively for the Company and
no one else. Apart from the responsibilities and liabilities, if
any, which may be imposed on Smith & Williamson Corporate
Finance Limited and/or Dickson Minto W.S. by FSMA, Smith &
Williamson Corporate Finance Limited and/or Dickson Minto W.S. will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Smith & Williamson
Corporate Finance Limited and Dickson Minto W.S. or for advising
any other person on the transactions and arrangements described in
this announcement. No representation or warranty, express or
implied, is made by Smith & Williamson Corporate Finance
Limited and/or Dickson Minto W.S. as to any of the contents of this
announcement for which the Company and the Directors are solely
responsible. Neither Smith & Williamson Corporate Finance
Limited nor Dickson Minto W.S. has authorised the contents of, or
any part of, this announcement and (without limiting the statutory
rights of any person to whom this announcement is issued) no
liability whatsoever is accepted by Smith & Williamson
Corporate Finance Limited and/or Dickson Minto W.S. for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information, for
which the Company and the Directors are solely responsible.
Accordingly, Smith & Williamson Corporate Finance Limited and
Dickson Minto W.S. disclaim (to the extent permitted by law) any
liability which they might otherwise have in respect of any of the
information or opinions contained in this announcement, whether
arising in tort, contract or otherwise.
This announcement should be read in conjunction with the full
text of the prospectus published by the Company on 13 March 2018.
Capitalised terms used and not otherwise defined in this
announcement have the meaning given to them in the Prospectus.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUOOURWWASRAR
(END) Dow Jones Newswires
April 03, 2018 08:40 ET (12:40 GMT)
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