Worldsec Regulatory News (WSL)

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF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.

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.