OpenLearning Adds $500,000 Philippine Commitment, Totals $1.48M

OpenLearning has locked in a $500,000 investment from Philippine conglomerate World Citi Group, lifting its capital raising commitments to about $1.48 million ahead of a share offer opening on 19 November.
By Josua Ferreira -
  • World Citi Group of Companies has invested $500,000 in OpenLearning at one cent a share, the same terms as other participants, taking the placement to $930,000.
  • Total commitments now stand at about $1.48 million, including about $550,000 from directors and the largest shareholder, ECA Investments Group.
  • The Philippines is OpenLearning's fastest growing market, with yearly subscription income there up 40% over the quarter to about $0.73 million.
  • World Citi Colleges has already signed up for the learning platform, and the two groups will explore linking it with the OrangeApps student system.
  • The share offer for existing shareholders opens on 19 November and closes on 4 December 2026, is not underwritten and has no minimum.
Summarise with AI:

World Citi Group invests $500,000 in OpenLearning, lifting raising commitments to $1.48 million

OpenLearning (ASX: OLL) has announced a $500,000 strategic investment from World Citi Group of Companies, Inc., a private Philippine conglomerate, on the same terms as the other participants in the Placement and the Entitlement Offer. Total commitments in the capital raising now stand at approximately $1.48 million.

World Citi Group’s businesses span healthcare, education (World Citi Colleges and WCC Aeronautical and Technological College), aviation, real estate, leisure, food and technology.

The total is made up of the previously announced $430,000 placement, this $500,000 investment (taking the Placement to $930,000), and approximately $550,000 committed by Directors to take up under the Entitlement Offer, including largest shareholder ECA Investments Group Pty Ltd.

OpenLearning Capital Commitments Breakdown

World Citi Group statement to OpenLearning

“Our investment in OpenLearning reflects our confidence in its technology, growth potential and vision for the future of education…”

World Citi Group also said it looks forward to exploring strategic collaboration opportunities with OpenLearning in digital learning.

The Placement terms are:

  • 50,000,000 new fully paid ordinary shares at $0.010 per share
  • 50,000,000 free attaching options exercisable at $0.015, expiring on 31 October 2027
  • Issued within existing placement capacity under ASX Listing Rules 7.1 and 7.1A, without shareholder approval
  • Managed directly by the Company, with no lead manager or broker appointed and no brokerage, placement or other fees payable

Why the Philippines and the record quarter matter

The Philippines is OpenLearning’s fastest growing market, with Philippine SaaS ARR up 40% quarter-on-quarter to $0.73 million at 30 September 2026. More than 20 institutions are now on the platform.

In September 2026, OpenLearning secured a five-year, $1.75 million agreement with one of the country’s largest private institutions.

The same month also brought two Philippine university agreements covering 16,700 students, lifting the institutional count in a market of nearly 2,000 higher education providers.

There is also a direct commercial link. World Citi Colleges recently signed up to OpenLearning’s LMS for one of its campuses, and World Citi Group holds an interest in OrangeApps, a student management system used by more than 50 institutions in the Philippines.

The two companies will explore collaboration opportunities across their education and technology businesses, including the integration of OpenLearning’s LMS with OrangeApps. The agreement is not material to the Company and was not separately announced on the ASX.

The investment follows the September 2026 quarter (Q1 FY27 period, July to September 2026), in which OpenLearning recorded:

  • SaaS ARR at a record $3.44 million, up 21% YoY
  • The 19th consecutive quarter of SaaS ARR growth
  • Over $2.8 million of new minimum SaaS contract value signed, the highest quarterly total in the Company’s history, across the Philippines, Malaysia, Australia and Indonesia, as institutions move to larger, multi-year LMS contracts

Adam Brimo, Group CEO & Managing Director

“This investment is a strong vote of confidence in OpenLearning and in the opportunity we see across Southeast Asian higher education…”

“…With our Board and largest shareholder also investing, close to $1.5 million is now committed on the same terms we are offering every eligible shareholder when the Entitlement Offer opens on 19 November.”

What the placement means for the Entitlement Offer

The placement shares are expected to be issued after the Record Date, so they will not participate in the Entitlement Offer. The size of the Entitlement Offer is therefore unchanged at up to approximately 206,284,950 new shares and New Options, raising up to approximately $2.06 million.

The offer is not underwritten and carries no minimum, a structure first set out when OpenLearning reported $980,000 in commitments, alongside the thin $0.87 million half-year cash balance that frames the use of funds.

Under the Entitlement Offer, eligible shareholders with a registered address in Australia, New Zealand, Malaysia or Singapore can subscribe for one new share for every four held at $0.010, with one free New Option for every new share subscribed for.

A pro-rata entitlement offer invites existing shareholders to buy new shares in proportion to what they already hold. Here, a holder of four shares is entitled to apply for one new share.

ECA’s voting power is expected to reduce from approximately 59.31% to approximately 55.9% after the placement shares are issued, prior to ECA’s participation in the Entitlement Offer.

Because the additional placement is a new circumstance that is material to investors, the Company will lodge a supplementary prospectus with ASIC and release it on ASX before the Entitlement Offer opens.

What happens next for OpenLearning shareholders

  1. The Record Date for the Entitlement Offer is Monday 16 November 2026, 7:00pm (AEDT).
  2. The placement shares and New Options are expected to be issued on or about Wednesday 18 November 2026, after receipt of subscription funds and after the Record Date.
  3. The supplementary prospectus is to be lodged with ASIC and released on ASX before the Entitlement Offer opens.
  4. The Entitlement Offer opens on Thursday 19 November 2026, when the Prospectus and personalised Entitlement and Acceptance Forms are despatched.
  5. The Entitlement Offer closes on Friday 4 December 2026, 5:00pm (AEDT).

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Frequently Asked Questions

Who is World Citi Group and why did it invest in OpenLearning?

World Citi Group of Companies is a private Philippine conglomerate with businesses in healthcare, education, aviation, real estate, leisure, food and technology. It invested $500,000 in OpenLearning and says it backs the company's technology and growth potential.

What is a pro-rata entitlement offer?

A pro-rata entitlement offer lets existing shareholders buy new shares in proportion to what they already hold. In this case, holders of four shares can apply for one new share at one cent, with one free option for each new share.

How much has OpenLearning raised in its capital raising so far?

Commitments total about $1.48 million. That is made up of a $930,000 placement and about $550,000 from directors, including the largest shareholder, in the entitlement offer.

When does the OpenLearning entitlement offer open and close?

The offer opens on Thursday 19 November 2026 and closes on Friday 4 December 2026 at 5:00pm Sydney time. The record date for eligible shareholders is Monday 16 November 2026.

Does the World Citi Group placement change the size of the entitlement offer?

No. The placement shares are expected to be issued after the record date, so the entitlement offer stays at up to about 206 million new shares, raising up to about $2.06 million.

Josua Ferreira
By Josua Ferreira
Partnership Director
Josua Ferreira holds a Bachelor of Commerce in Marketing and Advertising and brings a background in publication, business development, and ASX market storytelling. He has worked with listed companies across the resource sector and broader market, combining sharp commercial instincts with a genuine commitment to keeping investors informed.
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