Key Highlights

  • World Citi Group, a Philippine conglomerate, will invest $500,000 in OpenLearning on the same terms as other Placement participants and the entitlement offer.
  • Total commitments to the Capital raising are approximately $1.48 million, including the $430,000 placement, the new $500,000 Investment and about $550,000 from directors.
  • OpenLearning reported record SaaS ARR of $3.44 million at 30 September 2026, up 21% year on year.
  • The entitlement offer opens on 19 November 2026 and closes on 4 December 2026, at $0.010 per share.

OpenLearning Limited (ASX:OLL) has announced a $500,000 strategic investment from World Citi Group of Companies, Inc. The AI-powered learning management system provider says the investment takes total placement commitments to $930,000 and brings total commitments to its capital raising to approximately $1.48 million. The investment follows a September 2026 quarter in which the company reported record recurring revenue.

Terms of the Investment

The investment will be made by way of a placement of 50 million new fully paid ordinary shares at $0.010 each, with 50 million free attaching Options exercisable at $0.015 and expiring on 31 October 2027. The terms match those of the company’s existing placement participants, directors and the entitlement offer. The shares are expected to be issued on or about 18 November 2026, after the entitlement offer record date, and will therefore not participate in the offer.

The placement was managed directly by the company, with no lead manager or broker appointed and no brokerage, placement or other fees payable. The company says the entitlement offer size is unchanged at up to about 206,284,950 new shares and options, raising up to about $2.06 million. Because of the placement, ECA Investments Group’s voting power will fall from about 59.31% to about 55.9% before it takes up its entitlement. The company will lodge a supplementary prospectus with ASIC and release it on ASX before the offer opens.

World Citi Group and Commercial Ties

World Citi Group operates education institutions including World Citi Colleges and the WCC Aeronautical and Technological College, along with hospitals, real estate, aviation and technology businesses. World Citi Colleges has recently signed up to OpenLearning’s LMS for one of its campuses. World Citi Group also holds an interest in OrangeApps, a student management system used by more than 50 institutions in the Philippines. The two companies say they will explore collaboration, including integrating OpenLearning’s LMS with OrangeApps.

The company describes the Philippines as its fastest growing market, with Philippine SaaS ARR up 40% quarter on quarter to $0.73 million at 30 September 2026, and more than 20 institutions 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 company said the World Citi Group arrangement is not material and was not separately announced on the ASX.

Quarterly Performance and Entitlement Offer

OpenLearning reported SaaS ARR of $3.44 million at 30 September 2026, up 21% year on year, marking its 19th consecutive quarter of ARR growth. More than $2.8 million of new minimum SaaS contract value was signed across the Philippines, Malaysia, Australia and Indonesia in the quarter, which the company said was the highest quarterly total in its history. Chief Executive Adam Brimo said universities are choosing the platform over incumbents.

The entitlement offer gives eligible shareholders in Australia, New Zealand, Malaysia and Singapore the right to subscribe for one new share for every four held at $0.010 per share, with one free option for every new share subscribed. The Record Date is 16 November 2026, the offer opens on 19 November 2026 and closes at 5:00pm AEDT on 4 December 2026. Shareholders are asked to read the prospectus and the supplementary prospectus in full before deciding whether to participate.

Closing Perspective

The announcement combines a strategic investment from a Philippine education group with an ongoing capital raising on unchanged terms. Total commitments of about $1.48 million depend on the completion of the placement and on the level of take-up under the entitlement offer, which the announcement does not forecast. The company’s next updates are likely to cover the supplementary prospectus, the outcome of the entitlement offer and the progress of the collaboration with World Citi Group and OrangeApps.