Capital Reorganisation

Worldsec Ld
04 July 2003



For release on 4 July 2003

WORLDSEC LIMITED

PROPOSED CAPITAL REDUCTION AND NOTICE OF SPECIAL GENERAL MEETING


Introduction


The Company announces that it has decided to effect a reduction of share capital
and share premium account.  A circular dated 30 June 2003 (the 'Circular') is
being posted to Shareholders providing details of the Capital Reduction and
explaining why the Board considers that the Capital Reduction is in the best
interests of the Company and the Shareholders as a whole, as well as to seek
approval of the resolution necessary to implement the Capital Reduction at the
SGM on 23 July 2003 (or so soon thereafter as the annual general meeting
convened by the Company for the same day and place shall have been concluded or
concluded after any adjournment thereof).


Details of the Capital Reduction



Each of the issued share capital of the Company (which stood at US$13,367,290 as
at 30 June 2003) and the amount standing to the credit of the Company's share
premium account (which stood at US$11,663,851 as at 30 June 2003) will be
reduced.  This Capital Reduction will be effected by:

(i)    reducing the nominal value of the authorised and issued shares of the 
Company from US$1.00 to US$0.001 per Share;

(ii)   reducing the issued share capital of the Company from US$13,367,290 to 
US$13,367.29 divided into 13,367,290 New Shares; and

(iii)   reducing the amount of US$11,663,851 standing to the credit of the share 
premium account of the Company to nil.

The Capital Reduction will be carried out pursuant to the Company's bye-laws and
the Bermuda Companies Act.

It is intended that the contributed surplus account credited as a result of this
Capital Reduction will, subject to the bye-laws of the Company and the Bermuda
Companies Act, be applied by the Board for distribution to Shareholders. The
Directors expect that the eventual payment to shareholders arising from the
Capital Reduction will be approximately US$1.15 per Share.

In order to minimise costs, no new share certificates will be issued to
Shareholders in respect of the New Shares.



Approval for the Capital Reduction



The Capital Reduction will require the approval of Shareholders which is being
sought at the SGM and is intended to be carried out following the passing of the
Resolution to be proposed at the SGM.



Action to be taken



A Form of Proxy for use by Shareholders at the Special General Meeting will
accompany the Circular. Whether or not Shareholders propose to attend the SGM in
person, they are requested to complete and sign the Form of Proxy in accordance
with the instructions printed on it and to return it to the Company's
registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU as soon as possible but in any event so as to arrive not later than
12.30 p.m. on 21 July 2003. The completion and return of the Form of Proxy will
not preclude Shareholders from attending the SGM and voting in person if they so
wish.



Recommendation



The Directors consider the Capital Reduction to be in the best interests of
Shareholders as a whole and, accordingly, the Directors unanimously recommend
that Shareholders vote in favour of the Resolution.

The Directors who are Shareholders have irrevocably agreed to vote in favour of
the Resolution in respect of their own beneficial and non-beneficial
shareholdings which amount, in aggregate, to 1,075,000 Shares, representing in
aggregate approximately 8 per cent. of the current issued Shares of the Company.



Definitions



When used in this announcement the following expressions have the following
meanings:
'Bermuda Companies Act'              the Companies Act 1981 of Bermuda (as amended);
'Board' or 'Directors'               the board of directors of Worldsec;
'Capital Reduction'                  the proposed reduction by the Company of its issued share capital and
                                     share premium account;
 'Company' or 'Worldsec'             Worldsec Limited, an exempted company incorporated in Bermuda with
                                     limited liability;
 Form of Proxy'                      the form of proxy accompanying the Circular to Shareholders to be used
                                     by Shareholders in connection with the SGM;
'New Shares'                         ordinary shares of nominal value US$0.001 in the capital of the
                                     Company following the Capital Reduction;
'Resolution'                         the ordinary resolution detailed in the SGM notice which is set out at
                                     the end of the Circular to Shareholders;
'Shares'                             ordinary shares of nominal value US$1.00 in the capital of the Company
                                     currently in issue;
'Shareholders'                       the holders of Shares; and
'SGM' or 'Special General Meeting'   the special general meeting of the Company convened for 12.30 p.m. on
                                     23 July 2003 (or so soon thereafter as the annual general meeting
                                     convened by the Company for the same day and place shall have been
                                     concluded or concluded after any adjournment thereof) by the SGM
                                     notice which is set out at the end of the Circular to Shareholders.



For further enquiries please contact Paul Cheng, Director, at [phone].





ENDS


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