09:48 MAXX BIOSCIENCE<00512> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. MAXX BIOSCIENCE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 512) OPEN OFFER OF 715,956,000 NEW SHARES OF HK$0.01 EACH AT HK$0.11 PER OFFER SHARE IN THE PROPORTION OF TWO OFFER SHARES FOR EVERY ONE SHARE HELD PAYABLE IN FULL ON ACCEPTANCE RESULTS OF OPEN OFFER The Directors announce that as at 4:00 p.m. on Tuesday, 8 March 2005, being the latest time for acceptance and payment of the Offer Shares, 28 valid applications for assured allotment have been received for an aggregate of 487,982,440 Offer Shares (representing approximately 68.16% of the total number of 715,956,000 Offer Shares, which included 260,009,636 Offer Shares taken up by Vision Ocean in respect of the Open Offer) and 41 valid Excess Application Forms have been received for an aggregate of 181,251,052 excess Offer Shares (representing approximately 25.32% of the total number of 715,956,000 Offer Shares). An aggregate of 669,233,492 Offer Shares and excess Offer Shares were accepted/applied for, representing approximately 93.48% of the total number of 715,956,000 Offer Shares offered under the Open Offer. The Open Offer, which was underwritten by the Underwriters, became unconditional at 4:00 p.m. on Friday, 11 March 2005. Based on the results above, the Open Offer was undersubscribed by 46,722,508 Offer Shares or approximately 6.52% undersubscribed. The Underwriters have therefore subscribed for or procured not less than six subscribers to subscribe for an aggregate of 46,722,508 Offer Shares. None of the Underwriters or the subscribers will become a substantial Shareholder (as defined in the Listing Rules) upon the completion of the Open Offer. The Underwriters, the subscribers and each of their beneficial owners are independent of the Company and its connected persons (as defined in the Listing Rules). Share certificates of the Offer Shares will be despatched by ordinary post to those Qualifying Shareholders who have validly applied and paid for the Offer Shares, at their own risks, on or before Monday, 14 March 2005. Dealings in the Offer Shares will commence on Wednesday, 16 March 2005. Reference is made to the Company's announcement dated 6 January 2005, the Company's circular dated 27 January 2005 and the prospectus of the Company dated 22 February 2005 (the `Prospectus') in relation to, among other things, the Open Offer. Capitalised terms used herein shall have the same meanings as defined in the Prospectus unless otherwise stated. RESULTS OF THE OPEN OFFER The Directors announce that as at 4:00 p.m. on Tuesday, 8 March 2005, being the latest time for acceptance and payment of the Offer Shares, 28 valid applications for assured allotment have been received for an aggregate of 487,982,440 Offer Shares (representing approximately 68.16% of the total number of 715,956,000 Offer Shares, which included 260,009,636 Offer Shares taken up by Vision Ocean in respect of the Open Offer) and 41 valid Excess Application Forms have been received for an aggregate of 181,251,052 excess Offer Shares (representing approximately 25.32% of the total number of 715,956,000 Offer Shares). An aggregate of 669,233,492 Offer Shares and excess Offer Shares were accepted/applied for, representing approximately 93.48% of the total number of 715,956,000 Offer Shares offered under the Open Offer. Save for Ceva Investments Limited and Wise Capital International Limited (see the shareholding structure below), there is no connected persons (as defined in the Listing Rules) of the Company has applied for the excess Offer Shares. The Shareholders who have submitted valid Excess Application Forms have been allocated for the excess Offer Shares. The Open Offer, which was underwritten by the Underwriters, became unconditional at 4:00 p.m. on Friday, 11 March 2005. Based on the results above, the Open Offer was undersubscribed by 46,722,508 Offer Shares or approximately 6.52% undersubscribed. The Underwriters have therefore subscribed for or procured not less than six subscribers to subscribe for an aggregate of 46,722,508 Offer Shares. None of the Underwriters or the subscribers will become a substantial Shareholder (as defined in the Listing Rules) upon the completion of the Open Offer. The Underwriters, the subscribers and each of their beneficial owners are independent of the Company and its connected persons (as defined in the Listing Rules). All subscription monies for the Open Offer have been received by the The Exchange endeavours to ensure the accuracy and reliability of the information provided, but does not guarantee its accuracy and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the information relating to exotic warrants. Investors are reminded to refer to the related warrant listing documents for details of the terms and conditions of the warrant. Stock Code (List Date) Salient Features -------------- ------------------------------------------------------ 2221 European-style Average Return Call Warrants 5/8/2004 May only be exercised on 29/5/2006 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 19th October 2004, 11th January 2005, 6th April 2005, 28th June 2005 20th September 2005, 12th December 2005, 6th March 2006 and 29th May 2006 2248 European-style Window Barrier Call Warrants 17/8/2004 May only be exercised on 26/9/2005 unless "knocked out". If on any Exchange Business Day during the Window Period, the closing level of the Underlying is equal to or less than the Barrier Strike Price, the Window Barrier Warrants will "knock out". Trading in the Warrants will cease after the close of business on the day on which the Warrants "knock out". If the Warrants "knock out", the Issuer will pay to each Warrantholder the Rebate per Warrant. The Rebate will be paid five Business Days after the day on which the Warrant "knocks out". Following the payment of the Rebate the Warrants will expire. If the Warrants do not "knock out" during the Window Period, the Warrants will expire on the Expiry Date. The Window Period is 17th August 2004 to 30th August 2004 (both days inclusive). The Rebate per Warrant is HK$0.25 and the Barrier Strike Price is HK$5.00 2282 European-style Average Return Call Warrants 26/8/2004 May only be exercised on 6/6/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 1st November 2004, 11th January 2005, 29th March 2005 and 6th June 2005 2296 European-style Window Barrier Call Warrants 2/9/2004 May only be exercised on 27/6/2005 unless "knocked out". If on any Exchange Business Day during the Window Period, the closing level of the Underlying is equal to or less than the Barrier Strike Price, the Window Barrier Warrants will "knock out". Trading in the Warrants will cease after the close of business on the day on which the Warrants "knock out". If the Warrants "knock out", the Issuer will pay to each Warrantholder the Rebate per Warrant. The Rebate will be paid five Business Days after the day on which the Warrant "knocks out". Following the payment of the Rebate the Warrants will expire. If the Warrants do not "knock out" during the Window Period, the Warrants will expire on the Expiry Date. The Window Period is 2nd September 2004 to 15th September 2004 (both days inclusive). The Rebate per Warrant is HK$0.25 and the Barrier Strike Price is HK$10.50