10:29     OMNICORP<00094> - Announcement & Resumption of Trading (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.                                                     
                                                                              
    OMNICORP LIMITED                                                          
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 94)                                                          
                                                                              
    PROPOSED OPEN OFFER OF 50,146,384 NEW SHARES ON THE                       
    BASIS OF                                                                  
    ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD                   
    DATE PAYABLE IN FULL ON ACCEPTANCE                                        
    AND                                                                       
                                                                              
    RESUMPTION OF TRADING                                                     
                                                                              
    The Company proposes to raise approximately HK$19                         
    million (before expenses) by issuing 50,146,384 Offer                     
    Shares at a subscription price of HK$0.38 per Offer                       
    Share by way of the Open Offer, payable in full on                        
    acceptance, on the basis of one Offer Share for every                     
    existing two Shares held by the Qualifying                                
    Shareholders on the Record Date. If the Directors,                        
    after making enquiries pursuant to Rule 13.36(2)(a)                       
    of the Listing Rules, find it necessary or expedient                      
    to exclude the Overseas Shareholders for the Open                         
    Offer, the Open Offer will not be available to the                        
    Overseas Shareholders.                                                    
                                                                              
    The Open Offer is conditional and is fully                                
    underwritten by the Underwriter. In particular, it                        
    is subject to the Underwriter not terminating the                         
    Underwriting Agreement in accordance with its terms                       
    and conditions.                                                           
                                                                              
    As at the date of this announcement, each of the                          
    Shareholders whose names are mentioned in the                             
    paragraph headed "Shareholding Structure of the                           
    Company" collectively holding 35,553,495 Shares,                          
    representing approximately 35.45% of the existing                         
    issued share capital of the Company, has irrevocably                      
    undertaken to the Company that the Shares beneficially                    
    owned by each of them will remain registered in                           
    his/her/its name from 4 April 2005 up to and including                    
    the Record Date and each of them has also respectively                    
    undertaken to subscribe for his/her/its provisional                       
    entitlements in full, amounting to 17,776,747 Offer                       
    Shares.                                                                   
                                                                              
    Existing Shares will be dealt with on an                                  
    ex-entitlement basis from Tuesday, 26 April 2005. To                      
    qualify for the Open Offer, all transfer of Shares                        
    must be lodged for registration with the Registrar                        
    by 4:00 p.m. on Wednesday, 27 April 2005, pursuant                        
    to the expected timetable.                                                
                                                                              
    The estimated net proceeds of the Open Offer will be                      
    approximately HK$18 million, which will be used as                        
    general working capital of the Group and funding for                      
    expanding the Group's business, in particular its                         
    furniture and smart card operations. The Directors                        
    consider that the Open Offer is in the best interests                     
    of the Company and the Shareholders as a whole to                         
    enlarge the capital base and enhance the liquidity                        
    of the Shares through the Open Offer, as the enlarged                     
    capital base will support the continuing development                      
    and daily operations of the Group's business                              
    activities. Further, the Open Offer allows Qualifying                     
    Shareholders to maintain their respective pro rata                        
    shareholdings in the Company and participate in the                       
    future growth and development of the Company.                             
    Therefore the Directors consider the Open Offer is                        
    in the best interests of the Company and the                              
    Shareholders as a whole.                                                  
                                                                              
    Trading of Shares on ex-entitlement basis is expected                     
    to commence on 26 April 2005. Any person contemplating                    
    buying or selling of the Shares from now up to the                        
    date on which all conditions of the Open Offer are                        
    fulfilled will bear the risk that the Open Offer may                      
    not become unconditional and may not proceed.                             
    Investors should seek professional advice regarding                       
    dealings in Shares if they are in any doubt.