09:20 OMNICORP<00094> - 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. OMNICORP LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 94) 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 RESULTS OF THE OPEN OFFER The Directors announce that as at 4:00 p.m. on Tuesday, 17 May 2005, being the latest time for acceptance and payment of the Offer Shares, 113 valid acceptances of assured allotments were received for an aggregate of 45,152,554 Offer Shares, which included 17,776,747 Offer Shares accepted and paid for by the Undertaking Shareholders in respect of the Open Offer. The total number of Offer Shares accepted and paid for represents approximately 90% of the total number of 50,146,384 Offer Shares under the Open Offer. The Open Offer, which was underwritten by the Underwriter, became unconditional at 4:00 p.m. on Friday, 20 May 2005. Based on the results above, the Open Offer was under- subscribed by 4,993,830 Offer Shares or approximately 10% under-subscribed. Pursuant to the Underwriting Agreement, the Underwriter has therefore subscribed or procured subscribers for such Shortfall Underwritten Shares. The Underwriter, the subscribers and each of their beneficial owners are third parties 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 accepted and paid for the Offer Shares, at their own risks, to the addresses specified in the register of members of the Company on or before Monday, 23 May 2005. Dealings in the Offer Shares will commence on Wednesday, 25 May 2005. Reference is made to the announcement of the Company dated 7 April 2005 and the prospectus of the Company dated 3 May 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, 17 May 2005, being the latest time for acceptance and payment of the Offer Shares, 113 valid acceptances of assured allotments were received for an aggregate of 45,152,554 Offer Shares, which included 17,776,747 Offer Shares accepted and paid for by the Undertaking Shareholders in respect of the Open Offer. The total number of Offer Shares accepted and paid for represents approximately 90% of the total number of 50,146,384 Offer Shares under the Open Offer. The Open Offer, which was underwritten by the Underwriter, became unconditional at 4:00 p.m. on Friday, 20 May 2005. Based on the results above, the Open Offer was under- subscribed by 4,993,830 Offer Shares or approximately 10% under-subscribed. Pursuant to the Underwriting Agreement, the Underwriter has therefore subscribed or procured subscribers for such Shortfall Underwritten Shares. The Underwriter, the subscribers and each of their beneficial owners are third parties 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 Company as at the date of this announcement. SHAREHOLDING STRUCTURE The following table sets out the shareholding structure of the Company before and immediately after completion of the Open Offer: