Innovax Holdings Limited: Completion of Unconditional Mandatory Cash Offer, Public Float Shortfall & Next Steps

Key Points for Investors

• Offer Closed: The unconditional mandatory cash offer by Mr. Wang Tingfa to acquire all issued shares of Innovax Holdings Limited (except those already owned or agreed to be acquired by him and his concert parties) officially closed at 4:00 p.m. on 29 April 2026. The offer was not revised or extended.
• Offer Results: Only five valid acceptances were received, covering 39,825 shares (approx. 0.07% of the issued share capital). The Offeror and parties acting in concert now control around 75.07% of the Company’s shares.
• Offer Price and Settlement: The offer price was HK\$6.00 per share, with total consideration of HK\$238,950. Cash remittances will be sent no later than 11 May 2026 for valid acceptances.
• Shareholding Structure: Post-offer, the Offeror and concert parties hold 45,039,825 shares (75.07%). The remaining public float stands at 24.93% (14,960,175 shares), slightly below the regulatory minimum.
• Public Float Non-Compliance: The Company is not meeting the minimum public float requirement of 25% as per Rule 13.32B(1) of the Listing Rules (for companies under HK\$1 billion market value). However, the shortfall is not classified as “significant” under Rule 13.32F.
• Regulatory Undertaking: The Offeror has committed to restoring the minimum public float (which may involve selling down shares to independent third parties). The Company will apply for a temporary waiver from the Stock Exchange and will update the market within 15 business days.

Detailed Overview

Background: As previously disclosed, Mr. Wang Tingfa launched an unconditional mandatory cash offer for all shares not already held by himself or by parties acting in concert with him (mainly through Billion Shine, now wholly owned by Mr. Wang Tingfa).

1. Offer Mechanics and Outcome

The offer commenced following the completion of a connected transaction and special deal involving the disposal of shares. The Offeror and concert parties initially held 75% of Innovax Holdings’ shares (45,000,000 out of 60,000,000). The offer attracted minimal participation from minority shareholders, with only five valid acceptances totaling 39,825 shares.

Upon settlement, the Offeror and concert parties’ aggregate interest increased slightly to 45,039,825 shares (75.07%), while the public float decreased to 14,960,175 shares (24.93%).

2. Shareholding Table (Post-Offer)

3. Public Float and Regulatory Risk

Potential Price Sensitive Information: The current public float falls to 24.93%, below the 25% regulatory minimum. This creates a compliance issue with the Stock Exchange Listing Rules. If not rectified, there could be potential trading suspension or other regulatory consequences.

The Company will apply for a temporary waiver and the Offeror has undertaken to restore the public float. Steps may include placing down or selling accepted shares to selected independent third parties or through the market. No arrangements have yet been confirmed.

Investors should closely monitor further company announcements on this issue, as restoration of public float is a key requirement for continued listing.

4. Governance and Next Steps

• The Company will make further announcements regarding the restoration of the public float within 15 business days.
• The board remains unchanged, with Mr. Chung Chi Man as Chairman, Mr. Poon Siu Kuen, Calvin as CEO, and three independent non-executive directors.

What Investors Should Watch

• Regulatory Compliance: The temporary breach of the public float requirement is a material risk. Investors should watch for updates on the Company’s actions to restore compliance.
• Shareholder Concentration: With over 75% of shares now under the Offeror’s control, the company is closely held, which may impact liquidity and trading dynamics.
• Possible Market Moves: Any substantial sale of shares by the Offeror to restore public float could impact the share price, depending on the size, timing, and manner of such disposals.
• Minority Shareholder Position: The low acceptance of the offer may indicate limited willingness among minorities to sell at HK\$6.00/share, or expectations of higher value in the future.

Disclaimer

This article is prepared for informational purposes only and does not constitute an offer, solicitation, or recommendation to buy or sell any securities. Investors are advised to conduct their own research and consult professional advisors before making investment decisions. The author and publisher accept no liability for actions taken in reliance upon this information.

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