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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Osmetech | LSE:OMH | London | Ordinary Share | GB00B0K29R51 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.15 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMOMH RNS Number : 0154M Osmetech PLC 17 May 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS MADE IN ACCORDANCE WITH THE REQUIREMENTS OF THE AIM RULES FOR COMPANIES. Osmetech plc Update regarding Scheme timetable, listing of GenMark on NASDAQ and GenMark Fundraising Following the approval of the Scheme and associated matters at the Osmetech Shareholder Meetings, the Board of Osmetech today provides the following update in relation to the Scheme timetable, listing of GenMark on NASDAQ and the GenMark Fundraising. On 13 May 2010, GenMark filed Amendment Number 2 ("Amendment") to its Registration Statement on Form S-1 originally filed with the United States Securities and Exchange Commission on March 19, 2010 (file no. 333-165562). The Amendment includes an initial estimate of the price range (US $8.00 to US $10.00) at which the GenMark Shares are proposed to be issued in the GenMark Fundraising. This price range is subject to further amendment and the GenMark Directors are permitted to issue the GenMark Fundraising Shares outside any published price range. As set out in the Scheme Document, if fully implemented, the Scheme will result in all Osmetech Shareholders becoming shareholders in GenMark, on the basis of one GenMark Share for every 230 Osmetech Shares held at the Scheme Record Time. Using a US$/UK sterling exchange rate of 0.6843, being the exchange rate prevailing on 13 May 2010, the initial estimated price range equates to an estimated value of between 2.38 pence and 2.98 pence for each Osmetech Share in issue as at today's date. A copy of the Amendment may be viewed on the Securities and Exchange Commission website at www.sec.gov. In view of the delay in the filing of the Amendment, the Court Hearing to sanction to the Scheme has been rescheduled to take place on 26 May 2010, which would delay the Effective Date of the Scheme to 1 June 2010 and the cancellation of trading on AIM to 2 June 2010. The revised expected timetable is set out in the appendix to this announcement, although it is emphasised that the dates given are indicative only, and are subject to change. Terms defined in the Scheme Circular shall have the same meaning(s) when used in this announcement. Contacts For further information contact: Osmetech plc Steven Kemper, Chief Financial Officer - +1 626 463 2004 Jon Faiz Kayyem, Chief Executive Officer - +1 626 463 2000 Canaccord Genuity Limited (Nominated Advisor) 020 7050 6500 Robert Finlay Henry Fitzgerald-O'Connor As of 10 May 2010, Canaccord Adams Limited, the Company's nominated adviser and broker has changed its name to Canaccord Genuity Limited. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF GENMARK OR OSMETECH, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION. THE GENMARK SHARES TO BE ISSUED PURSUANT TO THE SCHEME WILL ONLY BE ISSUED TO OSMETECH SHAREHOLDERS IN ACCORDANCE WITH THE SCHEME AND THE SCHEME CIRCULAR. the GenMark Shares to be issued pursuant to the Scheme will not be registered with the SEC under the Securities Act, but will be issued in reliance upon an exemption from the registration requirements. A REGISTRATION STATEMENT RELATING TO THE ISSUANCE OF GENMARK SHARES IN THE GENMARK FUNDRAISING HAS BEEN FILED WITH THE SEC BUT HAS NOT YET BECOME EFFECTIVE AND IS SUBJECT TO AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. OFFERS OF THESE SECURITIES MAY BE MADE ONLY BY MEANS OF A PROSPECTUS MEETING THE APPLICABLE REQUIREMENTS OF UNITED STATES LAWS AND REGULATIONS AND THE LAWS AND REGULATIONS OF ANY OTHER JURISDICTION IN WHICH SUCH SECURITIES MAY BE LAWFULLY OFFERED FOR SALE. Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Adams by the FSMA or the regulatory regime established thereunder, Canaccord Adams does not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by it, or on its behalf, in connection with Osmetech, GenMark, the Osmetech Shares, the GenMark Shares or the Proposal. Canaccord Adams accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this statement or any such statement. Canaccord Adams, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Osmetech and GenMark and no one else in connection with the Proposal and will not be responsible to anyone other than Osmetech and GenMark for providing the protections afforded to clients of Canaccord Adams nor for providing advice in relation to the Proposal or the contents of this announcement, or any matter referred to herein. Statements in this announcement regarding the Scheme, including expectations with respect to the Scheme and the timetable for completing the Scheme, the ability to list the GenMark Shares on the NASDAQ Global Market and complete the GenMark Fundraising, future financial operating results, potential benefits of the Scheme, and future opportunities for Osmetech or GenMark as well as any other statements about the future expectations, beliefs, goals, plans or prospects of the management of Osmetech or GenMark constitute "forward-looking" statements. Any statements that are not statements of historical fact (including statements containing the words "believe", "plan", "anticipate", "expect", "estimate", and similar expressions) should also be considered to be forward-looking in nature. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including not obtaining the necessary approvals to complete the Scheme on a timely basis, or at all, inability to complete the GenMark Fundraising on favourable terms, or at all, decreases in demand for Osmetech's products and other factors described in Osmetech's Annual Report for the year ended 31 December 2008. Osmetech disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Osmetech Shareholders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realised. APPENDIX Expected timetable of principal events The following indicative timetable sets out the expected dates for the implementation of the Proposal. +--------------------------------------------------------------------------------+--------------------------+ | Event | Time and/or date | +--------------------------------------------------------------------------------+--------------------------+ | Reduction Record | 6.00 p.m. on 25 May | | Time................................................. | 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Last day of dealings in Osmetech | Up until 4.30 p.m. on 25 | | Shares..................... | May 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Suspension of trading of Osmetech | 7.00 a.m. on 26 May | | Shares on AIM...... | 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Court Hearing to sanction the Scheme | 26 May 2010(1) | | and Capital | | | Reduction..................................................................... | | +--------------------------------------------------------------------------------+--------------------------+ | Conditional dealings commence in | 2.00 p.m. (9.00 a.m. New | | GenMark Fundraising | York time) on 26 May | | Shares....................................................... | 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Last day and time for receipt of | 12.00 p.m. on 28 May | | transfers of Osmetech Shares for | 2010(1) | | registration................................................. | | +--------------------------------------------------------------------------------+--------------------------+ | Scheme Record | 6.00 p.m. on 28 May | | Time..................................................... | 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Effective Date of the | 1 June 2010(1) | | Scheme........................................ | | +--------------------------------------------------------------------------------+--------------------------+ | Commencement of trading on the NASDAQ | 2.30 p.m. (9.30 a.m. New | | Global Market in GenMark including in | York time) on 1 June | | relation to GenMark Fundraising | 2010(1) | | Shares....................................................... | | +--------------------------------------------------------------------------------+--------------------------+ | Cancellation of quotation of Osmetech | 7.00 a.m. on 2 June | | Shares on AIM. | 2010(1) | +--------------------------------------------------------------------------------+--------------------------+ | Latest date for despatch of DRS | 30 June 2010(1) | | statements (if applicable) in respect | | | of GenMark Shares..................... | | +--------------------------------------------------------------------------------+--------------------------+ __________________________ Note: (1) These dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction as well as the date on which the Court Order is delivered to the Registrar. These dates may also be adjusted to the extent that the dates of the GenMark Fundraising and the NASDAQ Listing are amended. If any of the dates set out above (including, inter alia, the expected date of the Court Hearing) change, the Company will give notice of the change by issuing an announcement through a Regulatory Information Service and by notice on the Company's website. This information is provided by RNS The company news service from the London Stock Exchange END SOALIFSREVIDLII
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