Adjournment of Osmetech Shareholder Meetings

 

TIDMOMH 
 
RNS Number : 4799K 
Osmetech PLC 
20 April 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 
                  Adjournment of Osmetech Shareholder Meetings 
Further to the announcement released on 19 April 2010 in connection with the 
proposal to adjourn the Shareholder Meetings, to approve the proposed change of 
domicile of Osmetech to the United States, the associated listing of GenMark on 
the NASDAQ Global Market, cancellation of AIM Trading Facility and equity 
fundraising by GenMark, the Company announces that at the meetings held today, 
the Court Meeting was adjourned to 11.30 a.m. on 27 April 2010 and the Scheme GM 
was adjourned to 11.45 a.m. on 27 April 2010 (or as soon thereafter as the Court 
Meeting shall have been concluded or adjourned).  Both meetings will take place 
at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 
2HA.  The adjournments have been necessitated due to none of the Directors of 
the Company being able to attend the Shareholder Meetings scheduled for today as 
a consequence of all flights to the UK being cancelled as a result of the dust 
cloud caused by the volcanic activity currently taking place in Iceland. 
Sally Craig, Osmetech's company secretary, was appointed as Jon Faiz Kayyem's 
alternate director for the purposes of chairing the meetings held today.  This 
appointment has now been revoked.  Save for the new dates for the Shareholder 
Meetings, the deadline for appointment of proxies for such meetings and the 
Voting Record Time for the Court Meeting and the Scheme GM, the expected 
timetable of principal events set out in the Scheme Circular in relation to the 
Proposal issued by the Company on 31 March 2010 ("Scheme Circular") remains 
unchanged.  The revised timetable is set out in the appendix to this 
announcement. 
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 - [phone] 
Jon Faiz Kayyem, Chief Executive Officer - [phone] 
 
Canaccord Adams Limited 
(Nominated Advisor) 
020 7050 6500 
Robert Finlay 
Henry Fitzgerald-O'Connor 
 
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 
The following indicative timetable sets out the expected dates (subject to note 
6 below) for the implementation of the Proposal. 
+------------------------------------------------------------------------------------+--------------------------+ 
| Event                                                                              |      Time and/or date(1) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Latest time for lodging blue forms of                                              |   11.30 a.m. on 25 April | 
| proxy for the Court                                                                |                  2010(2) | 
| Meeting...............................................................             |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Latest time for lodging white forms of                                             |   11.45 a.m. on 25 April | 
| proxy for the Scheme                                                               |                  2010(3) | 
| GM...................................................................              |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Voting Record Time for the Court                                                   |    6.00 p.m. on 25 April | 
| Meeting and the Scheme                                                             |                  2010(4) | 
| GM................................................................................ |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Court                                                                              |   11.30 a.m. on 27 April | 
| Meeting...............................................................             |                     2010 | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Scheme                                                                             |   11.45 a.m. on 27 April | 
| GM...................................................................              |                  2010(5) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| The following dates are subject to                                                 |                          | 
| change (please see note (6) below)                                                 |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Reduction Record                                                                   |      6.00 p.m. on 19 May | 
| Time.................................................                              |                  2010(6) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Last day of dealings in, and for                                                   | Up until 4.30 p.m. on 19 | 
| registrations of transfers of Osmetech                                             |                 May 2010 | 
| Shares......................................                                       |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Suspension of trading of Osmetech                                                  |      7.00 a.m. on 20 May | 
| Shares on AIM......                                                                |                  2010(6) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Court Hearing to sanction the Scheme                                               |           20 May 2010(6) | 
| and Capital                                                                        |                          | 
| Reduction.....................................................................     |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Conditional dealings commence in                                                   | 2.00 p.m. (9.00 a.m. New | 
| GenMark Fundraising                                                                |     York time) on 20 May | 
| Shares.......................................................                      |                  2010(6) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Last day and time for receipt of                                                   |     12.00 p.m. on 24 May | 
| transfers of Osmetech Shares for                                                   |                  2010(6) | 
| registration.................................................                      |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Scheme Record                                                                      |      6.00 p.m. on 24 May | 
| Time.....................................................                          |                  2010(6) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Effective Date of the                                                              |           25 May 2010(6) | 
| 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 25 May | 
| relation to GenMark Fundraising                                                    |                  2010(6) | 
| Shares.......................................................                      |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Cancellation of quotation of Osmetech                                              |      7.00 a.m. on 26 May | 
| Shares on AIM.                                                                     |                  2010(6) | 
+------------------------------------------------------------------------------------+--------------------------+ 
| Latest date for despatch of DRS                                                    |          24 June 2010(6) | 
| statements (if applicable) in respect                                              |                          | 
| of GenMark Shares.....................                                             |                          | 
+------------------------------------------------------------------------------------+--------------------------+ 
__________________________ 
Notes: 
(1)        References to time in this document are to London time, unless 
otherwise stated. 
(2)        It is requested that forms of proxy for the Court Meeting be lodged 
at least 48 hours prior to the appointed time for the Court Meeting (or, in the 
case of a further adjournment, not later than 48 hours before the time fixed for 
the holding of the adjourned Court Meeting), although forms of proxy not so 
lodged may be handed to the Company's registrars, Capita Registrars, on behalf 
of the chairman of the Court Meeting before the taking of the poll at the Court 
Meeting. 
(3)        Forms of proxy for the Scheme GM must be lodged at least 48 hours 
prior to the Scheme GM (or, in the case of a further adjournment, not later than 
48 hours before the time fixed for the holding of the adjourned  Scheme GM). 
Forms of proxy for the Scheme GM not lodged by this time will be invalid. 
(4)        If either the Court Meeting or the Scheme GM is further adjourned, 
the Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m. 
on the date two days before the date set for the adjourned Shareholder Meeting. 
(5)        Or as soon thereafter as the Court Meeting shall have concluded or 
been adjourned. 
(6)        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 
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