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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 |
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TIDMOMH
RNS Number : 8465I
Osmetech PLC
19 March 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
Proposed change of Group structure, listing and fundraising on the NASDAQ Global
Market and cancellation of AIM trading facility
The Board of Osmetech today announces that it has approved a proposal to be put
before Osmetech Shareholders to change the domicile of Osmetech to the United
States, by reorganising the Osmetech Group such that Osmetech will become a
wholly owned subsidiary of GenMark Diagnostics, Inc., a company recently
incorporated in the State of Delaware in the United States, and the existing
Osmetech Shareholders will become stockholders of GenMark. It is proposed that
GenMark Shares issued to the Osmetech Shareholders will be traded on the NASDAQ
Global Market, and that Osmetech's AIM Trading Facility will be cancelled.
GenMark also proposes to implement an equity fundraising through an initial US
public offering.
Background to and reasons for the Proposal
The Board believes that the proposal to move to a US listing on the NASDAQ
Global Market is in the best interests of Osmetech Shareholders. The Board
believes that this is the natural next step in the evolution of the Company's
shareholder base which has seen a steady growth in US ownership since 2006,
including a significant increase over the last two years with approximately 57
per cent. of Osmetech's Ordinary Shares now being beneficially owned by US
residents. The Proposal will align the place of listing with the business
activities of the Osmetech Group, which are almost entirely based in the US, and
where the Board expects the majority of the Osmetech Group's future growth to
take place. Currently over 95 per cent. of the Osmetech Group's sales and net
assets are in the US. The Board considers there to be a potentially larger pool
of investors in the US than in the UK who are more familiar with the Osmetech
Group's business and have a better understanding of the US molecular diagnostics
industry, which is the current focus of the Osmetech Group. The Board also
believes that there is a general reluctance on the part of US investors to
invest in UK companies of the size and profile of Osmetech unless they have a
trading facility in the US. Furthermore, a significant number of emerging
healthcare technology companies trade on the NASDAQ Global Market and the
Directors believe that there is a greater knowledge and understanding of those
companies in that market.
The Board believes that the NASDAQ Listing will raise the profile of the
Osmetech Group amongst the investor community in the US and with potential
strategic partners and customers. They also believe that a trading facility on
the NASDAQ Global Market may also ultimately provide greater liquidity for
Osmetech Shareholders. In addition, the Board expects that the parent company of
the Osmetech Group will benefit from its listing being amongst a more
appropriate public company peer group.
GenMark is also proposing to raise approximately $40 million through the
issuance of GenMark Shares pursuant to the GenMark Fundraising. The GenMark
Fundraising will be on a non pre-emptive basis, which means the existing
Osmetech Shareholders will not have an entitlement to participate in the GenMark
Financing. As of the date of this announcement, the number and price at which
the GenMark Shares will be issued pursuant to the GenMark Fundraising is not
known, and will not be known before Osmetech Shareholders vote on the Scheme at
the Shareholder Meetings. The number of GenMark Shares to be issued pursuant to
the GenMark Fundraising, together with the price at which they will be issued,
and accordingly the actual dilutive effect on Osmetech Shareholders as a
consequence of the GenMark Fundraising will be announced on AIM when they have
been determined. It is anticipated that the GenMark Fundraising will be
completed at the same time as the Scheme of Arrangement becomes effective. By
voting in favour of the Scheme at the Shareholder Meetings, Osmetech
Shareholders will be giving the GenMark Directors discretion to determine the
number of GenMark Shares and the price at which they are issued pursuant to the
GenMark Fundraising. Whilst the GenMark Fundraising will have a dilutive effect
on Osmetech Shareholders, the funds to be raised by the GenMark Fundraising will
be available for the future development of the Osmetech Group for the benefit of
all Osmetech Shareholders.
The net proceeds of the GenMark Fundraising will, if it is completed, be used to
develop the Osmetech Group's products, to fund sales and marketing initiatives
and for general corporate purposes.
GenMark has filed a registration statement relating to the GenMark Fundraising
with the SEC, but this registration statement has not yet become effective and
is subject to amendment. The proposed GenMark Fundraising will be made only by
means of a prospectus that is included as part of the registration statement.
Once available, a preliminary prospectus relating to the proposed GenMark
Fundraising may be obtained from Piper Jaffray & Co. at 800 Nicollet Mall, Suite
800, Minneapolis, MN 55402 or by calling + 1 800 747-3924.
No assurance can be given that the GenMark Fundraising will be completed. If
the GenMark Fundraising does not complete, it will not be possible for the
NASDAQ Listing to become effective (and accordingly the GenMark Shares to be
issued pursuant to the Scheme would not be listed on the NASDAQ Global Market).
The Scheme must have become effective as a pre-condition for the NASDAQ Listing
to take effect and for completion of the GenMark Fundraising. A structure will
be put in place to enable the Directors, so far as is reasonably practicable, to
not take the necessary formal steps to bring the Scheme into effect if it
appears that the GenMark Fundraising will not proceed and complete. If the
Directors believe (based on the facts know to them immediately prior to the
Effective Date) that the GenMark Fundraising will not proceed and complete, the
Directors will not take such steps and Osmetech will continue to be traded on
AIM as the holding company of the Osmetech Group. In particular, the Court
Order sanctioning the Scheme will not be delivered to the Registrar to be
registered and for the Scheme to become effective until all of the conditions to
closing (save for the condition relating to the Scheme becoming effective) under
the Underwriting Agreement have been satisfied or waived. Similarly, to the
extent that the GenMark Fundraising and the NASDAQ Listing is delayed, the
implementation of the Scheme will be postponed accordingly. In the opinion of
the Directors, the structure adopted eliminates any material and reasonably
foreseeable risk that the Scheme would proceed but that neither the GenMark
Fundraising and the NASDAQ Listing would not.
The Proposal
The Board has today announced that it has unanimously approved a number of
inter-related proposals, namely:
· to reorganise the Osmetech Group pursuant to a Court approved
scheme of arrangement so that Osmetech becomes a wholly-owned subsidiary of
GenMark, a new company incorporated in the State of Delaware, United States, and
the existing Osmetech Shareholders become shareholders of GenMark;
· to move the trading facility of the parent company of the
Osmetech Group from AIM to the NASDAQ Global Market; and
· to implement an equity fundraising in GenMark at the time the
Scheme of Arrangement becomes effective.
The Scheme is conditional upon, inter alia, the approval of Osmetech
Shareholders at the Court Meeting and the passing of a special resolution at the
Scheme GM. The proposed move of the trading facility from AIM to the NASDAQ
Global Market and the GenMark Fundraising are each subject to the Scheme
becoming effective in accordance with its terms.
If fully implemented, the Scheme will result in all Osmetech Shares being
replaced by GenMark Shares, on the following basis:
one GenMark Share for every 230 Osmetech Shares held at the Scheme Record Time
and so in proportion for any other number of Osmetech Shares then held.
Osmetech Shareholders will not have to pay anything for the GenMark Shares they
receive through the Scheme.
Fractional entitlements to GenMark Shares will be rounded up and a single
GenMark Share will be issued in respect of any Scheme Shareholder's aggregate
fractional entitlements to a GenMark Share.
Management and employees
David Sandilands is today standing down as Chief Financial Officer but will
continue as a non-executive director of the Company until the Effective Date.
Steven Kemper has today been appointed Chief Financial Officer of the Company.
Since November 2009, Steven Kemper has served as senior vice president finance
of Osmetech Technology Inc, a wholly owned subsidiary of the Company. Prior to
that time, Steven Kemper has served as the Chief Financial Officer of The Active
Network and Dexcom Inc, a medical device company. Steven Kemper also currently
serves as the president of Pacific Financial Consulting, a financial consulting
enterprise. The disclosures required to be made under Rule 17 of the AIM Rules
in respect of Steven Kemper are set out in the Appendix to this announcement.
The current directors of Osmetech are Christopher Gleeson, Jon Faiz Kayyem,
Steven Kemper, Daryl Faulkner and David Sandilands. From the Effective Date,
the board of directors of GenMark will be Christopher Gleeson, Jon Faiz Kayyem,
Daryl Faulkner and Kevin O'Boyle who are based in the United States. David
Sandilands will not be joining the Board of GenMark on account of the fact that
following the Effective Date the Osmetech Group will have no material continuing
association with the United Kingdom. In addition, Steven Kemper, John Bellano
and Pankaj Singhal will be executive officers of GenMark. The duties of those
directors of GenMark who are currently directors of Osmetech will remain
unchanged in all material respects following implementation of the Scheme.
There will be no material changes to the rights, including compensation and
pension arrangements, of the Osmetech Group senior management arising from the
Scheme.
It is not expected that there will be any material changes to the existing
employment rights, including pension rights of employees of the Osmetech Group.
The Board has no intention to make any major changes in the business of Osmetech
as a result of the Scheme becoming effective.
Admission, listing and expected timing
The GenMark Shares are intended to be listed on the NASDAQ Global Market. The
listing of the GenMark Shares on the NASDAQ Global Market is expected to become
effective on the Effective Date and dealings in GenMark Shares on the NASDAQ
Global Market are expected to commence at 2.30 p.m. (9.30 a.m. New York time) on
25 May 2010, being the expected Effective Date (although this date is subject to
change). The Osmetech Shares are expected to be suspended from trading on AIM
at 7.00 a.m. on 20 May 2010 and the cancellation of the AIM Trading Facility is
expected to take effect from 7.00 a.m. on 26 May 2010. An expected timetable of
principal events is set out at the end of this announcement, although it is
emphasised that the dates given are indicative only, and are subject to change.
Dividends
To date, Osmetech has not paid a dividend to Osmetech Shareholders. There are
currently no plans to pay a dividend, but if GenMark does pay a dividend in the
future, such dividends will be in US dollars.
Osmetech Options and Osmetech Warrants
All Osmetech Shares issued on the exercise of options or warrants on or prior to
the Reduction Record Time will be subject to the Scheme. An amendment to the
articles of association of the Company is to be proposed at the General Meeting
to the effect that Osmetech Shares issued after the Reduction Record Time will
be automatically acquired by GenMark in consideration for the equivalent number
of GenMark Shares as such Osmetech Shareholder would have been entitled to had
those Osmetech Shares been cancelled under the Scheme.
US Plan Options will not be affected by the Scheme and will continue to subsist
over Osmetech Shares subject to the terms on which they were granted. It is
intended that US Plan Optionholders will be given the opportunity to surrender
their US Plan Options in exchange for the grant of new options over GenMark
Shares under the new share incentive plan to be adopted by GenMark. The Company
will write to US Plan Optionholders separately setting out details of this
proposal.
Some of the Non-US Plan Options are already exercisable, and the effect of the
Scheme is to cause such options to lapse after a short period following the
Court's sanction of the Scheme. There are Non-US Plan Options granted to two
individuals which have not yet vested, and the effect of the Scheme is to cause
these options to vest and become exercisable in full on the Court's sanction of
the Scheme for a short period following which they shall lapse.
There are Non-US Plan Options granted to four individuals which will not be
affected by the Scheme and will continue to be exercisable following the Scheme
pursuant to the terms on which they were granted.
For those Non-US Plan Optionholders, it is intended that these individuals will
be given the opportunity to surrender their Non-US Plan Options in exchange for
the grant of new options over GenMark Shares under the new share incentive plan
to be adopted by GenMark. The Company will write to Non-US Plan Optionholders
separately setting out details of such proposals.
Osmetech Warrants will not be affected by the Scheme. However, it is intended
that the Osmetech Warrantholders will exchange their Osmetech Warrants for
warrants over GenMark Shares. All Osmetech Shares issued on the exercise of
Osmetech Warrants on or prior to the Reduction Record Time will be subject to
the Scheme.
The Takeover Code
As a consequence of Osmetech being admitted to AIM, with a majority of its
directors resident outside the UK, the Panel has confirmed that the Takeover
Code does not currently apply to the Company. Following implementation of the
Proposal, GenMark will be governed by the General Corporation Law of the State
of Delaware and the Exchange Act of 1934, amongst other state and federal laws
of the United States.
The Court Meeting and the Scheme GM
In order to seek the approval of Osmetech Shareholders of the matters set out
above and otherwise described in this announcement, Osmetech will hold two
meetings of shareholders - a Court Meeting and a Scheme GM. The Court Meeting is
a statutory requirement and is convened at the direction of the Court to seek
the approval of the Scheme itself whereas the Scheme GM is a general meeting of
the Company convened by the Company in order to pass a resolution including a
special resolution which is necessary to allow the Scheme to be implemented.
In the event that the resolution to be proposed at the Court Meeting and the
special resolution to be proposed at the Scheme GM are not both passed by the
requisite majority or the Court does not sanction the Scheme, none of the
proposed redomiciliation, the listing of the GenMark Shares on NASDAQ, the
cancellation of the AIM Trading Facility, or the GenMark Fundraising will take
place.
A circular containing full details of the Proposal to be considered at the
Shareholders Meetings will be sent to Osmetech Shareholders on or about 31 March
2010. The Scheme Circular will also be available on Osmetech's website at
www.osmetech.com from that date.
Christopher Gleeson, Chairman of Osmetech, commented: "We believe that the
parent company of the Osmetech Group would benefit from its listing being in the
US and amongst a more appropriate public company peer group where there is a
potentially larger pool of investors who also have a better understanding of the
molecular diagnostics industry."
Expected Timetable of Principal Events
The following indicative timetable sets out the expected dates for the
implementation of the Scheme, although it is emphasised that the dates and times
stated are subject to change.
+-------------------------------------------------------------------------------------------+--------------------------+
| Event | Time and/or date |
+-------------------------------------------------------------------------------------------+--------------------------+
| Latest time for lodging blue forms of | 11.30 a.m. on 18 April |
| proxy for the Court | 2010 |
| Meeting............................................................................. | |
| ......................................................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Latest time for lodging white forms of | 11.45 a.m. on 18 April |
| proxy for the Scheme | 2010 |
| GM....................................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Voting Record Time for the Court | 6.00 p.m. on 18 April |
| Meeting and the Scheme | 2010 |
| GM....................................................................... | |
| ......................................................................................... | |
| ......................................................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Court | 11.30 a.m. on 20 April |
| Meeting................................................................... | 2010 |
+-------------------------------------------------------------------------------------------+--------------------------+
| Scheme | 11.45 a.m. on 20 April |
| GM....................................................................... | 2010 |
+-------------------------------------------------------------------------------------------+--------------------------+
| Reduction Record | 6.00 p.m. on 19 May 2010 |
| Time...................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| 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 2010 |
| Shares on AIM.......... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Court Hearing to sanction the Scheme | 20 May 2010 |
| and Capital | |
| Reduction.......................................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Conditional dealings commence in | (9.00 a.m. New York |
| GenMark Shares......... | time) 20 May 2010 |
+-------------------------------------------------------------------------------------------+--------------------------+
| Scheme Record | 6.00 p.m. on 24 May 2010 |
| Time......................................................... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Effective Date of the | 25 May 2010 |
| Scheme............................................ | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Commencement of trading on the NASDAQ | 2.30 p.m. (9.30 a.m. New |
| Global Market in | York time) on 25 May |
| GenMark........................................................................ | 2010 |
+-------------------------------------------------------------------------------------------+--------------------------+
| Cancellation of quotation of Osmetech | 7.00 a.m. on 26 May 2010 |
| Shares on AIM..... | |
+-------------------------------------------------------------------------------------------+--------------------------+
| Latest date for despatch of statements | 24 June 2010 |
| (if applicable) in respect of holdings | |
| of GenMark | |
| Shares............................. | |
+-------------------------------------------------------------------------------------------+--------------------------+
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 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.
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
+------------------------+-----------------------------------------------------------------------------------+
| GBP or pounds sterling | the lawful currency of the UK being |
| | pounds sterling and "p" or "pence" |
| | shall mean one-hundredth of one pound |
| | sterling |
+------------------------+-----------------------------------------------------------------------------------+
| AIM | the AIM market of the London Stock |
| | Exchange |
+------------------------+-----------------------------------------------------------------------------------+
| AIM Trading Facility | the current quotation of the Osmetech |
| | Shares on AIM |
+------------------------+-----------------------------------------------------------------------------------+
| Board or Directors | the board of directors of Osmetech |
+------------------------+-----------------------------------------------------------------------------------+
| business day | a day on which the London Stock |
| | Exchange is open for the transaction of |
| | business |
+------------------------+-----------------------------------------------------------------------------------+
| Canaccord Adams | Canaccord Adams Limited |
+------------------------+-----------------------------------------------------------------------------------+
| Capital Reduction | the proposed reduction of share capital |
| | of Osmetech pursuant to section 641 of |
| | the Companies Act provided for by the |
| | Scheme |
+------------------------+-----------------------------------------------------------------------------------+
| Companies Act | the Companies Act 2006 |
+------------------------+-----------------------------------------------------------------------------------+
| Company or Osmetech | Osmetech plc, a public limited company |
| | incorporated in England and Wales with |
| | registered number 2849544 |
+------------------------+-----------------------------------------------------------------------------------+
| Court | the High Court of Justice in England |
| | and Wales |
+------------------------+-----------------------------------------------------------------------------------+
| Court Hearing | the hearing of the Court for the |
| | sanction of the Scheme and confirmation |
| | of the Capital Reduction |
+------------------------+-----------------------------------------------------------------------------------+
| Court Meeting | the meeting of the Scheme Shareholders |
| | to be convened by order of the Court |
| | under section 896 of the Companies Act |
| | to consider and, if thought fit, |
| | approve the Scheme including any |
| | adjournment of such meeting |
+------------------------+-----------------------------------------------------------------------------------+
| Court Order | the order of the Court sanctioning the |
| | Scheme under section 899 of the |
| | Companies Act and confirming the |
| | Capital Reduction under section 648 of |
| | the Companies Act |
+------------------------+-----------------------------------------------------------------------------------+
| Director or Directors | a director or the directors of the |
| | Company |
+------------------------+-----------------------------------------------------------------------------------+
| Effective Date | the date on which the Scheme becomes |
| | effective in accordance with its terms |
+------------------------+-----------------------------------------------------------------------------------+
| Exchange Act | the US Securities Exchange Act of 1934, |
| | as amended |
+------------------------+-----------------------------------------------------------------------------------+
| Exchange Ratio | the basis upon which Scheme |
| | Shareholders will, pursuant to the |
| | Scheme, exchange their Osmetech Shares |
| | for shares in GenMark being one GenMark |
| | Share for every 230 Osmetech Shares |
+------------------------+-----------------------------------------------------------------------------------+
| FSA | the Financial Services Authority |
| | (United Kingdom) |
+------------------------+-----------------------------------------------------------------------------------+
| FSMA | the Financial Services and Markets Act |
| | 2000 of the United Kingdom, as amended |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark | GenMark Diagnostics, Inc., a Delaware |
| | corporation |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark Directors | the board of directors of GenMark |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark Fundraising | a proposed issue of common shares in |
| | GenMark to raise further funds for the |
| | Osmetech Group |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark Fundraising | the common shares in GenMark to be |
| Shares | issued pursuant to the GenMark |
| | Fundraising |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark Shareholders | holders of GenMark Shares |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark Shares | common shares of par value $0.0001 each |
| | in the capital of GenMark |
+------------------------+-----------------------------------------------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
| or LSE | |
+------------------------+-----------------------------------------------------------------------------------+
| NASDAQ or NASDAQ | the NASDAQ Global Market |
| Global Market | |
+------------------------+-----------------------------------------------------------------------------------+
| NASDAQ Listing | the listing of the GenMark Shares on |
| | the NASDAQ Global Market having become |
| | effective |
+------------------------+-----------------------------------------------------------------------------------+
| New Osmetech Shares | the ordinary shares of 0.10 pence each |
| | in the capital of Osmetech to be issued |
| | credited as fully paid to GenMark in |
| | accordance with the terms of the Scheme |
+------------------------+-----------------------------------------------------------------------------------+
| Non-US Plan | holders of Non-US Plan Options |
| Optionholders | |
+------------------------+-----------------------------------------------------------------------------------+
| Non-US Plan Options | options over Osmetech Shares granted |
| | pursuant to various individual option |
| | agreements |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Group | Osmetech and its subsidiaries and |
| | subsidiary undertakings and, after the |
| | Scheme becomes effective, GenMark and |
| | its subsidiaries and subsidiary |
| | undertakings (as the context requires) |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Optionholders | holders of Osmetech Options |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Options | options over Osmetech Shares granted |
| | pursuant to the US Plan and various |
| | individual option agreements |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech | holders of Osmetech Warrants |
| Warrantholders | |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Warrants | warrants over Osmetech Shares |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Shareholders | persons registered in Osmetech's |
| | register of members as holders of |
| | Osmetech Shares |
+------------------------+-----------------------------------------------------------------------------------+
| Osmetech Shares | Ordinary shares of 0.10 pence each in |
| | the capital of Osmetech |
+------------------------+-----------------------------------------------------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+------------------------+-----------------------------------------------------------------------------------+
| Proposal | the proposed Scheme of Arrangement, the |
| | cancellation of the Osmetech Shares |
| | from AIM and the listing of the GenMark |
| | Shares and the GenMark Fundraising |
| | Shares on the NASDAQ Global Market |
+------------------------+-----------------------------------------------------------------------------------+
| Reduction Record Time | 6.00 p.m. on the business day |
| | immediately prior to the date of the |
| | Court Hearing |
+------------------------+-----------------------------------------------------------------------------------+
| Registrar | the Registrar of Companies in England |
| | and Wales |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme or Scheme of | the scheme of arrangement proposed to |
| Arrangement | be made under Part 26 of the Companies |
| | Act between Osmetech and the holders of |
| | the Scheme Shares with or subject to |
| | any modification, addition or condition |
| | approved or imposed by the Court and |
| | agreed by Osmetech and GenMark |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme Circular | a circular to be issued by the Company |
| | to Scheme Shareholders in connection |
| | with the Scheme of Arrangement |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme GM | the general meeting of Osmetech and any |
| | adjournment thereof |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme Record Time | 6.00 p.m. on the business day |
| | immediately prior to the Effective |
| | Date |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme Shares | (i) |
| | the |
| | Osmetech |
| | Shares |
| | in issue |
| | at the |
| | date of |
| | this |
| | announcement; |
| | (ii) |
| | any Osmetech |
| | Shares issued |
| | after the |
| | date of this |
| | announcement |
| | and before |
| | the Voting |
| | Record Time |
| | in respect of |
| | the Court |
| | Meeting; and |
| | (iii) |
| | any Osmetech |
| | Shares issued |
| | at or after |
| | the Voting |
| | Record Time |
| | in respect of |
| | the Court |
| | Meeting and |
| | on or before |
| | the Reduction |
| | Record Time |
| | either on |
| | terms that |
| | the original |
| | or any |
| | subsequent |
| | holders of |
| | such shares |
| | are to be |
| | bound by the |
| | Scheme, or in |
| | respect of |
| | which the |
| | holders are, |
| | or have |
| | agreed in |
| | writing to |
| | be, bound by |
| | the Scheme |
| | but excluding |
| | any Osmetech |
| | Shares |
| | registered in |
| | the name of |
| | or |
| | beneficially |
| | owned by |
| | GenMark |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme Shareholders | the holders of Scheme Shares |
+------------------------+-----------------------------------------------------------------------------------+
| Securities Act | the US Securities Act of 1933, as |
| | amended |
+------------------------+-----------------------------------------------------------------------------------+
| SEC | the US Securities and Exchange |
| | Commission |
+------------------------+-----------------------------------------------------------------------------------+
| Shareholder Meetings | the Court Meeting and the Scheme GM and |
| | "Shareholder Meeting" shall mean either |
| | of them as the context dictates |
+------------------------+-----------------------------------------------------------------------------------+
| subsidiary undertaking | a subsidiary undertaking as that term |
| | is defined in section 1162(2) of the |
| | Companies Act |
+------------------------+-----------------------------------------------------------------------------------+
| Suspension Date | the date upon which the Osmetech Shares |
| | are expected to be suspended from |
| | trading on AIM, which, as at the date |
| | of this announcement, is expected to be |
| | 20 May 2010, although this date is |
| | subject to change |
+------------------------+-----------------------------------------------------------------------------------+
| Takeover Code | the City Code on Takeovers and Mergers |
+------------------------+-----------------------------------------------------------------------------------+
| Underwriters | the underwriters who it is proposed |
| | will underwrite the GenMark Fundraising |
+------------------------+-----------------------------------------------------------------------------------+
| Underwriting Agreement | means the underwriting agreement to be |
| | entered into between GenMark and the |
| | Underwriters in relation to the GenMark |
| | Fundraising |
+------------------------+-----------------------------------------------------------------------------------+
| United Kingdom or UK | the United Kingdom of Great Britain and |
| | Northern Ireland |
+------------------------+-----------------------------------------------------------------------------------+
| United States or US | the United States of America, each |
| | state of the United States and the |
| | District of Columbia, its territories |
| | and possessions |
+------------------------+-----------------------------------------------------------------------------------+
| US Plan | the Osmetech plc 2003 US Equity |
| | Compensation Plan |
+------------------------+-----------------------------------------------------------------------------------+
| US Plan Optionholders | holders of US Plan Options |
+------------------------+-----------------------------------------------------------------------------------+
| US Plan Options | options over Osmetech Shares granted |
| | pursuant to the US Plan |
+------------------------+-----------------------------------------------------------------------------------+
| Voting Record Time | 6.00 p.m. on the date that is two days |
| | before the Court Meeting and the Scheme |
| | GM or, if the Court Meeting or Scheme |
| | GM is adjourned, 6.00 p.m. on the day |
| | which is two days before the date of |
| | such adjourned meeting |
+------------------------+-----------------------------------------------------------------------------------+
Appendix
Steven Kemper, aged 55 holds, or has held within the past five years, the
following directorships:
+---------------------+---------------------+---------------------+
| Position | Company/Partnership | Position still held |
| | | Y/N |
+---------------------+---------------------+---------------------+
| Chief Financial | GenMark | Y |
| Officer | Diagnostics, Inc. | |
+---------------------+---------------------+---------------------+
| Senior Vice | Osmetech Technology | Y |
| President Finance | Inc | |
+---------------------+---------------------+---------------------+
| Chief Financial | The Active Network | N |
| Officer | | |
+---------------------+---------------------+---------------------+
| Chief Financial | Dexcom Inc | N |
| Officer | | |
+---------------------+---------------------+---------------------+
| President | Pacific Financial | Y |
| | Consulting | |
+---------------------+---------------------+---------------------+
| Board Member | Open Energy Corp. | N |
+---------------------+---------------------+---------------------+
There is no further information to disclose in respect of Steven Kemper under
paragraph (g) of Schedule 2 of the AIM Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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