Placing

 

TIDMOMH 
 
RNS Number : 3449D 
Osmetech PLC 
01 December 2009 
 

                          Osmetech Plc (the "Company") 
1 December 2009 
Proposed Placing of 479,800,841 New Ordinary Shares at 2.05p per New Ordinary 
Share 
The Company today announces that it and Canaccord Adams have placed 479,800,841 
new ordinary shares at 2.05p per share with certain of the Company's 
shareholders and new investors. The Placing will raise gross proceeds for the 
Company of GBP9.8 million (US$16.3 million) and the New Ordinary Shares 
represent 14.6 per cent. of the existing issued share capital of the Company. 
The proceeds of the Placing are proposed to be used for general working capital 
purposes as outlined in more detail below. 
Institutional and other investors have conditionally agreed to subscribe for the 
New Ordinary Shares, 228,056,211 of which are being placed by Canaccord Adams, 
and the balance of 251,744,630 New Ordinary Shares are being placed directly by 
the Company with investors outside the UK. The Placing has not been 
underwritten. The issue of the New Ordinary Shares is conditional, inter alia, 
upon the approval of Shareholders of the First Resolution to be sought at the 
General Meeting which is being convened for 21 December 2009. Subject to 
Shareholders approving the First Resolution to be proposed at the General 
Meeting, it is expected that Admission of the New Ordinary Shares will take 
place on or about 22 December 2009. 
The Company is also proposing to amend the Articles of Association so as to 
remove references to the Company's authorised share capital, which is now no 
longer required under the Companies Act 2006 and to adopt new Articles of 
Association in order to update the Company's current Articles of Association to 
take account of recent changes in company law. 
The Company is further proposing to amend the US Plan by increasing the maximum 
aggregate number of shares that may be subject to awards granted under the US 
Plan, and the maximum annual limit on the number of shares that may be subject 
to awards granted to any one individual under the US Plan. 
The New Ordinary Shares are not being offered on a pro rata basis to existing 
Shareholders and accordingly the Placing is conditional, inter alia, upon 
Shareholders resolving to disapply statutory pre-emption rights. Shareholders 
will today be sent a Notice of General Meeting which is proposed to be convened 
for 11.00 a.m. on 21 December 2009 at which resolutions will be proposed to 
approve the allotment and issue of the New Ordinary Shares, to amend the 
Company's Articles of Association and to approve the US Plan Amendments. 
Background to and reasons for the Proposals 
As at 30 October 2009, the Group's cash balances and equivalents stood at 
approximately GBP1,831,000 ($3,017,000). In order to continue developing the 
Group's molecular diagnostics business, the Company will require additional 
working capital. The Board has considered various funding options, and has 
concluded that, at its current stage of development, equity rather than debt 
financing is more appropriate for the Company. 
The Directors continue to explore whether a listing on another exchange, 
including NASDAQ, would be in the interests of the Company in order to raise the 
Company's profile among investors, potential strategic partners and customers, 
and to provide greater liquidity for Shareholders. 
Use of Proceeds of the Issue 
The Company intends to use the net proceeds of the Placing for the following 
purposes: 
· to continue the development and obtain regulatory clearance for further tests 
for the eSensor  XT-8 System; 
· to fund sales, marketing and service personnel and marketing initiatives in 
connection with further placements of eSensor  XT-8 Systems and launches of new 
tests; 
· to continue the development of the advanced sample-to-answer AD-8 System; and 
· the remainder for additional working capital, general corporate purposes 
(including any additional listing that may be sought by the Company) and to 
explore opportunities to expand its current business through strategic alliances 
and licences with other businesses. 
The expected use of the net proceeds of the Placing referred to above represents 
the Directors' current intentions based on the Company's present plans and 
business conditions. The Company will retain broad discretion in the allocation 
and use of the net proceeds. Assuming that no further funds are raised by the 
Company, either through capital, licensing, collaborations or other commercial 
activities, the net proceeds of the Placing will be sufficient to support the 
business until approximately the fourth quarter of 2010. 
Current Trading and Prospects 
Revenues for the nine months ended 30 September 2009 were $692,006 (GBP450,459), 
an increase of 74 per cent. over revenues of $397,882 (GBP201,910) for the 
corresponding period in 2008. Revenues were principally from sales of the 
Company's eSensor  Cystic Fibrosis Carrier Detection Test for use on the eSensor 
 4800 System, together with a growing contribution from sales of the eSensor 
Warfarin Sensitivity Test and Cystic Fibrosis Genotyping Test for use on the 
second generation eSensor  XT-8 platform. 
The installed base of instruments with customers has continued to grow with 43 
eSensor  XT-8 instruments under contract as at 30 September 2009. The Company is 
currently converting its customers who have been running Cystic Fibrosis Carrier 
Detection Tests on its first generation eSensor  4800 System across to the 
eSensor  XT-8 System. This will give all customers access to new tests when 
launched allowing them to benefit from the improved features and excellent 
performance of the eSensor  XT-8 System. Osmetech will benefit from reduced 
manufacturing costs and other operational efficiencies as the Company will be 
supporting a single platform. 
The eSensor  XT-8 platform's ease of use and excellent system performance is 
being recognised by an increasing number of potential customers illustrated by 
the selection of Osmetech's Warfarin Sensitivity Test and eSensor  XT-8 
molecular diagnostics instrument platform for use at ten of the twelve sites for 
a major 1,238 patient US trial, examining the utility of using genetic 
information for warfarin dosing, sponsored by the US National Heart, Lung, and 
Blood Institute (NHLBI), part of the National Institutes of Health (NIH) in the 
US. Osmetech has also won three industry and technology awards for its eSensor 
XT-8 instrument in 2009: an Innovations in Healthcare ABBY Award, an R&D 100 
Award and a Medical Design Excellence Award. 
Commercial progress is expected to continue into 2010 with an expansion of the 
installed base of instruments and the launch of a Respiratory Viral Pathogen 
Test and a Thrombosis Risk Test. 
Strategy 
Osmetech aims to be the market leader in providing high value, simple to 
perform, clinically relevant multiplexed molecular tests to aid in the diagnosis 
of disease and the selection and dosing of therapies. 
The molecular diagnostics market is an emerging growth market, estimated to be 
worth $1.9bn in 2009, with forecast growth rates of approximately 14 per cent. 
per annum over the next five years. The main growth drivers include the need for 
improved pharmacoeconomics, the conversion from laboratory developed tests to 
FDA-cleared IVD tests and the decentralisation of molecular testing. 
The Company's overall objective is to continue to expand the use of its eSensor 
platform by providing a growing menu of tests on an easy-to-use, fast and 
cost-effective platform. To achieve this objective, the Company intends to 
broaden its menu of tests and increase the installed base of revenue generating 
instruments with customers. In so doing, the Company expects to increase its 
average revenue per instrument and improve its gross margins towards its 
long-term goal of in excess of 75 per cent. 
Osmetech's Business 
The Company's eSensor  XT-8 platform is a simple, 'clinical lab ready' system 
designed specifically for the molecular diagnostics market and fits into routine 
workflows. The system is based on robust and proven proprietary electrochemical 
technology that has had the benefit of approximately $150m of research and 
development expenditure since 1995. Multiple tests are able to be performed on 
individual samples in a random access format giving the ability to initiate 
tests while other tests are in progress. It is a compact bench-top workstation 
with an integrated touch screen computer and disposable test cartridges that can 
process up to 3,000 tests a week. It provides a definitive result within 30 
minutes from a prepared sample with limited operator involvement and requires 
little or no maintenance. 
Osmetech is principally targeting those reference laboratories and hospitals 
that already possess molecular testing skills but currently do not have a 
satisfactory solution for the particular tests being offered. The Company's 
target customers will typically be sending their testing out to larger 
institutions but would prefer to retain testing in-house in order to provide 
faster results for the patient and to improve the cost effectiveness of their 
laboratories. Osmetech is one of a small number of companies with the capability 
of meeting the needs of this decentralizing and growing market. Other target 
customers for the Company are reference labs currently running 
laboratory-developed tests or so-called "home-brew" tests in house. These 
laboratories often wish to perform a percentage of their tests on a validated 
alternative platform. 
The Company's business model is currently to provide customers with an 
instrument via outright sale or under a reagent rental agreement earning 
Osmetech revenues from the ongoing annuity sale of tests. On a reagent rental 
basis, the customer incurs no upfront capital expenditure, has minimal labour 
costs and dedicates only a small amount of laboratory space for running the 
test. With attractive reimbursement levels in place, molecular diagnostic 
testing becomes cost effective for Osmetech's customers and provides improved 
levels of patient diagnosis and subsequent care. 
This business model should give Osmetech a high quality revenue stream of repeat 
consumable business with growth from an increase in both the number of customers 
and the number of tests per instrument through the expansion of the test menu. 
The Company is selling directly to customers in the US and plans to access other 
geographical markets by establishing a network of distributors. 
Osmetech's Tests 
Osmetech has two FDA-cleared tests for use on the eSensor  XT-8 System: 
· Warfarin Sensitivity Test. This is a pharmacogenetic test that identifies 
genetic variations known to affect how an individual metabolizes and responds to 
the drug warfarin, marketed under the brand name Coumadin  and in other generic 
forms, which is the most commonly prescribed oral anti-coagulant in North 
America and Europe. Two million new patients in the US alone are prescribed 
warfarin each year. 
· Cystic Fibrosis Genotyping Test. This test is used for cystic fibrosis carrier 
screening for adults of reproductive age, as an aid in newborn screening for 
cystic fibrosis, and as a confirmatory diagnostic test for cystic fibrosis in 
newborns and children. Currently 1.2 million tests are performed annually in the 
US. 
Osmetech plans to expand its IVD test menu further for the eSensor  XT-8 System, 
focussing on market requirements and validated content where external research 
has already identified the relevant biomarkers, thereby enabling it to control 
the associated development costs. The Company plans to target applications in 
personalised medicine, companion diagnostics, genetics, infectious diseases and 
cancer mutations influencing drug efficacy. Its current pipeline of tests 
includes the following: 
· eSensor  Warfarin Sensitivity Plus Test.  Based on the eSensor  Warfarin 
Sensitivity Test, this test incorporates a number of additional markers, 
including the exclusively-licensed CYP450-4F2 biomarker. An application for FDA 
510(k) clearance for this test is planned following the anticipated near-term 
publication of an external prospective study addressing the clinical utility of 
these additional markers; 
· Respiratory Viral Pathogen Test. This is a test panel to detect and identify 
major respiratory viruses. In the US, more than 600,000 people each year are 
hospitalised with respiratory infections, including community-acquired pneumonia 
and seasonal influenza. This test will adapt QIAGEN's QIAplex-based respiratory 
viral test for use on the eSensor  XT 8 System and is currently in development. 
Osmetech plans to submit an application for FDA 510(k) clearance following 
clinical trials expected to begin this year and to be completed in the first 
half of 2010; 
· Thrombosis Risk Tests. Venous thrombosis tests for the most common mutations 
associated with increased risk of blood clots (Factor II, Factor V and MTHFR), 
which can lead to stroke and pulmonary embolism. In 2008, the Directors believe 
that more than 650,000 tests were performed in the US. Development has now been 
completed. Clinical trials are planned, and an application for FDA 510(k) 
clearance is anticipated for later in 2009; 
· 2C19 Plavix Test. A test for metabolism of the anti-platelet drug Plavix 
(Clopidogrel). This test is currently in development and the Company expects to 
submit an application for FDA 510(k) clearance if and when development is 
completed. The FDA has recently updated the label for Plavix, stating that 
CYP2C19 poor metaboliser status is associated with diminished response to 
Clopidogrel, and an increased risk of heart attack for such patients. It further 
notes that pharmacogenetic testing can identify genotypes associated with 
variability in CYP2C19 activity. Plavix is ineffective in 6-30% of patients due 
to genetic variations; 
· KRAS Test. This is a test for the analysis of the k-ras gene mutation status 
in patients with colorectal cancer. K-ras mutations have been shown to be 
predictive biomarkers that can help identify patients with metastatic colon 
cancer who are more likely to respond to treatment. This test is currently in 
feasibility studies and the Company intends to submit an application for FDA 
510(k) clearance if and when development is completed; and 
· Tamoxifen Sensitivity Test. This is a test for metabolism of the breast cancer 
drug Tamoxifen. This test is currently in feasibility studies and the Company 
expects to submit an application for FDA 510(k) clearance if and when 
development is completed. 
The Placing 
The Company is proposing to raise approximately GBP9.8 million (US$16.3 million) 
before expenses by the issue of the New Ordinary Shares at 2.05p (US$0.034) per 
share with certain of the Company's shareholders and new investors. The New 
Ordinary Shares represent 41.6 per cent. of the existing issued share capital of 
the Company and will when issued rank pari passu with the existing Ordinary 
Shares in the Company. 
Institutional and other investors have conditionally agreed to subscribe for the 
New Ordinary Shares, 228,056,211 of which are being placed by Canaccord Adams, 
and the balance of 251,744,630 New Ordinary Shares are being placed directly by 
the Company with investors outside the UK. The Placing has not been 
underwritten. The issue of the New Ordinary Shares is conditional, inter alia, 
upon the approval of Shareholders of the First Resolution to be sought at the 
General Meeting which is being convened for 21 December 2009 and upon Admission 
becoming effective on 22 December 2009 (or such later date as the Company and 
Canaccord Adams may agree but not later than 31 December 2009). 
The Directors believe that raising new funds by way of the Placing is the most 
appropriate method of funding the Company at the present time. The Board 
considers that a general offer to existing Shareholders by way of rights or 
other pre-emptive issue is not appropriate at this stage of the Company's 
development due to the significant additional costs that would be incurred and 
the delay that would be caused by the production and approval of a prospectus. 
Related Party Transaction 
Efficacy Biotech Master Fund Limited and Gartmore are participating in the 
Placing at the Placing Price and are considered to be Substantial Shareholders 
under the AIM Rules and as a result each of them are considered to be a Related 
Party of the Company for the purposes of the AIM Rules. Christopher Gleeson the 
Company's chairman, is also participating in the Placing at the Placing Price 
and in view of the fact that he is a Director of the Company is also regarded as 
a Related Party of the Company for the purposes of the AIM Rules. The Directors 
(excluding Christopher Gleeson in respect of the New Ordinary Shares to be 
subscribed by himself and excluding Jon Faiz Kayyem in respect of the New 
Ordinary Shares to be subscribed by Efficacy) consider, having consulted with 
the Company's nominated adviser, Canaccord Adams, and having regard to the 
Company's financial position, that the terms of the Placing with Gartmore, 
Efficacy, and Christopher Gleeson are fair and reasonable insofar as the 
shareholders of the Company are concerned. In arriving at this view the 
Directors have had regard to the Company's financial position. The shareholdings 
of Gartmore, Efficacy, and Christopher Gleeson prior to and after the Placing of 
the New Ordinary Shares, are set out below: 
+-----------------------+-------------------+--------------------+--------------------+--------------------+ 
|                       | At the date of this document           | Immediately following the Placing       | 
+                       +----------------------------------------+-----------------------------------------+ 
|                       | Number of Ordinary    | Per cent. of      | Number of Ordinary | Per cent. of the   | 
|                       | Shares held           | issued share      | Shares held        | enlarged issued    | 
|                       |                       | capital           |                    | share capital      | 
+-----------------------+-----------------------+-------------------+--------------------+--------------------+ 
| Efficacy Biotech      | 307,200,049       | 26.6               | 314,556,701        | 19.3               | 
| Master Fund Limited   |                   |                    |                    |                    | 
| and its affiliates    |                   |                    |                    |                    | 
+-----------------------+-------------------+--------------------+--------------------+--------------------+ 
| Gartmore              | 231,014,326       | 20.0               | 304,580,846        | 18.6               | 
+-----------------------+-------------------+--------------------+--------------------+--------------------+ 
| Christopher Gleeson   | 30,469,227        | 2.6                | 59,895,835         | 3.7                | 
+-----------------------+-------------------+--------------------+--------------------+--------------------+ 
 
Jon Faiz Kayyem is beneficially interested in Efficacy Biotech Master Fund 
Limited and its affiliates and consequently Dr Kayyem currently has a beneficial 
interest in 113,413,122 Ordinary Shares held by Efficacy and its affiliates 
representing 9.83 per cent. of the current issued ordinary share capital. The 
exact number of Ordinary Shares that Dr Kayyem will beneficially own as a result 
of Efficacy's participation in the Placing cannot be completely determined until 
Efficacy has completed its own internal reporting and will be able to inform Dr 
Kayyem of his exact beneficial holding in the Company. Assuming that all of the 
7,356,652 New Ordinary Shares agreed to be subscribed by Efficacy in the Placing 
do pass through to Dr Kayyem's beneficial holding, Dr Kayyem's aggregate 
beneficial holding held through Efficacy and its affiliates would be increased 
to a total of 120,769,774 Ordinary Shares representing 7.4 per cent of the 
enlarged issued share capital. 
US Plan Amendments 
Shareholders approved the amended and restated US Plan in September 2008, which 
incorporated various alterations to the US Plan designed to bring it in to line 
with US law and practice in the context of the then proposed NASDAQ listing. The 
Directors are now seeking Shareholder approval, in accordance with the rules of 
the US Plan, to: 
(a) increase the maximum aggregate number of shares that may be subject to 
awards under the US Plan from 60,000,000 shares to 160,000,000 shares; 
(b) increase the maximum number of shares within the maximum aggregate limit 
which may be subject to awards granted as "Incentive Stock Options" from 
5,000,000 shares to 160,000,000 shares; and 
(c) increase the maximum annual limit on the number of shares that may be 
subject to awards granted to any one individual under the US Plan from 
20,000,000 shares to 50,000,000 shares. 
Consistent with the concentration of Osmetech's operations in the US, the US 
Plan provides the primary basis for providing share option incentives to the 
Company's senior management and employees. Typically, UK share plans have 
percentage limits on dilution which adjust automatically for events such as the 
Placing.  The US Plan, in accordance with US practice, has a numerical limit 
that requires adjustment for the Placing. The proposed increase reflects the 
Directors' view that the ability to grant equity awards will be particularly 
important in recruitment and retention in the US. For this reason, it is also 
proposed that all of the enlarged capacity of the US Plan may be made the 
subject of tax-favoured Incentive Stock Options, within the statutory limits 
imposed by the US Internal Revenue Code.  Following Shareholder approval and the 
Placing, the maximum dilution limit of 160,000,000 shares would represent 
approximately 9.8 per cent. of the Company's enlarged share capital. 
Conditional upon completion of the Placing, the Board intends to award share 
options to Jon Faiz Kayyem, David Sandilands and certain other employees. The 
Remuneration Committee of the Board will determine both the number and terms of 
the options. 
Extraordinary General Meeting 
A circular to Shareholders to convene a General Meeting to be held at the 
offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 
11.00 a.m. on 21 December 2009 is being sent to Shareholders today. At this 
meeting, (i) a special resolution will be proposed to grant a new authority and 
power to the Directors to permit them to allot the New Ordinary Shares pursuant 
to the Placing and (ii) an ordinary resolution will be proposed in order to 
implement the US Plan Amendments. 
It is also proposed pursuant to the First Resolution to remove references to the 
Company's authorised share capital which is now no longer required under the 
Companies Act 2006. Notwithstanding the removal of references to the authorised 
share capital, the Directors will still require authority to allot shares in the 
Company. Furthermore, it is proposed in the First Resolution to adopt new 
articles of association in order to update the Company's current articles of 
association to take account of the Companies (Shareholders' Rights) Regulations 
2009 and the implementation on 1 October 2009 of the last parts of the Companies 
Act 2006. The new Articles of Association showing all the changes to the current 
Articles of Association are available for inspection by Shareholders at the 
Company's offices at 1 Liverpool Street, London, EC2M 7QD at any time until and 
including the date of the General Meeting. 
Whilst a proportion of the Company's spending is discretionary, Osmetech's cash 
position will only allow the Company to continue to meet its obligations until 
approximately early 2010. Accordingly, it is important that Shareholders vote in 
favour of the First Resolution to be proposed at the GM to allow the Company to 
proceed with the Placing to permit it to continue to trade as a going concern. 
Christopher Gleeson, Non-Executive Chairman of Osmetech, said: 
"I am delighted with the support that we have received for the Placing from both 
new and existing investors, the funds from which will allow us to continue to 
develop our business in the exciting, emerging multiplexed molecular diagnostics 
market." 
Contacts 
For further information contact: 
Osmetech plc 
David Sandilands, Chief Financial Officer - 0207 849 6027 
Jon Faiz Kayyem, Chief Executive Officer - [phone] 
 
Canaccord Adams Limited 
(Nominated Advisor) 
0207 050 6500 
Robert Finlay 
Henry Fitzgerald-OConnor 
Madano Partnership 
Matthew Moth - 0207 593 4000 
 
 
General 
This announcement is for information purposes only and does not constitute an 
offer to issue or sell, or the solicitation of an offer to subscribe for or 
acquire, any securities to any person in any jurisdiction, including without 
limitation in the United States, Canada, Australia or Japan. 
The distribution of this announcement and the Issue of the New Ordinary Shares 
in certain jurisdictions may be restricted by law. No action has been taken by 
the Company or Canaccord Adams, or any of their respective affiliates that would 
permit an offer of the New Ordinary Shares or possession or distribution of this 
announcement or any other offering or publicity material relating to such New 
Ordinary Shares in any jurisdiction where action for that purpose is required. 
Persons into whose possession this announcement comes are required by the 
Company and Canaccord Adams, to inform themselves about and to observe any such 
restrictions. 
This Announcement is not an offer of securities for sale in the United States. 
Securities may not be offered or sold in the United States absent registration 
under the US Securities Act of 1933 (the "Securities Act") or an exemption 
therefrom. The Company has not registered and does not intend to register any of 
its Ordinary Shares under the Securities Act. The New Ordinary Shares are not 
being offered or sold in the United States. 
Canaccord Adams, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for the Company and no-one 
else in connection with the Placing and will not regard any other person 
(whether or not a recipient of this announcement) as a client in relation to the 
Placing and will not be responsible to anyone other than the Company for 
providing the protections afforded to its clients or for providing advice in 
relation to the Placing or any other matter referred to herein. Its 
responsibilities as the Company's nominated adviser under the AIM Rules for 
Companies and the AIM Rules for Nominated Advisers are owed to the London Stock 
Exchange and the Company and not to any other person in respect of his decision 
to acquire New Ordinary Shares in reliance on any part of this announcement. No 
representation or warranty, express or implied, is made by Canaccord Adams as to 
any of the contents of this announcement. 
This announcement includes forward-looking statements. The words "believe", 
"anticipate", "expect", "intend", "aim", "plan", "predict", "continue", 
"assume", "positioned", "may", "will", "should", "shall", "risk" and any other 
similar expressions that are predictions of or indicate future events and future 
trends identify forward-looking statements. These forward-looking statements 
include all matters that are not historical facts. Investors should not place 
undue reliance on forward-looking statements because they involve known and 
unknown risks, uncertainties and other factors that are in many cases beyond the 
Company's control. By their nature, forward-looking statements involve risks and 
uncertainties because they relate to events and depend on circumstances that may 
or may not occur in the future. Forward-looking statements are not guarantees of 
future performance, and the Company's actual results of operations, financial 
condition and liquidity, and the development of the industry in which it 
operates may differ materially from that made in or suggested by the 
forward-looking statements contained in this announcement. The cautionary 
statements set forth above should be considered in connection with any 
subsequent written or oral forward-looking statements that the Company, or 
persons acting on its behalf, may issue. These forward-looking statements are 
made as of the date of this document and are not intended to give any assurances 
as to future results. Save as required by law or regulation the Company 
undertakes no obligation to update these forward-looking statements, and will 
not publicly release any revisions it may make to these forward-looking 
statements that may result from events or circumstances arising after the date 
of this announcement. 
 
 
 
DEFINITIONS AND GLOSSARY 
The following definitions apply throughout this announcement, unless the context 
requires otherwise: 
+------------------------------+------------------------------------------------------------------------+ 
| "AIM"                        | the AIM market of the London Stock Exchange                            | 
+------------------------------+------------------------------------------------------------------------+ 
| "Articles of Association"    | the articles of association of the Company                             | 
+------------------------------+------------------------------------------------------------------------+ 
| "Board" or "Directors"       | the board of directors of the Company                                  | 
+------------------------------+------------------------------------------------------------------------+ 
| "Canaccord Adams"            | Canaccord Adams Limited                                                | 
+------------------------------+------------------------------------------------------------------------+ 
| "Company" or "Osmetech"      | Osmetech PLC                                                           | 
+------------------------------+------------------------------------------------------------------------+ 
| "Efficacy"                   | Efficacy Biotech Master Fund Limited                                   | 
+------------------------------+------------------------------------------------------------------------+ 
| "FDA"                        | US Food and Drug Administration                                        | 
+------------------------------+------------------------------------------------------------------------+ 
| "First Resolution"           | resolution number one set out in the notice of GM                      | 
+------------------------------+------------------------------------------------------------------------+ 
| "FSA"                        | the Financial Services Authority                                       | 
+------------------------------+------------------------------------------------------------------------+ 
| "FSMA"                       | the Financial Services and Markets Act 2000                            | 
+------------------------------+------------------------------------------------------------------------+ 
| "General Meeting" or "GM"    | the General Meeting of the Company which is proposed to be convened    | 
|                              | for 11.00 a.m. on 21 December 2009, notice of which is being sent to   | 
|                              | Shareholders today                                                     | 
+------------------------------+------------------------------------------------------------------------+ 
| "Group"                      | the Company and its subsidiaries                                       | 
+------------------------------+------------------------------------------------------------------------+ 
| "IVD"                        | In Vitro Diagnostics                                                   | 
+------------------------------+------------------------------------------------------------------------+ 
| "London Stock Exchange"      | London Stock Exchange plc                                              | 
+------------------------------+------------------------------------------------------------------------+ 
| "NASDAQ"                     | The NASDAQ Stock Market LLC                                            | 
+------------------------------+------------------------------------------------------------------------+ 
| "New Ordinary Shares"        | 479,800,841 New Ordinary shares proposed to be issued by the Company   | 
|                              | for cash pursuant to the Placing                                       | 
+------------------------------+------------------------------------------------------------------------+ 
| "Ordinary Shares"            | ordinary shares of 0.10 pence each in the share capital of the Company | 
+------------------------------+------------------------------------------------------------------------+ 
| "Placing"                    | the proposed placing of the New Ordinary Shares for cash to            | 
|                              | institutional and/or other investors described in this document.       | 
+------------------------------+------------------------------------------------------------------------+ 
| "Placing Price"              | 2.05p (US$0.034) per New Ordinary Share                                | 
+------------------------------+------------------------------------------------------------------------+ 
| "Proposals"                  | the Placing and the proposed amendments to the Articles of Association | 
|                              | and the other matters referred to in this announcement (excluding the  | 
|                              | US Plan Amendments)                                                    | 
+------------------------------+------------------------------------------------------------------------+ 
| "Shareholders"               | holders of Ordinary Shares                                             | 
+------------------------------+------------------------------------------------------------------------+ 
| "Substantial Shareholder"    | as that term is defined in the AIM Rules                               | 
+------------------------------+------------------------------------------------------------------------+ 
| "UK" or "United Kingdom"     | the United Kingdom of Great Britain and Northern Ireland               | 
+------------------------------+------------------------------------------------------------------------+ 
| "United States" or "US"      | the United States of America, its territories and possessions, any     | 
|                              | State of the United States and the District of Columbia                | 
+------------------------------+------------------------------------------------------------------------+ 
| "US Plan"                    | the Osmetech plc 2003 US Equity Compensation Plan                      | 
+------------------------------+------------------------------------------------------------------------+ 
| "US Plan Amendments"         | the amendments to the Osmetech plc 2003 US Equity Compensation Plan    | 
|                              | referred to in this announcement                                       | 
+------------------------------+------------------------------------------------------------------------+ 
| "$" or "US$"                 | the lawful currency of the United States                               | 
+------------------------------+------------------------------------------------------------------------+ 
| "GBP"                        | the lawful currency of the United Kingdom                              | 
+------------------------------+------------------------------------------------------------------------+ 
| In this announcement, UK sterling amounts have been converted to US dollars and vice versa at the     | 
| relevant date specified next to such amounts or, where no date is specified, at an exchange rate of   | 
| GBP1 - US$1.6577                                                                                      | 
+------------------------------+------------------------------------------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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