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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 : 4661J
Osmetech PLC
31 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
Further to the announcement by Osmetech plc on 19 March 2010 regarding 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 it is
today posting the Scheme Circular in connection with the Proposal to all
Osmetech Shareholders. The Scheme Circular contains, among other things, the
terms and conditions of the Scheme of Arrangement, notices of the Court Meeting
and Scheme Meeting and an expected timetable of principal events.
Shareholder approval of the Scheme will be sought at the Court Meeting and the
Scheme Meeting, both of which are to be held on 20 April 2010. The Scheme will
also require the sanction of the Court.
A copy of the Scheme Circular will shortly be available on the Company's website
at www.osmetech.com.
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:
+------------------------+-----------------------------------------------------------------------------------+
| AIM | the AIM market of the London Stock |
| | Exchange |
+------------------------+-----------------------------------------------------------------------------------+
| AIM Trading Facility | the current quotation of the Osmetech |
| | Shares on AIM |
+------------------------+-----------------------------------------------------------------------------------+
| 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 |
+------------------------+-----------------------------------------------------------------------------------+
| FSMA | the Financial Services and Markets Act |
| | 2000 of the United Kingdom, as amended |
+------------------------+-----------------------------------------------------------------------------------+
| GenMark | GenMark Diagnostics Inc, a Delaware |
| | corporation |
+------------------------+-----------------------------------------------------------------------------------+
| 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 Shares | common shares of par value $0.0001 each |
| | in the capital of GenMark including |
| | where the context admits, the GenMark |
| | Fundraising Shares |
+------------------------+-----------------------------------------------------------------------------------+
| NASDAQ or NASDAQ | the NASDAQ Global Market |
| Global Market | |
+------------------------+-----------------------------------------------------------------------------------+
| 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 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 |
+------------------------+-----------------------------------------------------------------------------------+
| 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 NASDAQ |
+------------------------+-----------------------------------------------------------------------------------+
| Reduction Record Time | 6.00 p.m. on the business day |
| | immediately prior to the date of the |
| | Court Hearing |
+------------------------+-----------------------------------------------------------------------------------+
| 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 | the circular to be posted to Osmetech |
| | Shareholders in relation to the |
| | Proposal |
+------------------------+-----------------------------------------------------------------------------------+
| Scheme GM or Scheme | the general meeting of Osmetech and any |
| Meeting | adjournment thereof |
+------------------------+-----------------------------------------------------------------------------------+
| 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; |
| | and |
| | (iii) |
| | any Osmetech |
| | Shares |
| | issued at or |
| | after the |
| | Voting |
| | Record Time |
| | 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 |
+------------------------+-----------------------------------------------------------------------------------+
| SEC | the US Securities and Exchange |
| | Commission |
+------------------------+-----------------------------------------------------------------------------------+
| Securities Act | the US Securities Act of 1933, as |
| | amended |
+------------------------+-----------------------------------------------------------------------------------+
| subsidiary undertaking | a subsidiary undertaking as that term |
| | is defined in section 1162(2) of the |
| | Companies Act |
+------------------------+-----------------------------------------------------------------------------------+
| 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 |
+------------------------+-----------------------------------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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