Proposed Adjournment of Shareholder Meetings

 

TIDMOMH 
 
RNS Number : 4115K 
Osmetech PLC 
19 April 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE 
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
THIS ANNOUNCEMENT IS MADE IN ACCORDANCE WITH THE REQUIREMENTS OF THE AIM RULES 
FOR COMPANIES. 
 
                                  Osmetech plc 
              Proposed adjournment of Osmetech Shareholder Meetings 
The Company announces that it proposes to adjourn the Shareholder Meetings 
(which are currently scheduled to commence at 11.30 a.m. on 20 April 2010), to 
approve the proposed change of domicile of Osmetech to the United States, the 
associated listing of GenMark on the NASDAQ Global Market, cancellation of AIM 
Trading Facility and equity fundraising by GenMark.  This proposed action has 
been caused as a result of none of the Directors of the Company being able to 
attend the Shareholder Meetings due to all flights to the UK being cancelled 
because of the dust cloud caused by the volcanic activity currently taking place 
in Iceland. 
It is proposed that the Shareholder Meetings will be adjourned until 27 April 
2010.  Sally Craig, Osmetech's company secretary, is proposed to be appointed as 
Jon Faiz Kayyem's alternate director for the purposes of adjourning the 
Shareholder Meetings scheduled to take place tomorrow.  This appointment will be 
revoked immediately following tomorrow's meetings, at which time a further 
announcement will be made.  The proposed adjournment of the Shareholder Meetings 
does not otherwise affect the expected timetable of principal events set out in 
the Scheme Circular in relation to the Proposal issued by the Company on 31 
March 2010 ("Scheme Circular"). 
Terms defined in the Scheme Circular shall have the same meaning(s) when used in 
this announcement. 
 
Contacts 
For further information contact: 
Osmetech plc 
Steven Kemper, Chief Financial Officer - [phone] 
Jon Faiz Kayyem, Chief Executive Officer - [phone] 
 
Canaccord Adams Limited 
(Nominated Advisor) 
020 7050 6500 
Robert Finlay 
Henry Fitzgerald-O'Connor 
 
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY 
ANY SECURITIES OF GENMARK OR OSMETECH, NOR SHALL IT FORM THE BASIS OF, OR BE 
RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION. 
THE GENMARK SHARES TO BE ISSUED PURSUANT TO THE SCHEME WILL ONLY BE ISSUED TO 
OSMETECH SHAREHOLDERS IN ACCORDANCE WITH THE SCHEME AND THE SCHEME CIRCULAR. 
the GenMark Shares to be issued pursuant to the Scheme will not be registered 
with the SEC under the Securities Act, but will be issued in reliance upon an 
exemption from the registration requirements. 
A REGISTRATION STATEMENT RELATING TO THE ISSUANCE OF GENMARK SHARES IN THE 
GENMARK FUNDRAISING HAS BEEN FILED WITH THE SEC BUT HAS NOT YET BECOME EFFECTIVE 
AND IS SUBJECT TO AMENDMENT.  THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO 
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. 
OFFERS OF THESE SECURITIES MAY BE MADE ONLY BY MEANS OF A PROSPECTUS MEETING THE 
APPLICABLE REQUIREMENTS OF UNITED STATES LAWS AND REGULATIONS AND THE LAWS AND 
REGULATIONS OF ANY OTHER JURISDICTION IN WHICH SUCH SECURITIES MAY BE LAWFULLY 
OFFERED FOR SALE. 
Apart from the responsibilities and liabilities, if any, which may be imposed on 
Canaccord Adams by the FSMA or the regulatory regime established thereunder, 
Canaccord Adams does not accept any responsibility whatsoever for the contents 
of this announcement or for any statement made or purported to be made by it, or 
on its behalf, in connection with Osmetech, GenMark, the Osmetech Shares, the 
GenMark Shares or the Proposal.  Canaccord Adams accordingly disclaims all and 
any liability whether arising in tort, contract or otherwise (save as referred 
to above) which it might otherwise have in respect of this statement or any such 
statement. 
Canaccord Adams, which is authorised and regulated in the United Kingdom by the 
FSA, is acting exclusively for Osmetech and GenMark and no one else in 
connection with the Proposal and will not be responsible to anyone other than 
Osmetech and GenMark for providing the protections afforded to clients of 
Canaccord Adams nor for providing advice in relation to the Proposal or the 
contents of this announcement, or any matter referred to herein. 
Statements in this announcement regarding the Scheme, including expectations 
with respect to the Scheme and the timetable for completing the Scheme, the 
ability to list the GenMark Shares on the NASDAQ Global Market and complete the 
GenMark Fundraising, future financial operating results, potential benefits of 
the Scheme, and future opportunities for Osmetech or GenMark as well as any 
other statements about the future expectations, beliefs, goals, plans or 
prospects of the management of Osmetech or GenMark constitute "forward-looking" 
statements.  Any statements that are not statements of historical fact 
(including statements containing the words "believe", "plan", "anticipate", 
"expect", "estimate", and similar expressions) should also be considered to be 
forward-looking in nature.  There are a number of important factors that could 
cause actual results or events to differ materially from those indicated by such 
forward-looking statements, including not obtaining the necessary approvals to 
complete the Scheme on a timely basis, or at all, inability to complete the 
GenMark Fundraising on favourable terms, or at all, decreases in demand for 
Osmetech's products and other factors described in Osmetech's Annual Report for 
the year ended 31 December 2008.  Osmetech disclaims any intention or obligation 
to update any forward-looking statements as a result of developments occurring 
after the date of this announcement.  Osmetech Shareholders are cautioned not to 
place undue weight on these forward-looking statements. Actual results may 
differ materially from those anticipated in such forward-looking statements even 
if experience or future changes make it clear that any projected results 
expressed or implied therein may not be realised. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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