Result of EGM

 

TIDMOMH 
 
RNS Number : 8674K 
Osmetech PLC 
27 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 
     Scheme of Arrangement update: results of Osmetech Shareholder Meetings 
Further to the announcement by Osmetech plc on 31 March 2010 regarding the 
posting of the Scheme Circular in relation to 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 ("Scheme Circular"), the Company is pleased to announce that at the 
Court Meeting and Scheme GM held earlier today to approve the Scheme and 
associated matters, all resolutions were passed. 
At the Court  Meeting, the required majority in number of those Scheme 
Shareholders present and voting, either in person or by proxy, representing 
approximately 99.97 per cent. in nominal value of all Scheme Shares in respect 
of which votes were cast, voted in favour of the Scheme.  The voting of those 
Scheme Shareholders who cast votes either in person or by proxy at the Court 
Meeting was as follows: 
+--------+--------------+---------------+--------------+---------------+--------------+-------------+ 
|        |         Total Votes          |        Votes for the         |       Votes against        | 
|        |                              |            Scheme            |        the Scheme          | 
+--------+------------------------------+------------------------------+----------------------------+ 
|        |    No. of    |    No. of     |    No. of    |    No. of     |    No. of    |   No. of    | 
|        |    Scheme    |    Scheme     |    Scheme    |    Scheme     |    Scheme    |   Scheme    | 
|        |Shareholders  |    Shares     |Shareholders  |    Shares     |Shareholders  |   Shares    | 
|        |              |  Represented  |   (and %)    |  Represented  |   (and %)    |Represented  | 
|        |              |               |              |    (and %)    |              |  (and %)    | 
+--------+--------------+---------------+--------------+---------------+--------------+-------------+ 
| Totals |     774      |1,431,677,191  |     608      |1,431,284,625  |     166      |  392,566    | 
| in     |              |               |   (78.6%)    |   (99.97%)    |   (21.4%)    |  (0.03%)    | 
| person |              |               |              |               |              |             | 
| and by |              |               |              |               |              |             | 
| proxy  |              |               |              |               |              |             | 
+--------+--------------+---------------+--------------+---------------+--------------+-------------+ 
At the Scheme GM, the special resolution required to implement the Scheme of 
Arrangement was passed as a special resolution on a show of hands. 
In order to become effective in accordance with its terms, the Court must now 
sanction the Scheme at the Court Hearing.  This hearing is scheduled to take 
place on 20 May 2010, however, in the light of the timing of the GenMark 
Fundraising, this date and all subsequent dates in relation to the Scheme 
becoming effective, are subject to change.  In the event that the hearing date 
does change, Osmetech will give notice of the changes to the timetable by 
issuing an announcement to the London Stock Exchange and by notice on the 
Company's website. 
The Scheme must have become effective as a pre-condition for the NASDAQ Listing 
to take effect and for completion of the GenMark Fundraising. 
The Court Hearing will be heard before a Companies Court Judge at the Royal 
Courts of Justice, Strand, London WC2A 2LL.  It is anticipated that details of 
the Court Hearing will be published by Her Majesty's Court Service in the Daily 
Cause List for the Chancery Division of the Royal Courts of Justice on the 
Business Day prior to the date of the relevant hearing.  The Chancery Division 
listing office can be contacted on 020 7947 6678/6690 between 10.30 a.m. and 
4.30 p.m. (London time), Monday-Friday. 
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 
   END 
 
 REGFDLFLBZFEBBE