Update re Scheme of Arrangement

 

TIDMOMH 
 
RNS Number : 7060M 
Osmetech PLC 
28 May 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 
 
Update regarding Scheme timetable, listing of GenMark on NASDAQ 
 and GenMark 
                                  Fundraising 
Further to the announcement by Osmetech plc yesterday in relation to the Court 
having approved the Scheme conditional upon the Underwriting Agreement in 
relation to the GenMark Fundraising being executed by the Company, GenMark and 
the Underwriters, Osmetech announces that due to the Registration Statement 
filed with the SEC in connection with the GenMark Fundraising not having yet 
been made effective by the SEC, the Underwriters have not  been able to execute 
the Underwriting Agreement.  However, the Directors of Osmetech expect that the 
Registration Statement  will be made effective by the SEC during the course of 
today, following which Osmetech anticipates that the Underwriting Agreement will 
be executed by the Underwriters  thereafter. 
 Upon Osmetech lodging papers with the Court by 4.00 p.m. later today, then the 
Court Order will be issued by the Court and the Scheme, the NASDAQ Listing and 
the GenMark Fundraising are expected to proceed on the basis of the timetable 
set out in the appendix to this announcement.  The details given in the 
timetable are however indicative only and are subject to change. 
In light of the above, the Osmetech Shares are being suspended from trading on 
AIM from 7.30 a.m. this morning. 
A further announcement will be made later today to update Osmetech Shareholders. 
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 Genuity 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.  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 Genuity Limited by the FSMA or the regulatory regime established 
thereunder, Canaccord Genuity Limited 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 
Genuity Limited 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 Genuity Limited, 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 Genuity Limited 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. 
                                    APPENDIX 
                     Expected timetable of principal events 
The following indicative timetable sets out the expected dates for the 
implementation of the Proposal. 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Event                                                                             |         Time and/or date | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Suspension of trading of Osmetech                                                 |      7.30 a.m. on 28 May | 
| Shares on AIM......                                                               |                  2010(1) | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Underwriting Agreement signed and                                                 |           28 May 2010(1) | 
| Court Order                                                                       |                          | 
| issued........................................................................... |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Conditional dealings commence in                                                  |           28 May 2010(1) | 
| GenMark Fundraising                                                               |                          | 
| Shares.......................................................                     |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Last day and time for receipt of                                                  |     12.00 p.m. on 2 June | 
| transfers of Osmetech Shares for                                                  |                  2010(1) | 
| registration.................................................                     |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Scheme Record                                                                     |      6.00 p.m. on 2 June | 
| Time.....................................................                         |                  2010(1) | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Effective Date of the                                                             |           3 June 2010(1) | 
| Scheme........................................                                    |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Commencement of trading on the NASDAQ                                             | 2.30 p.m. (9.30 a.m. New | 
| Global Market in GenMark including in                                             |     York time) on 3 June | 
| relation to GenMark Fundraising                                                   |                  2010(1) | 
| Shares.......................................................                     |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Cancellation of quotation of Osmetech                                             |      7.00 a.m. on 4 June | 
| Shares on AIM.                                                                    |                  2010(1) | 
+-----------------------------------------------------------------------------------+--------------------------+ 
| Latest date for despatch of DRS                                                   |           2 July 2010(1) | 
| statements (if applicable) in respect                                             |                          | 
| of GenMark Shares.....................                                            |                          | 
+-----------------------------------------------------------------------------------+--------------------------+ 
__________________________ 
Note: 
(1)        These dates are indicative only and will depend, among other things, 
on the date upon which the Underwriting Agreement is executed as well as the 
date on which the Court Order is delivered to the Registrar.  These dates may 
also be adjusted to the extent that the dates of the GenMark Fundraising and the 
NASDAQ Listing are amended.  If any of the dates set out above change, the 
Company will give notice of the change by issuing an announcement through a 
Regulatory Information Service and by notice on the Company's website. 
 
 
 
 
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            The company news service from the London Stock Exchange 
   END 
 
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