Update re. Scheme of Arrangement

 

TIDMOMH 
 
RNS Number : 7862M 
Osmetech PLC 
29 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 
  Scheme of Arrangement update: Court Order issued to sanction Scheme 
 and 
                                Capital Reduction 
Further to the announcement by Osmetech plc on 27 April 2010 regarding the 
approval of the Scheme and associated matters at the Court Meeting and the 
Scheme GM, the Company is pleased to announce that the High Court of Justice in 
England and Wales has today issued the order sanctioning the Scheme and the 
Capital Reduction by which GenMark's acquisition of Osmetech is being 
implemented.  The Scheme will become effective upon the Court Order being 
delivered to the Registrar of Companies which is expected to take place on 3 
June 2010. 
The Osmetech Shares were this morning suspended from trading on AIM.  The 
quotation of the Osmetech Shares on AIM is expected to be cancelled at 7.00 a.m. 
on 4 June 2010.  An expected timetable of principal events is set out in the 
Appendix to this announcement. 
GenMark and Osmetech have today entered into an underwriting agreement with 
Piper Jaffray & Co., for itself and on behalf of Think Equity LLC and William 
Blair & Company LLC (together, the "Underwriters"), pursuant to which the 
Underwriters have agreed to underwrite the purchase of 4,600,000 GenMark Shares 
at $6.00 per share ("Fundraising Price") to raise a gross aggregate amount for 
GenMark of $27,600,000.  In addition, GenMark has granted to the Underwriters an 
option to purchase up to an additional 690,000 GenMark Shares at the Fundraising 
Price to cover over-allotments made by the Underwriters in connection with the 
GenMark Fundraising ("Over-Allotment Option").  The Over-Allotment Option may be 
exercised at any time up until 27 June 2010.  The NASDAQ Listing and the GenMark 
Fundraising are conditional upon the Scheme having become effective.  The 
Directors of Osmetech have put in place procedures to eliminate any material and 
reasonably foreseeable risk that the Scheme will not be made effective unless 
the GenMark Fundraising and NASDAQ Listing are also completed. 
A further announcement will be made once the Scheme has become effective. 
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 AND HAS BECOME 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 the Scheme not completing on a timely 
basis, or at all, termination of the GenMark Fundraising, 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(1) | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Conditional dealings commence in                                                     |           on 28 May 2010 | 
| GenMark Fundraising                                                                  |                          | 
| Shares.............................................................................. |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Last day and time for receipt of                                                     |     12.00 p.m. on 2 June | 
| transfers of Osmetech Shares for                                                     |                     2010 | 
| registration......................................................                   |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Scheme Record                                                                        | 6.00 p.m. on 2 June 2010 | 
| Time.........................................................                        |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Effective Date of the                                                                |              3 June 2010 | 
| 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 | 
| Shares.............................................................................. |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Cancellation of quotation of Osmetech                                                | 7.00 a.m. on 4 June 2010 | 
| Shares on AIM.....                                                                   |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
| Latest date for despatch of DRS                                                      |              2 July 2010 | 
| statements (if applicable) in respect                                                |                          | 
| of GenMark                                                                           |                          | 
| Shares........................                                                       |                          | 
+--------------------------------------------------------------------------------------+--------------------------+ 
__________________________ 
Notes: 
(1)        These dates are indicative only and are subject to change.  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. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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