Update re Scheme of Arrangement

 

TIDMOMH 
 
RNS Number : 0583N 
Osmetech PLC 
03 June 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: Scheme becomes effective, GenMark listed on NASDAQ 
                         and GenMark Fundraising closes 
Further to the announcement by Osmetech plc on 29 May 2010 regarding the High 
Court of Justice in England and Wales having made an order sanctioning the 
Scheme and the Capital Reduction by which GenMark's acquisition of Osmetech is 
being implemented, the Company is pleased to announce that the Scheme has become 
effective, GenMark has become listed on NASDAQ and the GenMark Fundraising has 
closed.  The Underwriters continue to have an option to purchase up to an 
additional 690,000 GenMark Shares at $6 per share ("Fundraising Price") to cover 
over-allotments made by the Underwriters in connection with the GenMark 
Fundraising.  It is expected that the Osmetech Shares will be cancelled from 
their quotation on AIM at 7.00 a.m. on 4 June 2010. 
DRS statements in relation to the GenMark Shares are expected to be despatched 
to GenMark Shareholders by 2 July 2010. 
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 ISSUED PURSUANT TO THE SCHEME HAVE ONLY BEEN ISSUED TO 
OSMETECH SHAREHOLDERS IN ACCORDANCE WITH THE SCHEME AND THE SCHEME CIRCULAR. 
the GenMark Shares issued pursuant to the Scheme HAVE not beEN registered with 
the SEC under the Securities Act, but HAVE BEEN 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 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, 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 
 
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