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THIS ANNOUNCEMENT IS MADE IN ACCORDANCE WITH THE REQUIREMENTS OF THE AIM RULES FOR COMPANIES.

Osmetech plc

Proposed change of Group structure, listing and fundraising on the NASDAQ Global Market and cancellation of AIM trading facility

The Board of Osmetech today announces that it has approved a proposal to be put before Osmetech Shareholders to change the domicile of Osmetech to the United States, by reorganising the Osmetech Group such that Osmetech will become a wholly owned subsidiary of GenMark Diagnostics, Inc., a company recently incorporated in the State of Delaware in the United States, and the existing Osmetech Shareholders will become stockholders of GenMark.  It is proposed that GenMark Shares issued to the Osmetech Shareholders will be traded on the NASDAQ Global Market, and that Osmetech's AIM Trading Facility will be cancelled.  GenMark also proposes to implement an equity fundraising through an initial US public offering.

Background to and reasons for the Proposal

The Board believes that the proposal to move to a US listing on the NASDAQ Global Market is in the best interests of Osmetech Shareholders. The Board believes that this is the natural next step in the evolution of the Company's shareholder base which has seen a steady growth in US ownership since 2006, including a significant increase over the last two years with approximately 57 per cent. of Osmetech's Ordinary Shares now being beneficially owned by US residents. The Proposal will align the place of listing with the business activities of the Osmetech Group, which are almost entirely based in the US, and where the Board expects the majority of the Osmetech Group's future growth to take place. Currently over 95 per cent. of the Osmetech Group's sales and net assets are in the US. The Board considers there to be a potentially larger pool of investors in the US than in the UK who are more familiar with the Osmetech Group's business and have a better understanding of the US molecular diagnostics industry, which is the current focus of the Osmetech Group. The Board also believes that there is a general reluctance on the part of US investors to invest in UK companies of the size and profile of Osmetech unless they have a trading facility in the US.  Furthermore, a significant number of emerging healthcare technology companies trade on the NASDAQ Global Market and the Directors believe that there is a greater knowledge and understanding of those companies in that market.

The Board believes that the NASDAQ Listing will raise the profile of the Osmetech Group amongst the investor community in the US and with potential strategic partners and customers.  They also believe that a trading facility on the NASDAQ Global Market may also ultimately provide greater liquidity for Osmetech Shareholders. In addition, the Board expects that the parent company of the Osmetech Group will benefit from its listing being amongst a more appropriate public company peer group.

GenMark is also proposing to raise approximately $40 million through the issuance of GenMark Shares pursuant to the GenMark Fundraising.  The GenMark Fundraising will be on a non pre-emptive basis, which means the existing Osmetech Shareholders will not have an entitlement to participate in the GenMark Financing. As of the date of this announcement, the number and price at which the GenMark Shares will be issued pursuant to the GenMark Fundraising is not known, and will not be known before Osmetech Shareholders vote on the Scheme at the Shareholder Meetings.  The number of GenMark Shares to be issued pursuant to the GenMark Fundraising, together with the price at which they will be issued, and accordingly the actual dilutive effect on Osmetech Shareholders as a consequence of the GenMark Fundraising will be announced on AIM when they have been determined.  It is anticipated that the GenMark Fundraising will be completed at the same time as the Scheme of Arrangement becomes effective. By voting in favour of the Scheme at the Shareholder Meetings, Osmetech Shareholders will be giving the GenMark Directors discretion to determine the number of GenMark Shares and the price at which they are issued pursuant to the GenMark Fundraising.  Whilst the GenMark Fundraising will have a dilutive effect on Osmetech Shareholders, the funds to be raised by the GenMark Fundraising will be available for the future development of the Osmetech Group for the benefit of all Osmetech Shareholders.

The net proceeds of the GenMark Fundraising will, if it is completed, be used to develop the Osmetech Group's products, to fund sales and marketing initiatives and for general corporate purposes.

GenMark has filed a registration statement relating to the GenMark Fundraising with the SEC, but this registration statement has not yet become effective and is subject to amendment. The proposed GenMark Fundraising will be made only by means of a prospectus that is included as part of the registration statement.  Once available, a preliminary prospectus relating to the proposed GenMark Fundraising may be obtained from Piper Jaffray & Co. at 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402 or by calling + 1 800 747-3924.

No assurance can be given that the GenMark Fundraising will be completed.  If the GenMark Fundraising does not complete, it will not be possible for the NASDAQ Listing to become effective (and accordingly the GenMark Shares to be issued pursuant to the Scheme would not be listed on the NASDAQ Global Market).  The Scheme must have become effective as a pre-condition for the NASDAQ Listing to take effect and for completion of the GenMark Fundraising.  A structure will be put in place to enable the Directors, so far as is reasonably practicable, to not take the necessary formal steps to bring the Scheme into effect if it appears that the GenMark Fundraising will not proceed and complete. If the Directors believe (based on the facts know to them immediately prior to the Effective Date) that the GenMark Fundraising will not proceed and complete, the Directors will not take such steps and Osmetech will continue to be traded on AIM as the holding company of the Osmetech Group.  In particular, the Court Order sanctioning the Scheme will not be delivered to the Registrar to be registered and for the Scheme to become effective until all of the conditions to closing (save for the condition relating to the Scheme becoming effective) under the Underwriting Agreement have been satisfied or waived.  Similarly, to the extent that the GenMark Fundraising and the NASDAQ Listing is delayed, the implementation of the Scheme will be postponed accordingly.  In the opinion of the Directors, the structure adopted eliminates any material and reasonably foreseeable risk that the Scheme would proceed but that neither the GenMark Fundraising and the NASDAQ Listing would not.

The Proposal

The Board has today announced that it has unanimously approved a number of inter-related proposals, namely:

·                to reorganise the Osmetech Group pursuant to a Court approved scheme of arrangement so that Osmetech becomes a wholly-owned subsidiary of GenMark, a new company incorporated in the State of Delaware, United States, and the existing Osmetech Shareholders become shareholders of GenMark;

·                to move the trading facility of the parent company of the Osmetech Group from AIM to the NASDAQ Global Market; and

·                to implement an equity fundraising in GenMark at the time the Scheme of Arrangement becomes effective.

The Scheme is conditional upon, inter alia, the approval of Osmetech Shareholders at the Court Meeting and the passing of a special resolution at the Scheme GM. The proposed move of the trading facility from AIM to the NASDAQ Global Market and the GenMark Fundraising are each subject to the Scheme becoming effective in accordance with its terms. 

If fully implemented, the Scheme will result in all Osmetech Shares being replaced by GenMark Shares, on the following basis:

one GenMark Share for every 230 Osmetech Shares held at the Scheme Record Time

and so in proportion for any other number of Osmetech Shares then held.

Osmetech Shareholders will not have to pay anything for the GenMark Shares they receive through the Scheme.

Fractional entitlements to GenMark Shares will be rounded up and a single GenMark Share will be issued in respect of any Scheme Shareholder's aggregate fractional entitlements to a GenMark Share.

Management and employees

David Sandilands is today standing down as Chief Financial Officer but will continue as a non-executive director of the Company until the Effective Date.  Steven Kemper has today been appointed Chief Financial Officer of the Company.  Since November 2009, Steven Kemper has served as senior vice president finance of Osmetech Technology Inc, a wholly owned subsidiary of the Company.  Prior to that time, Steven Kemper has served as the Chief Financial Officer of The Active Network and Dexcom Inc, a medical device company.  Steven Kemper also currently serves as the president of Pacific Financial Consulting, a financial consulting enterprise.   The disclosures required to be made under Rule 17 of the AIM Rules in respect of Steven Kemper are set out in the Appendix to this announcement.

The current directors of Osmetech are Christopher Gleeson, Jon Faiz Kayyem, Steven Kemper, Daryl Faulkner and David Sandilands.  From the Effective Date, the board of directors of GenMark will be Christopher Gleeson, Jon Faiz Kayyem, Daryl Faulkner and Kevin O'Boyle who are based in the United States.  David Sandilands will not be joining the Board of GenMark on account of the fact that following the Effective Date the Osmetech Group will have no material continuing association with the United Kingdom.  In addition, Steven Kemper, John Bellano and Pankaj Singhal will be executive officers of GenMark.  The duties of those directors of GenMark who are currently directors of Osmetech will remain unchanged in all material respects following implementation of the Scheme.  There will be no material changes to the rights, including compensation and pension arrangements, of the Osmetech Group senior management arising from the Scheme.

It is not expected that there will be any material changes to the existing employment rights, including pension rights of employees of the Osmetech Group.

The Board has no intention to make any major changes in the business of Osmetech as a result of the Scheme becoming effective.

Admission, listing and expected timing

The GenMark Shares are intended to be listed on the NASDAQ Global Market. The listing of the GenMark Shares on the NASDAQ Global Market is expected to become effective on the Effective Date and dealings in GenMark Shares on the NASDAQ Global Market are expected to commence at 2.30 p.m. (9.30 a.m. New York time) on 25 May 2010, being the expected Effective Date (although this date is subject to change).  The Osmetech Shares are expected to be suspended from trading on AIM at 7.00 a.m. on 20 May 2010 and the cancellation of the AIM Trading Facility is expected to take effect from 7.00 a.m. on 26 May 2010.  An expected timetable of principal events is set out at the end of this announcement, although it is emphasised that the dates given are indicative only, and are subject to change.

Dividends

To date, Osmetech has not paid a dividend to Osmetech Shareholders.  There are currently no plans to pay a dividend, but if GenMark does pay a dividend in the future, such dividends will be in US dollars.

Osmetech Options and Osmetech Warrants

All Osmetech Shares issued on the exercise of options or warrants on or prior to the Reduction Record Time will be subject to the Scheme.  An amendment to the articles of association of the Company is to be proposed at the General Meeting to the effect that Osmetech Shares issued after the Reduction Record Time will be automatically acquired by GenMark in consideration for the equivalent number of GenMark Shares as such Osmetech Shareholder would have been entitled to had those Osmetech Shares been cancelled under the Scheme.

US Plan Options will not be affected by the Scheme and will continue to subsist over Osmetech Shares subject to the terms on which they were granted.  It is intended that US Plan Optionholders will be given the opportunity to surrender their US Plan Options in exchange for the grant of new options over GenMark Shares under the new share incentive plan to be adopted by GenMark.  The Company will write to US Plan Optionholders separately setting out details of this proposal.

Some of the Non-US Plan Options are already exercisable, and the effect of the Scheme is to cause such options to lapse after a short period following the Court's sanction of the Scheme.  There are Non-US Plan Options granted to two individuals which have not yet vested, and the effect of the Scheme is to cause these options to vest and become exercisable in full on the Court's sanction of the Scheme for a short period following which they shall lapse. 

There are Non-US Plan Options granted to four individuals which will not be affected by the Scheme and will continue to be exercisable following the Scheme pursuant to the terms on which they were granted.

For those Non-US Plan Optionholders, it is intended that these individuals will be given the opportunity to surrender their Non-US Plan Options in exchange for the grant of new options over GenMark Shares under the new share incentive plan to be adopted by GenMark.  The Company will write to Non-US Plan Optionholders separately setting out details of such proposals.

Osmetech Warrants will not be affected by the Scheme.  However, it is intended that the Osmetech Warrantholders will exchange their Osmetech Warrants for warrants over GenMark Shares.  All Osmetech Shares issued on the exercise of Osmetech Warrants on or prior to the Reduction Record Time will be subject to the Scheme.

The Takeover Code

As a consequence of Osmetech being admitted to AIM, with a majority of its directors resident outside the UK, the Panel has confirmed that the Takeover Code does not currently apply to the Company.  Following implementation of the Proposal, GenMark will be governed by the General Corporation Law of the State of Delaware and the Exchange Act of 1934, amongst other state and federal laws of the United States.

The Court Meeting and the Scheme GM

In order to seek the approval of Osmetech Shareholders of the matters set out above and otherwise described in this announcement, Osmetech will hold two meetings of shareholders - a Court Meeting and a Scheme GM. The Court Meeting is a statutory requirement and is convened at the direction of the Court to seek the approval of the Scheme itself whereas the Scheme GM is a general meeting of the Company convened by the Company in order to pass a resolution including a special resolution which is necessary to allow the Scheme to be implemented.

In the event that the resolution to be proposed at the Court Meeting and the special resolution to be proposed at the Scheme GM are not both passed by the requisite majority or the Court does not sanction the Scheme, none of the proposed redomiciliation, the listing of the GenMark Shares on NASDAQ, the cancellation of the AIM Trading Facility, or the GenMark Fundraising will take place.

A circular containing full details of the Proposal to be considered at the Shareholders Meetings will be sent to Osmetech Shareholders on or about 31 March 2010.  The Scheme Circular will also be available on Osmetech's website at www.osmetech.com from that date.

Christopher Gleeson, Chairman of Osmetech, commented: "We believe that the parent company of the Osmetech Group would benefit from its listing being in the US and amongst a more appropriate public company peer group where there is a potentially larger pool of investors who also have a better understanding of the molecular diagnostics industry."