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
Proposed change of Group structure, listing and fundraising on the NASDAQ Global Market and cancellation of AIM trading facility
Further to the announcement by Osmetech plc on 19 March 2010 regarding 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, the Company announces that it is today posting the Scheme Circular in connection with the Proposal to all Osmetech Shareholders. The Scheme Circular contains, among other things, the terms and conditions of the Scheme of Arrangement, notices of the Court Meeting and Scheme Meeting and an expected timetable of principal events.
Shareholder approval of the Scheme will be sought at the Court Meeting and the Scheme Meeting, both of which are to be held on 20 April 2010. The Scheme will also require the sanction of the Court.
A copy of the Scheme Circular will shortly be available on the Company's website at www.osmetech.com.
Contacts
For further information contact:
Osmetech plc
Steven Kemper, Chief Financial Officer - +1 626 463 2004
Jon Faiz Kayyem, Chief Executive Officer - +1 626 463 2000
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.
Definitions
The following definitions apply throughout this announcement, unless the context otherwise requires:
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AIM
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the AIM market of the London Stock Exchange
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AIM Trading Facility
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the current quotation of the Osmetech Shares on AIM
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Canaccord Adams
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Canaccord Adams Limited
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Capital Reduction
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the proposed reduction of share capital of Osmetech pursuant to section 641 of the Companies Act provided for by the Scheme
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Companies Act
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the Companies Act 2006
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Company or Osmetech
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Osmetech plc, a public limited company incorporated in England and Wales with registered number 2849544
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Court
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the High Court of Justice in England and Wales
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Court Hearing
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the hearing of the Court for the sanction of the Scheme and confirmation of the Capital Reduction
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Court Meeting
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the meeting of the Scheme Shareholders to be convened by order of the Court under section 896 of the Companies Act to consider and, if thought fit, approve the Scheme including any adjournment of such meeting
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FSMA
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the Financial Services and Markets Act 2000 of the United Kingdom, as amended
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GenMark
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GenMark Diagnostics Inc, a Delaware corporation
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GenMark Fundraising
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a proposed issue of common shares in GenMark to raise further funds for the Osmetech Group
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GenMark Fundraising Shares
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the common shares in GenMark to be issued pursuant to the GenMark Fundraising
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GenMark Shares
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common shares of par value $0.0001 each in the capital of GenMark including where the context admits, the GenMark Fundraising Shares
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NASDAQ or NASDAQ Global Market
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the NASDAQ Global Market
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Osmetech Group
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Osmetech and its subsidiaries and subsidiary undertakings and, after the Scheme becomes effective, GenMark and its subsidiaries and subsidiary undertakings (as the context requires)
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Osmetech Shareholders
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persons registered in Osmetech's register of members as holders of Osmetech Shares
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Osmetech Shares
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Ordinary shares of 0.10 pence each in the capital of Osmetech
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Proposal
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the proposed Scheme of Arrangement, the cancellation of the Osmetech Shares from AIM and the listing of the GenMark Shares and the GenMark Fundraising Shares on NASDAQ
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Reduction Record Time
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6.00 p.m. on the business day immediately prior to the date of the Court Hearing
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Scheme or Scheme of Arrangement
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the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Osmetech and the holders of the Scheme Shares with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Osmetech and GenMark
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Scheme Circular
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the circular to be posted to Osmetech Shareholders in relation to the Proposal
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Scheme GM or Scheme Meeting
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the general meeting of Osmetech and any adjournment thereof
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Scheme Shares
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(i) the Osmetech Shares in issue at the date of this announcement;
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(ii) any Osmetech Shares issued after the date of this announcement and before the Voting Record Time; and
(iii) any Osmetech Shares issued at or after the Voting Record Time and on or before the Reduction Record Time either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme, or in respect of which the holders are, or have agreed in writing to be, bound by the Scheme,
but excluding any Osmetech Shares registered in the name of or beneficially owned by GenMark
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Scheme Shareholders
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the holders of Scheme Shares
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SEC
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the US Securities and Exchange Commission
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Securities Act
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the US Securities Act of 1933, as amended
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subsidiary undertaking
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a subsidiary undertaking as that term is defined in section 1162(2) of the Companies Act
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Voting Record Time
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6.00 p.m. on the date that is two days before the Court Meeting and the Scheme GM or, if the Court Meeting or Scheme GM is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting
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