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 - +1 626 463 2004
Jon Faiz Kayyem, Chief Executive Officer - +1 626 463 2000
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 Shares on AIM......
|
7.30 a.m. on 28 May 2010(1)
|
|
Underwriting Agreement signed and Court Order issued...........................................................................
|
28 May 2010(1)
|
|
Conditional dealings commence in GenMark Fundraising Shares.......................................................
|
28 May 2010(1)
|
|
Last day and time for receipt of transfers of Osmetech Shares for registration.................................................
|
12.00 p.m. on 2 June 2010(1)
|
|
Scheme Record Time.....................................................
|
6.00 p.m. on 2 June 2010(1)
|
|
Effective Date of the Scheme........................................
|
3 June 2010(1)
|
|
Commencement of trading on the NASDAQ Global Market in GenMark including in relation to GenMark Fundraising Shares.......................................................
|
2.30 p.m. (9.30 a.m. New York time) on 3 June 2010(1)
|
|
Cancellation of quotation of Osmetech Shares on AIM.
|
7.00 a.m. on 4 June 2010(1)
|
|
Latest date for despatch of DRS statements (if applicable) in respect of GenMark Shares.....................
|
2 July 2010(1)
|
__________________________
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.