Print   

Tuesday 01 June, 2010

Osmetech PLC

Update re. Scheme of Arrangem

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 - +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 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 GenMark Fundraising Shares..............................................................................

on 28 May 2010

Last day and time for receipt of transfers of Osmetech Shares for registration......................................................

12.00 p.m. on 2 June 2010

Scheme Record Time.........................................................

6.00 p.m. on 2 June 2010

Effective Date of the Scheme............................................

3 June 2010

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

Cancellation of quotation of Osmetech Shares on AIM.....

7.00 a.m. on 4 June 2010

Latest date for despatch of DRS statements (if applicable) in respect of GenMark Shares........................

2 July 2010

__________________________

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
 
 
MSCLIFEAEEIAFII

Investegate takes no responsibility for the accuracy of the information within the site.


The announcements are supplied by the denoted source. Queries about the content of an announcement should be directed to the source. Investegate reserves the right to publish a filtered set of announcements. NAV, EMM/EPT, Rule 8 and FRN Variable Rate Fix announcements are filitered from this site.



Investegate      © 2012 FE. All rights reserved.