Update re. Scheme of arrangement
May 17 2010 - 1:47AM
UK Regulatory
TIDMOMH
RNS Number : 0154M
Osmetech PLC
17 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
Update regarding Scheme timetable, listing of GenMark on NASDAQ
and GenMark
Fundraising
Following the approval of the Scheme and associated matters at the Osmetech
Shareholder Meetings, the Board of Osmetech today provides the following update
in relation to the Scheme timetable, listing of GenMark on NASDAQ and the
GenMark Fundraising.
On 13 May 2010, GenMark filed Amendment Number 2 ("Amendment") to its
Registration Statement on Form S-1 originally filed with the United States
Securities and Exchange Commission on March 19, 2010 (file no. 333-165562). The
Amendment includes an initial estimate of the price range (US $8.00 to US
$10.00) at which the GenMark Shares are proposed to be issued in the GenMark
Fundraising. This price range is subject to further amendment and the GenMark
Directors are permitted to issue the GenMark Fundraising Shares outside any
published price range.
As set out in the Scheme Document, if fully implemented, the Scheme will result
in all Osmetech Shareholders becoming shareholders in GenMark, on the basis of
one GenMark Share for every 230 Osmetech Shares held at the Scheme Record Time.
Using a US$/UK sterling exchange rate of 0.6843, being the exchange rate
prevailing on 13 May 2010, the initial estimated price range equates to an
estimated value of between 2.38 pence and 2.98 pence for each Osmetech Share in
issue as at today's date.
A copy of the Amendment may be viewed on the Securities and Exchange Commission
website at www.sec.gov.
In view of the delay in the filing of the Amendment, the Court Hearing to
sanction to the Scheme has been rescheduled to take place on 26 May 2010, which
would delay the Effective Date of the Scheme to 1 June 2010 and the cancellation
of trading on AIM to 2 June 2010. The revised expected timetable is set out in
the appendix to this announcement, although it is emphasised that the dates
given are indicative only, and are subject to change.
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
As of 10 May 2010, Canaccord Adams Limited, the Company's nominated adviser and
broker has changed its name to Canaccord Genuity Limited.
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.
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 |
+--------------------------------------------------------------------------------+--------------------------+
| Reduction Record | 6.00 p.m. on 25 May |
| Time................................................. | 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Last day of dealings in Osmetech | Up until 4.30 p.m. on 25 |
| Shares..................... | May 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Suspension of trading of Osmetech | 7.00 a.m. on 26 May |
| Shares on AIM...... | 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Court Hearing to sanction the Scheme | 26 May 2010(1) |
| and Capital | |
| Reduction..................................................................... | |
+--------------------------------------------------------------------------------+--------------------------+
| Conditional dealings commence in | 2.00 p.m. (9.00 a.m. New |
| GenMark Fundraising | York time) on 26 May |
| Shares....................................................... | 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Last day and time for receipt of | 12.00 p.m. on 28 May |
| transfers of Osmetech Shares for | 2010(1) |
| registration................................................. | |
+--------------------------------------------------------------------------------+--------------------------+
| Scheme Record | 6.00 p.m. on 28 May |
| Time..................................................... | 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Effective Date of the | 1 June 2010(1) |
| Scheme........................................ | |
+--------------------------------------------------------------------------------+--------------------------+
| Commencement of trading on the NASDAQ | 2.30 p.m. (9.30 a.m. New |
| Global Market in GenMark including in | York time) on 1 June |
| relation to GenMark Fundraising | 2010(1) |
| Shares....................................................... | |
+--------------------------------------------------------------------------------+--------------------------+
| Cancellation of quotation of Osmetech | 7.00 a.m. on 2 June |
| Shares on AIM. | 2010(1) |
+--------------------------------------------------------------------------------+--------------------------+
| Latest date for despatch of DRS | 30 June 2010(1) |
| statements (if applicable) in respect | |
| of GenMark Shares..................... | |
+--------------------------------------------------------------------------------+--------------------------+
__________________________
Note:
(1) These dates are indicative only and will depend, among other things,
on the date upon which the Court sanctions the Scheme and confirms the
associated Capital Reduction 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 (including, inter alia, the expected date of the
Court Hearing) 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
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