Update re: Scheme timetable
May 27 2010 - 8:39AM
UK Regulatory
TIDMOMH
RNS Number : 6656M
Osmetech PLC
27 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
Further to the announcement by Osmetech plc earlier today in relation to the
further delay in the closing of the GenMark Fundraising, the Company announces a
revised timetable for the proposed listing of GenMark on NASDAQ, the proposed
closing of the GenMark Fundraising and the suspension of trading of Osmetech
Shares.
The Court Hearing this morning considered the Scheme and the Court has agreed to
make the Order to approve the Scheme conditional upon the Underwriting Agreement
in relation to the GenMark Fundraising being executed by the Company, GenMark
and the Underwriters. If the Underwriting Agreement is executed prior to 7.00
a.m. tomorrow morning, 28 May 2010, the suspension of trading of Osmetech Shares
on AIM will take place at 7.30 a.m. tomorrow, 28 May 2010, with the Scheme
scheduled to become effective and the commencement of trading of GenMark Shares
on NASDAQ scheduled to take place on 3 June 2010. Cancellation of admission of
Osmetech Shares on AIM would be scheduled for 4 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.
A further announcement will be made tomorrow 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 |
+---------------------------------------------------------------+--------------------------+
| Reduction Record | 6.00 p.m. on 26 May |
| Time................................................. | 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Last day of dealings in Osmetech | Up until 4.30 p.m. on 27 |
| Shares..................... | May 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Suspension of trading of Osmetech | 7.30 a.m. on 28 May |
| Shares on AIM...... | 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Court Order | 28 May 2010(1) |
| issued....................................................... | |
+---------------------------------------------------------------+--------------------------+
| Conditional dealings commence in | 2.00 p.m. (9.00 a.m. New |
| GenMark Fundraising | York time) on 28 May |
| Shares....................................................... | 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Last day and time for receipt of | 12.00 p.m. on 2 June |
| transfers of Osmetech Shares for | 2010(1) |
| registration................................................. | |
+---------------------------------------------------------------+--------------------------+
| Scheme Record | 6.00 p.m. on 2 June |
| Time..................................................... | 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Effective Date of the | 3 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 3 June |
| relation to GenMark Fundraising | 2010(1) |
| Shares....................................................... | |
+---------------------------------------------------------------+--------------------------+
| Cancellation of quotation of Osmetech | 7.00 a.m. on 4 June |
| Shares on AIM. | 2010(1) |
+---------------------------------------------------------------+--------------------------+
| Latest date for despatch of DRS | 2 July 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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