Adjournment of Osmetech Shareholder Meetings
20 Abril 2010 - 9:45AM
UK Regulatory
TIDMOMH
RNS Number : 4799K
Osmetech PLC
20 April 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
Adjournment of Osmetech Shareholder Meetings
Further to the announcement released on 19 April 2010 in connection with the
proposal to adjourn the Shareholder Meetings, to approve 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 at the meetings held today,
the Court Meeting was adjourned to 11.30 a.m. on 27 April 2010 and the Scheme GM
was adjourned to 11.45 a.m. on 27 April 2010 (or as soon thereafter as the Court
Meeting shall have been concluded or adjourned). Both meetings will take place
at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A
2HA. The adjournments have been necessitated due to none of the Directors of
the Company being able to attend the Shareholder Meetings scheduled for today as
a consequence of all flights to the UK being cancelled as a result of the dust
cloud caused by the volcanic activity currently taking place in Iceland.
Sally Craig, Osmetech's company secretary, was appointed as Jon Faiz Kayyem's
alternate director for the purposes of chairing the meetings held today. This
appointment has now been revoked. Save for the new dates for the Shareholder
Meetings, the deadline for appointment of proxies for such meetings and the
Voting Record Time for the Court Meeting and the Scheme GM, the expected
timetable of principal events set out in the Scheme Circular in relation to the
Proposal issued by the Company on 31 March 2010 ("Scheme Circular") remains
unchanged. The revised timetable is set out in the appendix to this
announcement.
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 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.
Appendix
The following indicative timetable sets out the expected dates (subject to note
6 below) for the implementation of the Proposal.
+------------------------------------------------------------------------------------+--------------------------+
| Event | Time and/or date(1) |
+------------------------------------------------------------------------------------+--------------------------+
| Latest time for lodging blue forms of | 11.30 a.m. on 25 April |
| proxy for the Court | 2010(2) |
| Meeting............................................................... | |
+------------------------------------------------------------------------------------+--------------------------+
| Latest time for lodging white forms of | 11.45 a.m. on 25 April |
| proxy for the Scheme | 2010(3) |
| GM................................................................... | |
+------------------------------------------------------------------------------------+--------------------------+
| Voting Record Time for the Court | 6.00 p.m. on 25 April |
| Meeting and the Scheme | 2010(4) |
| GM................................................................................ | |
+------------------------------------------------------------------------------------+--------------------------+
| Court | 11.30 a.m. on 27 April |
| Meeting............................................................... | 2010 |
+------------------------------------------------------------------------------------+--------------------------+
| Scheme | 11.45 a.m. on 27 April |
| GM................................................................... | 2010(5) |
+------------------------------------------------------------------------------------+--------------------------+
| The following dates are subject to | |
| change (please see note (6) below) | |
+------------------------------------------------------------------------------------+--------------------------+
| Reduction Record | 6.00 p.m. on 19 May |
| Time................................................. | 2010(6) |
+------------------------------------------------------------------------------------+--------------------------+
| Last day of dealings in, and for | Up until 4.30 p.m. on 19 |
| registrations of transfers of Osmetech | May 2010 |
| Shares...................................... | |
+------------------------------------------------------------------------------------+--------------------------+
| Suspension of trading of Osmetech | 7.00 a.m. on 20 May |
| Shares on AIM...... | 2010(6) |
+------------------------------------------------------------------------------------+--------------------------+
| Court Hearing to sanction the Scheme | 20 May 2010(6) |
| and Capital | |
| Reduction..................................................................... | |
+------------------------------------------------------------------------------------+--------------------------+
| Conditional dealings commence in | 2.00 p.m. (9.00 a.m. New |
| GenMark Fundraising | York time) on 20 May |
| Shares....................................................... | 2010(6) |
+------------------------------------------------------------------------------------+--------------------------+
| Last day and time for receipt of | 12.00 p.m. on 24 May |
| transfers of Osmetech Shares for | 2010(6) |
| registration................................................. | |
+------------------------------------------------------------------------------------+--------------------------+
| Scheme Record | 6.00 p.m. on 24 May |
| Time..................................................... | 2010(6) |
+------------------------------------------------------------------------------------+--------------------------+
| Effective Date of the | 25 May 2010(6) |
| 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 25 May |
| relation to GenMark Fundraising | 2010(6) |
| Shares....................................................... | |
+------------------------------------------------------------------------------------+--------------------------+
| Cancellation of quotation of Osmetech | 7.00 a.m. on 26 May |
| Shares on AIM. | 2010(6) |
+------------------------------------------------------------------------------------+--------------------------+
| Latest date for despatch of DRS | 24 June 2010(6) |
| statements (if applicable) in respect | |
| of GenMark Shares..................... | |
+------------------------------------------------------------------------------------+--------------------------+
__________________________
Notes:
(1) References to time in this document are to London time, unless
otherwise stated.
(2) It is requested that forms of proxy for the Court Meeting be lodged
at least 48 hours prior to the appointed time for the Court Meeting (or, in the
case of a further adjournment, not later than 48 hours before the time fixed for
the holding of the adjourned Court Meeting), although forms of proxy not so
lodged may be handed to the Company's registrars, Capita Registrars, on behalf
of the chairman of the Court Meeting before the taking of the poll at the Court
Meeting.
(3) Forms of proxy for the Scheme GM must be lodged at least 48 hours
prior to the Scheme GM (or, in the case of a further adjournment, not later than
48 hours before the time fixed for the holding of the adjourned Scheme GM).
Forms of proxy for the Scheme GM not lodged by this time will be invalid.
(4) If either the Court Meeting or the Scheme GM is further adjourned,
the Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m.
on the date two days before the date set for the adjourned Shareholder Meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded or
been adjourned.
(6) 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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