Result of EGM
27 April 2010 - 9:59PM
UK Regulatory
TIDMOMH
RNS Number : 8674K
Osmetech PLC
27 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
Scheme of Arrangement update: results of Osmetech Shareholder Meetings
Further to the announcement by Osmetech plc on 31 March 2010 regarding the
posting of the Scheme Circular in relation to 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 ("Scheme Circular"), the Company is pleased to announce that at the
Court Meeting and Scheme GM held earlier today to approve the Scheme and
associated matters, all resolutions were passed.
At the Court Meeting, the required majority in number of those Scheme
Shareholders present and voting, either in person or by proxy, representing
approximately 99.97 per cent. in nominal value of all Scheme Shares in respect
of which votes were cast, voted in favour of the Scheme. The voting of those
Scheme Shareholders who cast votes either in person or by proxy at the Court
Meeting was as follows:
+--------+--------------+---------------+--------------+---------------+--------------+-------------+
| | Total Votes | Votes for the | Votes against |
| | | Scheme | the Scheme |
+--------+------------------------------+------------------------------+----------------------------+
| | No. of | No. of | No. of | No. of | No. of | No. of |
| | Scheme | Scheme | Scheme | Scheme | Scheme | Scheme |
| |Shareholders | Shares |Shareholders | Shares |Shareholders | Shares |
| | | Represented | (and %) | Represented | (and %) |Represented |
| | | | | (and %) | | (and %) |
+--------+--------------+---------------+--------------+---------------+--------------+-------------+
| Totals | 774 |1,431,677,191 | 608 |1,431,284,625 | 166 | 392,566 |
| in | | | (78.6%) | (99.97%) | (21.4%) | (0.03%) |
| person | | | | | | |
| and by | | | | | | |
| proxy | | | | | | |
+--------+--------------+---------------+--------------+---------------+--------------+-------------+
At the Scheme GM, the special resolution required to implement the Scheme of
Arrangement was passed as a special resolution on a show of hands.
In order to become effective in accordance with its terms, the Court must now
sanction the Scheme at the Court Hearing. This hearing is scheduled to take
place on 20 May 2010, however, in the light of the timing of the GenMark
Fundraising, this date and all subsequent dates in relation to the Scheme
becoming effective, are subject to change. In the event that the hearing date
does change, Osmetech will give notice of the changes to the timetable by
issuing an announcement to the London Stock Exchange and by notice on the
Company's website.
The Scheme must have become effective as a pre-condition for the NASDAQ Listing
to take effect and for completion of the GenMark Fundraising.
The Court Hearing will be heard before a Companies Court Judge at the Royal
Courts of Justice, Strand, London WC2A 2LL. It is anticipated that details of
the Court Hearing will be published by Her Majesty's Court Service in the Daily
Cause List for the Chancery Division of the Royal Courts of Justice on the
Business Day prior to the date of the relevant hearing. The Chancery Division
listing office can be contacted on 020 7947 6678/6690 between 10.30 a.m. and
4.30 p.m. (London time), Monday-Friday.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
REGFDLFLBZFEBBE
Osmetech (LSE:OMH)
Historical Stock Chart
From Dec 2024 to Jan 2025
Osmetech (LSE:OMH)
Historical Stock Chart
From Jan 2024 to Jan 2025
