ODX.L Regulatory News (ODX)

6 Aug 2007 07:01

Omega Diagnostics Group PLC06 August 2007 For release6 August 2007 Omega Diagnostics PROPOSALS FOR THE ACQUISITION OF GENESIS DIAGNOSTICS LIMITED AND CAMBRIDGE NUTRITIONAL SCIENCES LIMITED, PLACING OF 7,333,333 NEW ORDINARY SHARES OF 4p EACH AT 30p PER SHARE, SHARE CONSOLIDATION, CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING Omega, a medical diagnostic company that produces and sells a wide range ofin-vitro diagnostic test kits, is pleased to announce that it has conditionallyagreed to acquire the entire issued share capital of Genesis Diagnostics Limitedand Cambridge Nutritional Sciences Limited (together "Genesis-CNS"). TheAcquisition of Genesis-CNS constitutes a reverse take-over under Rule 14 of theAIM Rules. Genesis-CNS is a growing, profitable, cash-generative business serving theclinical diagnostics market. Genesis-CNS supplies test kits to hospitallaboratories in the UK and overseas, via a network of distributors, in 27countries. Genesis-CNS produces 80 different test kits, plus a line of 24quality control products, mainly in the areas of autoimmune diseases and foodintolerance as well as providing testing services for food intolerance and somediseases. The consideration for the Acquisition is to be satisfied as to £3.2 millionpayable in cash on Completion; the issue of Consideration Shares at the PlacingPrice not to exceed the lesser of £1.4 million or 29.99 per cent. of theEnlarged Issued Share Capital; an amount in cash equal to the difference betweenthe value of the Consideration Shares at the Placing Price and £1.4 million tobe payable one year after completion; deferred consideration payable in cash inaccordance with the Earn Out Calculation; and the issue of a loan note inrespect of £1.1 million. The Company also announces that it has raised, conditional on Admission, £2.2million by means of a placing of 7,333,333 New Ordinary Shares at 30p (0.75pbefore reorganisation and consolidation) per Placing Share by Teather &Greenwood in order to provide funds for the Acquisition. A further £1.2 millionof funding for the Acquisition will be provided by a loan from Bank of Scotland. The Company is also proposing to undertake a Share Consolidation and CapitalReorganisation, further details of which are set out below. Completion of the Acquisition, the Placing, the Share Consolidation and theCapital Reorganisation are subject, amongst other things, to the approval ofShareholders, which is to be sought at the Extraordinary General Meetingconvened for 11.30am on 30 August 2007 to be held at the offices of Brodies LLP,at 15 Atholl Crescent, Edinburgh EH3 8HA. The Directors have irrevocablyundertaken to vote in favour of the Resolutions in respect of their ownbeneficial shareholdings which amount in aggregate to 37,324,976 Ordinary Shares(representing approximately 30.29 per cent. of the Ordinary Shares currently inissue). The Company has posted an Admission Document to Shareholders along with theNotice of EGM. Dealings in the Company's Ordinary Shares on AIM are expected torecommence with immediate effect. Andrew Shepherd, Chief Executive of the Company commented: "The acquisition of Genesis-CNS is highly significant as it is our first sincejoining AIM in September 2006. Genesis and CNS are growing, profitable and cashgenerative businesses operating in the growth markets of Autoimmune Disease andFood Intolerance testing. They also have proven new technologies which willstrengthen and diversify the Omega product offering. "We look forward to presenting this enhanced product range to our extensivedistribution network spanning over 100 countries." Contacts: Omega Diagnostics Group PLCTel: 01259 763030 Andrew Shepherd, Chief ExecutiveKieron Harbinson, Finance Directorwww.omegadiagnostics.com Teather & Greenwood LimitedNominated Adviser & BrokerTel: 020 7426 9000 Thilo Hoffmann/Simon Brown, Corporate Finance Parkgreen Communications LimitedPaul McManusTel: 020 7479 7933Mob: 07980 541 893paul.mcmanus@parkgreenmedia.com FURTHER INFORMATION STATISTICS Placing Price 30p Number of Existing Ordinary Shares 123,245,615 Number of Consideration Shares being issued under the Acquisition 4,461,220 Number of Placing Shares being issued on Admission 7,333,333 Total number of New Ordinary Shares in issue following Admission 14,875,693 Percentage of the Enlarged Issued Share Capital to be held by the Vendors immediately 29.99 per cent.following Completion and Admission EXPECTED TIMETABLE OF PRINCIPAL EVENTS Extraordinary General Meeting 11.30am on 30 August 2007 Record Date for the Share Consolidation and Capital Reorganisation Close of business on 30 August 2007 First Admission 31 August 2007 Second Admission 3 September 2007 Completion of the Acquisition and issue of Consideration Shares 3 September 2007 INFORMATION ON OMEGA Omega is an established business in the medical diagnostics industry whichproduces and sells a wide range of immunoassay and infectious disease IVD testkits and other products through a distribution network in more than 100countries worldwide. Omega operates in a niche market, supplying tests forspecific infectious diseases and other clinical conditions. The infectiousdiseases addressed by Omega's products include Syphilis, Tuberculosis, DengueFever, Chagas Disease and Malaria. All products are designed for use in clinicallaboratories and Rapid Tests are designed for use at the point of care. Omegacurrently exports over 95 per cent. of its products. INFORMATION ON GENESIS-CNS Genesis and CNS are established businesses in the medical diagnostics industrywhich develop, produce and sell a range of IVD tests kits specialising in theareas of autoimmune disease, infectious disease and food intolerance. Theacquisition of Genesis-CNS is in line with Omega's strategy of focusing onselected acquisitions of niche players in the IVD market. Genesis-CNS has thefollowing characteristics which make it an attractive acquisition for theCompany: - Growing, profitable, cash-generative - Operating in growth markets - Ability to increase the routes to market - Complementary product ranges - Well established high quality management team Growing, profitable, cash-generative: Over the three years to the year ended 31 October 2006 Genesis-CNS sales havegrown to approximately £2,192,000 (including intercompany sales of approximately£78,000) for the 2005/6 financial year. For the year ended 31 October 2006Genesis recorded a profit before tax of £238,103 and generated an operating cashsurplus of £259,117. As at 31 October 2006, Genesis had net assets of £885,204.For the year ended 31 October 2006 CNS recorded a profit before tax of £79,474and generated an operating cash surplus of £64,738. As at 31 October 2006, CNShad net assets of £121,414. Operating in growth markets: There has been a huge increase in people suffering from food related illnessesin recent years. Allergy UK, a national medical charity concerned withallergies, food intolerance and chemical sensitivities, believes that around 45per cent. of the UK population is adversely affected by the food they eat andthey see cases of food intolerance rising. The Directors believe that a growingawareness of food intolerance issues is driving the market potential fordiagnostic products and services and therefore will increase the potential forsales. It is estimated that the total European autoimmune disease diagnostics marketwas worth US$440 million in 2004 and it is predicted that it may reach almostUS$700 million by 2011. Ability to increase the routes to market: The Genesis-CNS distribution network only extends to 27 countries whereasOmega's extends to over 100 countries. The Directors intend to increase sales ofGenesis-CNS and Omega's products by cross-selling them into the combineddistribution network. Complementary product ranges: The products produced by Genesis-CNS utilise the Enzyme Immunoassay (EIA)technology which is common to many of the products produced by Omega and theyare highly complementary in that they cover areas of the IVD market which arenot currently covered by Omega. For example, Omega primarily sells infectiousdisease diagnostic products whereas Genesis-CNS focuses on autoimmunity and foodintolerance diagnostic products through its macro and microarray technologies. Well established high quality management team: Genesis-CNS has a strong management team which the Directors believe will be anasset to Omega's existing management. In particular, Dr Michael Walker, who willbe joining the Board of Omega as a Non-Executive Director, brings a wealth ofindustry experience and contacts, having grown the Genesis-CNS business since1994. In addition, the Directors intend to retain the entire team of seniormanagement from the Genesis-CNS business. CURRENT TRADING AND PROSPECTS OF THE ENLARGED GROUP Trading in Omega for the current year remains flat and the rationale for seekingto grow through acquisition is further underlined. Trading in Genesis-CNS hascontinued to grow and the Ongoing Directors are confident in the prospects ofthe Enlarged Group and believe it will be well placed to exploit the new productopportunities that exist with the microarray and macroarray diagnostic platformsand the launch of a new test for diagnosing HSV-2 infections. PRINCIPAL TERMS OF AND CONDITIONS TO THE ACQUISITION The Vendors and the Company have entered into the Acquisition Agreement,pursuant to which the Company will acquire the entire issued share capital ofeach of CNS and Genesis. The maximum consideration payable by the Company to theVendors will be £6.7 million and it will be payable as follows: (a) as to £3.2 million payable in cash at Completion (£2.9 million net of thecash anticipated to be on Genesis - CNS' balance sheet at Completion); (b) the issue of Consideration Shares at the Placing Price not to exceed thelesser of £1.4 million or 29.99 per cent. of the Enlarged Issued Share Capital;an amount in cash equal to the differencebetween the value of the Consideration Shares at the Placing Price and £1.4million payable one year after Completion; (c) as to £1.1 million pursuant to the terms of a loan note to be issued by theCompany at completion, further details of which are set out in paragraph 2.10.6of Part VII; (d) as to an amount of up to £1 million, to be paid in cash, being an amountequal to 7 per cent. of income (i) invoiced during and (ii) received byGenesis-CNS within 3 months after the end of each year of the Earn Out Period orwithin the Earn Out Period by Genesis-CNS in respect of the sale of GenesisProducts and CNS Products in each year of the Earn Out Period. The Consideration Shares will, when issued, rank equally with the New OrdinaryShares. Completion of the Acquisition is conditional, among other things, upon: (a) Admission; and (b) the passing by the Shareholders of the Resolutions. If the Resolutions are duly passed by Shareholders at the EGM and otherconditions set out in the Acquisition Agreement are met, trading in the ExistingOrdinary Shares on AIM will be cancelled and the Enlarged Issued Share Capitalwill be admitted to trading on AIM, with dealings expected to commence on 31August 2007 in respect of the First Admission and on 3 September 2007 in respectof the Second Admission. FUNDING The Company proposes to raise approximately £2.2 million by the allotment andissue of 7,333,333 New Ordinary Shares at the Placing Price pursuant to thePlacing by Teather & Greenwood. The Placing Shares will represent approximately49.3 per cent. of the Enlarged Issued Share Capital of the Company on Admission. Application will be made to the London Stock Exchange for the Enlarged IssuedShare Capital to be admitted to trading on AIM. Dealings on AIM are expected tocommence on 31 August 2007 in respect of the First Admission and 3 September2007 in respect of the Second Admission. The Company has also agreed a facility arrangement for £1.2 million with Bank ofScotland. The net proceeds of the Placing, together with the Bank of Scotland loan, willbe used to provide funds for the Acquisition. DETAILS OF THE CAPITAL REORGANISATION AND THE SHARE CONSOLIDATION In order to effect the Placing the Capital Reorganisation needs to beundertaken. The nominal value of each Existing Ordinary Share is 1p which ishigher (before reorganisation and consolidation) than the Placing Price of 30p(0.75p before reorganisation and consolidation) per Placing Share. Undercompany law the Company is prohibited from issuing shares for consideration atless than nominal value. In order to remedy this problem it is proposed to implement the CapitalReorganisation pursuant to which it is proposed that each Ordinary Share will bedivided into one Intermediate Ordinary Share with a nominal value of 0.1p andone Deferred Share with a nominal value of 0.9p. The Intermediate OrdinaryShares created will have the same rights (including voting and dividend rightsand rights on a return of capital) as the Existing Ordinary Shares. The DeferredShares created by the Capital Reorganisation will be nonvoting, carry no rightto participate in any future dividend, have a minimal entitlement to share inthe Company's capital and will not be listed or quoted on any recognisedinvestment exchange. They will be effectively valueless. No share certificateswill be issued in respect of the Deferred Shares. The Directors will give consideration after Admission to the need for a CapitalReduction to cancel the Deferred Shares. Shareholders should be aware that anyCapital Reduction will not, of itself, have any effect on the net assets of theGroup or on the market value of the issued New Ordinary Shares, other than as aresult of the costs of carrying out the reduction. The Directors are proposing that the Intermediate Ordinary Shares are thenconsolidated on the basis of 1 New Ordinary Share for every 40 IntermediateOrdinary Shares held at the Record Date. Upon implementation of the Share Consolidation, Shareholders on the register ofmembers of the Company at the close of business on the Record Date, which isexpected to be 30 August 2007, will have 40 Intermediate Ordinary Sharesconsolidated into 1 New Ordinary Share and so in proportion for any other numberof Intermediate Ordinary Shares then held. New Ordinary Shares arising onimplementation of the Share Consolidation will have the same rights as theExisting Ordinary Shares, including voting, dividend and other rights. New sharecertificates will, where relevant, be issued in respect of the New OrdinaryShares in issue and certificates for the Ordinary Shares will be cancelled. No Shareholder will be entitled to a fraction of a New Ordinary Share and where,as a result of the consolidation of Intermediate Ordinary Shares describedabove, any Shareholder would otherwise be entitled to a fraction only of a NewOrdinary Share in respect of their holding of Existing Ordinary Shares at theRecord Date (a "Fractional Shareholder") such fractions shall be aggregated withthe fractions of New Ordinary Shares to which other Fractional Shareholders ofthe Company may be entitled so as to form full New Ordinary Shares and sold. The Directors will be authorised to sell New Ordinary Shares arising fromfractional shareholdings on behalf of the Company in the market as soon asreasonably practicable following the passing of the Resolution for the bestprice then reasonably available for those shares. It is intended that, prior to the Record Date, the Company shall issue to theChairman such number (not to exceed 39) of new Intermediate Ordinary Shares asare required to increase the issued share capital of the Company on the RecordDate to a number divisible by 40. These shares will be issued at a price no lessthan their mid-market value on the date preceding the date of issue. Key points consequential on the Capital Reorganisation - Dealings in Existing Ordinary Shares will cease on 30 August 2007 anddealings in New Ordinary Shares will commence on 31 August 2007 in respect ofthe First Admission and 3 September 2007 in respect of the Second Admission; - Settlements effected on or after 31 August 2007 of bargains made before thatdate will be in New Ordinary Shares; - For Shareholders holding their shares in certificated form, new sharecertificates will be despatched (at the risk of the addressee) in respect of NewOrdinary Shares by no later than 17 September 2007; - For Shareholders holding shares in uncertificated form, the relevant numberof New Ordinary Shares will be credited to their existing stock accounts on 31August 2007, in place of their Existing Ordinary Shares. BOARD Upon Admission, the Directors will remain in their current positions and DrMichael Strachan Walker will join the Board as a Non-Executive Director. Aged60, Dr Walker graduated in Biochemistry at Strathclyde University in Glasgow. DrWalker worked as a hospital biochemist in the National Health Service andcarried out research on the involvement of steroid hormones in male infertility.Dr Walker completed his PhD at the Department of Medicine, University of Glasgowin 1976 and later gained a marketing qualification from the Richard IveyBusiness School in Canada. Dr Walker also filled marketing and sales roles withSerono Diagnostics Limited in Switzerland. Dr Walker founded Genesis in 1994with the aim of introducing new diagnostic test kits and reagents. Dr Walkerfounded CNS in 2001 with the aim of providing food intolerance tests and otherpathology services direct to both the medical industry and to patients. CNSdeveloped the UK's first lgG food intolerance test which used finger prick bloodsampling. In relation to his appointment as a Non-Executive Director of theCompany, Dr Walker will receive a fee of £15,000 per annum terminable on onemonths notice by either party. EMPLOYEES AND INCENTIVISATION As at 31 March 2007, Omega employed 22 staff in total, all of whom are based atOmega's premises at Alva, Scotland. As at 31 March 2007, Genesis-CNS employed 25 staff in total, all of whom arebased at Genesis-CNS's premises in Ely. It is intended that the adoption of the Share Option Scheme, to be effected bythe passing of a Resolution to be proposed at the EGM, will allow the ongoingDirectors to provide long term incentivisation arrangements for all staff. LOCK-IN ARRANGEMENTS Each of Andrew Shepherd, Kieron Harbinson, Michael Gurner, David Evans and ECSInternational Trustees (Gibraltar) Limited have undertaken that, subject tocertain limited exceptions, they will not sell or otherwise dispose of, or agreeto sell or dispose of, any of their interests in New Ordinary Shares held bythem respectively until after the publication of the Enlarged Group's resultsfor the year ended 31 March 2008. In addition each of Andrew Shepherd, KieronHarbinson, Michael Gurner, ECS International Trustees (Gibraltar) Limited haveagreed that any sale or disposal of New Ordinary Shares for a further period of12 months, will be effected through Teather & Greenwood and with its consent soas to maintain an orderly market in the Company's shares. EXTRAORDINARY GENERAL MEETING Completion of the Acquisition, the Placing, the Share Consolidation and theCapital Reorganisation are subject, amongst other things, to the approval ofShareholders, which is to be sought at the Extraordinary General Meetingconvened for 11.30am on 30 August 2007 to be held at the offices of Brodies LLP,at 15 Atholl Crescent, Edinburgh EH3 8HA. ADMISSION TO AIM The Share Consolidation is conditional upon the New Ordinary Shares beingadmitted to trading on AIM. Application for such Admission will be made so asto enable the New Ordinary Shares to be admitted to trading on AIM as soon aspracticable following the Record Date. It is expected that the First Admissionwill become effective at 8.00 am on 31 August 2007 whereupon the ShareConsolidation will be effective and that Second Admission will become effectiveat 8.00 am on 3 September 2007. APPENDIX A FURTHER INFORMATION GIVEN IN ACCORDANCE WITH THE AIM RULES CONCERNING MICHAELSTRACHAN WALKER Current Directorships Biosurgical Products LimitedCambridge Nutritional Sciences LimitedGenesis Diagnostics Limited There is no further information to be disclosed in respect of Michael Walkerunder Schedule 2(g) of the AIM Rules. APPENDIX B In this announcement, where the context permits, the expressions set out belowshall bear the following meanings: "2006 Acquisition" the acquisition of Omega Diagnostics Limited, a private limited company registered in Scotland with company number SC107178, pursuant to an acquisition agreement dated 23 August 2006 "2006 Acquisition Initial Consideration Shares" the 60,600,000 Existing Ordinary Shares issued by the Company pursuant to the 2006 Acquisition "2006 Admission" the admission of shares to trading on AIM on 19 September 2006 "2006 Earn Out" the proportion of the consideration, up to a maximum of £1,788,000, payable by the Company pursuant to the 2006 Acquisition, which was subject to an earn out calculation "2006 Earn Out Shares" the shares to be issued pursuant to the 2006 earn out "2006 Placing" the placing of 2006 Placing Shares at the 2006 Placing Price, pursuant to the 2006 Placing Agreement "2006 Placing Price" 2p per Existing Ordinary Share - equivalent to 80p per New Ordinary Share "2006 Placing Shares" the 50,000,000 Existing Ordinary Shares which were issued by the Company pursuant to the 2006 Placing "2006 Warrant" warrant to subscribe constituted by the 2006 Warrant Instrument "2006 Warrantholder" the holder of a 2006 Warrant "2006 Warrant Instrument" the deed poll instrument issued by the Company on 23 August 2006 "2006 Warrant Issue" the issue of warrants entitling the holders of shares already in issue on 24 August 2006 to subscribe for up to 5,588,432 Existing Ordinary Shares under the terms of the 2006 Warrant Instrument "Acquisition" the acquisition of Genesis-CNS pursuant to the Acquisition Agreement "Acquisition Agreement" the agreement dated 3 August 2007 between the Vendors and the Company for the sale of the entire issued share capital of Genesis and CNS to the Company "Act" the Companies Act 1985, (as amended) "Admission" the admission of the New Ordinary Shares, including the Placing Shares and the Consideration Shares, to trading on AIM becoming effective in accordance with the AIM Rules which, unless the context otherwise requires, includes the First Admission and the Second Admission "AIM" AIM, a market of the London Stock Exchange "AIM Rules" the rules of the London Stock Exchange (LSE) governing admission to and the operation of AIM for AIM companies and their nominated advisers "Andrew Shepherd Deferred Salary Arrangements" the arrangement between Andrew Shepherd, a Director, and the Company in relation to payment of his deferred salary "Articles" the articles of association of the Company "Bank Facilities" the facility agreement for £1.2 million by Bank of Scotland to the Company for the purposes of the Acquisition the existing directors of the Company "Board" the existing directors of the Company "Business Day" a day which is not a Saturday or a Sunday and which is not a bank or public holiday in Edinburgh or Cambridge "Capital Reduction" the potential reduction in the share capital of the Company "Capital Reorganisation" the proposed capital reorganisation of the Company "certificated" or "in certificated form" the description of a share or other security which is not in uncertificated form (that is, not in CREST) "CNS" Cambridge Nutritional Sciences Limited, a private limited company registered in England & Wales with registered number 04201429 "CNS Products" means (a) Food Print(R) test analysis using microarray based tests (produced by Genesis and/or CNS) including Food Print(R) tests on all bodily fluids and (b) Food Detective(R) kits for professional and general public use on blood, saliva, urine or any other bodily fluid in either case as developed by CNS and/or Genesis and as in existence as at the date of the Acquisition Agreement "Combined Code" the Principles of Good Governance and Code of Best Practice, issued by the London Stock Exchange "Completion" completion of the Acquisition "Conditional Completion" conditional completion of the sale and purchase of the entire issued share capitals of Genesis and CNS by the Company in accordance with the provisions of the Acquisition Agreement "Consideration Shares" the 4,461,220 New Ordinary Shares to be issued by the Company pursuant to the Acquisition Agreement "CREST" the relevant system (as defined in the CREST Regulations) to facilitate the transfer of title to the shares in uncertificated form in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations) "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) "CVS" the Corporate Venturing Scheme and related reliefs as detailed in Schedule 15 of the Finance Act 2000 "CVS relief" reduction or deferral of corporation tax liability as a result of a CVS investment "David Evans Warrant" the warrant over 6,088,843 Existing Ordinary Shares issued to David Evans as part of the 2006 Admission "Deferred Shares" shares in the Company which have a nominal value of 0.9p, are non-voting, carry no rights to dividends, have a minimal entitlement to share in the Company's capital and will not be listed or quoted on any recognised investment exchange "Directors" David Eric Evans, Andrew William Shepherd, Kieron Antony Harbinson, and Michael Stephen Gurner "Earn Out Calculation" payment based on 7 per cent. of sales of CNS Products and 7 per cent. of sales of Genesis Products "Earn Out Period" the period from 1 November 2006 until 31 October 2009 "ECS" ECS International Trustees (Gibraltar) Limited "EIS" The Enterprise Investment Scheme as detailed in Chapter III, ICTA 1988 "Enlarged Group" the Company and its subsidiaries from time to time, from Admission "Enlarged Issued Share Capital" the entire issued share capital of the Company immediately following Admission "Existing Ordinary Shares" the 123,245,615 Ordinary Shares of 1p each in issue at the date of this document "Extraordinary General Meeting" or "EGM" the extraordinary general meeting of the Company to be held at the offices of Brodies LLP, 15 Atholl Crescent, Edinburgh EH3 8HA at 11.30 am on 30 August 2007 "First Admission" the admission of 9,684,470 New Ordinary Shares to trading on AIM, becoming effective in accordance with the AIM Rules "Form of Proxy" the form of proxy to be used by Shareholders in respect of the Extraordinary General Meeting "FSA" the Financial Services Authority of the United Kingdom "FSMA" the Financial Services and Markets Act 2000, as amended including any regulations made pursuant thereto "Genesis" Genesis Diagnostics Limited, a private limited company registered in England & Wales with registered number 02924988 "Genesis-CNS" Genesis and CNS "Genesis Products" means microarray based tests for autoimmune and food intolerance/allergy and Food Detective(R) kits and autoimmune detective kits (i.e. kits based on the macroarray text format in 16 or 48 spot formats) in any case as developed by Genesis and in existence as at 31 October 2006 "HMRC" HM Revenue & Customs "IFRS" International Financial Reporting Standards as adopted by the European Union "Interim Period" the period from signature of the Acquisition Agreement until Completion "Intermediate Ordinary Shares" the Ordinary Shares of 0.1p each after creation of the Deferred Shares but before the Share Consolidation "Kieron Harbinson Option Arrangement" the arrangement between Kieron Harbinson, a Director, and the Company "Listing Rules" the rules for listing issued by the UK Listing Authority "London Stock Exchange" London Stock Exchange plc "Longstop Date" 17 September 2007 "New Ordinary Shares" ordinary shares of 4p each in the capital of the Company following the Capital Reorganisation and the Share Consolidation "Omega" or "Company" Omega Diagnostics Group PLC "Ongoing Directors" the Directors and the Proposed Director "Ordinary Shares" ordinary shares of 1p each in the capital of the Company "Placing" the conditional placing by Teather & Greenwood of the Placing Shares at the Placing Price pursuant to the Placing Agreement "Placing Agreement" the conditional agreement between the Directors (1), the Proposed Director (2), the Company (3) and Teather & Greenwood (4), dated 3 August 2007, relating to the Placing and Admission "Placing Price" the price of 30p per Placing Share "Placing Shares" the 7,333,333 New Ordinary Shares to be issued by the Company pursuant to the Placing "Products" the CNS Products and the Genesis Products "Proposals" the proposals for the Acquisition, the Placing, the Capital Reorganisation and the Share Consolidation "Proposed Director" Michael Strachan Walker, to be appointed as a Non-Executive Director of the Company on Admission "Record Date" close of business on 30 August 2007 "Registrars" Share Registrars Limited "Resolutions" the resolutions to be proposed at the Extraordinary General Meeting "Second Admission" the admission of 5,191,223 New Ordinary Shares to trading on AIM, becoming effective in accordance with the AIM Rules "Shareholder" a holder of Ordinary Shares or New Ordinary Shares, as applicable, from time to time "Share Consolidation" the proposed consolidation of every 40 Intermediate Ordinary Shares into 1 New Ordinary Share the Omega Diagnostics Group PLC share option plan "Share Option Scheme" the Omega Diagnostics Group PLC share option plan "Teather & Greenwood" Teather & Greenwood Limited, which is authorised and regulated in the United Kingdom by the FSA "the 2006 Directors' Arrangements" the Andrew Shepherd Deferred Salary Arrangements, the Kieron Harbinson Option Agreement and the David Evans Warrant "the Transaction" the Acquisition, the Placing, the Capital Reorganisation, the Share Consolidation and the Capital Reduction in their entirety "uncertificated" or "in uncertificated form" an Ordinary Share recorded on the Company's register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland "VCT" venture capital trust for the purposes of section 842AA and Schedule 28B of the Income and Corporation Taxes Act 1988"Vendors" the shareholders of Genesis and CNS "Warrantors" Dr Michael Strachan Walker and Irene Crawford Walker, who are each providing certain warranties pursuant to the Acquisition Agreement This information is provided by RNS The company news service from the London Stock Exchange