ODX.L Regulatory News (ODX)

13 Aug 2007 10:22

AIM13 August 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME:Omega Diagnostics Group plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :Registered Address: One London Wall, London EC2Y 5AB Trading Address: Omega House, Hillfoots Business Village, Alva, Scotland, FK12 5DQ COUNTRY OF INCORPORATION:England & Wales COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.omegadiagnostics.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED:Admission is sought as a result of a reverse take-over under Rule 14. Omega has conditionally agreed to acquire theentire issued share capital of Genesis Diagnostics Limited and Cambridge Nutritional Sciences Limited (together "Genesis-CNS"). Omega is an established business in the medical diagnostics industry which produces and sells a wide range ofimmunoassay and infectious disease IVD test kits and other products through a distribution network in more than 100countries worldwide. Omega operates in a niche market, supplying tests for specific infectious diseases and otherclinical conditions. The infectious diseases addressed by Omega's products include Syphilis, Tuberculosis, DengueFever, Chagas Disease and Malaria. All products are designed for use in clinical laboratories and Rapid Tests aredesigned for use at the point of care. Omega currently exports over 95 per cent. of its products. Genesis-CNS is a growing, profitable, cash-generative business serving the clinical diagnostics market. Genesis-CNSsupplies test kits to hospital laboratories in the UK and overseas, via a network of distributors, in 27 countries.Genesis-CNS produces 80 different test kits, plus a line of 24 quality control products, mainly in the areas ofautoimmune diseases and food intolerance as well as providing testing services for food intolerance and some diseases. The Enlarged Group's main country of operation will be the UK although it will have a distribution network of more than100 countries worldwide. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be heldas treasury shares):14,875,693 New Ordinary Shares of 4p each including 7,333,333 Placing Shares at the Placing Price of 30p per share CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:Capital to be raised on Admission - £2,200,000 Expected Market Capitalisation on Admission - £4,462,708 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:68.7% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED:None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known):Directors David Eric Evans (Non-Executive Chairman) Andrew William Shepherd (Chief Executive Officer) Kieron Antony Harbinson (Finance Director) Michael Stephen Gurner (Non-Executive Director) Proposed Director Michael Strachan Walker (Non-Executive Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): Holding of Existing Ordinary Holding of New Ordinary Shares of Shares of 1p each before 4p each after Admission Admission (as at 3 August 2007)Michael Strachan Walker* 0% 29.99%Kaupthing Singer & Friedlander Group 0% 13.96%Brewin Dolphin Securities 0% 12.10%Williams de Broe 0% 8.07%Andrew William Shepherd 26.05% 6.06%New Star Asset Management 0% 5.60%Scottish Enterprise 14.71% 3.05%Julie Anne Monks Shepherd 7.15% 1.48% * shares held through ECS International Trustees (Gibraltar) Ltd NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:None (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 March (ii) For Omega 31 March 2007, for Genesis and CNS 31 October 2006 (iii) December 31 2007, September 30 2008 and December 31 2008 N.B. unaudited results for the 8 months to 30 June 2007 for Genesis and CNS to be announced on 31 August 2007 EXPECTED ADMISSION DATE:First Admission Date - 31 August 2007Second Admission Date - 3 September 2007 NAME AND ADDRESS OF NOMINATED ADVISER:Landsbanki Securities (UK) Limited Beaufort House St. Botolph Street London EC3A 7QR NAME AND ADDRESS OF BROKER:Landsbanki Securities (UK) Limited Beaufort House St. Botolph Street London EC3A 7QR OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES:Copies of the Admission Document are available from www.omegadiagnostics.com The Admission Document will contain full details about Omega Diagnostics Group PLC and the Admission of it securitiesto AIM.DATE OF NOTIFICATION:13 August 2007 NEW/ UPDATE:NEW This information is provided by RNS The company news service from the London Stock Exchange