Last checked at 18 Apr 2023 07:00
18 April 2023
Osirium Technologies plc
("Osirium", the "Group" or the "Company")
Update re proposed grant of options
Osirium Technologies plc (AIM: OSI), a leading vendor of cloud-based cybersecurity and IT automation software, provides an update on the proposed amendments to the Company's share option scheme to be considered at its forthcoming AGM, details of which were announced on 3 April 2023 (the "Announcement").
The Company has received feedback from certain key shareholders in the Company ("Shareholders") regarding the proposed New Options set out in the Announcement. The Company intends to continue to seek shareholder approval for the amendments to the Company's Enterprise Management Incentive (EMI) Share Option Plan 2020-2025 (the "Plan") at the AGM as set out in the AGM notice. However, Osirium's Remuneration Committee (the "Remuneration Committee") has taken on board the feedback received and has decided to make certain amendments to the New Options proposed to be granted, should the Plan Resolution be passed at the AGM, as follows:
· the New Options will have a minimum exercise price of 2p (being the issue price of the Company's most recent fundraise) or, if higher at the time of grant, the 'Market Price' of an Ordinary Share as determined under the Plan rules;
· all New Options will be subject to the following additional performance based vesting criteria:
o the closing share price of an Ordinary Share must exceed 4p for a rolling 30-day period; and
o the Company must have achieved annualised recurring revenue ("ARR") of at least £3.5 million, when reported in the Company's full year or half year results.
· The New Options would still vest equally over three years as set out in the Announcement.
The Remuneration Committee believes that these additional performance criteria more closely align the targets with the interests of Shareholders.
The Remuneration Committee has also determined that the New Options would only be granted to members of the full-time executive management team and key employees. Therefore, the number of New Options that are proposed to be granted to Directors of the Company and persons closely associated with them ("PCAs") are as follows:
Director/PCA | No. of existing options currently held and to be surrendered | No. of New Options to be granted | Percentage of existing issued share capital of the Company represented by the New Options |
Stuart McGregor (CEO) | 218,500 | 3,676,461 | 3.00% |
Rupert Hutton (CFO) | 147,250 | 1,225,487 | 1.00% |
David Guyatt (Chairman) | 1,061,416 | - | - |
Simon Lee (NED) | 147,250 | - | - |
Simon Hember (NED) | 26,125 | - | - |
Catherine Jamieson (wife of David Guyatt) | 180,000 | 612,743 | 0.50% |
The Board of Osirium welcomes the opportunity for engagement with Shareholders and would like to thank those Shareholders who provided feedback on the original proposals. Full details of the proposed amendments to the Plan are set out in the explanatory notes to the notice of AGM. Should the Plan Resolution not be passed at the AGM, the Company will not be able to make the proposed amendments to the Plan or grant the New Options. A further announcement will be made on conclusion of the AGM.
Definitions
Capitalised terms used in this announcement have the meanings given to them in the Announcement issued by the Company on 3 April 2023, unless otherwise defined herein.
Contacts: | |
Osirium Technologies plc | Tel: +44 (0)1183 242 444 |
Stuart McGregor, Chief Executive Officer | |
Rupert Hutton, Chief Financial Officer | |
Allenby Capital Limited (Nominated adviser and broker) | Tel: +44 (0)20 3328 5656 |
James Reeve / George Payne (Corporate Finance) | |
Tony Quirke (Sales and Corporate Broking) | |
Alma PR (Financial PR adviser) | Tel: +44 (0)20 3405 0205 |
Hilary Buchanan | osirium@almapr.co.uk |
Kieran Breheny | |
Will Ellis Hancock |
About Osirium Technologies Plc
Osirium Technologies plc (AIM: OSI) is a leading UK-based cybersecurity software vendor delivering Privileged Access Management (PAM), Privileged Endpoint Management (PEM) and Osirium Automation solutions that are uniquely simple to deploy and maintain.
With privileged credentials involved in over 80% of security breaches, customers rely on Osirium PAM's innovative technology to secure their critical infrastructure by controlling 3rd party access, protecting against insider threats, and demonstrating rigorous compliance. Osirium Automation delivers time and cost savings by automating complex, multi-system processes securely, allowing them to be delegated to Help Desk engineers or end-users and to free up specialist IT resources. The Osirium PEM solution balances security and productivity by removing risky local administrator rights from users, while at the same time allowing escalated privileges for specific applications.
Founded in 2008 and with its headquarters in Reading, UK, the Group was admitted to trading on AIM in April 2016. For further information please visit www.osirium.com.