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RNS Number : 6285L Osirium Technologies PLC 07 September 2023
The information contained within this announcement is deemed by Osirium to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.
7 September 2023
Osirium Technologies plc
("Osirium" or the "Group")
Half Year Results and Bridge Finance Facility
Osirium Technologies plc (AIM: OSI), a leading vendor of cloud-based
cybersecurity and IT automation software, announces its unaudited interim
results for the six months ended 30 June 2023.
Financial highlights
· Annualised recurring revenue ("ARR") for June 2023 of £2.16 million, an
increase of 34% from June 2022 (ARR: £1.61 million)
· Total bookings increased to £1.22 million (H1 2022: £1.18 million)
· Deferred revenue increased 50% to £2.87 million (H1 2022: £1.91 million)
· Operating loss reduced to £1.24 million (H1 2022: £1.63 million)
· Cash balance at 30 June 2023 of £0.22 million (30 June 2022: £0.27 million),
and debtors at 30 June 2023 of £0.40 million (30 June 2022: £0.33 million)
Operational highlights
· Maintained average contract values
· New partner-first strategy underpinned customer acquisition, with 22 customers
signed during the six-month period
· All three products successfully serving as first points of entry for new
customers
· Significant number of expansions and renewals
· Core focus on customer success validated by Software Reviews: "Gold Medal"
rating and number one ranking in vendor support received
Post period highlights
· As announced on 30 August 2023, agreement was reached with SailPoint
Technologies UK Ltd for the recommended cash acquisition of the entire issued,
and to be issued, ordinary share capital of Osirium
· £200,000 Bridge Finance Facility put in place with SailPoint Technologies UK
Ltd to fund operating costs during the offer period of the acquisition
· The Group's network and strong reputation supporting further renewals and
customer wins in H2 2023
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 / Stefano Aquilino (Sales and Corporate Broking)
Alma PR (Financial PR adviser) Tel: +44 (0)20 3405 0205
Hilary Buchanan osirium@almapr.co.uk (mailto: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 (http://www.osirium.com/) .
Chief Executive Officer's Review
Proposed Acquisition of Osirium
As reported on 30 August 2023, the Board is pleased to announce an agreement
with the Board of Directors of SailPoint Technologies UK Ltd ("BidCo"), which
is indirectly owned by SailPoint Parent, L.P., for the recommended cash
acquisition of the entire issued, and to be issued, ordinary share capital of
Osirium (the "Acquisition"). Under the terms of the Acquisition, each Osirium
Shareholder will be entitled to receive 2.35 pence in cash for each Osirium
Share. The Acquisition values Osirium's entire issued, and to be issued,
ordinary share capital at approximately £3.11 million on a fully diluted
basis and implies an enterprise value of approximately £6.56 million.
The Board believes the Acquisition will provide the scale, recognition and
resources that will enable the full potential of Osirium's PAM, EPM and PPA
solutions.
Further, we believe that the Acquisition fairly recognises the medium-term
prospects and growth potential of Osirium as a standalone business and
provides Osirium Shareholders with an immediate and certain value in cash.
The proposed Acquisition is subject to shareholder approval at a court meeting
and at a general meeting, the dates of which will be announced in due course.
HY23 performance
Overview
The Group is pleased to report a period of continued trading momentum, in
which it has strengthened its presence in the public and private sectors
alongside ensuring its offering remains a compelling option for customers
through enhancements to its privileged security solutions. Alongside this
trading performance, the Group has maintained a focus on managing its cost
base, with material cost savings initially identified in Q4 2022 having been
achieved in the business.
The Group's ARR increased by 34% over the 12 months to 30 June 2023 to £2.16
million (30 June 2022 ARR: £1.61 million) and by 16% since the start of the
year (December 2022 ARR: £1.86 million). ARR growth has been driven by a
combination of new customer wins and renewals from existing customers.
Bookings for the period were £1.22 million (H1 2022: £1.18 million) and
revenue was £1.07 million (H1 2022: £0.91 million), representing a 3% and
18% increase on H1 2022 respectively. Deferred revenue at 30 June 2023 was
£2.87 million (30 June 2022: £1.91 million).
The Group maintained its average contract value on the last financial year,
with its partner-first sales strategy and delivering a healthy pipeline of
opportunities across its Privileged Access Management ("PAM"), Privileged
Process Automation ("PPA") and Endpoint Privileged Management ("EPM")
solutions. All three products represent attractive standalone options to
prospective customers, and have contributed meaningfully to the Group's
bookings and ARR.
Capturing new business
Osirium continued its new business momentum in the new year, with 22 new
customers signed by 30 June 2023.
The Group's sales functions consist of a channel partner network alongside a
direct sales model. The Group's channel partner network consists of over 50
active resellers and vendors across five continents.
In 2023, the Group has transitioned to a partner first model, with a greater
emphasis placed on winning customers via the broad channel partner network.
This transition positions the Group for further growth, enabling a swifter
pace of customer acquisition and providing an entry point into new sectors and
geographies where the Group's direct sales team is limited. A significant
majority of the Group's new wins have been achieved through this model during
the period alongside traditional sales and marketing such as appearances at a
number of key trade shows, which raise the Group's profile among its core
audiences.
While maintaining an emphasis on expansion within all the markets its partners
operate, the Group has seen particular traction within its UK markets on
account of its strong reputation and the requirements for this level of
protection. New customers signed during the half include Northern Ireland
Water, Quaker House, De La Rue and Telehouse.
Healthcare represents a core market for the Group, with Osirium counting
approximately a quarter of all NHS Trusts as customers. The Group's reputation
in this sector has actively contributed to the pipeline via referrals to
prospective customers and direct approaches from resellers, supporting new
business acquisition.
Customer renewals, license expansions and cross-selling
Alongside new customer wins, a core focus of Osirium's strategy is to achieve
significant renewals, license expansions and cross-selling following an
initial sale.
A significant number of customers bought more products or increased their
license capacity during the period, aided by the continued maturation of the
Group's PPA and EPM products. The Group has achieved a number of cross-sells
from initial contracts, including the purchase of EPM from an initial
contract, leading to the addition of the Group's PAM product. As at 30 June
2023, over 25% of active customers have been issued with licenses for more
than one product.
In addition, supported by our customer focus and continued product
enhancements, our strong rate of customer renewals has been maintained,
currently at 98%.
Market
The market for privileged security has continued to grow in line with the
increasing awareness of and requirement for these services globally,
supporting the Group's customer acquisition.
Key regulatory drivers, directives and hybrid working trends continue to
underpin the demand for privileged security, particularly in Europe and North
America. In particular, the requirements for organisations to obtain
privileged security for cyber insurance policies mean our solutions continue
to be one of the factors at the top of the priority list for IT professionals.
Within the UK, these directives have also been issued in the Group's target
sectors such as healthcare. The National Health Service's recent cyber
security strategy outlines the role PAM products can play in preventing the
insider threat and limiting security risks around privileged access more
generally.
Ransomware continues to represent the core threat to IT departments, with a
number of significant attacks observed during the year and reported across
mainstream media. Compounded by geopolitical instability, these attacks
highlight the need for privileged security in businesses and organisations of
all sizes.
Current trading and outlook
The Group has made a positive start to the second half to date, with a number
of further customer renewals. In addition, the Group has continued to see a
growing pool of prospective new customers driven by the Group's partner
network and strong reputation within its markets. Osirium's cash balance at 31
August 2023 was £89k with debtors of £242k.
Bridge Finance Facility
On 6 September 2023, Bidco (as the lender), Osirium Limited (as borrower) and
the Group (as guarantor) entered into a bridge finance facility agreement (the
"Bridge Finance Facility Agreement"). Pursuant to the Bridge Finance Facility
Agreement, Bidco agreed to make available to Osirium Limited, as the operating
subsidiary of the Group, a loan facility in an aggregate amount of up to
£200,000 (the "Bridge Finance Facility"). Multiple loans may be drawn under
the Bridge Finance Facility.
The Bridge Finance Facility is being made available to fund the working
capital needs of the Group. Any drawdown is subject to the consent of Bidco,
which may be granted in its sole discretion.
The Bridge Finance Facility will terminate on the earlier of: (i) 31 December
2023; (ii) the date falling ten Business Days (as defined in the Bridge
Finance Facility Agreement, being "Bridge Finance Facility Business Days")
after the date on which Bidco announces, with the consent of the Panel on
Takeovers and Mergers (the "Panel"), that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement offer or
scheme is announced in accordance with Rule 2.7 of the Takeover Code at the
same time; (iii) the date falling ten Bridge Finance Facility Business Days
after the date on which the Scheme is withdrawn or lapses for the purposes of
the Takeover Code (save where Bidco has exercised its right to switch from the
Scheme to a takeover offer prior to such withdrawal or lapse); (iv) the date
falling ten Bridge Finance Facility Business Days after the date on which a
third party (other than Bidco or any person acting in concert with Bidco)
announces a firm intention to make an offer for shares in Osirium pursuant to
Rule 2.7 of the Takeover Code, whether or not recommended, at an offer price
greater than 2.35p per share; and (v) where Bidco has exercised its right to
switch from the Scheme to a takeover offer, if: (a) subject to Panel consent,
the offer document has not been published by 11:59 p.m. on the 28th calendar
day following the announcement of such exercise of the right to switch (or
such later time or date as agreed between Bidco and Osirium, with the approval
of the Panel if required); or (b) such Offer lapses for the purposes of the
Takeover Code, in each case on the date falling ten Bridge Finance Facility
Business Days after such date.
Interest on each loan under the Bridge Finance Facility will accrue at a rate
of 10 per cent. per annum until the date of termination of the Bridge Finance
Facility Agreement. Any voluntary prepayment by Osirium Limited is without
penalty or fee (apart from breakage costs and accrued interest).
The Bridge Finance Facility Agreement includes customary representations and
undertakings and financial information rights for a facility of this kind. The
Bridge Finance Facility Agreement is unsecured.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months to 6 months to Year to
30-Jun-23 30-Jun-22 31-Dec-22
(Unaudited) (Unaudited) (Audited)
£ £ £
CONTINUING OPERATIONS
Revenue 1,072,987 909,577 1,922,860
Other operating income 42 2 2
Administrative expenses (2,311,136) (2,535,240) (5,279,002)
OPERATING LOSS (1,238,109) (1,625,661) (3,356,140)
Finance costs (120,067) (107,395) (229,701)
Finance income 3 - -
LOSS BEFORE TAX (1,358,173) (1,733,056) (3,585,841)
Income tax credit 228,062 315,774 640,860
LOSS FOR THE PERIOD ATTRIBUTABLE TO
THE OWNERS OF OSIRIUM TECHNOLOGIES PLC (1,130,111) (1,417,282) (2,944,981)
Loss per share from continuing operations:
Basic and diluted loss per share 1p 5p 6p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30-Jun-23 30-Jun-22 31-Dec-22
(Unaudited) (Unaudited) (Audited)
£ £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 3,781,195 3,721,569 3,752,102
Property, plant & equipment 41,348 68,790 54,848
Right-of-use asset 175,927 211,598 199,384
3,998,470 4,011,957 4,006,334
CURRENT ASSETS
Trade and other receivables 811,823 1,236,390 906,698
Cash and cash equivalents 220,443 273,218 1,081,135
1,032,266 1,509,608 1,987,833
TOTAL ASSETS 5,030,736 5,511,565 5,994,167
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 3,379,088 2,786,811 3,307,313
Lease liability 54,609 19,125 45,216
3,433,697 2,805,936 3,352,529
NON-CURRENT LIABILITIES
Lease liability 167,050 212,084 194,660
Convertible loan notes 3,032,262 2,816,678 2,926,134
3,199,312 3,028,762 3,120,794
TOTAL LIABILITIES 6,633,009 5,834,698 6,473,323
EQUITY
SHAREHOLDERS EQUITY
Called up share capital 1,225,487 604,377 1,225,487
Share premium 13,750,312 13,006,740 13,750,312
Share option reserve 386,517 372,529 379,523
Convertible note reserve 394,830 394,830 4,008,592
Merger reserve 4,008,592 4,008,592 394,830
Retained earnings (21,368,011) (18,710,201) (20,237,900)
TOTAL EQUITY ATTRIBUTABLE TO THE
OWNERS OF OSRIRIUM TECHNOLOGIES PLC (1,602,273) (323,133) (479,156)
TOTAL EQUITY AND LIABILITIES 5,030,736 5,511,565 5,994,167
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Called up Share Merger Share option Convertible note Retained Total
Share Capital premium reserve reserve reserve earnings equity
£ £ £ £ £ £ £
Balance at 1 January 2022 293,820 12,462,319 4,008,592 365,535 394,830 (17,292,919) 232,176
Changes in equity
Total comprehensive loss - - - - - (1,417,282) (1,417,282)
Issue of share capital 310,557 689,443 - - - - 1,000,000
Issue costs - (145,021) - - - - (145,021)
Share option charge - - - 6,994 - - 6,994
Balance at 30 June 2022 (unaudited) 604,377 13,006,741 4,008,592 372,529 394,830 (18,710,201) (323,132)
Balance at 1 January 2022 293,820 12,462,319 4,008,592 365,535 394,830 (17,292,919) 232,177
Changes in equity
Total comprehensive loss - - - - - (2,944,981) (2,944,981)
Issue of share capital 931,667 1,599,833 - - - - 2,531,500
Issue costs - (311,840) - - - - (311,840)
Share option charge - - - 13,988 - - 13,988
Balance at 31 December 2022 (audited) 1,225,487 13,750,312 4,008,592 379,523 394,830 (20,237,900) (479,156)
Balance at 1 January 2023 1,225,487 13,750,312 4,008,592 379,523 394,830 (20,237,900) (479,157)
Changes in equity
Total comprehensive loss - - - - - (1,130,111) (1,130,111)
Share option charge - - - 6,994 - - 6,994
Balance at 30 June 2023 (unaudited) 1,225,487 13,750,312 4,008,592 386,517 394,830 (21,368,011) (1,602,273)
CONSOLIDATED STATEMENT OF CASHFLOW
6 months 6 months Year
ended ended ended
30-Jun-23 30-Jun-22 31-Dec-22
(unaudited) (unaudited) (audited)
£ £ £
Cashflows from operating activities
Cash used in operations (629,067) (602,944) (138,715)
Tax received 640,556 603,232 603,232
Net cash from operating activities 11,489 288 464,517
Cash flows from investing activities
Purchase of intangible fixed assets (853,601) (945,808) (1,960,912)
Purchase of tangible fixed assets (583) (10,524) (15,338)
Sale of tangible fixed assets 42 - -
Interest received 3 2 -
Net cash used in investing activities (854,139) (956,330) (1,976,250)
Cashflows from financing activities
Share issue - 1,000,000 2,531,500
Share issue costs - (145,021) (311,840)
Lease payment (25,416) (16,947) (25,392)
Allocation of professional fees on loan notes 7,374 7,374 14,746
Net cash (used in)/from financing activities (18,042) 845,406 2,209,014
Increase/(decrease) in cash and cash equivalents (860,692) (110,636) 697,281
Cash and cash equivalents at beginning of period 1,081,135 383,854 383,854
Cash and cash equivalents at end of period 220,443 273,218 1,081,135
GENERAL INFORMATION
Osirium Technologies PLC was incorporated on 3 November 2015, and registered
and domiciled in England and Wales with its registered office located at One
Central Square, Cardiff CF10 1FS.
The principal activity of the Group in the periods under review was that of
the development, sale and licensing of security software.
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The Group financial information is presented in pounds sterling which is the
Group's presentational currency, and all values are rounded to the nearest
whole pound.
The financial information does not comprise statutory accounts within the
meaning of section 435 of the Companies Act 2006. The financial information
together with the comparative information for the six months ended 30 June
2022 are unaudited with the audited information included for the 12-month
period ended 31 December 2022. The audited information received an audit
report which was unqualified and did not include a statement under section
498(2) or section 498(3) of the Companies Act 2006 but did contain a material
uncertainty paragraph on going concern.
The financial information was approved by the Board of Directors on 6
September 2023 and authorised for issue on 7 September 2023.
Accounting Policies
The accounting policies used in the preparation of the financial information
for the six months ended 30 June 2023 are in accordance with the recognition
and measurement criteria of UK-adopted international accounting standards and
are consistent with those which will be adopted in the annual financial
statements for year ended 31 December 2023.
These Interim Financial Statements have been prepared in accordance with the
accounting policies, methods of computation and presentation adopted in the
financial statements for the year ended 31 December 2022. As permitted, the
Group has chosen not to adopt IAS 34 'Interim Financial Reporting' in
preparing these Interim Financial Statements.
The Directors have considered all new, revised or amended standards and
interpretations which are mandatory for the first time for the financial year
ending 31 December 2023, and concluded that none have had any significant
impact on these interim financial statements. New, revised or amended
standards and interpretations that are not yet effective have not been adopted
early.
Intangible assets
An internally generated, development intangible asset arising from Osirium's
product development is recognised if, and only if, Osirium can demonstrate all
of the following:
· The technical feasibility of completing the intangible asset so
that it will be available for use of sale.
· Its intention to complete the intangible asset and use or sell
it.
· Its ability to use or sell the intangible asset.
· How the intangible asset will generate probable future economic
benefits.
· The availability of adequate technical, financial and other
resources to complete the development and to use or sell the intangible asset.
· Its ability to measure reliably the expenditure attributable to
the intangible asset during its development.
Internally generated development intangible assets are amortised on a
straight-line basis over their useful lives. Amortisation commences in the
financial year of capitalisation. Where no internally generated intangible
asset can be recognised, development expenditure is recognised as an expense
in the period in which it is incurred.
Development costs 20% per annum, straight line.
Share based payments
Osirium issues equity-settled share-based payments to certain employees and
others under which Osirium receives services as consideration for equity
instruments (options) in Osirium. Equity-settled share-based payments are
measured at fair value at the date of grant by reference to the fair value of
the equity instruments granted. The fair value determined at the grant date of
equity-settled share-based payments is recognised as an expense in Osirium's
Statement of Comprehensive Income over the vesting period on a straight-line
basis, based on Osirium's estimate of the number instruments that will
eventually vest with a corresponding adjustment to equity. The expected life
used in the valuation is adjusted, based on management's best estimate, for
the effect of non-transferability, exercise restrictions, and behavioural
considerations.
Non-vesting and market vesting conditions are taken into account when
estimating the fair value of the options at grant date. Service and non-market
vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date. When the options are exercised
Osirium issues new shares. The proceeds received net of any directly
attributable transaction costs are credited to share capital (nominal value)
and share premium.
INTANGIBLE FIXED ASSETS
Development
Costs
£
Cost
At 1 January 2022 11,349,999
Additions to 30 June 2022 945,808
Cost c/f as at 30 June 2022 12,295,807
At 1 January 2022 11,349,999
Additions to 31 December 2022 1,960,912
Cost c/f as at 31 December 2022 13,310,911
At 1 January 2023 13,310,911
Additions to 30 June 2023 853,601
Cost c/f as at 30 June 2023 14,164,512
Amortisation
At 1 January 2022 7,792,689
Charge to 30 June 2022 781,549
Amortisation c/f as at 30 June 2022 8,574,238
At 1 January 2022 7,792,689
Charge to 31 December 2022 1,766,120
Amortisation c/f as at 31 December 2022 9,558,809
At 1 January 2023 9,558,809
Charge to 30 June 2023 824,508
Amortisation c/f as at 30 June 2023 10,383,317
Carrying Amount:
At 30 June 2022 (unaudited) 3,721,569
At 31 December 2022 (unaudited) 3,752,102
At 30 June 2023 (unaudited) 3,781,195
All development costs are amortised over their estimated useful lives, which
is on average 5 years. Amortisation is charged in full in the financial year
of capitalisation.
All amortisation has been charged to administrative expenses in the statement
of comprehensive income.
RIGHT OF USE ASSETS
Leases & Buildings
£
Cost
At 31 December 2021 159,455
Additions 234,569
Disposals (159,455)
At 31 December 2022 234,569
Additions -
At 30 June 2023 234,569
Depreciation
At 31 December 2021 147,189
Charge for year 47,451
Depreciation eliminated on disposal (159,455)
At 31 December 2022 35,185
Charge for year 23,457
At 30 June 2023 58,642
Net Book Value
At 31 December 2022 199,384
At 30 June 2023 175,927
Additions to the right of use assets during the period were £nil (year to
31 December 2022: £234,569).
The group leases land and buildings for its office under an agreement for 5
years running from 2022 to 2027.
LEASE LIABILITIES
As at As at As at
30-Jun-23 30-Jun-22 31-Dec-22
£ £
Current
Lease liability 54,609 19,125 45,216
Non- current
Lease liability 167,050 212,084 194,660
RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH FROM OPERATIONS
6 months 6 months Year
ended ended ended
30-Jun-23 30-Jun-22 31-Dec-22
(unaudited) (unaudited) (audited)
£ £ £
Loss before income tax (1,358,173) (1,733,056) (3,585,841)
Depreciation charges 37,541 44,729 75,265
Amortisation charges 824,508 781,549 1,766,120
Share option charge 6,994 6,994 13,988
Profit on disposal of fixed assets (42) - -
Finance costs 105,853 107,395 229,701
Finance income (3) - -
(383,322) (792,388) (1,500,767)
(Increase)/decrease in trade and other receivables (317,522) (22,036) 213,190
Increase /(decrease) in trade and other payables 71,777 211,480 1,148,862
Cash used in operations (629,067) (602,944) (138,715)
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