REG - Osirium Technologies - Notice of AGM & Proposed Changes to Option Scheme

Osirium TechnologiesAnnouncement

03/04/2023 07:15

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RNS Number : 0423V  Osirium Technologies PLC  03 April 2023

03 April 2023

 

Osirium Technologies plc

("Osirium", the "Group" or the "Company")

 

Posting of annual report and accounts, notice of AGM,

proposed amendments to share option plan and proposed grant of options

 

Posting of accounts and notice of AGM

 

Osirium Technologies plc (AIM: OSI), a leading vendor of cloud-based
cybersecurity and IT automation software, announces that the Company's annual
report and accounts for the year ended 31 December 2022, which incorporates
notice of the Company's 2023 Annual General Meeting ("AGM") will shortly be
posted to shareholders who have elected to receive a hard copy of them and
will be available to download from the Company's website at www.osirium.com.

 

The AGM will be held at the Company's offices at Theale Court, 11-13 High
Street, Theale, RG7 5AH at 11:00 a.m. on Tuesday, 9 May 2023.

 

Proposed amendments to share option scheme and grant of options

 

The AGM notice contains a resolution (the "Plan Resolution") to permit the
Directors to make certain amendments to the Company's Enterprise Management
Incentive (EMI) Share Option Plan 2020-2025 (the "Plan"), including, inter
alia, the ability to set the exercise price of new options granted pursuant to
the Plan equal to the market price of an ordinary share in the Company
("Ordinary Share") at the date of grant.

 

The Plan was put in place in 2020 with a primary goal of incentivising and
retaining Directors and key employees of the Company to drive the Company's
future growth and share value. The current Plan rules do not permit the grant
of options with an exercise price of less than 35p per option, being a premium
of over 2000% to the current mid-market price of an Ordinary Share.
Accordingly, Osirium's remuneration committee has proposed amendments to the
scheme to confer wider discretion on the Board to grant options over Ordinary
Shares at no lesser amount than the market value of the Company's shares at
the date of grant, and exercisable on conditions and at vesting periods which
they regard as more aligned with the interests of the Company to provide
meaningful and achievable incentives to the Company's directors and staff.

 

Furthermore, the existing options granted pursuant to the Plan have an
exercise price of 35p and the Company has historic options outstanding granted
pursuant to the Osirium Technologies plc Enterprise Management Incentive (EMI)
Share Option Plan 2016, adopted at the time of the Company's IPO, which have
exercise prices of between 41.67p and 187.2p per Ordinary Share. The Board
does not consider that any of these options provide a meaningful incentive to
option holders.

 

Subject to the passing of the Plan Resolution at the AGM and shortly following
the conclusion of the AGM, it is anticipated that all existing holders of
outstanding options over Ordinary Shares will be invited to surrender their
current options and would be granted new options (the "New Options"),
exercisable at the market price of an Ordinary Share at the time of grant,
such number of options to be determined by Osirium's Remuneration Committee.
It is anticipated that the New Options would be subject to a three-year
vesting period, with the options vesting as to: one third on the first
anniversary of grant; one third on the second anniversary of grant; and one
third on the third anniversary of grant.

 

It is anticipated that the following number of options would be granted to
Directors and PDMRs of the Company:

 

 Director                 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
 David Guyatt (Chairman)  1,061,416                                                     1,225,487                         1.00%
 Stuart McGregor (CEO)    218,500                                                       2,450,974                         2.00%
 Rupert Hutton (CFO)      147,250                                                       1,225,487                         1.00%
 Simon Lee (NED)          147,250                                                       183,823                           0.15%
 Simon Hember (NED)       26,125                                                        183,823                           0.15%
 Catherine Jamieson       180,000                                                       612,743                           0.50%

 (wife of David Guyatt)

 

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.

 

 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 (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/) .

 

 

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