REG - Osirium Technologies SailPoint Tech, Inc. - Form 8 (OPD) Osirium Technologies plc

Osirium TechnologiesAnnouncement

05/09/2023 07:00

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RNS Number : 3440L  Osirium Technologies PLC  05 September 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Osirium Technologies plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Osirium Technologies plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree

 (e) Date position held:                                                         4 September 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     -      Nil       -
 (2) Cash-settled derivatives:                                        Nil     -      Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil     -      Nil       -
 purchase/sell:
                                                                      Nil     -      Nil       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 (A) Ordinary shares of 1 pence each ("Ordinary Shares") held by directors of
 Osirium Technologies plc and their close relatives:

Name              Number of Ordinary Shares held  % of Ordinary Shares held
 Simon Lee         1,656,083                       1.35%
 David Guyatt(1)   9,913,109                       8.09%
 Stuart McGregor   896,523                         0.73%
 Rupert Hutton(2)  1,140,580                       0.93%
 Simon Hember      103,571                         0.08%

 

 (1)Total holdings of David Guyatt and close family members

 (2)Total holdings of Rupert Hutton and close family members

 (B)  Options held by Osirium Technologies plc directors and their close
 relatives in Osirium Technologies plc's Ordinary Shares:

Name                Granted      Number of options over Ordinary Shares held  Exercise price  Scheme                                                             Vesting period  Expiry date
 Stuart McGregor     19 May 2023  3,676,460                                    2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Rupert Hutton       19 May 2023  1,225,487                                    2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Catherine Jamieson  19 May 2023  612,743                                      2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Tom Guyatt          19 May 2023  612,743                                      2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033

 

 (c) Interests of persons acting in concert with Osirium Technologies plc (in
 addition to those set out in (a) above) in the Osirium Technologies plc's
 Ordinary Shares

Name                     Number of ordinary  % of voting share capital

              shares held
 Allenby Capital Limited  1,625,950           1.33%

 

 

(1)Total holdings of David Guyatt and close family members

(2)Total holdings of Rupert Hutton and close family members

 

 

 

(B)  Options held by Osirium Technologies plc directors and their close
relatives in Osirium Technologies plc's Ordinary Shares:

 

 

 Name                Granted      Number of options over Ordinary Shares held  Exercise price  Scheme                                                             Vesting period  Expiry date
 Stuart McGregor     19 May 2023  3,676,460                                    2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Rupert Hutton       19 May 2023  1,225,487                                    2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Catherine Jamieson  19 May 2023  612,743                                      2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033
 Tom Guyatt          19 May 2023  612,743                                      2 pence         Enterprise Management Incentive (EMI) Share Option Plan 2020-2025  3 years         18 May 2033

 

(c) Interests of persons acting in concert with Osirium Technologies plc (in
addition to those set out in (a) above) in the Osirium Technologies plc's
Ordinary Shares

 

 Name                     Number of ordinary  % of voting share capital

                          shares held
 Allenby Capital Limited  1,625,950           1.33%

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  5 September 2023
 Contact name:        Rupert Hutton, Chief Financial Officer
 Telephone number:    +44 (0)1183 242 444

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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