REG - Osirium Technologies SailPoint Tech, Inc. - Publication and Posting of Scheme Document

Osirium TechnologiesAnnouncement

18/09/2023 07:00

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RNS Number : 6843M  Osirium Technologies PLC  18 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

18 September 2023

 

RECOMMENDED CASH ACQUISITION

 

of

 

Osirium Technologies plc

 

by

 

SailPoint Technologies UK Ltd

 

(a company indirectly wholly-owned by SailPoint Parent, L.P.)

 

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Publication and Posting of Scheme Document

 

On 30 August 2023, the boards of directors of SailPoint Technologies UK Ltd
("Bidco") and Osirium Technologies plc ("Osirium"), announced that they had
reached an agreement on the terms and conditions of a recommended cash
acquisition by Bidco of the entire issued, and to be issued, ordinary share
capital of Osirium (the "Acquisition"). It is intended that the Acquisition
will be implemented by means of a court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").

 

Publication of the Scheme Document

 

The board of Osirium is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), which includes, amongst other things, a letter
from the Chairman of Osirium, the full terms and conditions of the Scheme, a
statutory explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events, notices of the Court Meeting
and the General Meeting and details of the actions to be taken by Osirium
Shareholders, has been published today on Osirium's website (subject to any
restrictions relating to persons resident in Restricted Jurisdictions) at
www.osirium.com.

 

Hard copies of the Scheme Document (or, depending on Osirium Shareholders'
communication preferences, a copy of the Scheme Document in electronic form or
via a website notification) and Forms of Proxy for the Court Meeting and the
General Meeting are being sent today to Osirium Shareholders. For information
purposes only, persons with information rights and participants in the Osirium
EMI Plan may request a hard copy of the Scheme Document by contacting
Osirium's registrars, Neville Registrars, either in writing to Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD, or by calling 0121 585 1131.
If not already receiving hard copy documents, Osirium Shareholders may request
a hard copy of the Scheme Document or information incorporated into the Scheme
Document by reference to another source, free of charge, by calling Osirium's
Registrar, Neville Registrars, Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD, during business hours, on 0121 585 1131 stating their name,
and the address to which the hard copy should be sent.

 

A letter sent to holders of options under the Osirium EMI Plan in accordance
with Rule 15 of the Code has been made available today on Osirium's website at
www.osirium.com (http://www.osirium.com) .

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United Kingdom
times unless stated otherwise.

 

Action required and notices of the Court Meeting and the General Meeting

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things: (i) approval of the Scheme at the
Court Meeting (or any adjournment thereof) by a majority in number of Scheme
Shareholders present and voting (and entitled to vote), in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares held by those
Scheme Shareholders (or the relevant class thereof); (ii) approval of the
Special Resolution at the General Meeting (or any adjournment thereof) by
Osirium Shareholders, representing 75 per cent. or more in value of the votes
cast at the General Meeting (in person or by proxy); (iii) the sanction of the
Scheme by the Court (with or without modification but subject to any
modification being on terms agreed by Osirium and Bidco); and (iv) the
delivery of a copy of the Court Order to the Registrar of Companies. The
Scheme is also subject to the satisfaction or (where applicable) waiver of the
Conditions and further terms that are set out in the Scheme Document.

 

Notices convening the Court Meeting and the General Meeting, both of which
will be held at the offices of Blake Morgan LLP,
6 New Street Square, London, EC4A 3DJ on 12 October 2023, are set out in
the Scheme Document. The Court Meeting will start at 11:00 a.m. on that date
and the General Meeting at 11:15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned. Any changes to the arrangements for the
Court Meeting and the General Meeting will be communicated to Scheme
Shareholders and Osirium Shareholders before the relevant Meeting, through
Osirium's website at www.osirium.com (http://www.osirium.com) and by
announcement through a Regulatory Information Service.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders. Therefore, whether or not
you intend to attend both or either of the Court Meeting or the General
Meeting, Scheme Shareholders and Osirium Shareholders are strongly encouraged
to: (i) sign and return their Forms of Proxy by post; or (ii) transmit a proxy
appointment and voting instruction through the CREST electronic proxy
appointment service or Neville Registrars' online voting facility as soon as
possible in accordance with the instructions printed thereon, but in any event
so as to be received by Osirium's registrar, Neville Registrars, not later
than 48 hours before the relevant Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day) or, in the case of any
adjournment, not later than 48 hours before the time fixed for the adjourned
Meeting (excluding any part of such 48 hour period falling on a day that is
not a working day). Scheme Shareholders and Osirium Shareholders are also
strongly encouraged to appoint "the Chairman of the meeting" as their proxy
for the General Meeting and the Court Meeting.

 

Recommendation

 

The Osirium Directors, who have been so advised by Allenby as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice, Allenby has taken into account the
commercial assessments of the Osirium Directors. Allenby is providing
independent financial advice to the Osirium Directors for the purposes of Rule
3 of the Takeover Code.

 

Accordingly, the Osirium Directors intend to recommend unanimously that
Osirium Shareholders vote in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting.

 

Osirium Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Osirium Shareholders at the General Meeting, the
satisfaction or (if capable of waiver) waiver of the other Conditions set out
in the Scheme Document, and the sanction of the Court.

 

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Osirium Shares on AIM
will be the Business Day immediately prior to the Effective Date, following
which Osirium will make an application to the London Stock Exchange for
suspension of dealings in Osirium Shares on AIM with effect by 7.30 a.m. on
the Effective Date.

It is intended that the cancellation of admission of the Osirium Shares to
trading on AIM will take effect at 7.30 a.m. on the Business Day following the
Effective Date. In addition, entitlements to Osirium Shares held within the
CREST system will be cancelled and share certificates in respect of Scheme
Shares will cease to be valid and should, if so requested by Osirium, be sent
to Osirium for cancellation.

 

Osirium will make further announcements through a Regulatory Information
Service, with such announcements also being made available on Osirium's
website at  www.osirium.com, in relation to the expected timetable set out in
the Appendix to this Announcement. The dates and times given in the expected
timetable are indicative only and are based on Osirium's current expectations
and may be subject to change (including as a result of changes to the
regulatory timetable).

 

Current Trading

 

On 7 September 2023, Osirium announced its unaudited interim results for the
six months ended 30 June 2023 (the "Interim Results"). Since that date,
Osirium has made a positive start to the second half of 2023, with a number of
further customer renewals. In addition, Osirium has continued to see a growing
pool of prospective new customers driven by its partner network and strong
reputation within its markets.

 

On 6 September 2023, Bidco (as the lender), Osirium Limited (as borrower) and
Osirium (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 Osirium, a loan facility in an aggregate amount of up to
£200,000 to fund the working capital needs of the Osirium Group, which was
fully drawn down on 14 September 2023. Subject to any amounts being prepaid by
Osirium, any further drawdown is subject to the consent of Bidco, which may be
granted in its sole discretion.

 

Information for Osirium Shareholders

 

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete the Forms of Proxy or to submit your proxies electronically or
online, please contact the Company's Registrar, Neville Registrars, by calling
the shareholder helpline on 0121 585 1131 from the UK or +44 121 585 1131 from
overseas. Lines are open between 9:00 a.m. and 5:00 p.m. Monday to Friday
(except public holidays in England and Wales). Calls from outside the UK will
be charged at the applicable international rate. Different charges may apply
to calls from mobile telephones. Please note that calls may be monitored or
recorded and Neville Registrars cannot provide advice on the merits of the
Acquisition or the Scheme or give any financial, legal or tax advice.

 

Other

 

A copy of this announcement and the Scheme Document shall be made available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Osirium's website at www.osirium.com by no later than 12:00
noon on the Business Day following the date of publication of the Scheme
Document. For the avoidance of doubt, the content of this website is not
incorporated into and does not form part of this announcement.

 

The person responsible for arranging release of this announcement on behalf of
Osirium is Martin Kay, Company Secretary.

 

Enquiries

 

 SailPoint and Bidco

 c/o Cavendish

 Cavendish Capital Markets Limited                                        +44 20 7220 0500

 (Financial Adviser to SailPoint and Bidco)

 Henrik Persson

 Fergus Sullivan
 Osirium Technologies plc

 c/o Allenby

 Allenby Capital Limited                                                  +44 20 3328 5656

 (Nominated Adviser, Financial Adviser and Corporate Broker to Osirium)

 James Reeve/George Payne (Corporate Finance)

 Tony Quirke/Stefano Aquilino (Sales and Corporate Broking)

 Alma PR (Financial PR adviser to Osirium)                                +44 20 3405 0205

 Hilary Buchanan

 Kieran Breheny

 Will Ellis Hancock

Kirkland & Ellis International LLP is acting as legal adviser to Bidco
and SailPoint.

Blake Morgan LLP is acting as legal adviser to Osirium.

 

APPENDIX

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The following indicative timetable is based on Osirium's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Osirium Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

 

 Event                                            Time and/or date((1))
 Publication of Scheme Document                   18 September 2023

 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                        11:00 a.m. on 10 October 2023
 General Meeting (WHITE form)                     11:15 a.m. on 10 October 2023

 Voting Record Time                               6:00 p.m. on 10 October 2023

 Court Meeting                                    11:00 a.m. on 12 October 2023

 General Meeting((5))                             11:15 a.m. on 12 October 2023

 

The following dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which the Conditions to
the Scheme are satisfied or, if capable of waiver, waived, and the date on
which the Court sanctions the Scheme, and the Court Order(s) sanctioning the
Scheme are delivered to the Registrar of Companies. Osirium will give adequate
notice of all of these dates and times, when known, by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Osirium's website at www.osirium.com (http://www.osirium.com)
and, if required by the Panel, send notice of change(s) to Osirium
Shareholders and, for information only, to holders of options under the
Osirium EMI Plan and persons with information rights. Further updates and
changes to these times will be notified in the same way. See also note((1)).

 

 Scheme Court Hearing                                                          a date no later than 21 days after the satisfaction (or, if applicable,

                                                                             waiver) of the Conditions (other than Condition 2.3) and in any event prior to
                                                                               the Long Stop Date ("D")

 Last day for dealings in, and for the registration of transfer of, Osirium    D+1 Business Day
 Shares

 Scheme Record Time                                                            6:00 p.m. on D+1 Business Day

 Disablement of CREST in respect of Osirium Shares                             6:00 p.m. on D+1 Business Day

 Suspension of dealings in Osirium Shares                                      by 7:30 a.m. on D+2 Business Days

 Effective Date of the Scheme                                                  D+2 Business Days((6))

 Cancellation of admission to trading of Osirium Shares                        by 7:30 a.m. on D+3 Business Days

 Latest date for despatch of cheques and crediting of CREST accounts and       Effective Date+14 days
 processing electronic transfers for cash consideration due under the Scheme

 Long Stop Date((7))                                                           1 March 2024

 

(1)       The dates and times given are indicative only and are based on
current expectations and are subject to change (including as a result of
changes to the regulatory timetable).

            References to times are to London, United Kingdom time
unless otherwise stated. If any of the times and/or dates above change, the
revised times and/or dates will be notified to Osirium Shareholders by
announcement through a Regulatory Information Service and, if required by the
Panel, notices of the change(s) will be sent to Osirium Shareholders and other
persons with information rights.

            Participants in the Osirium EMI Plan will be contacted
separately to inform them of the effect of the Scheme on their rights under
the Osirium EMI Plan, including details of any appropriate proposals being
made and dates and times relevant to them.

(2)       It is requested that BLUE Forms of Proxy for the Court Meeting
be lodged not later than 48 hours prior to the time appointed for the Court
Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time
fixed for any adjourned Court Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day). If the BLUE Form of Proxy
for the Court Meeting is not lodged by 11:00 a.m. on 10 October 2023, it may
be presented in person to the Neville Registrars' representative who will be
present at the Court Meeting, at any time prior to the commencement of the
Court Meeting (or any adjournment thereof).

(3)       In order to be valid, the WHITE Forms of Proxy for the General
Meeting must be lodged not later than 11:15 a.m. on 10 October 2023 or, if the
General Meeting is adjourned, 48 hours prior to the time fixed for the
adjourned General Meeting ( excluding any part of such 48 hour period falling
on a day that is not a working day).

(4)       If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6:00 p.m. on the day which is two Business Days prior to the date of the
adjourned Meeting.

(5)       To commence at 11:15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)       Bidco expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in the Scheme Document, the Acquisition
will become Effective during the last quarter of 2023.

(7)       This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
may be agreed by Osirium and Bidco (with the Panel's consent and as the Court
may approve (if such approval(s) is/are required)).

 

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
SailPoint and Bidco and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than
SailPoint and Bidco for providing the protections offered to clients of
Cavendish or for providing advice in connection with any matter referred to in
this announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Cavendish in connection with this announcement, any statement
contained herein, the Offer or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
announcement.

 

Allenby Capital Limited ("Allenby"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Osirium and for no one
else in connection with matters set out in this announcement. Allenby will not
regard any other person as its client in relation to the matters referred to
in this announcement and will not be responsible to anyone other than Osirium
for providing the protections afforded to clients of Allenby, or for providing
advice in relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Allenby nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Allenby in
connection with the matters referred to in this announcement, or otherwise. No
representation or warranty, express or implied, is made by Allenby as to the
contents of this announcement.

 

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Osirium in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

 

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

 

The availability of the Acquisition to Osirium Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Osirium Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

 

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.

 

Further details in relation to overseas shareholders will be included in the
Scheme Document.

 

Notice to U.S. Osirium Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the U.S.
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules. The
financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

 

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

 

It may be difficult for U.S. holders of Osirium Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Osirium
are located in a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Osirium
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, SailPoint, Thoma Bravo or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Osirium Shares outside of the U.S., other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the U.S. Exchange Act, Cavendish will continue to act as an exempt
principal trader in Osirium shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com
(http://www.londonstockexchange.com) .

 

U.S. Osirium Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Osirium Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

 

Forward Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Osirium contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Osirium
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

 

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Osirium (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
Osirium's, any member of the SailPoint Group's or any member of the Osirium
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
Bidco's, Osirium's, any member of the SailPoint Group's or any member of the
Osirium Group's business.

 

Although Bidco and Osirium believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Osirium can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

 

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco and
Osirium operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Bidco and
Osirium operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor Osirium, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.

 

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Osirium Group, there may be additional
changes to the Osirium Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

 

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Osirium is under any obligation, and Bidco and Osirium expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Osirium's website at www.osirium.com
(http://www.osirium.com) by no later than 12 noon (London time) on the
Business Day following this announcement. For the avoidance of doubt, neither
the content of this website nor of any website accessible from hyperlinks set
out in this announcement is incorporated by reference or forms part of this
announcement.

 

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Osirium for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Osirium.

 

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Osirium Shareholders,
persons with information rights, participants in the Osirium EMI Plan and
Osirium Convertible Loan Noteholders may request a hard copy of this
announcement, free of charge, by contacting Allenby on +44 (0) 20 3328 5656.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Takeover Code, such
persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

 

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Osirium Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Osirium may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

 

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

 

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Osirium Shares in respect of which the Offer has not been accepted.

 

Investors should be aware that Bidco may purchase Osirium Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

 

Disclaimer

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of SailPoint will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.

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rns@lseg.com (mailto:rns@lseg.com)
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