REG - Osirium Technologies - Update re proposed grant of options

Osirium TechnologiesAnnouncement

18/04/2023 07:00

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RNS Number : 5049W  Osirium Technologies PLC  18 April 2023

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       180,000                                                       612,743                           0.50%

 (wife of David Guyatt)

 

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 (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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