REG - SailPoint Tech, Inc. Osirium Technologies - Recommended Acquisition of Osirium Technologies
30/08/2023 12:15
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RNS Number : 8339K SailPoint Technologies, Inc. 30 August 2023
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FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
30 August 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
Summary
· The boards of directors of SailPoint Technologies UK Ltd ("Bidco")
and Osirium Technologies plc ("Osirium") are pleased to announce that they
have reached 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. It is intended that the Acquisition will be implemented by
way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.
· Under the terms of the Acquisition, each Osirium Shareholder will be
entitled to receive:
for each Osirium Share: 2.35 pence in cash
· The Acquisition price per Osirium Share represents a premium of
approximately:
· 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share
on 29 August 2023 (being the last Business Day before the commencement of the
Offer Period);
· 77.62 per cent. to the volume-weighted average price of 1.32 pence
per Osirium Share for the one-month period ended 29 August 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 48.35 per cent. to the volume-weighted average price of 1.58 pence
per Osirium Share for the three-month period ended 29 August 2023 (being the
last Business Day before the commencement of the Offer Period).
· 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.
· If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the Osirium Shares, Bidco reserves the right to
reduce the consideration payable under the terms of the Acquisition for the
Osirium Shares by an amount up to the aggregate amount of such dividend and/or
distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, Osirium Shareholders would
be entitled to retain any such dividend, distribution and/or other return of
capital or value.
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 resolutions to be proposed at the General Meeting as the Osirium
Directors who hold Osirium Shares have irrevocably undertaken to do in respect
of their own beneficial holdings totalling 12,738,545 Osirium Shares
(representing approximately 10.39 per cent. of the existing issued ordinary
share capital of Osirium) as at 29 August 2023, being the Business Day prior
to the date of this announcement. Further details of these undertakings,
including the circumstances in which they cease to be binding, are set out in
Appendix 3 to this announcement.
Background to and reasons for the Acquisition
· SailPoint believes that there is a significant opportunity within the
growing identity security market. Cloud-oriented enterprises around the globe
are showing increasing demand for innovative and trusted solutions to address
their identity security challenges. In order to rise to this market
opportunity, constant innovation, delivered both organically and by
acquisition, is required across product portfolios to meet the world's
evolving identity security needs.
· SailPoint has a track record of successfully making and integrating
selective strategic acquisitions of businesses with complementary products and
solutions. Osirium's strong technology proposition and traction with customers
in attractive markets makes Osirium an excellent fit for the SailPoint
Identity Security Platform.
· SailPoint believes that the addition and integration of Osirium's
core capabilities into SailPoint's existing Identity Security Platform will
facilitate the development of Osirium's offering whilst providing a compelling
unified platform for securing privileged and non-privileged identities to the
Combined Group's customers and prospects. As a standalone business Osirium's
balance sheet position and comparatively limited scale restrict its ability to
meet the demand for identity security challenges. SailPoint believes that
Osirium will benefit from increased scale and financial resilience within a
larger enterprise with enhanced sector and regional capabilities, by unlocking
enterprise opportunities for Osirium as part of a unified Identity Security
Platform.
Background to and reasons for the recommendation
· Since its admission to AIM in 2016, Osirium has made significant
progress in building an established, loyal client base whilst continuing to
invest in its cybersecurity solutions. Notwithstanding this significant
progress, Osirium has remained dependant on the ability to access equity
capital to fund working capital. As at 30 June 2023, Osirium's unaudited cash
balance was £0.22 million. Cash levels continue to be carefully managed and
despite the positive trading momentum in the first half of the year, the
Osirium Directors anticipate that Osirium will be required to raise additional
capital before the end of 2023, as well as implementing additional cost saving
measures.
· With a strategy to bring forward the point of cashflow break even, in
2022 Osirium commenced a cost restructuring exercise, of which £0.65 million
of annualised cost savings was implemented in the financial year ended 31
December 2022, and £0.35 million of annualised cost savings has been
implemented in the financial year ending 31 December 2023. In December 2022,
Osirium completed a capital raising to position Osirium to capture market
opportunities available and to deliver long term shareholder value. Since the
fundraise, the Osirium Directors' immediate focus has been on growing
Osirium's annualised recurring revenues and steadily bringing forward
Osirium's cash flow break-even point by actioning further cost savings during
the current financial year.
· The Osirium Directors are confident that, with the initiatives taken
to improve gross margins, cost savings and the rate of pipeline conversion,
Osirium could continue to grow and generate sustained returns to Osirium
Shareholders but recognise that there are risks to, as well as uncertainty
around, the timing and impact of these initiatives. Notwithstanding this
confidence in Osirium's standalone prospects, the Osirium Directors recognise
the benefits of scale when operating in a global competitive market.
· The Osirium Directors believe that the current market capitalisation
of Osirium, and current market conditions, will adversely impact the ability
to raise new capital at sensible valuations and, therefore, their ability to
optimise Osirium's growth over the medium term. The Osirium Directors also
consider that the conversion rights attributable to the Osirium Convertible
Loan Notes have limited Osirium's capital raising ability at the time of
Osirium's recent fundraisings due to the dilutive effect if such conversion
rights were to be exercised and believe that this would continue to negatively
impact Osirium's ability to raise capital in the near future. The Acquisition
provides an opportunity for Osirium to redeem the Osirium Convertible Loan
Notes.
· In considering its recommendation of the Acquisition, the Osirium
Directors have taken into account the risks inherent in the continued
execution of its strategy on a standalone basis, Osirium's current trading
environment, and the potential for future growth in equity value for Osirium
Shareholders against the certainty of the Acquisition as a cash offer. The
Osirium Directors believe that the terms of the Acquisition fairly recognise
the medium-term prospects and growth potential of Osirium as a standalone
business.
· The Acquisition provides Osirium Shareholders with an immediate,
certain and attractive cash value. The Osirium Directors recognise that the
market in Osirium Shares is relatively illiquid, with average daily volumes
traded during the twelve-month period ended 29 August 2023 being only 945,406
Osirium Shares. This makes it challenging for Osirium Shareholders to monetise
their holdings should they so wish. The Acquisition therefore provides the
opportunity for Osirium Shareholders to realise their entire investment in
cash.
· Therefore, after careful consideration of the Acquisition, the
Osirium Board has concluded that the Acquisition represents good value given
the balance of future opportunities and risks facing Osirium.
· Furthermore, the Osirium Board notes that the Acquisition represents
a premium of approximately:
· 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share
on 29 August 2023 (being the last Business Day before the commencement of the
Offer Period);
· 77.62 per cent. to the volume-weighted average price of 1.32 pence
per Osirium Share over the one-month period ended on 29 August 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 48.35 per cent. to the volume-weighted average price of 1.58 pence
per Osirium Share over the three-month period ended on 29 August 2023 (being
the last Business Day before the commencement of the Offer Period).
Irrevocable undertakings, letter of intent and agreement and Rule 15 Waiver
and Redemption Agreements
Irrevocable undertakings
· Bidco has received irrevocable undertakings from all the Osirium
Directors who hold Osirium Shares to vote (or, where applicable, procure
voting) in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of their own holdings over which they have control, being, in
aggregate, 12,738,545 Osirium Shares (representing approximately 10.39 per
cent. of the existing issued ordinary share capital of Osirium) as at 29
August 2023, being the Business Day prior to the date of this announcement.
These undertakings will remain binding in the event that a higher competing
offer for Osirium is made.
· Bidco has also received irrevocable undertakings from certain Osirium
Shareholders who are close relatives of certain of the Osirium Directors to
vote (or, where applicable, procure voting) in favour of the resolutions
relating to the Scheme and the Acquisition at the Meetings (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of, in aggregate, 584,550 Osirium Shares
(representing approximately 0.48 per cent. of the existing issued ordinary
share capital of Osirium) as at 29 August 2023, being the Business Day prior
to the date of this announcement). These undertakings will also remain binding
in the event that a higher competing offer for Osirium is made.
· Bidco has also received irrevocable undertakings from certain other
Osirium Shareholders, being Nicholas Slater and Mark and Dorothy Horrocks, to
vote (or, where applicable, procure voting) in favour of the resolutions
relating to the Scheme and the Acquisition at the Meetings (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of, in aggregate, 20,504,545 Osirium
Shares (representing approximately 16.73 per cent. of the existing issued
ordinary share capital of Osirium) as at 29 August 2023, being the Business
Day prior to the date of this announcement). These undertakings will also
remain binding in the event that a higher competing offer for Osirium is made.
· SailPoint has also received irrevocable undertakings from certain of
the Osirium Convertible Loan Noteholders (or their affiliates), being Octopus
AIM VCT plc, Octopus AIM VCT 2 plc, Unicorn AIM VCT plc and Herald Investment
Trust plc, to vote (or, where applicable, procure voting) in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer), in respect of, in aggregate, 13,441,922
Osirium Shares (representing approximately 10.97 per cent. of the existing
issued ordinary share capital of Osirium) as at 29 August 2023, being the
Business Day prior to the date of this announcement. These undertakings will
also remain binding in the event that a higher competing offer for Osirium is
made.
Letter of intent and agreement
· In addition to the irrevocable undertakings referred to above,
SailPoint and Bidco have received a non-binding letter of intent and agreement
from one of the Osirium Convertible Loan Noteholders, being Hargreave Hale AIM
VCT plc, to instruct the relevant custodian holding legal title to vote in
favour of the resolutions relating to the Scheme and the Acquisition at the
Meetings, in respect of, in aggregate, 608,495 Osirium Shares (representing
approximately 0.50 per cent. of the existing issued ordinary share capital of
Osirium) as at 29 August 2023, being the Business Day prior to the date of
this announcement.
· Further details of these irrevocable undertakings and the letter of
intent and agreement, including the circumstances in which they cease to be
binding, are set out in Appendix 3 to this announcement.
Rule 15 Waiver and Redemption Agreements
· Bidco has also entered into the Rule 15 Waiver and Redemption
Agreements with all of the Osirium Convertible Loan Noteholders. Pursuant to
the Rule 15 Waiver and Redemption Agreements, all of the Osirium Convertible
Loan Noteholders have: (i) waived their rights to exercise, including the
right to be granted the opportunity to exercise, their rights to convert the
Osirium Convertible Loan Notes into Osirium Shares pursuant to the Osirium
Convertible Note Instrument; and (ii) undertaken and agreed not to sell,
transfer, redeem, convert, encumber (to the extent within their power) or
otherwise dispose of or exercise any rights in respect of, whether pursuant to
the Osirium Convertible Note Instrument or otherwise, the Osirium Convertible
Loan Notes.
Totals
· Bidco and SailPoint have, therefore, together received irrevocable
undertakings in respect of a total of 47,269,562 Osirium Shares (representing
approximately 38.57 per cent. of the existing issued ordinary share capital of
Osirium), and Rule 15 Waiver and Redemption Agreements in respect of waivers
of, and undertakings not to exercise, conversion, redemption or transfer
rights in respect of £2,700,000.00 Osirium Convertible Loan Notes
(representing 100 per cent. of the Osirium Convertible Loan Notes), as at 29
August 2023, being the Business Day prior to the date of this announcement.
Information on Bidco and SailPoint
· Bidco is a private limited company incorporated in England and Wales
and is indirectly owned by SailPoint. Bidco provides the SailPoint Group with
sales and marketing support as well as implementation services for enterprise
identity governance solutions within the UK.
· SailPoint is a leading provider of identity security for the modern
enterprise. SailPoint's intelligent, autonomous, and integrated solutions put
identity security at the core of digital business operations, enabling even
the most complex organisations across the globe to build a security foundation
capable of defending against today's most pressing threats.
· SailPoint has over 2,200 customers, including 48% of the Fortune 500,
and over 2,400 employees across several offices worldwide including its
headquarters in Austin and offices in United Kingdom, India, Israel, France,
Japan and Australia. SailPoint's Identity Security Platform includes solutions
for SaaS-based security for all digital identities, non-employee risk
management, access risk management and data access governance.
Information on Osirium
· Osirium is a public limited company incorporated in England and Wales
and quoted on AIM.
· Osirium is a UK-based cybersecurity software provider and SaaS vendor
delivering privileged access management, privileged endpoint management and IT
process automation solutions. Osirium's customers use its privileged access
management technology to control third party access, protect them against
insider threats and demonstrate rigorous compliance. Osirium's award-winning
task and process automation solutions saves time and cost 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.
Osirium's privileged endpoint management solution balances security and
productivity by removing risky local administrator rights from users, while at
the same time allowing escalated privileges for specific applications.
Osirium's products are implemented across a wide range of sectors and
customers across a growing number of geographies, including the UK, Europe,
the Middle East, Asia and North America.
· Osirium has a total of approximately 170 active customers across a
range of markets with the majority of such customers located in the UK.
Osirium employs approximately 40 staff including those in sales, marketing,
product engineering, professional services and product support. By operating a
"channel-first" sales model that uses distribution and resellers, Osirium is
able to effectively market and sell its products internationally.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement).
· The terms of the Acquisition will be put to Osirium Shareholders at
the Court Meeting and the General Meeting. The Court Meeting and the General
Meeting are required to enable Osirium Shareholders to consider and, if
thought fit, vote in favour of the Scheme and the Resolutions to implement the
Scheme. In order to become Effective, the Scheme must be approved by a
majority in number of Osirium Shareholders, present and voting at the Court
Meeting, whether in person or by proxy, representing 75 per cent. or more in
value of the Scheme Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Osirium Shareholders representing at
least 75 per cent. of votes cast at the General Meeting.
· The Conditions to the Acquisition are set out in full in Appendix 1
to this announcement along with certain other terms; the full terms and
conditions will be provided in the Scheme Document.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to
Osirium Shareholders as soon as practicable and in any event within 28 days of
this announcement (or such later time as Osirium, Bidco and the Panel agree)
and the Meetings are expected to be held as soon as reasonably practicable
thereafter. Subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, the Scheme Document will also be made available on
Osirium's website at www.osirium.com.
· The Acquisition is currently expected to complete during the last
quarter of 2023, subject to the satisfaction or (where applicable) waiver of
the Conditions. An expected timetable of key events relating to the
Acquisition will be set out in the Scheme Document.
· Commenting on this announcement, David Guyatt, the Chair of Osirium, said:
"As a regional UK privileged access management vendor founded in 2008 and
listed on AIM in 2016, despite innovative and customer recognised solutions,
Osirium has been challenged in achieving the critical mass necessary to
compete with the other large and well-established PAM vendors. The Acquisition
will provide the scale, recognition and resources that will enable the full
potential of Osirium's world class PAM, EPM and PPA solutions.
Further, I 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."
· Commenting on this announcement, Mark McClain, the CEO of SailPoint,
said:
"We are pleased to have reached agreement with the Board of Osirium on the
terms of Bidco's proposed Acquisition of Osirium. The Acquisition will bring
Osirium's core capabilities into SailPoint's existing Identity Security
platform providing a compelling unified platform for securing privileged and
non-privileged identities for our customers. We look forward to completing the
Acquisition and working with the Osirium team."
This summary should be read in conjunction with the following announcement and
the Appendices. The conditions to, and certain further terms of, the
Acquisition are set out in Appendix 1. The bases and sources for certain
financial information contained in this announcement are set out in Appendix
2. Details of undertakings received by Bidco are set out in Appendix 3.
Certain definitions and terms used in this announcement are set out in
Appendix 4.
The person responsible for arranging release of this announcement on behalf of
Osirium is Martin Kay, Company Secretary.
Enquiries
SailPoint and Bidco
c/o finnCap
finnCap (Financial Adviser to SailPoint and Bidco) +44 20 7220 0500
Henrik Persson
Fergus Sullivan
Osirium
c/o Allenby
Allenby (Nominated Adviser, Financial Adviser and Corporate Broker to Osirium) +44 20 3328 5656
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.
Further information
finnCap Ltd ("finnCap"), 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 finnCap or for providing advice in
connection with any matter referred to in this announcement. Neither finnCap
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 finnCap in connection with
this announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by finnCap 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, finnCap 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.
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.ibis.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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Osirium confirms that, as
at 29 August 2023, it had in issue 122,548,681 ordinary shares of 1 pence
each. The ISIN for the shares is GB00BZ58DH10.
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.
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
30 August 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
1 Introduction
The boards of directors of Bidco and Osirium are pleased to announce that they
have reached agreement on the terms and conditions of a recommended all cash
offer to be made by Bidco for the entire issued, and to be issued, ordinary
share capital of Osirium.
It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement). The Conditions to the Acquisition are set out in full in Appendix
1 to this announcement.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each Osirium
Shareholder will be entitled to receive:
for each Osirium Share: 2.35 pence in cash
The Acquisition price per Osirium Share represents a premium of approximately:
· 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share
on 29 August 2023 (being the last Business Day before the commencement of the
Offer Period);
· 77.62 per cent. to the volume-weighted average price of 1.32 pence
per Osirium Share for the one-month period ended 29 August 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 48.35 per cent. to the volume-weighted average price of 1.58 pence
per Osirium Share for the three-month period ended 29 August 2023 (being the
last Business Day before the commencement of the Offer Period).
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 Osirium Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre‑emption
and any other interests of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid with a record date on or after the Effective
Date.
If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in
respect of the Osirium Shares, Bidco reserves the right to reduce the
consideration payable under the terms of the Acquisition for the Osirium
Shares by an amount up to the aggregate amount of such dividend and/or
distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, Osirium Shareholders would
be entitled to retain any such dividend, distribution and/or other return of
capital or value.
3 Background to and reasons for the Acquisition
SailPoint believes that there is a significant opportunity within the growing identity security market. Cloud-oriented enterprises around the globe are showing increasing demand for innovative and trusted solutions to address their identity security challenges. In order to rise to this market opportunity, constant innovation, delivered both organically and by acquisition, is required across product portfolios to meet the world's evolving identity security needs.
SailPoint has a track record of successfully making and integrating selective strategic acquisitions of businesses with complementary products and solutions. Osirium's strong technology proposition and traction with customers in attractive markets makes Osirium an excellent fit for the SailPoint Identity Security Platform.
SailPoint believes that the addition and integration of Osirium's core capabilities into SailPoint's existing Identity Security Platform will facilitate the development of Osirium's offering whilst providing a compelling unified platform for securing privileged and non-privileged identities to the Combined Group's customers and prospects. As a standalone business Osirium's balance sheet position and comparatively limited scale restrict its ability to meet the demand for identity security challenges. SailPoint believes that Osirium will benefit from increased scale and financial resilience within a larger enterprise with enhanced sector and regional capabilities, by unlocking enterprise opportunities for Osirium as part of a unified Identity Security Platform.
4 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
resolutions to be proposed at the General Meeting as the Osirium Directors who
hold Osirium Shares have irrevocably undertaken to do in respect of their own
beneficial holdings totalling 12,738,545 Osirium Shares (representing
approximately 10.39 per cent. of the existing issued ordinary share capital of
Osirium) as at 29 August 2023, being the Business Day prior to the date of
this announcement. Further details of these undertakings, including the
circumstances in which they cease to be binding, are set out in Appendix 3 to
this announcement.
5 Background to and reasons for the recommendation
Since its admission to AIM in 2016, Osirium has made significant progress in
building an established, loyal client base whilst continuing to invest in its
cybersecurity solutions. Notwithstanding this significant progress, Osirium
has remained dependant on the ability to access equity capital to fund working
capital. As at 30 June 2023, Osirium's unaudited cash balance was £0.22
million. Cash levels continue to be carefully managed and despite the positive
trading momentum in the first half of the year, the Osirium Directors
anticipate that Osirium will be required to raise additional capital before
the end of 2023, as well as implementing additional cost saving measures.
With a strategy to bring forward the point of cashflow break even, in 2022
Osirium commenced a cost restructuring exercise, of which £0.65 million of
annualised cost savings was implemented in the financial year ended 31
December 2022, and £0.35 million of annualised cost savings has been
implemented in the financial year ending 31 December 2023. In December 2022,
Osirium completed a capital raising to position Osirium to capture market
opportunities available and to deliver long term shareholder value. Since the
fundraise, the Osirium Directors' immediate focus has been on growing
Osirium's annualised recurring revenues and steadily bringing forward
Osirium's cash flow break-even point by actioning further cost savings during
the current financial year.
The Osirium Directors are confident that, with the initiatives taken to
improve gross margins, cost savings and the rate of pipeline conversion,
Osirium could continue to grow and generate sustained returns to Osirium
Shareholders but recognise that there are risks to, as well as uncertainty
around, the timing and impact of these initiatives. Notwithstanding this
confidence in Osirium's standalone prospects, the Osirium Directors recognise
the benefits of scale when operating in a global competitive market.
The Osirium Directors believe that the current market capitalisation of
Osirium, and current market conditions, will adversely impact the ability to
raise new capital at sensible valuations and, therefore, their ability to
optimise Osirium's growth over the medium term. The Osirium Directors also
consider that the conversion rights attributable to the Osirium Convertible
Loan Notes have limited Osirium's capital raising ability at the time of
Osirium's recent fundraisings due to the dilutive effect if such conversion
rights were to be exercised and believe that this would continue to negatively
impact Osirium's ability to raise capital in the near future. The Acquisition
provides an opportunity for Osirium to redeem the Osirium Convertible Loan
Notes.
In considering its recommendation of the Acquisition, the Osirium Directors
have taken into account the risks inherent in the continued execution of its
strategy on a standalone basis, Osirium's current trading environment, and the
potential for future growth in equity value for Osirium Shareholders against
the certainty of the Acquisition as a cash offer. The Osirium Directors
believe that the terms of the Acquisition fairly recognise the medium-term
prospects and growth potential of Osirium as a standalone business.
The Acquisition provides Osirium Shareholders with an immediate, certain and
attractive cash value. The Osirium Directors recognise that the market in
Osirium Shares is relatively illiquid, with average daily volumes traded
during the twelve-month period ended 29 August 2023 being only 945,406 Osirium
Shares. This makes it challenging for Osirium Shareholders to monetise their
holdings should they so wish. The Acquisition therefore provides the
opportunity for Osirium Shareholders to realise their entire investment in
cash.
Therefore, after careful consideration of the Acquisition, the Osirium Board
has concluded that the Acquisition represents good value given the balance of
future opportunities and risks facing Osirium.
Furthermore, the Osirium Board notes that the Acquisition represents a premium
of approximately:
· 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share
on 29 August 2023 (being the last Business Day before the commencement of the
Offer Period);
· 77.62 per cent. to the volume-weighted average price of 1.32 pence
per Osirium Share over the one-month period ended on 29 August 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 48.35 per cent. to the volume-weighted average price of 1.58 pence
per Osirium Share over the three-month period ended on 29 August 2023 (being
the last Business Day before the commencement of the Offer Period).
6 Information relating to Bidco, SailPoint and Thoma Bravo
Bidco
Bidco is a private limited company incorporated in England and Wales and is
indirectly owned by SailPoint. Bidco provides the SailPoint Group with sales
and marketing support as well as implementation services for enterprise
identity governance solutions within the UK.
The current directors of Bidco are Mark David McClain and Christopher Glenn
Schmitt. Further details in relation to Bidco will be contained in the Scheme
Document.
SailPoint
SailPoint is a leading provider of identity security for the modern
enterprise. SailPoint's intelligent, autonomous, and integrated solutions put
identity security at the core of digital business operations, enabling even
the most complex organisations across the globe to build a security foundation
capable of defending against today's most pressing threats.
SailPoint has over 2,200 customers, including 48% of the Fortune 500, and over
2,400 employees across several offices worldwide including its headquarters in
Austin and offices in United Kingdom, India, Israel, France, Japan and
Australia. SailPoint's Identity Security Platform includes solutions for
SaaS-based security for all digital identities, non-employee risk management,
access risk management and data access governance.
Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the world, with more
than $127 billion in assets under management. Thoma Bravo invests in
growth-oriented, innovative companies operating in the software and technology
sectors. Leveraging the firm's deep sector expertise and proven strategic and
operational capabilities, Thoma Bravo collaborates with its portfolio
companies to implement operating best practices, drive growth initiatives and
make accretive acquisitions intended to accelerate revenue and earnings. In
the technology industry, Thoma Bravo is one of the world's most active private
equity firms, having completed over 441 acquisitions representing over $185
billion in aggregate enterprise value. The firm has offices in New York,
Chicago, Miami, San Francisco and London.
7 Information relating to Osirium
Osirium is a public limited company incorporated in England and Wales and
quoted on AIM.
Osirium is a UK-based cybersecurity software provider and SaaS vendor
delivering privileged access management, privileged endpoint management and IT
process automation solutions. Osirium's customers use its privileged access
management technology to control third party access, protect them against
insider threats and demonstrate rigorous compliance. Osirium's award-winning
task and process automation solutions saves time and cost 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.
Osirium's privileged endpoint management solution balances security and
productivity by removing risky local administrator rights from users, while at
the same time allowing escalated privileges for specific applications.
Osirium's products are implemented across a wide range of sectors and
customers across a growing number of geographies, including the UK, Europe,
the Middle East, Asia and North America.
Osirium has a total of approximately 170 active customers across a range of
markets with the majority of such customers located in the UK. Osirium employs
approximately 40 staff including those in sales, marketing, product
engineering, professional services and product support. By operating a
"channel-first" sales model that uses distribution and resellers, Osirium is
able to effectively market and sell its products internationally.
8 Irrevocable undertakings and Letter of intent and agreement
Irrevocable undertakings
As described above, Bidco has received irrevocable undertakings from all the
Osirium Directors who hold Osirium Shares to vote (or, where applicable,
procure voting) in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of their own holdings over which they have control, being, in
aggregate, 12,738,545 Osirium Shares (representing approximately 10.39 per
cent. of the existing issued ordinary share capital of Osirium) as at 29
August 2023, being the Business Day prior to the date of this announcement.
These undertakings will remain binding in the event that a higher competing
offer for Osirium is made.
Bidco has also received irrevocable undertakings from certain Osirium
Shareholders who are close relatives of certain of the Osirium Directors to
vote (or, where applicable, procure voting) in favour of the resolutions
relating to the Scheme and the Acquisition at the Meetings (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer), in respect of, in aggregate, 584,550 Osirium Shares
(representing approximately 0.48 per cent. of the existing issued ordinary
share capital of Osirium) as at 29 August 2023, being the Business Day prior
to the date of this announcement). These undertakings will also remain binding
in the event that a higher competing offer for Osirium is made.
Bidco has also received irrevocable undertakings from certain other Osirium
Shareholders, being Nicholas Slater and Mark and Dorothy Horrocks, to vote
(or, where applicable, procure voting) in favour of the resolutions relating
to the Scheme and the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer), in respect of, in aggregate, 20,504,545 Osirium Shares
(representing approximately 16.73 per cent. of the existing issued ordinary
share capital of Osirium) as at 29 August 2023, being the Business Day prior
to the date of this announcement). These undertakings will also remain binding
in the event that a higher competing offer for Osirium is made.
SailPoint has also received irrevocable undertakings from certain of the
Osirium Convertible Loan Noteholders (or their affiliates), being Octopus AIM
VCT plc, Octopus AIM VCT 2 plc, Unicorn AIM VCT plc and Herald Investment
Trust plc, to vote (or, where applicable, procure voting) in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings (or in
the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer), in respect of, in aggregate, 13,441,922
Osirium Shares (representing approximately 10.97 per cent. of the existing
issued ordinary share capital of Osirium) as at 29 August 2023, being the
Business Day prior to the date of this announcement. These undertakings will
also remain binding in the event that a higher competing offer for Osirium is
made.
Letter of intent and agreement
In addition to the irrevocable undertakings referred to above, SailPoint and
Bidco have received a non-binding letter of intent and agreement from one of
the Osirium Convertible Loan Noteholders, being Hargreave Hale AIM VCT plc, to
instruct the relevant custodian holding legal title to vote in favour of the
resolutions relating to the Scheme and the Acquisition at the Meetings, in
respect of, in aggregate, 608,495 Osirium Shares (representing approximately
0.50 per cent. of the existing issued ordinary share capital of Osirium) as at
29 August 2023, being the Business Day prior to the date of this announcement.
Totals
Bidco and SailPoint have, therefore, together received irrevocable
undertakings in respect of a total of 47,269,562 Osirium Shares (representing
approximately 38.57 per cent. of the existing issued ordinary share capital of
Osirium), as at 29 August 2023, being the Business Day prior to the date of
this announcement.
Further details of these irrevocable undertakings and the letter of intent and
agreement, including the circumstances in which they cease to be binding, are
set out in Appendix 3 to this announcement.
9 Osirium convertible loan notes and Rule 15 Waiver and Redemption Agreements
The Osirium Convertible Loan Noteholders have been contacted regarding the
effect of the Acquisition on their rights in respect of the Osirium
Convertible Loan Notes and have each entered into a Rule 15 Waiver and
Redemption Agreement with Bidco in respect of their Osirium Convertible Loan
Notes.
Rule 15 Waiver and Redemption Agreements
The following Osirium Convertible Loan Noteholders, being all of the Osirium
Convertible Loan Noteholders, have each entered into a Rule 15 Waiver and
Redemption Agreement with Bidco in respect of their Osirium Convertible Loan
Notes:
Name Total Number of Percentage of existing Osirium Convertible Loan Notes
Osirium Convertible Loan Notes
Octopus AIM VCT plc 600,000 22.22%
Octopus AIM VCT 2 plc 400,000 14.81%
Unicorn AIM VCT plc 500,000 18.52%
Herald Investment Trust plc (held by BNY (OSC) Nominees Limited) 400,000 14.81%
Hargreave Hale AIM VCT plc (held by CGWL Nominees Limited) 800,000 29.63%
Total 2,700,000 100%
Pursuant to the Rule 15 Waiver and Redemption Agreements, the Osirium
Convertible Loan Noteholders have, amongst other things, each agreed:
(i) that in order to facilitate acceptance of and agreement to the Notes
Offer, having received Panel consent to provide such waiver, to waive all and
any rights arising to the benefit of the Osirium Convertible Loan Noteholders
under Rule 15 of the Code in connection with the Acquisition and/or the Notes
Offer, and in particular (but not only) to waive all and any rights of the
Osirium Convertible Loan Noteholders to receive an appropriate offer or
proposal in respect of the Osirium Convertible Loan Notes at a price at least
equal to the "see through" value (having the meaning given to it in the Code).
(ii) that Bidco shall procure that Osirium shall exercise its right to
implement the Redemption conditional only upon, as applicable:
(a) the Scheme becoming effective in accordance with its terms;
or
(b) the Offer becoming unconditional for the purposes of the
Code.
(iii) to waive its rights to exercise, including the right to be granted
the opportunity to exercise, its rights to convert the Osirium Convertible
Loan Notes into Osirium Shares pursuant to the Osirium Convertible Note
Instrument;
(iv) not to sell, transfer, redeem, convert, encumber (to the extent
within their power) or otherwise dispose of or exercise any rights in respect
of, whether pursuant to the Osirium Convertible Note Instrument or otherwise,
the Osirium Convertible Loan Notes;
(v) to amend certain provisions of the Osirium Convertible Loan Note
Instrument to facilitate the Redemption; and
(vi) to provide certain warranties in connection with the Redemption.
The Rule 15 Waiver and Redemption Agreements will lapse and cease to have
effect on the earlier of the following occurrences: (I) if any material term
of the Acquisition, including the offer price, the price for the Osirium
Convertible Loan Notes pursuant to the Notes Offer, or such other material
term of the Acquisition is amended in any way which would have an adverse
effect on the Osirium Convertible Loan Noteholder, except for such amendments
as are: (a) agreed between Bidco and the Osirium Convertible Loan Noteholders
in writing; (b) explicitly contemplated by this announcement; or (c) otherwise
required by applicable law or requested by the Panel; (II) if any member of
the SailPoint Group announces under Rule 2.8 of the Code that it does not
intend to make or proceed with the Acquisition; (III) subject to Bidco having
released this announcement: (a) by 6.00 p.m. London time on the Long Stop
Date, provided that the Scheme has not become effective or the Offer has not
become unconditional before such time; (b) if the Scheme is withdrawn or
lapses for the purposes of the Code (save where Bidco has exercised its right
to switch from the Scheme to an Offer prior to such withdrawal or lapse); (IV)
subject to Bidco having released this announcement and having exercised its
right to switch from the Scheme to an Offer: (a) if the offer document has not
been published by 11:59 p.m. on the 28(th) calendar day following the
announcement of such exercise of the right to switch from the Scheme to an
Offer (or such later time or date as agreed between the Osirium Convertible
Loan Noteholders, Bidco and Osirium, with the approval of the Panel if
required); or (b) the Offer lapses for the purposes of the Code; and/or (V) if
any competing offer for the issued and to be issued share capital of Osirium
is made which is declared wholly unconditional (if implemented by way of an
Offer) or otherwise becomes effective (if implemented by way of a Scheme) for
the purposes of the Code.
For the avoidance of doubt, the Rule 15 Waiver and Redemption Agreements will
remain binding in the event that a higher competing offer for Osirium is made.
Bidco and SailPoint have, therefore, together received irrevocable
undertakings in respect of a total of 47,269,562 Osirium Shares (representing
approximately 38.57 per cent. of the existing issued ordinary share capital of
Osirium), and Rule 15 Waiver and Redemption Agreements in respect of waivers
of, and undertakings not to exercise, conversion, redemption or transfer
rights in respect of £2,700,000.00 Osirium Convertible Loan Notes
(representing 100 per cent. of the Osirium Convertible Loan Notes), as at 29
August 2023, being the Business Day prior to the date of this announcement.
10 Financing of the Acquisition
The cash consideration payable by Bidco under the terms of the Acquisition
will be funded from the existing cash resources of the SailPoint Group.
finnCap, in its capacity as financial adviser to Bidco, is satisfied that
sufficient resources are available to Bidco to satisfy in full the cash
consideration payable to Osirium Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
11 Offer‑related arrangements
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and Osirium have, amongst other
things, each agreed to: (i) certain provisions if the Scheme should switch to
an Offer; (ii) cooperate in preparing and implementing appropriate proposals
in relation to the Osirium EMI Plan; and (iii) certain confidentiality
provisions appropriate in the context of the Acquisition.
The Cooperation Agreement will terminate in certain circumstances, including
if the Acquisition is withdrawn, terminated or lapses, if prior to the Long
Stop Date a third party announces a possible or firm intention to make an
offer for Osirium which completes, becomes effective or becomes unconditional,
if prior to the Long Stop Date any Condition has been invoked by Bidco (where
permitted by the Panel), if the Osirium Directors withdraw their
recommendation of the Acquisition or if the Scheme does not become Effective
in accordance with its terms by the Long Stop Date unless otherwise agreed
between Bidco and Osirium.
Pursuant to the terms of the Cooperation Agreement and the requirements of
Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it
will deliver a notice in writing to Osirium and the Panel on the Business Day
prior to the Sanction Hearing confirming either: (i) the satisfaction or
waiver of the Conditions (other than the Scheme Conditions (as defined
therein)); or (ii) to the extent permitted by the Panel, that it intends to
invoke or treat as unsatisfied or incapable of satisfaction one or more
Conditions.
Cost Coverage Agreement
On 15 August 2023, Bidco and Osirium entered into an agreement under which
Bidco has undertaken to pay Osirium all reasonable documented legal and
financial fees, costs and expenses of Osirium's professional advisers
(including Allenby and Blake Morgan) reasonably and properly incurred or paid
in connection with the Acquisition, up to and including the date of the
relevant cost coverage trigger event, up to a maximum amount of £210,000
(inclusive of any VAT payable thereon) in the event that, among other things,
Bidco did not intend to make or proceed with the Acquisition and no new,
revised or replacement Scheme or Offer was announced at the same time.
Such payment would not be payable in the event that, among other things, the
Osirium Board withdraws or adversely modifies or adversely qualifies the terms
of its recommendation, or if a competing proposal is recommended by the
Osirium Board or completes, becomes effective or becomes or is declared
unconditional.
12 Disclosure of interests in Osirium securities
Except for the irrevocable undertakings, letter of intent and agreement and
Rule 15 Waiver and Redemption Agreements referred to in paragraphs 8 and 9
above and Appendix 3, as at 29 August 2023 (being the last practicable date
prior to the date of this announcement) neither Bidco, nor any of its
directors, nor, so far as Bidco is aware, any person treated as acting in
concert (within the meaning of the Takeover Code) with it for the purposes of
the Acquisition (i) had any interest in or right to subscribe for or had
borrowed or lent any Osirium Shares or securities convertible or exchangeable
into Osirium Shares, or (ii) had any short positions in respect of relevant
securities of Osirium (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery, or (iii) has borrowed or lent any
relevant securities of Osirium (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code) save for any borrowed shares which have been either on-lent or
resold, or (iv) is a party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.
13 Directors, management, employees, pensions, research and development and locations
Strategic plans for Osirium
As set out in paragraph 3 above, SailPoint believes that the addition and
integration of Osirium's core capabilities into SailPoint's existing Identity
Security Platform will facilitate the development of Osirium's offering whilst
providing a compelling unified platform for securing privileged and
non-privileged identities to the Combined Group's customers and prospects.
Consistent with acquisitions SailPoint has made in the past, SailPoint plans
to combine and integrate Osirium's business into SailPoint following the
completion of the Acquisition so that it can incorporate Osirium's products
into its Identity Security solutions, and because it believes there is the
potential for Osirium's business to improve its operating margins and generate
economies of scale as part of SailPoint.
SailPoint anticipates using the 90-day period following completion of the
Acquisition to develop a detailed integration plan, including whether there
are any opportunities to reduce duplication of operating and back office
processes. SailPoint will in particular review processes including accounting,
billing, customer renewals, information technology support, procurement, and
handling of accounts payable and accounts receivable with a view to moving
Osirium's operations onto SailPoint's platforms for such processes. SailPoint
would aim to complete such onboarding procedures as soon as reasonably
practicable, and anticipates finalising the onboarding within the first 120
days, following completion of the Acquisition. This planning exercise will aim
to optimise the integration of Osirium's products, customer services and
complementary functions and will also seek to confirm the existence and extent
of any potential overlaps between SailPoint and Osirium.
Further, subject to the findings of this integration planning exercise,
SailPoint will explore rationalising Osirium's use of outsourced resources by
redirecting the relevant functions to internal resources and existing
SailPoint vendors. Similarly, SailPoint will consider a rationalisation of
Osirium's customer base and to establish a strategic approach to renewal and
managed expiry of existing Osirium customer agreements.
SailPoint believes that the integration of targeted complementary functions,
reducing and streamlining the number of outsourced arrangements and
rationalising customer servicing once Osirium is part of the SailPoint Group
could also lead to operating efficiencies and margin improvements.
Employees and management
SailPoint recognises the significant contribution made by Osirium's management
team and employees to Osirium's development to date and attaches importance to
their market understanding and knowledge of Osirium's business, technology,
product offering and stakeholders, especially regarding the research and
development function.
As set out above, following the completion of the Acquisition, SailPoint
intends to complete a detailed review to inform the process for integrating
the Osirium business into the SailPoint Group. As part of this review,
SailPoint intends to discuss with, and further draw upon, Osirium management's
experience to gain a detailed understanding of the Osirium organisation, and
the roles and responsibilities of employees within the business.
SailPoint's preliminary analysis to identify potential synergies across the
SailPoint Group and the Osirium Group indicates that there will be a degree of
duplication within functions including sales and marketing, customer services,
and other general and administrative functions which may no longer be relevant
for Osirium as a part of the SailPoint Group, for example in central functions
(such as finance, IT and human resources) and certain limited roles relating
to Osirium being a publicly listed company. During the 90-day detailed
integration review period following completion of the Acquisition, SailPoint
intends to complete a comprehensive organisational review, engagement and
planning exercise following the Acquisition which will involve a range of
stakeholders, including any affected employees and any appropriate employee
representative bodies. Any internal reorganisation plans undertaken by
SailPoint will take place as part of the integration of Osirium into
SailPoint.
SailPoint's intention is to approach management and employee integration with
the aim of retaining and motivating the best talent to augment its focus on
creating a best-in-class organisation. Based upon the due diligence carried
out to date by SailPoint, the removal of duplicative functions as referred to
above between the two businesses could involve material headcount reductions
in the 12 months following the completion of the Acquisition representing up
to 40 per cent of Osirium's current employees. The reduction in duplication of
the functions described above may therefore result in a change to the balance
of skills and functions of the employees and management of Osirium in those
areas. No such material headcount reductions would proceed without
comprehensive planning or the appropriate conclusion of all applicable
information and consultation procedures with employees and their
representatives. With significant operations and over 2,400 employees across
the SailPoint Group internationally, SailPoint perpetually recruits for the
best talent across its operational footprint. SailPoint intends to encourage
affected Osirium employees to apply for available applicable alternative job
roles within the SailPoint Group. In respect of affected Osirium employees,
such alternative job roles are most likely to be located in the UK. Any
affected employees will be treated in a manner consistent with SailPoint's
high standards, culture and practices.
Upon and following completion of the Acquisition, SailPoint intends to align
the conditions of employment of Osirium's management and employees with
SailPoint's employment policies, and confirms that it intends to fully
safeguard the existing contractual and statutory employment rights of all of
Osirium's management and employees.
It is intended that, with effect from the Effective Date, each of Osirium's
two non-executive directors will resign from their office as a director of
Osirium.
Management incentive arrangements
Following the Acquisition becoming Effective, Bidco intends to review the
management, governance and incentive structure of Osirium. Bidco has not
entered into, and has not had discussions on proposals to enter into, any form
of incentivisation arrangements with any members of Osirium's management, but
may have discussions and enter into such discussions for certain members of
the Osirium management team following the Effective Date.
Pension schemes
Osirium does not operate or contribute to any defined benefit pension schemes
in respect of its employees. It does, however, operate a defined contribution
pension scheme. SailPoint intends to fully safeguard the existing contractual
and statutory employment rights, including in relation to pensions, of all
Osirium management and employees and to comply with all applicable law in
connection with the provision of retirement benefits.
Headquarters, locations, fixed assets and research and development
Consistent with SailPoint's plan to integrate Osirium's business into
SailPoint following the completion of the Acquisition, SailPoint intends to
consolidate Osirium's operating location, being its headquarters, into the
existing SailPoint global footprint by way of non-renewal of lease upon expiry
or lease exit. Alongside virtual working practices, SailPoint expects that all
of the retained Osirium employees, taking into account the headcount
reductions described above, and other Osirium functions will be migrated as
soon as possible following completion of the Acquisition, to SailPoint's
existing UK office space, in Woking, England. To the extent possible,
SailPoint intends to seek to consolidate the UK location within 12 months.
SailPoint recognises the value of Osirium's intellectual property and its
utility to the operations of the wider SailPoint Group. Accordingly, SailPoint
intends to undertake a reorganisation to transfer Osirium's intellectual
property (in particular, patents and software) to the SailPoint Group's key
operating company in the US and align the holding of intellectual property
with SailPoint's central operations. Any Osirium intellectual property
required for the performance of customer agreements in the UK would be
licensed to the relevant SailPoint Group entity.
Such reorganisation would ultimately seek to merge the Osirium business with
the operations of Bidco and would therefore be supported as appropriate by the
transfer of all of the retained Osirium employees, taking into account the
headcount reductions described above, to Bidco as soon as possible following
completion of the Acquisition and rationalisation of the Osirium corporate
structure. In respect of the customer contracts, SailPoint is considering
streamlining the customer base of the Combined Group either by way of entering
into new contracts with customers or by allowing expiry or non-renewal of
existing contracts.
SailPoint values the investment that Osirium has made in its technology and
the infrastructure and expertise within Osirium to maintain and develop its
product offering. In particular, SailPoint intends to maintain the current
Osirium research and development function, the structure of which SailPoint
will seek to understand better during the post-completion 90-day review period
in order to evaluate avenues for integrating, and improving the performance
of, the function within the SailPoint Group. SailPoint does not anticipate any
headcount reduction within the research and development function of Osirium as
part of this integration process.
Trading Facilities
The Osirium Shares are currently traded on AIM and, as set out in paragraph 16
below, a request will be made to the London Stock Exchange to cancel the
admission to trading on AIM of the Osirium Shares, to take effect from or
shortly after the Effective Date. As stated in paragraph 16, dealings in
Osirium Shares will be suspended prior to the Effective Date and thereafter
there will be no trading facilities in relation to Osirium Shares.
None of the statements in this paragraph 13 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
14 Osirium EMI Plan
Participants in the Osirium EMI Plan will be contacted regarding the effect of
the Acquisition on their options under the Osirium EMI Plan and an appropriate
proposal will be made to such participants which reflects their options under
the Osirium EMI Plan in due course. This will include the opportunity for
participants to elect to receive a cash payment as an alternative to
exercising their options, such cash payment being equal to: (i) the gain they
would receive if they were to exercise their options and sell the resulting
Osirium Shares; plus (ii) an amount to reflect any additional tax participants
would be liable to pay as a result of choosing to receive the cash alternative
payment. Details of the impact of the Scheme on the Osirium EMI Plan and the
proposals will be set out in the Scheme Document.
15 Scheme process
The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date (or such later date as the Bidco and Osirium may, with the
consent of the Panel, agree and, if required, the Court may approve):
· a resolution to approve the Scheme is passed by a majority in number
of Osirium Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing 75 per cent. or more in
value of each class of the Scheme Shares held by those Osirium Shareholders;
· the resolution(s) necessary to implement the Scheme and the
Acquisition is/are passed by the requisite majority of Osirium Shareholders at
the General Meeting;
· following the Court Meeting and General Meeting and satisfaction
and/or waiver (where applicable) of the other Conditions, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by the Bidco and Osirium); and
· following such sanction, an office copy of the Scheme Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Takeover Code) if:
· the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of the Court Meeting and the General Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and Osirium);
· the Sanction Hearing to approve the Scheme is not held by the 22nd
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Bidco and Osirium); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date (or such later date as Bidco and Osirium may, with the consent of the
Panel, agree and (if required) the Court may allow).
If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement
is not capable of being satisfied by the date specified therein, Bidco shall
make an announcement through a Regulatory Information Service as soon as
practicable and, in any event, by not later than 8.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
Osirium, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from Osirium Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of a copy of the Court Order to the Registrar of Companies. Subject
to the satisfaction of the Conditions, the Scheme is expected to become
Effective during the last quarter of 2023.
Upon the Scheme becoming Effective: (i) it will be binding on all Osirium
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of
Osirium Shares will cease to be valid and entitlements to Osirium Shares held
within the CREST system will be cancelled. In accordance with the applicable
provisions of the Takeover Code, the consideration for the transfer of the
Scheme Shares to Bidco will be despatched no later than 14 days after the
Effective Date.
Any Osirium Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The resolution(s) to be proposed at the General Meeting
will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Osirium Shares issued after the Scheme
Record Time (including in satisfaction of an option exercised under the
Osirium EMI Plan, and other than to Bidco and/or their nominees) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Bidco and their nominees) holding
shares in the capital of Osirium after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document and the Forms of
Proxy accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this announcement (or such
later date as the Bidco and Osirium may, with the consent of the Panel, agree
and, if required, the Court may approve).
16 Delisting, and cancellation of trading and re‑registration
It is intended that dealings in Osirium Shares should be suspended shortly
prior to the Effective Date, at a time to be set out in the Scheme Document.
It is intended that the London Stock Exchange will be requested to cancel the
admission to trading of Osirium Shares on AIM on or shortly after the
Effective Date. In addition, entitlements held within the CREST system to the
Osirium Shares are expected to be cancelled on the first Business Day
following the Effective Date.
It is intended that Osirium will be re-registered as a private limited company
as part of the Scheme and for this to take effect as soon as practicable on or
following the Effective Date.
17 Documents
Copies of the following documents will be available promptly on Osirium's
website, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.osirium.com (http://www.ibis.com) and in any
event by no later than noon on the Business Day following this announcement:
· this announcement;
· the Cooperation Agreement;
· the Cost Coverage Agreement;
· the Rule 15 Waiver and Redemption Agreements;
· the irrevocable undertakings and the letter of intent and agreement
referred to in paragraph 8 above and summarised in Appendix 3 to this
announcement; and
· the consents from financial advisers to being named in this
announcement.
Neither the content of the website referred to in this announcement, nor any
website accessible from hyperlinks set out in this announcement, is
incorporated into or forms part of this announcement.
18 General
Bidco reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the acquisition of the
Osirium Shares by way of an Offer as an alternative to the Scheme. In such
event, the Offer will be implemented on substantially the same terms, so far
as is applicable, as those which would apply to the Scheme.
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: (i) make a request to the London Stock Exchange to
cancel the admission to trading of Osirium Shares on AIM; and (ii) 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 the Scheme or any Offer, including pursuant to privately negotiated
purchases.
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and to be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of undertakings received by Bidco are set
out in Appendix 3. Certain definitions and terms used in this announcement
are set out in Appendix 4. The formal Scheme Document will be sent to Osirium
Shareholders within 28 days of this announcement (or on such later date as may
be agreed with Osirium and the Panel).
finnCap (as financial adviser to Bidco) and Allenby (as financial adviser to
Osirium) have each given and not withdrawn their consent to the publication of
this announcement with the inclusion herein of the references to their names
in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries
SailPoint and Bidco
c/o finnCap
finnCap (Financial Adviser to SailPoint and Bidco) +44 20 7220 0500
Henrik Persson
Fergus Sullivan
Osirium
c/o Allenby
Allenby (Nominated Adviser, Financial Adviser and Corporate Broker to Osirium) +44 20 3328 5656
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.
Further information
finnCap Ltd ("finnCap"), 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 finnCap or for providing advice in
connection with any matter referred to in this announcement. Neither finnCap
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 finnCap in connection with
this announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by finnCap 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, finnCap 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.
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.ibis.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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Osirium confirms that, as
at 29 August 2023, it had in issue 122,548,681 ordinary shares of 1 pence
each. The ISIN for the shares is GB00BZ58DH10.
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.
Appendix 1
Conditions and Further Terms of the Transaction
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
2.1 (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shares held by Osirium Shareholders
who are on the register of members of Osirium (or the relevant class or
classes thereof) at the Voting Record Time, present and voting, whether in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and (ii) such Court
Meeting being held on or before the 22nd day after the expected date of the
Court Meeting to be set out in the Scheme Document in due course (or such
later date as may be agreed between Bidco and Osirium with the consent of the
Panel (and that the Court may approve if required));
2.2 (i) the Resolutions being duly passed at the General Meeting
(or any adjournment thereof) and (ii) such General Meeting being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date as may be agreed
between Bidco and Osirium with the consent of the Panel (and that the Court
may approve if required)); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Bidco and
Osirium)) and the delivery of a copy of the Court Order to the Registrar of
Companies; and (ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed between Bidco and
Osirium with the consent of the Panel (and that the Court may approve)).
General Conditions
3. In addition, subject as stated in Part B of this
Appendix 1, Bidco and Osirium have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
Third Party clearances
3.1 no central bank, government or governmental,
quasi‑governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever in any jurisdiction (each a "Third Party")
having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding any statute,
regulation, decision or order which would or might:
3.1.1 make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Osirium Group by any member of the
Wider Bidco Group void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit,
or restrain, restrict, impede, challenge, delay or otherwise interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or the acquisition of any shares or other
securities in, or control or management of, any member of the Wider Osirium
Group by any member of the Wider Bidco Group or require amendment of the
Scheme;
3.1.2 require, prevent or materially delay the divestiture or alter
the terms envisaged for such divestiture by any member of the Wider Bidco
Group or by any member of the Wider Osirium Group of all or any part of their
businesses, assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part thereof) to
an extent which is material in the context of the Wider Osirium Group taken as
a whole or in the context of the Acquisition;
3.1.3 impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Osirium (or any member
of the Wider Osirium Group) or on the ability of any member of the Wider
Osirium Group or any member of the Wider Bidco Group directly or indirectly to
hold or exercise effectively any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise management control
over, any member of the Wider Osirium Group to an extent which is material in
the context of the Wider Osirium Group taken as a whole or in the context of
the Acquisition;
3.1.4 other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Bidco Group or the Wider Osirium Group to acquire or offer to acquire
any shares, other securities (or the equivalent) or interest in any member of
the Wider Osirium Group or any asset owned by any third party which is
material in the context of the Wider Osirium Group or the Wider Bidco Group,
in either case taken as a whole;
3.1.5 require, prevent or delay a divestiture by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider Osirium Group;
3.1.6 result in any member of the Wider Osirium Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Osirium
Group taken as a whole or in the context of the Acquisition;
3.1.7 impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Osirium Group to conduct,
integrate or co‑ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Bidco Group
and/or the Wider Osirium Group in a manner which is adverse and material to
the Wider Bidco Group and/or the Wider Osirium Group, in either case, taken as
a whole or in the context of the Acquisition; or
3.1.8 except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Osirium Group or any member of the Wider Bidco Group in each case in a
manner which is adverse to and material in the context of the Wider Osirium
Group taken as a whole or of the financing of the Acquisition;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Osirium Shares or
otherwise intervene having expired, lapsed, or been terminated;
3.2 all notifications, filings or applications which are deemed by
Bidco to be necessary or reasonably considered to be appropriate in any
relevant jurisdiction having been made in connection with the Acquisition and
all necessary waiting and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
and regulatory obligations in any jurisdiction having been complied with and
all Authorisations which are deemed by Bidco to be necessary or reasonably
considered to be appropriate in any jurisdiction for or in respect of the
Acquisition or the proposed acquisition of any shares or other securities in,
or control of, Osirium by any member of the Wider Bidco Group having been
obtained on terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the Wider Osirium
Group or the Wider Bidco Group has entered into contractual arrangements in
each case where the direct consequence of a failure to make such notification
or filing or to wait for the expiry, lapse or termination of any such waiting
or other time period or to comply with such obligation or obtain such
Authorisation would be unlawful in any relevant jurisdiction or have a
material adverse effect on the Wider Osirium Group, any member of the Wider
Bidco Group or the ability of Bidco to implement the Scheme and all such
Authorisations remaining in full force and effect at the time at which the
Scheme becomes otherwise unconditional in all respects and there being no
notice or intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;
3.3 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order issued and
being in effect by a court or other Third Party which has the effect of making
the Acquisition or any acquisition or proposed acquisition of any shares or
other securities or control or management of, any member of the Wider Osirium
Group by any member of the Wider Bidco Group, or the implementation of either
of them, void, voidable, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, delaying or otherwise interfering with
the completion or the approval of the Acquisition or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Osirium Group by any member of the
Wider Bidco Group;
Confirmation of absence of adverse circumstances
3.4 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Osirium Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider Bidco Group
of any shares or other securities in Osirium or because of a change in the
control or management of any member of the Wider Osirium Group or otherwise,
would or might reasonably be expected to result in, in each case to an extent
which is material in the context of the Wider Osirium Group taken as a whole
or of the financing of the Acquisition:
3.4.1 any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider Osirium
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
3.4.2 the rights, liabilities, obligations, interests or business of
any member of the Wider Osirium Group or any member of the Wider Bidco Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Osirium Group or any
member of the Wider Bidco Group in or with any other firm or company or body
or person (or any agreement or arrangement relating to any such business or
interests) being or likely to become terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder;
3.4.3 any member of the Wider Osirium Group ceasing to be able to
carry on business under any name under which it presently carries on business
to an extent which is material in the context of the Osirium Group taken as a
whole or in the context of the Acquisition;
3.4.4 any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Osirium Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Osirium Group otherwise than in the
ordinary course of business;
3.4.5 other than in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Osirium Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen), becoming enforceable;
3.4.6 the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Osirium Group being prejudiced or adversely affected; or
3.4.7 the creation or acceleration of any material liability (actual
or contingent) by any member of the Wider Osirium Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or
3.4.8 any liability of any member of the Wider Osirium Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business;
No material transactions, claims or changes in the conduct of the business of
the Osirium Group
3.5 except as Disclosed, no member of the Wider Osirium Group
having since 31 December 2022:
3.5.1 save as between Osirium and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries and save for the issue or transfer
out of treasury of Osirium Shares on the exercise of options granted in the
ordinary course under the Osirium EMI Plan, issued or agreed to issue or
authorised or proposed or announced its intention to authorise or propose the
issue of additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of Osirium Shares out of treasury;
3.5.2 recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to Osirium or one of its
wholly‑owned subsidiaries;
3.5.3 save as between Osirium and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so, in each case to an extent which is material in the context
of the Wider Osirium Group taken as a whole;
3.5.4 save as between Osirium and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital other than in
the ordinary course of business and to an extent which is material in the
context of the Wider Osirium Group taken as a whole;
3.5.5 issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
Osirium and its wholly‑owned subsidiaries or between such wholly‑owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Wider Osirium Group taken as a whole or in the context of the Acquisition;
3.5.6 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long-term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is or is likely to be materially restrictive on the business of any member of
the Wider Osirium Group to an extent which is or is reasonably likely to be
material to the Wider Osirium Group taken as a whole;
3.5.7 entered into any licence or other disposal of intellectual
property rights of any member of the Wider Osirium Group which are material in
the context of the Wider Osirium Group and outside the normal course of
business;
3.5.8 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider Osirium Group save for salary
increases, bonuses or variations of terms in the ordinary course;
3.5.9 proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider Osirium Group which,
taken as a whole, are material in the context of the Wider Osirium Group taken
as a whole;
3.5.10 (i) (excluding the trustee of any pension scheme(s) established
by a member of the Wider Osirium Group other than Osirium itself) made, agreed
or consented to or procured any material change to: (a) the terms of any
existing trust deeds, rules, policy or other governing documents, or entered
into or established any new trust deeds, rules, policy or other governing
documents, constituting any pension scheme or other retirement or death
benefit arrangement established for the directors, former directors, employees
or former employees of any entity in the Wider Osirium Group or their
dependants and established by a member of the Wider Osirium Group (a "Relevant
Pension Plan"); (b) the basis on which benefits accrue, pensions which are
payable or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant
Pension Plan are funded or valued; (e) the basis or rate of employer
contribution to a Relevant Pension Plan, in each case to the extent which is
material in the context of the Wider Osirium Group taken as a whole or in the
context of the Acquisition and other than as required in accordance with
applicable law; or (ii) enter into or propose to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan; or (iii) carried
out any act: (a) which would or could reasonably be expected to lead to the
commencement of the winding up of any Relevant Pension Plan; (b) which would
or is reasonably likely to create a material debt owed by an employer to any
Relevant Pension Plan; (c) which would or might accelerate any obligation on
any employer to fund or pay additional contributions to any Relevant Pension
Plan; or (d) which would, having regard to the published guidance of the
Pensions Regulator give rise directly or indirectly to a liability in respect
of a Relevant Pension Plan arising out of the operation of sections 38 and 38A
of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case
to the extent which is material in the context of the Wider Osirium Group
taken as a whole or in the context of the Acquisition and other than as
required in accordance with applicable law;
3.5.11 changed the trustee or trustee directors or other fiduciary of
any Relevant Pension Plan;
3.5.12 entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business which is material in the context of the Wider Osirium Group taken as
a whole or in the context of the Acquisition;
3.5.13 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph 3.5.1 above,
made any other change to any part of its share capital to an extent which
(other than in the case of Osirium) is material in the context of the Wider
Osirium Group taken as a whole;
3.5.14 other than with respect to claims between Osirium and its wholly
owned subsidiaries (or between such subsidiaries), waived, compromised or
settled any claim otherwise than in the ordinary course of business which is
material in the context of the Wider Osirium Group taken as a whole or in the
context of the Acquisition;
3.5.15 made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
3.5.16 (other than in respect of a member of the Wider Osirium Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed which is material in the context of the Wider Osirium Group taken as
a whole or in the context of the Acquisition;
3.5.17 been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Osirium Group taken as
a whole or in the context of the Acquisition;
3.5.18 entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition;
3.5.19 terminated or varied the terms of any agreement or arrangement
between any member of the Wider Osirium Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Osirium Group taken as a whole; or
3.5.20 taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Osirium
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
No material adverse change
3.6 since 31 December 2022, and except as Disclosed, there having
been:
3.6.1 no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Osirium Group to an extent
which is material to the Wider Osirium Group taken as a whole;
3.6.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider Osirium Group having been threatened,
announced or instituted by or against or remaining outstanding against any
member of the Wider Osirium Group or to which any member of the Wider Osirium
Group is or may become a party (whether as claimant or defendant or otherwise)
which, in any such case, might be expected to have a material adverse effect
on the Wider Osirium Group taken as a whole, and no enquiry, review,
investigation or enforcement proceedings by, or complaint or reference to, any
Third Party against or in respect of any member of the Wider Osirium Group
having been threatened, announced or instituted by or against, or remaining
outstanding in respect of, any member of the Wider Osirium Group which, in any
such case, might be expected to have a material adverse effect on the Wider
Osirium Group taken as a whole;
3.6.3 no contingent or other liability having arisen, increased or
become apparent which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Osirium Group to an extent which is
material to the Wider Osirium Group taken as a whole;
3.6.4 no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Osirium Group, which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which is
material and reasonably likely to have a material adverse effect on the Wider
Osirium Group taken as a whole; and
3.6.5 no member of the Wider Osirium Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Osirium Group taken as a
whole;
3.7 since 31 December 2022, except as Disclosed, Bidco not having
discovered:
3.7.1 that any financial, business or other information concerning
the Wider Osirium Group publicly announced or disclosed to any member of the
Wider Bidco Group at any time after 31 December 2022 prior to the date of this
announcement by or on behalf of any member of the Wider Osirium Group or to
any of their advisers is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which is, in any case, material in the context of the Wider Osirium Group
taken as a whole or in the context of the Acquisition;
3.7.2 that any member of the Wider Osirium Group is subject to any
liability, contingent or otherwise and which is material in the context of the
Wider Osirium Group taken as a whole; or
3.7.3 any information which affects the import of any information
disclosed to Bidco at any time prior to the date of this announcement by or on
behalf of any member of the Wider Osirium Group which is material in the
context of the Wider Osirium Group taken as a whole;
Environmental liabilities
3.8 except as Disclosed, Bidco not having discovered that, in
relation to any release, emission, accumulation, discharge, disposal or other
similar circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco‑systems, no past or present member
of the Wider Osirium Group, in a manner or to an extent which is material in
the context of the Wider Osirium Group, (i) having committed any violation of
any applicable laws, statutes, regulations, Authorisations, notices or other
requirements of any Third Party giving rise to a material liability; and/or
(ii) having incurred any material liability (whether actual or contingent) to
any Third Party; and/or (iii) being likely to incur any material liability
(whether actual or contingent), or being required, to make good, remediate,
repair, re‑instate or clean up the environment (including any property) in
each case of (i), (ii) or (iii) which such liability or requirement would be
material to the Wider Osirium Group taken as a whole;
Intellectual Property
3.9 no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member of the Wider
Osirium Group which would be reasonably likely to have a material adverse
effect on the Wider Osirium Group taken as a whole or is otherwise material in
the context of the Acquisition, including:
3.9.1 any member of the Wider Osirium Group losing its title to any
intellectual property material to its business, or any intellectual property
owned by the Wider Osirium Group and material to its business being revoked,
cancelled or declared invalid;
3.9.2 any claim being asserted in writing or threatened in writing
by any person challenging the ownership of any member of the Wider Osirium
Group to, or the validity or effectiveness of, any of its intellectual
property; or
3.9.3 any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Osirium Group being terminated or
varied;
Anti‑corruption and sanctions
3.10 except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider Osirium Group taken as a
whole):
3.10.1 any past or present member of the Wider Osirium Group or any
person that performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or conduct (or
omitted to take any action) in contravention of the UK Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 (so far as is applicable), as
amended or any other applicable anti‑corruption legislation;
3.10.2 any member of the Wider Osirium Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
(each as amended);
3.10.3 any past or present member of the Wider Osirium Group has engaged
in any activity or business with, or made any investments in, or made any
payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction (so far as is applicable); or
3.10.4 a member of the Osirium Group has engaged in a transaction which
would cause the Wider Bidco Group to be in breach of any law or regulation on
completion of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM Treasury &
Customs or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the European Union
or any of its member states.
No criminal property
3.11 except as Disclosed, Bidco not having discovered that any asset
of any member of the Wider Osirium Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i),
2.2(i) and 2.3(i) which cannot be waived. If any of Conditions 2.1(ii),
2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with Osirium to
extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4, Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to Bidco in
the context of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
4. Condition 1 (subject to Rule 12 of the Code), Conditions
2.1(i), 2.2(i) and 2.3(i) in Part A of Appendix 1 above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means of an
Offer, are not subject to Rule 13.5(a) of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Bidco.
6. If the Panel requires Bidco to make an offer or offers for
Osirium Shares under the provisions of Rule 9 of the Takeover Code, Bidco may
make such alterations to the Conditions as are necessary to comply with the
provisions of that Rule.
7. Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme, subject to the
Panel's consent and (while the Cooperation Agreement is continuing) to the
terms of the Cooperation Agreement. In such event, such Offer will be
implemented on the same terms and conditions so far as is applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
(without limitation and for so long as the Cooperation Agreement is continuing
and the Offer arises as a result of an Agreed Switch (as defined therein)) an
acceptance condition set at 75 per cent. of the Osirium Shares (or such other
percentage as Bidco and Osirium may agree in accordance with the terms of the
Cooperation Agreement, and, where applicable with the consent of the Panel,
being in any case more than 50 per cent. of the Osirium Shares)).
8. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the
provisions of the AIM Rules, the provisions of the Takeover Code and the
applicable requirements of the Panel and the London Stock Exchange.
9. Osirium Shares will be acquired by Bidco fully paid and
free from all liens, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them as at the
Effective Date, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the Acquisition becomes
Effective.
10. If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution and/or other return of capital or
value is announced, declared, made or paid in respect of the Osirium Shares,
Bidco reserves the right to reduce the consideration payable under the terms
of the Acquisition for the Osirium Shares by the aggregate amount of all or
part of any such dividend, distribution and/or other return of capital or
value, in which case any reference in this announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. In such circumstances, Osirium Shareholders
would be entitled to retain any such dividend, distribution and/or return of
capital or value. Any exercise by Bidco of its rights referred to in this
paragraph 10 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
Acquisition.
11. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by English law and be subject to
the jurisdiction of the Court, to the Conditions set out above and full terms
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the AIM Rules.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of
132,352,575 Osirium Shares is based on:
1.1 122,548,681 Osirium Shares in issue as at 29 August 2023
(being the latest practicable date before this announcement); plus
1.2 9,803,894 Osirium Shares which may be issued on or after the
date of this announcement pursuant to the Osirium EMI Plan as at 29 August
2023 (being the latest practicable date before this announcement).
2. A value of approximately £3.11 million for the entire
issued and to be issued share capital of Osirium is based on:
2.1 an offer price of 2.35 pence per Osirium Share; and
2.2 Osirium's fully diluted issued ordinary share capital of
132,352,575 Osirium Shares, as set out in paragraph 1 above.
3. The implied enterprise value for Osirium of approximately
£6.56 million is calculated by reference to the valuation of the Acquisition
referenced in paragraph 2 above, plus the amount payable in respect of Bidco
procuring Osirium's redemption of the Osirium Convertible Loan Notes, being
£2,700,000.00 in respect of principal and £748,417.79 in respect of accrued
interest as at 30 June 2023.
4. Unless otherwise stated, the financial information of
Osirium is extracted (without material adjustment) from the annual report and
audited accounts of the Osirium Group for the 12 months ended 31 December
2022.
5. The volume-weighted average prices have been derived from
FactSet data and have been rounded to two decimal places.
6. The average volumes have been derived from FactSet data and
have been rounded to the nearest whole number.
7. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings and Letter of intent and agreement
1. Osirium Directors
The following Osirium Directors have given irrevocable undertakings to vote
(or procure the voting) in favour of the Resolutions (including the Scheme) at
the Meetings (or in the event that the Acquisition is implemented by way of an
Offer, to accept, or procure the acceptance of, the Offer) in respect of their
own beneficial holdings (or those Osirium Shares over which they have control)
of Osirium Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Osirium Shares eligible to vote at Court Meeting
Osirium Shares
David Ashley Guyatt 9,705,464 7.92% 7.92%
Simon Hember 103,571 0.08% 0.08%
Rupert Hutton (held by Redmayne (Nominees) Limited A/C: GENUN) 376,904 0.31% 0.31%
Simon Lee 1,656,083 1.35% 1.35%
Stuart McGregor (held by Winterflood Client Nominees Limited A/C: FIDGROSS) 896,523 0.73% 0.73%
Total 12,738,545 10.39% 10.39%
These irrevocable undertakings also extend to any Osirium Shares acquired by
the Osirium Directors, whether as a result of the exercise of options under
the Osirium EMI Plan or otherwise.
The irrevocable undertakings referred to in this paragraph 1 cease to be
binding on the earlier of the following occurrences: (i) the Scheme Document
is not sent to Osirium Shareholders within 28 days (or such later period as
the Panel may agree) after the date of this announcement; (ii) Bidco
announces, with the consent of 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 at the same time; (iii) the Scheme lapses or is withdrawn
in accordance with its terms and Bidco publicly confirms that it does not
intend to proceed with the Acquisition or to implement the Acquisition by way
of an Offer or otherwise; (iv) the Scheme has not become Effective by 11.59
p.m. on the Long Stop Date (or such other time and date as agreed between
Bidco and Osirium, with the approval of the Court and/or the Panel, if
required (other than in circumstances where Bidco has, prior to such date,
elected to exercise its right to proceed by way of an Offer and announced the
same in accordance with the requirements of Paragraph 8 of Appendix 7 to the
Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the
date on which any competing offer for the entire issued, and to be issued,
share capital of Osirium is declared wholly unconditional or, if proceeding by
way of a scheme of arrangement, becomes Effective.
2. Close relatives of certain Osirium Directors
The following Osirium Shareholders, being close relatives of certain Osirium
Directors, have given irrevocable undertakings to vote (or procure the voting)
in favour of the Resolutions (including the Scheme) at the Meetings (or in the
event that the Acquisition is implemented by way of an Offer, to accept, or
procure the acceptance of, the Offer) in respect of their own beneficial
holdings (or those Osirium Shares over which they have control) of Osirium
Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Osirium Shares eligible to vote at Court Meeting
Osirium Shares
Emma Hutton (held by Redmayne (Nominees) Limited A/C: GENUN) 376,905 0.31% 0.31%
Catherine Jamieson 207,645 0.17% 0.17%
Total 584,550 0.48% 0.48%
These irrevocable undertakings also extend to any Osirium Shares acquired by
such Osirium Shareholders, whether as a result of the exercise of options
under the Osirium EMI Plan or otherwise.
The irrevocable undertakings referred to in this paragraph 2 cease to be
binding on the earlier of the following occurrences: (i) the Scheme Document
is not sent to Osirium Shareholders within 28 days (or such later period as
the Panel may agree) after the date of this announcement; (ii) Bidco
announces, with the consent of 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 at the same time; (iii) the Scheme lapses or is withdrawn
in accordance with its terms and Bidco publicly confirms that it does not
intend to proceed with the Acquisition or to implement the Acquisition by way
of an Offer or otherwise; (iv) the Scheme has not become Effective by 11.59
p.m. on the Long Stop Date (or such other time and date as agreed between
Bidco and Osirium, with the approval of the Court and/or the Panel, if
required (other than in circumstances where Bidco has, prior to such date,
elected to exercise its right to proceed by way of an Offer and announced the
same in accordance with the requirements of Paragraph 8 of Appendix 7 to the
Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the
date on which any competing offer for the entire issued, and to be issued,
share capital of Osirium is declared wholly unconditional or, if proceeding by
way of a scheme of arrangement, becomes Effective.
3. Osirium Shareholders
The following Osirium Shareholders have given irrevocable undertakings to vote
(or procure the voting) in favour of the Resolutions (including the Scheme) at
the Meetings (or in the event that the Acquisition is implemented by way of an
Offer, to accept, or procure the acceptance of, the Offer) in respect of their
own beneficial holdings (or those Osirium Shares over which they have control)
of Osirium Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Osirium Shares eligible to vote at Court Meeting
Osirium Shares
Mark Horrocks (held by Seguro Nominees Limited A/C: ICCORE) 3,363,635 2.74% 2.74%
Dorothy Horrocks (held by Seguro Nominees Limited A/C: ICCORE) 3,590,910 2.93% 2.93%
Nicholas Slater (held by Redmayne (Nominees) Limited A/C: GENUN) 13,550,000 11.06% 11.06%
Total 20,504,545 16.73% 16.73%
These irrevocable undertakings also extend to any Osirium Shares acquired by
such Osirium Shareholders.
The irrevocable undertakings referred to in this paragraph 3 cease to be
binding if the Scheme has not become Effective, or the Offer has not become
unconditional (as applicable), by 11.59 p.m. on the Long Stop Date (or such
later time or date as agreed between Bidco and Osirium, with the approval of
the Court and/or the Panel, if required).
4. Osirium Convertible Loan Noteholders
The following Osirium Convertible Loan Noteholders have given irrevocable
undertakings to vote (or procure the voting) in favour of the Resolutions
(including the Scheme) at the Meetings (or in the event that the Acquisition
is implemented by way of an Offer, to accept, or procure the acceptance of,
the Offer) in respect of their own beneficial holdings (or those Osirium
Shares over which they have control) of Osirium Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Osirium Shares eligible to vote at Court Meeting
Osirium Shares
Octopus AIM VCT plc 928,529 0.76% 0.76%
Octopus AIM VCT 2 plc 619,021 0.51% 0.51%
Unicorn AIM VCT plc (held by BNY Mellon as Nominee) 1,387,293 1.13% 1.13%
Herald Investment Trust plc (held by BNY (OSC) Nominees Limited as Custodian) 10,507,079 8.57% 8.57%
Total 13,441,922 10.97% 10.97%
The irrevocable undertakings referred to in this paragraph 4 cease to be
binding on the earlier of the following occurrences: (i) the SailPoint Group
announcing under Rule 2.8 of the Takeover Code that it does not intend to make
or proceed with the Acquisition; (ii) upon the Scheme becoming effective or
the Offer becoming unconditional for the purposes of the Takeover Code; (iii)
subject to Bidco having released this announcement: (a) by 6.00 p.m. London
time on the Long Stop Date provided that the Scheme has not become effective
or the Offer has not become unconditional before such time; or (b) if 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 an Offer
prior to such withdrawal or lapse); or (iv) subject to Bidco having released
this announcement and Bidco having exercised its right to switch from the
Scheme to an Offer: (a) if the offer document has not been published by 11:59
p.m. on the 28th calendar day following the announcement of such exercise of
such right to switch (or such later time or date as agreed between the
relevant Osirium Convertible Loan Noteholder, Bidco and Osirium, with the
approval of the Panel if required); or (b) the Offer lapses for the purposes
of the Takeover Code.
5. Letter of intent and agreement
The following Osirium Convertible Loan Noteholder, which together with each of
the Osirium Convertible Loan Noteholders described above represent all of the
Osirium Convertible Loan Noteholders, has given a non-binding letter of intent
and agreement to instruct the relevant custodian holding legal title to vote
in favour of the resolutions relating to the Scheme and the Acquisition at the
Meetings in respect of their own beneficial holdings (or those Osirium Shares
over which they have control) of Osirium Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Osirium Shares eligible to vote at Court Meeting
Osirium Shares
Hargreave Hale AIM VCT plc (held by CGWL Nominees Limited) 608,495 0.50% 0.50%
Total 608,495 0.50% 0.50%
The letter of intent and agreement referred to in this paragraph 5 will lapse
and cease to have effect on the earlier of the following occurrences: (i) if
any material term of the Acquisition, including the offer price, the price for
the Osirium Convertible Loan Notes pursuant to the Notes Offer, or such other
material term of the Acquisition, is amended in any way which would have an
adverse effect on the Osirium Convertible Loan Noteholder, except for such
amendments as are: (a) agreed with the relevant Osirium Convertible Loan
Noteholders in writing; (b) explicitly contemplated by this announcement; or
(c) otherwise required by applicable law or requested by the Panel; (ii) if
Bidco announces under Rule 2.8 of the Takeover Code that it does not intend to
make or proceed with the Acquisition; (iii) subject to Bidco having released
this announcement, if the Scheme is withdrawn or lapses, or the Offer lapses,
for the purposes of the Code or at 6.00 p.m. London time on the Long Stop Date
provided that the Scheme has not become effective or the Offer has not become
unconditional before such time; and (iv) if any competing offer for the
Osirium Shares is made which is declared wholly unconditional (if implemented
by way of an Offer) or otherwise becomes effective (if implemented by way of a
Scheme) for the purposes of the Takeover Code.
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"2006 Act" the Companies Act 2006, as amended from time to time
"2022 Osirium Annual Report" the annual report and audited accounts of the Osirium Group for the year ended
31 December 2022
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be issued,
share capital of Osirium by means of the Scheme, or should Bidco so elect, by
means of an Offer
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as amended
from time to time)
"Allenby" Allenby Capital Limited
"Articles" the articles of association of Osirium from time to time
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations)
"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents,
licences, clearances, certificates, permissions or approvals, in each case of
a Third Party
"Bidco" SailPoint Technologies UK Ltd
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London are open for normal business
"certificated" or "certificated form" in relation to a share or other security, a share or other security title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"Closing Price" the closing middle market price of a Osirium Share as derived from the AIM
Appendix to the Daily Official List on any particular date
"Combined Group" the SailPoint Group together with, following the Effective Date, the Osirium
Group
"Condition" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between Bidco and Osirium
"Cost Coverage Agreement" the cost coverage agreement dated 15 August 2023 between Bidco and Osirium
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Osirium Shareholders to be convened at the direction of the
Court pursuant to Part 26 of the 2006 Act at which a resolution will be
proposed to approve the Scheme, including any adjournment thereof
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear is the operator (as defined in CREST)
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the Takeover Code
"Disclosed" the information fairly disclosed by or on behalf of Osirium: (i) in the 2022
Osirium Annual Report; (ii) in this announcement; (iii) in any other
announcement to a Regulatory Information Service prior to the publication of
this announcement; (iv) in writing (including via the virtual data room
operated by or on behalf of Osirium in respect of the Acquisition) or orally
in meetings and calls by Osirium management prior to the date of this
announcement to Bidco or Bidco's advisers (in their capacity as such)
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of the Offer, the Offer
having been declared or having become unconditional in all respects in
accordance with the requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"EPM" endpoint privileged management
"Euroclear" Euroclear UK & Ireland Limited
"FCA" the Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"finnCap" finnCap Ltd
"General Meeting" general meeting of Osirium Shareholders to be convened to consider and if
thought fit pass, inter alia, the Resolutions in relation to the Scheme
including any adjournments thereof
"Identity Security Platform" the platform of that name offered by SailPoint
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 1 March 2024 or such later date as may be agreed between Bidco and Osirium
and, if required, the Panel and the Court may allow
"Notes Offer" Bidco's offer to the Osirium Convertible Loan Noteholders to procure the
Redemption (as defined below)
"Meetings" the Court Meeting and the General Meeting
"Offer" subject to the consent of the Panel and the terms of the Cooperation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued, and to be issued, share capital
of Osirium, and, where the context admits, any subsequent revision, variation,
extension or renewal of such offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to Osirium which
commenced on 30 August 2023
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Osirium" Osirium Technologies plc
"Osirium Convertible Loan Noteholder" each, a holder of Osirium Convertible Loan Notes
"Osirium Convertible Loan Notes" the 7.5% convertible notes issued by Osirium on 21 October 2019 pursuant to
the Osirium Convertible Loan Note Instrument
"Osirium Convertible Loan Note Instrument" the note instrument of Osirium dated 21 October 2019 constituting up to
£2,700,000 convertible unsecured 7.5% notes due 2024
"Osirium Directors", "Osirium Board" or "Board of Osirium" the directors of Osirium
"Osirium EMI Plan" the Osirium Enterprise Management Incentive (EMI) Share Option Plan 2020-2025
"Osirium Group" Osirium and its subsidiary undertakings and where the context permits, each of
them
"Osirium Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares
of 1p each in the capital of Osirium and any further shares which are
unconditionally allotted or issued before the Scheme becomes Effective
"Osirium Shareholder(s)" holders of Osirium Shares
"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"PAM" privileged access management
"Panel" the Panel on Takeovers and Mergers
"PPA" privileged process automation
"Redemption" the redemption of all of the Osirium Convertible Loan Notes for an aggregate
amount equal to the principal value of the Osirium Convertible Loan Notes plus
the accrued but unpaid interest thereon as at 30 June 2023 pursuant to the
terms of the Rule 15 Waiver and Redemption Agreements
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"relevant securities" as the context requires, Osirium Shares, other Osirium share capital and any
securities convertible into or exchangeable for, and rights to subscribe for,
any of the foregoing
"Regulations" means the Uncertificated Securities Regulations 2001
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the articles of association of Osirium
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to Osirium Shareholders in that jurisdiction
"Rule 15 Waiver and Redemption Agreement" each, a rule 15 waiver and redemption agreement entered into between Bidco and
a Osirium Convertible Loan Noteholder on or around the date of this
announcement
"SailPoint" SailPoint Technologies, Inc.
"SailPoint Group" SailPoint Parent, L.P. and its subsidiary undertakings, and where the context
permits, each of them
"Sanction Hearing" the Court hearing to sanction the Scheme
"Scheme" the proposed scheme of arrangement under Part 26 of the 2006 Act between
Osirium and the holders of the Scheme Shares, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed by Osirium and Bidco
"Scheme Document" the document to be sent to Osirium Shareholders and persons with information
rights containing, amongst other things, the Scheme and notices of the
Meetings and proxy forms in respect of the Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the date of the Sanction Hearing
"Scheme Shares" all Osirium Shares: (i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before the
Voting Record Time; and (iii) (if any) issued at or after the Voting Record
Time and before the Scheme Record Time in respect of which the original or any
subsequent holders thereof are, or shall have agreed in writing to be, bound
by the Scheme
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the 2006 Act
"Takeover Code" the Takeover Code issued by the Panel on Takeovers and Mergers, as amended
from time to time
"Thoma Bravo" Thoma Bravo
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Regulations may be transferred by means of
CREST
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"Wider Bidco Group" SailPoint Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which SailPoint and such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent
"Wider Osirium Group" Osirium and associated undertakings and any other body corporate, partnership,
joint venture or person in which Osirium and such undertakings (aggregating
their interests) have an interest of more than 30 per cent. of the voting or
equity capital or the equivalent (excluding, for the avoidance of doubt,
SailPoint and all of its associated undertakings which are not members of the
Osirium Group)
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
Words in the singular shall include the plural and vice versa.
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