REG - Shearwater Group PLC - Change of Year End and Grant of LTIP options

ShearwaterAnnouncement

30/01/2025 07:00

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RNS Number : 1987V  Shearwater Group PLC  30 January 2025

30 January 2025

Shearwater Group PLC

 

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

 

Change of Accounting Reference Date and Grant of LTIP options

Shearwater Group plc, the cybersecurity, advisory, and managed security
services group, announces a change in accounting refence date ('Year End') and
the Granting of share options to staff including Jonathan Hall, CFO, in
accordance with the Shearwater Group plc Long Term Incentive Plan.

Change of Accounting Reference Date

Following a Board review, it has been deemed prudent to change the Group's
financial year end from 31 March to 30 June, to better align the Group's
financial year with its customer procurement cycle. Currently, material
contracts are frequently concluded around the March year-end, which has
historically presented challenges in providing accurate and timely guidance to
investors. The Board believes the revised year-end will enable greater clarity
and consistency in the Group's reporting.

As a result, the current accounting period will be extended to be 15 months
ending 30 June 2025 ("Extended Period") and the Group intends to publish these
final results by the end of October 2025.  The Group will also provide a
trading update on the performance in the 15-month period to 30 June 2025, on
or around the new period-end date.

As anticipated at the interim results in November, the business has delivered
revenue growth and returned to profitability in H2. The Company is on track to
exceed current revenue expectations and deliver adjusted EBITDA in line with
market expectations, for the 12 months ending 31 March 2025.

The period from April to June is typically a quieter trading period for the
business, as evidenced by the adjusted EBITDA loss of £0.4m reported for H1
of the current year. Consequently, the inclusion of these additional three
months is not expected to materially impact adjusted EBITDA for the extended
period.

For the 15-month accounting period ending 30 June, the Company therefore
expects to report revenues in excess of £38m and adjusted EBITDA of
approximately £2.0m. Looking ahead, the Board remains confident in building
on these strong foundations to deliver further growth in both revenue and
EBITDA in FY26.

Grant of LTIP Options

On 29 January 2025 the Board approved the granting of 1,227,000 share options
in accordance with the Shearwater Group plc Long Term Incentive Plan, which
represents 5.1% of outstanding share capital.

Of those options, Jonathan Hall, the newly appointed CFO, was granted 250,000.

The Options will vest in three equal tranches, on 31 October 2025, 31 October
2026 and 31 October 2027, subject to the achievement of the financial and
non-financial performance conditions which are set out below.

For Executive Directors and those staff working in Shearwater Group central
functions, 50% of options will vest on continued employment while the
remaining 50% will vest based on Shearwater Group Adjusted EBITDA performance.
Options for all other staff, comprising those working at Group companies
Brookcourt, Pentest or SecurEnvoy, will vest in thirds based on Shearwater
Group Adjusted EBITDA performance, respective Group Company Adjusted EBITDA
performance and continued employment.

Of the options that are contingent on Shearwater Group Adjusted EBITDA
performance, in FY25 full vesting would occur on delivery of £2.0m in
Adjusted EBITDA for the 15 months to 30 June 2025, an improvement of
approximately 130% on the 12 month period to 31 March 2024. Full vesting in
FY26 would only occur on the delivery of £3.0m in Adjusted EBITDA for the 12
months to 30 June 2026.  Targets for FY27 will be set by the Remuneration
Committee during the FY26 financial year.

The option exercise price has been set at the average closing price in the 30
days prior to the option grant.

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                              1.   Jonathan Hall

 2   Reason for the notification
 a)  Position/status                                                   1.   Chief Financial Officer
 b)  Initial notification/Amendment                                    Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                              Shearwater Group PLC
 b)  LEI                                                               213800ZRUKUYDJLKD504
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument.      Ordinary shares of 10 pence each

     Identification code

                                                                       GB00BKT6VH21

 b)  Nature of transaction                                             Awards made pursuant to the rules of the Shearwater Group Long Term Incentive
                                                                       Plan
 c)  Price(s) and volume(s)                                            Price(s)                                                Volume(s)
                                                                       Nil                                                     1.   250,000

     Aggregated information

     -      Aggregated volume                                          n/a

     -      Price                                                      35.2p
 e)  Date of the transaction                                           29 January 2025
 f)  Place of the transaction                                          Outside a trading venue

 

Enquiries:

 

 Shearwater Group plc                                             www.shearwatergroup.com

 David Williams, Chairman                                         c/o Alma

 Phil Higgins, CEO

 Jonathan Hall, CFO

 Cavendish Capital Markets Limited - NOMAD and Broker             +44 (0) 20 7220 0500

 Adrian Hadden / Ben Jeynes / Elysia Brough - Corporate Finance

 Henry Nicol / Dale Bellis / Michael Johnson - Sales

 Alma Strategic Communications                                    shearwater@almastrategic.com (mailto:shearwater@almastrategic.com)

 Justine James / Joe Pederzolli / Emma Thompson                   +44 (0) 20 3405 0205

 

About Shearwater Group plc

 

Shearwater Group plc is an award-winning group providing cyber security,
managed security and professional advisory solutions to create a safer online
environment for organisations and their end users.

 

The Group's differentiated full service offering spans identity and access
management and data security, cybersecurity solutions and managed security
services, and security governance, risk and compliance. Its growth strategy is
focused on building a scalable group that caters to the entire spectrum of
cyber security and managed security needs, through a focused buy and build
approach.

 

The Group is headquartered in the UK, serving customers globally across a
broad spectrum of industries.

 

Shearwater shares are listed on the London Stock Exchange's AIM under the
ticker "SWG".  For more information, please visit www.shearwatergroup.com
(http://www.shearwatergroup.com/) .

 

 

 

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