TIDMOSI
RNS Number : 0423V
Osirium Technologies PLC
03 April 2023
03 April 2023
Osirium Technologies plc
("Osirium", the "Group" or the "Company")
Posting of annual report and accounts, notice of AGM,
proposed amendments to share option plan and proposed grant of
options
Posting of accounts and notice of AGM
Osirium Technologies plc (AIM: OSI), a leading vendor of
cloud-based cybersecurity and IT automation software, announces
that the Company's annual report and accounts for the year ended 31
December 2022, which incorporates notice of the Company's 2023
Annual General Meeting ("AGM") will shortly be posted to
shareholders who have elected to receive a hard copy of them and
will be available to download from the Company's website at
www.osirium.com.
The AGM will be held at the Company's offices at Theale Court,
11-13 High Street, Theale, RG7 5AH at 11:00 a.m. on Tuesday, 9 May
2023.
Proposed amendments to share option scheme and grant of
options
The AGM notice contains a resolution (the "Plan Resolution") to
permit the Directors to make certain amendments to the Company's
Enterprise Management Incentive (EMI) Share Option Plan 2020-2025
(the "Plan"), including, inter alia, the ability to set the
exercise price of new options granted pursuant to the Plan equal to
the market price of an ordinary share in the Company ("Ordinary
Share") at the date of grant.
The Plan was put in place in 2020 with a primary goal of
incentivising and retaining Directors and key employees of the
Company to drive the Company's future growth and share value. The
current Plan rules do not permit the grant of options with an
exercise price of less than 35p per option, being a premium of over
2000% to the current mid-market price of an Ordinary Share.
Accordingly, Osirium's remuneration committee has proposed
amendments to the scheme to confer wider discretion on the Board to
grant options over Ordinary Shares at no lesser amount than the
market value of the Company's shares at the date of grant, and
exercisable on conditions and at vesting periods which they regard
as more aligned with the interests of the Company to provide
meaningful and achievable incentives to the Company's directors and
staff.
Furthermore, the existing options granted pursuant to the Plan
have an exercise price of 35p and the Company has historic options
outstanding granted pursuant to the Osirium Technologies plc
Enterprise Management Incentive (EMI) Share Option Plan 2016,
adopted at the time of the Company's IPO, which have exercise
prices of between 41.67p and 187.2p per Ordinary Share. The Board
does not consider that any of these options provide a meaningful
incentive to option holders.
Subject to the passing of the Plan Resolution at the AGM and
shortly following the conclusion of the AGM, it is anticipated that
all existing holders of outstanding options over Ordinary Shares
will be invited to surrender their current options and would be
granted new options (the "New Options"), exercisable at the market
price of an Ordinary Share at the time of grant, such number of
options to be determined by Osirium's Remuneration Committee. It is
anticipated that the New Options would be subject to a three-year
vesting period, with the options vesting as to: one third on the
first anniversary of grant; one third on the second anniversary of
grant; and one third on the third anniversary of grant.
It is anticipated that the following number of options would be
granted to Directors and PDMRs of the Company:
Percentage
of existing
issued share
capital of
No. of existing the Company
options currently No. of New represented
held and to Options to by the New
Director be surrendered be granted Options
David Guyatt (Chairman) 1,061,416 1,225,487 1.00%
Stuart McGregor (CEO) 218,500 2,450,974 2.00%
Rupert Hutton (CFO) 147,250 1,225,487 1.00%
Simon Lee (NED) 147,250 183,823 0.15%
Simon Hember (NED) 26,125 183,823 0.15%
Catherine Jamieson
(wife of David Guyatt) 180,000 612,743 0.50%
Full details of the proposed amendments to the Plan are set out
in the explanatory notes to the notice of AGM. Should the Plan
Resolution not be passed at the AGM, the Company will not be able
to make the proposed amendments to the Plan or grant the New
Options. A further announcement will be made on conclusion of the
AGM.
Contacts:
Osirium Technologies plc Tel: +44 (0)1183 242 444
Stuart McGregor, Chief Executive Officer
Rupert Hutton, Chief Financial Officer
Allenby Capital Limited (Nominated adviser and broker) Tel: +44 (0)20 3328 5656
James Reeve / George Payne (Corporate Finance)
Tony Quirke (Sales and Corporate Broking)
Alma PR (Financial PR adviser) Tel: +44 (0)20 3405 0205
Hilary Buchanan osirium@almapr.co.uk
Kieran Breheny
Will Ellis Hancock
About Osirium Technologies Plc
Osirium Technologies plc (AIM: OSI) is a leading UK-based
cybersecurity software vendor delivering Privileged Access
Management (PAM), Privileged Endpoint Management (PEM) and Osirium
Automation solutions that are uniquely simple to deploy and
maintain.
With privileged credentials involved in over 80% of security
breaches, customers rely on Osirium PAM's innovative technology to
secure their critical infrastructure by controlling 3rd party
access, protecting against insider threats, and demonstrating
rigorous compliance. Osirium Automation delivers time and cost
savings by automating complex, multi-system processes securely,
allowing them to be delegated to Help Desk engineers or end-users
and to free up specialist IT resources. The Osirium PEM solution
balances security and productivity by removing risky local
administrator rights from users, while at the same time allowing
escalated privileges for specific applications.
Founded in 2008 and with its headquarters in Reading, UK, the
Group was admitted to trading on AIM in April 2016. For further
information please visit www.osirium.com .
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