Osirium Technologies PLC Update re proposed grant of options (5049W)
18 April 2023 - 4:00PM
UK Regulatory
TIDMOSI
RNS Number : 5049W
Osirium Technologies PLC
18 April 2023
18 April 2023
Osirium Technologies plc
("Osirium", the "Group" or the "Company")
Update re proposed grant of options
Osirium Technologies plc (AIM: OSI), a leading vendor of
cloud-based cybersecurity and IT automation software, provides an
update on the proposed amendments to the Company's share option
scheme to be considered at its forthcoming AGM, details of which
were announced on 3 April 2023 (the "Announcement").
The Company has received feedback from certain key shareholders
in the Company ("Shareholders") regarding the proposed New Options
set out in the Announcement. The Company intends to continue to
seek shareholder approval for the amendments to the Company's
Enterprise Management Incentive (EMI) Share Option Plan 2020-2025
(the "Plan") at the AGM as set out in the AGM notice. However,
Osirium's Remuneration Committee (the "Remuneration Committee") has
taken on board the feedback received and has decided to make
certain amendments to the New Options proposed to be granted,
should the Plan Resolution be passed at the AGM, as follows:
-- the New Options will have a minimum exercise price of 2p
(being the issue price of the Company's most recent fundraise) or,
if higher at the time of grant, the 'Market Price' of an Ordinary
Share as determined under the Plan rules;
-- all New Options will be subject to the following additional
performance based vesting criteria:
o the closing share price of an Ordinary Share must exceed 4p
for a rolling 30-day period; and
o the Company must have achieved annualised recurring revenue
("ARR") of at least GBP3.5 million, when reported in the Company's
full year or half year results.
-- The New Options would still vest equally over three years as set out in the Announcement.
The Remuneration Committee believes that these additional
performance criteria more closely align the targets with the
interests of Shareholders.
The Remuneration Committee has also determined that the New
Options would only be granted to members of the full-time executive
management team and key employees. Therefore, the number of New
Options that are proposed to be granted to Directors of the Company
and persons closely associated with them ("PCAs") are as
follows:
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/PCA be surrendered be granted Options
Stuart McGregor (CEO) 218,500 3,676,461 3.00%
Rupert Hutton (CFO) 147,250 1,225,487 1.00%
David Guyatt (Chairman) 1,061,416 - -
Simon Lee (NED) 147,250 - -
Simon Hember (NED) 26,125 - -
Catherine Jamieson
(wife of David Guyatt) 180,000 612,743 0.50%
The Board of Osirium welcomes the opportunity for engagement
with Shareholders and would like to thank those Shareholders who
provided feedback on the original proposals. Full details of the
proposed amendments to the Plan are set out in the explanatory
notes to the notice of AGM. Should the Plan Resolution not be
passed at the AGM, the Company will not be able to make the
proposed amendments to the Plan or grant the New Options. A further
announcement will be made on conclusion of the AGM.
Definitions
Capitalised terms used in this announcement have the meanings
given to them in the Announcement issued by the Company on 3 April
2023, unless otherwise defined herein.
Contacts:
Osirium Technologies plc Tel: +44 (0)1183 242 444
Stuart McGregor, Chief Executive Officer
Rupert Hutton, Chief Financial Officer
Allenby Capital Limited (Nominated adviser and broker) Tel: +44 (0)20 3328 5656
James Reeve / George Payne (Corporate Finance)
Tony Quirke (Sales and Corporate Broking)
Alma PR (Financial PR adviser) Tel: +44 (0)20 3405 0205
Hilary Buchanan osirium@almapr.co.uk
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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