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.
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1
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Details of the person discharging managerial responsibilities
/ person closely associated
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a)
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Name
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1. Jonathan
Hall
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2
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Reason for the notification
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a)
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Position/status
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1. Chief Financial
Officer
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b)
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Initial
notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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a)
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Name
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Shearwater Group PLC
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b)
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LEI
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213800ZRUKUYDJLKD504
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4
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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
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a)
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Description of the financial
instrument, type of instrument.
Identification code
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Ordinary shares of 10 pence
each
GB00BKT6VH21
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b)
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Nature of transaction
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Awards made pursuant to the rules of
the Shearwater Group Long Term Incentive Plan
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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Nil
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1. 250,000
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Aggregated information
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Aggregated volume
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Price
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n/a
35.2p
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e)
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Date of the transaction
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29 January 2025
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f)
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Place of the transaction
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Outside a trading venue
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Enquiries:
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Shearwater Group plc
David Williams, Chairman
Phil Higgins, CEO
Jonathan Hall, CFO
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www.shearwatergroup.com
c/o Alma
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Cavendish Capital Markets Limited - NOMAD and
Broker
Adrian Hadden / Ben Jeynes / Elysia
Brough - Corporate Finance
Henry Nicol / Dale Bellis / Michael
Johnson - Sales
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+44 (0) 20 7220 0500
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Alma Strategic Communications
Justine James / Joe Pederzolli /
Emma Thompson
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shearwater@almastrategic.com
+44 (0) 20 3405 0205
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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.
