Notice of AGM & Proposed Changes to Option Scheme

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:

Director	No. of existing options currently held and to be surrendered	No. of New Options to be granted	Percentage of existing issued share capital of the Company represented by the New 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: [phone]
Stuart McGregor, Chief Executive Officer
Rupert Hutton, Chief Financial Officer
Allenby Capital Limited (Nominated adviser and broker)	Tel: [phone]
James Reeve / George Payne (Corporate Finance)
Tony Quirke (Sales and Corporate Broking)
Alma PR (Financial PR adviser)	Tel: [phone]
Hilary Buchanan	[e-mail]
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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