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Osirium Technologies (OSI)

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Friday 23 April, 2021

Osirium Technologies

Result of Placing and Subscription & TVR

RNS Number : 3754W
Osirium Technologies PLC
23 April 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

23 April 2021

Osirium Technologies plc

("Osirium" or the "Company")

 

Result of Placing and Subscription

and

 Total Voting Rights

 

Osirium Technologies plc (AIM: OSI.L), a leading vendor of cybersecurity software, is pleased to announce the completion of the Proposed Placing and Subscription announced yesterday on 22 April 2021. The Company has conditionally raised an aggregate sum of approximately £2.17 million (before expenses, fees and commissions) by:

 

· a placing of 9,545,446 new Ordinary Shares (as defined below) in the Company (the "Placing Shares"), at a price of 22 pence per share (the "Placing Price") to raise approximately £2.17 million (before expenses) (the "Placing"); and

 

· an issue of 318,185 new Ordinary Shares in the Company (the "Subscription Shares") to certain Directors of the Company at the Placing Price to raise £70,000 (before expenses) (the "Subscription").

 

The Placing Shares were offered by way of an accelerated bookbuild ("Bookbuild"). Stifel Nicolaus Europe Limited ("Stifel") acted as Nomad, Sole Broker and Sole Bookrunner in connection with the Bookbuild.

 

As mentioned in the announcement of the Proposed Placing and Subscription on 22 April 2021, the Placing has been carried out in two tranches: 3,899,100 Placing Shares (the "First Placing Shares") and 5,646,346 Placing Shares (the "Second Placing Shares"). The placing of the Second Placing Shares is conditional, inter alia, upon Shareholder approval being obtained at the General Meeting expected to be held at 11:00 a.m. BST on 12 May 2021. The First Placing Shares will be allotted and issued utilising the Company's existing shareholder authorities from its 2020 AGM, free of pre-emption rights and will not be conditional upon the passing of the proposed resolution to be considered at the General Meeting.

 

Application has been made for Admission of the First Placing Shares and it is expected that Admission will become effective and that dealings in the First Placing Shares will commence at 8.00 a.m. on 28 April 2021.

 

Assuming the placing of the Second Placing Shares becomes unconditional, application will be made for Admission of the Second Placing Shares and it is expected that Admission will become effective and that dealings in the Second Placing Shares will commence at 8.00 a.m. on 17 May 2021.

 

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

 

Subscription

 

The Company announces that certain Directors have agreed to subscribe for an aggregate of 318,185 new Ordinary Shares at the Placing Price to raise  £70,000 (before expenses). Following the Subscription, the Directors (and their spouses) will hold an aggregate of 2,329,169 Ordinary Shares, representing approximately 7.93 per cent. of the Enlarged Share Capital, as summarised below:

 

Director

Existing number of Ordinary Shares

Number of Subscription Shares

Total number of Ordinary Shares following the Subscription

Simon Lee

269,718

136,365

406,083

David Guyatt*

1,443,411

136,365

1,579,776

Rupert Hutton*

137,142

0

137,142

Stephen Purdham

57,142

45,455

102,597

Simon Hember

103,571

0

103,571

Total:

2,010,984

318,185

2,329,169

*and spouses

 

The Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

 

Total Voting Rights

 

Following Admission of the First Placing Shares anticipated to be on or around 8:00 a.m. on 28 April 2021, the Company's issued and fully paid share capital will consist of 23,394,755 ordinary shares ("Ordinary Shares") with nominal value of 1 pence each, with one voting right per share. The Company does not hold any Ordinary Shares in Treasury. The total number of voting rights in the Company will, following Admission of the First Placing Shares, therefore be 23,394,755.

The above figure of  23,394,755 should,following Admission of the First Placing Shares, be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

Posting of Circular and Notice of General Meeting

The allotment and issue of the Second Placing Shares and the Subscription Shares requires the approval of shareholders to authorise the allotment of such shares and to disapply shareholders statutory pre-emption rights. Accordingly, the Company will shortly publish a circular (the " Circular "), incorporating a notice to convene a general meeting to be held on 12 May 2021 (the " General Meeting ") to pass the requisite resolution.

The Board unanimously considers that the Proposed Placing and Subscription and the resolution to be proposed at the General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that shareholders vote in favour of the resolution to be proposed at the General Meeting, as the Directors intend to do in relation to their own and associated holdings of 2,010,984 existing ordinary shares in total, representing approximately 10.32 per cent. of the existing ordinary share capital as at the date of this announcement.

 

Following Admission of the Placing Shares and the Subscription Shares the Company will have 29,359,286 Ordinary Shares in issue (the "Enlarged Share Capital"). The total number of the Placing Shares and the Subscription Shares represents approximately 50.6 per cent of the Company's existing share capital and approximately 33.6 per cent of the Enlarged Share Capital. The Placing Price represents a discount of approximately 10.2 per cent to the closing mid-price of 24.5 pence on 21 April 2021, being the last business day immediately prior to the announcement of the Proposed Placing and Subscription.

 

The net proceeds of the Conditional Placing, being approximately £1.92 million, will be used to fund the Company growth, strengthen its balance sheet and support key hires in marketing and product development.

 

David Guyatt, Chief Executive Officer, said:

 

"We are delighted with the result of today's fundraise and would like to thank our shareholders for their continued support.

 

"The funds will support the next phase of our growth as we continue to take advantage of the signficant opportunities across our markets."

 

Terms used but not defined in this announcement shall have the meanings given to such terms in the Announcement made yesterday. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

 

The person responsible for arranging the release of this announcement on behalf of the Company is Martin Kay, Company Secretary.

 

Ends -

For further information:

Osirium Technologies plc

Tel: +44 (0) 118 324 2444

David Guyatt, Chief Executive Officer

Rupert Hutton, Chief Financial Officer

www.osirium.com

 


Stifel Nicolaus Europe Limited

(Nominated Adviser and Broker)

Tel: +44 (0) 207 710 7600

Fred Walsh / Richard Short

 


Alma

(Financial PR)

David Ison / Josh Royston / Kieran Breheny

 

 

Tel: +44 (0) 203 405 0205

 

Notes to Editors:

 

Osirium Technologies plc (AIM: OSI.L) operates in one of the fastest growing parts of the cybersecurity market and is a leading vendor of Privileged Access Security solutions. Osirium's cloud-based products protect critical IT assets, infrastructure and devices by preventing targeted cyber-attacks from directly accessing Privileged Accounts, removing unnecessary access and powers of Privileged Account users, deterring legitimate Privileged Account users from abusing their roles and containing the effects of a breach if one does happen.

Osirium has defined and delivered what the Directors view as the next generation Privileged Access Management solution. Osirium's award-winning Privileged Task Management module further strengthens Privileged Account Security by minimising the cyber-attack surface and delivering an impressive return on investment benefits for customers. Building on Osirium's Privileged Task Management module, in May 2019 Osirium launched Privileged Process Automation, providing a highly-flexible platform for automating essential IT processes to set a new benchmark in IT Process Automation. This was followed by the launch of Privileged Endpoint Manager in December 2019, bringing the total portfolio to three complementary solutions.

Founded in 2008 and with its headquarters in Reading, UK, the Group was admitted to AIM in April 2016. For further information please visit www.osirium.com.

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