TIDMOSI
RNS Number : 7979G
Osirium Technologies PLC
06 March 2018
For immediate release
6 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
Osirium Technologies plc
("Osirium", the "Company" or the "Group")
Placing to raise GBP4.2 million
and
Notice of General Meeting
Placing
Osirium Technologies plc (AIM: OSI), UK headquartered
cyber-security SaaS provider, is pleased to announce a placing to
raise approximately GBP4.2 million (before expenses) through the
issue of 3,144,931 new ordinary shares (the "Placing Shares") at a
price (the "Placing Price") of 134 pence per Placing Share (the
"Placing").
The Placing was conducted by Stifel Nicolaus Europe Limited
("Stifel") and the Placing Shares have been placed with
institutional and other sophisticated investors, including existing
shareholders. The Placing is conditional, inter alia, on the
approval of shareholders at a general meeting of the Company to be
held on Friday, 23 March 2018 (the "GM" or "General Meeting") of a
resolution to authorise the Directors to allot new ordinary shares
in the capital of Osirium ("ordinary shares") otherwise than on a
pre-emptive basis.
Further details of the Placing are set out below.
Chairman's Subscription
Concurrent with and conditional on the Placing, Simon Lee,
Non-Executive Chairman of the Company, has agreed to subscribe for
14,925 new ordinary shares at the Placing Price to raise an
additional GBP20,000 (the "Subscription").
Following the Placing and Subscription, Mr. Lee's shareholding
will be:
Holding Shares Holding Holding
prior issued following as a percentage
to the pursuant the Placing of enlarged
Subscription to the and Subscription issued
Subscription share capital
-------------- -------------- ------------------ -----------------
111,936 14,925 126,861 0.94%
-------------- -------------- ------------------ -----------------
Further details of the Subscription are set out below.
Rationale for the Placing and use of proceeds
The Company is seeking funding to:
-- scale the Group's business in the multi-billion dollar market
for privileged access management (PAM) which is considered
predominately greenfield and growing more than 25% p.a.;
-- invest further in its sales, marketing, and product development;
-- double the size of its engineering and R&D teams in 2018,
which should allow it to continue to innovate, develop
next-generation solutions and continue to displace in-house
solutions and legacy products; and
-- strengthen Osirium's balance sheet and fund the Group's
working capital requirements over the next twelve months and
beyond.
Background to the Placing
Since its IPO in April 2016, Osirium has continued to focus on
strengthening its sales, marketing, R&D and engineering
teams.
The Group's sales director has been strengthening Osirium's
direct sales capabilities while also building a broad channel
network and transitioning the business from a passive to an active
channel strategy. The sales team now comprises four direct sales
people, three pre-sales people and two sales consultants focused on
delivering proof of concept software to, and converting, sales
prospects, as well as expanding the Group's footprint within
existing clients. The marketing team is also up to full strength
and is building Osirium's UK and global brand, lead generation
capabilities including Osirium's internet presence, public
relations and events.
The R&D and engineering teams are developing new technology
further enhancing Osirium's next generation software solutions. At
the same time, Osirium's profile has increased considerably and has
seen growing and positive industry recognition of its innovative
approach, culminating in Osirium being named as a 2017 'Cool
Vendor' by Gartner, the leading independent IT research firm, and
the Osirium Platform being recognised by analysts KuppingerCole in
their January 2018 Executive Report.
Gartner estimate that cyber-security spending was $89bn in 2017,
growing at 8% per annum. Privileged Access Management (PAM) is
emerging as one of the fastest growing markets within the wider
cyber-security market and is expected to grow at 27% p.a. to $2.3bn
by 2020 by which time it will represent 2% of all cyber-security
spending. This anticipated growth will be supported by significant
opportunities in the mid-market space.
Throughout this time, the Group's new customer wins, bookings
and revenue streams have increased significantly, in line with the
Directors' strategic objectives, to deliver a step change since
Osirium's IPO. In addition to the well-publicised increase in
security threats globally, Osirium's growth has been underpinned by
growing awareness of PAM as mission-critical IT infrastructure for
the upper middle market as well as enterprise clients. The onset of
General Data Protection Regulation (GDPR) from May 2018, as part of
increasing regulatory compliance standards, is also driving
mainstream adoption across all industries.
Further details of the Placing
Under the Placing, the Company has conditionally raised GBP4.2
million (before expenses) through a placing of 3,144,931 ordinary
shares at 134 pence per share with institutional and other
sophisticated investors. The Company has entered into a Placing
Agreement with Stifel under which Stifel has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price. The Placing has not been underwritten.
The Placing Shares will represent approximately 23.2 per cent.
of the enlarged share capital. The Placing Price represents a
discount of approximately 5 per cent. to the closing mid-market
price on AIM of 141 pence per ordinary share on 5 March 2018, being
the last dealing day prior to publication of this document.
The Company currently has limited authority to issue new
ordinary shares for cash on a non-pre-emptive basis. Accordingly,
the Placing is conditional upon, inter alia, the passing of the
resolution to be put to shareholders of the Company at the General
Meeting to authorise the Directors to allot new ordinary shares
otherwise than on a pre-emptive basis. In addition, the allotment
of the Placing Shares is conditional, inter alia, on the Placing
Agreement becoming unconditional and not being terminated in
accordance with its terms prior to Admission. It is expected that
Admission of the new ordinary shares to AIM ("Admission") will take
place on 28 March 2018.
The Placing Agreement contains, inter alia, customary
undertakings and warranties given by the Company in favour of
Stifel as to the accuracy of information contained in this
announcement and other matters relating to the Company. Stifel may
terminate the Placing Agreement in specified circumstances prior to
Admission, including, inter alia, for material breach of the
Placing Agreement or breach of any warranties contained in it and
in the event of certain force majeure events occurring.
The Placing is conditional upon, inter alia, Admission occurring
by not later than 8.00 a.m. on 28 March 2018 (or such later time
and/or date as the Company and Stifel may agree, not being later
than 8.00 a.m. on 27 April 2018). If such condition is not
satisfied or, if applicable, waived, the Placing will not
proceed.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with Osirium's existing
ordinary shares, including the right to receive dividends and other
distributions declared on or after the date on which they are
issued.
It is expected that CREST accounts will be credited on the
relevant day of Admission and that share certificates (where
applicable) will be despatched within 5 working days of
Admission.
Details of the Subscription
Concurrent with and conditional on the Placing, Simon Lee,
Non-Executive Chairman of the Company, has agreed to subscribe for
14,925 new ordinary shares (the "Subscription Shares") at the
Placing Price to raise an additional GBP19,999.50.
Application for Admission to AIM
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM. It is anticipated that such admission will become
effective and that dealings in the Placing Shares will commence at
08:00 a.m. on 28 March 2018.
General Meeting
A circular (the "Circular"), containing information in relation
to the Placing and convening the General Meeting, to be held at the
offices of Stifel Nicolaus Europe Limited, 4th Floor, 150
Cheapside, London EC2V 6ET at 11:00 a.m. on 23 March 2018, is
expected to be sent to shareholders today. At the General Meeting,
Shareholders will consider a resolution, to be passed as a special
resolution, to disapply Shareholders' statutory pre-emption rights
which would otherwise apply to the allotment of the Placing Shares
and the Subscription Shares.
The Circular will be available on the Company's website at
https://www.osirium.com in due course.
Current trading
On 9 January 2018, Osirium confirmed that its trading has
continued to improve year on year in line with expectations and, as
a result, expects bookings for the year ended 31 December 2017 to
be in line with market expectations.
The Board remains very confident in the Group's prospects and
believes Osirium has a unique proposition and is well placed to
prosper as cyber-security becomes an even greater priority for
corporates globally.
Commenting on the placing, David Guyatt, Chief Executive Officer
of Osirium Technologies plc said:
"We are building an increasingly strong pipeline of
opportunities and the funds raised will help support our sales
ambitions and provide the Group with the necessary working capital
for its growth plans. This is an exciting time for the Company and
the Board is committed to ensuring momentum continues and is
optimised as we look to move towards profitability and cash
generation."
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 Tel: +44 (0) 20 7710
Limited 7600
(Nominated Adviser and
Broker)
Fred Walsh / Neil Shah
/ Kerstin Ursu
Yellow Jersey PR Tel: +44 (0) 7764 947137
(Financial PR)
Sarah Hollins
About Osirium Technologies plc and its subsidiary, Osirium
Limited, (together the "Group")
Osirium Technologies plc (AIM: OSI.L), is a UK headquartered
cyber-security Software-as-a-Service ("SaaS") provider. The Group
protects 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.
The Group has defined and delivered what the Directors view as
the next generation PAM (Privileged Access Management) solution.
The team has developed the concept of Virtual Air Gap to separate
users from passwords, with Osirium's Privileged Task Management
module further strengthening Privileged Account security and
delivering impressive return on investment benefits for
customers.
Founded in 2008 and with its headquarters in Reading, UK,
Osirium was admitted to AIM in April 2016. For further information
please visit www.osirium.com
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting only for the Company
in relation to the matters described in this announcement and
accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Stifel, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Stifel
or by any of its affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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