AIM Rule 26

AIM Rule 26

Below is all of the information and documentation required of us to enable compliance with Rule 26 of the AIM Rules. The information provided here was last updated on 15 April 2016 and is disclosed in accordance with Rule 26.

Country of incorporation and main country of operation
Osirium Technologies plc (“Osirium” or “the Company”) is incorporated in England and Wales (Registration Number 9854713). Osirium’s main country of operation is the United Kingdom.

Business Description
Osirium is a UK based cyber-security software provider that protects critical IT assets, infrastructures 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 PAM 2.0, which the Directors view as the next generation Privileged Account 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 (“ROI”) benefits for customers.

What is a Privileged Account?
A Privileged Account has elevated permissions and rights compared with an average user account. An organisation’s IT assets, infrastructures and devices such as directory services, application tiers, databases, network and security appliances and backup and service infrastructures are all operationally managed by employees or third party outsourcers. By virtue of their function, these employees and third parties are issued with Privileged Account access to ensure the uptime (i.e. less downtime), performance and security of an organisation’s IT assets, infrastructures and devices. Functions that require access to Privileged Accounts include database and system administrators, network engineers, IT security and audit practitioners, data centre operators, application developers and cloud custodians. Privileged Account users therefore have extensive access to IT systems and sensitive data.

Directors and biographies

Simon Lee (age 55) – Non-Executive Chairman
Simon Lee
Simon Lee is an International Advisor to Fairfax Financial where he sits on the Boards of Brit Syndicates Ltd and Advent Underwriting Ltd. He is also on the Global Advisory Board to Afiniti Inc., Non-Executive Director of TIA Technology and DGS Ltd. and Chairman of Hospice in the Weald. Until December 2013, Simon was Group Chief Executive of RSA Insurance Group plc, a FTSE 100 company, operating at the time in 32 countries, employing around 23,000 people, writing c.£9 billion p.a. in premiums with assets of c. £21 billion. Previously, Simon spent 17 years with NatWest Group, working in a variety of roles including Chief Executive NatWest Offshore, Head of US Retail Banking, CEO NatWest Mortgage Corporation (US) and Director of Global Wholesale Markets.

David Guyatt (age 56) – Chief Executive Officer
David Guyatt
Co-founder of Osirium, the management team is led by David Guyatt, who has over 25 years’ experience in turning next generation IT products into successful technology businesses. He is a recognised pioneer in establishing the content security software market, being a co-founder and CEO of the Content Technologies group, which developed MIMEsweeper and became the recognised world leader in content security solutions, with a 40 per cent. global market share. Previously, David was Sales & Marketing Director at Integralis from 1990 to 1996, as it established itself as Europe’s leading IT security integrator.

Rupert Hutton (age 49) – Chief Financial Officer
Rupert Hutton
Rupert served for 12 years as Finance Director of AIM quoted Atlantic Global Plc, a cloud-based project portfolio management software company, before being sold in February 2012 to an international, US Private Equity-backed, software business based in Bloomington, Minnesota. Previously, Rupert was Group Financial Controller of the Milton Keynes and North Bucks Chamber of Commerce Training and Enterprise. Rupert spent his early career with Grant Thornton and has an AMBA accredited Masters in Business Administration and is a Fellow of the Association of Chartered Certified Accountants.

Stephen (Steve) Purdham (age 58) – Non-Executive Director
Stephen (Steve) Purdham
Steve has spent his entire career in the technology industry, starting with International Computers Limited in 1978 before moving to JSB Computer Systems Ltd. As co-founder of web and email filtering products Surfcontrol, Steve led JSB’s flotation on AIM in 1997 as JSB Software Technologies PLC followed by its flotation on EASDAQ and then FTSE Main Market listing in February 2000. Changing its name to SurfControl Plc, the company entered the Techmark index and became a FTSE 250 company for a period of time. Acting as its CEO between 2000 and 2005 and then as a non-executive director until 2007, when the company was sold to Websense Inc. for $400 million. He was also a founder investor in WE7 Limited, acting as the company’s CEO between 2008 and 2013 when it was sold to Tesco plc for £10.8 million. Steve is currently Executive Chairman and co-founder of 3rings Care Ltd and since 2002, held a number of other nonexecutive directorships including with the Manchester Technology Fund Limited and Identum Limited.

Simon Hember (age 41) – Non-Executive Director
Simon Hember
Simon is Founder and Managing Director of Acumin Consulting. Established in 1998, Acumin is a leading specialist for cyber-security and information risk management recruitment and executive search operating throughout Europe and the US. Acumin has established relationships with end-user organisations, system integrators, consultancies and vendors across the security industry. Simon has expertise consulting around mergers and acquisitions, facilitating European market entry for high growth companies and working closely with industry leaders and venture capital to create new ventures and business development networks globally.
Simon is also Co-Founder and Director of RANT Events, the leading community of senior information security professionals who work within end-user organisations and a Director of Red Snapper Recruitment, which merged with Acumin in July 2015.

Responsibilities of the board of directors and its committees
There is no compulsory regime of corporate governance to which the directors of a UK company admitted to AIM must adhere to over and above the general fiduciary duties of skill and diligence imposed on such directors under English law. However, the Directors acknowledge the importance of the principles set out in the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (“QCA Code”). Although the QCA Code is not compulsory for AIM quoted companies, the Directors intend to apply the principles as far as they consider appropriate for a company of its size and nature.

The Board comprises five directors, two of whom are executive directors and three of whom are non-executive directors, reflecting a blend of different experience and backgrounds. The Board considers Simon Lee and Steve Purdham to be independent Non-Executive Directors under the criteria identified in the UK Corporate Governance Code (September 2014).

The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. The Board has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meet regularly and at least twice a year. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Further details on the audit and remuneration committees are set out below.

Audit Committee
The duties of the Audit Committee are to consider the appointment, re-appointment and terms of engagement of, and keep under review the relationship with, the Group’s auditors, to review the integrity of the Group’s financial statements, to keep under review the consistency of the Group’s accounting policies and to review the effectiveness and adequacy of the Group’s internal financial controls. In addition, it will receive and review such reports as it from time to time requests from the Group’s management and auditors. The Audit Committee will meet at least twice a year and will have unrestricted access to the Group’s auditors. The Audit Committee comprises Steve Purdham, Simon Lee and John Townsend and will be initially chaired by Simon Lee.

The Directors acknowledge that relevant corporate governance guidelines, including the QCA Code, state that the Audit Committee should not be chaired by the Chairman of the Company. The Directors have considered the membership of the Audit Committee carefully and have concluded that, given the current composition of the Board, Simon is the most appropriate choice to be its chairman. The Board will regularly review the effectiveness of the Audit Committee. Once further appointments have been made to the Board, the Audit Committee will be reviewed to bring its composition into line with corporate governance best practice guidance.

Remuneration Committee
The Remuneration Committee has responsibility for reviewing and determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives, directors and other key employees and specific remuneration packages for executive directors, including pension rights and compensation payments. It is also to be responsible for making recommendations for grants of options under the New Share Option Scheme. It is expected to meet not less than twice a year. The remuneration of non-executive Directors is a matter for the Board and no Director may be involved in any discussions as to his or her own remuneration. The Remuneration Committee comprises Steve Purdham, Simon Lee and John Townsend and is chaired by Steve Purdham.

Takeovers and mergers
The Company is subject to the UK City Code on Takeovers and Mergers.

Exchanges or trading platforms that have been applied or agreed to have any of its securities (including its AIM securities) admitted or traded
The securities of Osirium Technologies plc are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

AIM Securities in Issue, shares not in public hands, significant shareholders and restrictions on transfer
The number of shares in issue is 10,394,355. The number of shares not in public hands is 6,725,063 representing 64.7% of the issued share capital.

There are no restrictions on the transfer of ordinary shares.

 

Name # of Shares % of Shares
Octopus Investments Limited 1,602,564 15.42%
Henderson Global Investors Limited 1,282,051 12.33%
Harwell Capital Spc-Osirium Sp 1,224,078 11.78%
David Ashley Guyatt 1,014,840 9.76%
Interogo treasury AG 760,048 7.31%
Hargreave Hale Limited 705,127 6.78%
Unicorn AIM VCT Limited 641,025 6.17%
Kevin Lee Pearce 331,500 3.19%
Herald Investment Management Limited 320,512 3.08%

Date last updated: 15 April 2016

TDIM: OSI
SEDOL: BZ58DH1
ISN: GB00BZ58DH10

Annual and Half Yearly Reports
Future Annual and Half Yearly Reports published by the Company will be made available from this part of the website.

Notifications

 

Admission document and shareholder circulars

 

Company contact information

Registered Address
One Central Square
Cardiff
CF10 1FS

Trading Address
8 Brewery Court
Theale
Berkshire
RG7 5AH

T: +44 (0) 118 324 2444
E: info@osirium.com

Company Advisers

Nominated Adviser, Financial Adviser and Broker
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF

Auditors
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB

Solicitors
Blake Morgan LLP
6 New Street Square
London
EC4A 3DJ

PR
Hollins Communications
The Manor House
Marton Le Moor
Ripon
North Yorkshire
HG4 5DJ

Registrars
Neville Registrars Ltd
Neville House
18 Laurel Lane
Halesowen
B63 3DA