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AIM Rule 26

This section contains information in respect of the activities of Osirium and is disclosed in accordance with AIM Rule 26.

 

Last Updated: 28th September 2018

Company Overview

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 an award winning, privileged access management and cyber-security specialist. Our industry leading product suite protects critical data from cyber attacks and internal threats.

We are 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.

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.

Board of Directors

Responsibilities of the board of directors and its committees

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, Simon Hember 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.

David Guyatt

David Guyatt Co-founder & CEO

Co-founder of Osirium, the management team is led by David Guyatt, who has over 25 years’ experience in turning next…

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Simon Hember

Simon Hember Non-Executive Director

Simon is Founder and Managing Director of Acumin Consulting. Established in 1998, Acumin is a leading specialist for…

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Stephen Purdham

Stephen Purdham Non-Executive Director

Steve has spent his entire career in the technology industry, starting with International Computers Limited in 1978 before…

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Simon Lee

Simon Lee Chairman

Simon Lee is an International Advisor to Fairfax Financial, Global Advisor to SATMAP Inc, Non Executive Director of TIA…

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Rupert Hutton

Rupert Hutton CFO

Rupert served for 12 years as Finance Director of AIM quoted Atlantic Global Plc, a cloud-based project management service,…

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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 has received and reviewed such reports as it from time to time requests from the Group’s management and auditors. The Audit Committee has met at least twice a year and has unrestricted access to the Group’s auditors. The Audit Committee comprises Steve Purdham, Simon Lee and Simon Hember and has been 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 regularly reviews the effectiveness of the Audit Committee. Once any 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 responsible for making recommendations for grants of options under the New Share Option Scheme. It has met 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 Simon Hember and is chaired by Steve Purdham.

Takeover Code

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 13,554,221. The number of shares not in public hands is 6,203,034 representing 60.5% of the issued share capital.

There are no restrictions on the transfer of ordinary shares.

TDIM: OSI
SEDOL: BZ58DH1
ISN: GB00BZ58DH10

Share Breakdown

Shareholders
Octopus Investments
Harwell Capital
1798 Volantis
Unicorn Asset Mgt
Osirium Technologies Plc Directors & Related Parties
Canaccord Genuity Wealth Mgt
GAM London
Rathbone Investment Mgt
Herald Investment Mgt
Mole Valley Asset Mgt
Total
Ordinary shares of 1p each
2,336,852
1,531,890
1,414,298
1,387,293
1,216,701
1,140,707
760,000
738,050
507,079
430,924
11,463,794
Percentage holding
17.24%
11.30%
10.43%
10.24%
8.98%
8.42%
5.61%
5.45%
3.74%
3.18%
84.58%

Reports & Results

Annual General Meetings

2018

The 2018 AGM took place at the offices of Stifel, 150 Cheapside, London EC2V 6ET on Thursday, 24 May 2018 at 11:00 am.

Notice of General Meeting

Click Here

2018 Proxy Form

Click Here

2018 AGM Results

Click Here

2017

The 2017 AGM took place at the offices of Panmure Gordon (UK) Ltd, One New Change, London EC4M 9AF on Thursday, 1 June 2017 at 11:00 am.

2017 Proxy Form

Click Here

2017 AGM Results

Click Here

Company’s Constitutional Documents

Company & Advisor Contact Information

Registered Address

One Central Square
Cardiff
CF10 1FS

Trading Address

Theale Court
11-13 High Street
Theale, Berkshire,
RG7 5AH

Nominated Advisor

Stifel
150 Cheapside
London
EC2V 6ET

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

More Information