TIDMOSI TIDMTTM
RNS Number : 6843M
Osirium Technologies PLC
18 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 September 2023
RECOMMED CASH ACQUISITION
of
Osirium Technologies plc
by
SailPoint Technologies UK Ltd
(a company indirectly wholly-owned by SailPoint Parent,
L.P.)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Publication and Posting of Scheme Document
On 30 August 2023, the boards of directors of SailPoint
Technologies UK Ltd ("Bidco") and Osirium Technologies plc
("Osirium"), announced that they had reached an agreement on the
terms and conditions of a recommended cash acquisition by Bidco of
the entire issued, and to be issued, ordinary share capital of
Osirium (the "Acquisition"). It is intended that the Acquisition
will be implemented by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Publication of the Scheme Document
The board of Osirium is pleased to announce that a circular in
relation to the Scheme (the "Scheme Document"), which includes,
amongst other things, a letter from the Chairman of Osirium, the
full terms and conditions of the Scheme, a statutory explanatory
statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court
Meeting and the General Meeting and details of the actions to be
taken by Osirium Shareholders, has been published today on
Osirium's website (subject to any restrictions relating to persons
resident in Restricted Jurisdictions) at www.osirium.com.
Hard copies of the Scheme Document (or, depending on Osirium
Shareholders' communication preferences, a copy of the Scheme
Document in electronic form or via a website notification) and
Forms of Proxy for the Court Meeting and the General Meeting are
being sent today to Osirium Shareholders. For information purposes
only, persons with information rights and participants in the
Osirium EMI Plan may request a hard copy of the Scheme Document by
contacting Osirium's registrars, Neville Registrars, either in
writing to Neville House, Steelpark Road, Halesowen, West Midlands
B62 8HD, or by calling 0121 585 1131. If not already receiving hard
copy documents, Osirium Shareholders may request a hard copy of the
Scheme Document or information incorporated into the Scheme
Document by reference to another source, free of charge, by calling
Osirium's Registrar, Neville Registrars, Neville House, Steelpark
Road, Halesowen, West Midlands B62 8HD, during business hours, on
0121 585 1131 stating their name, and the address to which the hard
copy should be sent.
A letter sent to holders of options under the Osirium EMI Plan
in accordance with Rule 15 of the Code has been made available
today on Osirium's website at www.osirium.com .
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Action required and notices of the Court Meeting and the General
Meeting
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things: (i)
approval of the Scheme at the Court Meeting (or any adjournment
thereof) by a majority in number of Scheme Shareholders present and
voting (and entitled to vote), in person or by proxy, representing
75 per cent. or more in value of the Scheme Shares held by those
Scheme Shareholders (or the relevant class thereof); (ii) approval
of the Special Resolution at the General Meeting (or any
adjournment thereof) by Osirium Shareholders, representing 75 per
cent. or more in value of the votes cast at the General Meeting (in
person or by proxy); (iii) the sanction of the Scheme by the Court
(with or without modification but subject to any modification being
on terms agreed by Osirium and Bidco); and (iv) the delivery of a
copy of the Court Order to the Registrar of Companies. The Scheme
is also subject to the satisfaction or (where applicable) waiver of
the Conditions and further terms that are set out in the Scheme
Document.
Notices convening the Court Meeting and the General Meeting,
both of which will be held at the offices of Blake Morgan LLP, 6
New Street Square, London, EC4A 3DJ on 12 October 2023, are set out
in the Scheme Document. The Court Meeting will start at 11:00 a.m.
on that date and the General Meeting at 11:15 a.m. or as soon
thereafter as the Court Meeting concludes or is adjourned. Any
changes to the arrangements for the Court Meeting and the General
Meeting will be communicated to Scheme Shareholders and Osirium
Shareholders before the relevant Meeting, through Osirium's website
at www.osirium.com and by announcement through a Regulatory
Information Service.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Therefore, whether or not you intend to attend both
or either of the Court Meeting or the General Meeting, Scheme
Shareholders and Osirium Shareholders are strongly encouraged to:
(i) sign and return their Forms of Proxy by post; or (ii) transmit
a proxy appointment and voting instruction through the CREST
electronic proxy appointment service or Neville Registrars' online
voting facility as soon as possible in accordance with the
instructions printed thereon, but in any event so as to be received
by Osirium's registrar, Neville Registrars, not later than 48 hours
before the relevant Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day) or, in the case
of any adjournment, not later than 48 hours before the time fixed
for the adjourned Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day). Scheme
Shareholders and Osirium Shareholders are also strongly encouraged
to appoint "the Chairman of the meeting" as their proxy for the
General Meeting and the Court Meeting.
Recommendation
The Osirium Directors, who have been so advised by Allenby as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice,
Allenby has taken into account the commercial assessments of the
Osirium Directors. Allenby is providing independent financial
advice to the Osirium Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Osirium Directors intend to recommend
unanimously that Osirium Shareholders vote in favour of the Scheme
at the Court Meeting and the Special Resolution to be proposed at
the General Meeting.
Osirium Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
eligible Osirium Shareholders at the General Meeting, the
satisfaction or (if capable of waiver) waiver of the other
Conditions set out in the Scheme Document, and the sanction of the
Court.
If the Scheme is sanctioned as outlined above, it is expected
that the last day of dealings in, and registration of transfers of,
Osirium Shares on AIM will be the Business Day immediately prior to
the Effective Date, following which Osirium will make an
application to the London Stock Exchange for suspension of dealings
in Osirium Shares on AIM with effect by 7.30 a.m. on the Effective
Date.
It is intended that the cancellation of admission of the Osirium
Shares to trading on AIM will take effect at 7.30 a.m. on the
Business Day following the Effective Date. In addition,
entitlements to Osirium Shares held within the CREST system will be
cancelled and share certificates in respect of Scheme Shares will
cease to be valid and should, if so requested by Osirium, be sent
to Osirium for cancellation.
Osirium will make further announcements through a Regulatory
Information Service, with such announcements also being made
available on Osirium's website at www.osirium.com, in relation to
the expected timetable set out in the Appendix to this
Announcement. The dates and times given in the expected timetable
are indicative only and are based on Osirium's current expectations
and may be subject to change (including as a result of changes to
the regulatory timetable).
Current Trading
On 7 September 2023, Osirium announced its unaudited interim
results for the six months ended 30 June 2023 (the "Interim
Results"). Since that date, Osirium has made a positive start to
the second half of 2023, with a number of further customer
renewals. In addition, Osirium has continued to see a growing pool
of prospective new customers driven by its partner network and
strong reputation within its markets.
On 6 September 2023, Bidco (as the lender), Osirium Limited (as
borrower) and Osirium (as guarantor) entered into a bridge finance
facility agreement (the "Bridge Finance Facility Agreement").
Pursuant to the Bridge Finance Facility Agreement, Bidco agreed to
make available to Osirium Limited, as the operating subsidiary of
Osirium, a loan facility in an aggregate amount of up to GBP200,000
to fund the working capital needs of the Osirium Group, which was
fully drawn down on 14 September 2023. Subject to any amounts being
prepaid by Osirium, any further drawdown is subject to the consent
of Bidco, which may be granted in its sole discretion.
Information for Osirium Shareholders
If you have any questions about this Announcement, the Scheme
Document, the Court Meeting or the General Meeting, or are in any
doubt as to how to complete the Forms of Proxy or to submit your
proxies electronically or online, please contact the Company's
Registrar, Neville Registrars, by calling the shareholder helpline
on 0121 585 1131 from the UK or +44 121 585 1131 from overseas.
Lines are open between 9:00 a.m. and 5:00 p.m. Monday to Friday
(except public holidays in England and Wales). Calls from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones. Please
note that calls may be monitored or recorded and Neville Registrars
cannot provide advice on the merits of the Acquisition or the
Scheme or give any financial, legal or tax advice.
Other
A copy of this announcement and the Scheme Document shall be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Osirium's website at
www.osirium.com by no later than 12:00 noon on the Business Day
following the date of publication of the Scheme Document. For the
avoidance of doubt, the content of this website is not incorporated
into and does not form part of this announcement.
The person responsible for arranging release of this
announcement on behalf of Osirium is Martin Kay, Company
Secretary.
Enquiries
SailPoint and Bidco
c/o Cavendish
Cavendish Capital Markets Limited
(Financial Adviser to SailPoint and Bidco)
Henrik Persson
Fergus Sullivan + 44 20 7220 0500
Osirium Technologies plc
c/o Allenby
Allenby Capital Limited
(Nominated Adviser, Financial Adviser and Corporate Broker to Osirium)
James Reeve/George Payne (Corporate Finance)
Tony Quirke/Stefano Aquilino (Sales and Corporate Broking) +44 20 3328 5656
Alma PR (Financial PR adviser to Osirium)
Hilary Buchanan
Kieran Breheny
Will Ellis Hancock +44 20 3405 0205
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco and SailPoint.
Blake Morgan LLP is acting as legal adviser to Osirium.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Osirium's and
Bidco's current expected dates for the implementation of the Scheme
and is subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Osirium Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange.
Event Time and/or date(1)
Publication of Scheme Document 18 September 2023
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form) 11:00 a.m. on 10 October
2023
General Meeting (WHITE form) 11:15 a.m. on 10 October
2023
Voting Record Time 6:00 p.m. on 10 October
2023
Court Meeting 11:00 a.m. on 12 October
2023
General Meeting (5) 11:15 a.m. on 12 October
2023
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or, if capable
of waiver, waived, and the date on which the Court sanctions the
Scheme, and the Court Order(s) sanctioning the Scheme are delivered
to the Registrar of Companies. Osirium will give adequate notice of
all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such
announcement being made available on Osirium's website at
www.osirium.com and, if required by the Panel, send notice of
change(s) to Osirium Shareholders and, for information only, to
holders of options under the Osirium EMI Plan and persons with
information rights. Further updates and changes to these times will
be notified in the same way. See also note(1) .
Scheme Court Hearing a date no later than 21 days
after the satisfaction (or,
if applicable, waiver) of the
Conditions (other than Condition
2.3) and in any event prior
to the Long Stop Date ("D")
Last day for dealings in, and D+1 Business Day
for the registration of transfer
of, Osirium Shares
Scheme Record Time 6:00 p.m. on D+1 Business Day
Disablement of CREST in respect 6:00 p.m. on D+1 Business Day
of Osirium Shares
Suspension of dealings in Osirium by 7:30 a.m. on D+2 Business
Shares Days
Effective Date of the Scheme D+2 Business Days(6)
Cancellation of admission to by 7:30 a.m. on D+3 Business
trading of Osirium Shares Days
Latest date for despatch of cheques Effective Date+14 days
and crediting of CREST accounts
and processing electronic transfers
for cash consideration due under
the Scheme
Long Stop Date(7) 1 March 2024
(1) The dates and times given are indicative only and are based
on current expectations and are subject to change (including as a
result of changes to the regulatory timetable).
References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Osirium
Shareholders by announcement through a Regulatory Information
Service and, if required by the Panel, notices of the change(s)
will be sent to Osirium Shareholders and other persons with
information rights.
Participants in the Osirium EMI Plan will be contacted
separately to inform them of the effect of the Scheme on their
rights under the Osirium EMI Plan, including details of any
appropriate proposals being made and dates and times relevant to
them.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is
adjourned, 48 hours prior to the time fixed for any adjourned Court
Meeting (excluding any part of such 48 hour period falling on a day
that is not a working day). If the BLUE Form of Proxy for the Court
Meeting is not lodged by 11:00 a.m. on 10 October 2023, it may be
presented in person to the Neville Registrars' representative who
will be present at the Court Meeting, at any time prior to the
commencement of the Court Meeting (or any adjournment thereof).
(3) In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 11:15 a.m. on 10
October 2023 or, if the General Meeting is adjourned, 48 hours
prior to the time fixed for the adjourned General Meeting (
excluding any part of such 48 hour period falling on a day that is
not a working day).
(4) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:00 p.m. on the day which is two Business Days
prior to the date of the adjourned Meeting.
(5) To commence at 11:15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.
(6) Bidco expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in the Scheme Document, the
Acquisition will become Effective during the last quarter of
2023.
(7) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as may be agreed by Osirium and Bidco (with the Panel's
consent and as the Court may approve (if such approval(s) is/are
required)).
Further information
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to SailPoint and Bidco and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than SailPoint and Bidco
for providing the protections offered to clients of Cavendish or
for providing advice in connection with any matter referred to in
this announcement. Neither Cavendish nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in
connection with this announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or
implied, is made by Cavendish as to the contents of this
announcement.
Allenby Capital Limited ("Allenby"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Osirium and for no one else in connection with matters set out
in this announcement. Allenby will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Osirium for providing the protections afforded to clients of
Allenby, or for providing advice in relation to the Acquisition,
the contents of this announcement or any other matters referred to
in this announcement. Neither Allenby nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Allenby
in connection with the matters referred to in this announcement, or
otherwise. No representation or warranty, express or implied, is
made by Allenby as to the contents of this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Osirium in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the offer document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The availability of the Acquisition to Osirium Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Osirium Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into, from, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in, into, from, or by the use of mails
or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to overseas shareholders will be
included in the Scheme Document.
Notice to U.S. Osirium Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the U.S. Securities Exchange Act
of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
U.S. laws and regulations.
It may be difficult for U.S. holders of Osirium Shares to
enforce their rights and any claim arising out of the U.S. federal
laws, since Bidco and Osirium are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may
be residents of a non-U.S. jurisdiction. U.S. holders of Osirium
Shares may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. securities
laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's
judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, SailPoint, Thoma Bravo or their
nominees, or their brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Osirium Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance
with Rule 14e-5(b) of the U.S. Exchange Act, Cavendish will
continue to act as an exempt principal trader in Osirium shares on
the London Stock Exchange. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website, www.londonstockexchange.com .
U.S. Osirium Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. Osirium Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Osirium
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Osirium about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Osirium (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's, Osirium's, any
member of the SailPoint Group's or any member of the Osirium
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Bidco's, Osirium's, any member of
the SailPoint Group's or any member of the Osirium Group's
business.
Although Bidco and Osirium believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Osirium can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco and Osirium operate,
weak, volatile or illiquid capital and/or credit markets, changes
in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which
Bidco and Osirium operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Bidco nor Osirium,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Osirium Group, there may be additional changes to the Osirium
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Osirium is under any obligation, and
Bidco and Osirium expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Osirium's website at www.osirium.com by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
this website nor of any website accessible from hyperlinks set out
in this announcement is incorporated by reference or forms part of
this announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Osirium for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Osirium.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Osirium
Shareholders, persons with information rights, participants in the
Osirium EMI Plan and Osirium Convertible Loan Noteholders may
request a hard copy of this announcement, free of charge, by
contacting Allenby on +44 (0) 20 3328 5656. For persons who receive
a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Takeover
Code, such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Osirium Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Osirium may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an
Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the 2006
Act so as to acquire compulsorily the remaining Osirium Shares in
respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase Osirium Shares
otherwise than under any Offer or the Scheme, including pursuant to
privately negotiated purchases.
Disclaimer
The information contained herein does not constitute an offer to
sell, nor a solicitation of an offer to buy, any security, and may
not be used or relied upon in connection with any offer or
solicitation. Any offer or solicitation in respect of SailPoint
will be made only through a confidential private placement
memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with
applicable laws and regulations. The information contained herein
is not for publication or distribution to persons in the U.S. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of
securities to be made in the U.S. would have to be made by means of
an offering document that would be obtainable from the issuer or
its agents and would contain detailed information about the issuer
of the securities and its management, as well as financial
information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOASFIFAWEDSELU
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September 18, 2023 02:00 ET (06:00 GMT)
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