OSI Osirium Technologies Plc

TIDMOSI

RNS Number : 8339K

SailPoint Technologies, Inc.

30 August 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

30 August 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

Summary

-- The boards of directors of SailPoint Technologies UK Ltd ("Bidco") and Osirium Technologies plc ("Osirium") are pleased to announce that they have reached 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. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

   --    Under the terms of the Acquisition, each Osirium Shareholder will be entitled to receive: 

for each Osirium Share: 2.35 pence in cash

   --    The Acquisition price per Osirium Share represents a premium of approximately: 

-- 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share on 29 August 2023 (being the last Business Day before the commencement of the Offer Period);

-- 77.62 per cent. to the volume-weighted average price of 1.32 pence per Osirium Share for the one-month period ended 29 August 2023 (being the last Business Day before the commencement of the Offer Period); and

-- 48.35 per cent. to the volume-weighted average price of 1.58 pence per Osirium Share for the three-month period ended 29 August 2023 (being the last Business Day before the commencement of the Offer Period).

-- The Acquisition values Osirium's entire issued, and to be issued, ordinary share capital at approximately GBP3.11 million on a fully diluted basis and implies an enterprise value of approximately GBP6.56 million.

-- If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Osirium Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Osirium Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Osirium Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

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 resolutions to be proposed at the General Meeting as the Osirium Directors who hold Osirium Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 12,738,545 Osirium Shares (representing approximately 10.39 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

Background to and reasons for the Acquisition

-- SailPoint believes that there is a significant opportunity within the growing identity security market. Cloud-oriented enterprises around the globe are showing increasing demand for innovative and trusted solutions to address their identity security challenges. In order to rise to this market opportunity, constant innovation, delivered both organically and by acquisition, is required across product portfolios to meet the world's evolving identity security needs.

-- SailPoint has a track record of successfully making and integrating selective strategic acquisitions of businesses with complementary products and solutions. Osirium's strong technology proposition and traction with customers in attractive markets makes Osirium an excellent fit for the SailPoint Identity Security Platform.

-- SailPoint believes that the addition and integration of Osirium's core capabilities into SailPoint's existing Identity Security Platform will facilitate the development of Osirium's offering whilst providing a compelling unified platform for securing privileged and non-privileged identities to the Combined Group's customers and prospects. As a standalone business Osirium's balance sheet position and comparatively limited scale restrict its ability to meet the demand for identity security challenges. SailPoint believes that Osirium will benefit from increased scale and financial resilience within a larger enterprise with enhanced sector and regional capabilities, by unlocking enterprise opportunities for Osirium as part of a unified Identity Security Platform.

Background to and reasons for the recommendation

-- Since its admission to AIM in 2016, Osirium has made significant progress in building an established, loyal client base whilst continuing to invest in its cybersecurity solutions. Notwithstanding this significant progress, Osirium has remained dependant on the ability to access equity capital to fund working capital. As at 30 June 2023, Osirium's unaudited cash balance was GBP0.22 million. Cash levels continue to be carefully managed and despite the positive trading momentum in the first half of the year, the Osirium Directors anticipate that Osirium will be required to raise additional capital before the end of 2023, as well as implementing additional cost saving measures.

-- With a strategy to bring forward the point of cashflow break even, in 2022 Osirium commenced a cost restructuring exercise, of which GBP0.65 million of annualised cost savings was implemented in the financial year ended 31 December 2022, and GBP0.35 million of annualised cost savings has been implemented in the financial year ending 31 December 2023. In December 2022, Osirium completed a capital raising to position Osirium to capture market opportunities available and to deliver long term shareholder value. Since the fundraise, the Osirium Directors' immediate focus has been on growing Osirium's annualised recurring revenues and steadily bringing forward Osirium's cash flow break-even point by actioning further cost savings during the current financial year.

-- The Osirium Directors are confident that, with the initiatives taken to improve gross margins, cost savings and the rate of pipeline conversion, Osirium could continue to grow and generate sustained returns to Osirium Shareholders but recognise that there are risks to, as well as uncertainty around, the timing and impact of these initiatives. Notwithstanding this confidence in Osirium's standalone prospects, the Osirium Directors recognise the benefits of scale when operating in a global competitive market.

-- The Osirium Directors believe that the current market capitalisation of Osirium, and current market conditions, will adversely impact the ability to raise new capital at sensible valuations and, therefore, their ability to optimise Osirium's growth over the medium term. The Osirium Directors also consider that the conversion rights attributable to the Osirium Convertible Loan Notes have limited Osirium's capital raising ability at the time of Osirium's recent fundraisings due to the dilutive effect if such conversion rights were to be exercised and believe that this would continue to negatively impact Osirium's ability to raise capital in the near future. The Acquisition provides an opportunity for Osirium to redeem the Osirium Convertible Loan Notes.

-- In considering its recommendation of the Acquisition, the Osirium Directors have taken into account the risks inherent in the continued execution of its strategy on a standalone basis, Osirium's current trading environment, and the potential for future growth in equity value for Osirium Shareholders against the certainty of the Acquisition as a cash offer. The Osirium Directors believe that the terms of the Acquisition fairly recognise the medium-term prospects and growth potential of Osirium as a standalone business.

-- The Acquisition provides Osirium Shareholders with an immediate, certain and attractive cash value. The Osirium Directors recognise that the market in Osirium Shares is relatively illiquid, with average daily volumes traded during the twelve-month period ended 29 August 2023 being only 945,406 Osirium Shares. This makes it challenging for Osirium Shareholders to monetise their holdings should they so wish. The Acquisition therefore provides the opportunity for Osirium Shareholders to realise their entire investment in cash.

-- Therefore, after careful consideration of the Acquisition, the Osirium Board has concluded that the Acquisition represents good value given the balance of future opportunities and risks facing Osirium.

-- Furthermore, the Osirium Board notes that the Acquisition represents a premium of approximately:

-- 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share on 29 August 2023 (being the last Business Day before the commencement of the Offer Period);

-- 77.62 per cent. to the volume-weighted average price of 1.32 pence per Osirium Share over the one-month period ended on 29 August 2023 (being the last Business Day before the commencement of the Offer Period); and

-- 48.35 per cent. to the volume-weighted average price of 1.58 pence per Osirium Share over the three-month period ended on 29 August 2023 (being the last Business Day before the commencement of the Offer Period).

Irrevocable undertakings, letter of intent and agreement and Rule 15 Waiver and Redemption Agreements

Irrevocable undertakings

-- Bidco has received irrevocable undertakings from all the Osirium Directors who hold Osirium Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of their own holdings over which they have control, being, in aggregate, 12,738,545 Osirium Shares (representing approximately 10.39 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. These undertakings will remain binding in the event that a higher competing offer for Osirium is made.

-- Bidco has also received irrevocable undertakings from certain Osirium Shareholders who are close relatives of certain of the Osirium Directors to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 584,550 Osirium Shares (representing approximately 0.48 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement). These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

-- Bidco has also received irrevocable undertakings from certain other Osirium Shareholders, being Nicholas Slater and Mark and Dorothy Horrocks, to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 20,504,545 Osirium Shares (representing approximately 16.73 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement). These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

-- SailPoint has also received irrevocable undertakings from certain of the Osirium Convertible Loan Noteholders (or their affiliates), being Octopus AIM VCT plc, Octopus AIM VCT 2 plc, Unicorn AIM VCT plc and Herald Investment Trust plc, to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 13,441,922 Osirium Shares (representing approximately 10.97 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

Letter of intent and agreement

-- In addition to the irrevocable undertakings referred to above, SailPoint and Bidco have received a non-binding letter of intent and agreement from one of the Osirium Convertible Loan Noteholders, being Hargreave Hale AIM VCT plc, to instruct the relevant custodian holding legal title to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings, in respect of, in aggregate, 608,495 Osirium Shares (representing approximately 0.50 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement.

-- Further details of these irrevocable undertakings and the letter of intent and agreement, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

Rule 15 Waiver and Redemption Agreements

-- Bidco has also entered into the Rule 15 Waiver and Redemption Agreements with all of the Osirium Convertible Loan Noteholders. Pursuant to the Rule 15 Waiver and Redemption Agreements, all of the Osirium Convertible Loan Noteholders have: (i) waived their rights to exercise, including the right to be granted the opportunity to exercise, their rights to convert the Osirium Convertible Loan Notes into Osirium Shares pursuant to the Osirium Convertible Note Instrument; and (ii) undertaken and agreed not to sell, transfer, redeem, convert, encumber (to the extent within their power) or otherwise dispose of or exercise any rights in respect of, whether pursuant to the Osirium Convertible Note Instrument or otherwise, the Osirium Convertible Loan Notes.

Totals

-- Bidco and SailPoint have, therefore, together received irrevocable undertakings in respect of a total of 47,269,562 Osirium Shares (representing approximately 38.57 per cent. of the existing issued ordinary share capital of Osirium), and Rule 15 Waiver and Redemption Agreements in respect of waivers of, and undertakings not to exercise, conversion, redemption or transfer rights in respect of GBP2,700,000.00 Osirium Convertible Loan Notes (representing 100 per cent. of the Osirium Convertible Loan Notes), as at 29 August 2023, being the Business Day prior to the date of this announcement.

Information on Bidco and SailPoint

-- Bidco is a private limited company incorporated in England and Wales and is indirectly owned by SailPoint. Bidco provides the SailPoint Group with sales and marketing support as well as implementation services for enterprise identity governance solutions within the UK.

-- SailPoint is a leading provider of identity security for the modern enterprise. SailPoint's intelligent, autonomous, and integrated solutions put identity security at the core of digital business operations, enabling even the most complex organisations across the globe to build a security foundation capable of defending against today's most pressing threats.

-- SailPoint has over 2,200 customers, including 48% of the Fortune 500, and over 2,400 employees across several offices worldwide including its headquarters in Austin and offices in United Kingdom, India, Israel, France, Japan and Australia. SailPoint's Identity Security Platform includes solutions for SaaS-based security for all digital identities, non-employee risk management, access risk management and data access governance.

Information on Osirium

   --    Osirium is a public limited company incorporated in England and Wales and quoted on AIM. 

-- Osirium is a UK-based cybersecurity software provider and SaaS vendor delivering privileged access management, privileged endpoint management and IT process automation solutions. Osirium's customers use its privileged access management technology to control third party access, protect them against insider threats and demonstrate rigorous compliance. Osirium's award-winning task and process automation solutions saves time and cost by automating complex, multi-system processes securely, allowing them to be delegated to help-desk engineers or end-users and to free up specialist IT resources. Osirium's privileged endpoint management solution balances security and productivity by removing risky local administrator rights from users, while at the same time allowing escalated privileges for specific applications. Osirium's products are implemented across a wide range of sectors and customers across a growing number of geographies, including the UK, Europe, the Middle East, Asia and North America.

-- Osirium has a total of approximately 170 active customers across a range of markets with the majority of such customers located in the UK. Osirium employs approximately 40 staff including those in sales, marketing, product engineering, professional services and product support. By operating a "channel-first" sales model that uses distribution and resellers, Osirium is able to effectively market and sell its products internationally.

Timetable and conditions

-- It is intended that the Acquisition will be implemented by way of a court--sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement).

-- The terms of the Acquisition will be put to Osirium Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable Osirium Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Osirium Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Osirium Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

-- The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document.

-- It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to Osirium Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as Osirium, Bidco and the Panel agree) and the Meetings are expected to be held as soon as reasonably practicable thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Osirium's website at www.osirium.com.

-- The Acquisition is currently expected to complete during the last quarter of 2023, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.

   --    C ommenting on this announcement, David Guyatt , the Chair of Osirium , said: 

"As a regional UK privileged access management vendor founded in 2008 and listed on AIM in 2016, despite innovative and customer recognised solutions, Osirium has been challenged in achieving the critical mass necessary to compete with the other large and well-established PAM vendors. The Acquisition will provide the scale, recognition and resources that will enable the full potential of Osirium's world class PAM, EPM and PPA solutions.

Further, I believe that the Acquisition fairly recognises the medium-term prospects and growth potential of Osirium as a standalone business and provides Osirium Shareholders with an immediate and certain value in cash."

   --    Commenting on this announcement, Mark McClain, the CEO of SailPoint, said: 

"We are pleased to have reached agreement with the Board of Osirium on the terms of Bidco's proposed Acquisition of Osirium. The Acquisition will bring Osirium's core capabilities into SailPoint's existing Identity Security platform providing a compelling unified platform for securing privileged and non-privileged identities for our customers. We look forward to completing the Acquisition and working with the Osirium team."

This summary should be read in conjunction with the following announcement and the Appendices. The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

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

Enquiries

 
 SailPoint and Bidco 
  c/o finnCap 
 finnCap (Financial Adviser to SailPoint 
  and Bidco) 
  Henrik Persson 
  Fergus Sullivan                           + 44 20 7220 0500 
 Osirium 
  c/o Allenby 
 Allenby (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.

Further information

finnCap Ltd ("finnCap"), 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 finnCap or for providing advice in connection with any matter referred to in this announcement. Neither finnCap 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 finnCap in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by finnCap 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, finnCap 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.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Osirium confirms that, as at 29 August 2023, it had in issue 122,548,681 ordinary shares of 1 pence each. The ISIN for the shares is GB00BZ58DH10.

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.

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

30 August 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

   1          Introduction 

The boards of directors of Bidco and Osirium are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Osirium.

It is intended that the Acquisition will be implemented by way of a court--sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

   2          The Acquisition 

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each Osirium Shareholder will be entitled to receive:

for each Osirium Share: 2.35 pence in cash

The Acquisition price per Osirium Share represents a premium of approximately:

-- 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share on 29 August 2023 (being the last Business Day before the commencement of the Offer Period);

-- 77.62 per cent. to the volume-weighted average price of 1.32 pence per Osirium Share for the one-month period ended 29 August 2023 (being the last Business Day before the commencement of the Offer Period); and

-- 48.35 per cent. to the volume-weighted average price of 1.58 pence per Osirium Share for the three-month period ended 29 August 2023 (being the last Business Day before the commencement of the Offer Period).

The Acquisition values Osirium's entire issued, and to be issued, ordinary share capital at approximately GBP3.11 million on a fully diluted basis and implies an enterprise value of approximately GBP6.56 million.

The Osirium Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre--emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Osirium Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Osirium Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Osirium Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

   3          Background to and reasons for the Acquisition 

SailPoint believes that there is a significant opportunity within the growing identity security market. Cloud-oriented enterprises around the globe are showing increasing demand for innovative and trusted solutions to address their identity security challenges. In order to rise to this market opportunity, constant innovation, delivered both organically and by acquisition, is required across product portfolios to meet the world's evolving identity security needs.

SailPoint has a track record of successfully making and integrating selective strategic acquisitions of businesses with complementary products and solutions. Osirium's strong technology proposition and traction with customers in attractive markets makes Osirium an excellent fit for the SailPoint Identity Security Platform.

SailPoint believes that the addition and integration of Osirium's core capabilities into SailPoint's existing Identity Security Platform will facilitate the development of Osirium's offering whilst providing a compelling unified platform for securing privileged and non-privileged identities to the Combined Group's customers and prospects. As a standalone business Osirium's balance sheet position and comparatively limited scale restrict its ability to meet the demand for identity security challenges. SailPoint believes that Osirium will benefit from increased scale and financial resilience within a larger enterprise with enhanced sector and regional capabilities, by unlocking enterprise opportunities for Osirium as part of a unified Identity Security Platform.

   4          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 resolutions to be proposed at the General Meeting as the Osirium Directors who hold Osirium Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 12,738,545 Osirium Shares (representing approximately 10.39 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

   5          Background to and reasons for the recommendation 

Since its admission to AIM in 2016, Osirium has made significant progress in building an established, loyal client base whilst continuing to invest in its cybersecurity solutions. Notwithstanding this significant progress, Osirium has remained dependant on the ability to access equity capital to fund working capital. As at 30 June 2023, Osirium's unaudited cash balance was GBP0.22 million. Cash levels continue to be carefully managed and despite the positive trading momentum in the first half of the year, the Osirium Directors anticipate that Osirium will be required to raise additional capital before the end of 2023, as well as implementing additional cost saving measures.

With a strategy to bring forward the point of cashflow break even, in 2022 Osirium commenced a cost restructuring exercise, of which GBP0.65 million of annualised cost savings was implemented in the financial year ended 31 December 2022, and GBP0.35 million of annualised cost savings has been implemented in the financial year ending 31 December 2023. In December 2022, Osirium completed a capital raising to position Osirium to capture market opportunities available and to deliver long term shareholder value. Since the fundraise, the Osirium Directors' immediate focus has been on growing Osirium's annualised recurring revenues and steadily bringing forward Osirium's cash flow break-even point by actioning further cost savings during the current financial year.

The Osirium Directors are confident that, with the initiatives taken to improve gross margins, cost savings and the rate of pipeline conversion, Osirium could continue to grow and generate sustained returns to Osirium Shareholders but recognise that there are risks to, as well as uncertainty around, the timing and impact of these initiatives. Notwithstanding this confidence in Osirium's standalone prospects, the Osirium Directors recognise the benefits of scale when operating in a global competitive market.

The Osirium Directors believe that the current market capitalisation of Osirium, and current market conditions, will adversely impact the ability to raise new capital at sensible valuations and, therefore, their ability to optimise Osirium's growth over the medium term. The Osirium Directors also consider that the conversion rights attributable to the Osirium Convertible Loan Notes have limited Osirium's capital raising ability at the time of Osirium's recent fundraisings due to the dilutive effect if such conversion rights were to be exercised and believe that this would continue to negatively impact Osirium's ability to raise capital in the near future. The Acquisition provides an opportunity for Osirium to redeem the Osirium Convertible Loan Notes.

In considering its recommendation of the Acquisition, the Osirium Directors have taken into account the risks inherent in the continued execution of its strategy on a standalone basis, Osirium's current trading environment, and the potential for future growth in equity value for Osirium Shareholders against the certainty of the Acquisition as a cash offer. The Osirium Directors believe that the terms of the Acquisition fairly recognise the medium-term prospects and growth potential of Osirium as a standalone business.

The Acquisition provides Osirium Shareholders with an immediate, certain and attractive cash value. The Osirium Directors recognise that the market in Osirium Shares is relatively illiquid, with average daily volumes traded during the twelve-month period ended 29 August 2023 being only 945,406 Osirium Shares. This makes it challenging for Osirium Shareholders to monetise their holdings should they so wish. The Acquisition therefore provides the opportunity for Osirium Shareholders to realise their entire investment in cash.

Therefore, after careful consideration of the Acquisition, the Osirium Board has concluded that the Acquisition represents good value given the balance of future opportunities and risks facing Osirium.

Furthermore, the Osirium Board notes that the Acquisition represents a premium of approximately:

-- 95.83 per cent. to the Closing Price of 1.20 pence per Osirium Share on 29 August 2023 (being the last Business Day before the commencement of the Offer Period);

-- 77.62 per cent. to the volume-weighted average price of 1.32 pence per Osirium Share over the one-month period ended on 29 August 2023 (being the last Business Day before the commencement of the Offer Period); and

-- 48.35 per cent. to the volume-weighted average price of 1.58 pence per Osirium Share over the three-month period ended on 29 August 2023 (being the last Business Day before the commencement of the Offer Period).

   6          Information relating to Bidco, SailPoint and Thoma Bravo 

Bidco

Bidco is a private limited company incorporated in England and Wales and is indirectly owned by SailPoint. Bidco provides the SailPoint Group with sales and marketing support as well as implementation services for enterprise identity governance solutions within the UK.

The current directors of Bidco are Mark David McClain and Christopher Glenn Schmitt. Further details in relation to Bidco will be contained in the Scheme Document.

SailPoint

SailPoint is a leading provider of identity security for the modern enterprise. SailPoint's intelligent, autonomous, and integrated solutions put identity security at the core of digital business operations, enabling even the most complex organisations across the globe to build a security foundation capable of defending against today's most pressing threats.

SailPoint has over 2,200 customers, including 48% of the Fortune 500, and over 2,400 employees across several offices worldwide including its headquarters in Austin and offices in United Kingdom, India, Israel, France, Japan and Australia. SailPoint's Identity Security Platform includes solutions for SaaS-based security for all digital identities, non-employee risk management, access risk management and data access governance.

Thoma Bravo

Thoma Bravo is one of the largest private equity firms in the world, with more than $127 billion in assets under management. Thoma Bravo invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. In the technology industry, Thoma Bravo is one of the world's most active private equity firms, having completed over 441 acquisitions representing over $185 billion in aggregate enterprise value. The firm has offices in New York, Chicago, Miami, San Francisco and London.

   7          Information relating to Osirium 

Osirium is a public limited company incorporated in England and Wales and quoted on AIM.

Osirium is a UK-based cybersecurity software provider and SaaS vendor delivering privileged access management, privileged endpoint management and IT process automation solutions. Osirium's customers use its privileged access management technology to control third party access, protect them against insider threats and demonstrate rigorous compliance. Osirium's award-winning task and process automation solutions saves time and cost by automating complex, multi-system processes securely, allowing them to be delegated to help-desk engineers or end-users and to free up specialist IT resources. Osirium's privileged endpoint management solution balances security and productivity by removing risky local administrator rights from users, while at the same time allowing escalated privileges for specific applications. Osirium's products are implemented across a wide range of sectors and customers across a growing number of geographies, including the UK, Europe, the Middle East, Asia and North America.

Osirium has a total of approximately 170 active customers across a range of markets with the majority of such customers located in the UK. Osirium employs approximately 40 staff including those in sales, marketing, product engineering, professional services and product support. By operating a "channel-first" sales model that uses distribution and resellers, Osirium is able to effectively market and sell its products internationally.

   8          Irrevocable undertakings and Letter of intent and agreement 

Irrevocable undertakings

As described above, Bidco has received irrevocable undertakings from all the Osirium Directors who hold Osirium Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of their own holdings over which they have control, being, in aggregate, 12,738,545 Osirium Shares (representing approximately 10.39 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. These undertakings will remain binding in the event that a higher competing offer for Osirium is made.

Bidco has also received irrevocable undertakings from certain Osirium Shareholders who are close relatives of certain of the Osirium Directors to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 584,550 Osirium Shares (representing approximately 0.48 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement). These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

Bidco has also received irrevocable undertakings from certain other Osirium Shareholders, being Nicholas Slater and Mark and Dorothy Horrocks, to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 20,504,545 Osirium Shares (representing approximately 16.73 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement). These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

SailPoint has also received irrevocable undertakings from certain of the Osirium Convertible Loan Noteholders (or their affiliates), being Octopus AIM VCT plc, Octopus AIM VCT 2 plc, Unicorn AIM VCT plc and Herald Investment Trust plc, to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 13,441,922 Osirium Shares (representing approximately 10.97 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement. These undertakings will also remain binding in the event that a higher competing offer for Osirium is made.

Letter of intent and agreement

In addition to the irrevocable undertakings referred to above, SailPoint and Bidco have received a non-binding letter of intent and agreement from one of the Osirium Convertible Loan Noteholders, being Hargreave Hale AIM VCT plc , to instruct the relevant custodian holding legal title to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings, in respect of, in aggregate, 608,495 Osirium Shares (representing approximately 0.50 per cent. of the existing issued ordinary share capital of Osirium) as at 29 August 2023, being the Business Day prior to the date of this announcement.

Totals

Bidco and SailPoint have, therefore, together received irrevocable undertakings in respect of a total of 47,269,562 Osirium Shares (representing approximately 38.57 per cent. of the existing issued ordinary share capital of Osirium), as at 29 August 2023, being the Business Day prior to the date of this announcement.

Further details of these irrevocable undertakings and the letter of intent and agreement, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

   9          Osirium convertible loan notes and Rule 15 Waiver and Redemption Agreements 

The Osirium Convertible Loan Noteholders have been contacted regarding the effect of the Acquisition on their rights in respect of the Osirium Convertible Loan Notes and have each entered into a Rule 15 Waiver and Redemption Agreement with Bidco in respect of their Osirium Convertible Loan Notes.

Rule 15 Waiver and Redemption Agreements

The following Osirium Convertible Loan Noteholders, being all of the Osirium Convertible Loan Noteholders, have each entered into a Rule 15 Waiver and Redemption Agreement with Bidco in respect of their Osirium Convertible Loan Notes:

 
 Name                      Total Number of        Percentage of existing 
                            Osirium Convertible    Osirium Convertible 
                            Loan Notes             Loan Notes 
 Octopus AIM VCT 
  plc                                   600,000                   22.22% 
 Octopus AIM VCT 
  2 plc                                 400,000                   14.81% 
 Unicorn AIM VCT 
  plc                                   500,000                   18.52% 
 Herald Investment 
  Trust plc (held 
  by BNY (OSC) Nominees 
  Limited)                              400,000                   14.81% 
 Hargreave Hale 
  AIM VCT plc (held 
  by CGWL Nominees 
  Limited )                             800,000                   29.63% 
 Total                                2,700,000                     100% 
 

Pursuant to the Rule 15 Waiver and Redemption Agreements, the Osirium Convertible Loan Noteholders have, amongst other things, each agreed:

(i) that in order to facilitate acceptance of and agreement to the Notes Offer, having received Panel consent to provide such waiver, to waive all and any rights arising to the benefit of the Osirium Convertible Loan Noteholders under Rule 15 of the Code in connection with the Acquisition and/or the Notes Offer, and in particular (but not only) to waive all and any rights of the Osirium Convertible Loan Noteholders to receive an appropriate offer or proposal in respect of the Osirium Convertible Loan Notes at a price at least equal to the "see through" value (having the meaning given to it in the Code).

(ii) that Bidco shall procure that Osirium shall exercise its right to implement the Redemption conditional only upon, as applicable:

   (a)        the Scheme becoming effective in accordance with its terms; or 
   (b)        the Offer becoming unconditional for the purposes of the Code. 

(iii) to waive its rights to exercise, including the right to be granted the opportunity to exercise, its rights to convert the Osirium Convertible Loan Notes into Osirium Shares pursuant to the Osirium Convertible Note Instrument;

(iv) not to sell, transfer, redeem, convert, encumber (to the extent within their power) or otherwise dispose of or exercise any rights in respect of, whether pursuant to the Osirium Convertible Note Instrument or otherwise, the Osirium Convertible Loan Notes;

(v) to amend certain provisions of the Osirium Convertible Loan Note Instrument to facilitate the Redemption; and

   (vi)   to provide certain warranties in connection with the Redemption. 

The Rule 15 Waiver and Redemption Agreements will lapse and cease to have effect on the earlier of the following occurrences: (I) if any material term of the Acquisition, including the offer price, the price for the Osirium Convertible Loan Notes pursuant to the Notes Offer, or such other material term of the Acquisition is amended in any way which would have an adverse effect on the Osirium Convertible Loan Noteholder, except for such amendments as are: (a) agreed between Bidco and the Osirium Convertible Loan Noteholders in writing; (b) explicitly contemplated by this announcement; or (c) otherwise required by applicable law or requested by the Panel; (II) if any member of the SailPoint Group announces under Rule 2.8 of the Code that it does not intend to make or proceed with the Acquisition; (III) subject to Bidco having released this announcement: (a) by 6.00 p.m. London time on the Long Stop Date, provided that the Scheme has not become effective or the Offer has not become unconditional before such time; (b) if the Scheme is withdrawn or lapses for the purposes of the Code (save where Bidco has exercised its right to switch from the Scheme to an Offer prior to such withdrawal or lapse); (IV) subject to Bidco having released this announcement and having exercised its right to switch from the Scheme to an Offer: (a) if the offer document has not been published by 11:59 p.m. on the 28(th) calendar day following the announcement of such exercise of the right to switch from the Scheme to an Offer (or such later time or date as agreed between the Osirium Convertible Loan Noteholders, Bidco and Osirium, with the approval of the Panel if required); or (b) the Offer lapses for the purposes of the Code; and/or (V) if any competing offer for the issued and to be issued share capital of Osirium is made which is declared wholly unconditional (if implemented by way of an Offer) or otherwise becomes effective (if implemented by way of a Scheme) for the purposes of the Code.

For the avoidance of doubt, the Rule 15 Waiver and Redemption Agreements will remain binding in the event that a higher competing offer for Osirium is made.

Bidco and SailPoint have, therefore, together received irrevocable undertakings in respect of a total of 47,269,562 Osirium Shares (representing approximately 38.57 per cent. of the existing issued ordinary share capital of Osirium), and Rule 15 Waiver and Redemption Agreements in respect of waivers of, and undertakings not to exercise, conversion, redemption or transfer rights in respect of GBP2,700,000.00 Osirium Convertible Loan Notes (representing 100 per cent. of the Osirium Convertible Loan Notes), as at 29 August 2023, being the Business Day prior to the date of this announcement.

   10        Financing of the Acquisition 

The cash consideration payable by Bidco under the terms of the Acquisition will be funded from the existing cash resources of the SailPoint Group.

finnCap, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Osirium Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

   11        Offer--related arrangements 

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and Osirium have, amongst other things, each agreed to: (i) certain provisions if the Scheme should switch to an Offer; (ii) cooperate in preparing and implementing appropriate proposals in relation to the Osirium EMI Plan; and (iii) certain confidentiality provisions appropriate in the context of the Acquisition.

The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, if prior to the Long Stop Date a third party announces a possible or firm intention to make an offer for Osirium which completes, becomes effective or becomes unconditional, if prior to the Long Stop Date any Condition has been invoked by Bidco (where permitted by the Panel), if the Osirium Directors withdraw their recommendation of the Acquisition or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date unless otherwise agreed between Bidco and Osirium.

Pursuant to the terms of the Cooperation Agreement and the requirements of Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to Osirium and the Panel on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions (as defined therein)); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

Cost Coverage Agreement

On 15 August 2023, Bidco and Osirium entered into an agreement under which Bidco has undertaken to pay Osirium all reasonable documented legal and financial fees, costs and expenses of Osirium's professional advisers (including Allenby and Blake Morgan) reasonably and properly incurred or paid in connection with the Acquisition, up to and including the date of the relevant cost coverage trigger event, up to a maximum amount of GBP210,000 (inclusive of any VAT payable thereon) in the event that, among other things, Bidco did not intend to make or proceed with the Acquisition and no new, revised or replacement Scheme or Offer was announced at the same time.

Such payment would not be payable in the event that, among other things, the Osirium Board withdraws or adversely modifies or adversely qualifies the terms of its recommendation, or if a competing proposal is recommended by the Osirium Board or completes, becomes effective or becomes or is declared unconditional.

   12        Disclosure of interests in Osirium securities 

Except for the irrevocable undertakings, letter of intent and agreement and Rule 15 Waiver and Redemption Agreements referred to in paragraphs 8 and 9 above and Appendix 3 , as at 29 August 2023 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any Osirium Shares or securities convertible or exchangeable into Osirium Shares, or (ii) had any short positions in respect of relevant securities of Osirium (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Osirium (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

   13        Directors, management, employees, pensions, research and development and locations 

Strategic plans for Osirium

As set out in paragraph 3 above, SailPoint believes that the addition and integration of Osirium's core capabilities into SailPoint's existing Identity Security Platform will facilitate the development of Osirium's offering whilst providing a compelling unified platform for securing privileged and non-privileged identities to the Combined Group's customers and prospects.

Consistent with acquisitions SailPoint has made in the past, SailPoint plans to combine and integrate Osirium's business into SailPoint following the completion of the Acquisition so that it can incorporate Osirium's products into its Identity Security solutions, and because it believes there is the potential for Osirium's business to improve its operating margins and generate economies of scale as part of SailPoint.

SailPoint anticipates using the 90-day period following completion of the Acquisition to develop a detailed integration plan, including whether there are any opportunities to reduce duplication of operating and back office processes. SailPoint will in particular review processes including accounting, billing, customer renewals, information technology support, procurement, and handling of accounts payable and accounts receivable with a view to moving Osirium's operations onto SailPoint's platforms for such processes. SailPoint would aim to complete such onboarding procedures as soon as reasonably practicable, and anticipates finalising the onboarding within the first 120 days, following completion of the Acquisition. This planning exercise will aim to optimise the integration of Osirium's products, customer services and complementary functions and will also seek to confirm the existence and extent of any potential overlaps between SailPoint and Osirium.

Further, subject to the findings of this integration planning exercise, SailPoint will explore rationalising Osirium's use of outsourced resources by redirecting the relevant functions to internal resources and existing SailPoint vendors. Similarly, SailPoint will consider a rationalisation of Osirium's customer base and to establish a strategic approach to renewal and managed expiry of existing Osirium customer agreements.

SailPoint believes that the integration of targeted complementary functions, reducing and streamlining the number of outsourced arrangements and rationalising customer servicing once Osirium is part of the SailPoint Group could also lead to operating efficiencies and margin improvements.

Employees and management

SailPoint recognises the significant contribution made by Osirium's management team and employees to Osirium's development to date and attaches importance to their market understanding and knowledge of Osirium's business, technology, product offering and stakeholders, especially regarding the research and development function.

As set out above, following the completion of the Acquisition, SailPoint intends to complete a detailed review to inform the process for integrating the Osirium business into the SailPoint Group. As part of this review, SailPoint intends to discuss with, and further draw upon, Osirium management's experience to gain a detailed understanding of the Osirium organisation, and the roles and responsibilities of employees within the business.

SailPoint's preliminary analysis to identify potential synergies across the SailPoint Group and the Osirium Group indicates that there will be a degree of duplication within functions including sales and marketing, customer services, and other general and administrative functions which may no longer be relevant for Osirium as a part of the SailPoint Group, for example in central functions (such as finance, IT and human resources) and certain limited roles relating to Osirium being a publicly listed company. During the 90-day detailed integration review period following completion of the Acquisition, SailPoint intends to complete a comprehensive organisational review, engagement and planning exercise following the Acquisition which will involve a range of stakeholders, including any affected employees and any appropriate employee representative bodies. Any internal reorganisation plans undertaken by SailPoint will take place as part of the integration of Osirium into SailPoint.

SailPoint's intention is to approach management and employee integration with the aim of retaining and motivating the best talent to augment its focus on creating a best-in-class organisation. Based upon the due diligence carried out to date by SailPoint, the removal of duplicative functions as referred to above between the two businesses could involve material headcount reductions in the 12 months following the completion of the Acquisition representing up to 40 per cent of Osirium's current employees. The reduction in duplication of the functions described above may therefore result in a change to the balance of skills and functions of the employees and management of Osirium in those areas. No such material headcount reductions would proceed without comprehensive planning or the appropriate conclusion of all applicable information and consultation procedures with employees and their representatives. With significant operations and over 2,400 employees across the SailPoint Group internationally, SailPoint perpetually recruits for the best talent across its operational footprint. SailPoint intends to encourage affected Osirium employees to apply for available applicable alternative job roles within the SailPoint Group. In respect of affected Osirium employees, such alternative job roles are most likely to be located in the UK. Any affected employees will be treated in a manner consistent with SailPoint's high standards, culture and practices.

Upon and following completion of the Acquisition, SailPoint intends to align the conditions of employment of Osirium's management and employees with SailPoint's employment policies, and confirms that it intends to fully safeguard the existing contractual and statutory employment rights of all of Osirium's management and employees.

It is intended that, with effect from the Effective Date, each of Osirium's two non-executive directors will resign from their office as a director of Osirium.

Management incentive arrangements

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of Osirium. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with any members of Osirium's management, but may have discussions and enter into such discussions for certain members of the Osirium management team following the Effective Date.

Pension schemes

Osirium does not operate or contribute to any defined benefit pension schemes in respect of its employees. It does, however, operate a defined contribution pension scheme. SailPoint intends to fully safeguard the existing contractual and statutory employment rights, including in relation to pensions, of all Osirium management and employees and to comply with all applicable law in connection with the provision of retirement benefits.

Headquarters, locations, fixed assets and research and development

Consistent with SailPoint's plan to integrate Osirium's business into SailPoint following the completion of the Acquisition, SailPoint intends to consolidate Osirium's operating location, being its headquarters, into the existing SailPoint global footprint by way of non-renewal of lease upon expiry or lease exit. Alongside virtual working practices, SailPoint expects that all of the retained Osirium employees, taking into account the headcount reductions described above, and other Osirium functions will be migrated as soon as possible following completion of the Acquisition, to SailPoint's existing UK office space, in Woking, England. To the extent possible, SailPoint intends to seek to consolidate the UK location within 12 months.

SailPoint recognises the value of Osirium's intellectual property and its utility to the operations of the wider SailPoint Group. Accordingly, SailPoint intends to undertake a reorganisation to transfer Osirium's intellectual property (in particular, patents and software) to the SailPoint Group's key operating company in the US and align the holding of intellectual property with SailPoint's central operations. Any Osirium intellectual property required for the performance of customer agreements in the UK would be licensed to the relevant SailPoint Group entity.

Such reorganisation would ultimately seek to merge the Osirium business with the operations of Bidco and would therefore be supported as appropriate by the transfer of all of the retained Osirium employees, taking into account the headcount reductions described above, to Bidco as soon as possible following completion of the Acquisition and rationalisation of the Osirium corporate structure. In respect of the customer contracts, SailPoint is considering streamlining the customer base of the Combined Group either by way of entering into new contracts with customers or by allowing expiry or non-renewal of existing contracts.

SailPoint values the investment that Osirium has made in its technology and the infrastructure and expertise within Osirium to maintain and develop its product offering. In particular, SailPoint intends to maintain the current Osirium research and development function, the structure of which SailPoint will seek to understand better during the post-completion 90-day review period in order to evaluate avenues for integrating, and improving the performance of, the function within the SailPoint Group. SailPoint does not anticipate any headcount reduction within the research and development function of Osirium as part of this integration process.

Trading Facilities

The Osirium Shares are currently traded on AIM and, as set out in paragraph 16 below, a request will be made to the London Stock Exchange to cancel the admission to trading on AIM of the Osirium Shares, to take effect from or shortly after the Effective Date. As stated in paragraph 16, dealings in Osirium Shares will be suspended prior to the Effective Date and thereafter there will be no trading facilities in relation to Osirium Shares.

None of the statements in this paragraph 13 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

   14        Osirium EMI Plan 

Participants in the Osirium EMI Plan will be contacted regarding the effect of the Acquisition on their options under the Osirium EMI Plan and an appropriate proposal will be made to such participants which reflects their options under the Osirium EMI Plan in due course. This will include the opportunity for participants to elect to receive a cash payment as an alternative to exercising their options, such cash payment being equal to: (i) the gain they would receive if they were to exercise their options and sell the resulting Osirium Shares; plus (ii) an amount to reflect any additional tax participants would be liable to pay as a result of choosing to receive the cash alternative payment. Details of the impact of the Scheme on the Osirium EMI Plan and the proposals will be set out in the Scheme Document.

   15        Scheme process 

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and Osirium may, with the consent of the Panel, agree and, if required, the Court may approve):

-- a resolution to approve the Scheme is passed by a majority in number of Osirium Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Osirium Shareholders;

-- the resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of Osirium Shareholders at the General Meeting;

-- following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and Osirium); and

-- following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

-- the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Osirium);

-- the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Osirium); or

-- the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and Osirium may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Osirium, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from Osirium Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the last quarter of 2023.

Upon the Scheme becoming Effective: (i) it will be binding on all Osirium Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Osirium Shares will cease to be valid and entitlements to Osirium Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any Osirium Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Osirium Shares issued after the Scheme Record Time (including in satisfaction of an option exercised under the Osirium EMI Plan, and other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of Osirium after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and Osirium may, with the consent of the Panel, agree and, if required, the Court may approve).

   16        Delisting, and cancellation of trading and re--registration 

It is intended that dealings in Osirium Shares should be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is intended that the London Stock Exchange will be requested to cancel the admission to trading of Osirium Shares on AIM on or shortly after the Effective Date. In addition, entitlements held within the CREST system to the Osirium Shares are expected to be cancelled on the first Business Day following the Effective Date.

It is intended that Osirium will be re-registered as a private limited company as part of the Scheme and for this to take effect as soon as practicable on or following the Effective Date.

   17        Documents 

Copies of the following documents will be available promptly on Osirium's website , subject to certain restrictions relating to persons resident in Restricted Jurisdictions , at www.osirium.com and in any event by no later than noon on the Business Day following this announcement:

   --    this announcement; 
   --    the Cooperation Agreement; 
   --    the Cost Coverage Agreement; 
   --    the Rule 15 Waiver and Redemption Agreements; 

-- the irrevocable undertakings and the letter of intent and agreement referred to in paragraph 8 above and summarised in Appendix 3 to this announcement; and

   --    the consents from financial advisers to being named in this announcement. 

Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.

   18        General 

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the acquisition of the Osirium Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as is applicable, as those which would apply to the Scheme.

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: (i) make a request to the London Stock Exchange to cancel the admission to trading of Osirium Shares on AIM; and (ii) 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 the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1 , and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2 . Details of undertakings received by Bidco are set out in Appendix 3 . Certain definitions and terms used in this announcement are set out in Appendix 4 . The formal Scheme Document will be sent to Osirium Shareholders within 28 days of this announcement (or on such later date as may be agreed with Osirium and the Panel).

finnCap (as financial adviser to Bidco) and Allenby (as financial adviser to Osirium) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

 
 SailPoint and Bidco 
  c/o finnCap 
 finnCap (Financial Adviser to SailPoint 
  and Bidco) 
  Henrik Persson 
  Fergus Sullivan                           + 44 20 7220 0500 
 Osirium 
  c/o Allenby 
 Allenby (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.

Further information

finnCap Ltd ("finnCap"), 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 finnCap or for providing advice in connection with any matter referred to in this announcement. Neither finnCap 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 finnCap in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by finnCap 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, finnCap 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.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Osirium confirms that, as at 29 August 2023, it had in issue 122,548,681 ordinary shares of 1 pence each. The ISIN for the shares is GB00BZ58DH10.

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.

Appendix 1

Conditions and Further Terms of the Transaction

Part A

Conditions to the Scheme and Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

Conditions of the Scheme

   2.         The Scheme will be subject to the following Conditions: 

2.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by Osirium Shareholders who are on the register of members of Osirium (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Osirium with the consent of the Panel (and that the Court may approve if required));

2.2 (i) the Resolutions being duly passed at the General Meeting (or any adjournment thereof) and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Osirium with the consent of the Panel (and that the Court may approve if required)); and

2.3 (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Osirium)) and the delivery of a copy of the Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Osirium with the consent of the Panel (and that the Court may approve)).

General Conditions

3. In addition, subject as stated in Part B of this Appendix 1, Bidco and Osirium have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Third Party clearances

3.1 no central bank, government or governmental, quasi--governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

3.1.1 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Osirium Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Osirium Group by any member of the Wider Bidco Group or require amendment of the Scheme;

3.1.2 require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Osirium Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.1.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Osirium (or any member of the Wider Osirium Group) or on the ability of any member of the Wider Osirium Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Osirium Group to an extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.1.4 other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Osirium Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Osirium Group or any asset owned by any third party which is material in the context of the Wider Osirium Group or the Wider Bidco Group, in either case taken as a whole;

3.1.5 require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Osirium Group;

3.1.6 result in any member of the Wider Osirium Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.1.7 impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Osirium Group to conduct, integrate or co--ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Osirium Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider Osirium Group, in either case, taken as a whole or in the context of the Acquisition; or

3.1.8 except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Osirium Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider Osirium Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Osirium Shares or otherwise intervene having expired, lapsed, or been terminated;

3.2 all notifications, filings or applications which are deemed by Bidco to be necessary or reasonably considered to be appropriate in any relevant jurisdiction having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco to be necessary or reasonably considered to be appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Osirium by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Osirium Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Osirium Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.3 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Osirium Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Osirium Group by any member of the Wider Bidco Group;

Confirmation of absence of adverse circumstances

3.4 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Osirium Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Osirium or because of a change in the control or management of any member of the Wider Osirium Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Osirium Group taken as a whole or of the financing of the Acquisition:

3.4.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Osirium Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.4.2 the rights, liabilities, obligations, interests or business of any member of the Wider Osirium Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Osirium Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.4.3 any member of the Wider Osirium Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Osirium Group taken as a whole or in the context of the Acquisition;

3.4.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Osirium Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Osirium Group otherwise than in the ordinary course of business;

3.4.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Osirium Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.4.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Osirium Group being prejudiced or adversely affected; or

3.4.7 the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Osirium Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.4.8 any liability of any member of the Wider Osirium Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of the Osirium Group

   3.5       except as Disclosed, no member of the Wider Osirium Group having since 31 December 2022: 

3.5.1 save as between Osirium and its wholly--owned subsidiaries or between such wholly--owned subsidiaries and save for the issue or transfer out of treasury of Osirium Shares on the exercise of options granted in the ordinary course under the Osirium EMI Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Osirium Shares out of treasury;

3.5.2 recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Osirium or one of its wholly--owned subsidiaries;

3.5.3 save as between Osirium and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider Osirium Group taken as a whole;

3.5.4 save as between Osirium and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider Osirium Group taken as a whole;

3.5.5 issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Osirium and its wholly--owned subsidiaries or between such wholly--owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.5.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider Osirium Group to an extent which is or is reasonably likely to be material to the Wider Osirium Group taken as a whole;

3.5.7 entered into any licence or other disposal of intellectual property rights of any member of the Wider Osirium Group which are material in the context of the Wider Osirium Group and outside the normal course of business;

3.5.8 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Osirium Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.5.9 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Osirium Group which, taken as a whole, are material in the context of the Wider Osirium Group taken as a whole;

3.5.10 (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider Osirium Group other than Osirium itself) made, agreed or consented to or procured any material change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Osirium Group or their dependants and established by a member of the Wider Osirium Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (e) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

   3.5.11    changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan; 

3.5.12 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.5.13 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub--paragraph 3.5.1 above, made any other change to any part of its share capital to an extent which (other than in the case of Osirium) is material in the context of the Wider Osirium Group taken as a whole;

3.5.14 other than with respect to claims between Osirium and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.5.15 made any alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

3.5.16 (other than in respect of a member of the Wider Osirium Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding--up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.5.17 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.5.18 entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

3.5.19 terminated or varied the terms of any agreement or arrangement between any member of the Wider Osirium Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Osirium Group taken as a whole; or

3.5.20 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Osirium Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

   3.6       since 31 December 2022, and except as Disclosed, there having been: 

3.6.1 no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Osirium Group to an extent which is material to the Wider Osirium Group taken as a whole;

3.6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Osirium Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Osirium Group or to which any member of the Wider Osirium Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might be expected to have a material adverse effect on the Wider Osirium Group taken as a whole, and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Osirium Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Osirium Group which, in any such case, might be expected to have a material adverse effect on the Wider Osirium Group taken as a whole;

3.6.3 no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Osirium Group to an extent which is material to the Wider Osirium Group taken as a whole;

3.6.4 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Osirium Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider Osirium Group taken as a whole; and

3.6.5 no member of the Wider Osirium Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Osirium Group taken as a whole;

   3.7       since 31 December 2022, except as Disclosed, Bidco not having discovered: 

3.7.1 that any financial, business or other information concerning the Wider Osirium Group publicly announced or disclosed to any member of the Wider Bidco Group at any time after 31 December 2022 prior to the date of this announcement by or on behalf of any member of the Wider Osirium Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Osirium Group taken as a whole or in the context of the Acquisition;

3.7.2 that any member of the Wider Osirium Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider Osirium Group taken as a whole; or

3.7.3 any information which affects the import of any information disclosed to Bidco at any time prior to the date of this announcement by or on behalf of any member of the Wider Osirium Group which is material in the context of the Wider Osirium Group taken as a whole;

Environmental liabilities

3.8 except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco--systems, no past or present member of the Wider Osirium Group, in a manner or to an extent which is material in the context of the Wider Osirium Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re--instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Osirium Group taken as a whole;

Intellectual Property

3.9 no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Osirium Group which would be reasonably likely to have a material adverse effect on the Wider Osirium Group taken as a whole or is otherwise material in the context of the Acquisition, including:

3.9.1 any member of the Wider Osirium Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Osirium Group and material to its business being revoked, cancelled or declared invalid;

3.9.2 any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Osirium Group to, or the validity or effectiveness of, any of its intellectual property; or

3.9.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Osirium Group being terminated or varied;

Anti--corruption and sanctions

3.10 except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider Osirium Group taken as a whole):

3.10.1 any past or present member of the Wider Osirium Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 (so far as is applicable), as amended or any other applicable anti--corruption legislation;

3.10.2 any member of the Wider Osirium Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.10.3 any past or present member of the Wider Osirium Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction (so far as is applicable); or

3.10.4 a member of the Osirium Group has engaged in a transaction which would cause the Wider Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

No criminal property

3.11 except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Osirium Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B

Further terms of the Acquisition

1. Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i) and 2.3(i) which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with Osirium to extend the relevant deadline.

2. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4. Condition 1 (subject to Rule 12 of the Code), Conditions 2.1(i), 2.2(i) and 2.3(i) in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Code.

   5.         Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco. 

6. If the Panel requires Bidco to make an offer or offers for Osirium Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7. Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement. In such event, such Offer will be implemented on the same terms and conditions so far as is applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing and the Offer arises as a result of an Agreed Switch (as defined therein)) an acceptance condition set at 75 per cent. of the Osirium Shares (or such other percentage as Bidco and Osirium may agree in accordance with the terms of the Cooperation Agreement, and, where applicable with the consent of the Panel, being in any case more than 50 per cent. of the Osirium Shares)).

8. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the provisions of the AIM Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.

9. Osirium Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Acquisition becomes Effective.

10. If, on or after the date of this announcement and before the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid in respect of the Osirium Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Osirium Shares by the aggregate amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Osirium Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

11. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

12. The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the AIM Rules.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2

Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.

1. The fully diluted issued ordinary share capital of 132,352,575 Osirium Shares is based on:

1.1 122,548,681 Osirium Shares in issue as at 29 August 2023 (being the latest practicable date before this announcement); plus

1.2 9,803,894 Osirium Shares which may be issued on or after the date of this announcement pursuant to the Osirium EMI Plan as at 29 August 2023 (being the latest practicable date before this announcement).

2. A value of approximately GBP3.11 million for the entire issued and to be issued share capital of Osirium is based on:

   2.1       an offer price of 2.35 pence per Osirium Share; and 

2.2 Osirium's fully diluted issued ordinary share capital of 132,352,575 Osirium Shares, as set out in paragraph 1 above.

3. The implied enterprise value for Osirium of approximately GBP6.56 million is calculated by reference to the valuation of the Acquisition referenced in paragraph 2 above, plus the amount payable in respect of Bidco procuring Osirium's redemption of the Osirium Convertible Loan Notes, being GBP2,700,000.00 in respect of principal and GBP748,417.79 in respect of accrued interest as at 30 June 2023.

4. Unless otherwise stated, the financial information of Osirium is extracted (without material adjustment) from the annual report and audited accounts of the Osirium Group for the 12 months ended 31 December 2022.

5. The volume-weighted average prices have been derived from FactSet data and have been rounded to two decimal places.

6. The average volumes have been derived from FactSet data and have been rounded to the nearest whole number.

   7.         Certain figures included in this announcement have been subject to rounding adjustments. 

Appendix 3

Details of Irrevocable Undertakings and Letter of intent and agreement

   1.         Osirium Directors 

The following Osirium Directors have given irrevocable undertakings to vote (or procure the voting) in favour of the Resolutions (including the Scheme) at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own beneficial holdings (or those Osirium Shares over which they have control) of Osirium Shares:

 
 Name                       Total Number      Percentage      Percentage 
                             of                of existing     of existing 
                             Osirium Shares    issued share    Osirium Shares 
                                               capital         eligible to 
                                                               vote at Court 
                                                               Meeting 
 David Ashley Guyatt              9,705,464           7.92%             7.92% 
 Simon Hember                       103,571           0.08%             0.08% 
 Rupert Hutton (held 
  by Redmayne (Nominees) 
  Limited A/C: GENUN)               376,904           0.31%             0.31% 
 Simon Lee                        1,656,083           1.35%             1.35% 
 Stuart McGregor 
  (held by Winterflood 
  Client Nominees 
  Limited A/C: FIDGROSS)            896,523           0.73%             0.73% 
 Total                           12,738,545          10.39%            10.39% 
 

These irrevocable undertakings also extend to any Osirium Shares acquired by the Osirium Directors, whether as a result of the exercise of options under the Osirium EMI Plan or otherwise.

The irrevocable undertakings referred to in this paragraph 1 cease to be binding on the earlier of the following occurrences: (i) the Scheme Document is not sent to Osirium Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of an Offer or otherwise; (iv) the Scheme has not become Effective by 11.59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Osirium, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued, and to be issued, share capital of Osirium is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

   2.         Close relatives of certain Osirium Directors 

The following Osirium Shareholders, being close relatives of certain Osirium Directors, have given irrevocable undertakings to vote (or procure the voting) in favour of the Resolutions (including the Scheme) at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own beneficial holdings (or those Osirium Shares over which they have control) of Osirium Shares:

 
 Name                       Total Number      Percentage      Percentage 
                             of                of existing     of existing 
                             Osirium Shares    issued share    Osirium Shares 
                                               capital         eligible to 
                                                               vote at Court 
                                                               Meeting 
 Emma Hutton (held 
  by Redmayne (Nominees) 
  Limited A/C: GENUN)               376,905           0.31%             0.31% 
 Catherine Jamieson                 207,645           0.17%             0.17% 
 Total                              584,550           0.48%             0.48% 
 

These irrevocable undertakings also extend to any Osirium Shares acquired by such Osirium Shareholders, whether as a result of the exercise of options under the Osirium EMI Plan or otherwise.

The irrevocable undertakings referred to in this paragraph 2 cease to be binding on the earlier of the following occurrences: (i) the Scheme Document is not sent to Osirium Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of an Offer or otherwise; (iv) the Scheme has not become Effective by 11.59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Osirium, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued, and to be issued, share capital of Osirium is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

   3.         Osirium Shareholders 

The following Osirium Shareholders have given irrevocable undertakings to vote (or procure the voting) in favour of the Resolutions (including the Scheme) at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own beneficial holdings (or those Osirium Shares over which they have control) of Osirium Shares:

 
 Name                     Total Number      Percentage      Percentage 
                           of                of existing     of existing 
                           Osirium Shares    issued share    Osirium Shares 
                                             capital         eligible to 
                                                             vote at Court 
                                                             Meeting 
 Mark Horrocks (held 
  by Seguro Nominees 
  Limited A/C: ICCORE)          3,363,635           2.74%             2.74% 
 Dorothy Horrocks 
  (held by Seguro 
  Nominees Limited 
  A/C: ICCORE)                  3,590,910           2.93%             2.93% 
 Nicholas Slater 
  (held by Redmayne 
  (Nominees) Limited 
  A/C: GENUN)                  13,550,000          11.06%            11.06% 
 Total                         20,504,545          16.73%            16.73% 
 

These irrevocable undertakings also extend to any Osirium Shares acquired by such Osirium Shareholders.

The irrevocable undertakings referred to in this paragraph 3 cease to be binding if the Scheme has not become Effective, or the Offer has not become unconditional (as applicable), by 11.59 p.m. on the Long Stop Date (or such later time or date as agreed between Bidco and Osirium, with the approval of the Court and/or the Panel, if required).

   4.         Osirium Convertible Loan Noteholders 

The following Osirium Convertible Loan Noteholders have given irrevocable undertakings to vote (or procure the voting) in favour of the Resolutions (including the Scheme) at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own beneficial holdings (or those Osirium Shares over which they have control) of Osirium Shares:

 
 Name                      Total Number      Percentage      Percentage 
                            of                of existing     of existing 
                            Osirium Shares    issued share    Osirium Shares 
                                              capital         eligible to 
                                                              vote at Court 
                                                              Meeting 
 Octopus AIM VCT 
  plc                              928,529           0.76%             0.76% 
 Octopus AIM VCT 
  2 plc                            619,021           0.51%             0.51% 
 Unicorn AIM VCT 
  plc (held by BNY 
  Mellon as Nominee)             1,387,293           1.13%             1.13% 
 Herald Investment 
  Trust plc (held 
  by BNY (OSC) Nominees 
  Limited as Custodian)         10,507,079           8.57%             8.57% 
 Total                          13,441,922          10.97%            10.97% 
 

The irrevocable undertakings referred to in this paragraph 4 cease to be binding on the earlier of the following occurrences: (i) the SailPoint Group announcing under Rule 2.8 of the Takeover Code that it does not intend to make or proceed with the Acquisition; (ii) upon the Scheme becoming effective or the Offer becoming unconditional for the purposes of the Takeover Code; (iii) subject to Bidco having released this announcement: (a) by 6.00 p.m. London time on the Long Stop Date provided that the Scheme has not become effective or the Offer has not become unconditional before such time; or (b) if the Scheme is withdrawn or lapses for the purposes of the Takeover Code (save where Bidco has exercised its right to switch from the Scheme to an Offer prior to such withdrawal or lapse); or (iv) subject to Bidco having released this announcement and Bidco having exercised its right to switch from the Scheme to an Offer: (a) if the offer document has not been published by 11:59 p.m. on the 28th calendar day following the announcement of such exercise of such right to switch (or such later time or date as agreed between the relevant Osirium Convertible Loan Noteholder, Bidco and Osirium, with the approval of the Panel if required); or (b) the Offer lapses for the purposes of the Takeover Code.

   5.         Letter of intent and agreement 

The following Osirium Convertible Loan Noteholder, which together with each of the Osirium Convertible Loan Noteholders described above represent all of the Osirium Convertible Loan Noteholders, has given a non-binding letter of intent and agreement to instruct the relevant custodian holding legal title to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings in respect of their own beneficial holdings (or those Osirium Shares over which they have control) of Osirium Shares:

 
 Name                  Total Number      Percentage      Percentage 
                        of                of existing     of existing 
                        Osirium Shares    issued share    Osirium Shares 
                                          capital         eligible to 
                                                          vote at Court 
                                                          Meeting 
 Hargreave Hale 
  AIM VCT plc (held 
  by CGWL Nominees 
  Limited )                    608,495           0.50%             0.50% 
 Total                         608,495           0.50%             0.50% 
 

The letter of intent and agreement referred to in this paragraph 5 will lapse and cease to have effect on the earlier of the following occurrences: (i) if any material term of the Acquisition, including the offer price, the price for the Osirium Convertible Loan Notes pursuant to the Notes Offer, or such other material term of the Acquisition, is amended in any way which would have an adverse effect on the Osirium Convertible Loan Noteholder, except for such amendments as are: (a) agreed with the relevant Osirium Convertible Loan Noteholders in writing; (b) explicitly contemplated by this announcement; or (c) otherwise required by applicable law or requested by the Panel; (ii) if Bidco announces under Rule 2.8 of the Takeover Code that it does not intend to make or proceed with the Acquisition; (iii) subject to Bidco having released this announcement, if the Scheme is withdrawn or lapses, or the Offer lapses, for the purposes of the Code or at 6.00 p.m. London time on the Long Stop Date provided that the Scheme has not become effective or the Offer has not become unconditional before such time; and (iv) if any competing offer for the Osirium Shares is made which is declared wholly unconditional (if implemented by way of an Offer) or otherwise becomes effective (if implemented by way of a Scheme) for the purposes of the Takeover Code.

Appendix 4

Definitions

The following definitions apply throughout this document unless the context otherwise requires:

 
 "2006 Act"                                                  the Companies Act 2006, as amended from time to time 
 "2022 Osirium Annual Report"                                the annual report and audited accounts of the Osirium 
                                                             Group for the year ended 31 December 
                                                             2022 
 "Acquisition "                                              the proposed acquisition by Bidco of the entire issued, 
                                                             and to be issued, share capital of 
                                                             Osirium by means of the Scheme, or should Bidco so elect, 
                                                             by means of an Offer 
 "AIM"                                                       the market of that name operated by the London Stock 
                                                             Exchange 
 "AIM Rules"                                                 the AIM Rules for Companies published by the London Stock 
                                                             Exchange (as amended from time to 
                                                             time) 

 "Allenby"                                                   Allenby Capital Limited 
 "Articles"                                                  the articles of association of Osirium from time to time 
 "associated undertaking"                                    shall be construed in accordance with paragraph 19 of 
                                                             Schedule 6 to The Large and Medium sized 
                                                             Companies and Groups (Accounts and Reports) Regulations 
                                                             2008 (SI 2008/410) but for this purpose 
                                                             ignoring paragraph 19(1)(b) of Schedule 6 to those 
                                                             regulations) 
 "Authorisations"                                            authorisations, orders, grants, recognitions, 
                                                             confirmations, consents, licences, clearances, 
                                                             certificates, permissions or approvals, in each case of a 
                                                             Third Party 
 "Bidco"                                                     SailPoint Technologies UK Ltd 
 "Business Day"                                              a day, not being a public holiday, Saturday or Sunday, on 
                                                             which clearing banks in London are 
                                                             open for normal business 
 "certificated" or "certificated form"                       in relation to a share or other security, a share or 
                                                             other security title to which is recorded 
                                                             in the relevant register of the share or other security 
                                                             as being held in certificated form 
                                                             (that is, not in CREST) 
 "Closing Price"                                             the closing middle market price of a Osirium Share as 
                                                             derived from the AIM Appendix to the 
                                                             Daily Official List on any particular date 
 "Combined Group"                                            the SailPoint Group together with, following the 
                                                             Effective Date, the Osirium Group 
 "Condition"                                                 each of the conditions listed in Part A of Appendix 1 and 
                                                             any reference to a numbered Condition 
                                                             shall be a reference to the Condition set out in the 
                                                             paragraph of Part A of Appendix 1 bearing 
                                                             such number 
 "Cooperation Agreement"                                     the cooperation agreement dated on or around the date of 
                                                             this announcement between Bidco and 
                                                             Osirium 
 "Cost Coverage Agreement"                                   the cost coverage agreement dated 15 August 2023 between 
                                                             Bidco and Osirium 
 "Court"                                                     the High Court of Justice in England and Wales 
 "Court Meeting"                                             the meeting of Osirium Shareholders to be convened at the 
                                                             direction of the Court pursuant 
                                                             to Part 26 of the 2006 Act at which a resolution will be 
                                                             proposed to approve the Scheme, including 
                                                             any adjournment thereof 
 "Court Order"                                               the order of the Court sanctioning the Scheme under Part 
                                                             26 of the 2006 Act 
 "CREST"                                                     the relevant system (as defined in the Regulations) in 
                                                             respect of which Euroclear is the operator 
                                                             (as defined in CREST) 
 "Daily Official List"                                       the daily official list of the London Stock Exchange 
 "Dealing Disclosure"                                        an announcement by a party to an offer or a person acting 
                                                             in concert as required by Rule 8 
                                                             of the Takeover Code 
 "Disclosed"                                                 the information fairly disclosed by or on behalf of 
                                                             Osirium: (i) in the 2022 Osirium Annual 
                                                             Report; (ii) in this announcement; (iii) in any other 
                                                             announcement to a Regulatory Information 
                                                             Service prior to the publication of this announcement; 
                                                             (iv) in writing (including via the 
                                                             virtual data room operated by or on behalf of Osirium in 
                                                             respect of the Acquisition) or orally 
                                                             in meetings and calls by Osirium management prior to the 
                                                             date of this announcement to Bidco 
                                                             or Bidco's advisers (in their capacity as such) 
 "Disclosure Guidance and Transparency Rules"                the Disclosure Guidance and Transparency Rules sourcebook 
                                                             issued by the FCA 
 "Effective"                                                 in the context of the Acquisition: (i) if the Acquisition 
                                                             is implemented by way of the Scheme, 
                                                             the Scheme having become effective pursuant to its terms; 
                                                             or (ii) if the Acquisition is implemented 
                                                             by way of the Offer, the Offer having been declared or 
                                                             having become unconditional in all 
                                                             respects in accordance with the requirements of the 
                                                             Takeover Code 
 "Effective Date"                                            the date on which the Acquisition becomes Effective 
 "EPM"                                                       endpoint privileged management 
 "Euroclear"                                                 Euroclear UK & Ireland Limited 
 "FCA"                                                       the Financial Conduct Authority or its successor from 
                                                             time to time 
 "FCA Handbook"                                              the FCA's Handbook of rules and guidance as amended from 
                                                             time to time 
 "finnCap"                                                   finnCap Ltd 
 "General Meeting"                                           general meeting of Osirium Shareholders to be convened to 
                                                             consider and if thought fit pass, 
                                                             inter alia, the Resolutions in relation to the Scheme 
                                                             including any adjournments thereof 
 "Identity Security Platform"                                the platform of that name offered by SailPoint 
 "London Stock Exchange"                                     the London Stock Exchange plc or its successor 
 "Long Stop Date"                                            1 March 2024 or such later date as may be agreed between 
                                                             Bidco and Osirium and, if required, 
                                                             the Panel and the Court may allow 
 "Notes Offer"                                               Bidco's offer to the Osirium Convertible Loan Noteholders 
                                                             to procure the Redemption (as defined 
                                                             below) 
 "Meetings"                                                  the Court Meeting and the General Meeting 
 "Offer"                                                     subject to the consent of the Panel and the terms of the 
                                                             Cooperation Agreement, should the 
                                                             Acquisition be implemented by way of a takeover offer as 
                                                             defined in Chapter 3 of Part 28 of 
                                                             the 2006 Act, the offer to be made by or on behalf of 

                                                             Bidco to acquire the entire issued, 
                                                             and to be issued, share capital of Osirium, and, where 
                                                             the context admits, any subsequent 
                                                             revision, variation, extension or renewal of such offer 
 "Offer Period"                                              the offer period (as defined by the Takeover Code) 
                                                             relating to Osirium which commenced on 
                                                             30 August 2023 
 "Opening Position Disclosure"                               an announcement pursuant to Rule 8 of the Takeover Code 
                                                             containing details of interests or 
                                                             short positions in, or rights to subscribe for, any 
                                                             relevant securities of a party to the 
                                                             Acquisition 
 "Osirium"                                                   Osirium Technologies plc 
 "Osirium Convertible Loan Noteholder"                       each, a holder of Osirium Convertible Loan Notes 
 "Osirium Convertible Loan Notes"                            the 7.5% convertible notes issued by Osirium on 21 
                                                             October 2019 pursuant to the Osirium Convertible 
                                                             Loan Note Instrument 
 "Osirium Convertible Loan Note Instrument"                  the note instrument of Osirium dated 21 October 2019 
                                                             constituting up to GBP2,700,000 convertible 
                                                             unsecured 7.5% notes due 2024 
 "Osirium Directors", "Osirium Board" or "Board of           the directors of Osirium 
 Osirium" 
 "Osirium EMI Plan"                                          the Osirium Enterprise Management Incentive (EMI) Share 
                                                             Option Plan 2020-2025 
 "Osirium Group"                                             Osirium and its subsidiary undertakings and where the 
                                                             context permits, each of them 
 "Osirium Share(s)"                                          the existing unconditionally allotted or issued and fully 
                                                             paid ordinary shares of 1p each 
                                                             in the capital of Osirium and any further shares which 
                                                             are unconditionally allotted or issued 
                                                             before the Scheme becomes Effective 
 "Osirium Shareholder(s)"                                    holders of Osirium Shares 
 "Overseas Shareholders"                                     holders of Scheme Shares who are resident in, ordinarily 
                                                             resident in, or citizens of, jurisdictions 
                                                             outside the United Kingdom 
 "PAM"                                                       privileged access management 
 "Panel"                                                     the Panel on Takeovers and Mergers 
 "PPA"                                                       privileged process automation 
 "Redemption"                                                the redemption of all of the Osirium Convertible Loan 
                                                             Notes for an aggregate amount equal 
                                                             to the principal value of the Osirium Convertible Loan 
                                                             Notes plus the accrued but unpaid interest 
                                                             thereon as at 30 June 2023 pursuant to the terms of the 
                                                             Rule 15 Waiver and Redemption Agreements 
 "Registrar of Companies"                                    the Registrar of Companies in England and Wales 
 "Regulatory Information Service"                            a regulatory information service as defined in the FCA 
                                                             Handbook 
 "relevant securities"                                       as the context requires, Osirium Shares, other Osirium 
                                                             share capital and any securities convertible 
                                                             into or exchangeable for, and rights to subscribe for, 
                                                             any of the foregoing 
 "Regulations"                                               means the Uncertificated Securities Regulations 2001 
 "Resolutions"                                               the resolution(s) to be proposed at the General Meeting 
                                                             necessary to implement the Scheme, 
                                                             including, amongst other things, a special resolution 
                                                             proposed in connection with, inter alia, 
                                                             implementation of the Scheme and certain amendments to be 
                                                             made to the articles of association 
                                                             of Osirium 
 "Restricted Jurisdiction"                                   any jurisdiction where local laws or regulations may 
                                                             result in a significant risk of civil, 
                                                             regulatory or criminal exposure if information concerning 
                                                             the Offer is sent or made available 
                                                             to Osirium Shareholders in that jurisdiction 
 "Rule 15 Waiver and Redemption Agreement"                   each, a rule 15 waiver and redemption agreement entered 
                                                             into between Bidco and a Osirium Convertible 
                                                             Loan Noteholder on or around the date of this 
                                                             announcement 
 "SailPoint"                                                 SailPoint Technologies, Inc. 
 "SailPoint Group"                                           SailPoint Parent, L.P. and its subsidiary undertakings, 
                                                             and where the context permits, each 
                                                             of them 
 "Sanction Hearing"                                          the Court hearing to sanction the Scheme 
 "Scheme"                                                    the proposed scheme of arrangement under Part 26 of the 
                                                             2006 Act between Osirium and the holders 
                                                             of the Scheme Shares, with or subject to any 
                                                             modification, addition or condition approved 
                                                             or imposed by the Court and agreed by Osirium and Bidco 
 "Scheme Document"                                           the document to be sent to Osirium Shareholders and 
                                                             persons with information rights containing, 
                                                             amongst other things, the Scheme and notices of the 
                                                             Meetings and proxy forms in respect of 
                                                             the Meetings 
 "Scheme Record Time"                                        the time and date to be specified in the Scheme Document, 
                                                             expected to be 6.00 p.m. on the 
                                                             Business Day immediately prior to the date of the 
                                                             Sanction Hearing 
 "Scheme Shares"                                             all Osirium Shares: (i) in issue at the date of the 
                                                             Scheme Document; (ii) (if any) issued 
                                                             after the date of the Scheme Document but before the 
                                                             Voting Record Time; and (iii) (if any) 
                                                             issued at or after the Voting Record Time and before the 
                                                             Scheme Record Time in respect of 
                                                             which the original or any subsequent holders thereof are, 
                                                             or shall have agreed in writing 
                                                             to be, bound by the Scheme 
 "subsidiary", "subsidiary undertaking" and "undertaking"    shall be construed in accordance with the 2006 Act 
 "Takeover Code"                                             the Takeover Code issued by the Panel on Takeovers and 
                                                             Mergers, as amended from time to time 

 "Thoma Bravo"                                               Thoma Bravo 
 "UK" or "United Kingdom"                                    the United Kingdom of Great Britain and Northern Ireland 
 "uncertificated" or "in uncertificated form"                a share or other security title to which is recorded in 
                                                             the relevant register of the share 
                                                             or security as being held in uncertificated form, in 
                                                             CREST, and title to which, by virtue 
                                                             of the Regulations may be transferred by means of CREST 
 "Voting Record Time"                                        the time and date to be specified in the Scheme Document 
                                                             by reference to which entitlement 
                                                             to vote on the Scheme will be determined 
 "Wider Bidco Group"                                         SailPoint Group and associated undertakings and any other 
                                                             body corporate, partnership, joint 
                                                             venture or person in which SailPoint and such 
                                                             undertakings (aggregating their interests) have 
                                                             an interest of more than 30 per cent. of the voting or 
                                                             equity capital or the equivalent 
 "Wider Osirium Group"                                       Osirium and associated undertakings and any other body 
                                                             corporate, partnership, joint venture 
                                                             or person in which Osirium and such undertakings 
                                                             (aggregating their interests) have an interest 
                                                             of more than 30 per cent. of the voting or equity capital 
                                                             or the equivalent (excluding, for 
                                                             the avoidance of doubt, SailPoint and all of its 
                                                             associated undertakings which are not members 
                                                             of the Osirium Group) 
 

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to are London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

Words in the singular shall include the plural and vice versa.

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(END) Dow Jones Newswires

August 30, 2023 07:00 ET (11:00 GMT)