REG - Bytes Technology Grp - Outcome of investigation and notice of results

Bytes TechnologyAnnouncement

16/05/2024 15:45

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RNS Number : 7836O  Bytes Technology Group PLC  16 May 2024

16 May 2024

 

Bytes Technology Group plc

("BTG" or "the Company")

 

Outcome of investigation and notice of results

 

The Board of Bytes Technology Group plc provides the following update on its
investigation into the circumstances related to the resignation on 21 February
2024 of BTG's former CEO, Neil Murphy, and his previously undisclosed share
transactions (the "Investigation").

 

Investigation outcome

 

Further to the announcement on 18 March 2024, the Investigation overseen by a
committee of the Board, with advice from PwC and Travers Smith, has now been
completed. The conclusions from the Investigation have been reviewed by the
Board. In summary, the Investigation has found no evidence that Mr Murphy's
share dealing involved any other parties, nor any evidence of a wider pattern
of misconduct by Mr Murphy impacting or implicating any of BTG's staff,
customers or suppliers. Mr Murphy has expressed profound regret for his
failure to comply with regulations and the impact of his actions on both BTG
and his former colleagues.

 

The Company has reached a settlement with Mr Murphy whereby he has agreed to
(i) forfeit his entitlements under the Company's Performance Share Plan and
Deferred Bonus Plan in their entirety, meaning that no further amounts will be
received by Mr Murphy under these schemes, and (ii) repay his after-tax
bonuses since IPO to the Company, through BTG's clawback provisions. Further
details are set out in the Companies Act 2006, Section 430(2B) statement
published on the Company's website at www.bytesplc.com.
(http://www.bytesplc.com.)

 

The Investigation also carefully considered the Company's procedures for
monitoring and reporting the shareholdings of directors, PDMRs and their PCAs,
and has undertaken a detailed review and reconciliation of the shareholdings
of current and former PDMRs. This exercise identified minor discrepancies as
noted in the Appendix, which will be correctly disclosed in the forthcoming
Directors' Remuneration Report for the year ended 29 February 2024, with
restatement of the prior period comparators where necessary. Following this
review, the opportunity has been taken to implement additional measures to
strengthen these processes across the Company.

 

Notice of results

 

The Company expects to release its preliminary results for the financial year
ended 29 February 2024 on 23 May 2024.

 

 

Bytes Technology Group plc

Patrick De Smedt, Chair

Shruthi Chindalur, Independent Non-Executive Director

Tel: +44 (0)1372 418 500

 

Headland Consultancy
Stephen Malthouse

Henry Wallers

Jack Gault

Tel: +44 (0) 20 3805 4822

Email: bytes@headlandconsultancy.com (about:blank)

 

About Bytes Technology Group plc

 

BTG is one of the UK and Ireland's leading providers of IT software offerings
and solutions, with a focus on cloud and security products. The Company
enables effective and cost-efficient technology sourcing, adoption and
management across software services, including in the areas of security, cloud
and AI solutions. It aims to deliver the latest technology to a diverse and
embedded non-consumer customer base and has a long track record of delivering
strong financial performance.

 

The Company has a primary listing on the Main Market of the London Stock
Exchange and a secondary listing on the Johannesburg Stock Exchange.

 

Appendix to the Investigation outcome

 

As noted above, the following discrepancies have been identified in respect of
the shareholdings of former and current directors disclosed in the FY23
Directors' Remuneration Report, which will require correction in the
forthcoming Directors' Remuneration Report for the year ended 29 February
2024.

 

1.   An additional 150 ordinary shares in the capital of the Company have
been identified on the Company's South African share register as being held in
the name of Mr Murphy. This is the product of a small historical shareholding
in the Company's former parent, Altron Limited, resulting in these shares
being issued to Mr Murphy at the time of Bytes' demerger from Altron in
December 2020. Neither the Company nor Mr Murphy were previously aware of the
existence of this holding.

2.   One ordinary share was issued to Mr Murphy as a matter of
administrative formality on incorporation of the Company prior to IPO. This
share was correctly disclosed at the time of IPO, but has been inadvertently
omitted from subsequent disclosures.

3.   The disclosed shareholdings of current director Patrick De Smedt and
former director Alison Vincent have each been overstated by a single ordinary
share. These directors subscribed for shares at the time of IPO, and due to a
discrepancy in the treatment of roundings, were each allotted one ordinary
share less than the disclosed amounts.

 

 

 

 

 

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