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.
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 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.