Grant of Share Awards
THIS ANNOUNCEMENT CONTAINS INSIDER INFORMATION
Pensana Plc
("Pensana" or the "Company")
Grant of Share Awards
Long Term Incentive Awards
Pensana Plc announces that it has granted long term incentive share awards ("Share Awards") over an aggregate, 13,900,000 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") to directors, senior management and employees. For the purposes of the allocation, a share price of 24p per Ordinary Share was used.
Following these grants, a total of 15,906,250 Share Awards are outstanding, which represents approximately 5.39 per cent of the Company's existing issued share capital of 295,228,239 Ordinary Shares.
Executive Directors
The following new Share Awards have been granted to Executive Directors of the Company:
| Name | Position | Number of New Share Awards Granted | Vesting Period | Total Share Awards Held Following This Grant |
| Paul Atherley | Chairman | 2,750,000 | 3 years | 2,750,000 |
| Tim George | CEO | 3,000,000 | 3 years | 3,562,500 |
| Robert Kaplan | CFO | 2,500,000 | 3 years | 2,856,250 |
The new Share Awards set out in the table above for Executive Directors are subject to the satisfaction of certain performance conditions to be interpreted at the discretion of the Remuneration Committee over the three-year review period. Upon vesting, no consideration is payable. Subject to vesting and such performance conditions being met, the new Share Awards will be allocated to the participant as fully paid ordinary shares.
Senior Management and Employees
A further 5,650,000 Share Awards, in aggregate, have been granted to certain other members of senior management and employees. For the purposes of the allocation, the 30 -day VWAP for the period ended 30 March 2025 of 24p per Ordinary Share was used.
Vesting of FY 2024 long term incentive awards
Of the FY2024 long term incentive awards, 1,043,750 shares have vested in favour of directors and employees following the meeting of performance criteria, with the following shares having vested in favour of the Executive Directors:
| Name | Position | Number of Vested LTI 2024 Share Awards |
| Tim George | CEO | 187,500 |
| Robert Kaplan | CFO | 118,750 |
Short Term Incentive Awards
Further, on 18 April 2025, the Company granted short term incentive share awards over an aggregate 7,650,000 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") to directors, senior management and employees. For the purposes of the allocation, a share price of 24p per Ordinary Share was used and the short-term incentive awards represents approximately 2,59 per cent of the Company's existing issued share capital of 295,228,239 Ordinary Shares.
Executive Directors
The following short term incentive share awards have been granted to Executive Directors and Officers of the Company:
| Name | Position | Number of New Share Awards Granted |
| Paul Atherley | Chairman | 1,500,000 |
| Tim George | CEO | 1,750,000 |
| Robert Kaplan | CFO | 1,500,000 |
Senior Management and Employees
A further 2,900,000 short term incentive share awards, in aggregate, have been granted to certain other members of senior management and employees.
The shares have been awarded subject to restrictions from the Company and will be issued in due course.
The notifications below are made in accordance with the requirements of MAR.
PDMR Notification Forms
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Tim George |
| 2 | Reason for the notification | |
| a) | Position/status | CEO |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Pensana Plc |
| b) | LEI | 213800H4QP6T9499RU64 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument
| Ordinary shares of 1p each |
|
| Identification code | GB00BKM0ZJ18 |
| b) | Nature of the transaction | Grant of Long Term Incentive Share Awards (LTIs) Vesting of FY 2024 long term incentive awards (FY24 LTIs) Short Term Incentive Awards (STIs)
|
| c) | Price(s) and volume(s)
| Price: N/A Volumes: LTIs: 3,000,000 FY24 LTIs: 187,500 STIs: 1,750,000 |
| d) | Aggregated information
| Aggregated volume: 4,937,500 Price: N/A |
| e) | Date of the transaction | 18 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Robert Kaplan |
| 2 | Reason for the notification | |
| a) | Position/status | CFO |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Pensana Plc |
| b) | LEI | 213800H4QP6T9499RU64 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument
| Ordinary shares of 1p each |
|
| Identification code | GB00BKM0ZJ18 |
| b) | Nature of the transaction | Grant of Long Term Incentive Share Awards (LTIs) Vesting of FY 2024 long term incentive awards (FY24 LTIs) Short Term Incentive Awards (STIs) |
| c) | Price(s) and volume(s)
| Price: N/A Volumes: LTIs: 2,500,000 FY24 LTIs: 118,750 STIs: 1,500,000 |
| d) | Aggregated information
| Aggregated volume: 4,118,750 Price: N/A |
| e) | Date of the transaction | 18 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Paul Atherley |
| 2 | Reason for the notification | |
| a) | Position/status | Chairman |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Pensana Plc |
| b) | LEI | 213800H4QP6T9499RU64 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument
| Ordinary shares of 1p each |
|
| Identification code | GB00BKM0ZJ18 |
| b) | Nature of the transaction | Grant of Long Term Incentive Share Awards (LTIs) Short Term Incentive Awards (STIs) |
| c) | Price(s) and volume(s)
| Price: N/A Volumes: LTIs: 2,750,000 STIs: 1,500,000 |
| d) | Aggregated information
| Aggregated volume: 4,250,000 Price: N/A |
| e) | Date of the transaction | 18 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
ENDS
For further information, please contact:
Shareholder/analyst enquiries:
Pensana Plc
Paul Atherley, Chairman IR@pensana.co.uk
Tim George, Chief Executive Officer
Rob Kaplan, Finance Director
The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Paul Atherley, Chairman.
- ENDS -
For further information, please contact:
Shareholder/analyst enquiries:
Pensana Plc
Paul Atherley, Chairman IR@pensana.co.uk
Tim George, Chief Executive Officer
Rob Kaplan, Chief Financial Officer
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