REG - PCI-PAL PLC - Grant of Options under Long-Term Incentive Plan

PCI- PALAnnouncement

18/12/2025 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251218:nRSR1839Ma&default-theme=true

RNS Number : 1839M  PCI-PAL PLC  18 December 2025

18 December 2025

 

PCI-PAL PLC

("PCI Pal", the "Company" or "the Group")

 

Grant of Options under Long-Term Incentive Plan

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions
for business communications, announces that following shareholders voting in
favour of the new Long-Term Incentive Plan at the Company's AGM held on 1
December 2025, the remuneration committee has on 18 December 2025 granted
options (the "Options") over ordinary shares of nominal value each in the
Company (the "Ordinary Shares") to certain persons discharging managerial
responsibilities ("PDMRs"), as set out in the table below.

 

The Board recognises the importance of equity incentive schemes as a means to
incentivise and retain executive directors, ensuring alignment with the
objectives of the Company and its shareholders. Awards are structured as
nominal-cost share options subject to the achievement of performance
conditions (the "LTIP Awards").

 

The Remuneration Committee of the Board approved the grants to the Executive
Directors on 18 December 2025 as follows:

 

 PDMR          Position  Options
 James Barham  CEO       1,000,000
 Ryan Murray   CFO       479,499
 Total                   1,479,499

 

The LTIP Awards will normally vest on the third anniversary of grant, subject
to continued employment and the satisfaction of performance conditions based
on (i) share price targets (75% of the LTIP Awards) and (ii) earnings targets
(25% of the LTIP Awards), in each case on a sliding scale. The performance
targets will be as follows:

 

 % Vesting of each part of an award    Share Price Targets*         EBITDA Targets**

                                       (75% of Initial Awards)      (25% of Initial Awards)
 0% vesting                            Below or Equal to 75p        Below or Equal to £6m
 Pro-rata between 0% and 100%          Between 75p and 130p         Between £6m and £8m
 100% vesting                          Equal to or more than 130p   Equal to or more than £8m

*Based on the average share price in the final 3 months of the 3 yr
performance period ending on the 3rd anniversary of grant

** Based on Adjusted EBITDA for FY2028

 

Following the grant of the Options, the total number of Ordinary Shares
subject to outstanding options is 11,247,471 Ordinary Shares, representing
approximately 15.5% of the Company's current issued share capital.

 

For further information, please contact:

 

 PCI-PAL PLC                                                       Via Walbrook PR
 James Barham - Chief Executive Officer

 Ryan Murray - Chief Financial Officer

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)  +44 (0) 20 7227 0500
 Marc Milmo/Fergus Sullivan/Finn Gordon (Corporate Finance)

 Sunila De Silva (Corporate Broking)

 Walbrook PR                                                       +44 (0) 20 7933 8780
 Tom Cooper/Nick Rome                                              +44 (0) 797 122 1972
                                                                   tom.cooper@walbrookpr.com (mailto:tom.cooper@walbrookpr.com)

About PCI Pal:

 

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that
empower companies to take payments from their customers securely, adhere to
strict industry governance, and remove their business from the significant
risks posed by non-compliance and data loss. Our products secure payments and
data in any business communications environment including voice, chat, social,
email, and contact centre. We are integrated to, and resold by, some of the
worlds' leading business communications vendors, as well as major payment
service providers.

 

The entirety of our product-base is available from our global cloud platform
hosted in Amazon Web Services ("AWS"), with regional instances across EMEA,
North America, and ANZ.

 

For more information visit www.pcipal.com (http://www.pcipal.com) or follow
the team on Linkedin: https://www.linkedin.com/company/pci-pal/
(https://www.linkedin.com/company/pci-pal/)

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                                         James Barham
 2.  Reason for the notification
 a)  Position/status:                                              PDMR - Chief Executive Officer
 b)  Initial notification/Amendment:                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name:                                                         PCI-PAL PLC
 b)  LEI:                                                          213800XTX34IQYMYES95
 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:  Options over Ordinary Shares of 1 pence each

     Identification code:

                                                                   ISIN Code: GB0009737155
 b)  Nature of the transaction:                                    Grant of Options
 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   1pence   1,000,000
 d)  Aggregated information:                                       See 4(c) above

     ·      Aggregated volume:

     ·      Price:
 e)  Dates of the transactions:                                    18 December 2025
 f)  Place of the transaction:                                     Off Market Transaction

d)

Aggregated information:

·      Aggregated volume:

·      Price:

See 4(c) above

 

e)

Dates of the transactions:

18 December 2025

f)

Place of the transaction:

Off Market Transaction

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                                         Ryan Murray
 2.  Reason for the notification
 a)  Position/status:                                              PDMR - Chief Financial Officer
 b)  Initial notification/Amendment:                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name:                                                         PCI-PAL PLC
 b)  LEI:                                                          213800XTX34IQYMYES95
 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:  Options over Ordinary Shares of 1 pence each

     Identification code:

                                                                   ISIN Code: GB0009737155
 b)  Nature of the transaction:                                    Grant of Options
 c)  Price(s) and volume(s):                                       Price(s)  Volume(s)
                                                                   1pence   479,499
 d)  Aggregated information:                                       See 4(c) above

     ·      Aggregated volume:

     ·      Price:
 e)  Dates of the transactions:                                    18 December 2025
 f)  Place of the transaction:                                     Off Market Transaction

d)

Aggregated information:

·      Aggregated volume:

·      Price:

See 4(c) above

 

e)

Dates of the transactions:

18 December 2025

f)

Place of the transaction:

Off Market Transaction

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHEAKAPFLESFFA



            Copyright 2019 Regulatory News Service, all rights reserved