Director/PDMR Shareholding
Kistos Holdings plc announced a transfer of ordinary shares from Executive Chairman Andrew Austin to his former wife, Mrs. Kulie Austin, as part of divorce settlement arrangements. This transfer involves 3,000,000 directly held shares and 4,147,581 shares held in his pension scheme, all at nil consideration. Mrs. Austin has undertaken not to pledge, borrow against, or sell these shares unless Mr. Austin sells an equal number, and she will vote in accordance with Mr. Austin's instructions and accept any takeover offer he accepts. Following these transfers, Mr. Austin will retain voting rights over an aggregate of 14,320,679 ordinary shares, representing approximately 17.25% of the company's voting rights.
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PDMR Shareholding
The Company announces the below transfer of ordinary shares in the Company which are currently held by Mr Andrew Austin, Executive Chairman.
As part of the property division arrangements in relation to Mr Andrew Austin's divorce from Mrs Kulie Austin, Mr Andrew Austin has been directed pursuant to the High Court Order to transfer legal rights to 50% of the 6,000,000 ordinary shares in Kistos held directly by him at the time of separation and 50% of the 8,295,162 ordinary shares in Kistos currently held in his small self-administered pension scheme (SASS) to Mrs Kulie Austin (and any pension arrangement of her choosing under an associated pension sharing order).
No ordinary shares in the Company currently held by Mr Andrew Austin have been, or will be, sold as part of these arrangements and the transfer of these shares will be made at nil consideration.
As part of the property division arrangements, Mrs Kulie Austin has given an undertaking to the High Court that:
- she will not pledge or borrow against her shareholding in Kistos;
- she will not sell or transfer any of the ordinary shares in Kistos received under these arrangements unless required by law, subject to the following exception:
- In the event that Mr Andrew Austin sells or transfers any ordinary shares in Kistos, Mrs Kulie Austin is permitted (but is not obliged) to sell an equal number of shares within 60 days of any sale by Mr Andrew Austin;
- she will accept, vote to accept, or provide an irrevocable undertaking to accept, any takeover offer for Kistos (in the event that one is made), where such offer is accepted by Mr Andrew Austin; and
- she will vote, or procure the voting, of all of the ordinary shares in Kistos received under these arrangements in accordance with the instructions of Mr Andrew Austin.
These undertakings will remain in place for as long as Mr Andrew Austin remains a shareholder in the Company.
Following the transfers, which will take place in the coming weeks, the resultant shareholdings will be:
| Mr Andrew Austin ordinary shares held directly | 3,025,517 |
| Mr Andrew Austin ordinary shares held in his SASS | 4,147,581 |
| Mrs Kulie Austin ordinary shares held directly | 3,000,000 |
| Mrs Kulie Austin ordinary shares held in a pension arrangement of her choosing | 4,147,581 |
Given the undertakings in place as a result of the property division arrangements, Mr Andrew Austin retains the voting rights of the aggregate 14,320,679 ordinary shares in the Company, as set out above, which represents approximately 17.25% of the Company's voting rights.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Andrew Philip Austin |
| 2 | Reason for the notification PDMR | |
| a) | Position/status | Executive Chairman |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Kistos Holdings plc |
| b) | LEI | 213800L2ET5KEP3OMV07 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10p each |
| Identification code | GB00BP7NQJ77 | |
| b) | Nature of the transaction | Transfers for no consideration pursuant to court order and associated pension sharing order |
| c) | Price(s) and volume(s) | Price Volume a) n/a b) n/a 3,000,000 4,147,581 |
| d) | Aggregated information · Aggregated volume · Price | 7,147,581 n/a |
| e) | Date of the transaction | Notified 8 th May 2026 |
| f) | Place of the transaction | XOFF |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.