Grant of Options under Long-Term Incentive Plan
PCI-PAL PLC has granted options over 1,479,499 ordinary shares to persons discharging managerial responsibilities, including the CEO and CFO, under its new Long-Term Incentive Plan. These nominal-cost share options are subject to vesting on the third anniversary of grant, contingent on continued employment and the achievement of performance conditions related to share price targets (75% of awards) and EBITDA targets (25% of awards). Following this grant, the total number of ordinary shares subject to outstanding options is 11,247,471, representing approximately 15.5% of the company's current issued share capital.
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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* (75% of Initial Awards) | EBITDA Targets** (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.
| 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 | ||||
| a) | Name: | PCI-PAL PLC | ||||
| b) | LEI: | 213800XTX34IQYMYES95 | ||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Options over Ordinary Shares of 1 pence each ISIN Code: GB0009737155 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
| ||||
| 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 | ||||
| a) | Name: | PCI-PAL PLC | ||||
| b) | LEI: | 213800XTX34IQYMYES95 | ||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Options over Ordinary Shares of 1 pence each ISIN Code: GB0009737155 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
| ||||
| 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 |
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