PNA.L Regulatory News (PNA)

29 April 2016

PENNA CONSULTING PLC

("Penna" or "the Company")

Block listing application

Application has been made to the London Stock Exchange for the admission of 1,804,359 Ordinary Shares of 5p each to trading on AIM by way of a block listing.

The shares will be issued fully paid and will, upon issue, rank pari passu in all respects with the existing ordinary shares in issue. The shares will not be issued immediately but when the scheme rules allow and will be issued following an exercise of options under the Penna Consulting plc Long Term Incentive Plan 2007.

It is expected that admission and dealings will become effective in the new Ordinary Shares on 5 May 2016.

The Panel Executive has agreed on an ex-parte basis that the dealings above have no Code consequences. This announcement has been made with the consent of Olsten (U.K.) Holdings Limited.

A copy of this announcement will be made available on the Company's website.

Enquiries:

About Penna Consulting plc

Penna is a global people management business. We work with over 2,000 organisations in more than 70 countries including 70 of the FTSE 100 and some of the highest profile public sector bodies.

Our vision is to make every organisation great through the performance of their people. We believe that for any organisation to achieve greatness they must be able to successfully attract, develop and transition individuals.

As the only provider able to offer proven solutions across the entire employee lifecycle from attraction to transition, we are uniquely positioned to help organisations successfully address whatever talent opportunities and challenges they may be facing.

This unique breadth of expertise enables us to offer integrated, innovative, tailored solutions that have a measurable impact on business performance.

Panmure Gordon is authorised and regulated in the United Kingdom by the FCA. Panmure Gordon is acting as Rule 3 Adviser, nominated adviser and corporate broker exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to any matter referred to herein.

J.P. Morgan Limited is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Limited conducts its UK investment banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is acting as financial adviser exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.