Penna Consulting : Rule 2.10 and Directors Dealings

LON_LIB1139444691

16 March 2016

PENNA CONSULTING PLC

("Penna" or "the Company")

Rule 2.10 announcement & Directors Dealings

Issue of shares from treasury

Penna Consulting plc (PNA:AIM), the international human resources consulting group, announces that it has issued 18,900 shares from treasury to satisfy the exercise of SAYE options by certain employees and directors.

Following this re-issue the total number of ordinary shares held as treasury shares is 148,099 Ordinary 5p shares and, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that is has a total of 25,927,005 Ordinary 5p shares each in issue (excluding shares held in treasury) and admitted to trading on AIM under ISIN reference GB0006794662.

The above figure of 25,927,005 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Penna under the Disclosure and Transparency Rules.

Directors' dealings

The Panel Executive has agreed on an ex-parte basis that the dealings below have no Code consequences.

Of the 18,250 shares issued from treasury, 11,250 were issued to David Firth and 6,750 were issued to Julie Towers, both Directors of Penna Consulting Plc, in respect of exercised SAYE options. These options were not subject to the irrevocable undertakings given by David Firth and Julie Towers, further details of which are available in the Rule 2.7 announcement published by Olsten (U.K.) Holdings Limited on 9 March 2016. David Firth has subsequently, on 15 March 2016 sold 11,250 shares at a price of 360 pence. Following this transaction, David Firth and Julie Towers are beneficially interested in 20,463 and 11,820 Ordinary 5p shares, respectively.

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:

Penna Consulting plc
Gary Browning, Chief Executive	Tel: [phone]
David Firth, Finance Director
Panmure Gordon (UK) Limited	Tel: [phone]
Rule 3 Adviser, Nominated Adviser & Broker
Karri Vuori / Dominic Morley / James Greenwood
J.P. Morgan Cazenove Financial adviser to Penna Christopher Dickinson Guy Bomford	Tel: [phone]
Vigo Communications	Tel: [phone]
Ben Simons, Jeremy Garcia or Fiona Henson	E: [e-mail]

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.