|
| 5 April 2024 |
Personal Group Holdings Plc
("the Company" or "the Group")
Grant of LTIP & CSOP options
Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services provider, announces the grant of options under the Company's Long-Term Incentive Plan (the "LTIP") and the Company's HMRC approved Company Share Option Plan ("CSOP") as detailed below.
LTIP Awards
A total of 656,108 share awards have been granted under the LTIP. These are in the form of an option over ordinary shares in the Company and vest subject to the achievement of certain performance criteria and have a nominal value exercise price of £0.05 per share (the "LTIP Awards").
The vesting of the Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2026. Once vested, the options may be exercised at any time until the tenth anniversary of the award date. The Awards are subject to claw back and malus provisions.
Performance conditions
The Awards are subject to attainment of targets over two areas:
| Attainment target | % of Awards subject to Attainment Target
| Measurement Period | Number of Awards that vest if Attainment Target is satisfied |
| Total Shareholder Return ("TSR") | 50% | 1 January 2024 to 31 December 2026 | 12.5% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 12.5% - 50.0%. |
| EBITDA | 50% | 1 January 2024 to 31 December 2026 | 5.0% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 5.0% - 50.0%
|
The core performance measures underpinning the LTIP Awards are the delivery of:
| · | at least 23% per annum cumulative TSR growth up to a maximum of 39% for full vesting; and |
| · | a minimum of a 60% increase in EBITDA per share in 2026 in comparison to the 2023 value. The maximum threshold is achieved with a 90% increase in EBITDA per share in 2026 in comparison to 2023. |
On 4 April 2024 the LTIP Awards were granted to the following PDMRs:
| PDMR | Number of options over ordinary shares subject to Award |
| Paula Constant - Chief Executive Officer | 294,643 |
| Sarah Mace - Chief Financial Officer | 123,440 |
| Hywel Phillips - Chief Operating Officer | 55,060 |
| Karen Thornley - Chief Commercial Officer | 53,625 |
| Steve Bush - Chief Transformation Officer | 51,071 |
| Other senior staff members (not a PDMR) | 78,269 |
CSOP Awards
The Company also announces that, on 4 April 2024, it granted options over 55,726 new ordinary shares of 5p each in the Company to certain employees and PDMRs. These options were granted to continue the appropriate incentivisation of the Company's senior management team and employee base and will continue to be granted from time to time as the Remuneration Committee deems appropriate. These options were granted under the Company's CSOP and may be exercised within 10 years from 4 April 2024, at an exercise price of 161.5p per share and vest subject to the satisfaction of certain performance criteria.
| | Number of options | Exercise price (pence per share) | Total number of CSOP options held following this grant | Total number of ordinary shares currently held | % holding of ordinary shares |
| Paula Constant | 37,151 | £1.615 | 37,151 | - | - |
| Sarah Mace | 18,575 | £1.615 | 32,463 | 12,275 | 0.039% |
The Grant of the Awards constitutes a related party transaction for the purposes of AIM Rule 13. The independent directors consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Further detail is provided below in accordance with Article 19.3 of the EU Market Abuse Regulation.
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Paula Constant | ||||
| 2
| Reason for the notification | |||||
| a)
| Position/status | Chief Executive | ||||
| b)
| Initial notification /Amendment
| Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| Personal Group Holdings Plc | ||||
| b)
| LEI
| 213800TN8BH2YYWAH345 | ||||
| 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
Identification code | Options over ordinary shares of 5p each
ISIN: GB0002760279
| ||||
| b)
| Nature of the transaction
| Grant of options | ||||
|
c)
| Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price |
331,794
Aggregate exercise price of £74,731.01
| ||||
| e)
| Date of the transaction
| 4 April 2024 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Sarah Mace | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status | CFO | ||||
| b)
| Initial notification /Amendment
| Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| Personal Group Holdings Plc | ||||
| b)
| LEI
| 213800TN8BH2YYWAH345 | ||||
| 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
Identification code | Options over ordinary shares of 5p each
ISIN: GB0002760279
| ||||
| b)
| Nature of the transaction
| Grant of options | ||||
|
c)
|
Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price |
142,015
Aggregate exercise price of £36,170.65
| ||||
| e)
| Date of the transaction
| 4 April 2024 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Hywel Phillips | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status | Chief Operating Officer | ||||
| b)
| Initial notification /Amendment
| Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| Personal Group Holdings Plc | ||||
| b)
| LEI
| 213800TN8BH2YYWAH345 | ||||
| 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
Identification code | Options over ordinary shares of 5p each
ISIN: GB0002760279
| ||||
| b)
| Nature of the transaction
| Grant of options | ||||
|
c)
|
Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price |
55,060
Aggregate exercise price of £2,752.98
| ||||
| e)
| Date of the transaction
| 4 April 2024 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Karen Thornley | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status | Chief Product and Partnerships Officer | ||||
| b)
| Initial notification /Amendment
| Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| Personal Group Holdings Plc | ||||
| b)
| LEI
| 213800TN8BH2YYWAH345 | ||||
| 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
Identification code | Options over ordinary shares of 5p each
ISIN: GB0002760279
| ||||
| b)
| Nature of the transaction
| Grant of options | ||||
|
c)
|
Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price |
53,625
Aggregate exercise price of £2,681.25
| ||||
| e)
| Date of the transaction
| 4 April 2024 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Steve Bush | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status | Chief Transformation Officer | ||||
| b)
| Initial notification /Amendment
| Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| Personal Group Holdings Plc | ||||
| b)
| LEI
| 213800TN8BH2YYWAH345 | ||||
| 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
Identification code | Options over ordinary shares of 5p each
ISIN: GB0002760279
| ||||
| b)
| Nature of the transaction
| Grant of options | ||||
|
c)
|
Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price |
51,071
Aggregate exercise price of £2,553.57
| ||||
| e)
| Date of the transaction
| 4 April 2024 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
- ENDS -
For more information please contact:
| | | |
| Personal Group Holdings Plc |
| |
| Paula Constant (CEO) / Sarah Mace (CFO) | Via Alma | |
|
|
| |
| Cavendish Capital Markets Limited |
| |
| Camilla Hume / Callum Davidson (Nomad) | +44 (0)20 7397 8900 | |
| Jasper Berry (Sales) | | |
| | | |
| Alma Strategic Communications | +44 (0)20 3405 0205 | |
| Caroline Forde / Joe Pederzolli / Kinvara Verdon | personalgroup@almastrategic.com | |
| | | |
Notes to Editors
Personal Group Holdings Plc (AIM: PGH) is a workforce benefits and services provider. The Group enables employers across the UK to improve employee engagement and support their people's physical, mental, social and financial wellbeing. Its vision is to create a brighter future for the UK workforce.
Personal Group provides health insurance services and a broad range of employee benefits, engagement, and wellbeing products. Its offerings can also be delivered through its proprietary app, Hapi.
Group Clients include Airbus, Barchester Healthcare, British Airways, Merseyrail, Randstad, Royal Mail Group, The Royal Mint, the Sandwell & Birmingham NHS Trust, Stagecoach Group plc, and The University of York.
For further information on the Group please see www.personalgroup.com
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