REG - Amcomri Group PLC - Grant of LTIP Options
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RNS Number : 8753D Amcomri Group PLC 12 May 2026
Amcomri Group plc
("Amcomri", the "Company" or the "Group")
Grant of LTIP Options
Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK focused,
specialist engineering services and industrial manufacturing group, announces
that it has today granted nominal cost options over an aggregate of 542,983
Ordinary Shares under the Amcomri Long Term Incentive Plan 2024 ("LTIP")
established by the Remuneration Committee to motivate, retain and incentivise
high calibre executives, and align the interests of executives with
shareholders in order to successfully grow shareholder value ("2026 LTIP
Options"). Any vesting of the 2026 LTIP Options is subject to the achievement
of Adjusted EBITDA and Total Shareholder Return performance targets over a
three-year performance period to 31 December 2028 and to continued employment,
under the terms of the LTIP.
The 2026 LTIP Options have been granted by the Remuneration Committee to the
Executive Directors and certain PDMR's as follows:
Director/PDMR Number of 2026 LTIP Options Vesting date Expiry date
Hugh Whitcomb, Chief Executive Officer 157,968 11 May 2029 11 May 2036
Mark O'Neill, Chief Operating Officer 103,926 11 May 2029 11 May 2036
Siobhán Tyrrell, Chief Financial Officer 81,511 11 May 2029 11 May 2036
Mark Mullen, PDMR 55,427 11 May 2029 11 May 2036
Steve Jones, PDMR 55,427 11 May 2029 11 May 2036
The notifications below are made in accordance with the requirements of the UK
Market Abuse Regulation.
In addition, 88,724 2026 LTIP Options have been granted to other members of
senior management of the Group under the same performance criteria.
Application of the Takeover Code to awards of 2026 LTIP Options to persons
acting in concert
Certain shareholders in the Company prior to its admission to AIM are presumed
to be acting in concert for the purposes of the Takeover Code (as defined in
the Company's admission document dated 16 December 2024 (the "Concert
Party")). Prior to the grant of the 2026 LTIP Options, collectively the
Concert Party was interested in 71.46% of the Ordinary Shares in issue.
Assuming the exercise of all existing share options and the 2026 LTIP Options,
the aggregate maximum percentage of the Concert Party in Ordinary Shares
following the grant of the 2026 LTIP Options today is 71.32%.
Under Rule 9 of the Takeover Code, any person who acquires an interest in
shares which, taken together with shares in which that person or any person
acting in concert with that person is interested, carry 30 per cent. or more
of the voting rights of a company which is subject to the Takeover Code is
normally required to make an offer to all the remaining shareholders to
acquire their shares ("Rule 9 Offer").
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of such a company but does not hold shares carrying
more than 50 per cent. of the voting rights of the company, a Rule 9 Offer
will normally be required if any further interests in shares carrying voting
rights are acquired by such person or any person acting in concert with that
person. A Rule 9 Offer must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
While the Concert Party controls over 50% of the total voting rights, the
exercise of Share Options by the Concert Party will not trigger a requirement
to make a Rule 9 Offer. However, it is possible that over the ten year life
of the Share Options the Concert Party's collective percentage shareholding
could decrease to below 50%; for example, as a result of share sales by
members of the Concert Party and/or as a result of a new Ordinary Shares being
issued. In these circumstances the exercise of Share Options could trigger a
Rule 9 Offer, unless consented to by the Takeover Panel. The Takeover Panel
has been consulted and has confirmed that, provided this disclosure is
repeated at the time the Concert Party is diluted to a percentage shareholding
below 50%, it will not require a Rule 9 Offer to be made as a result of the
exercise of the Share Options.
Grant of 2026 LTIP Options to members of the Concert Party
The interests of the Concert Party members who were granted 2026 LTIP Options
are shown in the table below. The maximum percentage has been calculated on
the basis that only the options granted to members of the Concert Party are
exercised.
Name Number of Ordinary Shares Existing share options Maximum percentage on exercise of existing share options 2026 LTIP Options Maximum percentage on exercise of all Share Options
Hugh Whitcomb 4,636,976 642,546 7.21% 157,968 7.39
Mark O'Neill 1,869,778 353,000 3.03% 103,926 3.16
Mark Mullen 500,205 265,500 1.05% 55,427 1.12
Full details of the Concert Party's composition are set out on pages 41 and 42
of the Company's Admission Document which is available
at https://amcomrigroup.com/investor-relations/aim-rule-26
(https://amcomrigroup.com/investor-relations/aim-rule-26) .
Enquiries:
Amcomri Group plc Via Walbrook
Hugh Whitcomb, Chief Executive Officer Tel: +44 (0)20 7933 8780
Mark O'Neill, Chief Operating Officer
Siobhán Tyrrell, Chief Financial Officer
Katy Birkin, Director of Corporate Development
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
Nominated adviser and broker
Adrian Hadden/Callum Davidson/Isaac Hooper - Corporate Finance
Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking
Walbrook PR Ltd Tel: +44 (0)20 7933 8780
Tom Cooper/Nick Rome amcomri@walbrookpr.com
To find out more, please visit: www.amcomrigroup.com
(http://www.amcomrigroup.com/)
Notes to Editors:
Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating
and enhancing specialist engineering services and industrial manufacturing
businesses that provide technical services to major UK infrastructure,
transportation and energy companies and bespoke mission-critical services to a
diverse range of sectors and markets.
The Group currently operates through the following two divisions:
· Embedded Engineering Division: provides specialist technical and
engineering services for major industrial, infrastructure and transportation
clients, typically with complex technical needs and undertaken in operating
environments where safety and compliance performance are critical
requirements. The division predominantly provides engineering services and
support for their clients' capital intensive, mission-critical assets such as
high voltage electrical transmission systems, petrochemical and continuous
process operations, and large power generation plants.
· B2B Manufacturing Division: focuses on selective niche B2B
markets or businesses, where the Group has identified an opportunity to
achieve enhanced financial performance by leveraging an initially strong
competitive market position combined with the Group's business improvement
capabilities.
The Group operates across a diverse range of sectors and markets, including
industrial, infrastructure and mass transportation. The Group deploys a
structured 'Buy, Improve, Build' strategy with a track record of value
enhancing acquisitions in the industrial environment. It has a particular
focus on leveraging the Group's experience and track record in relation to
acquisitions arising from owner manager 'retirement' situations, where there
are no, or limited, alternative plans for succession to sustain the enterprise
value present within the target business.
The Group has been created through a series of 19 successful acquisitions,
comprising the acquisition of 14 operating companies and 5 bolt-on
asset/business purchases, each of which has been integrated into the Group
(includes GridCore conditional acquisition of the business and assets of the
National Compliance and Testing division of the Infrastructure Solutions
business of Enerveo Limited expected to complete by 31 May 2026). Post
acquisition, the Group has a strong focus on facilitating and supporting its
operating companies with organic growth initiatives, and the Group's
businesses are well placed to take advantage of generally positive conditions
in their respective niche end markets.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Hugh Whitcomb
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Amcomri Group plc
b) LEI 64887R4549E0TZ3ZZV74
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 Ordinary shares of 1 pence each
Identification code GB00BMBWCV32
b) Nature of the transaction Grant of 2026 LTIP awards
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.01 157,968
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 11 May 2026
f) Place of the transaction XOFF
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark O'Neill
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Amcomri Group plc
b) LEI 64887R4549E0TZ3ZZV74
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 Ordinary shares of 1 pence each
Identification code GB00BMBWCV32
b) Nature of the transaction Grant of 2026 LTIP awards
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.01 103,926
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 11 May 2026
f) Place of the transaction XOFF
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Siobhán Tyrrell
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Amcomri Group plc
b) LEI 64887R4549E0TZ3ZZV74
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 Ordinary shares of 1 pence each
Identification code GB00BMBWCV32
b) Nature of the transaction Grant of 2026 LTIP awards
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.01 81,511
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 11 May 2026
f) Place of the transaction XOFF
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark Mullen
2 Reason for the notification
a) Position/status PDMR
Group Industrial Director - B2B Manufacturing
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Amcomri Group plc
b) LEI 64887R4549E0TZ3ZZV74
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 Ordinary shares of 1 pence each
Identification code GB00BMBWCV32
b) Nature of the transaction Grant of 2026 LTIP awards
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.01 55,427
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 11 May 2026
f) Place of the transaction XOFF
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Steve Jones
2 Reason for the notification
a) Position/status PDMR
Group Industrial Director - Embedded Engineering
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Amcomri Group plc
b) LEI 64887R4549E0TZ3ZZV74
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 Ordinary shares of 1 pence each
Identification code GB00BMBWCV32
b) Nature of the transaction Grant of 2026 LTIP awards
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.01 55,427
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 11 May 2026
f) Place of the transaction XOFF
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