REG - Personal Group - Grant of LTIP & CSOP options
21/06/2023 07:00
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RNS Number : 3640D Personal Group Holdings PLC 21 June 2023
Press Release 21 June 2023
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 Personal Group Holdings Plc
2023 issuance of the 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 367,384 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 2025.
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 three 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") 42.5% 1 January 2023 to 12.5% of the overall award will vest at achievement of threshold target with
42.5% vesting at maximum target and a linear sliding scale between 12.5% -
31 December 2025 42.5%
EBITDA 42.5% 1 January 2023 to 12.5% of the overall award will vest at achievement of threshold target with
42.5% vesting at maximum target and a linear sliding scale between 12.5% -
31 December 2025 42.5%
ESG Measures 15.0% 1 January 2023 to 100% vesting where the Remuneration Committee ascertains that performance
measures have been adequately met
31 December 2025
The core performance measures underpinning the vesting of awards under the
LTIP are the delivery of:
· at least 20% per annum cumulative TSR growth up to a maximum of
30% for full vesting;
· a minimum threshold of cumulative EBITDA of £11 million in the
final year of the scheme. The maximum threshold is achieved with a cumulative
EBITDA of £12.5 million or above and in the final year of the scheme and
· continued improvement on ESG metrics from the 2022 LTIP including
reducing CO(2,), setting new targets for our workforce to reflect the ethnic
and gender population of Milton Keynes, our main HO base, and having a
positive social impact on the communities where the Group trades by working
towards regular employee volunteering commitments as well as our regular
financial commitment through our charity PACT (Personal Assurance Charitable
Trust).
Full details across the Group's ESG targets and performance can be found
within the Company's annual report.
On 20 June 2023 the LTIP Awards were granted to the following PDMRs:
PDMR Number of options over ordinary shares subject to Award
Sarah Mace - Chief Financial Officer 137,858
Steve Bush - Chief Operating Officer 70,731
Karen Thornley - Chief Commercial Officer 80,619
Richard Thompson - Chief Information Officer 78,176
CSOP Awards
The Company also announces that, on 30 June 2023, it granted options over
124,993 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 30 June 2023, at an exercise price of 2.16p per share.
Number of options Exercise price (pence per share) Total number of options held Total number of ordinary shares held % holding of ordinary shares
Deborah Frost 13,888 216.00 22,634 333,678 1.068
Sarah Mace 13,888 216.00 20,010 12,136 0.039
Steve Bush 27,777 216.00 27,777 - -
Karen Thornley 13,888 216.00 28,522 2,661 0.009
Richard Thompson 13,888 216.00 22,459 - -
Other senior staff members (not a PDMR) 41,664 216.00 N/A N/A N/A
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 Deborah Frost
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 Ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options
Price(s) and volume(s) Price(s) Volume(s)
CSOP - £2.16 per share 13,888
c)
d) Aggregated information
- Aggregated volume 13,888
- Price £29,998.08
e) Date of the transaction 20 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
13,888
£29,998.08
e)
Date of the transaction
20 June 2023
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 Ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options
Price(s) Volume(s)
LTIP - £0.05 per share 137,858
Price(s) and volume(s)
c) CSOP - £2.16 per share 13,888
d) Aggregated information
- Aggregated volume 151,746
- Price £36,890.98
e) Date of the transaction 20 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
151,746
£36,890.98
e)
Date of the transaction
20 June 2023
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 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 Ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options
Price(s) Volume(s)
LTIP - £0.05 per share 70,731
Price(s) and volume(s)
c) CSOP - £2.16 per share 27,777
d) Aggregated information
- Aggregated volume 98,508
- Price £63,534.87
e) Date of the transaction 20 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
98,508
£63,534.87
e)
Date of the transaction
20 June 2023
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 Commercial 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 Ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options
Price(s) Volume(s)
LTIP - £0.05 per share 80,619
Price(s) and volume(s)
c) CSOP - £2.16 per share 13,888
d) Aggregated information
- Aggregated volume 94,507
- Price £34,029.03
e) Date of the transaction 20 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
94,507
£34,029.03
e)
Date of the transaction
20 June 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Richard Thompson
2 Reason for the notification
a) Position/status Chief Information 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 Ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options
Price(s) Volume(s)
LTIP - £0.05 per share 78,176
Price(s) and volume(s)
c) CSOP - £2.16 per share 13,888
d) Aggregated information
- Aggregated volume 92,064
- Price £33,906.88
e) Date of the transaction 20 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
92,064
£33,906.88
e)
Date of the transaction
20 June 2023
f)
Place of the transaction
Outside a trading venue
- ENDS -
For more information please contact:
Personal Group Holdings Plc
Deborah Frost (CEO) / Sarah Mace (CFO) Via Alma PR
Cenkos Securities Plc
Camilla Hume / Callum Davidson (Nomad) +44 (0)20 7397 8900
Russell Kerr (Sales)
Alma PR +44 (0)20 3405 0205
Caroline Forde / Joe Pederzolli / Kinvara Verdon personalgroup@almapr.co.uk
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, and the recently developed
extension to the platform, Hapiflex.
The Group's growth strategy is centred around widening the footprint of the
business into the SME, talent-led & Public Sectors, thereby expanding the
addressable customer base. In addition, it aims to grow in its existing
industrial heartlands, to re-invigorate growth in insurance policyholders and
to drive the use of its SaaS offerings.
Group Clients include: Airbus, Barchester Healthcare, British Transport
Police, 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
(http://www.personalgroup.com/)
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