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RNS Number : 4140J Personal Group Holdings PLC 05 April 2024
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 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% -
31 December 2026 50.0%.
EBITDA 50% 1 January 2024 to 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% -
31 December 2026 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 Options over 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)
LTIP - £0.05 per share 294,643
c) CSOP - £1.615 per share 37,151
d) Aggregated information
- Aggregated volume 331,794
- Price Aggregate exercise price of £74,731.01
e) Date of the transaction 4 April 2024
f) Place of the transaction Outside a trading venue
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 Options over 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 123,440
Price(s) and volume(s)
c) CSOP - £1.615 per share 18,575
d) Aggregated information
- Aggregated volume 142,015
- Price Aggregate exercise price of £36,170.65
e) Date of the transaction 4 April 2024
f) Place of the transaction Outside a trading venue
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 Options over 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 55,060
Price(s) and volume(s)
c)
d) Aggregated information
- Aggregated volume 55,060
- Price Aggregate exercise price of £2,752.98
e) Date of the transaction 4 April 2024
f) Place of the transaction Outside a trading venue
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 Options over 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 53,625
Price(s) and volume(s)
c)
d) Aggregated information
- Aggregated volume 53,625
- Price Aggregate exercise price of £2,681.25
e) Date of the transaction 4 April 2024
f) Place of the transaction Outside a trading venue
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 Options over 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 51,071
Price(s) and volume(s)
c)
d) Aggregated information
- Aggregated volume 51,071
- Price Aggregate exercise price of £2,553.57
e) Date of the transaction 4 April 2024
f) Place of the transaction Outside a trading venue
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
(http://www.personalgroup.com/)
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