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REG - Personal Group - Grant of LTIP & CSOP Options

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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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