REG - Personal Group - Long Term Incentive Plan Awards
20/04/2022 07:00
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RNS Number : 7202I Personal Group Holdings PLC 20 April 2022
20 April 2022
Personal Group Holdings Plc
("the Company" or "Group")
Grant of awards under the
Personal Group Holdings Plc 2022 Long Term Incentive Plan
And
Notification of transaction by PDMRs
Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services
provider, announces the grant of a total of 506,377 share awards under the
Personal Group Holdings Plc 2022 Long Term Incentive Plan (the "LTIP") to
certain Persons Discharging Managerial responsibilities ("PDMR") as detailed
below.
The awards are in the form of an option over ordinary shares in the Company,
which vest subject to the achievement of certain performance criteria and
which have a nominal value exercise price of £0.05 per share (the "Awards").
The vesting of the Awards is subject to the satisfaction of performance
conditions assessed over the three financial years ending 31 December 2024.
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") 50% 1 January 2022 to 25% of Award will vest at achievement of threshold target with 100% vesting at
maximum target and a linear sliding scale between 25% - 100%
31 December 2024
EBITDA 35% 1 January 2022 to 25% of Award will vest at achievement of threshold cumulative target with the
remainder vesting on a linear scale up to the maximum threshold
31 December 2024
ESG Measures 15% 1 January 2022 to 100% vesting where the Remuneration Committee ascertains that performance
measures have been adequately met
31 December 2024
The core performance measures underpinning the vesting of awards under the
LTIP are the delivery of:
* at least 7% per annum cumulative TSR growth up to a maximum of 15% for full
vesting;
* a minimum threshold of cumulative EBITDA of £24million and annualised growth
of at least 20%, using 2021 as the base period, over the measurement period.
The maximum threshold is achieved with a cumulative EBITDA of £29 million or
above and annualised growth of at least 20%; and
* continued improvement on ESG metrics from the 2021 LTIP including reducing
CO(2) usage, having a positive social impact on the communities where the
Group trades and continuing to ensure robust governance, for example formal
stakeholder engagement programmes and ensuring a balanced representation on
the Board.
Full details across the Group's ESG targets and performance can be found
within the Company's annual report.
On 19 April 2022, Awards were granted to the following PDMRs:
PDMR Number of options over ordinary shares subject to Award
Deborah Frost - Chief Executive 199,700
Sarah Mace - Chief Financial Officer 84,602
Liam McGrath - Chief Operating Officer 83,208
Julie Stayte - Group People Officer 41,416
Karen Thornley - Chief Commercial Officer 49,475
Richard Thompson - Chief Customer and Product Officer 47,976
Personal Group recognises the importance of rewarding all its employees for
their contributions and has several broader incentivisation schemes in place
in addition to the above, including a Company Share Option Scheme.
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 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 over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 199,700
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
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 Chief Financial 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 Grant of options over ordinary shares of 5p each
Identification code ISIN: GB0002760279
b) Nature of the transaction Grant of options over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 84,602
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Liam McGrath
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 ordinary shares of 5p each
Identification code
ISIN: GB0002760279
b) Nature of the transaction Grant of options over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 83,208
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Julie Stayte
2 Reason for the notification
a) Position/status Group People 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 over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 41,416
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
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 Options over ordinary shares of 5p each
Identification code ISIN: GB0002760279
b) Nature of the transaction Grant of options over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 49,475
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
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 Customer and Product 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 over ordinary shares of £0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of £0.05 per share 47,976
d) Aggregated information
- Aggregated volume
- Price N/A - single transaction
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
19 April 2022
f)
Place of the transaction
Outside a trading venue
-ENDS-
For more information please contact:
Personal Group Holdings Plc
Deborah Frost / Sarah Mace +44 (0)1908 605 000
Cenkos Securities Plc
Camilla Hume / Callum Davidson (Nominated Adviser) +44 (0)20 7397 8900
Russell Kerr (Sales)
Alma PR
Susie Hudson / Lily Soares Smith / Joe Pederzolli +44 (0)20 3405 0205
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.
Clients include: Arsenal FC, Barchester Healthcare, Merseyrail, Randstad,
Royal Mail Group, The Royal Mint, the Sandwell & Birmingham NHS Trust,
Stagecoach Group plc, and The University of York. 34% of clients are served by
two or more group companies.
For further information on the Group please see www.personalgroup.com
(http://www.personalgroup.com)
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