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RNS Number : 1915U Public Policy Holding Company, Inc. 27 June 2024
Public Policy Holding Company, Inc.
("PPHC", the "Group" or the "Company")
Options and Restricted Stock Units Issuance and Director/PDMR Dealings and
LTIP Authority Increase
Public Policy Holding Company, Inc., the government relations and public
affairs group providing clients with a fully integrated and comprehensive
range of services, announces that it has granted the following to a broad
range of its current employee base, including certain Directors and senior
employees ("PDMRs") of the Company, under PPHC's 2021 Omnibus Incentive Plan
("Omnibus Plan") that was adopted in connection with the Group's admission to
AIM in December 2021:
· Options over shares of Common Stock, par value $0.001 per share
(the "Ordinary Shares") in the Company (the "Options"); and
· Restricted stock units in respect of the Ordinary Shares in the
Company ("RSUs")
Options
In total 345,000 Options have been granted on 26 June 2024 under the Omnibus
Plan. Of this tranche, no Options have been granted to PDMRs. The Options will
vest in full in three years from the grant date and will be subject to certain
acceleration and clawback events tied to continuation of employment and
compliance with various employment-related agreements. The Options will have
an exercise price of 163.2 pence per Ordinary Share, being 120% of the
closing price on the grant date, 26 June 2024.
RSUs
In total 2,930,000 RSUs have been granted on 26 June 2024 under the Omnibus
Plan. Of this tranche, 1,074,000 RSUs have been granted to PDMRs (including
Executive Directors and other senior management). The RSUs will vest across a
three year period from the grant date, split equally each year, and will be
subject to certain acceleration and clawback events tied to continuation of
employment and compliance with various employment-related agreements.
In light of the multiple earnings accretive acquisitions since IPO and the
subsequent increase in total headcount, to ensure a broader number of
employees are appropriately incentivised to deliver the Group's growth
ambitions, the Remuneration Committee and Board of Directors have approved an
increase in the Company's authority to grant LTIP awards from a maximum
of 10% to 15% of the Company's issued share capital over a rolling five year
period. This will enable the Company to increase the effectiveness of
its M&A strategy by offering appropriate incentivisation packages
to senior management of newly acquired operating entities, in addition
to the ability to continue to grant LTIP awards to existing PPHC employees.
The resultant holdings of RSUs by Directors and PDMRs are set out below:
Director / PDMR No. of RSUs previously held No. of RSUs granted Resultant interest in RSUs
Zachary Williams (Executive Director) 26,666 40,000 66,666
Johnson Green (PDMR) 66,666 50,000 116,666
Jeffrey Forbes (PDMR) 83,333 75,000 158,333
Daniel Tate (PDMR) 50,000 55,000 105,000
Mathew Lapinski (PDMR) 66,666 50,000 116,666
Rhoderick M. Shaw (PDMR) 66,666 93,000 159,666
Lawrence Spivey (PDMR) 66,666 93,000 159,666
Keenan Austin (Executive Director) 0 93,000 93,000
G. Stewart Hall (Executive Director) 100,000 100,000 200,000
Roeland Smits (executive Director) 100,000 80,000 180,000
Jill Kendrick (PDMR) 100,000 80,000 180,000
Neal Strum (PDMR) 100,000 80,000 180,000
Thomas Gensemer (PDMR) 100,000 80,000 180,000
Ronald Starzman (PDMR) 50,000 80,000 130,000
Paula Thrasher (PDMR) 25,000 25,000 50,000
Enquiries
Public Policy Holding Company, Inc. +1 (202) 688 0020
Stewart Hall, CEO
Roel Smits, CFO
Thomas Gensemer, Chief Strategy Officer
Stifel (Nominated Adviser & Joint Broker) +44 (0) 20 7710 7600
Fred Walsh, Ben Good, Sarah Wong
Zeus Capital (Joint Broker) +44 (0) 20 3829 5000
Alice Lane, David Foreman
Canaccord Genuity (Joint +44 (0) 20 7523 8000
Broker)
Simon Bridges, Andrew Potts
Buchanan Communications (Media Enquiries) +44 (0) 20 7466 5000
Chris Lane, Toto Berger pphc@buchanan.uk.com (mailto:pphc@buchanan.uk.com)
About PPHC
Incorporated in 2014, PPHC is a US-based government relations and public
affairs group providing clients with a fully integrated and comprehensive
range of services including government and public relations, research, and
digital advocacy campaigns. Engaged by approximately 1200 clients, including
companies, trade associations and non-governmental organisations, the Group is
active in all major sectors of the US. economy, including healthcare and
pharmaceuticals, financial services, energy, technology, telecoms and
transportation. PPHC's services support clients to enhance and defend their
reputations, advance policy goals, manage regulatory risk, and engage with US
federal and state-level policy makers, stakeholders, media, and the public.
PPHC operates a holding company structure and currently has ten operating
entities in the US and UK. Operating in the strategic communications market,
the Group has a strong track record of organic and acquisitive growth, the
latter focused on enhancing its capabilities and to establish new verticals,
either within new geographies or new related offerings.
Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Zachary Williams
2 Reason for the notification
b) Position/Status: Executive Director
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 40,000
Total 40,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Johnson Green
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 100,000
Total 100,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Jeffrey Forbes
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 75,000
Total 75,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Daniel Tate, Jr.
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 55,000
Total 55,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Mathew Lapinski
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 50,000
Total 50,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Lawrence Spivey
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 93,000
Total 93,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Rhoderick Shaw
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 93,000
Total 93,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Keenan Austin
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 93,000
Total 93,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: G. Stewart Hall
2 Reason for the notification
b) Position/Status: Executive Director and Chief Executive Officer
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 100,000
Total 100,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Roeland Smits
2 Reason for the notification
b) Position/Status: Executive Director and Chief Financial Officer
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 80,000
Total 80,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Jill Kendrick
2 Reason for the notification
b) Position/Status: Chief Operating Officer
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 80,000
Total 80,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Neal Strum
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 80,000
Total 80,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Thomas Gensemer
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 80,000
Total 80,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Ronald Starzman
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 80,000
Total 80,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Paula Thrasher
2 Reason for the notification
b) Position/Status: PDMR
c) Initial notification/Amendment: Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
d) Name: Public Policy Holding Company, Inc.
e) LEI: 2138008Z7B1IXVVJAZ79
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
f) Description of the financial instrument, type of Common shares of $0.001 par value
Identification Code ISIN: US7444301094
g) Nature of the transaction: Award of Restricted Stock Units under Omnibus Plan scheme
h) Price(s) and volume(s): Price(s) Volume(s)
136.0 pence 25,000
Total 25,000
i) Aggregated information:
· Aggregated volume N/A single transaction
· Price N/A single transaction
j) Date of the transaction: 26 June 2024
k) Place of the transaction: Off market transaction
i)
Aggregated information:
· Aggregated volume
· Price
N/A single transaction
N/A single transaction
j)
Date of the transaction:
26 June 2024
k)
Place of the transaction:
Off market transaction
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