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
31 December 2026
|
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% -
50.0%.
|
|
EBITDA
|
50%
|
1 January 2024 to
31 December 2026
|
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% - 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
Identification code
|
Options over ordinary shares of 5p
each
ISIN: GB0002760279
|
|
b)
|
Nature of the transaction
|
Grant of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
LTIP - £0.05 per share
CSOP - £1.615 per share
|
294,643
37,151
|
|
|
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
Identification code
|
Options over ordinary shares of 5p each
ISIN: GB0002760279
|
|
b)
|
Nature of the transaction
|
Grant of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
LTIP - £0.05 per share
CSOP - £1.615 per share
|
123,440
18,575
|
|
|
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
Identification code
|
Options over ordinary shares of 5p
each
ISIN: GB0002760279
|
|
b)
|
Nature of the transaction
|
Grant of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
LTIP - £0.05 per share
|
55,060
|
|
|
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
Identification code
|
Options over ordinary shares of 5p
each
ISIN: GB0002760279
|
|
b)
|
Nature of the transaction
|
Grant of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
LTIP - £0.05 per share
|
53,625
|
|
|
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
Identification code
|
Options over ordinary shares of 5p
each
ISIN: GB0002760279
|
|
b)
|
Nature of the transaction
|
Grant of options
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
LTIP - £0.05 per share
|
51,071
|
|
|
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