Grant of LTIP & CSOP options
|
Press Release |
21 June 2023 |
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 Personal Group Holdings Plc 2023 issuance of the 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 367,384 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 2025. 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") |
42.5% |
1 January 2023 to 31 December 2025 |
12.5% of the overall award will vest at achievement of threshold target with 42.5% vesting at maximum target and a linear sliding scale between 12.5% - 42.5%
|
|
EBITDA |
42.5% |
1 January 2023 to 31 December 2025 |
12.5% of the overall award will vest at achievement of threshold target with 42.5% vesting at maximum target and a linear sliding scale between 12.5% - 42.5%
|
|
ESG Measures |
15.0% |
1 January 2023 to 31 December 2025 |
100% vesting where the Remuneration Committee ascertains that performance measures have been adequately met
|
The core performance measures underpinning the vesting of awards under the LTIP are the delivery of:
· at least 20% per annum cumulative TSR growth up to a maximum of 30% for full vesting;
· a minimum threshold of cumulative EBITDA of £11 million in the final year of the scheme. The maximum threshold is achieved with a cumulative EBITDA of £12.5 million or above and in the final year of the scheme and
· continued improvement on ESG metrics from the 2022 LTIP including reducing CO2,, setting new targets for our workforce to reflect the ethnic and gender population of Milton Keynes, our main HO base, and having a positive social impact on the communities where the Group trades by working towards regular employee volunteering commitments as well as our regular financial commitment through our charity PACT (Personal Assurance Charitable Trust).
Full details across the Group's ESG targets and performance can be found within the Company's annual report.
On 20 June 2023 the LTIP Awards were granted to the following PDMRs:
|
PDMR |
Number of options over ordinary shares subject to Award |
|
Sarah Mace - Chief Financial Officer |
137,858 |
|
Steve Bush - Chief Operating Officer |
70,731 |
|
Karen Thornley - Chief Commercial Officer |
80,619 |
|
Richard Thompson - Chief Information Officer |
78,176 |
CSOP Awards
The Company also announces that, on 30 June 2023, it granted options over 124,993 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 30 June 2023, at an exercise price of 2.16p per share.
|
|
Number of options |
Exercise price (pence per share) |
Total number of options held |
Total number of ordinary shares held |
% holding of ordinary shares |
|
Deborah Frost |
13,888 |
216.00 |
22,634 |
333,678 |
1.068 |
|
Sarah Mace |
13,888 |
216.00 |
20,010 |
12,136 |
0.039 |
|
Steve Bush |
27,777 |
216.00 |
27,777 |
- |
- |
|
Karen Thornley |
13,888 |
216.00 |
28,522 |
2,661 |
0.009 |
|
Richard Thompson |
13,888 |
216.00 |
22,459 |
- |
- |
|
Other senior staff members (not a PDMR) |
41,664 |
216.00 |
N/A |
N/A |
N/A |
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 |
||||
|
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 |
Ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
13,888
£29,998.08
|
||||
|
e)
|
Date of the transaction
|
20 June 2023 |
||||
|
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 |
Ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
151,746
£36,890.98
|
||||
|
e)
|
Date of the transaction
|
20 June 2023 |
||||
|
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 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 |
Ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
98,508
£63,534.87
|
||||
|
e)
|
Date of the transaction
|
20 June 2023 |
||||
|
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
Identification code |
Ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
94,507
£34,029.03
|
||||
|
e)
|
Date of the transaction
|
20 June 2023 |
||||
|
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 Information 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 |
Ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
92,064
£33,906.88
|
||||
|
e)
|
Date of the transaction
|
20 June 2023 |
||||
|
f)
|
Place of the transaction
|
Outside a trading venue |
||||
- ENDS -
For more information please contact:
|
Personal Group Holdings Plc |
|
|
|
Deborah Frost (CEO) / Sarah Mace (CFO) |
Via Alma PR |
|
|
|
|
|
|
Cenkos Securities Plc |
|
|
|
Camilla Hume / Callum Davidson (Nomad) |
+44 (0)20 7397 8900 |
|
|
Russell Kerr (Sales) |
|
|
|
|
|
|
|
Alma PR |
+44 (0)20 3405 0205 |
|
|
Caroline Forde / Joe Pederzolli / Kinvara Verdon |
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.
Group Clients include: Airbus, Barchester Healthcare, British Transport Police, 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
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