Grant of LTIP & CSOP options

Personal Group Holdings PLC
21 June 2023
 

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)

 

 

Price(s)

Volume(s)

CSOP - £2.16 per share

13,888

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)

 

 

Price(s)

Volume(s)

LTIP - £0.05 per share

CSOP - £2.16 per share

137,858

13,888

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)

 

 

Price(s)

Volume(s)

LTIP - £0.05 per share

CSOP - £2.16 per share

70,731

27,777

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)

 

 

Price(s)

Volume(s)

LTIP - £0.05 per share

CSOP - £2.16 per share

80,619

13,888

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)

 

 

Price(s)

Volume(s)

LTIP - £0.05 per share

CSOP - £2.16 per share

78,176

13,888

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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