Share Awards, Exercise of Options & PDMR Dealings

TPXimpact Holdings PLC

06 August 2024

 

6 August 2024

TPXimpact Holdings PLC

("TPX", or the "Group", or the "Company")

FY24 Short-Term Incentive Share Award, FY24 Long-Term Incentive Share Award, Exercise of Options and PDMR Dealings

TPXimpact Holdings PLC (AIM: TPX), the technology-enabled services company focused on people-powered transformation, announces the Company's Remuneration Committee has approved a grant of nominal cost share options to its Executive Directors under its short-term incentive Share Award Plan ("STIP") and Long-Term Incentive Plan ("LTIP").

The STIP is comprised of a total of 913,570 nominal cost share options over ordinary shares ("Awards") in the Company, which are immediately exercisable. This grant follows an assessment of executive director performance against a number of objectives in relation to FY24, including revenue and adjusted EBITDA growth targets against budget, improved commercial performance (e.g. staff utilisation rates and new business targets), establishment of (and compliance with) new banking covenants, and employee engagement scores exceeding those in FY23.

The LTIP is comprised of a total of up to 874,036 nominal cost share options over ordinary shares ("Awards") in the Company, which will become exercisable on 1 November 2026, subject to a number of performance conditions, including continued employment to that date, relative TSR performance against the AIM All-Share Index and EPS growth over the three financial years to the year ending 31 March 2026, and a number of ESG targets.  These objectives will be fully disclosed in the Company's FY24 Annual Report & Accounts, expected to be published in late August 2024.

PDMR Dealings

The following awards have been granted to the person(s) discharging managerial responsibilities.

Director	Role	Number of STIP awards	Number of LTIP awards
Bjorn Conway	Chief Executive Officer	765,766	874,036
Steve Winters	Chief Financial Officer	147,804	Nil

To satisfy the STIP Option Exercise, 913,570 ordinary shares have been allocated from the Company's Employee Benefit Trust ("EBT").

Concurrent with the Option Exercise, in order to meet tax liabilities due, Mr Conway has sold 370,150  Ordinary Shares at a price of 48.5 pence per Ordinary Share and Mr Winters has sold 71,462 Ordinary Shares at a price of 48.5 pence per Ordinary Share.

Following the exercise of Options and sale of 441,612 Ordinary Shares in the Group, Mr Conway is now interested in 546,394 Ordinary Shares in the Group and Mr Winters is now interested in 791,248 Ordinary Shares, representing 0.59% and 0.86% respectively, of the Company's total share capital.

Total Voting Rights

TPXimpact Holdings PLC's total issued share capital consists of 92,159,555 Ordinary Shares of 1p each ("Ordinary Shares").

The Company does not hold any Ordinary Shares in treasury.

The total number of voting rights in the Company is 92,159,555 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Enquiries:

TPXimpact Holdings Bjorn Conway, CEO Steve Winters, CFO Stifel Nicolaus Europe Limited (Nomad and Joint Broker) Fred Walsh Ben Good Sarah Wong	Via Alma Strategic [phone]
Dowgate Capital Limited (Joint Broker) James Serjeant Russell Cook	[phone]
Alma Strategic Communications (Financial PR) Josh Royston Kieran Breheny	[e-mail] [phone]

 About TPXimpact

We believe in a world enriched by people-powered digital transformation. Working in collaboration with organisations, we're on a mission to accelerate positive change and build a future where people, places and the planet are supported to thrive.

Led by passionate people, TPXimpact works closely with its clients in agile, multidisciplinary teams; challenging assumptions, testing new approaches and building confidence and capabilities. Combining our rich heritage with expertise in human-centred design, data, experience and technology, we work to create sustainable solutions with the flexibility to learn, evolve and change.

The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with over 90% of its FY24 revenues represented by public services clients.

More information is available at www.tpximpact.com.

1		Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Bjorn Conway
2		Reason for the notification
a)	Position/status		Chief Executive Officer
b)	Initial notification /Amendment		Initial notification
3		Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name		TPXimpact Holdings Plc
b)	LEI		2138004S9O18Q6F9MS74
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		Ordinary Shares
	Identification code		ISIN:  GB00BGGK0V60
b)	Nature of the transaction		a)    Award of options pursuant to the TPXimpact Holdings plc 2024 CEO STIP b)    Award of options pursuant to the TPXimpact Holdings plc 2024 CEO LTIP c)     Exercise of Options d)    Sale of Ordinary Shares
c)	Price(s) and volume(s)		a)    Award of options pursuant to the TPXimpact Holdings plc  2024 CEO STIP a.     Price: 1p b.     Volume: 765,766 b)    Award of options pursuant to the TPXimpact Holdings plc 2024 CEO LTIP a.     Price: 1p b.     Volume: 874,036 c)     Exercise of Options a.     Price: 1p b.     Volume: 765,766 d)    Sale of Ordinary Shares: e)     Price: 48.5p f)     Volume:  370,150
d)	Aggregated information		1,639,802 options awarded at a price of 1 pence per Ordinary Share  765,766 Ordinary Shares exercised at a price of 1 pence per Ordinary Share  370,150 Ordinary Shares sold at a price of 48.5 pence per Ordinary Share
	- Aggregated volume
	- Price
e)	Date of the transaction		6 August 2024
f)	Place of the transaction		London Stock Exchange (AIM)

1		Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Steve Winters
2		Reason for the notification
a)	Position/status		Chief Financial Officer
b)	Initial notification /Amendment		Initial notification
3		Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name		TPXimpact Holdings Plc
b)	LEI		2138004S9O18Q6F9MS74
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		Ordinary Shares
	Identification code		ISIN:  GB00BGGK0V60
b)	Nature of the transaction		a)    Award of options pursuant to the TPXimpact Holdings plc 2024 CFO STIP b)    Exercise of Options c)     Sale of Ordinary Shares
c)	Price(s) and volume(s)		a)    Award of options pursuant to the TPXimpact Holdings plc 2024 CFO  STIP a.     Price: 1p b.     Volume: 147,804 b)    Exercise of Options a.     Price: 1p b.     Volume: 147,804 c)     Sale of Ordinary Shares: a.     Price: 48.5p b.     Volume:  71,462
d)	Aggregated information		147,804 options awarded at a price of 1 pence per Ordinary Share  147,804  Ordinary Shares exercised at a price of 1 pence per Ordinary Share  71,462 Ordinary Shares sold at a price of 48.5 pence per Ordinary Share
	- Aggregated volume
	- Price
e)	Date of the transaction		6 August 2024
f)	Place of the transaction		London Stock Exchange (AIM)

 

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