TIDMPGH
RNS Number : 7202I
Personal Group Holdings PLC
20 April 2022
20 April 2022
Personal Group Holdings Plc
("the Company" or "Group")
Grant of awards under the
Personal Group Holdings Plc 2022 Long Term Incentive Plan
And
Notification of transaction by PDMRs
Personal Group Holdings Plc (AIM: PGH), the workforce benefits
and services provider, announces the grant of a total of 506,377
share awards under the Personal Group Holdings Plc 2022 Long Term
Incentive Plan (the "LTIP") to certain Persons Discharging
Managerial responsibilities ("PDMR") as detailed below.
The awards are in the form of an option over ordinary shares in
the Company, which vest subject to the achievement of certain
performance criteria and which have a nominal value exercise price
of GBP0.05 per share (the "Awards").
The vesting of the Awards is subject to the satisfaction of
performance conditions assessed over the three financial years
ending 31 December 2024. 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 % of Awards Measurement Number of Awards that vest
target subject to Period if Attainment Target is satisfied
Attainment
Target
Total Shareholder 50% 1 January 2022 25% of Award will vest at achievement
Return ("TSR") to of threshold target with 100%
31 December vesting at maximum target and
2024 a linear sliding scale between
25% - 100%
EBITDA 35% 1 January 2022 25% of Award will vest at achievement
to of threshold cumulative target
31 December with the remainder vesting
2024 on a linear scale u p to the
maximum threshold
ESG Measures 15% 1 January 2022 100% vesting where the Remuneration
to Committee ascertains that performance
31 December measures have been adequately
2024 met
The core performance measures underpinning the vesting of awards
under the LTIP are the delivery of:
-- at least 7% per annum cumulative TSR growth up to a maximum of 15% for full vesting;
-- a minimum threshold of cumulative EBITDA of GBP24million and annualised growth of at least 20%, using 2021 as the
base period, over the measurement period. The maximum threshold is achieved with a cumulative EBITDA of GBP29
million or above and annualised growth of at least 20%; and
-- continued improvement on ESG metrics from the 2021 LTIP including reducing CO2 usage, having a positive social
impact on the communities where the Group trades and continuing to ensure robust governance, for example formal
stakeholder engagement programmes and ensuring a balanced representation on the Board.
Full details across the Group's ESG targets and performance can
be found within the Company's annual report.
On 19 April 2022, Awards were granted to the following
PDMRs:
PDMR Number of options
over ordinary shares
subject to Award
Deborah Frost - Chief Executive 199,700
Sarah Mace - Chief Financial Officer 84,602
Liam McGrath - Chief Operating Officer 83,208
Julie Stayte - Group People Officer 41,416
Karen Thornley - Chief Commercial Officer 49,475
Richard Thompson - Chief Customer and Product
Officer 47,976
Personal Group recognises the importance of rewarding all its
employees for their contributions and has several broader
incentivisation schemes in place in addition to the above,
including a Company Share Option Scheme.
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 Officer
b) Initial notification Initial
/ Amendment
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 Options over ordinary shares of
financial instrument, 5p each
type of instrument ISIN: GB0002760279
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 199,700
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
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 Chief Financial Officer
b) Initial notification Initial
/ Amendment
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 Grant of options over ordinary shares
financial instrument, of 5p each
type of instrument ISIN: GB0002760279
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 84,602
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Liam McGrath
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification Initial
/ Amendment
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 Options ordinary shares of 5p each
financial instrument, ISIN: GB0002760279
type of instrument
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 83,208
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Julie Stayte
2 Reason for the notification
a) Position/status Group People Officer
b) Initial notification Initial
/ Amendment
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 Options over ordinary shares of
financial instrument, 5p each
type of instrument ISIN: GB0002760279
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 41,416
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
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 Initial
/ Amendment
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 Options over ordinary shares of
financial instrument, 5p each
type of instrument ISIN: GB0002760279
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 49,475
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
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 Customer and Product Officer
b) Initial notification Initial
/ Amendment
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 Options over ordinary shares of
financial instrument, 5p each
type of instrument ISIN: GB0002760279
Identification code
b) Nature of the transaction Grant of options over ordinary shares
of GBP0.05 each pursuant to Company's
long term incentive plan
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price
of GBP0.05
per share 47,976
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 19 April 2022
f) Place of the transaction Outside a trading venue
-ENDS-
For more information please contact:
Personal Group Holdings Plc
Deborah Frost / Sarah Mace +44 (0)1908 605 000
Cenkos Securities Plc
Camilla Hume / Callum Davidson
(Nominated Adviser) +44 (0)20 7397 8900
Russell Kerr (Sales)
Alma PR
Susie Hudson / Lily Soares Smith +44 (0)20 3405 0205
/ Joe Pederzolli 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.
Clients include: Arsenal FC, Barchester Healthcare, Merseyrail,
Randstad, Royal Mail Group, The Royal Mint, the Sandwell &
Birmingham NHS Trust, Stagecoach Group plc, and The University of
York. 34% of clients are served by two or more group companies.
For further information on the Group please see
www.personalgroup.com
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END
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