Last checked at 20 Apr 2022 07:00
| 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 £0.05 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 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 2022 to 31 December 2024 | 25% of Award will vest at achievement of threshold target with 100% vesting at maximum target and a linear sliding scale between 25% - 100%
|
EBITDA | 35% | 1 January 2022 to 31 December 2024 | 25% of Award will vest at achievement of threshold cumulative target with the remainder vesting on a linear scale up to the maximum threshold |
ESG Measures | 15% | 1 January 2022 to 31 December 2024 | 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 7% per annum cumulative TSR growth up to a maximum of 15% for full vesting; a minimum threshold of cumulative EBITDA of £24million 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 £29 million or above and annualised growth of at least 20%; andcontinued 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 / 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 over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / 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
| Grant of options over ordinary shares of 5p each
ISIN: GB0002760279 | ||||
b)
| Nature of the transaction
| Grant of options over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / 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 ordinary shares of 5p each
ISIN: GB0002760279 | ||||
b)
| Nature of the transaction
| Grant of options over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / 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 over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / 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 over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / 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 over ordinary shares of £0.05 each pursuant to Company's long term incentive plan | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
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 / Joe Pederzolli | +44 (0)20 3405 0205 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