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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April 20, 2022 02:11 ET (06:11 GMT)

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