|
| 07 April 2021 |
Personal Group Holdings Plc
("the Company" or "Group")
Long Term Incentive Plan Awards
Personal Group Holdings Plc (AIM: PGH), the technology-enabled employee benefits and services provider, announces the grant of share awards under the Personal Group Holdings Plc 2021 Long Term Incentive Plan (the "LTIP"). The LTIP has been established in order to reward and incentivise the senior executives to deliver sustainable growth for the Company and to create material value for shareholders.
The 2021 Plan replaces the LTIP that Personal Group has had in place since 2012 and which expired early 2020. 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 2023. 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:
- Total shareholder return - 50% of Award, with 25% vesting at achievement of threshold target, 100% vesting at maximum target, and a linear sliding scale between 25% and 100%.
- EBITDA - 35% of Award, with 25% vesting at achievement of threshold 3-year cumulative target, 100% vesting at maximum target, and a linear sliding scale between 25% and 100%.
- ESG Measures - 15% of Award, with 100% vesting where the Remuneration Committee ascertains that all 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% TSR for full vesting, and EBITDA of at least £27m up to a maximum of £35m, in aggregate over the three financial years ending 31 December 2023. The ESG targets relate to reducing CO2 usage, having a positive social impact on the communities where the Group trades and continuing to ensure robust governance.
On 6 April 2021, Awards were granted to the following individuals:
| PDMR | Number of options over ordinary shares subject to Award |
| Deborah Frost - Chief Executive | 206,047 |
| Sarah Mace - Chief Financial Officer | 62,438 |
| Ashley Doody - Chief Information Officer | 49,951 |
| Rebekah Tapping - Group HR Director | 49,951 |
| Karen Thornley - Chief Commercial Officer | 49,951 |
| Richard Thompson - MD Let's Connect | 49,951 |
In addition to the Awards detailed above, on 6 April 2021 a further award of 29,615 options over ordinary shares was granted to Deborah Frost. These options will vest on 31 March 2022 and have no performance conditions attached to them other than the requirement for Deborah to remain with the Group on the date of vesting. In July 2020, the Remuneration Committee approved that the award, which had an equivalent value of £75,000 at that time, be made to Deborah once the new LTIP mechanism had been established, in recognition of her contributions since joining the Group. These will also be in the form of nil cost options.
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 | 6 April 2021 | ||||
| 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 | 6 April 2021 | ||||
| f)
| Place of the transaction | Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name | Ashley Doody | ||||
| 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
| 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 | 6 April 2021 | ||||
| f)
| Place of the transaction | Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name | Rebekah Tapping | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status | Group HR Director | ||||
| 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 | 6 April 2021 | ||||
| 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 | 6 April 2021 | ||||
| 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 | Managing Director, Let's Connect | ||||
| 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 | 6 April 2021 | ||||
| f)
| Place of the transaction | Outside a trading venue | ||||
| 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 | ||||
| c)
| Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information - Aggregated volume - Price
|
N/A - single transaction | ||||
| e)
| Date of the transaction | 6 April 2021 | ||||
| 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 |
| |
| Max Hartley / Callum Davidson (Nomad) | +44 (0)20 7397 8900 | |
| Russell Kerr (Sales) |
| |
|
|
| |
| Alma PR | +44 (0)20 3405 0205 | |
| Susie Hudson / Caroline Forde / Harriet Jackson | personalgroup@almapr.co.uk | |
Notes to Editors
Personal Group Holdings Plc (AIM: PGH) is a digitally-enabled employee 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. Many of these services are delivered through its proprietary app, Hapi.
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, DHL Supply Chain Limited, Merseyrail, Randstad, Royal Mail Group, the Sandwell & Birmingham NHS trust and Stagecoach Group plc. c.40% of clients are served by two or more group companies.
For further information, please see www.personalgroup.com
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