Director/PDMR Shareholding

RNS Number : 4074C

Accrol Group Holdings PLC

08 February 2024

8 February 2024

Accrol Group Holdings plc

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

Awards under Long Term Incentive Plan and PDMR dealing

Accrol (AIM: ACRL), the UK's leading independent tissue converter, announces the second grant of options to executive Directors and certain senior management under the Long-Term Incentive Plan ("LTIP") announced on 5 March 2021.

The LTIP was established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.

Background

The LTIP is based on market standard annual awards and is limited to a maximum of 5% of the issued share capital of the Company over its five-year life assuming all existing LTIP options are exercised.

All awards made under the LTIP will be made by the granting of nil-cost options established in accordance with the rules of the LTIP and vesting is subject to adjusted EBITDA targets in line with the LTIP rules.

The Remuneration Committee has discretion to amend these terms to take account of, for example, corporate activities such as acquisitions to ensure that the performance targets remain appropriate. Malus and clawback provisions are also in place to reduce or recover any awards for criteria such as any material misstatement of the financial statements, a serious breach of the Company's code of ethics or a serious health and safety issue.

Award size, performance conditions and dilution

On 5 February 2024, options over 2,594,718 shares in aggregate (the "2024 Awards") were granted under the LTIP, including those set out below which were granted to directors and other persons discharging managerial responsibility:

Director / PDMR	Role	Number of shares over which 2024 Awards made
Dan Wright	Executive Chairman	488,709
Gareth Jenkins	Chief Executive Officer	1,055,065
Chris Welsh	Chief Financial Officer	401,700
Graham Cox	PDMR	506,417

The 2024 Awards are subject to the below Adjusted EBITDA targets measured over the performance period ending on 30 April 2026 and are summarised below:

Adjusted EBITDA for FY2026	Percentage of the 2024 Award that may vest
Less than £21.0m	0%
Between £21.0m and £23.0m	Between 25% and 100%
£23.0m or greater	100%

If the maximum targets are met in FY26, the total dilutive impact of the 2024 Awards will be 0.8%. The maximum aggregate dilutive effect of awards then issued under the LTIP will stand at 4.94% of the fully diluted share capital of the Company assuming all existing LTIP options are exercised.

For further information, please contact:

Accrol Group Holdings plc
Dan Wright, Executive Chairman	Via Belvedere Communications
Gareth Jenkins, Chief Executive Officer
Christopher Welsh, Chief Financial Officer

Zeus (Nominated Adviser & Broker)
Dan Bate / Jordan Warburton	Tel: +44 (0) 161 831 1512
Dominic King	Tel: +44 (0) 203 829 5000

Shore Capital Stockbrokers (Joint Broker)	Tel: +44 (0) 20 7408 4090
Malachy McEntyre/ Mark Percy / James Thomas / Isobel Jones

Belvedere Communications Limited
Cat Valentine	Tel: +44 (0) 7715 769 078
Keeley Clarke	Tel: +44 (0) 7967 816 525
	[email protected]

Overview of Accrol

Accrol Group Holdings plc is a leading tissue converter and supplier of toilet tissues, kitchen rolls, facial tissues, and wet wipes to many of the UK's leading discounters and grocery retailers across the UK. The Group now operates from five manufacturing sites suppling the UK tissue wet wipes market valued at c£3.0bn at retail sales value.

For more information, please visit www.accrol.co.uk.

Link for Accrol Today video: https://www.accrol.co.uk/our-business/

The below information and notification is made in accordance with the EU Market Abuse Regulation.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dan Wright
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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	Ordinary shares of £0.001 each ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a) Volume: 488,709 Price : £0.001
d)	Aggregated information - Aggregated volume - Price	a) Volume: 488,709 Price : £0.001
e)	Date of the transaction	a) 5 February 2024
f)	Place of the transaction	a) Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Jenkins
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	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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	Ordinary shares of £0.001 each ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a) Volume: 1,055,065 Price : £0.001
d)	Aggregated information - Aggregated volume - Price	a) Volume: 1,055,065 Price : £0.001
e)	Date of the transaction	a) 5 February 2024
f)	Place of the transaction	a) Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Welsh
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	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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	Ordinary shares of £0.001 each ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a) Volume: 401,700 Price : £0.001
d)	Aggregated information - Aggregated volume - Price	a) Volume: 401,700 Price : £0.001
e)	Date of the transaction	a) 5 February 2024
f)	Place of the transaction	a) Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Graham Cox
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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	Ordinary shares of £0.001 each ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a) Volume: 506,417 Price : £0.001
d)	Aggregated information - Aggregated volume - Price	a) Volume: 506,417 Price : £0.001
e)	Date of the transaction	a) 5 February 2024
f)	Place of the transaction	a) Off market transaction

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