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On 8 April 2025, Personal Group Holdings Plc granted a total of 446,751 share awards as options under its Long-Term Incentive Plan to six Persons Discharging Managerial Responsibilities (PDMRs) and other senior staff. These options have a nominal exercise price of £0.05 per share and vest subject to performance criteria over the three financial years ending 31 December 2027.
| Date | 9 Apr 2025 |
| Time | 07:00:10 |
| Category | Director/PDMR dealings |
| ID | 2110E |
9 April 2025
Personal Group Holdings Plc
("the Company" or "the Group")
Grant of LTIP
Personal Group Holdings Plc (AIM: PGH), the workforce benefits and health insurance provider, announces the grant of options under the Company's Long-Term Incentive Plan (the "LTIP") as detailed below.
LTIP Awards
A total of 446,751 share awards have been granted under the LTIP. These are in the form of an option over ordinary shares in the Company and vest subject to the achievement of certain performance criteria and have a nominal value exercise price of £0.05 per share (the "LTIP Awards").
The vesting of the LTIP Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2027. Once vested, the options may be exercised at any time until the tenth anniversary of the award date. The LTIP Awards are subject to claw back and malus provisions.
Performance conditions
The LTIP Awards are subject to performance hurdles on two targets, as below:
|
Attainment Target |
% of LTIP Awards subject to Attainment Target
|
Measurement Period |
Number of LTIP Awards that vest if Attainment Target is satisfied |
|
Total Shareholder Return ("TSR")1 |
50% |
1 January 2025 to 31 December 2027 |
12.5% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 12.5% - 50.0%. |
|
Adjusted EBITDA2 |
50% |
1 January 2025 to 31 December 2027 |
12.5% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 5.0% - 50.0%
|
1 Total Shareholder Return = ((Average Closing Share Price - Average Opening Share Price) + cash dividends paid in the Performance Period) divided by the Average Opening Share Price, with the resultant growth rate expressed as an annual compound growth rate.
2 Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation of intangible assets, goodwill impairment, share-based payment expenses, profit or loss on disposal of subsidiaries, corporate acquisition costs and restructuring costs.
The core performance measures underpinning the LTIP Awards are the delivery of:
|
· |
at least 14.9% per annum cumulative TSR growth up to a maximum of 26.6% for full vesting; and |
|
· |
a minimum of a 55% increase in EBITDA per share in 2027 in comparison to the 2024 value. The maximum threshold is achieved with an 80% increase in EBITDA per share in 2027 in comparison to 2024. |
On 08 April 2025 the LTIP Awards were granted to the following PDMRs:
|
PDMR |
Number of options over ordinary shares subject to Award |
|
Paula Constant - Chief Executive Officer |
151,134 |
|
Sarah Mace - Chief Financial Officer |
94,976 |
|
Hywel Phillips - Chief Operating Officer |
50,835 |
|
Helen Tinnelly - Chief Commercial Officer |
37,795 |
|
Arianne Riddell - Chief Sales Officer |
37,795 |
|
Karen Thornley - Chief Product and Partnerships Officer |
31,738 |
|
Other senior staff members (non-PDMR) |
42,478 |
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
|
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a)
|
Name
|
Paula Constant |
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|
2
|
Reason for the notification |
|||||
|
a)
|
Position/status |
Chief Executive |
||||
|
b)
|
Initial notification /Amendment
|
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
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a)
|
Name
|
Personal Group Holdings Plc |
||||
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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
|
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|
b)
|
Nature of the transaction
|
Grant of options |
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|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
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e)
|
Date of the transaction
|
8 April 2025 |
||||
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f)
|
Place of the transaction
|
Outside a trading venue |
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|
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 |
Options over ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
|
e)
|
Date of the transaction
|
8 April 2025 |
||||
|
f)
|
Place of the transaction
|
Outside a trading venue |
||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
a)
|
Name
|
Hywel Phillips |
||||
|
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 over ordinary shares of 5p each
ISIN: GB0002760279
|
||||
|
b)
|
Nature of the transaction
|
Grant of options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
|
e)
|
Date of the transaction
|
8 April 2025 |
||||
|
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 Product and Partnerships 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 |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
|
e)
|
Date of the transaction
|
8 April 2025 |
||||
|
f)
|
Place of the transaction
|
Outside a trading venue |
||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
a)
|
Name
|
Helen Tinnelly |
||||
|
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 |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
|
e)
|
Date of the transaction
|
8 April 2025 |
||||
|
f)
|
Place of the transaction
|
Outside a trading venue |
||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
a)
|
Name
|
Arianne Riddell |
||||
|
2
|
Reason for the notification
|
|||||
|
a)
|
Position/status |
Chief Sales 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 |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price |
N/A
|
||||
|
e)
|
Date of the transaction
|
8 April 2025 |
||||
|
f)
|
Place of the transaction
|
Outside a trading venue |
||||
- ENDS -
For more information please contact:
|
|
|
|
|
Personal Group Holdings Plc |
|
|
|
Paula Constant (CEO) / Sarah Mace (CFO) |
Via Alma |
|
|
|
|
|
|
Canaccord Genuity Limited (Nominated Adviser & Broker) |
|
|
|
Max Hartley / Harry Rees |
+44 (0)20 7523 8000 |
|
|
|
|
|
|
Alma Strategic Communications |
+44 (0)20 3405 0205 |
|
|
Caroline Forde / Kinvara Verdon / Rose Docherty |
||
|
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Notes to Editors
Personal Group Holdings Plc (AIM: PGH) is a workforce benefits and health insurance provider. Its vision is to be the champion of affordable and accessible insurance and benefits, keeping businesses and their employees happy, healthy and protected. The Group is proud to support the health and wellbeing of c. 1.25 million UK employees.
The Group's insurance provides employees with access to affordable, individual policies for hospital, recovery and death benefit plans. The Group's award-winning benefits platform, Hapi, brings together extensive employee benefits, discounts and rewards, in one responsive platform. As well as being sold direct to employers, the Hapi platform supports Sage's Employee Benefits offerings for SMEs.
This comprehensive range of offerings, powerful platform and unique sales model of face-to-face, one-to-one engagement with employees, provides Personal Group with a strong market position from which to grow.
Head-quartered in Milton Keynes, the Group has built an extensive blue-chip customer list over its 40-year history, including Airtanker, B & Q, Barchester Healthcare, British Transport Police, British Airways, Merseyrail, Office of National Statistics, Randstad, Royal Mail Group, The Royal Mint, Stagecoach Group plc, and The University of York.
For further information on the Group please see www.personalgroup.com