PERSONAL GROUP HOLDINGS PLC

Remuneration Information • Apr 7, 2021

National Storage Mechanism | Additional information

RNS Number : 5868U

Personal Group Holdings PLC

07 April 2021

	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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	206,047

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	62,438

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	49,951

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	49,951

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	49,951

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	49,951

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)

Price(s)	Volume(s)
Exercise price of £0.05 per share	29,615

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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