Grant of LTIP Options
Amcomri Group plc has granted 542,983 ordinary share options under its Long Term Incentive Plan 2024 to executive directors and PDMRs, with vesting contingent on Adjusted EBITDA and Total Shareholder Return targets over three years. The Chief Executive Officer received 157,968 options, the Chief Operating Officer 103,926, and the Chief Financial Officer 81,511, among others. These grants are structured to align executive interests with shareholder value growth. The company also confirmed that the exercise of these options, even if it dilutes the Concert Party's holding below 50%, will not trigger a mandatory takeover offer, following consultation with the Takeover Panel.
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Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK focused, specialist engineering services and industrial manufacturing group, announces that it has today granted nominal cost options over an aggregate of 542,983 Ordinary Shares under the Amcomri Long Term Incentive Plan 2024 ("LTIP") established by the Remuneration Committee to motivate, retain and incentivise high calibre executives, and align the interests of executives with shareholders in order to successfully grow shareholder value ("2026 LTIP Options"). Any vesting of the 2026 LTIP Options is subject to the achievement of Adjusted EBITDA and Total Shareholder Return performance targets over a three-year performance period to 31 December 2028 and to continued employment, under the terms of the LTIP.
The 2026 LTIP Options have been granted by the Remuneration Committee to the Executive Directors and certain PDMR's as follows:
| Director/PDMR | Number of 2026 LTIP Options | Vesting date | Expiry date |
|---|---|---|---|
| Hugh Whitcomb, Chief Executive Officer | 157,968 | 11 May 2029 | 11 May 2036 |
| Mark O'Neill, Chief Operating Officer | 103,926 | 11 May 2029 | 11 May 2036 |
| Siobhán Tyrrell, Chief Financial Officer | 81,511 | 11 May 2029 | 11 May 2036 |
| Mark Mullen, PDMR | 55,427 | 11 May 2029 | 11 May 2036 |
| Steve Jones, PDMR | 55,427 | 11 May 2029 | 11 May 2036 |
In addition, 88,724 2026 LTIP Options have been granted to other members of senior management of the Group under the same performance criteria.
Application of the Takeover Code to awards of 2026 LTIP Options to persons acting in concert
Certain shareholders in the Company prior to its admission to AIM are presumed to be acting in concert for the purposes of the Takeover Code (as defined in the Company's admission document dated 16 December 2024 (the "Concert Party")). Prior to the grant of the 2026 LTIP Options, collectively the Concert Party was interested in 71.46% of the Ordinary Shares in issue. Assuming the exercise of all existing share options and the 2026 LTIP Options, the aggregate maximum percentage of the Concert Party in Ordinary Shares following the grant of the 2026 LTIP Options today is 71.32%.
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares ("Rule 9 Offer").
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a Rule 9 Offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person. A Rule 9 Offer must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
While the Concert Party controls over 50% of the total voting rights, the exercise of Share Options by the Concert Party will not trigger a requirement to make a Rule 9 Offer. However, it is possible that over the ten year life of the Share Options the Concert Party's collective percentage shareholding could decrease to below 50%; for example, as a result of share sales by members of the Concert Party and/or as a result of a new Ordinary Shares being issued. In these circumstances the exercise of Share Options could trigger a Rule 9 Offer, unless consented to by the Takeover Panel. The Takeover Panel has been consulted and has confirmed that, provided this disclosure is repeated at the time the Concert Party is diluted to a percentage shareholding below 50%, it will not require a Rule 9 Offer to be made as a result of the exercise of the Share Options.
Grant of 2026 LTIP Options to members of the Concert Party
The interests of the Concert Party members who were granted 2026 LTIP Options are shown in the table below. The maximum percentage has been calculated on the basis that only the options granted to members of the Concert Party are exercised.
| Name | Number of Ordinary Shares | Existing share options | Maximum percentage on exercise of existing share options | 2026 LTIP Options | Maximum percentage on exercise of all Share Options |
|---|---|---|---|---|---|
| Hugh Whitcomb | 4,636,976 | 642,546 | 7.21% | 157,968 | 7.39 |
| Mark O'Neill | 1,869,778 | 353,000 | 3.03% | 103,926 | 3.16 |
| Mark Mullen | 500,205 | 265,500 | 1.05% | 55,427 | 1.12 |
Full details of the Concert Party's composition are set out on pages 41 and 42 of the Company's Admission Document which is available at https://amcomrigroup.com/investor-relations/aim-rule-26.
| a) | Name | Hugh Whitcomb | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Executive Officer | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Amcomri Group plc | |
| b) | LEI | 64887R4549E0TZ3ZZV74 | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each | |
| Identification code | GB00BMBWCV32 | ||
| b) | Nature of the transaction | Grant of 2026 LTIP awards | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| £0.01 | 157,968 | ||
| d) | Aggregated information | N/A single transaction | |
| Aggregated volume | N/A single transaction | ||
| Price | N/A single transaction | ||
| e) | Date of the transaction | 11 May 2026 | |
| f) | Place of the transaction | XOFF | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Mark O'Neill | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Operating Officer | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Amcomri Group plc | |
| b) | LEI | 64887R4549E0TZ3ZZV74 | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each | |
| Identification code | GB00BMBWCV32 | ||
| b) | Nature of the transaction | Grant of 2026 LTIP awards | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| £0.01 | 103,926 | ||
| d) | Aggregated information | N/A single transaction | |
| Aggregated volume | N/A single transaction | ||
| Price | N/A single transaction | ||
| e) | Date of the transaction | 11 May 2026 | |
| f) | Place of the transaction | XOFF | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Siobhán Tyrrell | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Amcomri Group plc | |
| b) | LEI | 64887R4549E0TZ3ZZV74 | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each | |
| Identification code | GB00BMBWCV32 | ||
| b) | Nature of the transaction | Grant of 2026 LTIP awards | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| £0.01 | 81,511 | ||
| d) | Aggregated information | N/A single transaction | |
| Aggregated volume | N/A single transaction | ||
| Price | N/A single transaction | ||
| e) | Date of the transaction | 11 May 2026 | |
| f) | Place of the transaction | XOFF | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Mark Mullen | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR Group Industrial Director - B2B Manufacturing | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Amcomri Group plc | |
| b) | LEI | 64887R4549E0TZ3ZZV74 | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each | |
| Identification code | GB00BMBWCV32 | ||
| b) | Nature of the transaction | Grant of 2026 LTIP awards | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| £0.01 | 55,427 | ||
| d) | Aggregated information | N/A single transaction | |
| Aggregated volume | N/A single transaction | ||
| Price | N/A single transaction | ||
| e) | Date of the transaction | 11 May 2026 | |
| f) | Place of the transaction | XOFF | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Steve Jones | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR Group Industrial Director - Embedded Engineering | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Amcomri Group plc | |
| b) | LEI | 64887R4549E0TZ3ZZV74 | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each | |
| Identification code | GB00BMBWCV32 | ||
| b) | Nature of the transaction | Grant of 2026 LTIP awards | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| £0.01 | 55,427 | ||
| d) | Aggregated information | N/A single transaction | |
| Aggregated volume | N/A single transaction | ||
| Price | N/A single transaction | ||
| e) | Date of the transaction | 11 May 2026 | |
| f) | Place of the transaction | XOFF |
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