Grant of LTIP
Personal Group Holdings Plc has granted 212,357 share options under its Long-Term Incentive Plan with a nominal exercise price of £0.05 per share, vesting subject to performance conditions related to Total Shareholder Return and Adjusted EBITDA over the three years ending December 31, 2028. The Chief Executive Officer received 100,480 options, with other senior staff also receiving grants. These awards are subject to claw back and malus provisions and may be exercised up to ten years after vesting.
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Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services provider, announces the grant of options under the Company's Long-Term Incentive Plan (the "LTIP") as detailed below.
LTIP Awards
A total of 212,357 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 (the "LTIP Awards"). The LTIP Awards have a nominal value exercise price of £0.05 per share.
The vesting of the LTIP Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2028. 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 | Proportion of LTIP Awards that vest relative to satisfaction of Attainment Target |
|---|---|---|---|
| Total Shareholder Return ("TSR") 1 | 40% | 1 January 2 026 to 31 December 2 028 | 10% of the LTIP Awards will vest at achievement of the threshold target with 40% vesting at maximum target and a linear sliding scale between 10% - 40%. |
| Adjusted EBITDA 2 | 60% | 1 January 2 026 to 31 December 2 028 | 15% of the LTIP Awards will vest at achievement of the threshold target with 60% vesting at maximum target and a linear sliding scale between 15% - 60% |
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 9.0% per annum cumulative TSR growth up to a maximum of 16.0% for full vesting; and
- a minimum of a 45% increase in EBITDA per share in 2028 in comparison to the 2025 value. The maximum threshold is achieved with an 70% increase in EBITDA per share in 2028 in comparison to 2025.
The LTIP Awards were granted to the following PDMRs:
| PDMR | Number of options over ordinary shares g ranted |
|---|---|
| Paula Constant - Chief Executive Officer | 100,480 |
| Hywel Phillips - Chief Operating Officer | 39,431 |
| Jenny Hinde - Chief People Officer | 11,529 |
| Arianne Riddell - Chief Sales Officer | 15,963 |
| Karen Thornley - Innecto Chief Executive Officer | 15,826 |
| Other senior staff members (non-PDMR) | 29,128 |
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 | Paula Constant |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Personal Group Holdings Plc |
| b) | LEI | 213800TN8BH2YYWAH345 |
| 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) | Price(s) Volume(s) Nil 100,480 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 26 May 2026 |
| 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 |
| a) | Name | Personal Group Holdings Plc |
| b) | LEI | 213800TN8BH2YYWAH345 |
| 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) | Price(s) Volume(s) Nil 39,431 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 26 May 2026 |
| 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 | Innecto Chief Executive Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Personal Group Holdings Plc |
| b) | LEI | 213800TN8BH2YYWAH345 |
| 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) | Price(s) Volume(s) Nil 15,826 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 26 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jenny Hinde |
| 2 | Reason for the notification | |
| a) | Position/status | Chief People Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Personal Group Holdings Plc |
| b) | LEI | 213800TN8BH2YYWAH345 |
| 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) | Price(s) Volume(s) Nil 11,529 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 26 May 2026 |
| 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 |
| a) | Name | Personal Group Holdings Plc |
| b) | LEI | 213800TN8BH2YYWAH345 |
| 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) | Price(s) Volume(s) Nil 15,963 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 26 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
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