17 July 2025
THE PROPERTY FRANCHISE GROUP PLC
("TPFG", the "Company" or the "Group")
Grant of Options, Vesting of Options, Share Awards and PDMR Shareholdings
The Property Franchise Group Plc (LON:TPFG) the UK's largest multi-brand property franchisor announces that (i) it has granted nominal cost options over 1,022,000 ordinary shares in the Company to certain executives and employees under the TPFG Share Option Plan; and (ii) has made share awards of 284,500 ordinary shares of 1p each in the Company pursuant to the vesting and exercise of options by certain executives and employees. These options vested and were exercised pursuant to the Company's Share Option Schemes issued in 2022 ("2022 Scheme") and recognise the full achievement of the targets set.
Grant of Options
These awards recognise each of their roles and responsibilities in developing and implementing the Company's strategic plans and are designed to continue to incentivise them appropriately.
The awards will be subject to two performance conditions; total shareholder return ("TSR") and adjusted basic earnings per share adjusted for exceptional income/costs, amortisation arising on consolidation and share-based payment charges ("Adjusted EPS") over the three years to 31 December 2027. Each performance condition will apply to 50% of the awards being made.
In respect of the TSR, the award will be subject to absolute TSR growth of 35% to achieve threshold vesting (at which point 25% of this portion of the award will vest), which corresponds to 10.4% compound annual growth rate ("CAGR"), rising to full vesting at 50% growth over the period which corresponds to 14.5% CAGR.
In respect of Adjusted EPS, the award will be subject to adjusted EPS growth of 35% over the period to achieve threshold vesting (25% vesting), which corresponds to 10.4% CAGR, rising to full vesting at 50% growth over the period, which corresponds to 14.5% CAGR.
Straight-line vesting applies between the thresholds.
The maximum awards for the executives are stated below:
|
Name |
Position |
Number of shares subject to awards |
|
Gareth Samples |
Chief Executive Officer |
250,000 |
|
Ben Dodds |
Chief Financial Officer |
200,000 |
|
Michelle Brook |
Executive Director |
100,000 |
Immediately prior to these awards the Company's issued share capital was 63,752,008 ordinary shares and it had outstanding awards granted under prior incentive schemes of 1,871,952 ordinary shares.
Share Awards
The share awards under the 2022 Scheme have been effected by way of transfers of shares that were held in the Company's employee benefit trust.
The executives who exercised options and to whom a share award has been made under the 2022 Scheme are as follows:
|
PDMR |
Role |
Number of Ordinary Shares acquired following exercise of options |
Exercise price per Share (Share Option Schemes) |
Number of Ordinary Shares sold to EBT |
Total resultant holding in Company's issued share capital |
Total resultant percentage holding of issued share capital |
|
Gareth Samples |
Chief Executive Officer |
175,000 |
1p |
82,419 |
615,651 |
0.97% |
Gareth Samples has sold 82,419 shares to the Company's employee benefit trust to meet the exercise price of the options and certain tax liabilities arising as a result of the exercise of the options.
PDMR Shareholdings
Further information is provided below in accordance with Article 19(3) of the UK Market Abuse Regulation No 596/2014:
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Gareth Samples |
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2
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Reason for the notification
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a)
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Position/status
|
Chief Executive Officer |
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b)
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Initial notification /Amendment
|
Initial |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
|
The Property Franchise Group plc |
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b)
|
LEI
|
2138008J5PTJ8C77I535 |
||||
|
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.
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|||||
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a)
|
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 1 penny each
ISIN: GB00BH0WFH67
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b)
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Nature of the transaction
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Grant of nil cost options |
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c)
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Price(s) and volume(s)
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d)
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Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction |
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e)
|
Date of the transaction
|
16 July 2025 |
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f)
|
Place of the transaction |
Outside a trading venue |
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|
1
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Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
a)
|
Name
|
Ben Dodds |
||||
|
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
|
The Property Franchise Group plc |
||||
|
b)
|
LEI
|
2138008J5PTJ8C77I535 |
||||
|
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 1 penny each
ISIN: GB00BH0WFH67
|
||||
|
b)
|
Nature of the transaction
|
Grant of nil cost options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction |
||||
|
e)
|
Date of the transaction
|
16 July 2025 |
||||
|
f)
|
Place of the transaction |
Outside a trading venue |
||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
a)
|
Name
|
Michelle Brook |
||||
|
2
|
Reason for the notification
|
|||||
|
a)
|
Position/status
|
Executive Director |
||||
|
b)
|
Initial notification /Amendment
|
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
|
a)
|
Name
|
The Property Franchise Group plc |
||||
|
b)
|
LEI
|
2138008J5PTJ8C77I535 |
||||
|
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 1 penny each
ISIN: GB00BH0WFH67
|
||||
|
b)
|
Nature of the transaction
|
Grant of nil cost options |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction |
||||
|
e)
|
Date of the transaction
|
16 July 2025 |
||||
|
f)
|
Place of the transaction |
Outside a trading venue |
||||
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
|
Name
|
Gareth Samples |
||||
|
Reason for the notification
|
|||||
|
Position/status
|
Chief Executive Officer |
||||
|
Initial notification /Amendment
|
Initial |
||||
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
|
Name
|
The Property Franchise Group plc |
||||
|
LEI
|
2138008J5PTJ8C77I535 |
||||
|
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.
|
|||||
|
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 1 penny each
ISIN: GB00BH0WFH67
|
||||
|
Nature of the transaction
|
(i) Exercise of Options (ii) Sale of ordinary shares |
||||
|
Price(s) and volume(s)
|
|
||||
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction |
||||
|
Date of the transaction
|
16 July 2025 |
||||
|
Place of the transaction |
Outside a trading venue |
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For further information, please contact:
|
The Property Franchise Group PLC Gareth Samples, Chief Executive Officer Ben Dodds, Chief Financial Officer |
01202 405 549 company.secretary@propertyfranchise.co.uk
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Canaccord Genuity Limited (Nominated Adviser and Joint Broker) Max Hartley Harry Rees |
020 7523 8000
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Singer Capital Markets (Joint Broker) Rick Thompson James Fischer |
020 7496 3000
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Alma Strategic Communications Justine James Joe Pederzolli Kinvara Verdon |
020 3405 0209 |
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About The Property Franchise Group PLC:
The Property Franchise Group PLC (AIM: TPFG) is the UK's largest multi-brand property franchisor, with a network of over 1,946 outlets delivering high quality services to residential clients, combined with an established Financial Services business.
The Company was founded in 1986 and has since strategically grown to a diverse portfolio of 18 brands operating throughout the UK, comprising longstanding high-street focused brands and two hybrid brands. The Property Franchise Group is also a member of two leading mortgage networks through its mortgage brokers, Brook Financial (MAB) and The Mortgage Genie (Primis).
TPFG's brands are: Belvoir, CJ Hole, Country Properties, Ellis & Co, EweMove, Fine & Country, Hunters, Lovelle, Martin & Co, Mr and Mrs Clarke, Mullucks, Newton Fallowell, Nicholas Humphreys, Northwood, Parkers, The Guild of Property Professionals and Whitegates.
Headquartered in Bournemouth, the Company was listed on AIM on the London Stock Exchange in 2013 and entered the AIM 100 in July 2024.
More information is available at www.propertyfranchise.co.uk
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