REG - Diales Group PLC - Grant of Share Options under LTIP

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RNS Number : 0065B  Diales Group PLC  20 April 2026

Diales Group Plc

("Diales" or the "Company " or the "Group")

 

Grant of Share Options under Long Term Incentive Plan

 

Diales Group Plc (AIM: DIAL), the leading global professional services
consultancy to the construction and engineering industries, providing
multi-disciplinary consultancy services including expert witness, claims and
dispute resolution services, announces that on 17 April 2026, it granted
nil‑cost options over 3,582,857 ordinary shares of 0.4 pence each in the
Company ("Ordinary Shares") to certain senior executives and senior employees
of the Group (the "Awards"). The Awards were granted under the Diales Group
plc Long Term Incentive Plan 2020 (as amended) (the "Plan").

 

The Awards were granted to the Company's Chief Executive Officer, Chief
Financial Officer and other members of senior management, reflecting the
Company's approach to incentivising and retaining a wider group of key
employees whose skills and experience are critical to the delivery of the
Group's long‑term strategy.

 

The Company believes it is important that long‑term incentive arrangements
reward and retain not only executive management but also other senior
employees across the Group, aligning their interests with those of
shareholders and supporting sustainable value creation over the long term.

 

Senior Executive Awards (Senior Executive LTIP)

 

Awards granted to senior executives will normally vest on the fourth
anniversary of the grant date, subject to continued employment and the
satisfaction of performance conditions and performance underpins in accordance
with the rules of the Plan. For these Awards, vesting will be determined by
reference to the average share price of the Company over the three‑month
period ending on the fourth anniversary of the grant date. Vesting is subject
to share price performance thresholds, with no vesting below 35 pence,
incremental vesting between 35 pence and 75 pence on a straight-line basis,
and full vesting at or above 75 pence.

 

In addition, performance underpins apply, including a requirement that the
Company achieves a minimum level of profit before tax from continuing
operations for the relevant financial period and that the Company's
remuneration committee is satisfied that the vesting outcome appropriately
reflects the underlying financial performance of the Group over the
performance period. Where applicable, the remuneration committee retains
discretion to reduce vesting outcomes, including to zero.

 

Senior Management Awards (Senior Management LTIP)

 

Awards granted to other senior employees will vest subject to continued
employment and the remuneration committee's discretion under the Plan
(including its discretion to adjust vesting outcomes where appropriate) on the
date in 2030 that is aligned with the normal vesting date of Awards granted
under the Senior Executive LTIP.

 

The Company has provided initial funding of £200,000 to the employee benefit
trust to acquire Ordinary Shares to satisfy Awards granted under the Senior
Management LTIP (the "Share Pool"). Following the finalisation of the
Company's accounts for each financial year, the Company currently intends to
increase the Share Pool by such number of Ordinary Shares as can be purchased
(on such date(s) as the remuneration committee may determine) using an amount
equal to the lower of:

(i)     a fixed percentage of any retained profits in excess of the
relevant business plan for the year, as determined by the remuneration
committee; or

(ii)    £200,000.

 

Following the finalisation of accounts for each financial year of the Company
through to 30 September 2029, with the first financial year being to 30
September 2026, the Company currently intends to grant further Awards under
the Senior Management LTIP over up to the number of Ordinary Shares by which
the Share Pool is increased in such financial year (if any). It is expected
that any such Awards granted in respect of each of the four years ending 30
September 2029 would all vest on the same date as the initial Awards under the
Senior Management LTIP.

 

 

Other terms of the Awards

Awards carry entitlements equivalent to dividends that would have been paid on
the Ordinary Shares in respect of which the Awards vest (if at all) over the
period between grant and vesting. Senior Executive LTIP Awards are subject to
a one year post‑vesting holding period (less any Ordinary Shares sold to
cover the participant's tax liabilities), in accordance with the rules of the
Plan. Senior Management LTIP Awards are subject to a one year restricted
period, which limits the extent to which such Awards may be exercised.
Market‑standard good leaver provisions apply.

 

In the event of a change of control of the Company, Awards will vest in
accordance with the rules of the Plan and, where relevant, the deed of grant.
With regard to the Senior Executive LTIP, if the change of control of the
Company relates to a cash offer (or such other event as the remuneration
committee may determine), a 1.25 multiplier will be applied to the percentage
that would otherwise vest on application of the share price condition,
provided that the Award may not vest as to more than 100%.

 

Awards may be satisfied through the issue of new Ordinary Shares, the transfer
of treasury shares or Ordinary Shares purchased in the market, including
through the Company's employee benefit trust, in each case at the discretion
of the remuneration committee and in accordance with the Plan. Senior
Management LTIP Awards are intended to be satisfied using market‑purchased
Ordinary Shares and are therefore expected to be non‑dilutive.

 

Nicholas Stagg, Chair of Diales, commented:

"I am delighted that we now have a Long Term Incentive Programme in place that
will allow key staff to share in the additional value we are creating for our
shareholders over the next few years. This is an important step in the
expansion and retention of our talent, as we continue with our transformation
strategy, who can also share in the value creation journey we are on."

 

Enquiries:

 

 Diales Group Plc

 Mark Wheeler, Chief Executive Officer                   +44 (0)207 377 0005

 Charlotte Parsons, Chief Financial Officer

 Shore Capital (Nominated Adviser and Broker)              +44 (0)207 408 4050

 Mark Percy

 George Payne

 Acuitas Communications   +44 (0)203 745 0293 / +44 (0)779 976 7676 / 07557 115764

 Simon Nayyar             simon.nayyar@acuitascomms.com

 Arthur Dingemans         arthur.dingemans@acuitascomms.com

 

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1.    Mark Wheeler

                                                                   2.    Charlotte Parsons

 2    Reason for the notification

 a)   Position/status                                              1.    Chief Executive Officer

                                                                   2.    Chief Financial Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Diales Group Plc

 b)   LEI                                                          213800FN83KF8AF4Y572

 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  Ordinary Shares of 0.4 pence each

      Identification code                                          GB00B0L9C092

 b)   Nature of the transaction                                    Grant of share options over Ordinary Shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     1.    Nil         1,620,000
                                                                                     2.    Nil         600,000

 d)   Aggregated information

                                                                   Not applicable as single transactions
      - Aggregated volume

      - Price

 e)   Date of the transaction                                      17 April 2026

 f)   Place of the transaction                                     Outside a trading venue

 

 

 

 

 

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