24 July 2023
Plant Health Care plc
("Plant Health Care" or "the Company")
Grant of Options
Director/PDMR shareholdings
Plant Health Care (AIM: PHC), a leading provider of novel patent-protected biological products to global agricultural markets, announces that on 21 July 2023 the Company awarded options to executive directors and certain employees under the Company's 2017 Employee Share Option Plan (the 'Plan').
The Company has awarded options in respect of a total of 1.955 million shares with an exercise price of 1p per share under the Plan (the "Option Shares") (representing 0.57% of the Company's current issued share capital) that vest upon the earlier of: (a) the date of a Change of Control; or (b) upon satisfaction of both the Service-Based Requirement and the Performance-Based Requirements set out below.
Performance-Based Requirements
50% of the Option Shares vest in accordance with the adjusted 2023 EBITDA as set out below:
25% of options vest for adjusted 2023 EBITDA growth equal to 90% of budget
50% of options vest for adjusted 2023 EBITDA growth equal to the 2023 budget
75% of options vest for adjusted 2023 EBITDA growth equal to 105% of budget
100% of options vest for adjusted 2023 EBITDA growth equal to 110% of budget
Straight-line pro-rating between these targets.
50% of the Option Shares vest in accordance with the share price as set out below:
25% of the options vest for a share price of 9p
50% of the options vest for a share price of 10p
75% of the options vest for a share price of 11p
100% of the options vest for a share price of 12p
Straight-line pro-rating between these targets.
Service-Based Requirements:
For all United States based employees no option shall be exercised before the two-year anniversary of the date of grant.
The options will expire after five years from the date of grant. The vesting criteria of the options can be modified at the discretion of the Remuneration Committee of the Company.
The Option Shares include an award to Jeffrey Hovey and Jeffrey Tweedy.
| Name | Position | Number of shares subject to the Option |
| Jeffrey Tweedy | Chief Executive Officer |
1,150,000
|
| Jeffrey Hovey | Chief Financial Officer |
805,000
|
Bill Lewis, Chair of the Remuneration Committee, commented:
"As announced previously, the Company has noted the concern raised by ISS in respect of the performance targets set on the vesting of LTIP awards. At that time, we committed to reviewing the LTIP plan and associated performance criteria, in order to align with best practice. Our conclusion was to introduce EBITDA as a new hurdle and give it equal weighting to the share price hurdle. We believe that EBITDA is the measure of profit which management is best placed to influence. We believe this change more closely reflects the impact of management's actions on the success of the company, while maintaining the strong link to shareholder value creation as reflected in the share price. The targets we have set are aligned to the mid-term financial targets previously shared with the market."
Enquiries
| Plant Health Care plc | |
| Jeffrey Tweedy - Chief Executive Office Jeffrey Hovey - Chief Financial Officer | +1 919 926 1600 |
| | |
| Cenkos Securities plc - Nomad and Broker Neil McDonald / Pete Lynch | +44 (0) 20 7391 8900 |
|
| |
| SEC Newgate - Financial PR Robin Tozer George Esmond Harry Handyside | +44 (0) 7540 106 366 |
Company website: www.planthealthcare.com
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name | Jeffrey Hovey | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | 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 | Plant Health Care plc | ||||||||
| b) | LEI |
213800KBQPJZ2FM8QH27
| ||||||||
| 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 1p each | ||||||||
| b) | Nature of the transaction | Grant of 1p Options under the 2017 Employee Share Option Plan | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information
|
805,000 ordinary shares of 1p per share par value
| ||||||||
| e) | Date of the transaction | 21 July 2023 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name | Jeffrey Tweedy | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Chief Executive Officer | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Plant Health Care plc | ||||||||
| b) | LEI |
213800KBQPJZ2FM8QH27
| ||||||||
| 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 1p each | ||||||||
| b) | Nature of the transaction | Grant of 1p options under the 2017 Employee Share Option Plan | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information
|
1,150,000 ordinary shares of 1p per share par value
| ||||||||
| e) | Date of the transaction | 21 July 2023 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
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