The information communicated in this announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
Plant Health Care plc
("Plant Health Care" or "the Company")
Grant of Options
Director/PDMR shareholdings
Plant Health Care, a leading provider of novel patent-protected biological products to global agricultural markets, announces that on 11 August 2022 the Company awarded options to certain directors and employees under the Company's 2017 Employee Share Option Plan (the 'Plan').
The Company has awarded options in respect of a total of 8.2 million ordinary shares in the Company (representing 2.7% of the Company's current issued share capital) with an exercise price of 1p per share (the 'Options') that will vest upon the earlier of: (a) the date of a Change of Control; or (b) satisfaction of the Performance-Based Requirement and in addition, for United States employees, the Service-Based Requirement.
Performance-Based Requirement:
(i) In respect of 70% of the Options (rounded to the nearest whole number) no option may be exercised until the date on which the arithmetic mean closing price of the Company's shares over 30 consecutive trading dates after the date of grant has exceeded 17p per share; and
(ii) In respect of the balance of the Options, no Options may be exercised until the date on which the arithmetic mean closing price of the Company's shares over 30 consecutive trading days after the date of grant has exceeded 25p per share.
Service-Based Requirement: for all United States 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.
Of the Options granted, the following awards have been made to certain directors, being Chris Richards, Jeffrey Hovey and Jeffrey Tweedy.
| Name | Position | Number of shares subject to the Option |
| Christopher Richards | Chairman |
2,000,000
|
| Jeffrey Tweedy | Chief Executive Officer |
3,000,000
|
| Jeffrey Hovey | Chief Financial Officer |
1,500,000
|
As advised previously, the Company notes the concern raised by ISS in respect of the performance targets set on the vesting of the LTIP awards already made to the Executive team. The Company is looking to engage with a remuneration advisor to assist with reviewing the LTIP in place, in particular with regards to the performance criteria. However, the awards detailed in this announcement were made in recognition of the new roles and additional responsibilities taken on by those directors in June 2022 and, accordingly, reflect the current performance criteria. Once the Company has completed its review of the LTIP and associated performance criteria, any further changes will be announced at the time of approval.
Bill Lewis, Chair of the Remuneration Committee, commented:
"The annual award of options to Management are, as in previous years, linked to a sustained share price which seeks to continue to align the incentives of senior management to shareholder value."
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) 7866 384707 |
|
| |
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 | Dr Christopher Richards | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Chairman | ||||||||
| 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
|
2,000,000 ordinary shares of 1p per share par value
| ||||||||
| e) | Date of the transaction | 11 August 2022 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 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
|
1,500,000 ordinary shares of 1p per share par value
| ||||||||
| e) | Date of the transaction | 11 August 2022 | ||||||||
| 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
|
3,000,000 ordinary shares of 1p per share par value
| ||||||||
| e) | Date of the transaction | 11 August 2022 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
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