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20 Dec 2023 07:00
Plant Health Care plc
("Plant Health Care" or "the Company")
Changes to Board Membership and Directors' Remuneration
Grant of Options
Plant Health Care, a leading provider of novel patent-protected biological products to global agricultural markets, makes the following announcements concerning changes to Board membership and remuneration and a Grant of Options.
Board Membership and Directors' Remuneration
On 22 November 2023, the Company released a trading update which highlighted continued, sector-wide challenges, alongside a reduction to the Company's forecast revenues in FY23 and FY24 due to lower levels of inventory being maintained by the Company's distributors and regulatory delays in some territories. The Board has since undertaken a review of operating expenses across the business and, as part of this process, plans to implement a series of changes to the Board membership and remuneration.
Specifically, the following measures are being taken:
· Board members have collectively agreed to reduce or entirely defer any compensation due in FY24 until 2025 or until such time as the Company's financial position strengthens; and
· The size of the Board is being reduced, with James Ede Golightly agreeing to step down from the Board on 31 December 2023.
It is expected that these measures will result in a total cash saving in FY24 in excess of $350,000.
Grant of Options
On 19th December 2023, the Board awarded options to Executive Directors and certain senior employees under the Company's 2017 Employee Share Option Plan (the 'Options').
Options in respect of a total of 1,757,000 shares have been granted (representing 0.51% of the Company's current issued share capital). The Options have an exercise price of 1p per share and will vest upon the earlier of: (a) the date of a Change of Control; or (b) upon satisfaction the Service-Based Requirement of two years.
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 Options include the following awards to Jeffrey Hovey, CEO, and Jeffrey Tweedy, CFO:
Name | Position | Number of shares subject to the Option |
Jeffrey Tweedy | Chief Executive Officer |
532,000
|
Jeffrey Hovey | Chief Financial Officer |
401,000
|
Dr Chris Richards, Chairman, commented:
Following the recently announced shortfall in revenue expectations for 2023 and 2024, the Board resolved to identify and implement appropriate reductions in our operating expenses. The measures being announced here are intended to show leadership in expense control by reducing the cost of the Board. At the same time, the award of additional Options to the Executive Directors and senior personnel will support alignment of interests with shareholders and further build incentives to bolster shareholder value.
Enquiries
Plant Health Care plc | +1 919 926 1600 |
Jeff Tweedy - CEO | |
Cavendish Capital Markets Limited - Nomad & Broker | +44 (0) 131 220 9771 |
Neil McDonald / Peter Lynch |
Company website: www.planthealthcare.com
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||
a) | Name | Jeffrey Tweedy | ||||||||||
2 | Reason for the notification | |||||||||||
a) | Position/status | CEO | ||||||||||
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 GB00B01JC540 | ||||||||||
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
|
532,000 ordinary shares of 1p per share par value As above | ||||||||||
e) | Date of the transaction | 19.12.2023 | ||||||||||
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 | CFO | ||||||||||
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 GB00B01JC540 | ||||||||||
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
|
401,000 ordinary shares of 1p per share par value As above | ||||||||||
e) | Date of the transaction | 19.12.2023 | ||||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||||
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