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7 Oct 2020 07:00
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 6 October 2020 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 6.5m options with an exercise price of 1p per share under the Plan (representing 2.58% 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 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 15p 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 27p 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.
Those options that have not vested will expire after five years from the date of grant. All options are also fully convertible at the discretion of the Remuneration Committee of the Company.
Of the options granted, the following awards have been made to the executive directors, being Chris Richards, Jeffrey Hovey and Jeffrey Tweedy.
Name | Position | Number of shares subject to the Option |
Christopher Richards | Chief Executive Officer |
3,250,000
|
Jeffrey Hovey | Chief Financial Officer |
1,181,818
|
Jeffrey Tweedy | Chief Operating Officer |
1,181,818
|
Related Party Transactions
The award of the options to Chris Richards, Jeffrey Hovey and Jeffrey Tweedy, as set out above, constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The Independent Directors, being all Directors save for Chris Richards, Jeffrey Hovey and Jeffrey Tweedy, consider, having consulted with the Company's nominated adviser, Arden, that the award of the options to Chris Richards, Jeffrey Hovey and Jeffrey Tweedy are fair and reasonable insofar as the Company's shareholders are concerned.
Bill Lewis, Chair of the Remuneration Committee commented:
"PHC's management is unusually well qualified and experienced, as is frequently remarked to us by channel partners and competitors alike. Our new options scheme, linked to a sustained increase in the share price over the next two years, is intended to align senior management incentives more closely to shareholder value."
Enquiries
Plant Health Care plc | +1 919 926 1600 |
Chris Richards - CEO Jeffrey Hovey - Chief Financial Officer | |
Arden Partners plc - Nomad and Broker John Llewellyn-Lloyd / Dan Gee-Summons | +44 (0)20 7614 5900 |
|
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 | 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 eachGB00B01JC540 | ||||||||
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
|
3,250,000 ordinary shares of 1p per share par value As above | ||||||||
e) | Date of the transaction | 06.10. 2020 | ||||||||
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 eachGB00B01JC540 | ||||||||
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
|
1,181,818 ordinary shares of 1p per share par value As above | ||||||||
e) | Date of the transaction | 06.10. 2020 | ||||||||
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 Operating 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 eachGB00B01JC540 | ||||||||
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
|
1,181,818 ordinary shares of 1p per share par value As above | ||||||||
e) | Date of the transaction | 06.10. 2020 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
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