Board Changes and Grant of Options

Plant Health Care PLC

20 December 2023

 

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	[phone]
Jeff Tweedy - CEO
Cavendish Capital Markets Limited - Nomad & Broker	[phone]
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)	Price(s) Volume(s) 1.    1p 532,000
d)	Aggregated information - Aggregated volume - Price	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)	Price(s) Volume(s) 1.    1p 401,000
d)	Aggregated information - Aggregated volume - Price	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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