Secondary Placing

Plant Health Care PLC
10 April 2006


                                                                 10 April 2006


                             Plant Health Care plc
                 ('PHC', the 'Company' or 'Plant Health Care')


Proposed placing of 10,000,000 new Ordinary Shares to raise £6.5 million 
(before expenses)


Summary of the Placing:

   • Placing of 10,000,000 new Ordinary Shares at a placing price of 65p to
     raise £6.5 million (before expenses).

   • Funds raised to be used primarily to develop the market for Myconate(R),
     the Company's unique natural plant root compound.

   • Myconate(R) trials to date conducted in the USA, Europe and Brazil have
     shown that under varying conditions Myconate(R) generated yield increases 
     of up to 25 per cent.

   • Plant Health Care is the only company in the world with the legal right
     to use this unique and exclusive technology.

   • Based on recent US corn prices, a yield increase of only 5 per cent.
     would produce a 75 per cent. return on the incremental cost of the
     application of Myconate(R).


A circular containing a notice of extraordinary general meeting convened for
10.00 a.m. on 5 May 2006 has today been sent to shareholders of the Company
outlining the terms of the Placing and seeking Shareholder approval to, inter
alia, enable the Directors to allot the Placing Shares in connection with the
Placing.

This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement.


Notes:

Evolution Securities Limited, which is regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Plant Health Care plc
and for no one else in relation to the Placing and will not be responsible to
anyone other than Plant Health Care plc for providing the protections afforded
to customers of Evolution Securities Limited or for providing advice in relation
to matters referred to in this announcement.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

This announcement does not constitute, or form part of, an offer to sell or the
solicitation of an offer to subscribe for or buy any securities, nor the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law.

These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 (the 'US Securities Act') or an
exemption there from. Plant Health Care plc has not and does not intend to
register any of the New Ordinary Shares under the US Securities Act. The New
Ordinary Shares will not be offered or sold to the public in the United States.





For enquiries:
Plant Health Care plc                         Tel: [phone]
John Brady, Chief Executive

Tavistock Communications                          Tel:[phone]
Jeremy Carey/Christian Taylor-Wilkinson

Evolution Securities                             Tel: [phone]
Tim Worlledge/Tim Redfern


Definitions:
Words and expressions where defined in the circular issued by the Company and
dated 10 April 2006 shall, unless the context requires otherwise, have the same
meaning in this announcement.




                             Plant Health Care plc

                 ('PHC', the 'Company' or 'Plant Health Care')



Proposed placing of 10,000,000 new Ordinary Shares to raise £6.5 million 
(before expenses)


1. Introduction

The Board announced today that it proposes to raise £6.5 million (before
expenses) by way of a placing of 10,000,000 new Ordinary Shares at a price of 65
pence per share. The net proceeds of the Placing will be used primarily to
develop the market for Myconate(R), the Company's unique natural plant root
compound, which recent trials have confirmed can increase the yield from many
agricultural crops.

The Placing is conditional, inter alia, upon the Company obtaining approval from
its Shareholders to grant the Board authority to allot the Placing Shares and to
disapply statutory pre-emption rights which would otherwise apply to, inter alia
, the allotment of the Placing Shares. The Placing, which has been arranged and
fully underwritten by Evolution Securities pursuant to the terms of the Placing
Agreement, is also conditional upon Admission.

The Company also announced today its preliminary results for the year ended 31
December 2005.


2. Background to and Reasons for the Placing

In 2004 the Group purchased VAMTech, a company specialising in the synthesis of
Formononetin, a compound that stimulates the growth of mycorrhizal fungi already
existing in the soil, thereby improving the growth and health of plants and
crops. In 2005 the compound was branded PHC Myconate(R). The technology is
protected by long-term patents covering both manufacturing and usage in the US
and Europe. Plant Health Care is the only company in the world with the legal
right to use this unique and exclusive technology.

A number of trials (including field trials) have been undertaken on this
technology since 1992. In April 2005 Plant Health Care expanded the scope of
these trials, and initiated extensive trials around the world on a variety of
crops and in a variety of conditions. In the final quarter of 2005 and in the
first quarter of 2006, the results from the trials were received, confirming the
Board's belief that Myconate(R) has the potential to revolutionize the farming
of row crops, including corn (or maize) and soybeans, two of the most widely
cultivated row crops in the world. Plant Health Care now wishes to raise funds
to conclude its trial program, prove the commercial viability of Myconate(R) in
2006 and commence commercialisation of Myconate(R) during 2006 and 2007.


3. Myconate(R) Trials to Date

Trials conducted in the USA, Europe and Brazil, have shown that across a variety
of different soils and in varying climatic and growing conditions, Myconate(R)
generated yield increases of up to 25 per cent., with the greater effect
observed in situations of heightened environmental stress, such as drought and
poor soil.

The trials demonstrated that Myconate(R) can be applied as a mix with fertilizer
or as a coating applied directly to the seed. The significant increase in yield
and the ease of application has led a number of the world's major agrichemical
and seed companies to carry out further tests in 2006. Accordingly, it is
unlikely to be any earlier than 2007 before Plant Health Care achieves any
significant degree of adoption of Myconate(R) by agrichemical and seed coating
companies.

However, the Board believes that major agrichemical and seed coating companies
will be more inclined to early adoption if there is already a market demand for
Myconate(R). The economics of farming are becoming increasingly demanding and
the Company expects that farmers will be willing to experiment with new
products, in this case Myconate(R), due to the economic benefits being
sufficiently compelling.

In terms of economic impact for the farmer, based on recent US corn prices, a
yield increase of 3 per cent. would cover the incremental cost of applying
Myconate(R) and that a yield increase of 5 per cent. would increase gross profit
per acre by $6.50 from an extra cost of $8.50 per acre and accordingly over a 75
per cent. return on the incremental cost of application of Myconate(R).

The Board therefore believes that the Company should endeavour to bring Myconate
(R) to market at the earliest opportunity in order to shorten the time to
adoption by major agrichemical and seed coating companies.


4. Global Market for Myconate(R)

The Company's trials have shown that Myconate(R) is particularly effective when
applied to corn and soybeans, two of the most widely cultivated row crops in the
world.

In 2005, 763 million tons of corn were produced worldwide on 363 million acres,
the United States being the largest corn producer accounting for 40 per cent. of
world production. In general, yields around the world fluctuate due to variable
growing conditions and the intensity of crop management. The world average yield
in 2005 was 77 bushels per acre.

In 2005, 230 million tons of soybeans were produced worldwide on 225 million
acres. The world average yield in 2005 was 34 bushels per acre.

The size of the worldwide agricultural market presents a significant opportunity
for Plant Health Care, as Myconate(R) can be used with a wide range of crops.
The table below gives an indication of the potential value of the corn and
soybeans markets that the Company is entering:


          Worldwide  Yield kg    Price    Average       Estimated  Estimated
          Hectares   Per         Per kg   Trial Yield   Gross kg   Gross Value
         (millions)  Hectare              Increase      Increase   of kg Yield
                                                       (million)   Increase

Soybeans  91         2,293       $0.21    13%           27,126     $5.7 billion
Corn      147        4,707       $0.08    9%            62,274     $5.0 billion
(Maize)                                                      



5. The Route to Market for Myconate(R)

Plant Health Care's objective is to become the world's leading supplier of
natural products for the promotion of plant health and growth. Over the past 12
months Plant Health Care has moved the focus of its business efforts towards
products for the agriculture sector.

The Directors believe that agriculture is a larger worldwide market than other
'Green Markets' and that Myconate(R) will have applicability across a wide range
of the world's most valuable agricultural crops.

Whilst Plant Health Care is making considerable progress with the agrichemical
and seed companies, the Board also believes it is important to introduce
Myconate(R) into the farming sector as soon as possible. The Company has
identified the following three principal channels to market:

(i) Distributors. Sales of Myconate(R) to distributors who sell into existing
channels through integrated sales forces and who offer farmers the full
complement of products required for crop production;

(ii) Seed companies. Sales of Myconate(R) to seed companies who will sell
coated-seed to distributors and farmers; and

(iii) Agrichemical companies. Chemical companies selling into the agriculture
sector supply their products either to the seed coating companies or to farmers
via distributors.

The commercialisation of Myconate(R) is being undertaken in a staged process.
Trials with the agrichemical and seed companies are continuing into 2006. The
Company anticipates that its first sales of Myconate(R) will be to distributors
in three US States during 2006.

The Company believes that by targeting distributors directly, Myconate(R) will
obtain early adoption by end users (i.e. farmers), which will increase the
likelihood of adoption by the agrichemical and seed companies and of the Company
entering into one or more licensing agreements with a significant partner.

The Board's ultimate objective is to enter into a partnership or licensing
agreement with one or more of the large agrichemical and seed companies to
globally distribute Myconate(R).



6. Current trading and prospects

As detailed in the Company's audited preliminary results year ended 31 December
2005 announced today, trading conditions for the Company remain encouraging. The
Company showed a 19 per cent. increase in turnover to $10.2 million (2004 - $8.6
million). The operating loss for the year before exceptional costs was $2.3
million (2004 - loss of $2.2 million). After exceptional costs, interest and
other finance charges and taxation on certain overseas operations, the net loss
for the year was $3 million (2004 - loss of $2.9 million). At 31 December 2005
the Group had cash balances (net of short-term borrowings) of $1 million.

These results reflect a significant increase in revenues in the second half of
2005 in comparison with the same period in 2004. Second half turnover rose by 34
per cent. to $5.5 million (2004 - $4.1 million) and second half margins were 52
per cent. (2004 - 42 per cent.), while overhead expenses in the second half
increased by only 6 per cent. compared to 2004. The operating loss for the
second half was $0.7 million (2004 - loss of $1.6 million).

The Board is confident that turnover in the year to December 2006 will continue
to show significant growth as the contracts the Company signed last year with
John Deere, Symbiot and the relationship with Ewing Irrigation continue to
develop.

European sales are expected to grow by over 50 per cent. in 2006, led by the
successful commercialization of Pre-Tect(TM). In Mexico sales are also expected
to increase in 2006 and in the US the Company expects to achieve $1.0 million of
first year sales into the agriculture sector.

The Board also continues to participate in discussions with several other
companies regarding potential strategic alliances and/or joint venturing
opportunities.


7. The Placing

The Company proposes to raise approximately £6.0 million (net of expenses)
through the issue of the Placing Shares at the Placing Price. The Placing Price
represents a discount of 3.7 per cent. to the closing middle market price of
67.5 pence on 6 April 2006, being the last practicable date prior to the
publication of this document. The Placing Shares will represent 24.9 per cent.
of the Company's issued share capital immediately following Admission.


8. The Placing Agreement

Pursuant to the terms of the Placing Agreement, Evolution Securities has
conditionally agreed to use its reasonable endeavors, as agent for the Company,
to place the Placing Shares at the Placing Price with certain institutional and
other investors. The Placing has been fully underwritten by Evolution
Securities. The Placing Agreement is conditional upon, inter alia, the
Resolutions being duly passed at the EGM and Admission becoming effective on or
before 8.00 a.m. on 9 May 2006 (or such later time and/or date as the Company
and Evolution Securities may agree, but in any event by no later than 8.00 a.m.
on 31 May 2006).

The Placing Agreement contains warranties from the Company in favour of
Evolution Securities in relation to, inter alia, the accuracy of the information
contained in this document and certain other matters relating to the Group and
its business. In addition, the Company has agreed to indemnify Evolution
Securities in relation to certain liabilities it may incur in respect of the
Placing. Evolution Securities has the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, for force majeure or
in the event of a material breach of the warranties set out in the Placing
Agreement.


9. Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that such Admission will become
effective and that dealings will commence on 9 May 2006. The Placing Shares
will, when issued, rank pari passu in all respects with the Existing Shares,
including the right to receive dividends and other distributions declared
following Admission. It is expected that CREST accounts will be credited on the
day of Admission and that share certificates (where applicable) will be
dispatched by first class post by 18 May 2006.


10. Directors' participation in the Placing

Samuel Wauchope has agreed to subscribe for 20,000 Placing Shares at the Placing
Price. This represents 0.2 per cent. of the Placing Shares. None of the other
Directors will participate in the Placing.


11. Use of Proceeds

The net proceeds of the Placing will be approximately £6.0 million. The proceeds
will be used to develop the market for Myconate(R) and to satisfy the general
working capital requirements of the Group following Admission.


12. Extraordinary General Meeting

The circular to be sent out to shareholders today contains a notice convening
the EGM to be held on 5 May 2006 at the offices of Reed Smith, Minerva House, 5
Montague Close, London SE1 9BB at 10.00 a.m at which the Resolutions, all of
which are inter-conditional, will be proposed for the purposes of implementing
the Placing.


PLACING STATISTICS

Placing Price                                                       65p

Number of Existing Shares                                    30,150,462

Number of Placing Shares being                               10,000,000
placed on behalf of the Company

Estimated proceeds receivable by                           £6.0 million
the Company, net of expenses

Number of Ordinary Shares in issue                           40,150,462
following Admission

Number of Placing Shares as a percentage of the 
enlarged issued share capital                            24.9 per cent.





EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document                                    10 April 2006

Latest time and date for receipt of Forms of Proxy   10.00 a.m. on 3 May 2006


Extraordinary General Meeting                        10.00 a.m. on 5 May 2006

Admission and dealings in the Placing Shares 
expected to commence on AIM                           8.00 a.m. on 9 May 2006

Expected date for CREST stock accounts to be 
credited for Placing  Shares in uncertificated form                9 May 2006

Expected date for posting of share certificates 
for Placing Shares                                             by 18 May 2006






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