Primary Health Properties PLC
30 May 2003
PRIMARY HEALTH PROPERTIES PLC
The Board announces that the following resolutions were passed at the
Extraordinary General Meeting held today (30 May 2003) as detailed in the
circular to Shareholders dated 14 May 2003.
"Ordinary Resolutions
1. Amendment to Existing Management Options.
That the existing management option agreement dated 14 March 1996 and made
between (1) the Company, (2) J O Hambro Capital Management Limited ("JOHCM") and
(3) Nexus Property Management Services Limited ("Nexus") be amended so that:
(a) there is no maximum number of options that may be exercised by either
JOHCM or Nexus in any one financial year of the Company; and
(b) the options may be exercised at any time, other than during a
prohibited period of the Company (as defined in the Model Code set out in the
Appendix to Chapter 16 of the Listing Rules of the UK Listing Authority)
and that the Independent Directors be and are hereby authorised to make any
amendments of a non-material nature as they may consider necessary or desirable
in connection with the same.
2. Approval of New Management Options.
That the new management option agreement between (1) the Company, (2) JOHCM and
(3) Nexus granting options to subscribe at a price equivalent to the average
middle market quotation of an ordinary share of 50 pence each as derived from
the Daily Official List of the London Stock Exchange plc for the five business
days immediately preceding the date of the Extraordinary General Meeting over
1,120,000 shares to Nexus and over 480,000 shares to JOHCM (such that the total
number of options outstanding at any time will be limited to 1.6 million
ordinary shares of 50p each) be and is hereby approved and that the Independent
Directors be and are hereby authorised to make any amendments of a non-material
nature as they may consider necessary or desirable in connection with the
same."
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