FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Full name of discloser: | Plant Health Care plc |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| Plant Health Care plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held:
| 8 July 2024 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
| N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security:
| Ordinary Shares of 1p each | |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
| (2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
|
TOTAL: | Nil | Nil | Nil | Nil |
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
(a) Interests in Plant Health Care PLC's ordinary shares of 1p each held by the directors of Plant Health Care plc:
(b) Rights to subscribe for Interests in Plant Health Care PLC's ordinary shares of 1p each held by the directors of Plant Health Care plc:
\* These options were awarded under the Company's 2017 Employee Share Option Plan (the "Plan") on the dates shown in the table above. ** On the earlier of a change of control in the ownership of the Company, or the satisfaction of the Performance / Service Based Requirement, and for United States employees no option shall be exercised before the two-year anniversary of the date of grant. ***indicates PHC Share Awards which are not expected to be exercised prior to the Effective Date on the basis that the exercise price is greater than the offer price.
|
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
|
|
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
|
|
None
|
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | No |
| Supplemental Form 8 (SBL) | No |
Date of disclosure: | 4 Jul 2024 |
Contact name: | Jeffrey Tweedy |
Telephone number: | +1 919 926 1600 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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