Plant Health Care PLC Publication and posting of the Scheme Document

RNS Number : 9145V

Plant Health Care PLC

10 July 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

10 July 2024

RECOMMENDED CASH ACQUISITION

of

PLANT HEALTH CARE PLC

by

PI INDUSTRIES MANAGEMENT CONSULTANCIES L.L.C.

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication and posting of the Scheme Document

On 26 June 2024, the boards of PI Industries Ltd ("PI") and Plant Health Care plc ("PHC" or, the "Company") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by PI or a subsidiary directly or indirectly controlled by PI of the entire issued, and to be issued, ordinary share capital of the Company (the "Acquisition"). The Acquisition is being implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. PI has formed a private limited liability company specifically for the purposes of the Acquisition, PI Industries Management Consultancies LLC ("Bidco").  Bidco is a wholly owned subsidiary of PI.

PHC is pleased to announce that a circular in relation to the Acquisition (the "Scheme Document"), setting out, amongst other things, a letter from the Chair of PHC, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by PHC Shareholders, has been published today on PHC's website (subject to certain restrictions to persons resident in Restricted Jurisdictions) at https://www.planthealthcare.com/disclaimer.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on PHC's website at https://www.planthealthcare.com/disclaimer up to and including the Effective Date. The content of the website is not incorporated into, and does not form part of, this Announcement.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and General Meeting are being sent to PHC Shareholders. PHC will also be sending details of the proposals being award to participates in the PHC Share Plan and the PHC Phantom Unit Plan.

Recommendation from the PHC Directors

The PHC Directors, who have been so advised by Cavendish as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing financial advice to the PHC Directors, Cavendish has taken into account the commercial assessments of the PHC Directors. Cavendish is providing independent financial advice to the PHC Directors for the purposes of Rule 3 of the Code.

Accordingly, the PHC Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that PHC Shareholders vote in favour of the Resolution at the General Meeting, as the PHC Directors who have an in interest in PHC Shares have irrevocably undertaken to do in respect of their own holdings of PHC Shares, being, in aggregate, 9,661,995 PHC Shares, representing approximately 2.83 per cent. of PHC's issued share capital as at the Last Practicable Date.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become Effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of PHC Shareholders vote in favour of the Resolution to be proposed at the General Meeting. Notices convening the Court Meeting and the General Meeting for 11.30 a.m. and 11.45 a.m. respectively on 5 August 2024 (or in respect of the General Meeting, as soon as thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of DWF Law LLP at 20 Fenchurch Street, London, EC3M 3AG are set out in the Scheme Document. Forms of Proxy for use at such Meetings will be enclosed with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible. 

Scheme Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected Timetable of Principal Events

Event	Time and/or date
Publication of this Document	10 July 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form)	11.30 a.m. on 1 August 20241
General Meeting (WHITE form)	11.45 a.m. on 1 August 20242
Voting Record Time	6.00 p.m. on 1 August 20243
Court Meeting	11.30 a.m. on 5 August 2024
General Meeting	11.45 a.m. on 5 August 20244
The following dates are indicative only and are subject to change:5
Sanction Hearing (to sanction the Scheme)	15 August 2024
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, PHC Shares	19 August 2024
Scheme Record Time	6.00 p.m. on 19 August 2024
Suspension of trading of, and dealings in, PHC Shares on AIM	7.30 a.m. on 20 August 2024
Effective Date	20 August 20246
Cancellation of admission to trading of PHC Shares on AIM	7.00 a.m. on 21 August 2024
Latest date for dispatch of cheques, and crediting of CREST accounts within 14 days of the Effective Date and processing electronic transfers due under the Scheme	3 September 2024
Long Stop Date	5.00 p.m. on 30 September 20247

Notes:

(1)        It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 11.30 a.m. on 1 August 2024 or, if the Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of PHC's Registrars, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the start of the Court Meeting (or any adjournment of it) and it will be valid.

(2)        In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 11.45 a.m. on 1 August 2024 or, if the General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day).

(3)        If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.

(4)        To commence at 11.45 a.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.

(5)        These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. PHC will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on PHC's website at https://www.planthealthcare.com/disclaimer. Participants in the PHC Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the PHC Share Plan, including details of any appropriate proposals being made and dates and times relevant to them.

(6)        Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur on 20 August 2024, subject to satisfaction or (where capable of waiver), waiver of the Conditions.

(7)        This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as PHC and Bidco may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).

The dates and times given are indicative only and are based on PHC's current expectations and may be subject to change (including as a result of changes to Court times and the regulatory timetable).

Cancellation of admission of PHC Shares to trading on AIM

The last day of dealings in, and for registration of transfers of, PHC Shares on the London Stock Exchange is expected to be 19 August 2024 and no transfer of PHC Shares will be registered after 6.00 p.m. on that date, following which PHC Shares will be suspended from AIM at 7.30 a.m. on 20 August 2024.

It is intended that application will be made by PHC to the London Stock Exchange to cancel the admission to trading of PHC Shares on AIM. It is expected that the cancellation will take place at 7.00 a.m. on 21 August 2024.

Following the Scheme becoming Effective and the admission to trading of the PHC Shares having been cancelled, PHC will be re-registered as a private limited company with the name 'Plant Health Care Limited'.

Helpline

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in doubt about the procedure for completing and returning the Forms of Proxy or the electronic appointment of proxies, please contact PHC's Registrars, Neville Registrars Limited on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that PHC's Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Plant Health Care plc Jeff Tweedy, CEO	Tel: [phone]
Cavendish (Rule 3 adviser, financial adviser, nominated adviser and corporate broker to PHC) Neil McDonald Pete Lynch	Tel: [phone]
Zeus (financial adviser to Bidco and PI)	Tel: [phone]
Nick Cowles James Edis Louisa Waddell

 

Shoosmiths LLP is retained as legal adviser to PI and Bidco.

DWF Law LLP is retained as legal adviser to PHC.

Important Notices

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for PI and Bidco as financial adviser and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than PI and Bidco for providing the protections afforded to clients of Zeus, or for providing advice in relation to the matters referred to in this Announcement. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser, nominated adviser and corporate broker to PHC and no one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to such matters referred to in this Announcement and will not be responsible to anyone other than PHC for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to in this Announcement. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of,  any securities or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws. The Acquisition will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and acceptance), which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of, or to accept, the Acquisition and/or the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). PHC Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme carefully once it has been despatched as it will contain important information relating to the Acquisition and the Scheme.

This Announcement does not constitute a prospectus or a prospectus exempted document.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the AIM Rules, the Code and the Market Abuse Regulation and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and/or regulations and such laws and/or regulations may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document(s) to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their PHC Shares at the Court Meeting and/or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their PHC Shares in respect of the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange (including the AIM Rules) and the FCA.

Unless otherwise determined by PI and/or Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction, and no person may vote in favour of the Acquisition, and the Acquisition will not be capable of acceptance, by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the US, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Announcement and the Scheme Document. Any representation to the contrary may be a criminal offence.

The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else.

In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, PHC Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of the Cash Consideration by a PHC Shareholder for the transfer of their PHC Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. In certain circumstances, PHC Shareholders that are not US persons and that receive cash consideration pursuant to the Scheme may be subject to US withholding tax. Each PHC Shareholder is urged to consult an independent professional adviser regarding the applicable tax consequences of the Acquisition, including under applicable United States, state and local, as well as overseas and other tax laws.

Financial information relating to PHC included in this Announcement and included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any claim they may have arising under US securities laws, since the Scheme relates to the shares of a company incorporated under the laws of, and located in, the United Kingdom, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the United Kingdom, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, PHC Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Zeus and Cavendish will continue to act as an exempt principal trader in PHC Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to PHC, Bidco and PI. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies of PI, Bidco and/or PHC and the expansion and growth of PHC; (c) any potential synergies resulting from the Acquisition; and (d) the expected timing and scope of the Acquisition. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and/or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of PI, Bidco or PHC, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of this Announcement. All subsequent oral or written forward-looking statements attributable to PI, Bidco or PHC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. PI, Bidco and PHC assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, PI and PHC operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, PI and PHC operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

No forward-looking or other statements have been reviewed by the auditors of PI or any company in the Wider PI Group or the Wider PHC Group. All subsequent oral or written forward-looking statements attributable to Bidco, any company in the Wider PI Group, PHC, or any company in the Wider PHC Group or to any of their respective associates, directors, officers, employees or advisers or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts or estimates

Save as expressly set out herein, no statement in this Announcement is intended as a profit forecast or profit estimate for PI, Bidco or PHC in respect of any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings or earnings per PHC Share or income for PHC for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings or earnings per PHC Share or income of PHC.

Publication on website

In accordance with Rule 26.1 and 26.2 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on PHC's website at https://www.planthealthcare.com/disclaimer by no later than 12:00 noon on the Business Day following the publication of the Scheme Document . Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Neville Registrars Limited on 0121 585 1131 (or from outside of the UK, on [phone]) between 9.00 a.m. to 5.00 p.m. Monday to Friday (London time) or by submitting a request in writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD). For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain paragraphs and/or tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any Relevant Securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the Relevant Securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any Relevant Securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any Relevant Securities of each of: (a) the offeree company; and (b) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

General

Bidco reserves the right to elect (with the consent of the Takeover Panel, if required) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of PHC not already by the Wider PI Group as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of Takeover Offer, and if sufficient acceptances of the Takeover Offer are received and/ or sufficient PHC Shares are otherwise acquired, Bidco intends to apply the provisions of the Companies Act so as to compulsorily acquire any outstanding PHC Shares to which the Takeover Offer relates.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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