Last checked at 27 Mar 2020 13:39
Date: 27 March 2020
Dialight plc (the "Company")
Director / PDMR Shareholding
Options and Awards under the Dialight plc 2014 Performance Share Plan ("PSP")
On 27 March 2020 the under-mentioned Director/Persons Discharging Managerial Responsibility were each granted a nil cost option which entitled them to receive ordinary shares of 1.89 pence each in the Company in accordance with the rules of the Dialight PLC 2014 Performance Share Plan ("PSP").
On 27 March 2020 the under-mentioned Persons Discharging Managerial Responsibility, were granted a conditional award, which entitled them to acquire ordinary shares of 1.89 pence each at nil cost in the Company in accordance with the rules of the PSP.
Options and awards will normally vest on the third anniversary of grant subject to continued employment. In relation to the awards made to Fariyal Khanbabi only, the option is also subject to the satisfaction of two performance conditions as set out below. 50% of the option is measured against the Company's total shareholder return ("TSR") over the three year period relative to the FTSE SmallCap Index (excluding investment trusts) ("TSR Performance Condition"), and 50% of the option is measured against the Company's underlying earnings per share ("EPS") in 2022 ("EPS Performance Condition"). TSR Performance Condition No part of an option or award subject to the TSR Performance Condition shall vest if the percentage increase in the Company's TSR is below the percentage increase in the TSR of the comparator index. 25% of the ordinary shares subject to the TSR Performance Condition will vest if the percentage increase in the Company's TSR is equal to the percentage increase in the TSR of the comparator index, rising on a straight-line basis to 100% vesting if the percentage increase in the Company's TSR is equal to the increase in the TSR of the index plus 10% per annum. EPS Performance Condition No part of an option or award subject to the EPS Performance Condition will vest if the Company's 2022 EPS is below 24.3p, 25% of the ordinary shares subject to the EPS Option/Award will vest if the Company's 2022 EPS equals 24.3p, rising on a straight-line basis to 100% vesting if the Company's 2022 EPS exceeds 39.7p. No consideration was paid for the grant of these options and awards and no consideration is due to be paid by the participant on the vesting of these options and awards. On vesting, options will be exercisable between 27 March 2023 and 27 March 2025.
Scaling-back of award levels The number of options awarded to each individual has been scaled-back to proportionally reflect the fall in the Company's share price since the date of the 2019 awards. The calculation of this reduction was in line with advice from external remuneration advisers and reflects a proportion of the totality of the share price fall since March 2019 inclusive of the impact of the Covid-19 pandemic.
Holding Period A mandatory two-year post-vesting holding period applies to the PSP options granted to Fariyal Khanbabi.
The notifications below, which have been made in accordance with the requirement of the Market Abuse Regulation (Regulation (EU) No. 596/2014) provide further details.
Richard Allan General Counsel & Company Secretary DD: +44 (0) 203 058 3546
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
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