Last checked at 6 Mar 2019 07:00
Dialight plc (Company)
Director/PDMR Shareholdings
5 March 2019
Options and Awards under the Dialight plc 2014 Performance Share Plan (PSP)
On 5 March 2019, the under mentioned Directors/Persons Discharging Managerial Responsibility, were granted nil cost options that entitled each of them to receive ordinary shares of 1.89 pence each in the Company in accordance with the rules of the PSP:
Name | Number of Options granted under the PSP | Total number of shares over which incentive awards in the PSP held following notification | % of issued class |
Fariyal Khanbabi (Director) | 68,803 | 196,685 | 0.604 |
Richard Allan
| 12,503 | 12,503 | 0.038 |
Gary Ashburner
| 10,002 | 10,002 | 0.031 |
On 5 March 2019, the under mentioned Directors/Persons Discharging Managerial Responsibility, were granted conditional awards that entitled them to acquire ordinary shares of 1.89 pence each in the Company in accordance with the rules of the PSP:
Name | Number of shares awarded under the PSP | Total number of shares over which incentive awards in the PSP held following notification | % of issued class |
Martin Rapp (Director) | 145,011 | 249,291 | 0.766 |
Luis Ramirez
| 29,425 | 54,193 | 0.167 |
Sri Talpallikar
| 11,153 | 11,153 | 0.034 |
Rizwan Ahmad
| 10,291 | 28,303 | 0.087 |
Aziz Rahman
| 9,966 | 9,966 | 0.031 |
Matt Boudiette
| 21,215 | 40,959 | 0.126 |
Tim Cillessen
| 10,530 | 14,851 | 0.046 |
Options and awards will normally vest on the third anniversary of grant subject to continued employment. In relation to the awards made to Martin L. Rapp and Fariyal Khanbabi only, the award and options (respectively) are subject to the satisfaction of two performance conditions as set out below.
25% of the option or award 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). The remaining 75% of the option or award is measured against the Company's earnings per share (EPS) in 2021 (EPS Performance Condition).
TSR Performance Condition
No part of an option or award subject to the TSR Performance Condition shall vest if the percentage change in the Company's TSR is below the percentage change in the TSR of the comparator index. 25% of the ordinary shares subject to the TSR Performance Condition will vest if the percentage change in the Company's TSR is equal to the percentage change in the TSR of the comparator index, rising on a straight-line basis, to 100% vesting if the percentage change in the Company's TSR is equal to the change 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 2021 EPS is below 40p, 25% of the ordinary shares subject to the EPS Option/Award will vest if the Company's 2021 EPS reaches 40p, rising on a straight-line basis, to 100% vesting if the Company's 2021 EPS exceeds 60p.
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 5 March 2022 and 5 March 2024.
Holding Period
A mandatory two-year post-vesting holding period applies to the PSP options/awards granted to Martin L. Rapp and Fariyal Khanbabi.
The details of the awards and options are as follows:
1. | Details of the person discharging managerial responsibilities/person closely associated | ||
(a) | Name | i. Martin L. Rapp ii. Fariyal Khanbabi iii. Richard Allan iv. Luis Ramirez v. Sri Talpallikar vi. Rizwan Ahmad vii. Aziz Rahman viii. Matt Boudiette ix. Gary Ashburner x. Tim Cillessen | |
2. | Reason for the notification | ||
(a) | Position / status | i. Group Chief Executive ii. Group Finance Director iii. Group General Counsel iv. Chief Operating Officer v. VP, Sales and Marketing vi. VP, Technology vii. VP, Engineering viii. VP, Signals / Components / Obstruction / Wind ix. VP, Sales - Americas x. VP / GM EMEA | |
(b) | Initial notification / amendment | Initial notification | |
3. | Details of the issuer | ||
(a) | Name | Dialight plc | |
(b) | LEI | 2138001AD31KKD29Z495 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the Financial Instrument | Ordinary shares of £0.0189 each | |
(b) | Identification code of the Financial Instrument | GB0033057794 | |
(c) | Nature of the transaction | Grant of share options/awards under the Dialight plc PSP equity scheme | |
(d) | Price(s) and volume(s) | Price(s) | Volume(s) |
i. Nil ii. Nil iii. Nil iv. Nil v. Nil vi. Nil vii. Nil viii. Nil ix. Nil x. Nil | i. 145,011 ii. 68,803 iii. 12,503 iv. 29,425 v. 11,153 vi. 10,291 vii. 9,966 viii. 21,215 ix. 10,002 x. 10,530 | ||
(e) | Aggregated information - Aggregated volume - Price |
328,899 awards and options Nil | |
(f) | Date of the transaction | 5 March 2019 | |
(g) | Place of the transaction | Outside a trading venue | |
This announcement is made in accordance with Article 19.3 of the Market Abuse Regulation.
Richard Allan
General Counsel
Tel: +44 (0) 203 058 3546