11 December 2019
Ultra Electronics Holdings plc
("Ultra" or the "Company")
Board Change and Grant of Awards under Long Term Incentive Plan
The Company confirms that, as announced on 5 September 2019, Jos Sclater (the "Executive") has been appointed to the Board of Ultra as Chief Financial Officer with effect from 9 December 2019*.
On 10 December 2019 the Executive was granted awards entitling him to acquire ordinary shares of 5 pence each in the Company on terms similar to those of the Ultra Electronics Long Term Incentive Plan 2017 ("Awards") as follows:
Number of Shares
Details of Award
Normal vesting date is 16 April 2022, being the 3rd anniversary of the date on which the Company's main grant of LTIP awards to Executive Directors was made in 2019 subject to continued employment and performance conditions, each applicable to a quarter of the award using the following performance measures:
- relative total shareholder return (TSR) against constituents of the FTSE 250 index (excluding investment trusts)
- return on invested capital (ROIC)
- organic operating profit (OOP)
- organic operating revenue (OOR)
Will normally vest in three equal tranches on the first, second and third anniversaries of the Executive's commencement of service with Ultra, being 9 December 2019. Vesting is not subject to performance conditions but is conditional on his not having resigned or been terminated for cause at the relevant vesting date.
¹ 125% of base salary/share price.
² £125,000/share price as compensation for restricted stock and bonus foregone as a result of joining the Company.
The Awards are granted using a share price of £20.66 per ordinary share, being the closing middle market price for the Company's shares on 9 December 2019.
The Awards are in the form of nil exercise price options granted for nil consideration. Any shares acquired on their exercise are subject to a holding period of two years from vesting (other than shares sold to fund tax withholding). Additional shares may be delivered equivalent to the value of dividends received from grant to vesting and during the holding period.
*In accordance with paragraph 9.6.13 and 9.6.14 of the Listing Rules, Jos Sclater is a director of Castrol India Limited, a listed entity in India. As part of his transition to Ultra, his effective date of resignation from the board of Castrol India Limited will be 13 December 2019. There are no additional matters that would require disclosure pursuant to Listing Rule 9.6.13R in respect of Jos Sclater.
The following notification is made in accordance with Article 19 of the Market Abuse Regulation and Rule 3.1 of the Disclosure and Transparency Rules.
Cherise Trumper +44 (0) 0208 813 4321
For and on behalf of Ultra Electronics Holdings plc.
General Counsel & Company Secretary
Details of PDMR / person closely associated with them ("PCA")
Mark Josceline Sclater
Position / status
Chief Financial Officer / PDMR
Initial notification / amendment
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Ultra Electronics Holdings plc
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
Description of the financial instrument
5p Ordinary Shares
Nature of the transaction
Grant of awards under the Company's Long Term Incentive Plan 2017 as nil exercise price options.
Price(s) and volume(s)
- Aggregated volume
Date of the transaction
10 December 2019
Place of the transaction
Outside a trading venue
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