Director/PDMR Shareholding

RNS Number : 0403I

Dialight PLC

16 March 2018

Dialight plc ("Company")

Director/PDMR Shareholdings

16 March 2018

Options and Awards under the Dialight plc 2014 Performance Share Plan ("PSP")

On 16 March 2018 the under-mentioned Director/Person Discharging Managerial Responsibility, was granted a nil cost option which entitled her 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)	50,862	159,015	0.489

On 16 March 2018 the under-mentioned Director/Persons Discharging Managerial Responsibility, were granted a conditional award, which 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 L. Rapp (Director)	104,280	104,280	0.321
Luis Ramirez	21,160	24,768	0.076
Rizwan Ahmad	7,220	22,421	0.069
Michael Schratz	7,886	23,860	0.073
Matt Boudiette	11,740	19,744	0.061

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 option (respectively) are subject to the satisfaction of two performance conditions as set out below.

25% of an 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 2020 ("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 under an option or award 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 or exceeds 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 2020 EPS is below 45 pence, 25% of the option or award subject to the EPS Performance Condition will vest if the Company's 2020 EPS equals 45 pence, rising on a straight-line basis to 100% vesting if the Company's 2020 EPS equals or exceeds 60 pence.

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 16 March 2021 and 16 March 2023.

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. Luis Ramirez iv. Rizwan Ahmad v. Michael Schratz vi. Matt Boudiette
2.	Reason for the notification
(a)	Position/status	i. Group Chief Executive Officer ii. Group Finance Director iii. Chief Operating Officer iv. VP, Power and Control Systems v. VP, Sales and Marketing vi. VP, Signals and Components
(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	i. 104,280 ii. 50,862 iii. 21,160 iv. 7,220 v. 7,886 vi. 11,740
(e)	Aggregated information - Aggregated volume - Price	203,148 awards and options Nil
(f)	Date of the transaction	16 March 2018
(g)	Place of the transaction	Outside a trading venue