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Wolfson Microelectro (WLF)

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Friday 16 March, 2012

Wolfson Microelectro

Director/PDMR Shareholding

RNS Number : 5091Z
Wolfson Microelectronics PLC
16 March 2012

Edinburgh, 16 March 2012


Wolfson Microelectronics plc ("the Company")


Notification of beneficial interests in shares and grant of share awards to a director


In accordance with The Wolfson Microelectronics 2010 Senior Executive Deferred Bonus Plan ("the DB Plan"), on 15 March 2012 a net amount (after tax) of up to 50% of the net annual bonus earned in 2011 by one of the executive directors, M Cubitt, was applied in the acquisition of shares in the Company, on behalf of this individual, by RBC cees Trustee Limited, the trustee of The Wolfson Microelectronics No. 1 Employees' Share Trust ("the Plan Trustee"). These shares in the Company are "Deferred Share Bonus Awards" in accordance with the DB Plan and the Plan Trustee shall hold these shares in the Company as bare trustee on behalf of this DB Plan participant. The number of shares in the Company comprising these Deferred Share Bonus Awards and held by the Plan Trustee for M Cubitt are as detailed below. The consideration paid by M Cubitt for the Deferred Share Bonus Award shares was 195.5 pence per share.


In accordance with the DB Plan, when the Deferred Share Bonus Award was granted on 15 March 2012, a Matching Share Award was also granted to M Cubitt.  The Matching Share Award was granted such that if or insofar as a target relating to the performance of the Company over a three year period is met and the participant remains employed within the group headed by the Company, the Company will then procure the transfer to the participant of a number of additional shares.  The ratio of Matching Shares to Deferred Share Bonus Awards is 1 to 1, calculated by reference to the number of shares which would have been acquired for the Deferred Share Bonus Award if an equivalent gross amount (before tax) had been applied in the acquisition of shares in the Company. The Matching Share Award granted to M Cubitt is as shown in the table below.


The shares subject to the Deferred Share Bonus Award and the Matching Share Award are ordinary shares of 0.1 pence each in the Company. 



No. of ordinary shares acquired on 15 March 2012 by Plan Trustee and held, on behalf of the DB Plan participant, as a Deferred Share Bonus Award

No. of Matching Shares awarded on 15 March 2012


M Cubitt                       






The Matching Share Award will normally vest only to the extent that the defined performance conditions have been achieved over a three year period.  For this reason, the Matching Share Award will not be aggregated with existing shareholdings of M Cubitt unless and until the Matching Share Award vests.


Following these transactions, the total number of ordinary shares in which M Cubitt holds a beneficial interest is:



No. of ordinary shares, excluding shares held pursuant to the Matching Share Award


% of issued share capital


M Cubitt                       





Changes in interests of director in shares held by The Wolfson Microelectronics No. 1 Employees' Share Trust ("the No.1 Trust")


As a result of the making of the Matching Share Award under the DB Plan, M Cubitt's potential interest in the ordinary shares in the Company held by the No.1 Trust has changed as follows: 


M Cubitt is interested, as a member of the class of potential beneficiaries of the No. 1 Trust, in the 3,301,581 shares held by the No.1 Trust. M Cubitt is interested as the holder of: contingent share awards under The Wolfson Microelectronics plc 2006 Performance Share Plan and Matching Share Awards under the DB Plan: 



Interest  prior to Matching Share Award of 15 March 2012


Matching Share Award made on 15 March 2012

Interest following the Matching Share Award of 15 March 2012

M Cubitt






M Cubitt is interested, as a member of the class of potential beneficiaries of The Wolfson Microelectronics No. 2 Employees' Share Trust ("the No.2 Trust"), in 645,037 shares prior to and following the Matching Share Award of 15 March 2012. 


This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a)





Jill Goldsmith                             0131 272 7000

Company Secretary


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