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Wolfson Microelectro (WLF)

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Friday 16 March, 2012

Wolfson Microelectro

Director/PDMR Shareholding

RNS Number : 5138Z
Wolfson Microelectronics PLC
16 March 2012

Edinburgh, 16 March 2012


Wolfson Microelectronics plc ("the Company")


Notification of grant of share awards to directors and other persons discharging managerial responsibility ("PDMRs")


On 15 March 2012, in accordance with The Wolfson Microelectronics plc 2006 Performance Share Plan ("the PSP"), the Company made nil-cost option awards to the executive directors and other PDMRs as detailed below.   The nil-cost option awards are in respect of ordinary shares of 0.1 pence each in the Company.   No payment was made for the grant of awards.


Each of the awards will normally vest, and become exercisable, following the end of a three year performance period ending 31 December 2014 and then only to the extent that the defined performance conditions have been achieved.  The defined performance conditions, in respect of these awards, are explained on pages 48 and 49 of the Company's Annual Report and Accounts 2011.  The maximum total number of ordinary shares which are subject to these nil-cost option awards for each executive director and other PDMRs are shown in the final column of the following table. These nil-cost option awards would only fully vest, to that maximum amount, if the underlying operating profit margin target is achieved and exceptional revenue growth is achieved over the three year performance period. For revenue growth performance in the three year period above a threshold level and up to the on-target level or between the on-target level and then up to the specified exceptional level of revenue growth performance (subject to the relevant underlying operating profit underpin), the nil-cost option awards would vest pro-rata on sliding scale.


Number of ordinary shares subject to nil-cost option award granted on 15 March 2012 – where full vesting is dependent on achievement of on-target revenue growth in 3 year period
Maximum number of ordinary shares subject to nil-cost option award granted on 15 March 2012 – where all will vest only if exceptional revenue growth performance is achieved in 3 year period
JM Hickey
M Cubitt           
A Brannan        
S Doran           



As these awards will vest only to the extent that the defined performance conditions have been achieved, the awards will not be aggregated with existing shareholdings of the above-mentioned directors and other PDMRs unless and until the awards vest and are exercised.


The total number of ordinary shares in which each of the above executive directors and other PDMRs  holds a beneficial interest is:



Number of ordinary shares, excluding awards held pursuant to the PSP


% of issued share capital


JM Hickey



M Cubitt                       



A Brannan                                



S Doran                                   




^ Of these ordinary shares, 261,331 are held by JM Hickey and 57,775 are held by JM Hickey's wife


The Company was notified of the transactions on 15 March 2012.







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


As a result of the making of the awards under the PSP on 15 March 2012, the executive directors' and PDMRs' potential interests in the ordinary shares held by the No.1 Trust has changed, with no consideration passing to or from the executive directors or PDMRs as a result, as follows: 


Each executive director and PDMR is interested as the holder of awards under the PSP and of a contingent matching award, granted in 2010 and / or 2012, under the 2010 Senior Executive Deferred Bonus Plan: 



Interest  prior to PSP award of 15  March 2012


PSP award made on 15  March 2012

Interest following the PSP award of 15 March 2012

JM Hickey






M Cubitt





A Brannan





S Doran






Each of these directors and PDMRs is interested, as a member of the class of potential beneficiaries of the No. 1 Trust, in 3,301,581 shares.  Each of these directors and PDMRs 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 PSP awards 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


This information is provided by RNS
The company news service from the London Stock Exchange

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