Ultra Electronics Holdings PLC

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NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuerto make a RISnotification required by DTR 3.1.4R.

(1)

An issuermaking a notification in respect of a transaction relating to the sharesor debentures of the issuershould complete boxes 1 to 16, 23 and 24.

(2)

An issuermaking a notification in respect of a derivative relating to the sharesof the issuershould complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuermaking a notification in respect of options granted to a director/person discharging managerial responsibilitiesshould complete boxes 1 to 3 and 17 to 24.

(4)

An issuermaking a notification in respect of a financial instrumentrelating to the sharesof the issuer(other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes in block capital letters.

1. Name of the issuer

Ultra Electronics Holdings plc

2. State whether the notification relates to

(i) a transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i)

3. Name of person discharging managerial responsibilities/director

M Clayton

P Dean

P Evans

R Henry

S Harris

R Sharma

G Stacey

K Thomson

4. State whether notification relates to a personconnected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

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5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest

In respect of 3 above

6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares

5p Ordinary Shares

7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

Ultra Electronics Holdings plc Employee Benefit Trust

8 State the nature of the transaction

Self-funded through All Employee Share Ownership Plan

9. Number of shares, debentures or financial instruments relating to shares acquired


Partnership Shares

M Clayton

P Dean

P Evans

R Henry

S Harris

R Sharma

G Stacey

K Thomson

8

8

8

8

7

8

7

8

10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

M Clayton

Less  than 0.1%

P Dean

Less  than 0.1%

P Evans

Less  than 0.1%

R Henry

Less  than 0.1%

S Harris

Less  than 0.1%

R Sharma

Less than 0.1%

G Stacey

Less  than 0.1%

K Thomson

Less  than 0.1%

11. Number of shares, debentures or financial instruments relating to shares disposed

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12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

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13. Price per share or value of transaction

£16.93

14. Date and place of transaction

02/01/2013, London

15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

M Clayton

1,261

Less than 0.1%

P Dean

423

Less than 0.1%

P Evans

3,601

Less than 0.1%

R Henry

5,347

Less than 0.1%

S Harris

100

Less than 0.1%

R Sharma

41,057

Less than 0.1%

G Stacey

386

Less than 0.1%

K Thomson

25,976

Less than 0.1%

16. Date issuer informed of transaction

02/01/2013

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17. Date of grant

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18. Period during which or date on which it can be exercised

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19. Total amount paid (if any) for grant of the option

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20. Description of shares or debentures involved (class and number)

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21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

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22. Total number of shares or debentures over which options held following notification

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23. Any additional information

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24. Name of contact and telephone number for queries

Sharon Harris +44 (0)208 813 4321

Name and signature of duly authorised officer of issuer responsible for making notification

Sharon Harris, Company Secretary

Date of notification

03/01/2013

END


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