Director/PDMR Shareholding


1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adolfo Hernandez

2

Reason for the notification

LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, applies.

a)

Position/status

Chief Executive Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

SDL PLC

b)

LEI

213800OF4AGCOPWAL341

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, type of instrument

Identification code

Nil cost option over ordinary shares of 1 pence each in SDL PLC

ISIN GB0009376368

b)

Nature of the transaction

LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, applies.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

 N/A

311,721 representing 2.5X base salary

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

 311,721

e)

Date of the transaction

11 April 2018

f)

Place of the transaction

Outside a trading venue, London

Additional Information:

Performance Conditions and Holding Period

Half of the awards will be subject to relative Total Shareholder Return (TSR) targets and the other half subject to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2020

Relative TSR targets (50% of the award)

The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule:

TSR Performance Proportion of award subject to TSR target that vests

Below Median 0%

Median ranking 25%

Upper Quartile ranking or higher 100%

Pro-rata vesting between median and upper quartile

These TSR targets are unchanged compared to the 2017 LTIP award.

EPS growth targets (50% of the award)

Fully Diluted, Adjusted EPS for FY 2020 Proportion of award subject to EPS target that vests

Less than 24p 0%

24p 25%

27.5p or higher 100%

Pro-rata vesting between the threshold and stretch performance points.

These EPS targets were set according to the following considerations, and are compared to the EPS targets in the 2017 LTIP award here:

The fully diluted, adjusted EPS on continuing operations for 2017, the base figure upon which the above targets are based, was 18.8p. Therefore, the above EPS growth targets represent compound annual growth rates of 8-13%.

During 2017 the company changed its accounting policy to begin to capitalize R&D expenditure. During 2017, £2.5m of R&D expenditure was capitalized and there has been no amortization yet of this capitalized R&D. However, by 2020, assuming that the company's R&D expenditure continues at approximately the same level as today, it is expected that the annual capitalized amount of R&D expenditure will be less than £1m above the annual amortisation of historic capitalized R&D balances. Thus, the effect of the change in accounting policy on R&D is to increase the fully diluted, adjusted EPS in 2017, by approximately 2.5p/share whilst, likely, only increasing by approximately 1p/share the fully diluted, adjusted EPS in 2020. Therefore, the effect of the change in this accounting policy is to reduce the implied EPS target growth rate required in the 2018 LTIP award.

On an underlying basis, removing this distorting effect of the change in accounting policy to capitalize R&D expenditure, the above EPS targets actually represent approximately the same compound annual growth rates in EPS as the up to 17% CAGR required in the 2017 LTIP award.

Holding Period

To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting.


1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Xenia Walters

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period applies.

a)

Name

SDL PLC

b)

LEI

213800OF4AGCOPWAL341

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, type of instrument

Identification code

Nil cost option over ordinary shares of 1 pence each in SDL PLC

ISIN GB0009376368

b)

Nature of the transaction

LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period applies.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

N/A

71,072 representing 1X base salary

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

 71,072

e)

Date of the transaction

11 April 2018

f)

Place of the transaction

Outside a trading venue, London

Additional information:

Performance Conditions and Holding Period 

 Half of the awards will be subject to relative Total Shareholder Return (TSR) targets and the other half subject to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2020

Relative TSR targets (50% of the award)

The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule:

TSR Performance Proportion of award subject

to TSR target that vests

Below Median 0%

Median ranking 25%

Upper Quartile ranking or higher 100%

Pro-rata vesting between median and upper quartile.

These TSR targets are unchanged compared to the 2017 LTIP award.

EPS growth targets (50% of the award)

Fully Diluted, Adjusted EPS for FY 2020 Proportion of award subject to EPS target that vests

Less than 24p 0%

24p 25%

27.5p or higher 100%

Pro-rata vesting between the threshold and stretch performance points.

These EPS targets were set according to the following considerations, and are compared to the EPS targets in the 2017 LTIP award here:

The fully diluted, adjusted EPS on continuing operations for 2017, the base figure upon which the above targets are based, was 18.8p. Therefore, the above EPS growth targets represent compound annual growth rates of 8-13%.

During 2017 the company changed its accounting policy to begin to capitalize R&D expenditure. During 2017, £2.5m of R&D expenditure was capitalized and there has been no amortization yet of this capitalized R&D. However, by 2020, assuming that the company's R&D expenditure continues at approximately the same level as today, it is expected that the annual capitalized amount of R&D expenditure will be less than £1m above the annual amortisation of historic capitalized R&D balances. Thus, the effect of the change in accounting policy on R&D is to increase the fully diluted, adjusted EPS in 2017, by approximately 2.5p/share whilst, likely, only increasing by approximately 1p/share the fully diluted, adjusted EPS in 2020. Therefore, the effect of the change in this accounting policy is to reduce the implied EPS target growth rate required in the 2018 LTIP award.

On an underlying basis, removing this distorting effect of the change in accounting policy to capitalize R&D expenditure, the above EPS targets actually represent approximately the same compound annual growth rates in EPS as the up to 17% CAGR required in the 2017 LTIP award.

Holding Period

To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting.

Director / PDMR

Total number of

shares held

Total number of shares

over which options held

Adolfo Hernandez

140,000

832,075

Xenia Walters

10,490

71,072