Director/PDMR Shareholding

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. 

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. 

(4)

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

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

Douglas Caster

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

Mr Douglas Caster and Mrs Elizabeth Caster (wife of Douglas Caster) as beneficiaries of the D.C. Joint life Interest Settlement

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 nonbeneficial

interest 

In respect of  3 & 4 above

6.

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

Ordinary Shares of 5p each

7.

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

Douglas Caster and Mrs Elizabeth Caster, Trustees of the D.C. Joint Life Interest Settlement

8.

State the nature of the transaction

On 7 December 2009, Mr Douglas Caster and Mrs Elizabeth Caster as trustees of the D.C. Joint Life Interest Settlement (the "DC Trust") entered into a sale and purchase agreement with Mrs Maureen Blogh in respect of 305,948 ordinary shares in the issuer. The agreement provides for the sale of the shares to the DC Trust on 6 December 2015 or at any earlier time specified by either seller or buyer (by the giving of at least 5 business days' notice), and with any such date being subject to adjustment in circumstances where the issuer is in a prohibited period.

On 7 December 2009, Mr Douglas Caster and Mrs Elizabeth Caster as trustees of the D.C. Joint Life Interest Settlement (the "DC Trust") entered into certain sale and purchase agreements with Royal Bank of Canada Trust Corporation Limited in respect of 884,921 ordinary shares in the issuer. The agreement provides for the sale to the DC Trust of (i) 300,000 of such shares on 6 December 2015, (ii) 300,000 of such shares on 5 December 2015, and (iii) 284,921 of such shares on 4 December 2015, or, in each case, at any earlier time specified by either seller or buyer (by the giving of at least 5 business days' notice), and with any such date being subject to adjustment in circumstances where the issuer is in a prohibited period. 

9.

Number of shares, debentures or financial

instruments relating to shares acquired

1,190,869

10.

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

1.74%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

N/A

12.

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

N/A

13.

Price per share or value of transaction

The price payable on each of the above sales is the lower of: 

the mid market price at close of trading on the London Stock Exchange on the day of completion of the relevant purchase; and

the average mid market price at close of trading on the London Stock Exchange over the five days following such completion;

or if the Shares are not listed on the London Stock Exchange at such completion, the open market value of each share as agreed between the parties or, in default of such agreement, as determined by an expert. In addition, the price as between the buyer and the seller under each transaction that is the subject of this notification shall be adjusted after completion of the relevant transaction in the event that the average price (before costs of sale) per share obtained by the purchaser in respect of any shares sold by it to an independent third party within 20 business days of completion of that transaction:

(i)is more than the purchase price described above, in which case the buyer shall pay to the seller 95% of such difference in respect of the shares sold to the independent third party, and

(ii)

is less than the purchase price described above, in which case the seller shall pay to the buyer 95% of such difference in respect of the shares sold to the independent third party..

14.

Date and place of transaction

07/12/2009 London

15.

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

Douglas Caster - 2,033 shares held by the Ultra Electronics Holdings plc Employee Benefit Trust, acquired under the Ultra Electronics All Employee Share Ownership Plan

Holdings subject to the sale and purchase agreements dated 7/12/09

Mrs Elizabeth Caster (wife of Douglas Caster) - 633,522 shares

Shares contracted to be acquired but not yet acquired:-

Douglas Caster and Mrs Elizabeth Caster- as beneficiaries of the D.C.Joint Life Interest Settlement (the "DC Trust") under sale and purchase agreements dated 7/12/09 - 1,190,869 shares

16.

Date issuer informed of transaction

7/12/09

17.

Date of grant

18.

Period during which or date on which exercisable

19.

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

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

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

23.

Any additional information

24.

Name of contact and telephone number for queries

Name of authorised official of issuer responsible for making notification

David Garbett-Edwards Tel: +44 (0)1242 225039

Date 08/12/2009