Notification of Transactions of Directors/Persons Discharging Managerial
Responsibility and Connected Persons
1. Name of the issuer 2. State whether the notification
related to (i) a transaction
Lancashire Holdings Limited notified in accordance with DTR
3.1.2 R, (ii) a disclosure made
in accordance with LR 9.8.6R(1)
or (iii) a disclosure made in
accordance with section 793 of
the Companies Act (2006)
(i)
3. Name of the person discharging 4. State whether notification
managerial responsibilities/ relates to a person connected
director with a person discharging
managerial responsibilities/
(1) Richard Brindle (Executive director named in 3 and identify
Director and Group CEO) connected person
N/A
(2) Neil McConachie (Executive
Director and President)
(3) Alex Maloney (Executive
Director and Group Chief
Underwriting Officer)
5. Indicate whether the notification 6. Description of shares (including
is in respect of a holding of the class), debentures or derivatives
person referred to in 3 or 4 or financial instruments relating
above or in respect of a to shares
non-beneficial interest
N/A
Persons referred to at 3 above
7. Name of registered shareholder(s) 8. State the nature of the
and, if more than one, the number transaction
of shares held by each of them
Grants of Restricted Share Awards
N/A in the form of nil-cost options
over the issuer's common shares
pursuant to the issuer's
Restricted Share Scheme rules, as
amended by the issuer's
shareholders on 22 December 2010.
These grants have been made in
connection with the issuer's
bonus deferral plan. Vesting is
subject to time and employment
conditions only and there are no
performance conditions.
See further details in boxes 17
to 20.
9. Number of shares, debentures or 10. Percentage of issued class
financial instruments relating to acquired (treasury shares of the
shares acquired class should not be taken into
account when calculating
N/A percentage)
N/A
11. Number of shares, debentures or 12. Percentage of issued class
financial instruments relating to disposed (treasury shares of the
shares disposed class should not be taken into
account when calculating
N/A percentage)
N/A
13. Price per share or value of 14. Date and place of transaction
transaction
N/A
N/A
15. Total holding following 16. Date issuer informed of
notification and total percentage transaction
holding following notification
(any treasury shares should not N/A
be taken into account when
calculating percentage)
N/A
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17. Date of grant 18. Period during which or date on
which exercisable
5 March 2012
In accordance with the issuer's
Restricted Share Scheme rules as
amended by the issuer's
shareholders on 22 December 2010,
exercise of these bonus deferral
Restricted Share Awards may occur
over the relevant vested shares
at such point as the recipients
select, up to the 10th
anniversary of the date of grant.
Subject to the vesting
conditions, each Bonus Deferral
Restricted Share Award will vest
in three equal tranches. Vested
awards may only be exercised in
"open periods". It is anticipated
that the first open period
following the normal vesting date
of the first Tranche will
commence in February 2013, in
February 2014 in the case of the
second Tranche, and in February
2015 in the case of the third
Tranche.
19. Total amount paid (if any) for 20. Description of shares or
grant of the option debentures involved (class and
number)
Nil
Restricted Share Award structured
as nil-cost options, granted over
the issuer's common shares of
US$0.50 each under the Company's
Restricted Share Scheme Deferred
Bonus Plan.
(1) Richard Brindle - 65,123
(2) Neil McConachie - 25,886
(3) Alex Maloney - 13,454
21. Exercise price (if fixed at time 22. Total number of shares or
of grant) or indication that debentures over which options
price is to be fixed at the time held following notification
of exercise
Total number of Restricted Share
Nil Awards granted under the
Restricted Share Scheme Awards
Bonus Deferral Plan* and held
following the notification:
(1) Richard Brindle - 257,061
(2) Neil McConachie - 103,639
(3) Alex Maloney - 54,559
* (vesting is subject to time and
employment conditions only)
Total number of Restricted Share
Awards granted under the
Restricted Share Scheme** and
held following notification:
(1) Richard Brindle - 928,004
(2) Neil McConachie - 561,327
(3) Alex Maloney - 519,613
**Pursuant to the Rules of the
Restricted Share Scheme, the
number of shares that will
actually vest depends on the
satisfaction of certain
conditions including employment,
performance and time conditions.
Total number of time vesting
warrants held following
notification:
Richard Brindle - 5,625,217
Total number of performance
warrants held following
notification:
Richard Brindle - 741,965
Total number of Founder warrants
held following notification:
Richard Brindle - 46,260
23. Any additional information 24. Name of contact and telephone
number for queries
Christopher Head + 44 (0) 207
264 4145
Name of authorised official if issuer for making notification
Christopher Head
Assistant Company Secretary
6 March 2012
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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