Director/PDMR Shareholding

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 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 
    Lancashire Holdings Limited          Companies Act (2006)                  
                                                                               
                                                                               
                                                                               
                                         (i) a transaction notified in         
                                         accordance with DTR 3.1.2 R           
                                                                               
                                                                               
                                                                               
3.  Name of the person discharging   4.  State whether notification relates to 
    managerial responsibilities/         a person connected with a person      
    director                             discharging managerial                
                                         responsibilities/director named in 3  
                                         and identify connected person         
                                                                               
    Alex Maloney (Executive Director                                           
    and Group Chief Executive                                                  
    Officer)                             N/A                                   
                                                                               
                                                                               
                                                                               
    Elaine Whelan (Executive                                                   
    Director and Group Chief                                                   
    Financial Officer)                                                         
                                                                               
                                                                               
                                                                               
5.  Indicate whether the             6.  Description of shares (including      
    notification is in respect of a      class), debentures or derivatives or  
    holding of the person referred       financial instruments relating to     
    to in 3 or 4 above or in respect     shares                                
    of a non-beneficial interest                                               
                                                                               
                                                                               
                                         Lancashire Holdings Limited Restricted
    Persons referred to at 3 above       Share Scheme                          
                                                                               
                                                                               
                                                                               
7.  Name of registered shareholder   8.  State the nature of the transaction   
    (s) and, if more than one, the                                             
    number of shares held by each of                                           
    them                                                                       
                                         Restricted Share Awards granted as    
                                         nil-cost options over common shares of
                                         US$0.50 each under the Lancashire     
    Alex Maloney                         Holdings Limited Restricted Share     
                                         Scheme.                               
                                                                               
                                                                               
    Elaine Whelan                                                              
                                         These awards have been granted 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 acquired   
    financial instruments relating       (treasury shares of the class should  
    to shares acquired                   not be taken into account when        
                                         calculating percentage)               
                                                                               
                                                                               
    Alex Maloney - 41,929 RSS Awards                                           
                                         Alex Maloney 0.0212%                  
                                                                               
                                                                               
    Elaine Whelan - 29,540 RSS                                                 
    Awards                               Elaine Whelan 0.0149%                 
                                                                               
                                                                               
                                                                               
11. Number of shares, debentures or  12. Percentage of issued class disposed   
    financial instruments relating       (treasury shares of the class should  
    to shares disposed                   not be taken into account when        
                                         calculating percentage)               
                                                                               
                                                                               
    N/A                                                                        
                                         N/A                                   
                                                                               
                                                                               
                                                                               
                                                                               
13. Price per share or value of      14. Date and place of transaction         
    transaction                                                                
                                                                               
                                                                               
                                         20 March 2015                         
    £Nil                                                                       
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
15. Total holding following          16. Date issuer informed of transaction   
    notification and total                                                     
    percentage holding following                                               
    notification (any treasury                                                 
    shares should not be taken into                                            
    account when calculating                                                   
    percentage)                          20 March 2015                         
                                                                               
                                                                               
                                                                               
    Alex Maloney (Executive                                                    
    Director) - 321,841 (includes                                              
    100,000 via a connected person                                             
    (0.1627%)                                                                  
                                                                               
                                                                               
                                                                               
    Elaine Whelan (Executive                                                   
    Director) - 233,820 (includes                                              
    2,600 via a connected person)                                              
    (0.1182%)                                                                  
                                                                               
                                                                             

 

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                
                                                                               
                                                                               
    20 March 2015                                                              
                                              In accordance with the issuer's  
                                              Restricted Share Scheme rules,   
                                              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 trance 
                                              will commence in February 2016,  
                                              in February 2017 in the case of  
                                              the second tranche, and in       
                                              February 2018 in the case of the 
                                              third tranche.                   
                                                                               
                                                                               
                                                                               
19. Total amount paid (if any) for grant  20. Description of shares or         
    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. Alex Maloney - 41,929            
                                                                               
                                                                               
                                                                               
                                              2. Elaine Whelan - 29,540           
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
21. Exercise price (if fixed at time of   22. Total number of  shares or       
    grant) or indication that price is to     debentures over which options    
    be fixed at the time of exercise          held following notification      
                                                                               
                                                                               
                                                                               
    Nil                                       Total number of Restricted Share 
                                              Awards granted under the         
                                              Restricted Share Scheme Awards   
                                              Bonus Deferral Plan* and held    
                                              following the notification:      
                                                                               
                                                                               
                                                                               
                                              1.       Alex Maloney - 87,539   
                                                                         
                                                                               
                                                                               
                                              2.       Elaine Whelan - 68,735  
                                                                         
                                                                               
                                                                               
                                                                               
                                              * (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.       Alex Maloney - 594,093   
                                                                        
                                                                               
                                                                               
                                                                               
                                              2.       Elaine Whelan - 424,018  
                                                                        
                                                                               
                                                                               
                                                                               
                                              ** 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. 
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
23. Any additional information            24. Name of contact and telephone    
                                              number for queries               
                                                                               
                                                                               
    As noted in the issuer's Annual                                            
    Report and Accounts for 2014 ("2014       Christopher Head  [phone] 
    Annual Report"), the annual bonus for     4145                             
    Executive Directors of Lancashire                                          
    Holdings Limited is calculated using                                       
    both an absolute Return on Equity                                          
    ("RoE") and relative RoE component.                                        
    The relative RoE component is                                              
    measured against appropriate peer                                          
    companies as set out on page 75 of                                         
    the 2014 Annual Report.                                                    
                                                                               
                                                                               
                                                                               
    As at the date of the approval of the                                      
    2014 Annual Report (being 11 February                                      
    2015), all the relevant peer                                               
    companies had not reported their                                           
    annual results and it was stated,                                          
    provisionally, that the relative RoE                                       
    component, was below median resulting                                      
    in a zero per cent pay out for this                                        
    element of the annual bonus.   Now                                         
    that all the peer companies have                                           
    reported, the Remuneration Committee                                       
    can confirm that the payout for the                                        
    relative RoE component was at the                                          
    65.3 per centile (based on the growth                                      
    in book value, adjusted for                                                
    dividends, warrant exercises and                                           
    dividend equivalent payments, of                                           
    14.3%), resulting in an aggregate                                          
    bonus payment for the relative RoE                                         
    component of US$446,847 to Alex                                            
    Maloney and US$328,621 to Elaine                                           
    Whelan.  Accordingly, the total                                            
    annual bonus for 2014 for Alex                                             
    Maloney was US$1,562,765 and for                                           
    Elaine Whelan was US$1,101,011 of                                          
    which US$390,692 and US$275,253 were                                       
    paid as Deferred Bonus Awards.                                             
                                                                               
Name of authorised official of issuer for making notification
                                                            
                                                             
Christopher Head                                             
Assistant Company Secretary                                  
20 March 2015