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
Companies Act (2006)
Lancashire Holdings Limited (i)
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
(1) Richard Brindle (Executive N/A
Director and Group CEO)
(2) Alex Maloney (Executive
Director and Group Chief
Underwriting Officer)
(3) Elaine Whelan (Executive
Director and Chief Financial
Officer)
(4) Neil McConachie (Non-
Executive Director)
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
Persons referred to at 3 above N/A
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
Grants of Restricted Share Awards in
N/A the form of nil-cost options over the
issuer's common shares pursuant to the
issuer's Restricted Share Scheme
rules, as Adopted by the issuer's
Board of Directors on 22 February
2012.
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 acquired
financial instruments relating (treasury shares of the class should
to shares acquired not be taken into account when
calculating percentage)
N/A
N/A
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
N/A N/A
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)
N/A 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
In accordance with the issuer's Restricted Share
Scheme rules as amended by the issuer's Board of
5 March 2013 Directors on 22 February 2012, 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 2014, in
February 2015 in the case of the second Tranche,
and in February 2016 in the case of the third
Tranche.
19. Total amount paid 20. Description of shares or debentures involved
(if any) for grant (class and number)
of the option
Restricted Share Award structured as nil-cost
Nil options, granted over the issuer's common shares
of US$0.50 each under the Company's Restricted
Share Scheme Deferred Bonus Plan.
Richard Brindle - 56,584
Alex Maloney - 17,543
Elaine Whelan - 15,120
Neil McConachie - 7,664
21. Exercise price (if 22. Total number of shares or debentures over which
fixed at time of options held following notification
grant) or indication
that price is to be
fixed at the time of
exercise Total number of Restricted Share Awards granted
under the Restricted Share Scheme Awards Bonus
Deferral Plan* and held following the
notification:
Nil
(1) Richard Brindle - 313,645
(2) Alex Maloney - 72,102
(3) Elaine Whelan - 36,607
(4) Neil McConachie - 111,303
* (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 - 1,144,963
(2) Alex Maloney - 650,619
(3) Elaine Whelan - 362,148
(4) Neil McConachie - 559,802
**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 24. Name of contact and telephone number for
information queries
Christopher Head + 44 (0) 207 264 4145
Name of authorised official if issuer for making notification
Christopher Head
Company Secretary
6 March 2013
*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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