LANCASHIRE HOLDINGS LIMITED - Director/PDMR Shareholding

PR Newswire

London, March 22

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

1. Name of the issuer


Lancashire Holdings Limited		 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)

(i) a transaction notified in accordance with DTR 3.1.2 R
3. Name of the person discharging managerial responsibilities/director

(1)   Alex Maloney (Executive Director and Group Chief Executive Officer)

(2)   Elaine Whelan (Executive Director and Group Chief Financial Officer)		 4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify connected person

N/A
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 non-beneficial interest

Persons referred to at 3 above		 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Lancashire Holdings Limited Restricted Share Scheme
7. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them

(1)   Alex Maloney

(2)   Elaine Whelan		 8. State the nature of the transaction

Restricted Share Awards granted as nil-cost options over common shares of US$0.50 each under the Lancashire Holdings Limited Restricted Share Scheme. 

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 23.
9. Number of shares, debentures or financial instruments relating to shares acquired

(1)   Alex Maloney – 56,224 RSS Awards

(2)   Elaine Whelan – 38,607 RSS Awards		 10. Percentage of issued class acquired (treasury shares of the class should not be taken into account when calculating percentage)

Alex Maloney 0.0282%

Elaine Whelan 0.0194%
11. Number of shares, debentures or financial instruments relating to shares disposed

N/A
 		 12. Percentage of issued class disposed (treasury shares of the class should not be taken into account when calculating percentage)

N/A
13. Price per share or value of transaction

£Nil
 		 14. Date and place of transaction

11 March 2016
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

(1)   Alex Maloney (Executive Director) – 426,561 (includes 100,000 via a connected person (0.2138%)

(2)   Elaine Whelan (Executive Director) – 325,659 (includes 11,590 via a connected person) (0.1632%)
 		 16. Date issuer informed of transaction


22 March 2016

   

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. Date of grant

11 March 2016		 18. Period during which or date on which exercisable

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 2017, in February 2018 in the case of the second tranche, and in February 2019 in the case of the third tranche.
19. Total amount paid (if any) for grant of the option

£Nil		 20. Description of shares or debentures involved (class and number)

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 – 56,224

2.     Elaine Whelan – 38,607
 
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

Nil		 22. Total number of  shares or debentures over which options held following notification

Total number of Restricted Share Awards granted under the Restricted Share Scheme Awards Bonus Deferral Plan* and held following the notification:

1.             Alex Maloney – 123,621

2.             Elaine Whelan – 89,158

* (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 – 686,771

2.             Elaine Whelan – 515,307

** 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

As noted in the issuer’s Annual Report and Accounts for 2015 (“2015 Annual Report”), the annual bonus for 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 85 of the 2015 Annual Report.

As at the date of the approval of the 2015 Annual Report (being 17 February 2016), all the relevant peer companies had not reported their annual results and it was stated that the relative RoE component of the annual bonus was provisionally calculated at the 58.3 per centile.   Now that all the peer companies have reported, the Remuneration Committee can confirm that the performance and related payment for the relative RoE component was at the 68 per centile (based on the growth in book value, adjusted for dividends, warrant exercises and dividend equivalent payments, of 13.5%), resulting in an aggregate bonus payment for the relative RoE component of US$549,248 to Alex Maloney and US$377,150 to Elaine Whelan.  Accordingly, the total annual bonus for 2015 for Alex Maloney was US$1,668,165 and for Elaine Whelan was US$1,145,474 of which US$417,042 and US$286,369 were paid as Deferred Bonus Awards.		 24. Name of contact and telephone number for queries

Christopher Head  +44 (0)20 7264 4145

 

   

Name of authorised official of issuer for making notification

Christopher Head
Assistant Company Secretary
22 March 2016