Lancashire Hld Ltd Director/PDMR Shareholding
March 15 2017 - 11:15AM
UK Regulatory
TIDMLRE
Lancashire Holdings Limited
(the "Company") or ("LHL")
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
The Company announces that, on 14 March 2017, Restricted Share Awards ("RSS
awards") were granted as nil-cost options over common shares of US$0.50 each
under the LHL Restricted Share Scheme as both Long Term Incentive Awards and
Deferred Annual Bonus Awards to Alex Maloney, Executive Director and Chief
Executive Officer and Elaine Whelan, Executive Director and Chief Financial
Officer.
Mr. Maloney was granted 339,881 RSS awards as nil-cost options over the
Company's common shares of US$0.50 each. Of these RSS awards 286,666 were
granted as Long Term Incentive Awards* and 53,215 were granted as Deferred
Annual Bonus Awards**.
Following this transaction, Mr. Maloney continues to have an interest in the
Company of 513,512 common shares (which includes 100,000 held via a connected
person), representing 0.2568%.
Mr. Maloney now holds the following interests in the Company:
Long Term Incentive Awards - 833,929
(Pursuant to the Rules of the LHL Restricted Share Scheme, the number of shares
that will actually vest depends on the satisfaction of certain conditions
including employment, performance and time conditions).
Deferred Annual Bonus Awards- 147,202
(Vesting is subject to time and employment conditions only).
Mrs. Whelan was granted 216,982 RSS awards as nil-cost options over the
Company's common shares of US$0.50 each. Of these RSS awards 180,441 were
granted as Long Term Incentive Awards* and 36,541 were granted as Deferred
Annual Bonus Awards**.
Following this transaction, Mrs. Whelan continues to have an interest in the
Company of 524,370 common shares (which includes 11,590 held via a connected
person), representing 0.2623%.
Mrs. Whelan now holds the following interests in the Company:
Long Term Incentive Awards - 505,694
(Pursuant to the Rules of the LHL Restricted Share Scheme, the number of shares
that will actually vest depends on the satisfaction of certain conditions
including employment, performance and time conditions).
Deferred Annual Bonus Awards - 72,126
(Vesting is subject to time and employment conditions only).
* In accordance with the LHL Restricted Share Scheme rules, in the normal
course of events the 2017 Long Term Incentive Awards will vest in 2020 to the
extent that the Performance Conditions (measured over a three year performance
period ending 31 December 2019) have been satisfied and provided the Award
holder remains employed by a Group Member on the date of vesting.
** In accordance with the LHL Restricted Share Scheme rules, exercise of the
2016 Deferred Annual Bonus 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 Deferred Annual Bonus 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 2018, in
February 2019 in the case of the second tranche, and in February 2020 in the
case of the third tranche.
As noted in the Company's Annual Report and Accounts for 2016 ("2016 Annual
Report"), for the 2016 year the financial performance element of the annual
bonus for Executive Directors of Lancashire Holdings Limited was calculated
using both an absolute Return on Equity ("RoE") and relative RoE component.
The relative RoE component is measured against peer companies as set out on
page 76 of the 2016 Annual Report.
As at the date of the approval of the 2016 Annual Report (being 15 February
2017), 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 median performance (being 100 per cent of target
and 50 per cent of the maximum). 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 73rd per centile (based on the growth
in book value, adjusted for dividends of 13.5%), resulting in an aggregate
bonus payment for the relative RoE component of US$673,141 to Alex Maloney and
US$462,224 to Elaine Whelan. Accordingly, the total annual bonus for 2016 for
Alex Maloney was US$1,825,627 and for Elaine Whelan was US$1,253,598 of which
US$456,407 and US$313,400 were paid as Deferred Annual Bonus Awards.
The notification, made in accordance with Article 19 of Regulation (EU) No 596/
2014 of the European Parliament and of the Council of 16 April 2014 on market
abuse (Market Abuse Regulation, is set out below:
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Alex Maloney
2 Reason for the notification
a) Position/status Executive Director and Group Chief Executive Officer
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Lancashire Holdings Limited
b) LEI 5493002UNUYXLHOWF752
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the Nil-cost options over Common Shares of US$0.50 each
financial instrument,
type of instrument ISIN: BMG5361W1047
Identification code
b) Nature of the Grant of 339,881 Restricted Share Awards ("RSS awards") granted as nil-cost
transaction options over common shares of US$0.50 each, of which 286,666 were granted as
Long Term Incentive Awards and 53,215 were granted as Deferred Annual Bonus
Awards
c) Price(s) and volume Price(s) Volume(s)
(s)
Nil 286,666
Nil 53,215
d) Aggregated
information 339,881
NIL
e) Date of the 2017-03-14
transaction
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Elaine Whelan
2 Reason for the notification
a) Position/status Executive Director and Group Chief Financial Officer
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Lancashire Holdings Limited
b) LEI 5493002UNUYXLHOWF752
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the Nil-cost options over Common Shares of US$0.50 each
financial instrument,
type of instrument ISIN: BMG5361W1047
Identification code
b) Nature of the Grant of 216,982 Restricted Share Awards ("RSS awards") granted as nil-cost
transaction options over common shares of US$0.50 each, of which 180,441 were granted as
Long Term Incentive Awards and 36,541 were granted as Deferred Annual Bonus
Awards.
c) Price(s) and volume Price(s) Volume(s)
(s)
Nil 180,441
Nil 36,541
d) Aggregated
information 216,982
NIL
e) Date of the 2017-03-14
transaction
f) Place of the Outside a trading venue
transaction
Name of authorised official of issuer for making notification
Christopher Head +44 20 7264 4145
Company Secretary chris.head@lancashiregroup.com
15 March 2017
END
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