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/Amendment |
Initial
notification |
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
financial instrument, type of instrument
Identification code |
Nil-cost options
over Common Shares of US$0.50 each
ISIN: BMG5361W1047 |
b) |
Nature of the
transaction |
Grant of
339,881 Restricted Share Awards (“RSS awards”) granted as
nil-cost 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(s) |
Price(s) |
Volume(s) |
Nil |
286,666 |
Nil |
53,215 |
|
d) |
Aggregated information |
339,881
NIL |
e) |
Date of the transaction |
2017-03-14 |
f) |
Place of the transaction |
Outside a trading venue |
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/Amendment |
Initial notification |
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
financial instrument, type of instrument
Identification code |
Nil-cost options
over Common Shares of US$0.50 each
ISIN: BMG5361W1047 |
b) |
Nature of the
transaction |
Grant of
216,982 Restricted Share Awards (“RSS awards”) granted as
nil-cost 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(s) |
Price(s) |
Volume(s) |
Nil |
180,441 |
Nil |
36,541 |
|
d) |
Aggregated information |
216,982
NIL |
e) |
Date of the transaction |
2017-03-14 |
f) |
Place of the transaction |
Outside a trading
venue |
Name of authorised official of issuer
for making notification
Christopher
Head
Company Secretary
15 March 2017 |
+44 20 7264 4145
chris.head@lancashiregroup.com |