Hiscox Ltd
(the 'Company')
Notification of transactions by Persons Discharging Managerial Responsibilities ('PDMR')
Hamilton, Bermuda (12 April 2021) - On 8 April 2021 awards ("Awards") were made to Executive Directors and PDMRs pursuant to the Company's Performance Share Plan ("Performance Share Plan"), approved by shareholders on 14 May 2020, to acquire ordinary 6.5p shares ("Shares") in the capital of the Company.
The Awards granted to the Executive Directors and Ben Walter are subject to performance conditions measured over the three financial years from 1 January 2021 to 31 December 2023.
The performance measures for the Executive Directors and Ben Walter will be as set out in the annual report on remuneration in the Annual Report, with 60% of the awards based on stretching growth in net asset value (NAV) plus dividends targets, measured on a per share basis, and 40% based on relative total shareholder return (TSR) against a group of global insurance peers.
The performance conditions for 60% of the Awards are measured against the growth in NAV plus dividends, on a per share basis, and will not vest if the growth in NAV plus dividends per share is less than the risk free rate (RFR) plus 6% per annum. 16% of the award will vest if the growth in NAV plus dividends per share is equal to the RFR plus 6% per annum, rising to 100% vesting if the growth in NAV plus dividends per share is equal to or exceeds the RFR plus 17% per annum.
The performance conditions for 40% of the Awards are measured against relative TSR. The relative TSR condition assesses the Company's share price and dividend performance relative to that of the comparator group of companies made up of the Company's closest listed global insurance peers over the three year performance period. 20% of the award will vest if performance is at the median, rising on a straight-line basis to 100% if the performance is in the upper quartile based on ranking.
Subject to the satisfaction of the performance conditions, Awards will vest on the third anniversary of their grant. The Awards granted to the Executive Directors and Ben Walter are subject to a further two year holding period.
For Stephane Flaquet, 28% of the Awards granted are subject to the same performance conditions for Relative TSR as for Executive Directors and Ben Walter. 42% of the Awards are subject to NAV performance with 20% vesting at RFR plus 6% per annum and 100% vesting at RFR plus 14% per annum. The remaining 30% of the Awards will vest after three years, conditional on the individual achieving their personal and risk-based objectives.
Details of the number of Shares over which Awards were granted are set out in the table below.
| Executive Directors & Ben Walter | Awards
|
| BE Masojada | 187,612
|
| HA Hussain | 144,436
|
| J Musselle | 144,436 |
| B Walter | 135,165
|
| PDMR | Awards
|
| S Flaquet | 62,250
|
The Awards were granted from Bermuda.
The Company also announces that on 1 April 2021 options were granted, pursuant to the Hiscox UK Sharesave Plan, an "all-employee" share plan, to Mr Bronek Masojada and Mr Aki Hussain, both PDMRs, to acquire 2,500 Ordinary Shares of 6.5p (Shares) respectively in the Company at a price of £7.20 per Share.
The notifications set out below are made in accordance with the UK version of the EU Market Abuse Regulation (2014/596/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
Marc Wetherhill
Company Secretary
Hiscox Ltd
+ 1 441 278 8300
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Bronek Masojada | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer, PDMR | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Hiscox Ltd | ||||
| b) | LEI | 5493007JXOLJ0QCY2D70 | ||||
| 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 | Option to acquire Ordinary Shares of 6.5 pence each in Hiscox Ltd with an exercise price of £7.20 per share Identification code for Hiscox Ltd shares: BMG4593F1389 | ||||
| b) | Nature of the transaction | Grant of option under the Hiscox UK Sharesave Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction
| ||||
| e) | Date of the transaction | 2021-04-01 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Aki Hussain | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Financial Officer, PDMR | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Hiscox Ltd | ||||
| b) | LEI | 5493007JXOLJ0QCY2D70 | ||||
| 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 | Option to acquire Ordinary Shares of 6.5 pence each in Hiscox Ltd with an exercise price of £7.20 per share Identification code for Hiscox Ltd shares: BMG4593F1389 | ||||
| b) | Nature of the transaction | Grant of option under the Hiscox UK Sharesave Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
| e) | Date of the transaction | 2021-04-01 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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