Director/PDMR Shareholding

1.

Name of the issuer

PHOENIX GROUP HOLDINGS

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

DISCLOSURE UNDER DTR 3.1.8

3.

Name of person discharging managerial

responsibilities/director

MANJIT DALE

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

CONNECTED PERSONS

TDR CAPITAL NOMINEES LTD

JAMBRIGHT LIMITED

TDR SHARES LIMITED

JAMBRIGHT MIDCO LIMITED

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

NOTIFICATION IS IN RESPECT of holdingS of the persons referred to in 4 above, being connected persons of Manjit Dale

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

ORDINARY SHARES

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

TDR CAPITAL NOMINEES LTD

11,483,049 (after this transaction.)

JAMBRIGHT LIMITED

2,086,700 (after this transaction)

TDR SHARES LIMITED

353,659 (after this transaction)

JAMBRIGHT MIDCO LIMITED

1 (after this transaction)

8.

State the nature of the transaction

Sale of Shares

9.

Number of shares, debentures or financial

instruments relating to shares acquired

N/A

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

N/A

11.

Number of shares, debentures or financial

instruments relating to shares disposed

TDR CAPITAL NOMINEES LTD

18,144,054

JAMBRIGHT LIMITED

 3,297,139

TDR SHARES LIMITED

 558,807

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

9.79%

13.

Price per share or value of transaction

660p

14.

Date and place of transaction

 5 December 2013, LONDON

15.

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

13,923,409 / 6.19%

Manjit Dale is connected to TDR Capital Nominees Limited, Jambright Limited, Jambright Midco Limited and TDR Shares Limited. The above figure is the total of these companies' remaining share interests which are considered to be 'connected persons' of Manjit Dale for disclosure purposes.

16.

Date issuer informed of transaction

5 DECEMBER 2013

17.

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

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

23.

Any additional information

24.

Name of contact and telephone number for queries

Penny Carter - 01534 715430

Name of authorised official of issuer responsible for making notification - Gerald Watson

Date of notification - 6 DECEMBER 2013

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.