29th Aug 2012 17:00
Annex DTR3
DTR3
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
All relevant boxes should be completed in block capital letters.
| 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 793of the Companies Act (2006). 
 DISCLOSURE UNDER DTR 3.1.8 
 | 
| 3. | Name of person discharging managerial responsibilities/director 
 HUGH EDWARD MARK OSMOND 
 | 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 
 XERCISE2 LIMITED and its subsidiaries 
 FRIENDS PROVIDENT A/C 712134 
 O-RE HOLDINGS UK 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 
 CONNECTED PERSONS REFERRED TO IN 4 ABOVE INVOLVING SHAREHOLDINGS PARTIALLY BENEFICIAL TO HUGH OSMOND - FOR DETAILS OF HIS OVERALL BENEFICIAL INTEREST, SEE BOX 15 
 | 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. 
 
 XERCISE2 LIMITED (9,512,012) 
 XERCISE2 LIMITED'S SUBSIDIARIES (17,215,578) - i.e. excluding shares held directly by Xercise2 Limited 
 FRIENDS PROVIDENT A/C 712134 (2,219,958) | 8. | State the nature of the transaction 
 Transfer of shares from O-Re Holdings UK Limited. 
 | 
| 9. | Number of shares, debentures or financial instruments relating to shares acquired 
 1,223,292 shares acquired beneficially by Hugh Osmond from O-Re Holdings UK Limited. 
 | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) 
 0.70% 
 | 
| 11. | Number of shares, debentures or financial instruments relating to shares disposed 
 1,147,862 shares disposed of by O-Re Holdings UK Limited to un-connected persons. | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 
 0.66% 
 | 
| 13. | Price per share or value of transaction 
 484 p per share | 14. | Date and place of transaction 
 28 AUGUST 2012, CAYMAN ISLANDS 
 | 
| 15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage). 
 
 28,947,548/16.58% 
 It should be noted that Hugh Osmond's beneficial interest is only in relation to 11,072,825 shares being 6.34% of the issued capital. 
 | 16. | Date issuer informed of transaction 
 
 
 
 
 28 AUGUST 2012 | 
If a person discharging managerial responsibilities has been granted options by the issuer
complete the following boxes
| 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 29 August 2012 | 
Notes: This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4.
| (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. | 
DTR3
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
All relevant boxes should be completed in block capital letters.
| 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 
 JANE MACLEOD | 4. | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the 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 
 PERSON REFERRED TO IN 3 ABOVE 
 | 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 
 JANE MACLEOD | 8. | State the nature of the transaction 
 
 Transfer of shares from O-Re Holdings UK Limited. 
 | 
| 9. | Number of shares, debentures or financial instruments relating to shares acquired 
 
 420 | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) 
 LESS THAN 1% 
 | 
| 11. | Number of shares, debentures or financial instruments relating to shares disposed 
 
 NIL | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 
 N/A 
 | 
| 13. | Price per share or value of transaction 
 484 p per share | 14. | Date and place of transaction 
 28 AUGUST 2012, CAYMAN ISLANDS 
 | 
| 15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 
 40,396 (less than 1%) 
 | 16. | Date issuer informed of transaction 
 
 
 
 
 28 AUGUST 2012 
 | 
If a person discharging managerial responsibilities has been granted options by the issuer
complete the following boxes
| 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 715 430 
 | 
| Name of authorised official of issuer responsible for making notification Gerald Watson Date of notification 29 August 2012 | 
Notes: This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4.
| (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. | 
DTR3
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
All relevant boxes should be completed in block capital letters.
| 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 
 FIONA CLUTTERBUCK 
 | 4. | State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the 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 
 PERSON REFERRED TO IN 3 ABOVE 
 | 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 
 FIONA CLUTTERBUCK | 8. | State the nature of the transaction 
 
 
 Transfer of shares from O-Re Holdings UK Limited 
 | 
| 9. | Number of shares, debentures or financial instruments relating to shares acquired 
 
 5,874 
 | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) 
 LESS THAN 1% 
 | 
| 11. | Number of shares, debentures or financial instruments relating to shares disposed 
 
 NIL | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 
 N/A 
 | 
| 13. | Price per share or value of transaction 
 484 p per share | 14. | Date and place of transaction 
 28 AUGUST 2012, CAYMAN ISLANDS 
 | 
| 15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 
 153,662 (less than 1%) 
 | 16. | Date issuer informed of transaction 
 
 
 
 
 28 AUGUST 2012 | 
If a person discharging managerial responsibilities has been granted options by the issuer
complete the following boxes
| 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 715 430 
 
 | 
| Name of authorised official of issuer responsible for making notification Gerald Watson Date of notification 29 August 2012 | 
Notes: This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4.
| (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. | 
Annex DTR3
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
All relevant boxes should be completed in block capital letters.
| 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 
 O-RE HOLDINGS UK 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 
 TDR CAPITAL NOMINEES LTD AND O-RE HOLDINGS UK LIMITED (NON-BENEFICIAL) | 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 - 24,936,188 (after this transaction.) 
 O-RE HOLDINGS UK LIMITED - Nil (after this transaction) 
 | 8. | State the nature of the transaction 
 Transfer of shares from O-Re Holdings UK Limited. | 
| 9. | Number of shares, debentures or financial instruments relating to shares acquired 
 
 1,104,227 shares acquired by TDR Capital Nominees Limited | 10. | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) 
 Less than 1% 
 | 
| 11. | Number of shares, debentures or financial instruments relating to shares disposed 
 
 4,661,938 shares disposed of by O-Re Holdings UK Limited 
 | 12. | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 
 2.67% 
 | 
| 13. | Price per share or value of transaction 
 484 p per share | 14. | Date and place of transaction 
 28 AUGUST 2012, CAYMAN ISLANDS 
 | 
| 15. | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 
 30,206,189 / 17.30% 
 Manjit Dale is a director of TDR Capital Nominees Limited and O-Re Holdings UK Limited, each of which is a party to the transactions. The above figure is the total of these companies' share interests plus those of other TDR related entities which are considered to be 'connected persons' of Manjit Dale for disclosure purposes. 
 
 | 16. | Date issuer informed of transaction 
 
 28 AUGUST 2012 | 
If a person discharging managerial responsibilities has been granted options by the issuer
complete the following boxes
| 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 - 29 August 2012 
 | 
Notes: This form is intended for use by an issuer to make a RIS notification required by DR 3.3.
| (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. | 
Related Shares:
Phoenix Group Holdings