Phoenix Group Holdings Regulatory News (PHNX)

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

CLIVE BANNISTER

4.

State whether notification relates to a person

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

-

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

-

6.

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

-

7.

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

-

8.

State the nature of the transaction

-

9.

Number of shares, debentures or financial

instruments relating to shares acquired

-

10.

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

-

11.

Number of shares, debentures or financial

instruments relating to shares disposed

-

12.

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

-

13.

Price per share or value of transaction

-

14.

Date and place of transaction

-

15.

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

-

16.

Date issuer informed of transaction

-

17.

Date of grant

12 April 2011

18.

Period during which or date on which exercisable

12 April 2014 to 12 April 2021

19.

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

NIL

20.

Description of shares or debentures involved (class and number)

ORDINARY SHARES OF €0.0001

72,803 award entitlement waived in relation to the 2011 LTIP award (balance under that award is now 145,605 excluding any entitlement to dividend roll up which accrues at vesting)

21.

Exercise price (if fixed at time of grant) or

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

NIL

22.

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

675,544

23.

Any additional information

As disclosed in the 2013 Report and Accounts Mr Bannister has waived a third of his 2011 LTIP award. The date of the waiver was 25 March 2014 and the closing share price on that date was £7.10.

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 26 March 2014

(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.