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Exercise Of Options By Directors In Terms Of The Curro Holdings Limited Share Incentive Trust, Dealings In Curro
Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)
EXERCISE OF OPTIONS BY DIRECTORS IN TERMS OF THE CURRO HOLDINGS LIMITED
SHARE INCENTIVE TRUST, DEALINGS IN CURRO HOLDINGS LIMITED SHARES BY
DIRECTORS AND THEIR ASSOCIATES AND RELATED VOLUNTARY ANNOUNCEMENT AND
NOTICE OF LOAN PROVIDED TO THE CURRO HOLDINGS LIMITED SHARE INCENTIVE
TRUST
A) EXERCISE OF OPTIONS BY DIRECTORS IN TERMS OF THE CURRO HOLDINGS
LIMITED SHARE INCENTIVE TRUST AND DEALINGS IN CURRO HOLDINGS LIMITED
SHARES BY DIRECTORS AND THEIR ASSOCIATES
In compliance with rules 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information is disclosed:
1.
NAME OF DIRECTOR CR van der Merwe
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 23 October 2013 (1),(2)
24 October 2014 (3)
OPTION STRIKE PRICE / PRICE PER R4.70 (1)
SHARE R15.69 (2)
R24.95 (3)
NUMBER OF OPTIONS EXERCISED / 210 792 (1)
NUMBER OF SHARES DISPOSED OF 46 890 (2)
257 682 (3)
TOTAL RAND VALUE OF OPTIONS / R990 722.40 (1)
TOTAL RAND VALUE OF SHARES R735 704.10 (2)
DISPOSED OF R6 429 165.90 (3)
STRIKE DATE OF OPTIONS 28 September 2014
PERIOD OF EXERCISE Participants have a 30 day
period from the strike date
during which options can be
exercised
NAME OF ASSOCIATE Chris van der Merwe
Familietrust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares in Curro
Holdings Limited through the
exercise of options (Off-market
transaction) (1),(2)
Disposal of shares (On-market
transaction) (3)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION Indirect, beneficial
CLEARANCE OBTAINED Yes
2.
NAME OF DIRECTOR AJF Greyling
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 23 October 2013 (1),(2)
24 October 2014 (3),(4)
OPTION STRIKE PRICE / PRICE PER R4.70 (1)
SHARE / DEEMED PRICE PER SHARE R15.69 (2)
R24.95 (3)
R24.95 (4)
CONSIDERATION RECEIVED R nil (4)
NUMBER OF OPTIONS EXERCISED / 180 229 (1)
NUMBER OF SHARES DISPOSED OF 35 631 (2)
153 360 (3)
40 000 (4)
TOTAL RAND VALUE OF OPTIONS / R847 076.30 (1)
TOTAL RAND VALUE OF SHARES R559 050.39 (2)
DISPOSED OF / DEEMED MARKET VALUE R3 826 332.00 (3)
OF DONATION R998 000.00 (4)
STRIKE DATE OF OPTIONS 28 September 2014
PERIOD OF EXERCISE Participants have a 30 day
period from the strike date
during which options can be
exercised
NAME OF ASSOCIATE Greyling Familietrust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares in Curro
Holdings Limited through the
exercise of options (Off-market
transaction) (1),(2)
Disposal of shares (On-market
transaction) (3)
Donation of shares (Off-market
transaction) (4)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION Indirect, beneficial
CLEARANCE OBTAINED Yes
3.
NAME OF DIRECTOR B van der Linde
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 23 October 2013 (1),(2)
OPTION STRIKE PRICE R4.70 (1)
R15.69 (2)
NUMBER OF OPTIONS EXERCISED 102 346 (1)
23 807 (2)
TOTAL RAND VALUE OF OPTIONS R481 026.20 (1)
R373 531.83 (2)
STRIKE DATE OF OPTIONS 28 September 2014
PERIOD OF EXERCISE Participants have a 30 day
period from the strike date
during which options can be
exercised
NAME OF ASSOCIATE Die Waterweg Trust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares in Curro
Holdings Limited through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION Direct, beneficial
CLEARANCE OBTAINED Yes
4.
NAME OF DIRECTOR HG Louw
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 23 October 2013 (1),(2)
OPTION STRIKE PRICE R4.70 (1)
R15.69 (2)
NUMBER OF OPTIONS EXERCISED 122 935 (1)
24 887 (2)
TOTAL RAND VALUE OF OPTIONS R577 794.50 (1)
R390 477.03 (2)
STRIKE DATE OF OPTIONS 28 September 2014
PERIOD OF EXERCISE Participants have a 30 day
period from the strike date
during which options can be
exercised
NATURE OF TRANSACTION Acquisition of shares in Curro
Holdings Limited through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION Direct, beneficial
CLEARANCE OBTAINED Yes
B) DISCLOSURE AND NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT,
NO 71 OF 2008 REGARDING LOAN PROVIDED BY THE COMPANY TO THE CURRO
HOLDING LIMITED SHARE INCENTIVE TRUST
The Curro Holdings Limited Share Incentive Trust (“the Trust”),as
amended and as approved by shareholders, allows for the Company to
provide loans to the Trust for on-lending to participants of the trust
with the exercise of options once vested and in accordance with the
Trust’s rules. The Company has granted a loan of R5.3 million to the
Trust for this purpose.
The following disclosure constitutes the obligatory notification to
shareholders in terms of the Companies Act, 71 of 2008, as amended
(“the Act”) which requires that the Company inform shareholders when
financial assistance is granted to a related or inter-related entity
of the Company:
Furthermore this notice constitutes a notice in terms of section 45(5)
of the Act as required by the Act where the board of directors of the
Company (“the Board”) resolves to provide financial assistance to the
Trust in terms of section 45(2) of the Act, pursuant to the authority
granted to the Board by the shareholders at the annual general meeting
of the Company held on Friday, 20 June 2014, to allow for the
aforesaid loan to the Trust. In accordance with section 45 of the Act,
the Board is satisfied and acknowledges that immediately after
providing such financial assistance, Curro would satisfy the solvency
and liquidity test provided for in section 4 of the Act, that there
has been due compliance with the Company’s memorandum of
incorporation, and that the terms of the financial assistance are fair
and reasonable in relation to Curro.
Durbanville
27 October 2014
Sponsor
PSG Capital
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