Sharenet Sites 
Sharenet Sites
DEALING IN SECURITIES BY DIRECTORS AND GROUP COMPANY SECRETARY
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group”)
DEALING IN SECURITIES BY DIRECTORS AND GROUP COMPANY SECRETARY
1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
shareholders are advised that the executive directors and a director of a
material subsidiary of Super Group have, in terms of the Share
Appreciation Right Scheme 2005 (“the Scheme”), been issued shares in
terms of previously accepted grants that have vested.
Shareholder approval of the Scheme was obtained at the 2005 Annual
General Meeting. All rights have conditions attached and are subject to
the rules of the Scheme. The Remuneration Committee approved the grants
and the required clearance in terms of paragraph 3.66 of the Listings
Requirements was obtained.
The Scheme supports the principle of aligning management and shareholder
interests. Performance conditions governing the vesting of these rights
are intended to be stretching but achievable. The performance conditions
are related to headline earnings per share increasing by 2% per annum
above the Consumer Price Inflation Index over the three year performance
period ended June 2012. The grants are conditional upon the participant
remaining employed during the performance period.
The grants that have vested have been awarded in terms of performance
conditions for the Financial Year ended 30th June 2012 and the shares have
been issued to the following directors.
Name of director Number of Share Number of Shares Nature of interest
Appreciation Issued (2)
Rights (“SARS”)
P Mountford 700 000 502 849 Direct, Beneficial
C Brown 500 000 359 178 Direct, Beneficial
P Smith(1) 500 000 359 178 Direct, beneficial
Date of transfer 20 August 2012
Nature of transaction Issue of shares
Class of securities Ordinary shares
Strike price of SARS R4.50
Strike date 20 August 2012
Exercise Price of SARS R15.9776
Vesting date Following approval by the Remuneration
Committee based on the audited results for
the year ended 30 June 2012
(1) P Smith is a director of Super Group Trading (Proprietary) Limited.
(2) The number of shares issued is calculated by the total gain on the
SARS, which is the difference between the strike price and the
exercise price multiplied by the number of SARS. The gain is then
divided by the exercise price to determine the number shares issued.
2. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements
of the JSE Limited, Super Group advises that it has been informed of the
following dealings in its shares:
Executive Director Peter Mountford
Company Super Group
Date of transaction 21 August 2012
Nature of transaction Sale of shares on market
Nature of interest Direct, beneficial
Class of securities Ordinary shares
Clearance to deal Yes
Number of shares sold 502 849
Price: R16.51
Total value of
transaction R8 302 036.99
The reason for the sale of Peter Mountford’s shares is that he has
reached his share scheme limit and as a result, he was obligated to sell
his shares in order to be awarded new options.
Executive Director Colin Brown
Company Super Group
Date of transaction 21 August 2012
Nature of transaction Sale of shares on market
Nature of interest Direct, beneficial
Class of securities Ordinary shares
Clearance to deal Yes
Number of shares sold 359 178
Price: R16.51
Total value of
transaction R5 930 028.78
The reason for the sale of Colin Brown’s shares is that this the first
opportunity provided, in terms of the share scheme, whereby he is allowed
to sell a portion of his incentive shares (22% of his potential interest
in Super Group in terms of his options)since the turnaround of the Group.
Director of Material Philip Smith
Subsidiary
Company Super Group Trading (Proprietary) Limited
Date of transaction 21 August 2012
Nature of transaction Sale of shares on market
Nature of interest Direct, beneficial
Class of securities Ordinary shares
Clearance to deal Yes
Number of shares sold 359 178
Price: R16.51
Total value of
transaction R5 930 028.78
The reason for the sale of Philip Smith’s shares is that this the first
opportunity provided, in terms of the share scheme, whereby he is allowed
to sell a portion of his incentive shares (27% of his potential interest
in Super Group in terms of his options and shares owned in the Group)
since the turnaround of the Group.
All of the above share transactions are by no means a reflection of their
views on the Group.
The required clearance per section 3.66 of the Listings Requirements was
obtained.
3. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
shareholders are advised that the executive directors and the Group
Company Secretary of Super Group and a director of a material subsidiary
of Super Group have, in terms of the Share Appreciation Right Scheme 2005
(“the Scheme”), been granted rights to receive shares which grants have
been accepted.
Shareholder approval of the Scheme was obtained at the 2005 Annual
General Meeting. All rights have conditions attached and are subject to
the rules of the Scheme. The Remuneration Committee approved the grants
and the required clearance in terms of the Listings Requirements was
obtained.
The Scheme supports the principle of aligning management and shareholder
interests. Performance conditions governing the vesting of these rights
are intended to be stretching but achievable. The performance conditions
are related to headline earnings per share increasing by 2% per annum
above the Consumer Price Inflation Index over the three year performance
period ending June 2015. The grants are conditional upon the participant
remaining employed during the performance period.
The rights granted to and accepted by the following directors and
officers vest upon confirmation that the performance conditions have been
fulfilled.
Name of director Number of SARS Nature of interest
P Mountford 600 000 Direct, beneficial
C Brown 400 000 Direct, beneficial
N Redford (1) 60 000 Direct, beneficial
P Smith(2) 200 000 Direct, beneficial
Total 1 260 000
Date of acceptance 21 August 2012
Nature of transaction Grant and acceptance of SARS
Class of securities Ordinary shares
Price R16.51
Vesting date Following approval by the Remuneration
Committee based on the audited results for the
year ending 30 June 2015
(1) N Redford is the Group Company Secretary
(2) P Smith is a director of Super Group Trading (Proprietary) Limited.
The required clearance per paragraph 3.66 of the Listings Requirements
was obtained.
Sandton
22 August 2012
Sponsor: Deutsche Securities (SA) (Pty) Limited
Date: 22/08/2012 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
