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Dealings in securities by directors, group company secretary and directors of major subsidiaries
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, GROUP COMPANY SECRETARY AND DIRECTORS OF
MAJOR SUBSIDIARIES
1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
shareholders are advised that the executive directors 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 2013. 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 2013 and the shares have
been issued to the following directors.
Name of director Number of Share Number of Shares Nature of interest
Appreciation Issued (1)
Rights (“SARS”)
P Mountford1 750 000 545 119 Direct, Beneficial
2
P Mountford 300 000 201 926 Direct, Beneficial
C Brown1 250 000 181 706 Direct, Beneficial
1
Date of transfer 23 August 2013
Nature of transaction Issue of shares
Class of securities Ordinary shares
Strike price of SARS R6.10
Strike date 23 August 2013
Exercise Price of SARS R22.3300
Vesting date Following approval by the Remuneration
Committee based on the audited results for
the year ended 30 June 2013
2
Date of transfer 26 August 2013
Nature of transaction Issue of shares
Class of securities Ordinary shares
Strike price of SARS R7.30
Strike date 26 August 2013
Exercise Price of SARS R22.3300
Vesting date Following approval by the Remuneration
Committee based on the audited results for
the year ended 30 June 2013
(1) 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 23 August 2013
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 38 640
Highest Price R22.4900
Lowest Price R22.2000
Volume Weighted Average R22.3189
Price
Total value of
transaction R862 403.25
Executive Director Peter Mountford
Company Super Group
Date of transaction 26 August 2013
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 460 290
Highest Price R22.5300
Lowest Price R22.2000
Volume Weighted Average R22.4252
Price
Total value of
transaction R10 322 114.50
Executive Director Peter Mountford
Company Super Group
Date of transaction 27 August 2013
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 248 115
Highest Price R22.5000
Lowest Price R22.2000
Volume Weighted Average R22.3247
Price
Total value of
transaction R5 539 099.54
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. The options sold amount to
60% of the options that are available for vesting.
Executive Director Colin Brown
Company Super Group
Date of transaction 23 August 2013
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 12 880
Highest Price R22.4900
Lowest Price R22.2000
Volume Weighted Average R22.3189
Price
Total value of
transaction R287 467.75
Executive Director Colin Brown
Company Super Group
Date of transaction 26 August 2013
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 153 430
Highest Price R22.5300
Lowest Price R22.2000
Price R22.4252
Total value of
transaction R3 440 704.83
Executive Director Colin Brown
Company Super Group
Date of transaction 27 August 2013
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 15 396
Price R22.4000
Total value of
transaction R344 870.40
The reason for the sale of Colin Brown’s shares is to meet personal
commitments. It should be noted that Colin Brown has only exercised 20%
of the share options that are available for vesting.
All of the above share transactions are by no means a reflection of their
views on the Group.
3. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
shareholders are advised that the executive directors, the Group Company
Secretary of Super Group and directors of material subsidiaries 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 1 100 000 Direct, beneficial
C Brown 750 000 Direct, beneficial
N Redford (1) 70 000 Direct, beneficial
P Smith(2) 400 000 Direct, beneficial
K Mmutlana (3) 300 000 Direct, beneficial
J Matlakala (3) 20 000 Direct, beneficial
Total 2 640 000
Date of acceptance 26 August 2013
Nature of transaction Grant and acceptance of SARS
Class of securities Ordinary shares
Price R22.3300
Vesting date Following approval by the Remuneration
Committee based on the audited results for the
year ending 30 June 2016
(1) N Redford is the Group Company Secretary
(2) P Smith is a director of Super Group Trading Proprietary Limited and
Super Group Africa Proprietary Limited.
(3) K Mmutlana and J Matlakala are directors of Super Group Holdings
Proprietary Limited.
Sandton
27 August 2013
Sponsor: Deutsche Securities (SA) Proprietary Limited
Date: 27/08/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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