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Amendment to the Employee Share Trust and Circular to Shareholders
Collins Property Group Limited
(previously Tradehold Limited)
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: CPP ISIN: ZAE000152658
(Approved as a REIT by the JSE)
("Collins" or "the Company")
AMENDMENT TO THE EMPLOYEE SHARE TRUST AND CIRCULAR TO SHAREHOLDERS
1. Introduction
Shareholders are advised that the board of directors of the Company (the "Board") proposes, subject to shareholders'
approval, an amendment to the Employee Share Trust ("ESOP") and the retrospective application of such amendment
in relation to existing awards under the ESOP.
2. Rationale for the amendment to the ESOP and the retrospective application of such amendment in relation
to existing awards under the ESOP
2.1. On 31 October 2022, Collins shareholders ("Shareholders") were advised that the Company had declared a
special dividend gross dividend of 434 cents per Collins ordinary share ("Special Dividend") following the
disposal by the Company's wholly-owned subsidiary, Tradehold S.à.r.l, of its entire shareholding in Moorgarth
Holdings (Luxembourg) S.à r.l. ("Moorgarth"), as well as all of Tradehold S.à.r.l.'s loan claims against Moorgarth
and certain of its subsidiaries, to Moorgarth Group Holdings Limited, for a fixed cash consideration of
GBP102,500,000 ("Moorgarth Disposal"). The Special Dividend was paid to Shareholders on 21 November
2022.
2.2. While the ESOP makes reference to an adjustment in the case of a special dividend, it refers only to such
adjustment being made to the number of shares to which a participant is entitled (such that each participant is
entitled to the same proportion of the Company's ordinary shares) and does not permit an adjustment to the
amount payable upon exercise of options granted under the ESOP. Accordingly, the adjustment mechanics
included in the ESOP adequately cater for corporate actions which impact the Company's share capital, but do
not cater for corporate actions such as returns of capital of distributions of capital proceeds. The Special Dividend
did not result in any change in the Company's share capital but rather a cash distribution funded from the proceeds
of the Moorgarth Disposal.
2.3. Accordingly, in order to ensure equitable treatment of participants in relation to the payment of the Special
Dividend, as well as any future special dividends or other payments to Shareholders (not including ordinary
dividends), the Board wishes to amend the wording of the ESOP so as to allow for an adjustment to be made to
the amount payable on exercise of an option in the event that a special dividend is implemented or a distribution
is made to Shareholders pertaining to a reduction in capital, thus aligning the wording of the ESOP with
paragraphs 14.1(d) and 14.3(b) and (c) of Schedule 14 to the JSE Limited ("JSE") Listings Requirements.
3. Details of the amendment to the ESOP and the retrospective application of such amendment in relation to
existing awards under the ESOP
3.1. Subject to the passing of an ordinary resolution, as contained in the Notice of General Meeting (as defined in
paragraph 4 below) that is attached to and which forms part of the Circular (as defined in paragraph 4 below),
and in accordance with the JSE Listings Requirements and the rules of the ESOP, the Company's auditor will
confirm to the JSE at the appropriate time, in writing, that the adjustment referred to in paragraph 2 above has
been made in accordance with the provisions of the amended ESOP.
3.2. Messrs Friedrich Hans Esterhuyse, Kevin Andrew Searle, David Paul Coleman and Grant Clive Lang are the only
directors of the Company who are also participants in the ESOP. These directors have recused themselves from
deliberations and decision-making regarding the proposed amendment to the ESOP. In addition, these directors,
in their respective capacities as shareholders of the Company, will not vote on the resolution.
3.3. It should be noted that all ESOP participants who hold Collins ordinary shares will not vote on the resolution to
give effect to the proposed amendment to the ESOP wording.
4. Distribution of circular
4.1. Shareholders are advised that a copy of the circular relating to the amendment to the ESOP and the retrospective
application of such amendment in relation to existing awards under the ESOP ("Circular") incorporating a notice
convening a meeting of Shareholders ("Notice of General Meeting" and "General Meeting") is available on the
Company's website at: https://www.tradehold.co.za/investor-centre/circulars/2024 and will be distributed to
Shareholders today, Monday, 13 May 2024.
4.2. Copies of the Circular may be obtained from the registered office of the Company during office hours on business
days from 13 May 2024, at the address set out in the "Corporate Information" section of the Circular or may be
made available electronically, upon email request to the Collins company secretary at
cppcosec@leacorporateservices.co.za .
5. Salient dates and times of the amendment to the ESOP and the retrospective application of such
amendment in relation to existing awards under the ESOP
The salient dates and times of the amendment to the ESOP and the retrospective application of such amendment
in relation to existing awards under the ESOP:
2024
Record date to determine which Shareholders are eligible to receive the Circular and Friday, 3 May
the Notice of General Meeting
Circular and Notice of General Meeting distributed to Shareholders and announced on Monday, 13 May
SENS
Last day to trade in order to be eligible to vote at the General Meeting Monday, 27 May
Record Date to participate in and vote at the General Meeting Friday, 31 May
Last date for Shareholders to lodge electronic participation form by no later than 10:30 Friday, 7 June
on
Forms of Proxy for the General Meeting to be received by 10:30 Friday, 7 June
General Meeting of Shareholders held at 10:30 Tuesday, 11 June
Results of General Meeting released on SENS Tuesday, 11 June
Notes:
1. All dates and times indicated above are South African Standard Time.
2. Dates and times are subject to change. Any such changes will be published on SENS. If the General Meeting
is adjourned or postponed, the Forms of Proxy submitted for the General Meeting will remain valid in respect
of any adjournment or postponement thereof.
3. Forms of Proxy may also be handed to the chairperson of the General Meeting prior to the proxy exercising
such shareholder's rights as a shareholder at the General Meeting, in accordance with the instructions therein.
4. Shares acquired after the last day to trade in order to be eligible to vote at the General Meeting shall not to
be eligible to vote at the General Meeting.
Cape Town
13 May 2024
JSE Sponsor to Collins
Questco Corporate Advisory Proprietary Limited
Date: 13-05-2024 01:06:00
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