DIGICORE HOLDINGS LIMITED - Acceptance of Options Granted in Terms of the Digicore Staff Share Incentive Trust Scheme

Acceptance of Options Granted in Terms of the Digicore Staff Share Incentive Trust Scheme

DIGICORE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/012601/06)
Share Code:    DGC
ISIN Number:   ZAE000016945
('DigiCore' or 'the Company')

ACCEPTANCE OF OPTIONS GRANTED IN TERMS OF THE DIGICORE STAFF SHARE INCENTIVE TRUST
SCHEME (“the Scheme”)

In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information is disclosed:

1.
NAME OF   DIRECTOR                          NH Vlok
COMPANY   OF WHICH I AM A DIRECTOR          DigiCore Holdings Limited
STATUS:   EXECUTIVE/NON-EXECUTIVE           Executive
TYPE OF   SECURITIES                        Options to subscribe for ordinary shares
                                            in the share capital of DigiCore
CLASS OF SECURITIES                         Ordinary
DATE OF SHARE OPTION ACCEPTANCE             9 December 2014
OPTION STRIKE PRICE (CENTS)                 210
NUMBER OF OPTIONS ALLOCATED                 3 000 000
TOTAL RAND VALUE OF OPTIONS                 R6 300 000.00
STRIKE DATES OF OPTIONS*                    20% from 9 December 2015
                                            40% from 9 December 2016
                                            70% from 9 December 2017
                                            100% from 9 December 2018
PERIOD OF EXERCISE                          Participants have a 10 year period from
                                            the respective strike dates during which
                                            options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                                 Direct Beneficial
NATURE OF TRANSACTION                       Acceptance of options to subscribe for
                                            ordinary shares in terms of a share
                                            incentive scheme (off-market transaction)


2.
NAME OF DIRECTOR                            N Bofilatos
MAJOR SUBSIDIARY COMPANY OF WHICH I         C-track (SA) (Pty) Ltd
AM A DIRECTOR AND GROUP COMPANY SECRETARY
STATUS: EXECUTIVE/NON-EXECUTIVE             Executive
TYPE OF SECURITIES                          Options to subscribe for ordinary shares
                                            in the share capital of DigiCore
CLASS OF SECURITIES                         Ordinary
DATE OF SHARE OPTION ACCEPTANCE             9 December 2014
OPTION STRIKE PRICE (CENTS)                 285
NUMBER OF OPTIONS ALLOCATED                 500 000
TOTAL RAND VALUE OF OPTIONS                 R1 425 000.00
STRIKE DATES OF OPTIONS*                    20% from 9 December 2015
                                            40% from 9 December 2016
                                            70% from 9 December 2017
                                            100% from 9 December 2018
PERIOD OF EXERCISE                          Participants have a 10 year period from
                                            the respective strike dates during which
                                            options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                                 Direct Beneficial
NATURE OF TRANSACTION                       Acceptance of options to subscribe for
                                            ordinary shares in terms of a share
                                            incentive scheme (off-market transaction)


*     Options granted under the Scheme and accepted by the beneficiaries will vest
at a rate of 20% on each of the first and second anniversaries of the option grant
date and at a rate of 30% on each of the third and fourth anniversaries of the
option grant date.

As a result of the fact that the trustees awarded the options to participants, but
same is not exercised, no clearance was required as contemplated in Rule 3.66 of
the Listings Requirements of the JSE Limited.

9 December 2014
Centurion

Sponsor
PSG Capital (Proprietary) Limited

Date: 09/12/2014 12:35:00 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.