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Dealings In Securities And Acceptance Of Share Appreciation Rights Granted In Terms Of A New Share Incentive Plan
CAPITEC BANK HOLDINGS LIMITED
Registration number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Share Code: CPI
ISIN Number: ZAE000035861
(“Capitec” or “Company”)
DEALINGS IN SECURITIES AND ACCEPTANCE BY A DIRECTOR AND A PRESCRIBED
OFFICER OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF A NEW SHARE
INCENTIVE PLAN
Select executive directors and prescribed officers of the Company
(“participants”) were granted share appreciation rights in terms of a
newly adopted share incentive plan (“Plan”), which Plan falls outside of
the ambit of schedule 14 of the JSE Limited Listings Requirements (“JSE
Listings Requirements”). The granting and eventual vesting of the share
appreciation rights in terms of the Plan are subject to the participants
investing all or a portion of their after-tax annual cash bonus in Capitec
ordinary shares (“Shares”) (“Cash Bonus Shares”). Should such participants
dispose of any Cash Bonus Shares within a three-year period from
acquisition, the grant of the share appreciation rights will be reduced
proportionately. Following the exercise of the share appreciation rights,
such rights will be settled by Capitec Bank Limited (“Capitec Bank”), the
wholly-owned subsidiary of the Company, solely by way of Shares purchased
in the market for direct delivery to the participants in order to ensure
that there is no dilution of shareholding, and only where the Company or
Capitec Bank, as may be applicable, is not prohibited from doing so in
terms of the JSE Listings Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information relating to the dealings in
securities and acceptance of share appreciation rights, granted in terms of
the Plan, by a director and prescribed officer, is disclosed:
DEALINGS IN SECURITIES
1.
NAME OF DIRECTOR NS Mashiya
COMPANY OF WHICH HE IS A DIRECTOR Capitec Bank Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director
NATURE OF TRANSACTION Purchase
(on-market transaction)
CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 4 May 2021
NUMBER OF SECURITIES TRANSACTED 666
PRICE PER SECURITY (RAND) R1 500.00
TOTAL RAND VALUE OF SECURITIES R999 000.00
TRANSACTED
NATURE AND EXTENT OF THE Direct, beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
2.
NAME OF PRESCRIBED OFFICER F Viviers
COMPANY OF WHICH HE IS A Capitec Bank Holdings Limited
PRESCRIBED OFFICER
NATURE OF TRANSACTION Purchase
(on-market transaction)
CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 4 May 2021
NUMBER OF SECURITIES TRANSACTED 488
PRICE PER SECURITY (RAND) R1 500.00
TOTAL RAND VALUE OF SECURITIES R732 000.00
TRANSACTED
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER’S INTEREST IN
THE TRANSACTION
ACCEPTANCE BY A DIRECTOR AND A PRESCRIBED OFFICER OF SHARE APPRECIATION
RIGHTS GRANTED IN TERMS OF THE PLAN
1.
NAME OF DIRECTOR NS Mashiya
COMPANY OF WHICH HE IS A DIRECTOR Capitec Bank Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
CLASS OF SECURITIES Share appreciation rights to acquire
Shares on a net-settlement basis
NATURE OF TRANSACTION Acceptance of share appreciation
rights granted in terms of the Plan.
Following exercise, the share
appreciation rights will be settled
through net settlement, solely by way
of the purchase of Shares in the
market for direct delivery to the
participant.
(off-market transaction)
DATE OF ACCEPTANCE 4 May 2021
STRIKE PRICE R1 401.36 (which price will reduce by
5% for every year up to 10 years
during which the participant remains
in the employ of the Company)
NUMBER OF SHARE APPRECIATION 5 190, subject to reduction if Cash
RIGHTS GRANTED Bonus Shares are sold within a 3 year
period of their acquisition
STRIKE DATES OF SHARE 4 May in each of 2025, 2027, 2029 and
APPRECIATION RIGHTS 2031
PERIOD OF EXERCISE The share appreciation rights mature
in tranches of 25% each on the fourth,
sixth, eight and tenth anniversaries
of the grant date and the participant
has until the end of the exercise
period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be settled
UPON EXERCISE will be determined upon exercise and
will be equal to the growth in market
value of Shares in excess of the
Strike Price, which price will reduce
by 5% for every year up to 10 years
during which the participant remains
in the employ of the Company, for all
share appreciation rights exercised,
less applicable income tax, divided by
the market price at the time of
exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on exercise
b= strike price (reduced by 5% per
annum for every year up to 10
years during which participants
remain in the employ of the
company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation rights
being exercised.
NATURE AND EXTENT OF THE Direct, beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
2.
NAME OF PRESCRIBED OFFICER Francois Viviers
COMPANY OF WHICH HE IS A Capitec Bank Holdings Limited
PRESCRIBED OFFICER
CLASS OF SECURITIES Share appreciation rights to acquire
Shares on a net-settlement basis
NATURE OF TRANSACTION Acceptance of share appreciation
rights granted in terms of the Plan.
Following exercise, the share
appreciation rights will be settled
through net settlement, solely by way
of the purchase of Shares in the
market for direct delivery to the
participant.
(off-market transaction)
DATE OF ACCEPTANCE 4 May 2021
STRIKE PRICE R1 401.36 (which price will reduce by
5% for every year up to 10 years
during which the participant remains
in the employ of the Company)
NUMBER OF SHARE APPRECIATION 3 806, subject to reduction if Cash
RIGHTS GRANTED Bonus Shares are sold within a 3 year
period of their acquisition
STRIKE DATES OF SHARE 4 May in each of 2025, 2027, 2029 and
APPRECIATION RIGHTS 2031
PERIOD OF EXERCISE The share appreciation rights mature
in tranches of 25% each on the
fourth, sixth, eight and tenth
anniversaries of the grant date and
the participant has until the end of
the exercise period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be settled
UPON EXERCISE will be determined upon exercise and
will be equal to the growth in market
value of Shares in excess of the
Strike Price, which price will reduce
by 5% for every year up to 10 years
during which the participant remains
in the employ of the Company, for all
share appreciation rights exercised,
less applicable income tax, divided
by the market price at the time of
exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on
exercise
b= strike price (reduced by 5% per
annum for every year up to 10
years during which participants
remain in the employ of the
company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation
rights being exercised.
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER’S INTEREST IN
THE TRANSACTION
Clearance for the above was obtained in accordance with paragraph 3.66 of
the JSE Listings Requirements.
5 May 2021
Stellenbosch
Sponsor
PSG Capital
Date: 05-05-2021 03:30:00
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