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Lewis Group - Dirrectors Dealings in securities
Lewis Group Ltd
Reg. No. 2004/009817/06
JSE Bond Code: LEWI
ISIN No: ZAG000110222
(“Lewis” or the “Company”)
Directors Dealings in Securities
In compliance with the requirements 3.63 to 3.74 of the JSE Listings Requirements, the
following should be noted:
1. The Lewis Long Term and Short Term Executive Performance Schemes –
1.1 Vesting of 3 Year Share Award
In terms of the Lewis Executive Performance Scheme, the share awards granted to the
directors on 30 June 2015 (refer to SENS announcement dated 3 July 2015) have vested on
30 June 2018 as follows:
Share Awards Implied
Executive Designation Vested Value
J. Enslin Director, Lewis Group Ltd 14 377 R 447 268
J. Bestbier Director, Lewis Group Ltd 2 200 R 68 442
L.A. Davies Director, Lewis Stores (Pty) Ltd 11 016 R 342 708
D. Loudon Director, Lewis Stores (Pty) Ltd 11 507 R 357 983
D.M. Oliphant Director, Lewis Stores (Pty) Ltd 5 777 R 179 722
The awards were acquired for no consideration and are in respect of ordinary shares. The
implied value was calculated using the share price of R 31.11 at the close of business on 29
June 2018.
1.2 Vesting of 4 Year Share Award
In terms of the Lewis Executive Performance Scheme, one half of the share awards granted
to the directors on 30 June 2015 (refer to SENS announcement dated 3 July 2015) vest on
the third year and have therefore vested on 30 June 2018 as follows:
Share Awards Implied
Executive Designation Vested Value
J. Enslin Director, Lewis Group Ltd 6 000 R 186 660
J. Bestbier Director, Lewis Group Ltd 1 500 R 46 665
L.A. Davies Director, Lewis Stores (Pty) Ltd 4 500 R 139 995
D. Loudon Director, Lewis Stores (Pty) Ltd 4 000 R 124 440
D.M. Oliphant Director, Lewis Stores (Pty) Ltd 4 000 R 124 440
The awards were acquired for no consideration and are in respect of ordinary shares. The
implied value was calculated using the share price of R 31.11 at the close of business on 29
June 2018.
1.3 New 3 Year Award
In terms of the scheme, executives have been offered the right to acquire shares of the
Company for no consideration subject to the achievement of performance targets. The share
awards under this scheme will lapse, should the executive terminate his or her employment
before the completion of the period of the award other than in the event of death, ill-health,
retirement or retrenchment.
The Remuneration Committee have agreed to grant the executives a three-year award (ie. a
short term award) under this scheme.
The performance targets are set by the Remuneration Committee at the beginning of the
each of the 3 years and are based on a weighting set for each executive, depending on their
daily employment responsibilities, of the following:
- Headline earnings per share
- Quality of the debtors’ book
- Gross margin
As is the usual practice of the group, the annual performance targets set for the year are
reported in the Annual Integrated Report for the following year.
The following executives have been granted awards on 30 June 2018 under the Lewis Long
Term and Short Term Executive Performance Scheme:
Maximum No.
Executive Designation of shares (for Value
no
consideration)
J. Enslin Director, Lewis Group Ltd 188 397 R 5 755 528
J Bestbier Director, Lewis Group Ltd 114 284 R 3 491 376
W. Achmat Director, Lewis Stores (Pty) Ltd 92 274 R 2 818 971
L.A. Davies Director, Lewis Stores (Pty) Ltd 141 099 R 4 310 574
D. Loudon Director, Lewis Stores (Pty) Ltd 95 438 R 2 915 631
D.M. Oliphant Director, Lewis Stores (Pty) Ltd 87 898 R 2 685 284
The above values are deemed values based on a market price of R 30.55 calculated in terms
of the rules of the scheme.
2. The Lewis Executive Retention Scheme –
2.1 Exercise of Matching Share Awards
In terms of the Lewis Executive Retention Scheme, the following executives elected to
exercise their matching share awards which were granted on 30 June 2015 (refer to SENS
announcement dated 3 July 2015):
Matching Share Total
Executive Designation Awards Value
Exercised
J. Enslin Director, Lewis Group Ltd 29 700 R 923 967
J. Bestbier Director, Lewis Group Ltd 5 805 R 180 594
L.A. Davies Director, Lewis Stores (Pty) Ltd 23 220 R 722 374
D. Loudon Director, Lewis Stores (Pty) Ltd 15 521 R 482 858
D.M. Oliphant Director, Lewis Stores (Pty) Ltd 7 511 R 233 667
The awards were acquired for no consideration and are in respect of ordinary shares. The
implied value was calculated using the share price of R 31.11 at the close of business on 29
June 2018.
2.2 New Award: Matching Share Options
Senior executives who are invited to co-invest have earned an annual bonus and have
achieved the requisite performance targets set for them. These eligible executives can elect
to invest all or part of their net bonus in Lewis Group shares.
These invested shares (i.e. shares acquired using the executive’s net bonus) are held on
behalf of executives for a period of three years and matching shares equal to the before tax
bonus are awarded for no consideration at the end of the period. The invested shares are
purchased by the employee share trust on the open market on behalf of executives.
The matching share award will lapse, should the executive terminate his or her employment
before the completion of the three-year period other than in the event of death, ill-health,
retirement or retrenchment.
In terms of the Lewis Executive Retention Scheme, the following executives elected on 29
June 2018 to invest their net bonus in the Company’s shares and matching awards were
awarded to them under the Lewis Executive Retention Scheme:
Invested Matching Total
Executive Designation Shares Share Value
Awards
J. Enslin Director, Lewis Group Ltd 65 541 119 154 R 5 540 111
J. Bestbier Director, Lewis Group Ltd 26 674 48 493 R 2 254 709
L.A. Davies Director, Lewis Stores 50 222 91 304 R 4 245 214
(Pty) Ltd
D. Loudon Director, Lewis Stores 33 661 61 196 R 2 845 331
(Pty) Ltd
D.M. Oliphant Director, Lewis Stores 19 390 35 251 R 1 639 011
(Pty) Ltd
The invested shares were purchased on the open market on 2 July 2018 and 3 July 2018 at a
volume weighted price of R 29.9960 with the highest and lowest price paid being R 30.65 and
R 29.75 respectively. The matching share awards will be received by the scheme participants
for no consideration.
3 Sale of Shares
The directors have sold ordinary shares on the open market between 3 July 2018 and 4 July
2018 at a volume weighted price of R 29.9414 with the highest and the lowest price being R
30.10 and R 28.75 respectively, in order to settle their tax liability on the awards vested above
and to re-balance their personal portfolios as follows:
No. of
Executive Designation Shares Value
J. Enslin Director, Lewis Group Ltd 67 599 R 2 024 009
J. Bestbier Director, Lewis Group Ltd 12 930 R 387 142
L.A. Davies Director, Lewis Stores (Pty) Ltd 18 593 R 556 700
D. Loudon Director, Lewis Stores (Pty) Ltd 40 185 R 1 203 195
D.M. Oliphant Director, Lewis Stores (Pty) Ltd 21 719 R 650 298
4 Transfer of Shares
The following directors have elected to take transfer of shares arising from the vesting of
share awards.
Shares to be Implied Value
transferred
Executive Designation Invested Vested Invested Vested
Shares Shares Shares Shares
L.A. Davies Director, Lewis Stores (Pty) 13 699 20 143 R 1 354 493 R 626 649
Ltd
The implied values were calculated as follows:
- Invested shares at R 98.8753 (refer to SENS announcement dated 3 July 2015)
- Vested shares at R 31.11 (refer to sections 1.1, 1.2 and 2.1 above)
The transfer will be made off- market.
All the transactions as set out in 1 to 4 above were for the direct benefit of the director. The
requisite clearances have been obtained.
Cape Town
5 July 2018
Debt Sponsor
Absa Bank Limited (acting thought its Corporate and Investment Banking Division)
Date: 05/07/2018 05:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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