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CLOVER INDUSTRIES LIMITED - Allocation And Acceptance Of Share Appreciation Rights (Sars) By A Director Of A Major Subsidiary

Release Date: 13/03/2013 10:00
Code(s): CLR CLRP     PDF:  
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Allocation And Acceptance Of Share Appreciation Rights (“Sars”) By A Director Of A Major Subsidiary

CLOVER INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
Ordinary Share code: CLR
ISIN: ZAE000152377
Preference Share Code: CLRP
ISIN: ZAE000152385
("Clover" or "the Company")

ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (“SARs”) BY
A DIRECTOR OF A MAJOR SUBSIDIARY

In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), the following SARs, in respect of ordinary
shares, were allocated with effect from 1 October 2012, and
accepted by an executive of the Company on 13 March 2013 at an
allocation price of R14-15 per SAR, which is based on the volume
weighted average price of an ordinary share on the JSE over the
seven trading days immediately prior to the allocation date (being
1 October 2012).

EXECUTIVE

Mr M.M. Palmeiro (a director of Clover S.A. Proprietary Limited)
Total number of SARs allocated and accepted: 925 500
Allocation Price: R14-15
Allocation Date: 1 October 2012*
Acceptance Date: 13 March 2013
Deemed total value: R13,095,825.00**


* The reason for the delay between the allocation date and
acceptance date was due to the executive only recently obtaining a
work permit (a condition of the SAR) which happened to occur
during the closed period and further the prohibition in terms of
the JSE Listings Requirements for directors to accept SARs during
a closed period.

**The deemed value (included for purposes of the JSE Listings
Requirements) is calculated by multiplying the total number of
SARs allocated and accepted by the allocation price. However it
must be noted, that due to the nature of SARs, the value of the
SARs is actually zero at this point in time as it has not vested.

The SARs may be exercised as follows:

  -   up to one third of the SARs allocated may be exercised on or
      after the third anniversary of the allocation date;
  -   up to two thirds of the SARs allocated may be exercised on
      or after the fourth anniversary of the allocation date, to
      the extent that they have not been exercised previously;
  -   all of the SARs allocated may be exercised on or after the
      fifth anniversary of the allocation date, to the extent that
      they have not been exercised previously.

All SARs which have vested must be exercised by the Executive on
or before the seventh anniversary of the Allocation Date relating
to such allocation of SARs.

No performance criteria need to be met before the SARs vest as set
out above.

In respect of each SAR exercised, the Executive will be entitled
to be settled, with such number of ordinary shares as could be
acquired on the JSE at the fair market value (being the volume
weighted average price of an ordinary share on the JSE over the
seven trading days immediately prior to the exercise date) on date
of exercise of the SAR (“Fair Market Value”) using a cash amount
equal to A where A is calculated in accordance with the following
formula -

A = (B – C)

where -

A =   the Due Amount;

B =   the Fair Market Value of an ordinary share on the date on
      which such SAR is exercised;

C =   the Allocation Price of such SAR,

provided that the Due Amount shall never be less than Rnil;
provided further that the Group Remuneration Committee, instead of
settling an Executive as aforesaid, determine that he shall be
paid a cash amount equal to A in the aforegoing formula.

Approval for the individual allocation has been given, all
interests are directly beneficial and the transaction occurred off
the market.


Johannesburg
13 March 2013

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 13/03/2013 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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