CLOVER INDUSTRIES LIMITED - Allocation and acceptance of share appreciation rights (SARs) by executives directors of the company and other exe

Allocation and acceptance of share appreciation rights (“SARs”) by executives directors of the company and other exe

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

ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (“SARs”) BY EXECUTIVES
DIRECTORS OF THE COMPANY AND OTHER EXECUTIVES

In accordance with the approved Restated Clover Share Appreciation Rights Plan
(2010), SARs, in respect of ordinary shares, were allocated with effect from 1
July 2013 to (“Allocation”), and accepted by executive directors and other
executives of the Company on 18 September 2013 at an allocation price of R16-83
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.


EXECUTIVE DIRECTORS

Mr J H Vorster
Total number of SARs allocated and accepted: 879 589
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R14 803 482-87*

Mr L J Botha
Total number of SARs allocated and accepted: 452 775
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R7 620 203-25*

Dr C P Lerm
Total number of SARs allocated and accepted: 332 135
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R5 589 832-05*


EXECUTIVES

Mr H Lubbe
Total number of SARs allocated and accepted: 332 135
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R5 589 832-05*

Dr J H F Botes
Total number of SARs allocated and accepted: 332 135
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R5 589 832-05*

Mr E R Bosch
Total number of SARs allocated and accepted: 332 135
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R5 589 832-05*

Mr MM Palmeiro
Total number of SARs allocated and accepted: 380 159
Allocation Price: R16-83
Allocation Date: 1 July 2013
Deemed total value: R6 398 075-97*


*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 in full by the relevant Executive after the third
anniversary of the allocation date.

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

The vesting of the Allocation is subject to certain performance criteria (set by
the Remuneration Committee) which must be met before the vesting date of this
Allocation.

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 allocations has been given, all interests are
directly beneficial and all the transactions occurred off the market.

Johannesburg
18 September 2013

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

Date: 18/09/2013 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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