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DIGICORE HOLDINGS LIMITED - Acceptance Of Options Granted In Terms Of The Digicore Staff Share Incentive Trust Scheme

Release Date: 14/10/2013 11:19
Code(s): DGC     PDF:  
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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

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

1.
 NAME OF   DIRECTOR                            D du Rand
 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                10 October 2013
OPTION STRIKE PRICE (CENTS)                    150
NUMBER OF OPTIONS ACCEPTANCE                   500 000
TOTAL RAND VALUE OF OPTIONS                    R750 000
STRIKE DATES OF OPTIONS*                       20% from 4 October 2014
                                               40% from 4 October 2015
                                               70% from 4 October 2016
                                               100% from 4 October 2017
PERIOD OF EXERCISE                             Participants have a 10 year period from the respective strike dates during which
                                               options can be exercised, after vesting.
NATURE OF TRANSACTION                          Direct Beneficial
NATURE AND EXTENT OF INTEREST IN               Acceptance of options to
TRANSACTION                                    subscribe for ordinary shares in terms of a share
                                               incentive scheme (off-market transaction)

2.
 NAME OF   DIRECTOR                            MD Rousseau
 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                10 October 2013
OPTION STRIKE PRICE (CENTS)                    150
NUMBER OF OPTIONS ACCEPTANCE                   500 000
TOTAL RAND VALUE OF OPTIONS                    R750 000
STRIKE DATES OF OPTIONS*                       20% from 4 October 2014
                                               40% from 4 October 2015
                                               70% from 4 October 2016
                                               100% from 4 October 2017
PERIOD OF EXERCISE                             Participants have a 10 year period from the respective strike dates during which
                                               options can be exercised, after vesting.
NATURE OF TRANSACTION                          Direct Beneficial
NATURE AND EXTENT OF INTEREST IN               Acceptance of options to
TRANSACTION                                    subscribe for ordinary shares in terms of a share
                                               incentive scheme (off-market transaction)

3.
 NAME OF   DIRECTOR                            PJ (Cobus) Grové
 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                10 October 2013
OPTION STRIKE PRICE (CENTS)                    150
NUMBER OF OPTIONS ACCEPTANCE                   1 500 000
TOTAL RAND VALUE OF OPTIONS                    R2 250 000
STRIKE DATES OF OPTIONS*                       20% from 4 October 2014
                                               40% from 4 October 2015
                                               70% from 4 October 2016
                                               100% from 4 October 2017
PERIOD OF EXERCISE                             Participants have a 10 year period from the respective strike dates during which
                                               options can be exercised, after vesting.
NATURE OF TRANSACTION                          Direct Beneficial
NATURE AND EXTENT OF INTEREST IN               Acceptance of options to
TRANSACTION                                    subscribe for ordinary shares in terms of a share
                                               incentive scheme (off-market transaction)

4.
 NAME OF DIRECTOR                              EP (Pierre) Bruwer
 MAJOR SUBSIDIARY COMPANY OF WHICH I AM A      C-track (SA)
 DIRECTOR                                      (Pty) Ltd
 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                10 October 2013
OPTION STRIKE PRICE (CENTS)                    150
NUMBER OF OPTIONS ACCEPTED                     1 500 000
TOTAL RAND VALUE OF OPTIONS                    R2 250 000
STRIKE DATES OF OPTIONS*                       20% from 4 October 2014
                                               40% from 4 October 2015
                                               70% from 4 October 2016
                                               100% from 4 October 2017
PERIOD OF EXERCISE                             Participants have a 10 year period from the respective strike dates during which
                                               options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

5.
 NAME OF DIRECTOR                             HF Jordt
 MAJOR SUBSIDIARY COMPANY OF WHICH I AM A     DigiCore Fleet Management
 DIRECTOR                                     (SA) (Pty) Ltd
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  400 000
TOTAL RAND VALUE OF OPTIONS                   R600 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the strike date during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

6.
 NAME OF DIRECTOR                             J Mostert
 MAJOR SUBSIDIARY COMPANY OF WHICH I AM A     DigiCore Electronics (Pty) Ltd
 DIRECTOR
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  300 000
TOTAL RAND VALUE OF OPTIONS                   R450 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the respective strike date during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe    for    ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

7.
NAME OF DIRECTOR                              DA Nieuwoudt
 MAJOR SUBSIDIARY COMPANIES OF WHICH I AM A   DigiCore Fleet Management
 DIRECTOR AND GROUP COMPANY SECRETARY         (SA) (Pty) Ltd and C-track
                                              (SA) (Pty) Ltd
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  200 000
TOTAL RAND VALUE OF OPTIONS                   R300 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the respective strike dates during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

8.
NAME OF DIRECTOR                              L Nortje
 MAJOR SUBSIDIARY COMPANIES OF WHICH I AM A   DigiCore Fleet Management
 DIRECTOR                                     (SA) (Pty) Ltd and C-track
                                              (SA) (Pty) Ltd
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  100 000
TOTAL RAND VALUE OF OPTIONS                   R150 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the respective strike dates during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

9.
 NAME OF DIRECTOR                             M Hill
 MAJOR SUBSIDIARY COMPANY OF WHICH I AM A     DigiCore Fleet Management
 DIRECTOR                                     (SA) (Pty) Ltd
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  250 000
TOTAL RAND VALUE OF OPTIONS                   R375 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the respective strike dates during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)

10.
 NAME OF DIRECTOR                             A van Rensburg
 MAJOR SUBSIDIARY COMPANY OF WHICH I AM A     DigiCore Electronics (Pty) Ltd
 DIRECTOR
 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               10 October 2013
OPTION STRIKE PRICE (CENTS)                   150
NUMBER OF OPTIONS ACCEPTANCE                  250 000
TOTAL RAND VALUE OF OPTIONS                   R375 000
STRIKE DATES OF OPTIONS*                      20% from 4 October 2014
                                              40% from 4 October 2015
                                              70% from 4 October 2016
                                              100% from 4 October 2017
PERIOD OF EXERCISE                            Participants have a 10 year period from the respective strike dates during which
                                              options can be exercised, after vesting.
NATURE OF TRANSACTION                         Direct Beneficial
NATURE AND EXTENT OF INTEREST IN              Acceptance of options to
TRANSACTION                                   subscribe for ordinary shares in terms of a share
                                              incentive scheme (off-market transaction)


*     Options granted under the scheme and accepted by 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.

14 October 2013
Centurion

Sponsor
PSG Capital (Pty) Limited

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