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CLOVER INDUSTRIES LIMITED - Allocation and acceptance of share appreciation rights (SARs) by executive directors and executive management

Release Date: 24/12/2014 11:05
Code(s): CLR     PDF:  
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Allocation and acceptance of share appreciation rights (“SARs”) by executive directors and executive management

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

ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (“SARs”) BY
EXECUTIVE DIRECTORS AND EXECUTIVE MANAGEMENT

In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), the following annual (top-up) SARs were
allocated on 30 June 2014 (“Allocation Date”) and accepted by
executive directors and other members of Clover’s executive
management (together, “Executives”) on 24 December 2014 at an
allocation price of R17.31 per SAR. The allocation price is based
on the volume weighted average price of an ordinary share traded
on the JSE Limited (“JSE”) over the seven trading days immediately
preceding the Allocation Date.

EXECUTIVE DIRECTORS

Mr JH Vorster
Total number of SARs allocated and accepted: 906 510
Transaction value: R15,691,688.10

Mr LJ Botha
Total number of SARs allocated and accepted: 466 633
Transaction value: R8,077,417.23
Mr CP Lerm
Total number of SARs allocated and accepted: 342 300
Transaction value: R5,925,213.00

OTHER EXECUTIVES

Mr ER Bosch
Total number of SARs allocated and accepted: 342 301
Transaction value: R5,925,230.31

Mr JHF Botes
Total number of SARs allocated and accepted: 342 301
Transaction value: R5,925,230.31

Mr H Lubbe
Total number of SARs allocated and accepted: 342 301
Transaction value: R5,925,230.31

Mr MM Palmeiro
Total number of SARs allocated and accepted: 391 795
Transaction value: R6,781,971.45

Due to the Company having traded under a cautionary announcement
from the period 16 July 2014 to 22 December 2014, the Executives
were unable to accept the aforementioned allocation until such
time as the prohibited period ended.

All of the SARs allocated may be exercised on or after the third
anniversary of the Allocation Date.

The SARs will only vest if the applicable performance criteria as
determined by the Group Remuneration Committee (“Remco”) have been
met.

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

In respect of each SAR exercised, the Executive Director and/or
other 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 Remco may, instead of settling an Executive
Director and/or 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 granted, all
interests in  transactions are direct, beneficial and all
transactions occurred off market.


Johannesburg
24 December 2014

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

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