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

Release Date: 24/12/2014 11:10
Code(s): CLR     PDF:  
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Allocation and acceptance of share appreciation rights (“SARs”) by an executive management member

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
AN EXECUTIVE MANAGEMENT MEMBER

In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), the following SARs were allocated on 26
September 2014 (“Allocation Date”) and accepted by a member of
Clover’s executive management (“Executive”) on 24 December 2014 at
an allocation price of R17.55 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

Mr. J van Heerden
Total number of SARs allocated and accepted: 501 425
Transaction value: R8,800,008.75

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

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; and
  -   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 that have vested must be exercised by the Executive on or
before the seventh anniversary of the SARs’ allocation date.

No performance criteria need to be met before the SARs vest as set
out above as this allocation will act as a retention mechanism.

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 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 allocation has been granted, the
Executive’s interest in the transaction is direct, beneficial and
that the transaction occurred off market.

Johannesburg
24 December 2014

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

Date: 24/12/2014 11:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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