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DIGICORE HOLDINGS LIMITED - Acceptance of Options by Directors, Directors of Major Subsidiaries and the Company Secretary

Release Date: 06/03/2015 17:30
Code(s): DGC     PDF:  
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Acceptance of Options by Directors, Directors of Major Subsidiaries and the Company Secretary

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 BY DIRECTORS, DIRECTORS OF MAJOR SUBSIDIARIES AND THE COMPANY
SECRETARY IN TERMS OF THE DIGICORE STAFF SHARE INCENTIVE TRUST SCHEME (“the
Scheme”)

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

The following share option awards were accepted in terms of the Scheme:

1.
NAME OF DIRECTOR                          MD Rousseau
MAJOR SUBSIDIARY COMPANY OF WHICH
I AM A DIRECTOR                           C-Track (SA) (Pty) Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes


2.
NAME OF DIRECTOR                          JC Mostert
MAJOR SUBSIDIARY COMPANY OF WHICH
I AM A DIRECTOR                           DigiCore Electronics (Pty) Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes


3.
NAME OF DIRECTOR                          EP Bruwer
MAJOR SUBSIDIARY COMPANY OF WHICH
I AM A DIRECTOR                           C-Track (SA) (Pty) Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes

4.
NAME OF DIRECTOR                          HF Jordt
MAJOR SUBSIDIARY COMPANY OF WHICH
I AM A DIRECTOR                           DigiCore Fleet Management (SA) (Pty) Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes

5.
NAME OF DIRECTOR                          PJ Grove
COMPANY OF WHICH I AM A DIRECTOR          Digicore Holdings Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes


6.
NAME OF DIRECTOR                          D du Rand
MAJOR SUBSIDIARY COMPANY OF WHICH
I AM A DIRECTOR                           Digicore Electronics (Pty) Ltd
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 400 000
TOTAL RAND VALUE OF OPTIONS               R1 220 000.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes

7.
NAME OF DIRECTOR                          N Bofilatos
MAJOR SUBSIDIARY COMPANY OF WHICH I       C-track (SA) (Pty) Ltd
AM A DIRECTOR AND GROUP COMPANY SECRETARY
STATUS: EXECUTIVE/NON-EXECUTIVE           Executive
TYPE AND CLASS OF SECURITIES              Share options to subscribe for ordinary
                                          shares in the Company
DATE OF AWARD                             5 March 2015
DATE OF ACCEPTANCE                        5 March 2015
OPTION STRIKE PRICE (CENTS)               305
NUMBER OF OPTIONS AWARDED                 150 000
TOTAL RAND VALUE OF OPTIONS               R457 500.00
STRIKE DATES OF OPTIONS*                  20% from 5 March 2016
                                          40% from 5 March 2017
                                          70% from 5 March 2018
                                          100% from 5 March 2019
PERIOD OF EXERCISE                        Participants have a 10 year period from
                                          the respective strike dates during which
                                          options can be exercised, after vesting.
NATURE AND EXTENT OF INTEREST IN
TRANSACTION                               Direct beneficial
NATURE OF TRANSACTION                     Acceptance of options to subscribe for
                                          ordinary shares in terms of a share
                                          incentive scheme (off-market transaction)
CLEARANCE OBTAINED                        Yes


*     Options granted under the Scheme and accepted by the 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 of the Scheme 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.

6 March 2015
Centurion

Sponsor
PSG Capital (Proprietary) Limited

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