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Share incentive schemes and dealing in securities by directors
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("Datatec" or "the Company" or "the Group")
Share incentive schemes and dealing in securities by directors
Datatec Limited (“Datatec” or the "Company", JSE and LSE: DTC), announces the following in relation to the Share
Appreciation Rights Scheme 2005 (“SAR Scheme”), the Long Term Incentive Plan ("LTIP") and the Deferred Bonus Plan
("DBP"). These share incentive schemes are subject to the rules originally approved by shareholders at the Company’s
annual general meeting held on 16 August 2005 and subsequently amended and approved by shareholders at the
annual general meeting held on 14 September 2011.
1) SAR Scheme and LTIP – May 2012 grants ? outcome
The Share Appreciation Rights (“SARs”) and LTIP awards granted in May 2012 have not vested following an evaluation
of the Company’s performance against prescribed conditions in accordance with the rules of the SAR Scheme and
LTIP. Accordingly, the SARs and LTIP awards granted in May 2012 have lapsed.
2) DBP – May 2012 grants – settlement of matching shares
In relation to the May 2012 grants under the DBP, 84,855 Datatec shares have been transferred to participants in
accordance with the rules of the DBP.
Under the terms of the DBP, participants may purchase Datatec shares ("pledged shares") and hold them for three
years ( “performance period”) after which time the Company will issue or transfer shares ("matching shares”) to the
participants, subject to performance conditions being fulfilled.
Two participants, who are both directors of Datatec, purchased pledged shares in May 2012 and remained in the
employment of the Company during the performance period, during which period the corresponding performance
conditions were fulfilled. Consequently, they are entitled to receive matching shares amounting to 50% of the number
of pledged shares purchased plus additional shares in lieu of the dividends notionally accruing to the matching shares
during the three year performance period. Full details of the transfer of matching shares are disclosed below, in
compliance with the JSE Limited ("JSE") Listings Requirements, and the AIM Rules:
Director : J P Montanana
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market transfer of shares from Treasury
Date of transaction : 10 June 2015
Number of securities : 82,118
Deemed transfer price : ZAR 60.74*
Transaction value : ZAR 4,987,847.32
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Following this transaction Mr Montanana will hold 14,982,118 Datatec shares, representing 7.36% of the Company’s
issued share capital.
Director : R P Evans
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market transfer of shares from Treasury
Date of transaction : 11 June 2015
Number of securities : 2,737
Deemed transfer price : ZAR 60.74*
Transaction value : ZAR 166,245.38
Nature of interest : Direct beneficial
Clearance obtained : Yes
3) Directors dealings – exercise of SARs
Rob Evans, a director of Datatec, has exercised the Datatec SARs which he was granted in May 2010 under the terms
of the SAR Scheme. In compliance with the Listings Requirements of the JSE Limited (“JSE”), the following information
is disclosed:
Director : R P Evans
Company : Datatec Limited
Nature of transaction : Off market exercise of Datatec SARs
Class of security : 2010 SARs in respect of Datatec ordinary shares
Date of transaction : 9 June 2015
Number of SARs : 34,869
Exercise price per SAR : R67.31
Grant price per SAR : R34.27
Share appreciation per SAR : R33.04
Total share appreciation/transaction : R1,152,071.76
value
Nature of transaction : Off market settlement of Datatec shares received in terms of the
above exercises of SARs
Class of security : Datatec ordinary shares
Date of transaction : 11 June 2015
Number of Datatec shares : 17 116
Deemed price per share : R67.31
Total transaction value : R1,152,077.96
Nature of interest : Direct beneficial
Clearance obtained : Yes
After this exercise and the DBP settlement in (2) above, Mr Evans holds 49,584 Datatec shares, representing 0.02% of
the Company’s issued share capital.
4) Treasury share transactions
In order to settle the share scheme settlements in (2) and (3) above, the Datatec Share Incentive Trust 2005 (the
“Trust”) acquired 95,328 Datatec shares in the market as follows:
Nature of transaction : On market purchase of shares
Class of security : Datatec ordinary shares
Date of transaction : 9 June 2015
Number of Datatec shares : 82,118
Price per share : R67.625
Transaction value : R5,553,229.75
Date of transaction : 10 June 2015
Number of Datatec shares : 13,210
Price per share : R66.9899
Transaction value : R884,936.58
Total transaction value : R6,438,166.33
Clearance obtained : Yes
The DBP settlements in (2) above and the SARs exercise in (3) above were then settled by transferring Datatec shares
from the Trust leaving no remaining Treasury shares.
Datatec has 203,614,644 shares in issue, unchanged by these Treasury share transactions.
5) Grant and acceptance of rights to participate in share incentive schemes
Executive directors and the Company secretary have accepted rights granted on 10 June 2015 to participate in the
Group's share based incentive schemes as follows:
SARs in respect of ordinary shares, which are subject to performance conditions and which vest after three years, at a
grant price of R60.74* per SAR:
Name Number of SARs Nature of interest
J P Montanana 370,654 indirect beneficial
P J Myburgh 116,497 direct beneficial
S P Morris 82,979 direct beneficial
LTIP awards, which are subject to performance conditions and which vest after three years:
Name Number of conditional awards Nature of interest
J P Montanana 370,654 indirect beneficial
P J Myburgh 87,373 direct beneficial
S P Morris 62,235 direct beneficial
The face value of these awards is ZAR 60.74* per award but the value to the participant is nil until (and if) the awards
vest. On exercise of the SARs and on vesting of the LTIP awards a further announcement of the value received by the
participants will be released.
All rights and awards are subject to the rules of the respective share incentive plans, as amended and approved by
shareholders at the annual general meeting of the Company held on 14 September 2011.
Approval for the individual allocations and clearance to transact has been given.
All these individual allocations as indicated above have been accepted, off market, by the directors and the Company
secretary respectively on 11 June 2015.
* the 30 day volume weighted average share price on 13 May 2015, the day of the FY15 Results Announcement.
Enquiries:
Datatec Limited (www.datatec.com)
Jens Montanana – Chief Executive Officer +44 (0) 1753 797 118
Jurgens Myburgh – Chief Financial Officer +27 (0) 11 233 3301
Wilna de Villiers – Group Investor Relations +27 (0) 11 233 1013
Manager
Jefferies International Limited – Nominated Advisor and Broker
Nick Adams/Alex Collins +44 (0) 20 7029 8000
finnCap – Broker
Andrew Stewart +44 (0) 20 7220 0500
Instinctif Partners
Adrian Duffield/Chantal Woolcock (UK) +44 (0) 20 7457 2020
Frederic Cornet (SA) +27 (0) 11 447 3030
Sandton
11 June 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 11/06/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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