OCEANA GROUP LIMITED - 2013 Share Plan: Dealing in Securities

2013 Share Plan: Dealing in Securities

OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
(“Oceana”)

OCEANA GROUP LIMITED 2013 SHARE PLAN: DEALING IN SECURITIES

In compliance with paragraphs 3.63 – 3.74 of the Listings
Requirements of JSE Limited (“the JSE”), shareholders are advised
that Oceana Group Limited (“the Company”) has offered the following
Performance Vesting Share Appreciation Rights (“SARs”), Performance
Vesting Shares (“PVS”) and Restricted Shares (“RS”) to the following
directors of the Company, the Company Secretary and directors of
major subsidiaries of the Company (“the Participants”), as set out
below. The offers were accepted on 15 to 17 June 2015.

SARs are allocated at an allocation price equal to the volume
weighted average price of an Oceana Group share on the JSE over the
30 trading days immediately prior to the Offer Date (“the Allocation
Price”). Provided that the performance criteria are met, one-third
of the SARs allocation will vest on each of the third, fourth and
fifth anniversary dates of the Offer Date (in terms of the
performance criteria, the number of SARs vesting in relation to the
full number allocated is progressively reduced if company financial
performance targets are not met). The Participants may elect to
delay exercise of the SARs to some future date not exceeding the
seventh anniversary of the Offer Date. The value of the SARs which a
Participant may exercise will be calculated with reference to the
difference between the volume weighted average price of an Oceana
Group share on the JSE over the 30 trading days immediately prior to
the date on which a Participant exercises his SARs and the
Allocation Price. In terms of the rules of the Share Plan the
Company, at its sole and absolute discretion, can decide to settle
the SARs to the Participant in Oceana Group shares or in cash. In
respect of the SARs allocations disclosed below the Company has
decided to settle the SARs in cash.

PVS are conditionally awarded with the final number settled after
three years from the Offer Date dependent on the performance
criteria set being met. The number of shares to be settled will
range from 0% to 300% of the conditional award. The determined
number of PVS will be settled to the Participant in Oceana Group
shares or in cash, at the Company’s sole and absolute discretion.

RS is settled after three years from the Offer Date dependent on the
participant still being in the employment of the Company.
The SARS,PVS and RS offered may be summarised as follows:

Name         Position      No of SARS        No of PVS    No of  RS
                           allocated         awarded      awarded
FP Kuttel    Director      45 300            15 900       5 200
ABA Conrad   Director      13 300            3 700        2 400
I Soomra     Director      17 900            4 900        3 200
G   Rhodes-  Director of   18 800            5 200        3 300
Harrison     a  major
             subsidiary
L De Waal    Director of   14 800            4 100        2 300
             a major
             subsidiary
JM Marais    Company       3 800             900           900
             Secretary

The following are applicable to the above:

Class of underlying security to      Ordinary shares
which rights attach
SARs Allocation Price per share      R109.81

PVS Award Price per share            Rnil (not applicable)
RS Award Price per share             Rnil (not applicable)
Nature of transaction                Off-market allocation of SARs,
                                     PVS and RS
SARS vesting period                  One-third of allocation on each
                                     of the third, fourth and fifth
                                     anniversary dates of the Offer
                                     Date
PVS vesting period                   Third anniversary of the Offer
                                     Date
RS vesting period                    Third anniversary of the Offer
                                     Date
Nature of interest                   Direct beneficial

In accordance with section 3.66 of the Listings Requirements the
necessary clearance was obtained to offer and accept the
abovementioned SARS,PVS and RS.

17 June
Cape Town

JSE  Sponsor:   The Standard Bank of South Africa Limited

NSX Sponsor:    Old Mutual Investment Services (Namibia) Proprietary Limited


Date: 17/06/2015 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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