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Directors’ Dealing in Securities
Lewis Group Ltd
Reg. No. 2004/009817/06
JSE Share Code : LEW
ISIN : ZAE 000058236
(Lewis or the “Company”)
Directors Dealings in Securities
In compliance with the requirements 3.63 to 3.74 of the JSE Listings
Requirements, the following should be noted:
1. The Lewis Executive Retention Scheme
Senior executives who are invited to co-invest have earned an annual
bonus and have achieved the requisite performance targets set for
them. These eligible executives can elect to invest all or part of
their net bonus in Lewis Group shares.
These invested shares (i.e. shares acquired using the executive’s
net bonus) are held on behalf of executives for a period of three
years and matching shares equal to the before tax bonus are awarded
for no consideration at the end of the period. The invested shares
are purchased by the employee share trust on the open market on
behalf of executives.
The matching share award will lapse, should the executive terminate
his or her employment before the completion of the three year period
other than in the event of death, ill-health, retirement or
retrenchment.
The following executives elected on 30 June 2015 to invest their net
bonus in the company’s shares and, consequently, matching share
awards were awarded to them under the Executive Retention Scheme:
Invested Matching Total
Executive Designation Shares Share Value
Award
J. Enslin Executive Director, 17 522 29 700 R4 669 089
Lewis Group Ltd
L.A. Davies Executive Director, 13 699 23 220 R3 650 377
Lewis Group Ltd
N. Jansen Director, 9 137 15 487 R2 434 705
Lewis Stores (Pty)
Ltd
D. Loudon Director, 9 157 15 521 R2 440 045
Lewis Stores (Pty)
Ltd
R. Oliphant Director, 4 431 7 511 R1 180 769
Lewis Stores (Pty)
Ltd
The invested shares were purchased on the open market on 30 June and
1 July 2015 at an average price of R98.8753, with the highest and
lowest price paid being R99.50 and R98.00 respectively. The matching
share awards will be received by the scheme participants for no
consideration.
2. The Lewis Long Term and Short Term Schemes
In terms of the scheme, executives have been offered the right to
acquire shares of the company for no consideration subject to the
achievement of performance targets. The share awards under this
scheme will lapse, should the executive terminate his or her
employment before the completion of the period of the award other
than in the event of death, ill-health, retirement or retrenchment.
The Remuneration Committee have agreed to grant the executives a
three year award and a four year award under this scheme, details
which are set out below.
2.1 Three Year Award
The performance targets are set by the Remuneration Committee at the
beginning of the each of the 3 years and are based on a weighting set
for each executive depending on their daily employment
responsibilities, of the following:
- Headline earnings per share
- Quality of the debtors book
- Gross margin
As is the usual practice of the group, the annual performance targets
set for the year are reported in the Annual Integrated Report for
that year.
The following executives have been granted awards on 30 June 2015
under the Lewis Long Term and Short Term Executive Performance
Scheme:
Maximum No. of
Executive Designation Shares (for no Value
consideration)
J. Enslin Executive Director, Lewis 33 695 R3 350 968
Group Limited
L.A. Davies Executive Director, Lewis 25 817 R2 567 501
Group Ltd
N. Jansen Director, Lewis Stores 17 213 R1 711 833
(Pty) Ltd
D. Loudon Director, Lewis Stores 17 259 R1 716 408
(Pty) Ltd
R. Oliphant Director, Lewis Stores 14 441 R1 436 157
(Pty) Ltd
The above values are deemed values based on a market price of R99.45
calculated in terms of the rules of the scheme.
2.2. Four year Award
One-half of this award would vest at the end of year 3 and the
remainder at the end of year 4. Performance targets have been set
for each vesting date.
The performance targets are based on a weighting of the following :
- Headline Earnings per share (“HEPS”)
The target for each of the vesting date will be the 2015
HEPS compounded each year by the greater of 5% or
headline CPI.
- Gearing Ratio
Gearing for each year cannot exceed 35%
- Return on average shareholder’s equity (“ROE”)
ROE has to average 15% over each vesting period.
The following executives have been granted awards on 30 June 2015
under the Lewis Long Term and Short Term Executive Performance
Scheme:
Maximum Number of
Executive Designation Shares Value
(for no
consideration)
J Enslin Executive Director, 120 000 11 934 000
Lewis Group Ltd
L Davies Executive Director, 90 000 8 950 500
Lewis Group Ltd
D Loudon Director, Lewis Stores 80 000 7 956 000
(Pty) Ltd
N Jansen Director, Lewis Stores 80 000 7 956 000
(Pty) Ltd
R. Oliphant Director, Lewis Stores 80 000 7 956 000
(Pty) Ltd
The above values are deemed values based on a market price of R99.45
calculated in terms of the rules of the scheme.
All the directors interest in the above transactions are direct
beneficial. The transactions took place off-market and the requisite
clearances have been obtained.
Cape Town
3 July 2015
Sponsor: UBS South Africa (Pty) Ltd
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