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CURRO HOLDINGS LIMITED - Exercise and annual award of options, dealing in shares by directors and associates, s45(5) notice

Release Date: 21/10/2015 17:15
Code(s): COH     PDF:  
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Exercise and annual award of options, dealing in shares by directors and associates, s45(5) notice

Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)

EXERCISE OF OPTIONS BY DIRECTORS AND ANNUAL AWARD OF OPTIONS TO DIRECTORS
AND COMPANY SECRETARY IN TERMS OF THE CURRO HOLDINGS LIMITED SHARE
INCENTIVE TRUST, DEALING IN CURRO HOLDINGS LIMITED SHARES BY DIRECTORS AND
THEIR ASSOCIATES AND NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

A)   EXERCISE OF OPTIONS BY DIRECTORS IN TERMS OF THE CURRO HOLDINGS
     LIMITED SHARE INCENTIVE TRUST AND DEALING IN CURRO HOLDINGS LIMITED
     SHARES BY DIRECTORS AND THEIR ASSOCIATES

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

1.
 NAME OF DIRECTOR                    CR van der Merwe
 COMPANY OF WHICH I AM A DIRECTOR    Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
 TYPE OF SECURITIES                  Shares
 CLASS OF SECURITIES                 Ordinary
 DATE OF TRANSACTION                 16 October 2015   (1),(2),(3),(4)
 OPTION STRIKE PRICE / PRICE PER     R4.59               (1)
 SHARE                               R15.32              (2)
                                     R18.71              (3)
                                     R37.00              (4)

 NUMBER OF OPTIONS EXERCISED /       210 792             (1)
 NUMBER OF SHARES DISPOSED OF        46 889              (2)
                                     100 394             (3)
                                     358 075             (4)

 TOTAL RAND VALUE OF OPTIONS /       R967 535.28         (1)
 TOTAL RAND VALUE OF SHARES          R718 339.48         (2)
                                     R1 878 371.74       (3)
 DISPOSED OF                         R13 248 775.00      (4)

 STRIKE DATE OF OPTIONS              28 September 2015
 PERIOD OF EXERCISE                  Participants have a 30 day period
                                     from the strike date during which
                                     options can be exercised


 NATURE OF TRANSACTION               Acquisition of shares in Curro
                                     Holdings Limited through the exercise
                                     of options (Off-market transaction)
                                                         (1),(2),(3)

                                     Disposal of shares (On-market
                                     transaction)        (4)
 NATURE AND EXTENT OF INTEREST IN
 THE TRANSACTION                     Direct, beneficial
 CLEARANCE OBTAINED                  Yes
2.
 NAME OF DIRECTOR                   AJF Greyling
 COMPANY OF WHICH I AM A DIRECTOR   Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
 TYPE OF SECURITIES                 Shares
 CLASS OF SECURITIES                Ordinary
 DATE OF TRANSACTION                16 October 2015   (1),(2),(3),(4)
                                    20 October 2015 (5)
                                                        (5)
OPTION STRIKE PRICE / PRICE PER     R4.59               (1)
SHARE / DEEMED PRICE PER SHARE      R15.32              (2)
                                    R18.71              (3)
                                    R37.00              (4)
                                    R35.42              (5)

NUMBER OF OPTIONS EXERCISED /       180 229             (1)
NUMBER OF SHARES DISPOSED OF        35 631              (2)
                                    59 300              (3)
                                    175 160             (4)
                                    40 000              (5)

TOTAL RAND VALUE OF OPTIONS /       R827 251.11         (1)
TOTAL RAND VALUE OF SHARES          R545 866.92         (2)
                                    R1 109 503.00       (3)
DISPOSED OF                         R6 480 920.00       (4)
                                    R1 416 800.00       (5)

STRIKE DATE OF OPTIONS              28 September 2015
PERIOD OF EXERCISE                  Participants have a 30 day period
                                    from the strike date during which
                                    options can be exercised
NAME OF ASSOCIATE                   Greyling Familietrust
RELATIONSHIP WITH DIRECTOR          Trustee and beneficiary
NATURE OF TRANSACTION               Acquisition of shares in Curro
                                    Holdings Limited through the exercise
                                    of options (Off-market transaction)
                                                        (1),(2),(3)
                                    Disposal of shares (On-market
                                    transaction)        (4)
                                    Distribution to beneficiaries of the
                                    Greyling Familietrust/ Distribution
                                    to family members of the AJF Greyling
                                    (Off-market
                                    transaction)        (5)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION                     Indirect, beneficial
CLEARANCE OBTAINED                  Yes

3.
 NAME OF DIRECTOR                   B van der Linde
 COMPANY OF WHICH I AM A DIRECTOR   Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
 TYPE OF SECURITIES                 Shares
 CLASS OF SECURITIES                Ordinary
 DATE OF TRANSACTION                16 October 2015   (1),(2),(3)
                                    R4.59                (1)
                                    R15.32               (2)
OPTION STRIKE PRICE                 R18.71               (3)

NUMBER OF OPTIONS EXERCISED         102 346              (1)
                                    23 807               (2)
                                    42 981               (3)

TOTAL RAND VALUE OF OPTIONS         R469 768.14          (1)
                                    R364 723.24          (2)
                                    R804 174.51          (3)

STRIKE DATE OF OPTIONS              28 September 2015
PERIOD OF EXERCISE                  Participants have a 30 day period
                                    from the strike date during which
                                    options can be exercised
NAME OF ASSOCIATE                   Die Waterweg Trust
RELATIONSHIP WITH DIRECTOR          Trustee and beneficiary
NATURE OF TRANSACTION               Acquisition of shares in Curro
                                    Holdings Limited through the exercise
                                    of options (Off-market transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION                     Direct, beneficial
CLEARANCE OBTAINED                  Yes

4.
 NAME OF DIRECTOR                   HG Louw
 COMPANY OF WHICH I AM A DIRECTOR   Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
 TYPE OF SECURITIES                 Shares
 CLASS OF SECURITIES                Ordinary
 DATE OF TRANSACTION                16 October 2015   (1),(2),(3),(4)
 OPTION STRIKE PRICE                R4.59               (1)
                                    R15.32              (2)
                                    R18.71              (3)
                                    R37.00              (4)

NUMBER OF OPTIONS EXERCISED /       122 934             (1)
NUMBER OF SHARES DISPOSED OF        24 887              (2)
                                    45 728              (3)
                                    193 549             (4)

TOTAL RAND VALUE OF OPTIONS /       R564 267.06         (1)
TOTAL RAND VALUE OF SHARES          R381 268.84         (2)
                                    R855 570.88         (3)
                                    R7 161 313.00       (4)

STRIKE DATE OF OPTIONS              28 September 2015
PERIOD OF EXERCISE                  Participants have a 30 day period
                                    from the strike date during which
                                    options can be exercised
NATURE OF TRANSACTION               Acquisition of shares in Curro
                                    Holdings Limited through the exercise
                                    of options (Off-market transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION                     Direct, beneficial
CLEARANCE OBTAINED                  Yes
B)   AWARDING AND ACCEPTANCE OF OPTIONS BY DIRECTORS AND COMPANY SECRETARY
     IN TERMS OF THE CURRO HOLDINGS LIMITED SHARE INCENTIVE SCHEME

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

1.
 NAME OF DIRECTOR                    Chris van der Merwe
 COMPANY OF WHICH I AM A DIRECTOR    Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
 TYPE OF SECURITIES                  Options to subscribe for ordinary
                                     shares in the share capital of Curro
                                     Holdings Limited
 DATE OF TRANSACTION                 28 September 2015
 OPTION STRIKE PRICE (CENTS)         R35.42

 NUMBER OF OPTIONS ALLOCATED         197 200

 TOTAL RAND VALUE OF OPTIONS         R6 984 824.00

 DATE OF SHARE OPTION ACCEPTANCE     28 September 2015
 STRIKE DATE OF OPTIONS              28 September 2017, 28 September 2018,
                                     28 September 2019, 28 September 2020*
 PERIOD OF EXERCISE                  Participants have a 30 day period
                                     from the strike date during which
                                     options can be exercised
 NATURE OF TRANSACTION               Acceptance of options to subscribe
                                     for ordinary shares in terms of a
                                     share incentive scheme (off-market
                                     transaction)
 NATURE AND EXTENT OF INTEREST IN
 THE TRANSACTION                     Direct beneficial
 CLEARANCE OBTAINED                  Yes

2.
 NAME OF DIRECTOR                    Andries Greyling
 COMPANY OF WHICH I AM A DIRECTOR    Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
 TYPE OF SECURITIES                  Options to subscribe for ordinary
                                     shares in the share capital of Curro
                                     Holdings Limited
 DATE OF TRANSACTION                 28 September 2015
 OPTION STRIKE PRICE (CENTS)         R35.42

 NUMBER OF OPTIONS ALLOCATED         120 600

 TOTAL RAND VALUE OF OPTIONS         R4 271 652.00

 DATE OF SHARE OPTION ACCEPTANCE     19 October 2015 2015
 STRIKE DATE OF OPTIONS              28 September 2017, 28 September 2018,
                                     28 September 2019, 28 September 2020*
 PERIOD OF EXERCISE                  Participants have a 30 day period
                                     from the strike date during which
                                     options can be exercised
 NATURE OF TRANSACTION               Acceptance of options to subscribe
                                     for ordinary shares in terms of a
                                    share incentive scheme (off-market
                                    transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION                     Direct beneficial
CLEARANCE OBTAINED                  Yes

3.
 NAME OF DIRECTOR                   Bernardt van der Linde
 COMPANY OF WHICH I AM A DIRECTOR   Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
 TYPE OF SECURITIES                 Options to subscribe for ordinary
                                    shares in the share capital of Curro
                                    Holdings Limited
DATE OF TRANSACTION                 28 September 2015
OPTION STRIKE PRICE (CENTS)         R35.42

NUMBER OF OPTIONS ALLOCATED         84 700

TOTAL RAND VALUE OF OPTIONS         R3 000 074.00

DATE OF SHARE OPTION ACCEPTANCE     21 October 2015
STRIKE DATE OF OPTIONS              28 September 2017, 28 September 2018,
                                    28 September 2019, 28 September 2020*
PERIOD OF EXERCISE                  Participants have a 30 day period
                                    from the strike date during which
                                    options can be exercised
NATURE OF TRANSACTION               Acceptance of options to subscribe
                                    for ordinary shares in terms of a
                                    share incentive scheme (off-market
                                    transaction)
NATURE AND EXTENT OF INTEREST IN
THE TRANSACTION                     Direct beneficial
CLEARANCE OBTAINED                  Yes

4.
 NAME OF DIRECTOR                   Hennie Louw
 COMPANY OF WHICH I AM A DIRECTOR   Curro Holdings Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
 TYPE OF SECURITIES                 Options to subscribe for ordinary
                                    shares in the share capital of Curro
                                    Holdings Limited
DATE OF TRANSACTION                 28 September 2015
OPTION STRIKE PRICE (CENTS)         R35.42

NUMBER OF OPTIONS ALLOCATED         87 300

TOTAL RAND VALUE OF OPTIONS         R3 092 166.00

DATE OF SHARE OPTION ACCEPTANCE     16 October 2015
STRIKE DATE OF OPTIONS              28 September 2017, 28 September 2018,
                                    28 September 2019, 28 September 2020*
PERIOD OF EXERCISE                  Participants have a 30 day period
                                    from the strike date during which
                                    options can be exercised
NATURE OF TRANSACTION               Acceptance of options to subscribe
                                    for ordinary shares in terms of a
                                    share incentive scheme (off-market
                                      transaction)
 NATURE AND EXTENT OF INTEREST IN
 THE TRANSACTION                      Direct beneficial
 CLEARANCE OBTAINED                   Yes

5.
 NAME OF COMPANY SECRETARY            Ronell van Rensburg
 COMPANY OF WHICH I AM COMPANY        Curro Holdings Limited
 SECRETARY
 STATUS: EXECUTIVE/NON-EXECUTIVE      Executive
 TYPE OF SECURITIES                   Options to subscribe for ordinary
                                      shares in the share capital of Curro
                                      Holdings Limited
 DATE OF TRANSACTION                  28 September 2015
 OPTION STRIKE PRICE (CENTS)          R35.42

 NUMBER OF OPTIONS ALLOCATED          52 400

 TOTAL RAND VALUE OF OPTIONS          R1 856 008.00

 DATE OF SHARE OPTION ACCEPTANCE      19 October 2015
 STRIKE DATE OF OPTIONS               28 September 2017, 28 September 2018,
                                      28 September 2019, 28 September 2020*
 PERIOD OF EXERCISE                   Participants have a 30 day period
                                      from the strike date during which
                                      options can be exercised
 NATURE OF TRANSACTION                Acceptance of options to subscribe
                                      for ordinary shares in terms of a
                                      share incentive scheme (off-market
                                      transaction)
 NATURE AND EXTENT OF INTEREST IN
 THE TRANSACTION                      Direct beneficial
 CLEARANCE OBTAINED                   Yes

*The options will vest in 4 tranches of 25% each on the strike dates
specified above.

C)   NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO 71 OF 2008

     Notice is hereby given in terms of section 45(5) of the Companies Act,
     No 71 of 2008 (“Act”) as required by the Act that the board of
     directors of the Company (“the Board”) has resolved to provide
     financial assistance to the Curro Holdings Limited Share Incentive
     Trust in terms of section 45(2) of the Act, pursuant to the authority
     granted to the Board by the shareholders at the annual general meeting
     of the Company held on Friday, 19 June 2015, which financial
     assistance is less than1/10 of 1% (therefore less than 1%) of the
     Company’s net worth. The primary source of the approved financial
     assistance is Curro’s current cash on hand. In accordance with section
     45 of the Act, the Board is satisfied and acknowledges that
     immediately after providing such financial assistance, Curro would
     satisfy the solvency and liquidity test provided for in section 4 of
     the Act and that the terms of the financial assistance are fair and
     reasonable to Curro.

Durbanville
21 October 2015

Sponsor
PSG Capital

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