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THE FOSCHINI GROUP LIMITED - Directors Dealing in Securities: Acceptance of share appreciation rights and shares

Release Date: 07/06/2016 16:00
Code(s): TFG     PDF:  
Wrap Text
Directors Dealing in Securities: Acceptance of share
appreciation rights and shares

THE FOSCHINI GROUP LIMITED
Reg. No.: 1937/009504/06
Code : TFG
ISIN : ZAE000148466

Directors Dealing in Securities: Acceptance of share
appreciation rights and shares

In compliance with the requirements of paragraphs 3.63 to 3.74
of the JSE Listings Requirements, the following should be noted:
-
Name                  :       A D Murray
Position              :       Executive director - CEO
Date of Acceptance    :       2 June 2016
No. of securities     :       119 000
Class                 :       Ordinary shares
Price                 :       R142.72
Nature of Transaction:        Grant and acceptance of share
                              appreciation rights in terms of
                              and subject to the rules of the
                              company’s 2007 share incentive
                              scheme
Performance periods :         Provided the performance criteria
                              are met, share appreciation rights
                              are convertible from the third
                              anniversary of the grant date
Extent of interest    :       Direct Beneficial
-
Name                  :       A D Murray
Position              :       Executive director - CEO
Date of Acceptance :          2 June 2016
No. of shares         :       54 900
Class                 :       Ordinary shares
Value of transaction:         R8 070 300 based on the closing
                              market price on 2 June 2016 of
                              R147.00
Consideration         :       Nil
Nature of Transaction:        Acceptance of 54 900 TFG shares in
                              terms of and subject to the rules
                              of the company’s 2010 share
                              incentive scheme
Vesting periods       :       The shares vest on the third
                              anniversary of the grant date
                              provided the recipient remains in
                              the group’s employ and the
                              requisite performance conditions
                              are satisfied.
Extent of interest    :       Direct Beneficial
-
Name                  :       A E ThunstrÖm
Position              :       Director of Foschini Retail Group
                              (Pty) Ltd
Date of Acceptance    :       2 June 2016
No. of securities     :       37 800
Class                 :       Ordinary shares
Price                 :       R142.72
Nature of Transaction:        Grant and acceptance of share
                              appreciation rights in terms of
                              and subject to the rules of the
                              company’s 2007 share incentive
                              scheme
Performance periods :         Provided the performance criteria
                              are met, share appreciation rights
                              are convertible from the third
                              anniversary of the grant date
Extent of interest    :       Direct Beneficial
-
Name                  :       A E ThunstrÖm
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   17 400
Class                  :   Ordinary shares
Value of transaction   :   R2 557 800 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 17 400 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   M Mendelsohn
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     32 900
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   M Mendelsohn
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   15 200
Class                  :   Ordinary shares
Value of transaction   :   R2 234 400 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 15 200 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   D B Gedye
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of securities      :   32 900
Class                  :   Ordinary shares
Price                  :   R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   D B Gedye
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   15 200
Class                  :   Ordinary shares
Value of transaction   :   R2 234 400 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 15 200 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   G S Naidoo
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     32 900
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   G S Naidoo
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   15 200
Class                  :   Ordinary shares
Value of transaction   :   R2 234 400 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 15 200 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   B J Curry
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     32 900
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   B J Curry
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   15 200
Class                  :   Ordinary shares
Value of transaction   :   R2 234 400 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 15 200 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   M Maritz
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     26 800
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   M Maritz
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   12 400
Class                :     Ordinary shares
Value of transaction :     R1 822 800 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 12 400 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   S A Baird
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     26 800
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   S A Baird
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   12 400
Class                  :   Ordinary shares
Value of transaction   :   R1 822 800 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 12 400 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   J L Fisher
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance   :     2 June 2016
No. of securities    :     26 800
Class                :     Ordinary shares
Price                :     R142.72
Nature of Transaction:     Grant and acceptance of share
                           appreciation rights in terms of
                           and subject to the rules of the
                           company’s 2007 share incentive
                           scheme
Performance periods    :   Provided the performance criteria
                           are met, share appreciation rights
                           are convertible from the third
                           anniversary of the grant date
Extent of interest     :   Direct Beneficial
-
Name                   :   J L Fisher
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   2 June 2016
No. of shares          :   12 400
Class                  :   Ordinary shares
Value of transaction   :   R1 822 800 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 12 400 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   D van Rooyen
Position               :   Company secretary
Date of Acceptance     :   2 June 2016
No. of shares          :   3 800
Class                  :   Ordinary shares
Value of transaction   :   R558 600 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 3 800 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ and the
                           requisite performance conditions
                           are satisfied.
Extent of interest     :   Direct Beneficial
-
Name                   :   D van Rooyen
Position               :   Company secretary
Date of Acceptance     :   2 June 2016
No. of shares          :   1 300
Class                  :   Ordinary shares
Value of transaction   :   R191 100 based on the closing
                           market price on 2 June 2016 of
                           R147.00
Consideration        :     Nil
Nature of Transaction:     Acceptance of 1 300 TFG shares in
                           terms of and subject to the rules
                           of the company’s 2010 share
                           incentive scheme
Vesting periods        :   The shares vest on the third
                           anniversary of the grant date
                           provided the recipient remains in
                           the group’s employ.
Extent of interest     :   Direct Beneficial
-
Name                   :      A D Murray
Position               :      Executive director - CEO
Date of Acceptance     :      2 June 2016
No. of shares          :      142 900
Class                  :      Ordinary shares
Value of transaction   :      R21 006 300 based on the closing
                              market price on 2 June 2016 of
                              R147.00
Consideration        :        Nil
Nature of Transaction:        Mr Murray will reach the normal TFG
                              retirement age of 60 in March 2017.
                              In terms of an agreement with Mr
                              Murray to extend his tenure until
                              at least the completion of the 2018
                              financial year and for him to
                              facilitate a smooth transition to
                              his successor, the TFG Remuneration
                              committee (Remco) has agreed to
                              award Mr Murray 142 900 TFG shares
                              in terms of and subject to the
                              rules of the company’s 2010 share
                              incentive scheme. The Remco believes
                              that the award will maximise the
                              long-term value of TFG’s business
                              strategy for shareholders and assist
                              in attaining the business objectives
                              for the duration of his extended
                              tenure.
Vesting periods        :      This award will vest no earlier than
                              June 2019 and will be subject to
                              Mr Murray meeting a number of
                              objectives set by the Nominations
                              committee.
Extent of interest     :      Direct Beneficial



The abovementioned transactions are off-market transactions and
the pre-requisite clearances were obtained.

Cape Town
7 June 2016

SPONSOR
UBS South Africa (Pty) Ltd


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