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Exercise of Options by and Award of Options to Directors and Company Secretary
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 AND AWARD OF OPTIONS TO DIRECTORS AND COMPANY
SECRETARY IN TERMS OF THE CURRO SHARE INCENTIVE TRUST, DEALING IN CURRO
SHARES BY DIRECTORS AND THEIR ASSOCIATES AND NOTICE IN TERMS OF SECTION
45(5) OF THE COMPANIES ACT
A) EXERCISE OF OPTIONS BY DIRECTORS AND COMPANY SECRETARY IN TERMS OF THE
CURRO SHARE INCENTIVE TRUST AND DEALING IN CURRO 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 Chris 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 18 October 2016
(1),(2),(3),(4),(5)
OPTION STRIKE PRICE / PRICE PER R4.50 (1)
SHARE R15.10 (2)
R18.44 (3)
R24.62 (4)
R47.00 (5)
NUMBER OF OPTIONS EXERCISED / 210 792 (1)
NUMBER OF SHARES DISPOSED OF 46 889 (2)
100 394 (3)
33 550 (4)
391 625 (5)
TOTAL RAND VALUE OF OPTIONS / R948 559.50 (1)
TOTAL RAND VALUE OF SHARES R708 023.90 (2)
DISPOSED OF R1 851 265.36 (3)
R826 001.00 (4)
R18 406 375.00 (5)
STRIKE DATE OF OPTIONS 28 September 2016
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NAME OF ASSOCIATE Chris van der Merwe Familietrust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction) (1),(2),(3),(4)
Disposal of shares (On-market
transaction) (5)
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
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 Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 18 October 2016
(1),(2),(3),(4),(5),(6)
OPTION STRIKE PRICE / PRICE PER R4.50 (1)
SHARE / DEEMED PRICE PER SHARE R15.10 (2)
R18.44 (3)
R24.62 (4)
R47.00 (5)
R47.00 (6)
NUMBER OF OPTIONS EXERCISED / 180 227 (1)
NUMBER OF SHARES DISPOSED OF 35 631 (2)
59 300 (3)
23 475 (4)
198 635 (5)
40 000 (6)
TOTAL RAND VALUE OF OPTIONS / R811 022.60 (1)
TOTAL RAND VALUE OF SHARES R538 028.10 (2)
DISPOSED OF R1 093 492.00 (3)
R577 954.50 (4)
R9 335 845.00 (5)
R1 880 000.00 (6)
STRIKE DATE OF OPTIONS 28 September 2016
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 through the
exercise of options (Off-market
transaction) (1),(2),(3),(4)
Disposal of shares (On-market
transaction) (5)
Distribution to beneficiaries of
the Greyling Familietrust /
Distribution to family members of
the Andries Greyling (Off-market
transaction) (6)
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
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 Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 18 October 2016 (1),(2),(3),(4)
OPTION STRIKE PRICE R4.50 (1)
R15.10 (2)
R18.44 (3)
R24.62 (4)
NUMBER OF OPTIONS EXERCISED 102 345 (1)
23 807 (2)
42 981 (3)
19 675 (4)
TOTAL RAND VALUE OF OPTIONS R460 552.38 (1)
R359 485.70 (2)
R792 569.64 (3)
R484 398.50 (4)
STRIKE DATE OF OPTIONS 28 September 2016
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 through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
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 Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 18 October 2016 (1),(2),(3),(4)
OPTION STRIKE PRICE R4.50 (1)
R15.10 (2)
R18.44 (3)
R24.62 (4)
NUMBER OF OPTIONS EXERCISED 122 934 (1)
24 887 (2)
45 728 (3)
15 875 (4)
TOTAL RAND VALUE OF OPTIONS / R553 201.64 (1)
TOTAL RAND VALUE OF SHARES R375 793.70 (2)
R843 224.32 (3)
R390 842.50 (4)
STRIKE DATE OF OPTIONS 28 September 2016
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 through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
5.
NAME OF COMPANY SECRETARY Ronell van Rensburg
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 18 October 2016
OPTION STRIKE PRICE R24.62
NUMBER OF OPTIONS EXERCISED 24 025
TOTAL RAND VALUE OF OPTIONS / R591 495.50
TOTAL RAND VALUE OF SHARES
STRIKE DATE OF OPTIONS 28 September 2016
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 through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
B) AWARDING AND ACCEPTANCE OF OPTIONS BY DIRECTORS AND COMPANY SECRETARY
IN TERMS OF THE CURRO 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
DATE OF TRANSACTION 28 September 2016
OPTION STRIKE PRICE R42.01
NUMBER OF OPTIONS ALLOCATED 140 200
TOTAL RAND VALUE OF OPTIONS R5 889 802.00
DATE OF SHARE OPTION ACCEPTANCE 19 October 2016
STRIKE DATE OF OPTIONS 28 September 2018,
28 September 2019,
28 September 2020,
28 September 2021 *
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 Direct beneficial
THE TRANSACTION
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
DATE OF TRANSACTION 28 September 2016
OPTION STRIKE PRICE R42.01
NUMBER OF OPTIONS ALLOCATED 95 800
TOTAL RAND VALUE OF OPTIONS R4 024 558.00
DATE OF SHARE OPTION ACCEPTANCE 19 October 2016
STRIKE DATE OF OPTIONS 28 September 2018,
28 September 2019,
28 September 2020,
28 September 2021 *
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 Direct beneficial
THE TRANSACTION
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
DATE OF TRANSACTION 28 September 2016
OPTION STRIKE PRICE R42.01
NUMBER OF OPTIONS ALLOCATED 67 200
TOTAL RAND VALUE OF OPTIONS R2 823 072.00
DATE OF SHARE OPTION ACCEPTANCE 19 October 2016
STRIKE DATE OF OPTIONS 28 September 2018,
28 September 2019,
28 September 2020,
28 September 2021 *
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 Direct beneficial
THE TRANSACTION
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
DATE OF TRANSACTION 28 September 2016
OPTION STRIKE PRICE R42.01
NUMBER OF OPTIONS ALLOCATED 68 800
TOTAL RAND VALUE OF OPTIONS R2 890 288.00
DATE OF SHARE OPTION ACCEPTANCE 19 October 2016
STRIKE DATE OF OPTIONS 28 September 2018,
28 September 2019,
28 September 2020,
28 September 2021 *
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 Direct beneficial
THE TRANSACTION
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
DATE OF TRANSACTION 28 September 2016
OPTION STRIKE PRICE R42.01
NUMBER OF OPTIONS ALLOCATED 22 600
TOTAL RAND VALUE OF OPTIONS R949 426.00
DATE OF SHARE OPTION ACCEPTANCE 19 October 2016
STRIKE DATE OF OPTIONS 28 September 2018,
28 September 2019,
28 September 2020,
28 September 2021 *
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 Direct beneficial
THE TRANSACTION
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, 24 June 2016, which financial assistance
exceeds 1/10 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
19 October 2016
Sponsor
PSG Capital
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