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CURRO HOLDINGS LIMITED - Exercise of Options by and Award of Options to Directors and Company Secretary

Release Date: 19/10/2016 16:30
Code(s): COH     PDF:  
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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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