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Dealing in securities by directors pursuant to long-term share incentive schemes
Spur Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/000828/06)
Share code: SUR
ISIN: ZAE 000022653
(“Spur Corporation” or “the Company”)
Dealing in Securities by Directors pursuant to Long-term Share Incentive Schemes
On 4 December 2015, at the annual general meeting of the Company, shareholders approved two
long-term share incentive schemes. Details of the second tranch of awards granted in terms of these
schemes are detailed below.
Spur Group Forfeitable Share Plan (“FSP”)
In terms of paragraph 3.63 to 3.74 of the JSE Limited (“JSE”) Listing Requirements, shareholders are
advised that the following director of a major subsidiary and executive directors, as well as the
Company secretary, of Spur Corporation were awarded shares in the Company in terms of the FSP
on 3 April 2017. The shares were accepted by the participants in question on the date the shares
were traded, the salient details of which are set out below:
Name: Pierre van Tonder
Designation: Executive Director
Number of forfeitable shares awarded: 15 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 3 April 2017: Refer note 1
Value of transaction: R504 297
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Name: Mark Farrelly
Designation: Executive Director
Number of forfeitable shares awarded: 10 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 3 April 2017: Refer note 1
Value of transaction: R336 198
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Name: Ronel van Dijk
Designation: Executive Director
Number of forfeitable shares awarded: 10 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 3 April 2017: Refer note 1
Value of transaction: R336 198
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Name: Kevin Robertson
Designation: Director of major subsidiary
Number of forfeitable shares awarded: 10 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 3 April 2017: Refer note 1
Value of transaction: R336 198
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Name: Nazrana Hawa
Designation: Company secretary
Number of forfeitable shares awarded: 4 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 3 April 2017: Refer note 1
Value of transaction: R134 479
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Spur Group Share Appreciation Rights (“SAR”) Scheme
In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, details of the following grants and acceptances of equity-settled SARs, which were
awarded in terms of the SAR Scheme on 3 April 2017, should be noted:
Name: Pierre van Tonder
Designation: Executive Director
Number of SARs awarded: 533 546
Strike price of SARs awarded (per right): R33.15 (being 10-day volume-weighted average
price at 10 March 2017)
Consideration Nil
Grant date fair value of SAR (per right): R5.36
Value of transaction: R2 859 807
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Mark Farrelly
Designation: Executive Director
Number of SARs awarded: 460 790
Strike price of SARs awarded (per right): R33.15 (being 10-day volume-weighted average
price at 10 March 2017)
Consideration Nil
Grant date fair value of SAR (per right): R5.36
Value of transaction: R2 469 833
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Ronel van Dijk
Designation: Executive Director
Number of SARs awarded: 388 034
Strike price of SARs awarded (per right): R33.15 (being 10-day volume-weighted average
price at 10 March 2017)
Consideration Nil
Grant date fair value of SAR (per right): R5.36
Value of transaction: R2 079 860
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Kevin Robertson
Designation: Director of major subsidiary
Number of SARs awarded: 315 277
Strike price of SARs awarded (per right): R33.15 (being 10-day volume-weighted average
price at 10 March 2017)
Consideration Nil
Grant date fair value of SAR (per right): R5.36
Value of transaction: R1 689 886
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Note 1 – Market price of FSP shares on 3 April 2017:
- Volume-weighted average R33.6198 per share
- High R34.25 per share
- Low R32.59 per share
- No. of shares traded 3 April 2017 182 206
- Value of shares traded 3 April 2017 R6 125 734
Note 2 – FSP vesting period:
The shares awarded on 3 April 2017 to the FSP participants are held on behalf of these participants in
escrow until the vesting date of 2 April 2020, subject to the fulfilment of the vesting criterion. During
this vesting period, these participants are not entitled to dividends or to exercise any voting rights
attached to the shares awarded. The vesting criterion is that each participant remains in the fulltime
gainful employment of the group for the duration of the vesting period. Subsequent to 2 April 2020,
provided the vesting criterion is fulfilled, these participants become unconditionally entitled to full direct
beneficial ownership of the shares awarded (including the right to receive dividends and exercise any
votes attached to the shares), but they will remain contractually bound to retain ownership of the
shares for a further two-year period to 1 April 2022.
Note 3 – SAR Scheme number of shares and vesting period:
For each SAR awarded, the SAR Scheme participant is entitled to obtain the number of fully paid-for
shares equivalent in value to the increase in the Company’s share price from the strike price to the 10-
day volume-weighted average share price of the Company’s share on 2 April 2020, subject to the
performance criteria being applied. Upon vesting on 2 April 2020, these participants will enjoy full
direct beneficial ownership of the shares, but they will remain contractually bound to retain ownership
of the shares for a further two-year period to 1 April 2022.
Note 4 – SAR Scheme performance criteria:
In order for SAR Scheme participants to benefit from the rights awarded, they need to remain in the
fulltime gainful employment of the group for the initial vesting period to 2 April 2020. The group will
also need to maintain a 15% return on equity for the initial vesting period. In addition, a sliding scale
of between 0% and 100% of the rights will vest with these participants where the group’s comparable
headline earnings per share increases by between 0% and CPI (Consumper Price Index) +4% per
annum over the initial vesting period.
Cape Town
4 April 2017
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
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