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SUPER GROUP LIMITED - Dealing in securities by directors, company secretary and a director of major subsidiaries

Release Date: 31/08/2017 17:35
Code(s): SPG     PDF:  
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Dealing in securities by directors, company secretary and a director of major subsidiaries

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group”)

DEALING IN SECURITIES BY DIRECTORS, COMPANY SECRETARY AND A DIRECTOR OF
MAJOR SUBSIDIARIES

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that two directors and the company secretary of
   Super Group and one director of major subsidiaries have, in terms of the
   Share Appreciation Right Scheme 2005 (“the Scheme”), been issued shares
   in terms of previously accepted grants that have vested.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All rights have conditions attached and are subject to
  the rules of the Scheme. The Remuneration Committee approved the grants
  and the required clearance in terms of paragraph 3.66 of the Listings
  Requirements was obtained.

  The Scheme supports the principle of aligning management and shareholder
  interests. Performance conditions governing the vesting of these rights
  are intended to be stretching but achievable. The performance conditions
  are related to headline earnings per share increasing by 2% per annum
  above the Consumer Price Inflation Index over the three year performance
  periods ended 30 June 2016 and 30 June 2017. The grants are conditional
  upon the participant remaining employed during the performance period.

  The grants that have vested have been awarded in terms of performance
  conditions for the Financial Years ended 30 June 2016 and 30 June 2017
  and the shares have been issued to the directors.


   Name of director Number of Share  Number of Shares Nature of interest
                    Appreciation     Issued (1)
                    Rights (“SARS”)
   P Mountford               584 546          256 830 Direct, Beneficial
   P Smith (2)               430 744          189 255 Direct, Beneficial

   Date of transfer         28 August 2017
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R22.33
   Strike date              28 August 2017
   Exercise Price of SARS   R39.8300
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2017
Name of director Number of Share  Number of Shares Nature of interest
                 Appreciation     Issued (1)
                 Rights (“SARS”)
P Mountford               215 454            47 061 Direct, Beneficial


Date of transfer         28 August 2017
Nature of transaction    Issue of shares
Class of securities      Ordinary shares
Strike price of SARS     R31.13
Strike date              28 August 2017
Exercise Price of SARS   R39.8300
Vesting date             Following approval by the Remuneration
                         Committee based on the audited results for
                         the year ended 30 June 2017


Name of director Number of Share  Number of Shares Nature of interest
                 Appreciation     Issued (1)
                 Rights (“SARS”)
C Brown                   760 914          169 029 Direct, Beneficial


Date of transfer         29 August 2017
Nature of transaction    Issue of shares
Class of securities      Ordinary shares
Strike price of SARS     R31.13
Strike date              29 August 2017
Exercise Price of SARS   R40.0200
Vesting date             Following approval by the Remuneration
                         Committee based on the audited results for
                         the year ended 30 June 2017

Name of company    Number of Share  Number of Shares Nature of interest
secretary          Appreciation     Issued (1)
                   Rights (“SARS”)
N Redford                    97 832            21 369 Direct, Beneficial


Date of transfer         28 August 2017
Nature of transaction    Issue of shares
Class of securities      Ordinary shares
Strike price of SARS     R31.13
Strike date              29 August 2017
Exercise Price of SARS   R39.83
Vesting date             Following approval by the Remuneration
                         Committee based on the audited results for
                         the year ended 30 June 2017


(1)   The number of shares issued is calculated by the total gain on the
      SARS, which is the difference between the strike price and the
      exercise price multiplied by the number of SARS. The gain is then
        divided by the exercise price to determine the number of shares
        issued.
  (2)   Philip Smith is a director of Super Group Trading (Pty) Ltd and
        Super Group Africa (Pty) Ltd.

2. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   Super Group advises that it has been informed of the following dealings
   in its shares:


   Director                   Peter Mountford
   Company                    Super Group
   Date of transaction        28 August 2017
   Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      8 666
   Highest Price              R40.2440
   Lowest Price               R39.8000
   Volume Average Weighted
   Price                      R39.9084
   Total value of
   transaction                R345 846.60

   Director                   Peter Mountford
   Company                    Super Group
   Date of transaction        30 August 2017
   Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      265 848
   Highest Price              R39.3500
   Lowest Price               R38.8000
   Volume Average Weighted
   Price                      R39.1062
   Total value of
   transaction                R10,396,303.48

   Director                   Peter Mountford
   Company                    Super Group
   Date of transaction        31 August 2017
   Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      29 377
   Highest Price              R40.06
   Lowest Price               R39.80
   Volume Average Weighted
   Price                      R39.9625
   Total value of
   transaction                R1,173,978
Director                   Colin Brown
Company                    Super Group
Date of transaction        29 August 2017
Nature of transaction      Sale of shares on market
Nature of interest         Direct, beneficial
Class of securities        Ordinary shares
Clearance to deal          Yes
Number of shares sold      169 029
Highest Price              R38.5000
Lowest Price               R38.5000
Volume Average Weighted
Price                      R38.5000
Total value of
transaction                R6 507 616.50

Company secretary          Nigel Redford
Company                    Super Group
Date of transaction        31 August 2017
Nature of transaction      Sale of shares on market
Nature of interest         Direct, beneficial
Class of securities        Ordinary shares
Clearance to deal          Yes
Number of shares sold      21 369
Highest Price              R40.35
Lowest Price               R39.55
Volume Average Weighted
Price                      R40.1258
Total value of
transaction                R857 447.75


The transactions are not a reflection of their views on the Group and
simply portfolio re-balancing.

Director                   Philip Smith
Company                    Super Group
Date of transaction        28 August 2017
Nature of transaction      Sale of shares on market
Nature of interest         Direct, beneficial
Class of securities        Ordinary shares
Clearance to deal          Yes
Number of shares sold      139 225
Highest Price              R39.6500
Lowest Price               R39.1200
Volume Average Weighted
Price                      R39.3328
Total value of
transaction                R5 476 105.52

Director                   Philip Smith
Company                    Super Group
Date of transaction        29 August 2017
Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      21 912
   Highest Price              R39.0600
   Lowest Price               R39.0000
   Volume Average Weighted
   Price                      R39.0226
   Total value of
   transaction                R855 062.52

   Director                   Philip Smith
   Company                    Super Group
   Date of transaction        30 August 2017
   Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      28 118
   Highest Price              R39.0100
   Lowest Price               R39.0000
   Volume Average Weighted
   Price                      R39.0019
   Total value of
   transaction                R1 096 656.00


  The required clearance per paragraph 3.66 of the Listings Requirements
  was obtained.


Sandton
31 August 2017
Sponsor: Deutsche Securities (SA) Proprietary Limited

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