OCEANA GROUP LIMITED - Oceana Group Limited 2013 Share Plan: Dealing in securities

Release Date: 26/03/2018 17:00
Code(s): OCE
 
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Oceana Group Limited 2013 Share Plan:  Dealing in securities

OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
(“Oceana” or “the Company”)

OCEANA GROUP LIMITED 2013 SHARE PLAN: DEALING IN SECURITIES

In compliance with paragraphs 3.63 – 3.74 of the Listings Requirements of JSE Limited (“the
JSE”), shareholders are advised that the Company has offered the following Performance
Vesting Share Appreciation Rights (“SARs”) and Performance Vesting Shares (“PVS”) to the
following directors of the Company, the Company Secretary and directors of major
subsidiaries of the Company (“the Participants”), as set out below.

The offers were accepted on 26 March 2018.

SARs are allocated at an allocation price equal to the volume weighted average price of an
Oceana Group share on the JSE over the 30 trading days immediately prior to the Offer Date
(“the Allocation Price”). Provided that the performance criteria are met, one-third of the SARs
allocation will vest on each of the third, fourth and fifth anniversary dates of the Offer Date (in
terms of the performance criteria, the number of SARs vesting in relation to the full number
allocated is progressively reduced if company financial performance targets are not met).

The Participants may elect to delay exercise of the SARs to some future date not exceeding
the seventh anniversary of the Offer Date. The value of the SARs which a Participant may
exercise will be calculated with reference to the difference between the volume weighted
average price of an Oceana Group share on the JSE over the 30 trading days immediately
prior to the date on which a Participant exercises his SARs and the Allocation Price. In terms
of the rules of the Share Plan the Company, at its sole and absolute discretion, can decide to
settle the SARs to the Participant in Oceana Group shares or in cash. In respect of the SARs
allocations disclosed below the Company has decided to settle the SARs in cash.

PVS are conditionally awarded with the final number settled after three years from the Offer
Date dependent on the performance criteria set being met. The number of shares to be settled
will range from 0% to 300% of the conditional award. The determined number of PVS will be
settled to the Participant in Oceana Group shares or in cash, at the Company’s sole and
absolute discretion.


The SARS and PVS offered may be summarised as follows:

 Name                    Position                           No of SARS       No of PVS’ awarded
                                                              allocated
 I Soomra                Director                                34 700                     9 600
 N Teyise                Director of a major                     21 700                     6 000
                         subsidiary
 L De Waal               Director of a major                      25 500                    7 100
                         subsidiary
 S Salie                 Director of a major                      24 600                    6 800
                         subsidiary
 J Hurn                  Director of a major                       8 000                    1 900
                         subsidiary
 JM Marais               Company secretary                         6 200                    1 500
The following are applicable to the above:

- Class of underlying security to which      Ordinary shares
  rights attach
- SARs Allocation Price per share            R 82.27
- PVS Award Price per share                  R nil (not applicable)
- Nature of transaction                      Off-market allocation of SARs and PVS
- SARS vesting period                        One-third of allocation on each of the third,
                                             fourth and fifth anniversary dates of the Offer
                                             Date
- PVS vesting period                         Third anniversary of the Offer Date
- Nature of interest                         Direct beneficial


In accordance with section 3.66 of the Listings Requirements the necessary clearance was
obtained to offer the abovementioned SARS and PVS.

26 March 2018
Cape Town

Sponsor - South Africa:
The Standard Bank of South Africa Limited

Sponsor Namibia:
Old Mutual Investment Services (Namibia) Proprietary Limited

Date: 26/03/2018 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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