HUGE GROUP LIMITED - CANCELLATION OF S403368 Dealings in securities by a director of a major subsidiary and associates of directors of a major subsidiary

Release Date: 14/08/2018 15:43
Code(s): HUG
 
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CANCELLATION OF S403368 Dealings in securities by a director of a major subsidiary and associates of directors of a major subsidiary

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(Huge or the Company)


DEALINGS IN SECURITIES BY A DIRECTOR OF A MAJOR SUBSIDIARY AND
ASSOCIATES OF DIRECTORS OF A MAJOR SUBSIDIARY

In March 2017, Huge acquired 100% of the shares in ConnectNet
Broadband Wireless Proprietary Limited (subsequently re-named “Huge
Connect”) (the Acquisition). Huge Connect is a major subsidiary of
Huge in terms of the Listings Requirements of the JSE Limited (Listings
Requirements).

Pursuant to the Acquisition, the existing shareholders of Huge Connect
(the Vendors) provided Huge with a profit warranty (the Profit Warranty)
in favour of Huge in respect of the 2018, 2019 and 2020 financial years.
The Vendors were of the opinion that it was important to provide
certain directors and employees of, and consultants to, the Huge
Connect group with incentives that would assist the Vendors in their
efforts to achieve the Profit Warranty. As such, and concurrently with
the Acquisition, the Vendors established The ConnectNet Incentive
Scheme (the Scheme) and donated Huge shares to the ConnectNet
Incentive Trust (the Trust) to be held for the benefit of certain identified
share beneficiaries (the Share Beneficiaries).

A significant portion of the Huge shares held by the Trust will be
allocated to Share Beneficiaries on a pre-determined basis on pre-
determined dates (each an Allocation Date). As soon as reasonably
possible after each Allocation Date, the Share Beneficiaries have the
option of acquiring a vested right to the Huge shares allocated to them
for no consideration. On acceptance by the Share Beneficiary of such
allocation, the Huge shares will vest in the Share Beneficiary
concerned.

All of the trustees of the Trust are directors of Huge Connect, a major
subsidiary of the Group, and in terms of the Listings Requirements, the
Trust is an associate of these directors. Accordingly, as and when Huge
shares vest in Share Beneficiaries, this will constitute a disposal of Huge
shares by an associate of directors of a major subsidiary.

Furthermore, as and when Huge shares vest in a director and/or
associate of a director of Huge Connect in terms of the Scheme, this
shall constitute an acquisition of Huge shares by a director of a major
subsidiary.
Shareholders are therefore advised that, in terms of the Scheme, 131
226 Huge shares have now been allocated to, and vested in, Share
Beneficiaries.

Accordingly, in compliance with paragraph 3.63 of the Listings
Requirements, the following dealings by directors of a major subsidiary
and/or their associates, are disclosed:

Disposal by the Trust, an associate of directors of a major subsidiary:

Name of associate:              The ConnectNet Share Trust
Name of the director/s and      Associate of the following directors of
relationship information:       Huge Connect, by virtue of the fact
                                that they constitute all of the trustees
                                of the Trust:
                                    - E Van Heerden;
                                    - S Oberholzer;
                                    - K Sinclair; and
                                    - A Lessing.
Nature of interest:             Direct non-beneficial
Date of transaction:            13 August 2018
Class of securities:            Ordinary shares
Nature of transaction:          Off-market disposal
Number of shares vested in      131 226 shares
Share Beneficiaries in terms of
the Scheme:
Price per share:                R0
Market value per share:         R9.50
Market value of transaction:    R1 276 647
Clearance to deal obtained:     Yes

Acquisitions by a director of a major subsidiary and an associate of a
director of a major subsidiary:

Name of director:                K Schmulian
Name of company:                 Huge Connect
Nature of interest:              Direct beneficial
Date of transaction:             13 August 2018
Class of securities:             Ordinary shares
Nature of transaction:           Off-market acquisition
Number of shares vested in       10 014 shares
terms of the Scheme:
Price per share:                 R0
Market value per share:          R9.50
Market value of transaction:     R95 133
Clearance to deal obtained:      Yes

Name of director:                A Lessing
Name of company:                 Huge Connect
Name of associate:               CJE Lessing
Relationship to director:        Spouse
Nature of interest:              Direct beneficial
Date of transaction:             13 August 2018
Class of securities:             Ordinary shares
Nature of transaction:           Off-market acquisition
Number of shares vested in       10 038 shares
terms of the Scheme:
Price per share:                 R0
Market value per share”          R9.50
Market value of transaction:     R95 361
Clearance to deal obtained:      n/a

Following the publication of the Renewal of the Cautionary
Announcement published on SENS on Monday, 6 August 2018, the
Company is in a closed period. Accordingly, an application for
dispensation was made to the JSE in respect of the allocations due in
terms of the Scheme. In terms of paragraph 3.70 of the Listings
Requirements, the JSE has granted such waiver to the Trust to offer, and
the above-mentioned directors (and/or their associates) to accept,
the allocations, notwithstanding that the Company is in a closed
period, having regard to the fact that the allocation dates are
predetermined and accordingly the Trust and the beneficiaries
concerned, have no discretion in the transaction.

Johannesburg
14 August 2018


Sponsor
Questco Corporate Advisory (Pty) Ltd

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