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Dealing in securities 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 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 third tranche 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 Company secretary of Spur Corporation was awarded shares in the Company in
terms of the FSP on 26 November 2018. The shares were accepted by the participant in question on
the date the shares were traded, the salient details of which are set out below:
Name: Nazrana Hawa
Designation: Company secretary
Number of forfeitable shares awarded: 4 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 26 November 2018: Refer note 1
Value of transaction: R89 749
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 to a director of
a major subsidiary, executive directors of the Company, and the Company secretary of Spur
Corporation, which were awarded in terms of the SAR Scheme on 26 November 2018, should be
noted:
Name: Pierre van Tonder
Designation: Executive Director
Number of SARs awarded: 963 582
Strike price of SARs awarded (per right): R23.13 (being 10-day volume-weighted average
price at 2 November 2018)
Consideration Nil
Grant date fair value of SAR (per right): R4.91
Value of transaction: R4 731 188
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: 495 703
Strike price of SARs awarded (per right): R23.13 (being 10-day volume-weighted average
price at 2 November 2018)
Consideration Nil
Grant date fair value of SAR (per right): R4.91
Value of transaction: R2 433 902
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: Phillip Matthee
Designation: Executive Director
Number of SARs awarded: 403 439
Strike price of SARs awarded (per right): R23.13 (being 10-day volume-weighted average
price at 2 November 2018)
Consideration Nil
Grant date fair value of SAR (per right): R4.91
Value of transaction: R1 980 885
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: 329 126
Strike price of SARs awarded (per right): R23.13 (being 10-day volume-weighted average
price at 2 November 2018)
Consideration Nil
Grant date fair value of SAR (per right): R4.91
Value of transaction: R1 616 009
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: Nazrana Hawa
Designation: Company Secretary
Number of SARs awarded: 38 067
Strike price of SARs awarded (per right): R23.13 (being 10-day volume-weighted average
price at 2 November 2018)
Consideration Nil
Grant date fair value of SAR (per right): R4.91
Value of transaction: R186 909
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 26 November 2018:
- Volume-weighted average R22.4374 per share
- High R22.50 per share
- Low R22.01 per share
- No. of shares traded 26 November 2018 17 657
- Value of shares traded 26 November 2018 R396 177
Note 2 – FSP vesting period:
The shares awarded on 26 November 2018 to the FSP participants are held by the group on behalf of
these participants in escrow until the vesting date of 25 November 2021, 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 25 November 2021, 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 24 November
2023.
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 25 November 2021, subject to
the performance criteria (refer note 4) being applied. Upon vesting on 25 November 2021, 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 24 November 2023.
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 25 November 2021. The
number of rights that vest shall be calculated as: Number of SARS awarded x return on equity factor x
adjusted headline earnings per share factor x personal performance factor, where:
1) a factor of a sliding scale of between 0% and 100% of the rights will vest where the group’s
return on equity (as published in its financial results) is between 12.75% and 17.25% in the
year of vesting;
2) a factor of a sliding scale of between 33.3% and 100% of the rights will vest where the group’s
adjusted headline earnings per share increases by between CPI (Consumper Price Index) and
CPI+6% per annum over the initial vesting period (no rights will vest where growth is below
CPI) ; and
3) between 0% and 100% of the rights will vest based on the participant’s personal performance
rating in the year of vesting.
Cape Town
27 November 2018
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 27/11/2018 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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