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THE FOSCHINI GROUP LIMITED - Directors and Company Secretary Dealing in Securities: Acceptance of shares

Release Date: 06/07/2021 12:30
Code(s): TFG     PDF:  
Wrap Text
Directors and Company Secretary Dealing in Securities: Acceptance of shares

THE FOSCHINI GROUP LIMITED
Reg. No.: 1937/009504/06
Code : TFG
ISIN : ZAE000148466
(“TFG” and “Company)

Directors and Company Secretary Dealing in Securities: Acceptance of shares


In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Listings
Requirements, the following should be noted:
-
Name                 :        A E Thunström
Position             :        Executive director – CEO
Date of Acceptance   :        1 July 2021
No. of shares        :        33 180
Class                :        Ordinary shares
Value of transaction :        R5 221 537 based on the closing
                              market price on 1 July 2021 of
                              R157.37
Consideration        :        Nil
Nature of Transaction:        Acceptance of 33 180 TFG shares
                              in terms of and subject to the
                              rules of the Company’s Forfeitable
                              Share Plan 2020
Vesting periods      :        The shares vest in June 2024
                              provided the recipient remains in
                              the group’s employ
Extent of interest   :        Direct Beneficial
-
Name                 :        D B Gedye
Position             :        Director of Foschini Retail Group
                              (Pty) Ltd
Date of Acceptance   :        1 July 2021
No. of shares        :        12 833
Class                :        Ordinary shares
Value of transaction :        R2 019 529 based on the closing
                              market price on 1 July 2021 of
                              R157.37
Consideration        :        Nil
Nature of Transaction:        Acceptance of 12 833 TFG shares
                              in terms of and subject to the
                              rules of the Company’s Forfeitable
                              Share Plan 2020
Vesting periods      :        The shares vest in June 2024
                              provided the recipient remains in
                              the group’s employ
Extent of interest   :        Direct Beneficial
-
Name                 :        G S Naidoo
Position             :        Director of Foschini Retail Group
                              (Pty) Ltd
Date of Acceptance   :        1 July 2021
No. of shares        :        12 833
Class                :        Ordinary shares
Value of transaction :        R2 019 529 based on the closing
                              market price on 1 July 2021 of
                              R157.37
Consideration        :        Nil
Nature of Transaction:        Acceptance of 12 833 TFG shares
                              in terms of and subject to the
                              rules of the Company’s Forfeitable
                              Share Plan 2020
Vesting periods      :        The shares vest in June 2024
                              provided the recipient remains in
                              the group’s employ
Extent of interest   :        Direct Beneficial
-
Name                   :   S A Baird
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   11 573
Class                  :   Ordinary shares
Value of transaction   :   R1 821 243 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 11 573 TFG shares
                           in terms of and subject to the
                           rules of the Company’s Forfeitable
                           Share Plan 2020
Vesting periods        :   The shares vest in June 2024
                           provided the recipient remains in
                           the group’s employ
Extent of interest     :   Direct Beneficial
-
Name                   :   J L Fisher
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   11 573
Class                  :   Ordinary shares
Value of transaction   :   R1 821 243 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 11 573 TFG shares
                           in terms of and subject to the
                           rules of the Company’s Forfeitable
                           Share Plan 2020
Vesting periods        :   The shares vest in June 2024
                           provided the recipient remains in
                           the group’s employ
Extent of interest     :   Direct Beneficial
-
Name                   :   S E Morley
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   8 213
Class                  :   Ordinary shares
Value of transaction   :   R1 292 480 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 8 213 TFG shares
                           in terms of and subject to the
                           rules of the Company’s Forfeitable
                           Share Plan 2020
Vesting periods        :   The shares vest in June 2024
                           provided the recipient remains in
                           the group’s employ
Extent of interest     :   Direct Beneficial
-
Name                   :   D van Rooyen
Position               :   Company secretary
Date of Acceptance     :   1 July 2021
No. of shares          :   5 506
Class                  :   Ordinary shares
Value of transaction   :   R866 479 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 5 506 TFG shares
                           in terms of and subject to the
                              rules of the Company’s Forfeitable
                              Share Plan 2020
Vesting periods        :      The shares vest in June 2024
                              provided the recipient remains in
                              the group’s employ
Extent of interest     :      Direct Beneficial


The following shares have been committed by the executive directors in accordance
with the Minimum Shareholding Requirement (MSR) Policy.

   a) In terms of the MSR Policy, voluntary deferred bonus amounts which may
      represent all or portion of the executive’s bonus can be converted to shares
      (termed FY21 Deferred Shares)and be subjected to the 5 year Holding Period.

   b) In terms of the MSR Policy the voluntary deferred bonus amount will be
      matched by the Company with 40% additional forfeitable restricted shares
      (termed Matched Shares) to vest in 3 years subject to the executive being in
      the Group’s employ. The executive will forfeit the Matched Shares prior to
      the vesting date should the FY21 Deferred Shares no longer be held subject
      to the MSR. The FY21 Deferred Shares would be required to be released by the
      TFG Remuneration Committee at their discretion.

Name                   :     A E Thunström
Position               :     Executive director – CEO
Date of Acceptance     :     1 July 2021
No. of shares          :     33 845
Class                  :     Ordinary shares
Value of transaction   :     R5 326 188 based on the closing
                             market price on 1 July 2021 of
                             R157.37
Consideration        :       Nil
Nature of Transaction:       Acceptance of 33 845 TFG shares
                             (FY21 Deferred Shares) in lieu of
                             a deferred bonus in terms of the
                             MSR policy
Vesting periods        :     The shares are subject to a 5 year
                             holding period and subject to the
                             MSR policy
Extent of interest     :     Direct Beneficial
-
Name                   :      A E Thunström
Position               :      Executive director – CEO
Date of Acceptance     :      1 July 2021
No. of shares          :      13 538
Class                  :      Ordinary shares
Value of transaction   :      R2 130 475 based on the closing
                              market price on 1 July 2021 of
                              R157.37
Consideration        :        Nil
Nature of Transaction:        Acceptance of 13 538 TFG shares
                              (Matched Shares) in terms of and
                              subject to the rules of the Company’s
                              Forfeitable Share Plan 2020 and subject
                              to the FY21 Deferred Shares being held
                              until vesting date
Vesting periods        :      The shares vest in June 2024 provided
                              the recipient remains in the group’s
                              employ
Extent of interest     :      Direct Beneficial
-
Name                   :      G S Naidoo
Position               :      Director of Foschini Retail Group
                              (Pty) Ltd
Date of Acceptance     :      1 July 2021
No. of shares          :      17 459
Class                  :      Ordinary shares
Value of transaction   :      R2 747 523 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 17 459 TFG shares
                           (FY21 Deferred Shares) in lieu of
                           a deferred bonus in terms of the
                           MSR policy
Vesting periods        :   The shares are subject to a 5 year
                           holding period and subject to the
                           MSR policy
Extent of interest     :   Direct Beneficial
-
Name                   :   G S Naidoo
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   6 984
Class                  :   Ordinary shares
Value of transaction   :   R1 099 072 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 6 984 TFG shares
                           (Matched Shares) in terms of and
                           subject to the rules of the Company’s
                           Forfeitable Share Plan 2020 and subject
                           to the FY21 Deferred Shares being held
                           until vesting date
Vesting periods        :   The shares vest in June 2024 provided
                           the recipient remains in the group’s
                           employ
Extent of interest     :   Direct Beneficial
-
Name                   :   S A Baird
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   10 309
Class                  :   Ordinary shares
Value of transaction   :   R1 622 327 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 10 309 TFG shares
                           (FY21 Deferred Shares) in lieu of
                           a deferred bonus in terms of the
                           MSR policy
Vesting periods        :   The shares are subject to a 5 year
                           holding period and subject to the
                           MSR policy
Extent of interest     :   Direct Beneficial
-
Name                   :   S A Baird
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   4 123
Class                  :   Ordinary shares
Value of transaction   :   R648 837 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 4 123 TFG shares
                           (Matched Shares) in terms of and
                           subject to the rules of the Company’s
                           Forfeitable Share Plan 2020 and subject
                           to the FY21 Deferred Shares being held
                           until vesting date
Vesting periods        :   The shares vest in June 2024 provided
                           the recipient remains in the group’s
                           employ
Extent of interest     :   Direct Beneficial
-
Name                   :   J L Fisher
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   5 267
Class                  :   Ordinary shares
Value of transaction   :   R828 868 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 5 267 TFG shares
                           (FY21 Deferred Shares) in lieu of
                           a deferred bonus in terms of the
                           MSR policy
Vesting periods        :   The shares are subject to a 5 year
                           holding period and subject to the
                           MSR policy
Extent of interest     :   Direct Beneficial
-
Name                   :   J L Fisher
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   2 107
Class                  :   Ordinary shares
Value of transaction   :   R331 579 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 2 107 TFG shares
                           (Matched Shares) in terms of and
                           subject to the rules of the Company’s
                           Forfeitable Share Plan 2020 and subject
                           to the FY21 Deferred Shares being held
                           until vesting date
Vesting periods        :   The shares vest in June 2024 provided
                           the recipient remains in the group’s
                           employ
Extent of interest     :   Direct Beneficial
-
Name                   :   S E Morley
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares          :   9 195
Class                  :   Ordinary shares
Value of transaction   :   R1 447 017 based on the closing
                           market price on 1 July 2021 of
                           R157.37
Consideration        :     Nil
Nature of Transaction:     Acceptance of 9 195 TFG shares
                           (FY21 Deferred Shares) in lieu of
                           a deferred bonus in terms of the
                           MSR policy
Vesting periods        :   The shares are subject to a 5 year
                           holding period and subject to the
                           MSR policy
Extent of interest     :   Direct Beneficial
-
Name                   :   S E Morley
Position               :   Director of Foschini Retail Group
                           (Pty) Ltd
Date of Acceptance     :   1 July 2021
No. of shares        :        3 678
Class                :        Ordinary shares
Value of transaction :        R578 807 based on the closing
                              market price on 1 July 2021 of
                              R157.37
Consideration        :        Nil
Nature of Transaction:        Acceptance of 3 678 TFG shares
                              (Matched Shares) in terms of and
                              subject to the rules of the Company’s
                              Forfeitable Share Plan 2020 and subject
                              to the FY21 Deferred Shares being held
                              until vesting date
Vesting periods      :        The shares vest in June 2024 provided
                              the recipient remains in the group’s
                              employ
Extent of interest   :        Direct Beneficial


The abovementioned transactions are off-market transactions and the pre-requisite
clearances were obtained for these transactions.

Cape Town
6 July 2021

Sponsor:
UBS South Africa Proprietary Limited

Date: 06-07-2021 12:30:00
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