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Dealings in Securities and Acceptance by a Director and Prescribed Officers of Share Appreciation Rights
CAPITEC BANK HOLDINGS LIMITED
Registration Number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Share Code: CPI
ISIN Number: ZAE000035861
(“Capitec” or “the Company”)
DEALINGS IN SECURITIES AND ACCEPTANCE BY A DIRECTOR AND PRESCRIBED OFFICERS
OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF A SHARE INCENTIVE PLAN
Select executive directors and prescribed officers of the Company
(“participants”) were granted share appreciation rights in terms of a share
incentive plan (“Plan”) which falls outside of the ambit of schedule 14 of
the JSE Limited Listings Requirements (“JSE Listings Requirements”). The
granting and eventual vesting of the share appreciation rights in terms of
the Plan are subject to the participants investing all or a portion of their
after-tax annual cash bonus in Capitec ordinary shares (“Shares”)
(“Cash Bonus Shares”). Should such participants dispose of any Cash Bonus
Shares within a three-year period from acquisition, the grant of the share
appreciation rights will be reduced proportionately. Following the exercise
of the share appreciation rights, such rights will be settled by Capitec
Bank Limited (“Capitec Bank”), the wholly-owned subsidiary of the Company,
solely by way of Shares purchased in the market for direct delivery to the
participants in order to ensure that there is no dilution of shareholding,
and only where the Company or Capitec Bank, as may be applicable, is not
prohibited from doing so in terms of the JSE Listings Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements,
the following information relating to the dealings in securities and
acceptance of share appreciation rights, granted in terms of the Plan, by a
director and prescribed officers, is disclosed:
DEALINGS IN SECURITIES
1.
NAME OF DIRECTOR NS Mashiya (1)
NAMES OF PRESCRIBED OFFICERS R Butler (2)
F Viviers (3)
A Baloyi (4)
COMPANY OF WHICH A DIRECTOR OR Capitec Bank Holdings Limited (1-4)
PRESCRIBED OFFICER
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director (1)
NATURE OF TRANSACTIONS Purchase (1-4)
(on-market transactions)
CLASS OF SECURITIES Ordinary shares (1-4)
DATE OF TRANSACTIONS 19 April 2022 (1-4)
NUMBER OF SECURITIES TRANSACTED 898 (1)
706 (2)
650 (3)
221 (4)
PRICE PER SECURITY (RAND) R2,133.32 (1-4)
TOTAL RAND VALUE OF SECURITIES R1,915,721.36 (1)
TRANSACTED R1,506,123.92 (2)
R1,386,658.00 (3)
R471,463.72 (4)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial (1-4)
THE TRANSACTIONS
2.
NAME OF DIRECTOR NS Mashiya
COMPANY OF WHICH A DIRECTOR Capitec Bank Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive Director
NATURE OF TRANSACTION Transfer of shares by NS (1)
Mashiya to Jeislo
Investments (Pty) Ltd,
an associate of the director (2)
(Off-market transaction)
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
NUMBER OF SECURITIES TRANSACTED 898
DATE OF TRANSACTION 19 April 2022
PRICE PER SECURITY (RAND) R2,133.32
TOTAL RAND VALUE OF SECURITIES R1,915,721.36
TRANSACTED
RELATIONSHIP WITH DIRECTOR Director of associate (2)
NATURE AND EXTENT OF THE Direct, beneficial (1)
DIRECTOR’S INTEREST IN THE
TRANSACTION Indirect, beneficial (2)
ACCEPTANCE BY A DIRECTOR AND PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS
GRANTED IN TERMS OF THE PLAN
NAME OF DIRECTOR NS Mashiya (1)
NAMES OF PRESCRIBED OFFICERS R Butler (2)
F Viviers (3)
A Baloyi (4)
COMPANY OF WHICH A DIRECTOR OR Capitec Bank Holdings Limited (1-4)
PRESCRIBED OFFICER
STATUS: EXECUTIVE/NON-EXECUTIVE Executive (1)
CLASS OF SECURITIES Share appreciation rights to (1-4)
acquire Shares on a
net-settlement basis
NATURE OF TRANSACTIONS Acceptance of share (1-4)
appreciation rights granted
in terms of the Plan. Following
exercise, the share appreciation
rights will be settled through net
settlement, solely by way of the
purchase of Shares in the market for
direct delivery to the participant.
(off-market transactions)
DATES OF ACCEPTANCE 14 April 2022 (1)
12 April 2022 (2)
12 April 2022 (3)
20 April 2022 (4)
STRIKE PRICE R 2,067.19 (1-4)
(which price will reduce by 5% for
every year up to 10 years during which
the participant remains in the employ
of the Company)
NUMBER OF SHARE APPRECIATION 5,059 (1)
RIGHTS GRANTED 3,978 (2)
3,659 (3)
1,248 (4)
, subject to reduction if Cash Bonus
Shares are sold within a 3-year period
of their acquisition
STRIKE DATES OF SHARE The date of public (1-4)
APPRECIATION RIGHTS announcement of the annual
financial results on SENS
in each of 2026, 2028,
2030 and 2032
PERIOD OF EXERCISE The share appreciation (1-4)
rights mature in tranches
of 25% each on the fourth,
sixth, eight and tenth
anniversaries of the grant
date and the participant
has until the end of the
exercise period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be (1-4)
UPON EXERCISE settled will be determined
upon exercise and will be
equal to the growth in market
value of Shares in excess of
the Strike Price, which price
will reduce by 5% for every
year up to 10 years during
which the participant remains
in the employ of the Company,
for all share appreciation
rights exercised, less applicable
income tax, divided by the market
price at the time of exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on exercise
b= strike price (reduced by 5% per
annum for every year up to 10
years during which participants
remain in the employ of the
company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation rights
being exercised.
NATURE AND EXTENT OF THE Direct, beneficial (1-4)
DIRECTOR’S INTEREST IN THE
TRANSACTIONS
Clearance for the above was obtained in accordance with paragraph 3.66 of
the JSE Listings Requirements.
20 April 2022
Stellenbosch
Sponsor
PSG Capital
Date: 20-04-2022 04:55:00
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