HUGE GROUP LIMITED - Conclusion of Executive Option Agreements

Conclusion of Executive Option Agreements

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


CONCLUSION OF EXECUTIVE OPTION AGREEMENTS

Shareholders of Huge (Shareholders) are advised that the Company has
concluded Executive Option Agreements with James Herbst (the Chief
Executive Officer), Andrew Openshaw (the Chief Operating Officer)
and Samantha Sequeira (the Chief Financial Officer), collectively, the
Executive Directors. The Executive Option Agreements were concluded
on 29 August 2019 (the Effective Date) and are subject to the approval
of Shareholders. Each Executive Option Agreement contemplates the
granting by the Company to the Executive Director of a right to
subscribe for a number of ordinary shares in the Company at a strike
price equal to the 30-day volume-weighted average price (VWAP) of a
Huge Group ordinary share on the Effective Date (the Options). The
Options contemplated in each Executive Option Agreement, if
approved by Shareholders, will vest in the respective Executive Director
in three equal annual tranches commencing on 1 March 2020.

Each Executive Option Agreement is subject to Shareholder approval
on the following basis:
•     The passing of an ordinary resolution by 75% of the Shareholders
      present and voting at a general meeting of the Shareholders; and
•     regulatory approvals required by the JSE Limited (the JSE).

In terms of paragraphs 3.63 to 3.74 of the JSE’s Listings Requirements, the
conclusion of each Executive Option Agreement is regarded as a
director’s dealing. In this regard, the following directors’ dealings have
taken place. Approval to undertake each director’s dealing was
granted by the Lead Independent Non-Executive Director of the
Company, Mr Steve Tredoux:

Name of director:            James Herbst
Name of company:             Huge Group Limited
Type of director:            Executive director
Nature of interest:          Direct beneficial
Class of securities:         Ordinary shares
Nature of transaction:       Acceptance of options granted to
                             subscribe for ordinary shares in terms
                             of the Executive Option Agreements
Number of ordinary shares 7 500 000
underlying the Options:
Option strike price:         R5.31 (Huge’s 30 day VWAP at
                             29 August 2019)
Market value of transaction: R39 825 000
Vesting and expiry dates:    In three annual equal tranches
                             commencing on 1 March 2020, with
                             respective expiry dates of each
                             annual tranche being the last day of
                             February 2025, February 2026 and
                             February 2027
Clearance to deal obtained:  Yes
On/off market transaction:   N/A

Name of director:            Andrew Openshaw
Name of company:             Huge Group Limited
Type of director:            Executive director
Nature of interest:          Direct beneficial
Class of securities:         Ordinary shares
Nature of transaction:       Acceptance of options granted to
                             subscribe for ordinary shares in terms
                             of the Executive Option Agreements
Number of ordinary shares 7 500 000
underlying the Options:
Option strike price:         R5.31 (Huge’s 30 day VWAP at
                             29 August 2019)
Market value of transaction: R39 825 000
Vesting and expiry dates:    In three annual equal tranches
                             commencing on 1 March 2020, with
                             respective expiry dates of each
                             annual tranche being the last day of
                             February 2025, February 2026 and
                             February 2027
Clearance to deal obtained:  Yes
On/off market transaction:   N/A

Name of director:            Samantha Sequeira
Name of company:             Huge Group Limited
Type of director:            Executive director
Nature of interest:          Direct beneficial
Class of securities:         Ordinary shares
Nature of transaction:       Acceptance of options granted to
                             subscribe for ordinary shares in terms
                             of the Executive Option Agreements
Number of ordinary shares 750 000
underlying the Options:
Option strike price:         R5.31 (Huge’s 30 day VWAP at
                             29 August 2019)
Market value of transaction: R3 982 500
Vesting and expiry dates:    In three annual equal tranches
                             commencing on 1 March 2020, with
                             respective expiry dates of each
                             annual tranche being the last day of
                             February 2025, February 2026 and
                             February 2027
Clearance to deal obtained:  Yes
On/off market transaction:   N/A

Johannesburg
30 August 2019

Sponsor
Questco Corporate Advisory (Pty) Ltd

Date: 30/08/2019 03:30:00
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