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Award of Rights in Terms of Imperial Share Incentive Schemes
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1946/021048/06
ISIN: ZAE000067211
Share code: IPL
(‘Imperial’ or “Company”)
AWARD OF RIGHTS IN TERMS OF IMPERIAL SHARE INCENTIVE SCHEMES
In compliance with the Listings Requirements of the JSE Limited the following
information is provided:
Imperial has awarded Deferred Bonus Plan (DBP) and Conditional Share Plan
(CSP) rights to its executive directors and directors of material
subsidiaries as set out below. These awards are in respect of the 2018
financial year as disclosed in the Integrated Annual Report, which
allocations had been deferred until after completion of the unbundling of
Motus Holdings Limited.
DBP rights entitle the director to commit an equal number of Imperial shares
to the scheme, which will be held in escrow until vesting in September 2021.
Upon vesting, Imperial will be obliged to deliver a matching share for each
committed share.
CSP rights will vest in September 2021, 2022 and 2023 and entitle the
director to receive a number of Imperial shares subject to the achievement of
specific cumulative performance conditions determined by the Board as
follows:
Condition Target Weighting
HEPS Compared to Peer group with 30% vesting 35%
if performance is above the lower
quartile and 100% vesting if
performance is in the upper quartile of
the Peer group
Return on Invested 2% over Weighted Average Cost of 20%
Capital Capital. 0% vests if performance is
(ROIC) below target.
Operating Profit Inflation + twice GDP growth in 20%
growth International and SA Divisions, >10%
growth in African Regions, weighted for
the revenue contribution of each
territory. 0% vests if performance is
below target.
Succession planning Must be in place at each vesting date 15%
Board must approve the adequacy of
succession.
Discretionary To assess non-quantifiable performance 10%
over the vesting period
Directors of Imperial Holdings Limited
Name of director Number of DBP Number of CSP Deemed total value
M Akoojee 142 111 460 900 R39,250,000
JG de Beer 76 817 307 267 R25,000,000
M Swanepoel 162 851* - R10,600,000
Directors of material subsidiaries
Name of director Number of DBP Number of CSP Deemed total value
H Bicil 32 563 253 495 R18 619 500
N vd Westhuizen 21 985 238 132** R16 931 000
*Vests in 2019
**CSP rights will vest in September 2021 and 2022
All CSP and DBP awards were done off-market effective 30 November 2018 and
the Imperial share price used to calculate the deemed total value of the
awards is R65.09.
In relation to all transactions, prior written approval in terms of paragraph
3.66 of the Listings Requirements was obtained and nature of interest is
direct beneficial.
Company Secretary
RA Venter
5 December 2018
BEDFORDVIEW
Sponsor: Merrill Lynch South Africa (Pty) Limited
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