FAMOUS BRANDS LIMITED - Clarification Of Share Trading By Director

Clarification Of Share Trading By Director

FAMOUS BRANDS LIMITED
Incorporated in the Republic of South Africa)
Registration number 1969/004875/06)
Share code: FBR
ISIN code: ZAE000053328
“the Company”


CLARIFICATION OF SHARE TRADING BY DIRECTOR


On 15 August 2017 the Company released an announcement on the
Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”)
relating to share trading conducted by a non-executive director
of the Company, J Halamandres (“Halamandres”).

On 16 August 2017 the Company issued a Voluntary Performance
Update, which announcement was approved at a board meeting held
the previous day.     The Voluntary Performance Update had a
negative effect on the Company’s share price performance
following its release.

The Company was approached by the JSE which queried the timing
of the dealing by Halamandres relative to the Voluntary
Performance Update.     Subsequent to this, the Company and
Halamandres have engaged with the JSE on the issue.

The JSE has concluded that neither the Company nor Halamandres
breached the JSE Listings Requirements but requested the Company
to issue an announcement to correct perception and speculation
in the market around the share trades.

Halamandres entered into a transaction in 2015 with a finance
institution in terms of which Halamandres pledged 150 000 shares
as security for a loan. In terms of the agreement Halamandres
had an option to settle the indebtedness either by shares or by
cash, which notice was required to be given 30 business days
prior to 11 August 2017 failing which it was deemed that the
indebtedness would be settled by the sale of shares option. The
price was pre-determined in the 2015 agreement, being the volume
weighted average price in the ten trading days prior to the
repayment date, which was three business days following 11
August 2017.

On 17 July 2017, notwithstanding the deeming provision referred
to above, Halamandres advised the finance institution that the
indebtedness would be settled by the share trade option.
The request for approval and the approval in terms of the Company
policy and the JSE Listings Requirements was made and given on
4 August 2017 based on the above facts.

The JSE has advised the company that the date of the transaction
as envisaged by 3.63(b)(iii) of the Listings Requirements was
the 17 July 2017 when the transaction was effected and not the
date that the actual transaction took place, notwithstanding
that the information in terms of 3.63(b)(iv) could not at that
time be provided. Accordingly, the JSE advised the Company that
Halamandres should have notified the Company of the transaction
and sought approval for the transaction prior to his advising
the financial institution of his option election on 17 July
2017.

This clarification is issued at the request of the JSE.


Midrand
7 December 2017

Sponsor
The Standard Bank of South Africa Limited

Date: 07/12/2017 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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