IMPERIAL HOLDINGS LIMITED - Award of Rights in Terms of Imperial Share Incentive Schemes

Release Date: 05/12/2018 16:00
Code(s): IPL
Wrap Text
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”)


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

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
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

Sponsor: Merrill Lynch South Africa (Pty) Limited

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