OCEANA GROUP LIMITED - Oceana Group Limited 2013 Share Plan: Dealings in Securities

Oceana Group Limited 2013 Share Plan: Dealings in Securities

Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration number 1939/001730/06)
JSE Share: OCE
NSX Share Code: OCG
ISIN Number: ZAE000025284
(“Oceana Group” or “the Company”)


OCEANA GROUP LIMITED 2013 SHARE PLAN (SHARE PLAN): DEALINGS IN
SECURITIES

In compliance with paragraphs 3.63 – 3.74 of the Listings
Requirements of JSE Limited (“the JSE”), shareholders are
advised that the Company has offered the following Performance
Vesting Share Appreciation Rights (“SARs”) and Performance
Vesting Shares (“PVS”) to the following directors of the
Company, the Company Secretary and directors of major
subsidiaries of the Company (“the Participants”), as set out
below.

The offers were accepted on 25 February 2019.

SARs are allocated at an allocation price equal to the volume
weighted average price of Oceana Group shares on the JSE over
the 30 trading days immediately prior to the offer date of 13
February 2019 (“Offer Date”) (“the Allocation Price”).
Provided that the performance criteria are met, one-third of
the SARs allocation will vest on each of the third, fourth and
fifth anniversary dates of the Offer Date (in terms of the
performance criteria, the number of SARs vesting in relation
to the full number allocated is progressively reduced if the
Company’s financial performance targets are not met).

The Participants may elect to delay the exercise of the SARs
to some future date not exceeding the seventh anniversary of
the Offer Date. The value of the SARs which a Participant may
exercise will be calculated with reference to the difference
between the volume weighted average price of Oceana Group
shares on the JSE over the 30 trading days immediately prior
to the date on which a Participant exercises his/her SARs and
the Allocation Price. In terms of the rules of the Share Plan,
the Company, at its sole and absolute discretion, can decide
to settle the SARs allocated to the Participant in Oceana
Group shares or in cash. In respect of the SARs allocations
disclosed below, the Company has decided to settle the SARs in
cash.

PVS are conditionally awarded with the final number settled
after three years from the Offer Date dependent on the
performance criteria set being met. The number of shares to be
settled will range from 0% to 300% of the conditional award.
The determined number of PVS will be settled to the
Participant in Oceana Group shares or in cash, at the
Company’s sole and absolute discretion.

The SARS and PVS offered may be summarised as follows:

Name          Position             No of SARS       No of PVS
                                   allocated        awarded

I Soomra      Director             87 400           30 600
L De Waal     Director of a
              major subsidiary     30 300           8 400
S Salie       Director of a
              major subsidiary     29 000           8 000
J Hurn        Director of a
              major subsidiary     14 900           3 600
JM Marais     Company Secretary    17 000           4 700

The following are applicable to the above:

-   Class of underlying           Ordinary shares
    security to which
    rights attach
-   SARs Allocation Price per     R 73.79
    share
-   PVS Award Price per share     R nil (not applicable)
-   Nature of transaction         Off-market allocation of SARs
                                  and PVS
-   SARS vesting period           One-third of allocation on
                                  each of the third,
                                  fourth and fifth anniversary
                                  dates of the Offer Date
-   PVS vesting period            Third anniversary of the
                                  Offer Date
-   Nature of interest            Direct beneficial

In accordance with section 3.66 of the JSE Listings
Requirements the necessary clearance was obtained for the
offer and acceptance of the abovementioned SARS and PVS.

25 February 2019
Cape Town

Sponsor
The Standard Bank of South Africa Limited

Namibian Sponsor
Old Mutual Investment Services (Namibia) Proprietary Limited

Date: 25/02/2019 04:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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