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MR PRICE GROUP LIMITED - Acceptance of long-term incentives, dealings by the companys share trusts and dealings in the companys securities

Release Date: 02/12/2019 15:00
Code(s): MRP     PDF:  
 
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Acceptance of long-term incentives, dealings by the company’s share trusts and dealings in the company’s securities

Mr Price Group Limited
(Registration number 1933/004418/06)
Incorporated in the Republic of South Africa
ISIN: ZAE000200457
JSE and A2X share code: MRP
(“Mr Price Group” or “Company”)

ACCEPTANCE OF LONG-TERM INCENTIVES, DEALINGS BY THE COMPANY’S SHARE TRUSTS
AND DEALINGS IN THE COMPANY’S SECURITIES

ACCEPTANCE OF LONG-TERM INCENTIVES BY DIRECTORS AND COMPANY SECRETARY

Acceptance of long-term incentives by Directors and Company Secretary
In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following
off-market acceptances of ordinary shares and options in respect of ordinary shares on 26 November
2019.

The routine long-term incentive schemes (LTI’s), which have been approved by shareholders, were
designed to be rolling in nature, such that shares vesting on an annual basis would be replaced by
additional awards. The dealings disclosed herein represent the ‘top up award’ for those LTI’s vesting
in November 2019. The final award made to the Director / Company Secretary is the difference
between the share price and the option strike price multiplied by number of options granted, subject to
meeting additional vesting criteria. If at maturity the share price is less than the option strike price the
option expires out of the money.

Mr Price Executive Director Share Scheme
                                                           
Director         Number of options       Option strike price       Total value of
                 granted                                           transaction
Mark Blair       146 333                 R164.83                   R24,120,068*
Mark Stirton     52 048                  R164.83                   R 8,579,072*
Steve Ellis      23 762                  R164.83                   R3,916,690*

Mr Price Executive Forfeitable Share Plan (EFSP)                                                         
                         
Director         Vanilla      Performance       Total EFSP         Share price         Total value                         
                 award        award             awards             on date of          of
                                                granted            grant               transaction
Mark Blair       13,477       13,477            26,954             R164.83             R4,442,828*
Mark Stirton     4,794        4,794             9,588              R164.83             R1,580,390*
Steve Ellis      2,188        2,188             4,376              R164.83             R721,296*

Company          Vanilla      Performance       Total EFSP         Share price         Total value
Secretary        award        award             awards             on date of          of
                                                granted            grant               transaction
Janis            1,051        1,051             2,102              R 164.83            R 346,473*
Cheadle

Mr Price Executive Share Scheme
                                                    
Company          Number of options       Total value of       Option strike price
Secretary        granted                 transaction
Janis Cheadle    11 408                  R164.83              R1,880,381*

*Total value of transaction is not representative of the future award to be made. The share option value
is based on growth above the option strike price subject to performance hurdles being met.

In respect of the Mr Price Executive Director Share Scheme and Executive Share Scheme:
Share options vest in 5 years, on or about 22 November 2024, at a strike price of R164.83
Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth greater than or equal to CPI+1%: 33% vests, 67% forfeited
- HEPS growth greater than or equal to CPI+2%: 66% vests, 34% forfeited
- HEPS growth greater than or equal to CPI+3%: 100% vests, 0% forfeited
- HEPS growth greater than or equal to CPI+10%: 125% vests
- HEPS growth greater than or equal to CPI+15%: 150% vests

In respect of the EFSP:
Shares vest in 5 years, on or about 22 November 2024, at a strike price of RNil
Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth greater than or equal to CPI+1%: 20% vests, 80% forfeited
- HEPS growth greater than or equal to CPI+2%: 40% vests, 60% forfeited
- HEPS growth greater than or equal to CPI+3%: 60% vests, 40% forfeited
- HEPS growth greater than or equal to CPI+4%: 80% vests, 20% forfeited
- HEPS growth greater than or equal to CPI+5%: 100% vests

The nature of interest in respect of each of the above dealings is direct beneficial, the grant and
acceptances were authorised by the Remuneration and Nominations Committee and clearance to deal
in each instance was obtained from the Chairman.

DEALINGS IN SECURITIES BY THE COMPANY’S SHARE TRUSTS

Shareholders are advised that the Mr Price Executive Director Share Trust and the Mr Price Executive
Share Trust have, with prior clearance, effected an on-market purchase of a total of 36,964 ordinary
shares on behalf of senior members of Mr Price Group participating in the Executive Forfeitable Share
Plan (“EFSP”) to fulfil share awards granted to these participants under the EFSP.

These ordinary shares are held in trust on behalf of participants, who themselves receive the voting
rights and dividends during the vesting period. Such shares are restricted until all vesting criteria are
fulfilled, whereupon the ordinary shares shall vest. To the extent that the vesting criteria are not
fulfilled, the share awards are forfeited.

Share Trust:                                    Mr Price Executive Director Share Trust
Date of transaction:                            26 November 2019
Number of shares:                               26,457
Volume weighted average price per share:        R178.6585
Highest prices traded:                          R178.90
Lowest prices traded:                           R178.14
Total value of transaction:                     R4,726,767.93
Nature of interest:                             Direct, non-beneficial

Share Trust:                                    Mr Price Executive Share Trust
Date of transaction:                            26 November 2019
Number of shares:                               10,507
Volume weighted average price per share:        R178.6585
Highest prices traded:                          R178.90
Lowest prices traded:                           R178.14
Total value of transaction:                     R1,877,164.86
Nature of interest:                             Direct, non-beneficial

DEALING IN THE COMPANY’S SECURITIES

In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following
dealings in the Company’s securities by a third party intermediary (the “Intermediary”).

A hedging transaction was entered into with the Intermediary to enable the Company to settle its future
obligation to participants in the General, Senior, Executive and Executive Director Share Schemes (the
“Schemes”). The shares are due for delivery to the participants at various dates between 1 April 2023
and 15 March 2024.

Company:                              Mr Price Group Limited
Date of transaction:                  26 November 2019
Nature and details of transaction     Hedging transactions of securities to satisfy the future
by intermediary:                      obligations towards participants of the Scheme
Type of transaction:                  Off-market

Expiry date:                          1 April 2023
Number of securities:                 4,502
Strike Price:                         R283.41
Notional value of the transaction:    R810,269.96
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Expiry date:                          29 May 2023
Number of securities:                 63,932
Strike Price:                         R258.78
Notional value of the transaction:    R11,506,481.36
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Expiry date:                          28 August 2023
Number of securities:                 133,538
Strike Price:                         R226.62
Notional value of the transaction:    R24,034,169.24
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Expiry date:                          22 November 2023
Number of securities:                 1,327,578
Strike Price:                         R231,79
Notional value of the transaction:    R238,937,488.44
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Expiry date:                          20 February 2024
Number of securities:                 255,293
Strike Price:                         R209.83
Notional value of the transaction:    R45,947,634.14
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Expiry date:                          15 March 2024
Number of securities:                 49,335
Strike Price:                         R192.70
Notional value of the transaction:    R8,879,313.30
Class of securities:                  Ordinary Shares
Nature of interest:                   Direct beneficial
Clearance obtained:                   Yes

Durban
2 December 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 02-12-2019 03:00:00
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