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CAPITAL APPRECIATION LIMITED - Adoption of the Capital Appreciation Share Plan and awards pursuant to the Plan

Release Date: 25/03/2020 11:03
Code(s): CTA     PDF:  
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Adoption of the Capital Appreciation Share Plan and awards pursuant to the Plan

Capital Appreciation Limited
Incorporated in the Republic of South Africa
(Registration number: 2014/253277/06)
Share code: CTA
ISIN: ZAE000208245
(“CAPPREC” or “the Company”)


ADOPTION OF THE CAPITAL APPRECIATION SHARE PLAN AND AWARDS PURSUANT TO THE PLAN


Shareholders are referred to the remuneration report contained in the Company’s Integrated Annual Report for
the year ended 31 March 2019, which is available on the company’s website.


As mentioned in the remuneration report, the Company has a long-term share incentive scheme (the “SIS”) that
allows executives and senior managers to participate in the appreciation of CAPPREC’s share price over time,
subject to predefined performance criteria.


Shareholders were advised in the remuneration report that the remuneration committee (“RemCo”) would
assess the future use of share options on a periodic basis, as required, and that CAPPREC would assess the
benefits of a conditional share plan going forward.


RemCo has conducted that assessment and the Board has adopted a new long-term share incentive scheme,
called the “Capital Appreciation Share Plan” (“the Plan”). The SIS will remain in place along with the Plan.


The objective of the Plan is to:
    -   recognise the operational performance of and contribution to the Company by executives (including
        any executive director but excluding a non-executive director);
    -   reward long-term sustainable performance of participants;
    -   achieve alignment between the participant’s remuneration and the interests of the Company’s
        shareholders; and
    -   act as an attraction and retention mechanism in a market where highly skilled people are in high
        demand.


Awards under the Plan consist of:
    -   conditional rights to shares, that are subject to (1) performance conditions over a specified period and
        (2) specified employment periods, in each case determined by Remco, when awarding such shares in
        terms of the Share Plan: and
    -   conditional rights to shares, that are subject only to specified employment periods, determined by
        Remco, when awarding such shares in terms of the Share Plan.


CAPPREC shares that will be delivered to participants to settle awards made pursuant to the Plan will be
purchased on the market as soon as practically possible, after the 3-year vesting period. Awards will not be
settled through an issue of CAPPREC shares or through the use of treasury shares. Accordingly, the requirements
of Schedule 14 of the Listings Requirements of the JSE Limited do not apply to the Plan. If, in future, the Plan is
amended to provide for the settlement of awards through the issue of CAPPREC shares or the use of treasury
shares, CAPPREC will ensure that the requirements of Schedule 14 are then met.


Shareholders are also advised of the following dealings in securities in relation to the acceptance of awards
made pursuant to the Plan:



 Name of director:                                     Michael Reuven Pimstein


 Transaction date:                                     25 March 2020


 Class of securities                                   Ordinary shares


 Number of securities:                                 3,600,000 ordinary shares

                                                       Fair values at grant date per share using the 5 day
 Price per security:
                                                       VWAP of 56,7656 cents per ordinary share


 Total value of transaction:                           R2,043,562


 Nature of transaction                                 Acceptance of awards made pursuant to the plan


 Nature and extent of director’s interest:             Direct beneficial


 Clearance to deal received:                           Yes




 Name of director:                                     Bradley Jonathan Sacks


 Transaction date:                                     25 March 2020


 Class of securities                                   Ordinary shares


 Number of securities:                                 3,600,000 ordinary shares

                                                       Fair values at grant date per share using the 5 day
 Price per security:
                                                       VWAP of 56,7656 cents per ordinary share


 Total value of transaction:                           R2,043,562


 Nature of transaction                                 Acceptance of awards made pursuant to the plan


 Nature and extent of director’s interest:             Direct beneficial


 Clearance to deal received:                           Yes



 Name of director:                                     Alan Charles Salomon


 Transaction date:                                     25 March 2020


 Class of securities                                   Ordinary shares


 Number of securities:                                 3,600,000 ordinary shares

                                                       Fair values at grant date per share using the 5 day
 Price per security:
                                                       VWAP of 56,7656 cents per ordinary share


 Total value of transaction:                           R2,043,562


 Nature of transaction                                 Acceptance of awards made pursuant to the plan


 Nature and extent of director’s interest:             Direct beneficial


 Clearance to deal received:                           Yes




 Name of director:                                     Michael Brian Shapiro


 Transaction date:                                     25 March 2020


 Class of securities                                   Ordinary shares


 Number of securities:                                 1,250,000 ordinary shares

                                                       Fair values at grant date per share using the 5 day
 Price per security:
                                                       VWAP of 56,7656 cents per ordinary share


 Total value of transaction:                           R709,570


 Nature of transaction                                 Acceptance of awards made pursuant to the plan


 Nature and extent of director’s interest:             Direct beneficial


 Clearance to deal received:                           Yes




Sandhurst
25 March 2020


Sponsor: Investec Bank Limited,

Date: 25-03-2020 11:03:00
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