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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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