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LIBERTY TWO DEGREES LIMITED - Dealings in Securities

Release Date: 03/03/2022 09:55
Code(s): L2D     PDF:  
Wrap Text
Dealings in Securities

LIBERTY TWO DEGREES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2018/388906/06)
(Approved as a REIT by the JSE)
Share code: L2D    ISIN: ZAE000260576
(“L2D” or “the Company”)


DEALINGS IN SECURITIES


In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, L2D hereby
announces the following transactions for the Directors of the Company in terms of L2D’s Restricted Share
Plan (“the “LTIP”).

1.    FORFEITURE OF RESTRICTED SHARES PREVIOUSLY AWARDED

As a result of the performance condition, being distribution growth in excess of inflation, not being met in
respect of 100% of the second tranche of performance-based restricted shares awarded on 1 March 2018,
the following restricted ordinary shares held by the Executive Directors were forfeited on 1 March 2022:

Director (Chief Executive)                  Amelia Beattie
Number of securities forfeited              166 650 ordinary shares
Notional value per share *                  R4.20
Total notional value lost                   R699 930.00

Director (Financial Director)               José Snyders
Number of securities forfeited              124 987 ordinary shares
Notional value per share *                  R4.20
Total notional value lost                   R524 945.40

As a result of the performance condition, being distribution growth in excess of inflation, not being met in
respect of 100% of the first tranche of performance-based restricted shares awarded on 1 March 2019, the
following restricted ordinary shares held by the Executive Directors and Company Secretary were forfeited
on 1 March 2022:

Director (Chief Executive)                  Amelia Beattie
Number of securities forfeited              212 744 ordinary shares
Notional value per share *                  R4.20
Total notional value lost                   R893 524.80

Director (Financial Director)               José Snyders
Number of securities forfeited              141 829 ordinary shares
Notional value per share *                  R4.20
Total notional value lost                   R595 681.80

Company Secretary                           Benjamin Swanepoel
Number of securities forfeited              23 638 ordinary shares
Notional value per share *                  R4.20
Total notional value lost                   R99 279.60

2.    VESTING OF RESTRICTED SHARES PREVIOUSLY AWARDED

The following restricted ordinary shares were awarded by STANLIB REIT Fund Managers (RF) Proprietary
Limited (“SRFM” or “Manager”) prior to the conversion of L2D to a Corporate REIT, the cost of which was
carried by Liberty Holdings Limited as the previous 100% shareholder of SRFM.


Director (Chief Executive)                  Amelia Beattie
Date of award                               6 December 2016
Date of transaction (Vesting date)          1 March 2022
Number of securities                        140 351 ordinary shares
Nature of transaction                       Off-market vesting of restricted share awards in respect
                                            of the third and final tranche of share awards made on the
                                            listing of L2D in terms of the LTIP. (No shares were sold
                                            to cover the income tax liability)
Vesting periods                             One-third on 1 March 2020 (already vested), another one-
                                            third on 1 March 2021 (already vested) and the balance
                                            on 1 March 2022. No performance conditionality applies.
Price per share *                           R4.20
Total value of transaction                  R589 474.20
Nature and extent of interest               Direct beneficial

Director (Financial Director)               José Snyders
Date of award                               1 March 2017
Date of transaction (Vesting date)          1 March 2022
Number of securities                        40 849 ordinary shares
Nature of transaction                       Off-market vesting of restricted share awards in respect
                                            of the third and final tranche of share awards made on
                                            appointment to L2D.
Vesting periods                             One-third on 1 March 2020 (already vested), another one-
                                            third on 1 March 2021 (already vested) and the balance
                                            on 1 March 2022. No performance conditionality applies.
Price per share *                           R4.20
Total value of transaction                  R171 565.80
Nature and extent of interest               Direct beneficial

Director (Financial Director)               José Snyders
Date of transaction                         1 March 2022
Number of securities                        18 097 ordinary shares
Nature of transaction                       On-market sale to cover income tax liability
Price per share                             R4.30
Total value of transaction                  R77 817.10
Nature and extent of interest               Direct beneficial

Director (Financial Director)               José Snyders
Date of award                               1 March 2017
Date of transaction (Vesting date)          1 March 2022
Number of securities                        22 754 ordinary shares
Nature of transaction                       Off-market vesting of restricted share awards in respect
                                            of the third and final tranche of share awards made on the
                                            listing of L2D in terms of the LTIP.
Vesting periods                             One-third on 1 March 2020 (already vested), another one-
                                            third on 1 March 2021 (already vested) and the balance
                                            on 1 March 2022. No performance conditionality applies.
Price per share *                           R4.20
Total value of transaction                  R95 566.80

3.    GRANT AND ACCEPTANCE OF SHARE AWARDS BY THE EXECUTIVE DIRECTORS

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, L2D hereby
announces that the Directors and Company Secretary of the Company have been granted, and have
accepted, share awards in terms of L2D’s Long-Term Incentive Plan (“the LTIP”).

L2D’s Remuneration Committee approved the following share awards which are subject to performance
conditions:

Director (Chief Executive)                  Amelia Beattie
Acceptance date                             1 March 2022
Number of securities                        1 309 524
Nature of transaction                       Off-market award and acceptance of share awards in
                                            terms of the LTIP.
Vesting periods                             One-third on 1 March 2025, another one-third on 1 March
                                            2026 and the balance on 1 March 2027 subject to
                                            performance conditions, being distribution growth, total
                                            return of assets against the MSCI benchmark and a
                                            strategic component.
Price per share *                           R4.20
Total value of transaction                  R5 500 000.80
Nature and extent of interest               Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Chief Executive)                  Amelia Beattie
Acceptance date                             1 March 2022
Number of securities                        282 950
Nature of transaction                       Off-market award and acceptance of share awards in
                                            respect of a portion of short-term incentive remuneration
                                            being deferred and converted into restricted shares in
                                            terms of the LTIP.
Vesting periods                             One-third on 1 September 2023, another one-third on
                                            1 September 2024 and the balance on 1 September 2025.
                                            No conditionality applies.
Price per share *                           R4.20
Total value of transaction                  R1 188 390.00
Nature and extent of interest               Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Financial Director)               José Snyders
Acceptance date                             1 March 2022
Number of securities                        714 286
Nature of transaction                       Off-market award and acceptance of share awards in
                                            terms of the LTIP.
Vesting periods                             One-third on 1 March 2025, another one-third on 1 March
                                            2026 and the balance on 1 March 2027 subject to
                                            performance conditions, being distribution growth, total
                                            return of assets against the MSCI benchmark and a
                                            strategic component.
Price per share *                           R4.20
Total value of transaction                  R3 000 001.20
Nature and extent of interest               Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Financial Director)               José Snyders
Acceptance date                             1 March 2022
Number of securities                        168 929
Nature of transaction                       Off-market award and acceptance of share awards in
                                            respect of a portion of short-term incentive remuneration
                                            being deferred and converted into restricted shares in
                                            terms of the LTIP.
Vesting periods                             One-third on 1 September 2023, another one-third on
                                            1 September 2024 and the balance on 1 September 2025.
                                            No conditionality applies.
Price per share *                           R4.20
Total value of transaction                  R709 501.80
Nature and extent of interest               Indirect beneficial, via L2D’s Restricted Share Plan Trust

Clearance to trade was obtained in terms of paragraph 3.66 of the JSE Limited Listings Requirements.

* The price per share is the closing price of the L2D ordinary share on Monday, 28 February 2022.


Johannesburg
3 March 2022

Sponsor
Merchantec Capital

Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171

Date: 03-03-2022 09:55:00
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