DTC 201906030088A
Dealings in securities by share incentive scheme, by directors and by the company secretary
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("Datatec" or "the Company")
DEALINGS IN SECURITIES BY SHARE INCENTIVE SCHEME, BY DIRECTORS AND BY THE COMPANY SECRETARY
Datatec announces the following in relation to the Share Appreciation
Rights Scheme ("SAR Scheme"), the Long Term Incentive Plan ("LTIP") and the
Deferred Bonus Plan ("DBP"). These share incentive schemes are subject to
the rules originally approved by shareholders at the Company's annual
general meeting held on 16 August 2005 and subsequently amended and
approved by shareholders at the annual general meeting held on 14 September
2011.
1) SAR Scheme – May 2016 grants - outcome
The Share Appreciation Rights ("SARs") awards granted in May 2016 had a
performance condition which required the Company's share price to increase
from 1 March 2016 to 28 February 2019 by more than South African CPI
inflation over the same period. This performance condition was not met.
Accordingly, the SARs granted in May 2016 have not vested and will lapse.
2) LTIP – May 2016 grants - outcome
The LTIP awards granted in May 2016 had two performance conditions each
applying to half the award: an underlying EPS growth condition and a Return
on Invested Capital (ROIC) condition. The number of awards and the
underlying EPS performance condition were both modified, as permitted in
terms of the rules of the LTIP, to take into account the disposal of
Westcon Americas and the special dividend declared in FY18.
Following an evaluation of the Company's performance against the prescribed
conditions in accordance with the rules of the LTIP it was determined that
50% of the LTIP awards granted in May 2016, as modified, have vested.
Accordingly 908,456 Datatec shares have been delivered to participants in
the May 2016 LTIP on 3 June 2019.
Details of the transfer of Datatec shares to the participants of the LTIP
who are Directors and the Company Secretary of Datatec are disclosed below,
in compliance with the JSE Limited Listings Requirements:
Director : J P Montanana
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of vested LTIP shares
Date of transaction : 3 June 2019
Number of securities : 561,135
Deemed price per share : R33.05*
Transaction value : R18,545,512
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Director : I P Dittrich
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of vested LTIP shares
Date of transaction : 3 June 2019
Number of securities : 115,749
Deemed price per share : R33.05*
Transaction value : R3,825,504
Nature of interest : Direct beneficial
Clearance obtained : Yes
Company Secretary : S P Morris
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market transfer of shares from Treasury
Date of transaction : 3 June 2019
Number of securities : 86,129
Deemed price per share : R33.05*
Transaction value : R2,846,563
Nature of interest : Direct beneficial
Clearance obtained : Yes
3) DBP – May 2016 grants – settlement of matching shares
In relation to the May 2016 grants under the DBP, 392,067 Datatec shares
have been transferred to participants in accordance with the rules of the
DBP.
Under the terms of the DBP, participants may purchase Datatec shares
("pledged shares") and hold them for three years ( "performance period")
after which time the Company will transfer shares ("matching shares")to the
participants, subject to performance conditions being fulfilled.
Three participants purchased pledged shares in May 2016 and remained
employed throughout the three-year holding period. They are entitled to
receive matching shares in accordance with the terms of their grant letters
amounting to 150% of the number of pledged shares purchased plus additional
shares in lieu of the dividends notionally accruing to the matching shares
during the three-year performance period.
Details of the transfer of matching shares to the participants who are
Directors and the Company Secretary of Datatec are disclosed below, in
compliance with the JSE Limited Listings Requirements:
Director : J P Montanana
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of matching shares
Date of transaction : 3 June 2019
Number of securities : 261,823
Deemed price per share : R33.05*
Transaction value : R8,653,250
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Director : I P Dittrich
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of matching shares
Date of transaction : 3 June 2019
Number of securities : 119,771
Deemed price per share : R33.05*
Transaction value : R3,958,432
Nature of interest : Direct beneficial
Clearance obtained : Yes
Company Secretary : S P Morris
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of matching shares from Treasury
Date of transaction : 3 June 2019
Number of securities : 10,474
Deemed price per share : R33.05*
Transaction value : R346,166
Nature of interest : Direct beneficial
Clearance obtained : Yes
4) Treasury share transactions
In order to settle the LTIP and DBP settlements in (2) and (3) above,
Datatec Limited transferred 1,300,524 Datatec shares from Treasury to
participants:
Nature of transaction : Off market transfer of shares
Class of security : Datatec ordinary shares
Date of transaction : 3 June 2019
Number of securities : 1,300,524
Deemed transfer price : R33.05*
Transaction value : R42 982 318
Nature of interest : Direct non-beneficial
Clearance obtained : Yes
The Datatec Share Incentive Trust 2005 (the "Trust") transferred 850,000
Datatec shares to Datatec Limited:
Nature of transaction : Off market transfer of shares
Class of security : Datatec ordinary shares
Date of transaction : 30 May 2019
Number of securities : 850,000
Deemed transfer price : R33.05*
Transaction value : R28,092,500
Nature of interest : Direct non-beneficial
Clearance obtained : Yes
After these transfers Datatec Limited holds 1,520,342 Treasury shares.
* the 30-day volume weighted average share price on 16 May 2019, the day of
the FY19 Results Announcement.
3 June 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 03/06/2019 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |