SUR : Dealing in Securities pursuant to long term share incentive scheme by Directors and Director of Major Subsidiary:
Spur Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/000828/06)
Share code: SUR
ISIN: ZAE 000022653
("Spur Corporation" or "the Company")
Dealing in Securities pursuant to Long-term Share Incentive Schemes
On 4 December 2015, at the annual general meeting of the Company, shareholders approved two
long-term share incentive schemes. Details of the fourth tranche of awards granted in terms of these
schemes are detailed below.
Spur Group Forfeitable Share Plan ("FSP")
In terms of paragraph 3.63 to 3.74 of the JSE Limited ("JSE") Listing Requirements, shareholders are
advised that a director of a major subsidiary of Spur Corporation was awarded shares in the
Company in terms of the FSP on 26 November 2019. The shares were accepted by the participant in
question on the date the shares were traded, the salient details of which are set out below:
Name: Kevin Robertson
Designation: Director of major subsidiary
Number of forfeitable shares awarded: 5 000 Spur Corporation ordinary shares
Consideration: Nil
Market price of shares on 26 November 2019: R26.67 (refer note 1)
Value of transaction: R133 350
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 2
Nature of interest: Direct beneficial (also refer note 2)
Spur Group Share Appreciation Rights ("SAR") Scheme
In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, details of the following grants and acceptances of equity-settled SARs to a director of
a major subsidiary and executive directors of the Company, which were awarded in terms of the SAR
Scheme on 26 November 2019, should be noted:
Name: Pierre van Tonder
Designation: Executive Director
Number of SARs awarded: 919 781
Strike price of SARs awarded (per right): R27.01 (being 10-day volume-weighted average
price at 5 November 2019)
Consideration Nil
Grant date fair value of SAR (per right): R5.96
Value of transaction: R5 481 895
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Mark Farrelly
Designation: Executive Director
Number of SARs awarded: 473 170
Strike price of SARs awarded (per right): R27.01 (being 10-day volume-weighted average
price at 5 November 2019)
Consideration Nil
Grant date fair value of SAR (per right): R5.96
Value of transaction: R2 820 093
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Phillip Matthee
Designation: Executive Director
Number of SARs awarded: 385 100
Strike price of SARs awarded (per right): R27.01 (being 10-day volume-weighted average
price at 5 November 2019)
Consideration Nil
Grant date fair value of SAR (per right): R5.96
Value of transaction: R2 295 196
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Name: Kevin Robertson
Designation: Director of major subsidiary
Number of SARs awarded: 177 535
Strike price of SARs awarded (per right): R27.01 (being 10-day volume-weighted average
price at 5 November 2019)
Consideration Nil
Grant date fair value of SAR (per right): R5.96
Value of transaction: R1 058 109
Number of shares Refer note 3
On market/off market: Off market
Prior permission to deal: Obtained
Vesting period: Refer note 3
Performance criteria: Refer note 4
Nature of interest: Direct beneficial (also refer note 3)
Note 1 - Market price of FSP shares on 26 November 2019:
- Volume-weighted average R26.67 per share
- High R26.70 per share
- Low R26.50 per share
- No. of shares traded 26 November 2019 139 908
- Value of shares traded 26 November 2019 R3 730 815
Note 2 - FSP vesting period:
The shares awarded on 26 November 2019 to the FSP participants are held by the group on behalf of
these participants in escrow until the vesting date of 25 November 2022, subject to the fulfilment of the
vesting criterion. During this vesting period, these participants are not entitled to dividends or to exercise
any voting rights attached to the shares awarded. The vesting criterion is that each participant remains
in the fulltime gainful employment of the group for the duration of the vesting period. Subsequent to 25
November 2022, provided the vesting criterion is fulfilled, these participants become unconditionally
entitled to full direct beneficial ownership of the shares awarded (including the right to receive dividends
and exercise any votes attached to the shares), but they will remain contractually bound to retain
ownership of the shares for a further two-year period to 22 November 2024.
Note 3 - SAR Scheme number of shares and vesting period:
For each SAR awarded, the SAR Scheme participant is entitled to obtain the number of fully paid-for
shares equivalent in value to the increase in the Company's share price from the strike price to the 10-
day volume-weighted average share price of the Company's share on 25 November 2022, subject to
the performance criteria (refer note 4) being applied. Should the 10-day volume-weighted average
share price of the Company's share on 25 November 2022 be below the strike price, the SARs lapse.
Upon vesting of the SARs on 25 November 2022, the participants will enjoy full direct beneficial
ownership of the resulting shares, but they will remain contractually bound to retain ownership of the
shares for a further two-year period to 22 November 2024.
Note 4 - SAR Scheme performance criteria:
In order for SAR Scheme participants to benefit from the rights awarded, they need to remain in the
fulltime gainful employment of the group for the initial vesting period to 25 November 2022. The number
of rights that vest shall be calculated as: Number of SARS awarded x return on equity factor x adjusted
headline earnings per share factor x personal performance factor, where:
1) a factor of a sliding scale of between 0% and 100% of the rights will vest where the group's return
on equity (as published in its financial results) is between 14.55% and 19.55% in the year of
vesting;
2) a factor of a sliding scale of between 33.3% and 100% of the rights will vest where the group's
adjusted headline earnings per share increases by between CPI (Consumper Price Index) and
CPI+6% per annum (nominal annual compounded annually) over the initial vesting period (no
rights will vest where growth is below CPI); and
3) between 0% and 100% of the rights will vest based on the participant's personal performance
rating in the year of vesting.
Cape Town
27 November 2019
Sponsor
Sasfin Capital (a member of the Sasfin Group)
Date: 27-11-2019 04:30:00
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. |
