Dealing in Securities pursuant to Long Term Share Incentive Schemes
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
1. Share Appreciation Rights ("SARs") granted in accordance with the 2020 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 executive
directors of the Company ("Executive Directors") and the Company Secretary, which were awarded in
terms of the 2020 SAR Scheme on 16 November 2023 ("Award Date"), should be noted:
Name: Val Nichas
Designation: Executive Director
Number of SARs awarded: 776 817
Strike price of SARs awarded (per right): R27.70 (being the 10-day volume-weighted average
price at 15 November 2023)
Consideration Nil
Grant date fair value of SAR (per right): R6.21
Value of transaction: R4 824 034
Number of shares Refer note 1
On market/off market: Off market
Prior permission to deal: Obtained
Vesting Period: Refer note 1
Vesting Criteria: Refer note 2
Nature of interest: Direct beneficial (also refer note 1)
Name: Cristina Teixeira
Designation: Executive Director
Number of SARs awarded: 401 482
Strike price of SARs awarded (per right): R27.70 (being the 10-day volume-weighted average
price at 15 November 2023)
Consideration Nil
Grant date fair value of SAR (per right): R6.21
Value of transaction: R2 493 203
Number of shares Refer note 1
On market/off market: Off market
Prior permission to deal: Obtained
Vesting Period: Refer note 1
Vesting Criteria: Refer note 2
Nature of interest: Direct beneficial (also refer note 1)
Name: Kevin Robertson
Designation: Executive Director
Number of SARs awarded: 316 821
Strike price of SARs awarded (per right): R27.70 (being the 10-day volume-weighted average
price at 15 November 2023)
Consideration Nil
Grant date fair value of SAR (per right): R6.21
Value of transaction: R1 967 458
Number of shares Refer note 1
On market/off market: Off market
Prior permission to deal: Obtained
Vesting Period: Refer note 1
Vesting Criteria: Refer note 2
Nature of interest: Direct beneficial (also refer note 1)
Name: Donfrey Meyer
Designation: Company Secretary
Number of SARs awarded: 20 772
Strike price of SARs awarded (per right): R27.70 (being the 10-day volume-weighted average
price at 15 November 2023)
Consideration Nil
Grant date fair value of SAR (per right): R6.21
Value of transaction: R128 994
Number of shares Refer note 1
On market/off market: Off market
Prior permission to deal: Obtained
Vesting Period: Refer note 1
Vesting Criteria: Refer note 2
Nature of interest: Direct beneficial (also refer note 1)
Note 1 – 2020 SAR Scheme number of shares and vesting period:
• Subject to compliance with the performance criteria detailed in Note 2, up to a maximum of the
total number of SARs awarded to each participant will vest on 13 November 2026 ("Vesting
Date"), being three years from the Award Date ("Vesting Period"). Any SARs that do not vest
due to the Vesting Criteria not being met as measured at the Vesting Date will lapse and be
forfeited without recourse.
• The participant will have a period of two years subsequent to the Vesting Date, concluding on 13
November 2028, to exercise any vested SARs ("Exercise Date").
• For each SAR exercised, the participant is entitled to obtain the number of fully paid-for Spur
Corporation shares equivalent in value to the increase in the Company's share price from the
Strike Price to the 1-day volume-weighted average share price of the Company's share on the
day immediately preceding the Exercise Date.
• With effect from the Exercise Date, the participant will enjoy full direct beneficial ownership of the
resulting shares, save to the extent that the Executive Directors will be contractually bound to
retain ownership of the shares for a two-year period ("Holding Period") following the Exercise
Date.
• Upon the termination of the Holding Period, the Executive Directors will be free to trade in the
resulting shares.
Note 2 – 2020 SAR Scheme vesting criteria ("Vesting Criteria"):
• The participant needs to remain in the fulltime gainful employment of the group from the Award
Date to the Vesting Date to be eligible to exercise any SARs.
• The participant is required to meet a minimum personal performance threshold for the duration
of the Vesting Period to be eligible to exercise any SARs.
• The number of SARs that vests shall be calculated at the Vesting Date as: [80% x (Number of
SARs awarded) x (Financial Performance Factor)] + [20% x (Number of SARs awarded) x (New
Business return on investment ("ROI") Factor)] where:
1) The Financial Performance Factor is a sliding scale of between 30% (threshold vesting), 67%
(on-target vesting) and 100% (stretch vesting), where the Financial Performance Condition
(as defined below) is at GDP+CPI% (threshold vesting), GDP+CPI+1.5% (on-target vesting)
and GDP+CPI+3.5% (stretch vesting), respectively;
2) GDP is the growth in the South African real gross domestic product per annum;
3) CPI is the South African headline consumer price index annual inflation rate applicable to the
years in question;
4) The Performance Period is the Company's financial years ending 30 June 2024, 2025 and
2026;
5) The Financial Performance Condition is determined as the simple average over the
Performance Period of:
• the annual growth in Adjusted Headline Earnings ("AHE") relative to the immediately
preceding financial year; and
• the annual growth rate in Adjusted Headline Earnings Per Share ("AHEPS") relative to
the immediately preceding financial year;
6) AHE and AHEPS are calculated as headline earnings and headline earnings per share
respectively as published in accordance with the JSE Listings Requirements for the
respective years, adjusted to, inter alia:
• exclude marketing fund surpluses/deficits, foreign exchange gains/losses, the impact
of any incentive schemes and the impact of any acquisition not included in the base
year of measurement;
• include any impairments excluded in the determination of headline earnings; and
• at the discretion of the Company's Nominations and Remuneration Committee,
exclude any unusual item which, in the opinion of the committee, results in an
unjustified windfall for the participants;
7) The New Business ROI Factor is a sliding scale of between 50% (threshold vesting) and
100% (stretch vesting), where the average New Business ROI (as defined below) is between
17.4% (threshold vesting) and 22.2% (stretch vesting) during the Performance Period;
8) New Business ROI is calculated as:
• the Group's share of any acquisition target's profit after tax but before interest for the
respective financial year within the Performance Period, divided by
• the Group's initial cost of the investment in the acquisition target + the Group's share
of any increase in the acquisition target's tangible assets since acquisition + the
Group's share of any changes in working capital since acquisition,
• provided that New Business ROI shall only be calculated with reference to acquisition
targets where the results of such acquisition target are included in the Group's
consolidated financial statements for a full financial year within the Performance
Period.
Note 3 – Malus and Clawback
• In accordance with the Company's Malus and Clawback Policy, Malus provisions will apply to
the SARs prior to the Exercise Date and Clawback provisions will apply to the resulting shares
for a period of three years following the Exercise Date.
• The Malus provisions provide for the forfeiture, reduction or cancellation of any SARs upon the
occurrence of one or more trigger events.
• The Clawback provisions provide for the recoupment or recovery of the value of any shares
already transferred to the participant upon the occurrence of one or more trigger events.
• Trigger events include: material misstatement of financial statements; acts, events or conduct of
the participant that are considered gross misconduct or negligence, dishonesty or fraud
(including breaches in governance practices, laws, regulations and fiduciary duties); and any
material error in the determination of any award.
2. Bonus Matching Forfeitable Shares ("BMFSs") granted in accordance with the 2020 RSP 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 BMFSs to Executive
Directors and the Company Secretary, which were awarded in terms of the 2020 RSP Scheme on 16
November 2023 ("Award Date"), should be noted:
The 2020 RSP Scheme rules make provision for the award of forfeitable shares to a participant, the
value of which is determined with reference to a percentage of any annual performance bonus earned
in any particular financial year by that participant. The Executive Directors and Company Secretary will
participate in the Company's short-term incentive scheme ("STI") for the financial year ending 30 June
2024, further details of which are included in the Company's remuneration report published as part of
the Company's integrated annual report for the year ended 30 June 2023 on 31 October 2023. The
Executive Directors and Company Secretary will, as contemplated by the 2020 RSP Scheme rules, be
issued with a number of fully paid-for Spur Corporation shares equivalent in value to a certain
percentage of the annual performance bonus payable in terms of the STI, which shares will be subject
to the 2020 RSP Scheme rules. The annual performance bonus payable in terms of the STI is subject
to certain performance criteria including both personal and group financial performance hurdles. The
BMFSs will be subject to a three-year holding period following the date of transfer of the shares, during
which time the participant will enjoy full direct beneficial ownership of the shares, but will not be able to
trade the shares.
The value of BMFSs that may be awarded, assuming an on-target performance bonus is payable in
accordance with the STI rules, per Executive Director and the Company Secretary is as follows:
Val Nichas (Executive Director): R496 412
Cristina Teixeira (Executive Director): R410 496
Kevin Robertson (Executive Director): R323 935
Donfrey Meyer (Company Secretary): R96 536
The annual performance bonus payable in terms of the STI in respect of the financial year ending 30
June 2024, and therefore the value and number of BMFSs awarded, will only be determined
subsequent to the publication of the group's financial results for the year ending 30 June 2024 which
is anticipated to be in August 2024. The final allocation and transfer of the BMFSs are therefore
anticipated to take place and published on SENS in September 2024.
Cape Town
21 November 2023
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 21-11-2023 09:35:00
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