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Dealings in securities by directors, prescribed officers and the company secretary
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(Share code: REM)
("Remgro" or "the company")
DEALINGS IN SECURITIES BY DIRECTORS, PRESCRIBED OFFICERS AND THE
COMPANY SECRETARY
Shares under the Conditional Share Plan ("CSP Shares") and rights
to ordinary shares under the Share Appreciation Rights Plan ("SARs")
were granted to executive directors, prescribed officers and to the
company secretary of Remgro on 5 December 2020 at a grant price of
R93.82 per ordinary share, representing the 5-day volume weighted
average price of an ordinary share up to 4 December 2020. The off-
market acceptance of the CSP Shares, SARS and Special Retention CSP
Shares (the terms of which are detailed below) by executive
directors, prescribed officers and the company secretary occurred on
17 and 18 December 2020.
Shareholders are advised of the following information relating to
the 2019 award and acceptance of CSP Shares and SARs:
DIRECTOR NUMBER NUMBER DEEMED VALUE NATURE
OF OF OF OF
PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST
CSP SHARES SARs
Mr J J Durand 235 427 235 427 R44 175 522.28 Direct
beneficial
Mrs M Lubbe 39 078 39 078 R7 332 595.92 Direct
beneficial
Mr N J Williams 72 103 72 103 R13 529 406.92 Direct
beneficial
PRESCRIBED NUMBER NUMBER DEEMED VALUE NATURE
OFFICER OF OF OF OF
PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST
CSP SHARES SARs
Mr P R Louw 46 428 46 428 R8 711 749.92 Direct
beneficial
Mr P J Uys 88 088 88 088 R16 528 832.32 Direct
beneficial
COMPANY NUMBER OF RETENTION CSP DEEMED VALUE OF NATURE OF
SECRETARY SHARES TRANSACTION INTEREST
Mrs D I Dreyer 2 111 R198 054.02 Direct
beneficial
Shareholders are advised of the following information relating to
the 2020 award and acceptance of CSP Shares and SARs:
DIRECTOR NUMBER NUMBER DEEMED VALUE OF NATURE
OF OF TRANSACTIONS OF
PERFORMANCE PERFORMANCE INTEREST
CSP SHARES SARs
Mr J J Durand 235 454 235 454 R44 180 588.56 Direct
beneficial
Mrs M Lubbe 46 448 46 448 R8 715 502.72 Direct
beneficial
Mr N J Williams 72 124 72 124 R13 533 347.36 Direct
beneficial
PRESCRIBED NUMBER NUMBER DEEMED VALUE NATURE
OFFICER OF OF OF OF
PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST
CSP SHARES SARs
Mr P R Louw 46 448 46 448 R8 715 502.72 Direct
beneficial
Mr P J Uys 88 108 88 108 R16 532 585.12 Direct
beneficial
COMPANY NUMBER OF RETENTION CSP DEEMED VALUE NATURE OF
SECRETARY SHARES OF TRANSACTION INTEREST
Mrs D I Dreyer 2 115 R198 429.30 Direct
beneficial
Note on Performance CSP Shares and -SARs and Retention CSP Shares:
The prohibited period arising from the RMH unbundling corporate
action, restricted the company to issue awards in 2019. The awards
reflected in the tables above are annual awards (in terms of the
rules of the respective plans) relating to both 2019 and 2020 thus
reflecting the deemed value of two years of awards.
The purpose of the CSP Shares and/or SARs is to incentivise, motivate
and retain the appropriate caliber of employees by awarding
employees with shares as remuneration and the opportunity to share
in the success of Remgro through the award of Performance CSP Shares
and/or Performance SARs and/or Retention CSP Shares. The granting of
shares and rights to shares, are the only incentive opportunity for
executives and all other Remgro employees.
The vesting of the CSP Shares and/or SARs will be subject to the
satisfaction of the Performance Conditions and the Employment
Condition determined by the Remuneration and Nomination Committee
("Vesting Conditions"). The Performance Conditions comprise the
achievement of certain company financial measures, which include
Growth in Intrinsic Net Asset Value (INAV) and Growth in Free Cash
flow at the Centre as well as non-financial Individual Performance
Conditions.
Provided that the Vesting Conditions have been met, the CSP Shares
and/or SARs will vest as follows:
- up to one third on or after the third anniversary of the
date of grant, being 5 December 2023 (2022 for the award
related to 2019);
- up to two thirds on or after the fourth anniversary of
the date of grant, being 5 December 2024 (2023 for the
award related to 2019);
- all of the remaining CSP Shares and/or SARs will vest on
or after the fifth anniversary of the date of grant, being
5 December 2025 (2024 for the award related to 2019);
- all SARs (where applicable) must be exercised by the seventh
anniversary of the date of grant, being 5 December 2027 (2026
for the award related to 2019);
- on vesting of the CSP Shares, dividend equivalents will be
converted to additional shares.
Shareholders are advised of the following information relating to
the 2020 award and acceptance of Special Retention CSP Shares:
DIRECTOR NUMBER OF SPECIAL DEEMED VALUE OF NATURE OF
RETENTION CSP SHARES TRANSACTIONS INTEREST
Mr J J Durand 95 672 R8 975 947.04 Direct
beneficial
Mrs M Lubbe 4 924 R461 969.68 Direct
beneficial
Mr N J Williams 28 887 R2 710 178.34 Direct
beneficial
PRESCRIBED NUMBER OF SPECIAL DEEMED VALUE OF NATURE OF
OFFICER RETENTION CSP SHARES TRANSACTION INTEREST
Mr P R Louw 7 988 R749 434.16 Direct
beneficial
Note on Special Retention CSP Shares: This special retention award
relates to SARs awarded in 2012 that lapsed while participants could
not exercise these rights due to trading restrictions arising from
the RMH unbundling corporate action. The value of the award is
comparable to what the vested value of the SARs were for the 30-day
period prior to the 19 November 2019 SENS announcement that brought
on the prohibited trading period.
This special award was made to all participants affected by the
trading restrictions and was made in conjunction with the
postponement of the expiry date of the 2012 SARs to 30 November 2023.
Participants will receive, EITHER the 2012 SARs or the Special
Retention CSP Shares at the final expiry date of 30 November 2023
and NOT BOTH.
The special retention CSP Shares will vest as follows:
- half on the first anniversary of the date of grant, being
5 December 2021. Once the shares have vested a further
retention holding-lock up to 30 November 2023 will apply;
- the remaining half on 5 December 2022. Once the shares have
vested a further retention holding-lock up to 30 November
2023 will apply;
- On 30 November 2023, participants will elect to either
receive the Special Retention CSP Shares (and forfeit the
2012 SARs), or forfeit the Special Retention CSP Shares and
exercise the 2012 SARs.
Approval for the individual allocations has been given, and all
transactions occurred off-market.
Stellenbosch
18 December 2020
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 18-12-2020 12:16:00
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