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Management Incentive Scheme awards, director’s dealings and issue of treasury shares
Tiso Blackstar Group SE
(Incorporated in England and Wales)
(Company number SE 110)
(registered as an external company with limited liability in the Republic of South Africa under
registration number 2011/008274/10)
LSE Ticker: TBGR
JSE Share code: TBG
ISIN: GB00BF37LF46
(“Tiso Blackstar” or the “Company”)
MANAGEMENT INCENTIVE SCHEME AWARDS, DIRECTOR’S DEALINGS AND ISSUE OF TREASURY SHARES
The Company has awarded in total 4,015,973 shares to all participants (“Participants”) under the
Management Incentive Scheme (“MIS”) (including the award set out in 4 (c) below), which will be issued
as new Tiso Blackstar ordinary shares in due course.
These shares were awarded to Participants on 29 November 2017. The vesting of such shares to
Participants and the quantity of shares vested will be based on achievement of the performance
conditions over the performance period. Therefore until the vesting date, the new shares may be subject
to forfeiture if certain performance conditions are not met. Application for admission to list on AIM and
the JSE is being made and trade is expected to commence on or about 5 December 2017.
The Company has a total of 268,291,260 shares in issue, of which 3,012,349 shares are disclosed as
treasury shares for accounting purposes. However, they have been committed to meeting the
Company’s obligations to Participants under the MIS and the Participants have the right to vote these
shares. The newly issued shares of 4,015,973 as a result of this MIS award, will also be disclosed as
treasury shares for accounting purposes, however they have been committed to meeting the
Company’s obligations to Participants under the MIS and the Participants also have the right to vote
the shares. Following the issue of the new shares as result of this Management Incentive Scheme
award, the Company will have a total 272,307,233 shares in issue, of which 7,028,322 shares will be
disclosed as treasury shares.
The total number of voting rights in the Company will therefore increase to 272,307,233 (the “Voting
Rights Figure”). The Voting Rights Figure may be used by Tiso Blackstar shareholders as the
denominator for the calculations in order to determine if they are required to notify their voting rights
interest, or a change to that interest, in the Company under the Financial Conduct Authority's Disclosure
and Transparency Rules.
Tiso Blackstar confirms that, following the awards above, the Concert Party, as defined in the circular
posted to shareholders dated 26 May 2017 (“Circular”), now holds 34,06% of the Company's total
voting rights.
Notification and public disclosure of transactions by persons discharging managerial
responsibilities and persons closely associated with them
1. Details of the person discharging managerial responsibilities (“PDMR”) / person
closely associated
(a) Name Andrew Bonamour
2. Reason for the notification
(a) Position/status Director, Tiso Blackstar (PDMR)
(b) Initial notification/ Initial notification
Amendment
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
(a) Name Tiso Blackstar
(b) LEI N/A
4. Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions
have been conducted
(a) Description of the Ordinary shares of €0.76 each
financial instrument, type
of instrument
Identification code ISIN: GB00BF37LF46
(b) Nature of the transaction Off-market award and acceptance of forfeitable shares,
subject to achievement of performance conditions, under the
Management Incentive Scheme (disclosed in the Circular)
and as approved by shareholders at the extraordinary
general meeting held on 20 June 2017.
(c) Price(s) and volume (s)
Price(s) Volume(s)
Zero (forfeitable share 556,480
award)
(d) Aggregated information
- Aggregated volume As stated above
- Deemed price R9.00 (closing market price as at 28 November 2017)
- Value R5,008,320.00
(e) Date of the transaction 29 November 2017
(f) Place of the transaction N/A
(g) Extent of interest Direct beneficial
(h) Clearance to deal Yes
obtained
London
29 November 2017
For further information, please contact:
Tiso Blackstar Group SE Leanna Isaac +44(0) 20 7887 6017
Northland Capital Partners Limited Tom Price/Jamie Spotswood +44(0) 20 3861 6625
JSE Sponsor: One Capital Sholto Simpson +27(0) 11 550 5000
Date: 29/11/2017 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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