Wrap Text
Exercise Of Options By And Award Of Options and Company Secretary
Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)
EXERCISE OF OPTIONS BY AND AWARD OF OPTIONS TO DIRECTORS AND COMPANY
SECRETARY IN TERMS OF THE CURRO SHARE INCENTIVE TRUST, DEALING IN CURRO
SHARES BY DIRECTORS AND THEIR ASSOCIATES AND NOTICE IN TERMS OF SECTION
45(5) OF THE COMPANIES ACT
A) EXERCISE OF OPTIONS BY DIRECTORS AND COMPANY SECRETARY IN TERMS OF THE
CURRO SHARE INCENTIVE TRUST AND DEALING IN CURRO SHARES BY DIRECTORS
AND THEIR ASSOCIATES
In compliance with rules 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information is disclosed:
1.
NAME OF DIRECTOR Chris van der Merwe**
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Non-Executive**
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 14 December 2017
(1),(2),(3),(4),(5)
OPTION STRIKE PRICE / PRICE PER R7.93 (1)
SHARE R11.51 (2)
R18.24 (3)
R29.01 (4)
R38.32 (5)
NUMBER OF OPTIONS EXERCISED / 46 889 (1)
NUMBER OF SHARES DISPOSED OF 100 394 (2)
33 550 (3)
49 300 (4)
230 133 (5)
TOTAL RAND VALUE OF OPTIONS / R371 829.77.00 (1)
TOTAL RAND VALUE OF SHARES R1 155 534.94 (2)
DISPOSED OF R611 952.00 (3)
R1 430 193.00 (4)
R8 818 696.56 (5)
STRIKE DATE OF OPTIONS 14 November 2017
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NAME OF ASSOCIATE Chris van der Merwe Familietrust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction) (1),(2),(3),(4)
Disposal of shares (On-market
transaction) (5)
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
2.
NAME OF DIRECTOR Andries Greyling
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 14 December 2017
(1),(2),(3),(4)
OPTION STRIKE PRICE / PRICE PER R7.93 (1)
SHARE / DEEMED PRICE PER SHARE R11.51 (2)
R18.24 (3)
R29.01 (4)
NUMBER OF OPTIONS EXERCISED / 35 631 (1)
NUMBER OF SHARES DISPOSED OF 59 300 (2)
23 475 (3)
30 150 (4)
TOTAL RAND VALUE OF OPTIONS / R282 553.83 (1)
TOTAL RAND VALUE OF SHARES R682 543.00 (2)
DISPOSED OF R428 184.00 (3)
R874 651.50 (4)
STRIKE DATE OF OPTIONS 14 November 2017
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NAME OF ASSOCIATE Greyling Familietrust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction) (1),(2),(3),(4)
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
3.
NAME OF DIRECTOR Bernardt van der Linde
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 14 December 2017 (1),(2),(3),(4)
OPTION STRIKE PRICE R7.93 (1)
R11.51 (2)
R18.24 (3)
R29.01 (4)
NUMBER OF OPTIONS EXERCISED 23 807 (1)
42 981 (2)
19 675 (3)
21 175 (4)
TOTAL RAND VALUE OF OPTIONS R188 789.51 (1)
R494 711.31 (2)
R358 872.00 (3)
R614 286.75 (4)
STRIKE DATE OF OPTIONS 14 November 2017
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NAME OF ASSOCIATE Die Waterweg Trust
RELATIONSHIP WITH DIRECTOR Trustee and beneficiary
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
4.
NAME OF DIRECTOR Hennie Louw
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 14 December 2017
(1),(2),(3),(4)
OPTION STRIKE PRICE R7.93 (1)
R11.51 (2)
R18.24 (3)
R29.01 (4)
NUMBER OF OPTIONS EXERCISED 24 887 (1)
45 728 (2)
15 875 (3)
21 825 (4)
TOTAL RAND VALUE OF OPTIONS / R197 353.91 (1)
TOTAL RAND VALUE OF SHARES R526 329.28 (2)
R289 560.00 (3)
R633 143.25 (4)
STRIKE DATE OF OPTIONS 14 November 2017
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
5.
NAME OF COMPANY SECRETARY Ronell van Rensburg
COMPANY OF WHICH I AM COMPANY Curro Holdings Limited
SECRETARY
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 14 December 2017
(1),(2)
OPTION STRIKE PRICE R18.24 (1)
R29.01 (2)
R38.32 (3)
NUMBER OF OPTIONS EXERCISED 24 025 (1)
13 100 (2)
37 125 (3)
TOTAL RAND VALUE OF OPTIONS / R438 216.00 (1)
TOTAL RAND VALUE OF SHARES R380 031.00 (2)
R1 422 630.00 (3)
STRIKE DATE OF OPTIONS 14 November 2017
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acquisition of shares through the
exercise of options (Off-market
transaction) (1),(2)
Disposal of shares (On-market
transaction) (3)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
B) AWARDING AND ACCEPTANCE OF OPTIONS BY DIRECTORS AND COMPANY SECRETARY
IN TERMS OF THE CURRO SHARE INCENTIVE SCHEME
In compliance with rules 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information is disclosed:
1.
NAME OF DIRECTOR Andries Greyling
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Options to subscribe for ordinary
shares in the share capital of
Curro
DATE OF TRANSACTION 14 November 2017
OPTION STRIKE PRICE R37.53
NUMBER OF OPTIONS ALLOCATED 273 700
TOTAL RAND VALUE OF OPTIONS R10 271 961.00
DATE OF SHARE OPTION ACCEPTANCE 14 December 2017
STRIKE DATE OF OPTIONS 27 September 2019,
28 September 2020,
28 September 2021,
28 September 2022 *
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acceptance of options to
subscribe for ordinary shares in
terms of a share incentive scheme
(off-market transaction)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
2.
NAME OF DIRECTOR Bernardt van der Linde
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Options to subscribe for ordinary
shares in the share capital of
Curro
DATE OF TRANSACTION 14 November 2017
OPTION STRIKE PRICE R37.53
NUMBER OF OPTIONS ALLOCATED 167 700
TOTAL RAND VALUE OF OPTIONS R6 293 781.00
DATE OF SHARE OPTION ACCEPTANCE 14 December 2017
STRIKE DATE OF OPTIONS 27 September 2019,
28 September 2020,
28 September 2021,
28 September 2022 *
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acceptance of options to
subscribe for ordinary shares in
terms of a share incentive scheme
(off-market transaction)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
3.
NAME OF DIRECTOR Hennie Louw
COMPANY OF WHICH I AM A DIRECTOR Curro Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Options to subscribe for ordinary
shares in the share capital of
Curro
DATE OF TRANSACTION 14 November 2017
OPTION STRIKE PRICE R37.53
NUMBER OF OPTIONS ALLOCATED 114 900
TOTAL RAND VALUE OF OPTIONS R4 312 197.00
DATE OF SHARE OPTION ACCEPTANCE 14 December 2017
STRIKE DATE OF OPTIONS 27 September 2019,
28 September 2020,
28 September 2021,
28 September 2022 *
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acceptance of options to
subscribe for ordinary shares in
terms of a share incentive scheme
(off-market transaction)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
4.
NAME OF COMPANY SECRETARY Ronell van Rensburg
COMPANY OF WHICH I AM COMPANY Curro Holdings Limited
SECRETARY
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Options to subscribe for ordinary
shares in the share capital of
Curro
DATE OF TRANSACTION 14 November 2017
OPTION STRIKE PRICE R37.53
NUMBER OF OPTIONS ALLOCATED 54 400
TOTAL RAND VALUE OF OPTIONS R2 041 632.00
DATE OF SHARE OPTION ACCEPTANCE 14 December 2017
STRIKE DATE OF OPTIONS 27 September 2019,
28 September 2020,
28 September 2021,
28 September 2022 *
PERIOD OF EXERCISE Participants have a 30 day period
from the strike date during which
options can be exercised
NATURE OF TRANSACTION Acceptance of options to
subscribe for ordinary shares in
terms of a share incentive scheme
(off-market transaction)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
NOTE: Following the unbundling and separate listing of Stadio Holdings
Limited and in accordance with the trust deed of the share incentive
scheme the exercise date and the award date for 2017 awards (and
prior year awards)was moved to 14 November 2017 so as to determine the
adjusted strike prices in accordance with the scheme rules.
*The options will vest in 4 tranches of 25% each on the strike dates
specified above.
** options awarded prior to his resignation as CEO of the Company
which was agreed as part of his exit to be allowed to be exercised as
those options would become exercisable. No new options have been
awarded to him.
C) NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO 71 OF 2008
Further to the announcement of 16 August 2016 where Curro announced that
it has established a wholly owned subsidiary, Curro Funding Company (Pty)
Ltd ("Curro Funding"), to act as a funding and treasury vehicle within the
Group by obtaining funding from third-party financiers and providing
financial assistance to inter-related entities within the Group. Curro
will, directly or indirectly, guarantee the obligations of Curro Funding
in terms of such funding and provide indemnities to any third-party
financiers of Curro Funding. Notice is hereby given, in terms of section
45(5)(a) of the Companies Act, No. 71 of 2008, as amended (“the Companies
Act”), that the board of directors of Curro (“the Board”), at a meeting
held on 5 December 2017, authorised the Company to provide financial
assistance, as may be required from time to time, to its wholly-owned
subsidiary Curro Funding Company (Pty) Ltd by way of the granting of loans
up to a maximum of R100 million, which loans bear interest ranging from
zero percent to the prime interest rate. The primary source of the approved
financial assistance is Curro’s current cash on hand. This authority was
granted to the Board by shareholders at Curro’s annual general meeting
held on 23 June 2017. In accordance with section 45 of the Companies Act,
the Board is satisfied and acknowledges that immediately after providing
such financial assistance, Curro would satisfy the solvency and liquidity
test provided for in section 4 of the Companies Act and that the terms of
the financial assistance are fair and reasonable to Curro.
Durbanville
15 December 2017
Sponsor
PSG Capital
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