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CURRO HOLDINGS LIMITED - Exercise Of Options By And Award Of Options and Company Secretary

Release Date: 15/12/2017 17:10
Code(s): COH     PDF:  
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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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