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Acceptance of LTIs by directors and the company secretary and dealing in securities by an associate of a director
Mr Price Group Limited
(Registration number 1933/004418/06)
Incorporated in the Republic of South Africa
ISIN: ZAE000200457
JSE share code: MRP
(“Mr Price” or “the Company” or “the Group”)
ACCEPTANCE OF LONG TERM INCENTIVES BY DIRECTORS AND THE COMPANY SECRETARY AND DEALING IN
SECURITIES BY AN ASSOCIATE OF A DIRECTOR
ACCEPTANCE OF LONG TERM INCENTIVES BY DIRECTORS AND THE COMPANY SECRETARY
In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following off-market
acceptances of ordinary shares and options in respect of ordinary shares on 27 November 2018 and 28 November
2018 by Directors and the Company Secretary of the Company.
The routine long-term incentive schemes (LTI’s), which have been approved by shareholders, were designed to be
rolling in nature, such that shares vesting on an annual basis would be replaced by additional awards. The dealings
disclosed herein represent the ‘top up award’ for those LTI’s vesting in November 2018.
Mr Price Executive Director Share Scheme
Number of options Option strike Total value of
Director granted price transaction
Stuart Bird 113,634 R 231.79 R 26,339,224.86
Mark Blair 66,058 R 231.79 R 15,311,583.82
Steve Ellis 16,051 R 231.79 R 3,720,461.29
Mr Price Executive Share Scheme
Number of options Option strike Total value of
Company Secretary granted price transaction
Janis Cheadle 5,052 R 231.79 R 1,171,003.08
Mr Price Executive Forfeitable Share Plan (EFSP)
Total EFSP
Vanilla Performance awards Share price on Total value of
Director award award granted date of grant transaction
Stuart Bird 10,466 10,466 20,932 R 231.79 R 4,851,828.28
Mark Blair 6,084 6,084 12,168 R 231.79 R 2,820,420.72
Steve Ellis 1,478 1,478 2,956 R 231.79 R 685,171.24
Total EFSP Share price
Company Vanilla Performance awards on date of Total value of
award award granted grant transaction
Secretary
Janis Cheadle 465 465 930 R 231.79 R 215,564.70
In respect of the EFSP:
- The “vanilla award” shares vest in 5 years, at a strike price of Rnil, subject to certain employment criteria.
- The “performance award” shares vest in 5 years, at a strike price of Rnil, subject to the attainment of CPI-
linked headline earnings per share growth targets aligned to the Group’s strategic plan.
- The shares awarded have been purchased by the LTI’s on behalf of the participants, who receive voting rights
and dividends during the vesting period.
In respect of the Mr Price Executive Director Share Scheme and the Mr Price Executive Share Scheme:
- Share options vest in 5 years, at a strike price of R231.79.
- Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth equal to or greater than CPI+1%: 33% vests, 67% forfeited
- HEPS growth equal to or greater than CPI+2%: 66% vests, 34% forfeited
- HEPS growth equal to or greater than CPI+3%: 100% vests, 0% forfeited
- HEPS growth equal to or greater than CPI+10%: 125% vests
- HEPS growth equal to or greater than CPI+15%: 150% vests
The nature of interest in respect of each of the above dealings is direct beneficial, the grant and acceptances were
authorised by the Remuneration and Nominations Committee and clearance to deal in each instance was obtained
from the Chairman.
DEALING IN SECURITIES BY ASSOCIATE OF DIRECTOR
In compliance with the JSE Limited Listings Requirements, the following information is disclosed:
Director: Stewart Cohen
Associate: The Catregav Investment Trust
Relationship to associate: Trustee and beneficiary
Company: Mr Price
Date of transaction: 28 November 2018
Nature of transaction: On-market disposal of securities by an associate (following the
conversion of B-ordinary shares on Wednesday 28 November
2018)
Number of securities: 150,000
Class of securities: Ordinary shares
Volume weighted average selling price: R257.5162 per ordinary share
Total value of transaction: R38,627,430.00
Highest selling price: R258.90 per ordinary share
Lowest selling price: R256.00 per ordinary share
Nature of interest: Dealing by an associate of a director, direct beneficial
Voluntary clearance obtained: Yes
Durban
3 December 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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