Wrap Text
Long-Term Incentive Plans : Dealings in Securities by Directors and the Company Secretary
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: JSE: DTC
OTCQX: DTTLF
("Datatec", "the Company" or "the Group")
LONG-TERM INCENTIVE PLANS : DEALINGS IN SECURITIES BY DIRECTORS AND
THE COMPANY SECRETARY
Datatec announces the following in relation to its long-term incentive plans, the
Conditional Share Plan ("CSP") and the Deferred Bonus Warrants ("DBW") which are
explained in the Company's Annual Financial Statements for the year ended 28 February
2025 ("FY25"), published on 27 May 2025.
1) 2022 CSP awards vested
The CSP awards granted in July 2022 had a Total Shareholder Return ("TSR") condition
applying to the whole of the award.
The Remuneration Committee has determined that 100% of the June 2022 CSP awards
would vest on 1 June 2025 as the performance condition had been achieved.
Accordingly, the off-market transfer of 1,754,701 Datatec shares to participants in the
June 2022 CSP will be initiated on 6 June 2025.
Details of the transfer of Datatec shares to the participants of the 2022 CSP, who are
Directors and the Company Secretary of Datatec, are disclosed below, in compliance with
the JSE Limited Listings Requirements:
Director : J P Montanana
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of vested CSP shares
Date of transaction : 6 June 2025
Number of securities : 713,605
Deemed price per share : R62.92*
Transaction value : R 44,900,027
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Director : I P Dittrich
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of vested CSP shares
Date of transaction : 6 June 2025
Number of securities : 252,142
Deemed price per share : R62.92*
Transaction value : R 15,864,775
Nature of interest : Direct beneficial
Clearance obtained : Yes
Company Secretary : S P Morris
Company : Datatec Limited
Class of security : Ordinary shares
Nature of transaction : Off market receipt of vested CSP shares
Date of transaction : 6 June 2025
Number of securities : 112,538
Deemed price per share : R62.92*
Transaction value : R7,080,891
Nature of interest : Direct beneficial
Clearance obtained : Yes
* the closing share price on 30 May 2025, the last trading day before the vesting
date.
2) 2025 CSP awards granted
CSP awards in respect of Datatec ordinary shares have been granted to participants on 4
June 2025 following approval by the Remuneration Committee. The awards are subject to
the Rules of the CSP and will vest after three years, subject to the Group meeting the
performance condition set by the Remuneration Committee which is based on absolute
total shareholder return.
Executive directors and the company secretary have accepted CSP awards granted, as
follows:
Name Role Number of Nature of interest
CSP awards
J P Montanana Director 610,997 indirect beneficial
I P Dittrich Director 215,885 direct beneficial
S P Morris Company 102,690 direct beneficial
Secretary
The face value of these awards is R59.52 per award, being the 30-day volume weighted
average share price on 27 May 2025, the date of the Group's FY25 results announcement.
However, the value to the participant is nil until (and if) the awards vest. On vesting of
the CSP awards, a further announcement of the total transaction value received by the
participants will be released on SENS.
Approval for the individual CSP awards to the directors and the company secretary and
clearance to deal has been given and these individual CSP awards have been accepted, off
market, today 6 June 2025.
3) 2025 DBW awards granted
Participants in the DBW Plan have deferred a portion of their FY25 bonus which is used to
purchase Datatec shares ("Bonus Shares") which will be held in escrow until vesting. The
Company has made a co-investment equal to the amount of bonus deferred in the form of
a grant of share appreciation rights ("SARs"). The number of SARs awarded was
determined by the Remuneration Committee based on an estimate of the fair value of the
SARs at the date of grant in relation to the market value of a Datatec share.
Bonus Shares purchased and the SARs granted in terms of the DBW Plan are subject to
an employment condition and only vest with the participant if they remain in employment
with the Company for approximately three years to the vesting date on 1 June 2028. In
addition, there is a two-year, post vesting holding period which applies to the Bonus Shares
and any shares arising from exercise of the SARs within two years of vesting.
The DBW Plan is required to purchase a total of 287,961 Datatec ordinary shares in the
open market in respect of the Bonus Shares due to the participants who have deferred
part of their bonuses. The number of shares to be purchased was calculated based on the
Rand value of bonus deferred divided by R59.52 being the 30-day volume weighted
average share price on 27 May 2025, the date of the Group's FY25 results announcement.
Bonus Shares of participants who are Directors and the Company Secretary are as follows:
DBW Participants Role Number of Nature of Rand Value
securities interest
J P Montanana Director Direct
200,000 11,904,000
beneficial
I P Dittrich Director Direct
44,571 2,652,866
beneficial
S P Morris Company Secretary 13,390 Direct 796,973
beneficial
The shares to satisfy the participants' bonus deferrals, including the Directors and
Company Secretary as set out above, were acquired in the market on 3 June 2025 with
prior clearance at a price of R 63.15 per share and a total transaction value of R
18,184,737.
SARs in respect of Datatec ordinary shares were granted in terms of the DBW Plan on 4
June 2025 with a grant price of R59.52 being the 30-day volume weighted average share
price on 27 May 2025, the date of the Group's FY25 results announcement. The value of
the grant is shown in the table below based on the actuarial value of the SARs awards
which is the same as the share value noted above. The value to a participant is however
nil until and if the SARs vest and are exercised. On vesting and exercise of the SARs, a
further announcement of the value received by the participants will be released.
The SARs granted to the Directors and Company Secretary were as follows:
Name Role Number of SARs Rand value Nature of interest
J P Montanana Director 600 000 11,904,000 direct beneficial
I P Dittrich Director 133,713 2,652,866 direct beneficial
S P Morris Company 40,170 796,973 direct beneficial
Secretary
Approval for the individual DBW Bonus Shares and SARs granted to the Directors and the
Company Secretary and clearance to deal has been given and the DBW SARs have been
accepted, off market, on 6 June 2025.
6 June 2025
Sponsor
Pallidus Exchange Services Proprietary Limited
Date: 06-06-2025 08:00:00
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