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PSG KONSULT LIMITED - Dealings In PSG Konsult Securities

Release Date: 29/04/2019 17:00
Code(s): KST     PDF:  
Wrap Text
Dealings In PSG Konsult Securities

PSG KONSULT LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1993/003941/06
JSE Share Code: KST
NSX Share Code: KFS
SEM Share Code: PSGK.N0000
ISIN Code: ZAE000191417
(“PSG Konsult” or “the Company”)

DEALINGS IN PSG KONSULT SECURITIES

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information is disclosed:

EXERCISE OF OPTIONS

The following share options were exercised in terms of the PSG Konsult Group Share Incentive
Trust:

1.

     NAME OF DIRECTOR                        FJ Gouws
     COMPANY OF WHICH I AM A                 PSG Konsult Limited
     DIRECTOR
     STATUS: EXECUTIVE/NON-                  Executive
     EXECUTIVE
     TYPE OF SECURITIES                      Shares
     CLASS OF SECURITIES                     Ordinary
     DATE OF TRANSACTION                     29 April 2019
     OPTION STRIKE PRICE                     R5.06                                   (1)
                                             R7.27                                   (2)
                                             R6.81                                   (3)
                                             R7.59                                   (4)


     NUMBER OF OPTIONS EXERCISED             1 587 500                               (1)
                                               223 796                               (2)
                                             2 583 895                               (3)
                                               789 140                               (4)

     TOTAL RAND VALUE OF OPTIONS             R 8 032 750.00                          (1)
                                             R 1 626 996.92                          (2)
                                             R17 596 324.95                          (3)
                                             R 5 989 572.60                          (4)

     STRIKE DATE OF OPTIONS                  1 March 2014                            (1)
                                             1 April 2015                            (2)
                                             1 April 2016                            (3)
                                             1 April 2017                            (4)

     PERIOD OF EXERCISE                      17 April 2019 to 31 August 2019         (1)-(4)

     NATURE OF TRANSACTION                   Acquisition of shares in PSG Konsult
                                             through the exercise of options (Off-
                                             market transaction)

     NATURE AND EXTENT OF                    Direct, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED                      Yes

2.

     NAME OF DIRECTOR                        MIF Smith
     COMPANY OF WHICH I AM A                 PSG Konsult Limited
     DIRECTOR
     STATUS: EXECUTIVE/NON-                  Executive
     EXECUTIVE
     TYPE OF SECURITIES                      Shares
     CLASS OF SECURITIES                     Ordinary
     DATE OF TRANSACTION                     29 April 2019
     OPTION STRIKE PRICE                     R5.06                                   (1)
                                             R7.27                                   (2)
                                             R6.81                                   (3)
                                             R7.59                                   (4)

     NUMBER OF OPTIONS EXERCISED             450 000                                 (1)
                                             177 390                                 (2)
                                             599 538                                 (3)
                                             257 527                                 (4)

     TOTAL RAND VALUE OF OPTIONS             R2 277 000.00                           (1)
                                             R1 289 625.30                           (2)
                                             R4 082 853.78                           (3)
                                             R1 954 629.93                           (4)

     STRIKE DATE OF OPTIONS                  1 March 2014                            (1)
                                             1 April 2015                            (2)
                                             1 April 2016                            (3)
                                             1 April 2017                            (4)

     PERIOD OF EXERCISE                      17 April 2019 to 31 August 2019         (1)-(4)

     NATURE OF TRANSACTION                   Acquisition of shares in PSG Konsult
                                             through the exercise of options (Off-
                                             market transaction)
     NATURE AND EXTENT OF                    Direct, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED                      Yes


3.
     NAME OF DIRECTOR              DPB Hugo
     COMPANY OF WHICH I AM A       PSG Wealth Financial Planning
     DIRECTOR                      Proprietary Limited (a major subsidiary of
                                   PSG Konsult)

     STATUS: EXECUTIVE/NON-        Executive
     EXECUTIVE
     TYPE OF SECURITIES            Shares
     CLASS OF SECURITIES           Ordinary
     DATE OF TRANSACTION           29 April 2019
     OPTION STRIKE PRICE           R5.06                                            (1)
                                   R7.27                                            (2)
                                   R6.81                                            (3)
                                   R7.59                                            (4)

     NUMBER OF OPTIONS EXERCISED     562 500                                        (1)
                                      92 606                                        (2)
                                     562 500                                        (3)
                                     250 000                                        (4)


     TOTAL RAND VALUE OF OPTIONS   R2 846 250.00                                    (1)
                                   R 673 245.62                                     (2)
                                   R3 830 625.00                                    (3)
                                   R1 897 500.00                                    (4)

     STRIKE DATE OF OPTIONS        1 March 2014                                     (1)
                                   1 April 2015                                     (2)
                                   1 April 2016                                     (3)
                                   1 April 2017                                     (4)

     PERIOD OF EXERCISE            17 April 2019 to 31 August 2019                  (1)-(4)
     NATURE OF TRANSACTION         Acquisition of shares in PSG Konsult
                                   through the exercise of options (Off-
                                   market transaction)

     NATURE AND EXTENT OF          Direct, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED            Yes

4.
     NAME OF DIRECTOR              AM Ahern
     COMPANY OF WHICH I AM A       PSG Asset Management Holdings
     DIRECTOR                      Proprietary Limited (a major subsidiary of
                                   PSG Konsult)
     STATUS: EXECUTIVE/NON-        Executive
     EXECUTIVE
     TYPE OF SECURITIES            Shares
     CLASS OF SECURITIES           Ordinary
     DATE OF TRANSACTION           29 April 2019
     OPTION STRIKE PRICE           R5.06                                          (1)
                                   R7.27                                          (2)
                                   R6.81                                          (3)
                                   R7.59                                          (4)

     NUMBER OF OPTIONS EXERCISED   500 000                                        (1)
                                    89 202                                        (2)
                                   383 783                                        (3)
                                   269 355                                        (4)

     TOTAL RAND VALUE OF OPTIONS   R2 530 000.00                                  (1)
                                   R 648 498.54                                   (2)
                                   R2 613 562.23                                  (3)
                                   R2 044 404.45                                  (4)

     STRIKE DATE OF OPTIONS        1 March 2014                                   (1)
                                   1 April 2015                                   (2)
                                   1 April 2016                                   (3)
                                   1 April 2017                                   (4)

     PERIOD OF EXERCISE            17 April 2019 to 31 August 2019                (1)-(4)

     NATURE OF TRANSACTION         Acquisition of shares in PSG Konsult
                                   through the exercise of options (Off-market
                                   transaction)

     NATURE AND EXTENT OF          Direct, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED            Yes


5.

     NAME OF DIRECTOR              NM Gudka
     COMPANY OF WHICH I AM A       PSG Wealth Financial Planning
     DIRECTOR                      Proprietary Limited (a major subsidiary of
                                   PSG Konsult)
     STATUS: EXECUTIVE/NON-        Executive
     EXECUTIVE
     TYPE OF SECURITIES            Shares
     CLASS OF SECURITIES           Ordinary
     DATE OF TRANSACTION           29 April 2019
     OPTION STRIKE PRICE           R5.06                                        (1)
                                   R7.27                                        (2)
                                   R6.81                                        (3)
                                   R7.59                                        (4)

     NUMBER OF OPTIONS EXERCISED   450 000                                      (1)
                                   146 424                                      (2)
                                   628 579                                      (3)
                                   298 925                                      (4)

     TOTAL RAND VALUE OF OPTIONS   R2 277 000.00                                (1)
                                   R1 064 502.48                                (2)
                                   R4 280 622.99                                (3)
                                   R2 268 840.75                                (4)

     STRIKE DATE OF OPTIONS        1 March 2014                                 (1)
                                   1 April 2015                                 (2)
                                   1 April 2016                                 (3)
                                   1 April 2017                                 (4)

     PERIOD OF EXERCISE            17 April 2019 to 31 August 2019              (1)-(4)

     NATURE OF TRANSACTION         Acquisition of shares in PSG Konsult
                                   through the exercise of options (Off-
                                   market transaction)

     NATURE AND EXTENT OF          Direct, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED            Yes


6.

     NAME OF DIRECTOR                  M Lansdell
     COMPANY OF WHICH I AM A           PSG Wealth Holdings Proprietary Limited
     DIRECTOR                          (a major subsidiary of PSG Konsult)

     STATUS: EXECUTIVE/NON-            Executive
     EXECUTIVE
     TYPE OF SECURITIES                Shares
     CLASS OF SECURITIES               Ordinary
     DATE OF TRANSACTION               29 April 2019
     OPTION STRIKE PRICE               R5.06                                     (1)
                                       R7.27                                     (2)
                                       R6.81                                     (3)
                                       R7.59                                     (4)

     NUMBER OF OPTIONS EXERCISED       25 000                                    (1)
                                       75 000                                    (2)
                                       138 932                                   (3)
                                       371 999                                   (4)

     TOTAL RAND VALUE OF OPTIONS       R126 500.00                               (1)
                                       R545 250.00                               (2)
                                       R946 126.92                               (3)
                                       R2 823 472.41                             (4)

   STRIKE DATE OF OPTIONS              1 March 2014                              (1)
                                       1 April 2015                              (2)
                                       1 April 2016                              (3)
                                       1 April 2017                              (4)

   PERIOD OF EXERCISE                  17 April 2019 to31 August 2019            (1)-(4)

   NATURE OF TRANSACTION               Acquisition of shares in PSG Konsult
                                       through the exercise of options (Off-
                                       market transaction)

   NATURE AND EXTENT OF                Direct, Beneficial
   INTEREST IN THE TRANSACTION
   CLEARANCE OBTAINED                  Yes


Clearance for the above was obtained in accordance with paragraph 3.66 of the JSE Limited
Listings Requirements.


EXERCISE OF OPTIONS BY AN ASSOCIATE OF A DIRECTOR OF A MAJOR SUBSIDIARY


   1.

   NAME OF DIRECTOR                     HP Visser
   COMPANY OF WHICH I AM A              PSG Insure Holdings Proprietary Limited (a
   DIRECTOR                             major subsidiary of PSG Konsult)

   STATUS: EXECUTIVE/NON-               Executive
   EXECUTIVE
   TYPE OF SECURITIES                   Shares
   CLASS OF SECURITIES                  Ordinary
   DATE OF TRANSACTION                  29 April 2019
   OPTION STRIKE PRICE                  R5.06                                          (1)
                                        R7.27                                          (2)
                                        R6.81                                          (3)
                                        R7.59                                          (4)

   NUMBER OF OPTIONS                    500 000                                        (1)
   EXERCISED                             86 107                                        (2)
                                        368 750                                        (3)
                                        225 000                                        (4)

   TOTAL RAND VALUE OF OPTIONS          R2 530 000.00                                  (1)
                                        R 625 997.89                                   (2)
                                        R2 511 187.50                                  (3)
                                        R1 707 750.00                                  (4)

   STRIKE DATE OF OPTIONS               1 March 2014                                   (1)
                                        1 April 2015                                   (2)
                                        1 April 2016                                   (3)
                                        1 April 2017                                   (4)

    PERIOD OF EXERCISE                  17 April 2019 to 31 August 2019                (1)-(4)

    NATURE OF TRANSACTION               Acquisition of shares in PSG Konsult
                                        through the exercise of options (Off-market
                                        transaction)

     NAME OF ASSOCIATE                  Nikadine Trust

     RELATIONSHIP WITH DIRECTOR         Director is a trustee and beneficiary of the
                                        associate

     NATURE AND EXTENT OF               Indirect, Beneficial
     INTEREST IN THE TRANSACTION
     CLEARANCE OBTAINED                 Yes


DEALINGS IN SECURITIES BY DIRECTORS

The disposals of PSG Konsult shares listed below occurred by way of a placement to institutional
investors and were made, inter alia, to settle share incentive scheme obligations of the directors
in question.

1.
     NAME OF DIRECTOR                                   FJ Gouws
     COMPANY OF WHICH I AM A                            PSG Konsult Limited
     DIRECTOR
     STATUS: EXECUTIVE/NON-EXECUTIVE                    Executive
     TYPE OF SECURITIES                                 Shares
     CLASS OF SECURITIES                                Ordinary
     DATE OF TRANSACTION                                29 April 2019
     CENTS PER SHARE                                    1 035
     NUMBER OF SECURITIES                               5 184 331
     TRANSACTED
     TOTAL RAND VALUE OF SECURITIES                     R53 657 825.85
     NATURE OF TRANSACTION                              Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST                      Direct, Beneficial
     IN THE TRANSACTION
     CLEARANCE OBTAINED                                 Yes

2.
     NAME OF DIRECTOR                                   MIF Smith
     COMPANY OF WHICH I AM A DIRECTOR                   PSG Konsult Limited
     STATUS: EXECUTIVE/NON-EXECUTIVE                    Executive
     TYPE OF SECURITIES                                 Shares
     CLASS OF SECURITIES                                Ordinary
     DATE OF TRANSACTION                                29 April 2019
     CENTS PER SHARE                                    1 035
     NUMBER OF SECURITIES TRANSACTED                    1 284 455

     TOTAL RAND VALUE OF SECURITIES                     R13 294 109.25

     NATURE OF TRANSACTION                              Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST                      Direct, Beneficial
     CLEARANCE OBTAINED                                 Yes

Clearance for the above was obtained in accordance with paragraph 3.66 of the JSE Limited
Listings Requirements.

DEALINGS IN SECURITIES BY DIRECTORS OF A MAJOR SUBSIDIARY

The disposals of PSG Konsult shares listed below occurred by way of a placement to institutional
investors and were made, inter alia, to settle share incentive scheme obligations of the directors
in question.

1.
     NAME OF DIRECTOR                                    DPB Hugo
     COMPANY OF WHICH I AM A DIRECTOR                    PSG Wealth Financial Planning Proprietary
                                                         Limited (a major subsidiary of PSG Konsult)
     STATUS: EXECUTIVE/NON-EXECUTIVE                     Executive
     TYPE OF SECURITIES                                  Shares
     CLASS OF SECURITIES                                 Ordinary
     DATE OF TRANSACTION                                 29 April 2019
     CENTS PER SHARE                                     1 035
     NUMBER OF SECURITIES TRANSACTED                     1 963 534
     TOTAL RAND VALUE OF SECURITIES                      20 322 576.90

     NATURE OF TRANSACTION                               Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST IN THE                Direct, Beneficial
     TRANSACTION
     CLEARANCE OBTAINED                                  Yes

2.
     NAME OF DIRECTOR                                    AM Ahern
     COMPANY OF WHICH I AM A DIRECTOR                    PSG Asset Management Holdings Proprietary
                                                         Limited (a major subsidiary of PSG Konsult)
     STATUS: EXECUTIVE/NON-EXECUTIVE                     Executive
     TYPE OF SECURITIES                                  Shares
     CLASS OF SECURITIES                                 Ordinary
     DATE OF TRANSACTION                                 29 April 2019
     CENTS PER SHARE                                     1 035

     NUMBER OF SECURITIES TRANSACTED                     978 102

     TOTAL RAND VALUE OF SECURITIES                      10 123 355.70

     NATURE OF TRANSACTION                               Disposal (Off-market transaction)

     NATURE AND EXTENT OF INTEREST IN THE                Direct, Beneficial
     TRANSACTION
     CLEARANCE OBTAINED                                  Yes

3.
     NAME OF DIRECTOR                                    NM Gudka
     COMPANY OF WHICH I AM A DIRECTOR                    PSG Wealth Financial Planning Proprietary
                                                         Limited (a major subsidiary of PSG Konsult)
     STATUS: EXECUTIVE/NON-EXECUTIVE                     Executive
     TYPE OF SECURITIES                                  Shares
     CLASS OF SECURITIES                                 Ordinary
     DATE OF TRANSACTION                                 29 April 2019
     CENTS PER SHARE                                     1 035
     NUMBER OF SECURITIES TRANSACTED                     1 173 928

     TOTAL RAND VALUE OF SECURITIES                      R12 150 154.80

     NATURE OF TRANSACTION                               Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST IN THE                Direct, Beneficial
     TRANSACTION
     CLEARANCE OBTAINED                                  Yes


4.
     NAME OF DIRECTOR                                    M Lansdell
     COMPANY OF WHICH I AM A DIRECTOR                    PSG Wealth Holdings Proprietary Limited (a
                                                         major subsidiary of PSG Konsult)
     STATUS: EXECUTIVE/NON-EXECUTIVE                     Executive
     TYPE OF SECURITIES                                  Shares
     CLASS OF SECURITIES                                 Ordinary
     DATE OF TRANSACTION                                 29 April 2019
     CENTS PER SHARE                                     1 035
     NUMBER OF SECURITIES TRANSACTED                     512 205

     TOTAL RAND VALUE OF SECURITIES                      R5 301 321.75

     NATURE OF TRANSACTION                               Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST IN THE                Direct, Beneficial
     TRANSACTION
     CLEARANCE OBTAINED                                  Yes

Clearance for the above was obtained in accordance with paragraph 3.66 of the JSE Limited
Listings Requirements.

DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS

The below share disposal occurred by the way of a placement to institutional investors, in order
to settle certain existing funding obligations relating to the past acquisition of PSG Konsult
shares by the associate.

1.
     NAME OF DIRECTOR                                   FJ Gouws
     COMPANY OF WHICH I AM A DIRECTOR                   PSG Konsult Limited
     STATUS: EXECUTIVE/NON-EXECUTIVE                    Executive
     TYPE OF SECURITIES                                 Shares
     CLASS OF SECURITIES                                Ordinary
     DATE OF TRANSACTION                                29 April 2019
     CENTS PER SHARE                                    1 035
     NUMBER OF SECURITIES TRANSACTED                    4 000 000

     TOTAL RAND VALUE OF SECURITIES                     R41 400 000.00

     NAME OF ASSOCIATE                                  Lanchian Investments (Pty) Ltd
     RELATIONSHIP WITH DIRECTOR                         Director is a director and shareholder of the
                                                        associate
     NATURE OF TRANSACTION                              Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST                      Indirect, Beneficial
     CLEARANCE OBTAINED                                 Yes


2.
     NAME OF DIRECTOR                                   DPB Hugo
     COMPANY OF WHICH I AM A DIRECTOR                   PSG Konsult Limited
     STATUS: EXECUTIVE/NON-EXECUTIVE                    Executive
     TYPE OF SECURITIES                                 Shares
     CLASS OF SECURITIES                                Ordinary
     DATE OF TRANSACTION                                29 April 2019
     CENTS PER SHARE                                    1 035
     NUMBER OF SECURITIES TRANSACTED                    420 312

     TOTAL RAND VALUE OF SECURITIES                     R4 350 229.20

     NAME OF ASSOCIATE                                  Dan Hugo Family Trust
     RELATIONSHIP WITH DIRECTOR                         Director is a trustee and beneficiary of the
                                                        associate
     NATURE OF TRANSACTION                              Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST                      Indirect, Beneficial
     CLEARANCE OBTAINED                                 Yes


DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR OF A MAJOR
SUBSIDIARY

1.
     NAME OF DIRECTOR                                   HP Visser
     COMPANY OF WHICH I AM A DIRECTOR                   PSG Insure Holdings Proprietary Limited (a
                                                        major subsidiary of PSG Konsult)
     STATUS: EXECUTIVE/NON-EXECUTIVE                    Executive
     TYPE OF SECURITIES                                 Shares
     CLASS OF SECURITIES                                Ordinary
     DATE OF TRANSACTION                                29 April 2019
     CENTS PER SHARE                                    1 035
     NUMBER OF SECURITIES TRANSACTED                    925 327

     TOTAL RAND VALUE OF SECURITIES                     R9 577 134.45

     NAME OF ASSOCIATE                                  Nikadine Trust
     RELATIONSHIP WITH DIRECTOR                         Director is a trustee and beneficiary of the
                                                        associate
     NATURE OF TRANSACTION                              Disposal (Off-market transaction)
     NATURE AND EXTENT OF INTEREST                      Indirect, Beneficial
     CLEARANCE OBTAINED                                 Yes

DEALINGS IN SECURITIES BY SHARE INCENTIVE SCHEME

In compliance with paragraph 14.9(d) of Schedule 14 and paragraphs 3.63 to 3.74 of the JSE
Limited Listings Requirements, the following information, relating to the dealing in PSG Konsult
securities by the PSG Konsult Group Share Incentive Trust, is disclosed:

1.
NAME OF SCHEME                                          PSG Konsult Group Share Incentive Trust
COMPANY TO WHICH THE SCHEME                             PSG Konsult Limited
RELATES
TYPE OF SECURITIES                                      Shares
CLASS OF SECURITIES                                     Ordinary
DATE OF TRANSACTION                                     29 April 2019
CENTS PER SHARE                                         1 035
NUMBER OF SECURITIES                                    5 441 537
TRANSACTED
TOTAL RAND VALUE OF SECURITIES                          R56 319 907.95
NATURE OF TRANSACTION                                   Purchase of shares by the PSG Konsult
                                                        Group Share Incentive Trust to enable it to
                                                        satisfy certain of its obligations in terms of the
                                                        Share Incentive Scheme (Combination of On
                                                        and Off-market transaction).

The above shares were purchased by the PSG Konsult Group Share Incentive Trust under the
abovementioned placement from persons other than directors of PSG Konsult Limited or of its
major subsidiaries, at the same price at which shares were placed with independent institutional
investors.

2.
NAME OF SHARE INCENTIVE                                PSG Konsult Group Share Incentive Trust
SCHEME                                                (“SIT”)
TYPE OF SECURITIES                                     Shares
CLASS OF SECURITIES                                    Ordinary
NATURE OF TRANSACTION                                  Subscription for ordinary shares by the SIT
                                                       as per the SIT Deed, to enable it to satisfy 
                                                       certain of its obligations in terms of the Company’s
                                                       share incentive scheme (Off-market transaction.)
DATE OF TRANSACTION                                    26 April 2019
PRICE PER SECURITY                                     R10.15, matching the 30 day VWAP at
                                                       which the most recent option awards
                                                       occurred, as announced on 24 April 2019
NUMBER OF SECURITIES                                   2 378 787
TRANSCATED
TOTAL RAND VALUE OF SECURITIES                         R24 144 688.05
TRANSACTED

Clearance for the above was obtained in accordance with paragraph 3.66 of the JSE Limited
Listings Requirements, to the extent required.

Tyger Valley
29 April 2019

JSE Sponsor: PSG Capital Proprietary Limited
NSX Sponsor: PSG Wealth Management (Namibia) Proprietary Limited, member of the Namibian
Stock Exchange
SEM authorised representative and SEM Sponsor: Perigeum Capital Ltd

This notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 15.24 and the
Mauritian Securities Act 2005. The board of directors of PSG Konsult accepts full responsibility
for the accuracy of the information contained in this Communiqué.

Date: 29/04/2019 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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