11 Oct - 7 min read

Dealing in securities pursuant to long-term incentive schemes

Dealing in securities pursuant to long-term incentive schemes

Spur Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/000828/06)
Share code: SUR
ISIN: ZAE 000022653
(“Spur Corporation” or “the Company”)


DEALING IN SECURITIES PURSUANT TO LONG-TERM SHARE INCENTIVE SCHEMES

On 23 December 2021, at the annual general meeting of the Company, shareholders approved two
long-term share incentive schemes, the equity-settled 2020 Share Appreciation Right Scheme (“2020
SAR Scheme”) and the 2020 Restricted Share Plan (“2020 RSP Scheme”). Details of the first tranche
of awards granted in terms of these schemes are detailed below.

1. Share Appreciation Rights (“SARs”) granted in accordance with the 2020 SAR Scheme

In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, details of the following grants and acceptances of equity-settled SARs to executive
directors of the Company (“Executive Directors”) and the Company Secretary, which were awarded in
terms of the 2020 SAR Scheme on 7 October 2021 (“Award Date”), should be noted:

Name:                                            Val Nichas
Designation:                                     Executive Director
Number of SARs awarded:                          521 229
Strike price of SARs awarded (per right):        R19.14 (being the 10-day volume-weighted average
                                                 price at 6 October 2021)
Consideration                                    Nil
Grant date fair value of SAR (per right):        R8.48
Value of transaction:                            R4 420 022
Number of shares                                 Refer note 1
On market/off market:                            Off market
Prior permission to deal:                        Obtained
Vesting Period:                                  Refer note 1
Vesting Criteria:                                Refer note 2
Nature of interest:                              Direct beneficial (also refer note 1)

Name:                                            Cristina Teixeira
Designation:                                     Executive Director
Number of SARs awarded:                          229 954
Strike price of SARs awarded (per right):        R19.14 (being the 10-day volume-weighted average
                                                 price at 6 October 2021)
Consideration                                    Nil
Grant date fair value of SAR (per right):        R8.48
Value of transaction:                            R1 950 010
Number of shares                                 Refer note 1
On market/off market:                            Off market
Prior permission to deal:                        Obtained
Vesting Period:                                  Refer note 1
Vesting Criteria:                                Refer note 2
Nature of interest:                              Direct beneficial (also refer note 1)

Name:                                             Kevin Robertson
Designation:                                      Executive Director
Number of SARs awarded:                           175 133
Strike price of SARs awarded (per right):         R19.14 (being the 10-day volume-weighted average
                                                  price at 6 October 2021)
Consideration                                     Nil
Grant date fair value of SAR (per right):         R8.48
Value of transaction:                             R1 485 128
Number of shares                                  Refer note 1
On market/off market:                             Off market
Prior permission to deal:                         Obtained
Vesting Period:                                   Refer note 1
Vesting Criteria:                                 Refer note 2
Nature of interest:                               Direct beneficial (also refer note 1)

Name:                                             Donfrey Meyer
Designation:                                      Company Secretary
Number of SARs awarded:                           11 855
Strike price of SARs awarded (per right):         R19.14 (being the 10-day volume-weighted average
                                                  price at 6 October 2021)
Consideration                                     Nil
Grant date fair value of SAR (per right):         R8.48
Value of transaction:                             R100 530
Number of shares                                  Refer note 1
On market/off market:                             Off market
Prior permission to deal:                         Obtained
Vesting Period:                                   Refer note 1
Vesting Criteria:                                 Refer note 2
Nature of interest:                               Direct beneficial (also refer note 1)

Note 1 – 2020 SAR Scheme number of shares and vesting period:
   • Subject to compliance with the performance criteria detailed in Note 2, up to a maximum of the
      total number of SARs awarded to each participant will vest on 7 October 2024 (“Vesting Date”),
      being three years from the Award Date (“Vesting Period”). Any SARs that do not vest due to the
      Vesting Criteria not being met as measured at the Vesting Date will lapse and be forfeited without
      recourse.
   • The participant will have a period of two years subsequent to the Vesting Date, concluding on 6
      October 2026, to exercise any vested SARs (“Exercise Date”).
   • For each SAR exercised, the participant is entitled to obtain the number of fully paid-for Spur
      Corporation shares equivalent in value to the increase in the Company’s share price from the
      Strike Price to the 1-day volume-weighted average share price of the Company’s share on the
      day immediately preceding the Exercise Date.
   • With effect from the Exercise Date, the participant will enjoy full direct beneficial ownership of the
      resulting shares, save to the extent that the Executive Directors will be contractually bound to
      retain ownership of the shares for a two-year period (“Holding Period”) following the Exercise
      Date.
   • Upon the termination of the Holding Period, the Executive Directors will be free to trade in the
      resulting shares.

Note 2 – 2020 SAR Scheme vesting criteria (“Vesting Criteria”):
   • The participant needs to remain in the fulltime gainful employment of the group from the Award
      Date to the Vesting Date to be eligible to exercise any SARs.
   •   The participant is required to meet a minimum personal performance threshold for the duration
       of the Vesting Period to be eligible to exercise any SARs.
   •   The number of SARs that vests shall be calculated at the Vesting Date as: (Number of SARs
       awarded) x (Financial Performance Factor) where:
       1) the Financial Performance Factor is a sliding scale of between 30% (threshold vesting), 67%
           (on-target vesting) and 100% (stretch vesting), where the Financial Performance Condition
           (as defined below) is at GDP+CPI (threshold vesting), GDP+CPI+1% (on-target vesting) and
           GDP+CPI+2% (stretch vesting) (calculated on a nominal annual compounded annually
           (“NACA”) basis over the Vesting Period), respectively (where GDP is the growth in the South
           African real gross domestic product per annum, and CPI is the South African headline
           consumer price index annual inflation rate applicable to the years in question);
       2) the Financial Performance Condition is determined as the average of the growth (calculated
           on a NACA basis) in Adjusted Headline Earnings (“AHE”) and Adjusted Headline Earnings
           Per Share (“AHEPS”) for the group’s financial year ending 30 June 2024 relative to the
           group’s financial year ended 30 June 2021; and
       3) AHE and AHEPS are calculated as headline earnings and headline earnings per share as
           published in accordance with the JSE Listings Requirements for the respective years,
           adjusted to, inter alia:
               • exclude marketing fund surpluses/deficits, foreign exchange gains/losses, the impact
                  of any incentive schemes and the impact of any acquisition not included in the base
                  year of measurement;
               • include any impairments excluded in the determination of headline earnings; and
               • at the discretion of the Company’s Nominations and Remuneration Committee,
                  exclude any unusual item which, in the opinion of the committee, results in an
                  unjustified windfall for the participants.

Note 3 – Malus and Clawback
   • In accordance with the Company’s Malus and Clawback Policy, Malus provisions will apply to
      the SARs prior to the Exercise Date and Clawback provisions will apply to the resulting shares
      for a period of three years following the Exercise Date.
   • The Malus provisions provide for the forfeiture, reduction or cancellation of any SARs upon the
      occurrence of one or more trigger events.
   • The Clawback provisions provide for the recoupment or recovery of the value of any shares
      already transferred to the participant upon the occurrence of one or more trigger events.
   • Trigger events include: material misstatement of financial statements; acts, events or conduct of
      the participant that are considered gross misconduct or negligence, dishonesty or fraud; and any
      material error in the determination of any award.

2. Bonus Matching Forfeitable Shares (“BMFSs”) granted in accordance with the 2020 RSP
Scheme

In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, details of the following grants and acceptances of equity-settled BMFSs to Executive
Directors and the Company Secretary, which were awarded in terms of the 2020 RSP Scheme on 7
October 2021 (“Award Date”), should be noted:

The 2020 RSP Scheme rules make provision for the award of forfeitable shares to a participant, the
value of which is determined with reference to a percentage of any annual performance bonus earned
in any particular financial year by that participant. The Executive Directors and Company Secretary will
participate in the Company’s short-term incentive scheme (“STI”) for the financial year ending 30 June
2022, further details of which will be communicated to shareholders in the Company’s remuneration
report to be published as part of the Company’s integrated report for the year ended 30 June 2021 in
October 2021. The Executive Directors and Company Secretary will, as contemplated by the 2020
RSP Scheme rules, be issued with a number of fully paid-for Spur Corporation shares equivalent in
value to a certain percentage of the annual performance bonus payable in terms of the STI, which
shares will be subject to the 2020 RSP Scheme rules. The annual performance bonus payable in
terms of the STI is subject to certain performance criteria including both personal and group financial
performance hurdles. The BMFSs will be subject to a three-year holding period following the date of
transfer of the shares in October 2022, terminating in October 2025, during which time the participant
will enjoy full direct beneficial ownership of the shares, but will not be able to trade the shares.

The value of BMFSs that may be awarded, assuming an on-target performance bonus is payable in
accordance with the STI rules, per Executive Director and the Company Secretary is as follows:

Val Nichas (Executive Director):                R450 000
Cristina Teixeira (Executive Director):         R375 000
Kevin Robertson (Executive Director):           R285 600
Donfrey Meyer (Company Secretary):              R58 000

The annual performance bonus payable in terms of the STI in respect of the financial year ending 30
June 2022, and therefore the value and number of BMFSs awarded, will only be determined
subsequent to the publication of the group’s financial results for the year ending 30 June 2022 which
is anticipated to be in September 2022 and will be communicated to shareholders via SENS then.


Cape Town
11 October 2021

Sponsor

Sasfin Capital (a member of the Sasfin Group)

Date: 11-10-2021 02:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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