CAPITEC BANK HOLDINGS LIMITED CAPITEC BANK HOLDINGS LIMITED Registration Number: 1999/025903/06 Incorporated in the Republic of South Africa Registered bank controlling company
Share Code: CPI
ISIN Number: ZAE000035861 ("Capitec" or "the Company")
DEALINGS IN SECURITIES AND ACCEPTANCE BY A DIRECTOR AND PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF A SHARE INCENTIVE PLAN
Select executive directors and prescribed officers of the Company ("participants") were granted share appreciation rights in terms of a share incentive plan ("Plan") which falls outside of the ambit of schedule 14 of the JSE Limited Listings Requirements ("JSE Listings Requirements"). The granting and eventual vesting of the share appreciation rights in terms of the Plan are subject to the participants investing all or a portion of their after-tax annual cash bonus in Capitec ordinary shares ("Shares") ("Cash Bonus Shares"). Should such participants dispose of any Cash Bonus Shares within a three-year period from acquisition, the grant of the share appreciation rights will be reduced proportionately. Following the exercise of the share appreciation rights, such rights will be settled by Capitec Bank Limited ("Capitec Bank"), the wholly-owned subsidiary of the Company, solely by way of Shares purchased in the market for direct delivery to the participants in order to ensure that there is no dilution of shareholding, and only where the Company or Capitec Bank, as may be applicable, is not prohibited from doing so in terms of the JSE Listings Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following information relating to the dealings in securities and acceptance of share appreciation rights, granted in terms of the Plan, by a director and prescribed officers, is disclosed:
DEALINGS IN SECURITIES
1.
NAME OF DIRECTOR NAMES OF PRESCRIBED OFFICERS | NS Mashiya (1) R Butler (2) F Viviers (3) A Baloyi (4) |
COMPANY OF WHICH A DIRECTOR OR PRESCRIBED OFFICER | Capitec Bank Holdings Limited (1-4) |
STATUS: EXECUTIVE/NON-EXECUTIVE | Executive director (1) |
NATURE OF TRANSACTIONS | Purchase (1-4) (on-market transactions) |
CLASS OF SECURITIES | Ordinary shares (1-4) |
DATE OF TRANSACTIONS | 19 April 2022 (1-4) |
NUMBER OF SECURITIES TRANSACTED | 898 (1) 706 (2) 650 (3) 221 (4) |
PRICE PER SECURITY (RAND) | R2,133.32 (1-4) |
TOTAL RAND VALUE OF SECURITIES TRANSACTED | R1,915,721.36 (1) R1,506,123.92 (2) R1,386,658.00 (3) R471,463.72 (4) |
NATURE AND EXTENT OF INTEREST IN THE TRANSACTIONS | Direct, beneficial (1-4) |
2.
NAME OF DIRECTOR | NS Mashiya |
COMPANY OF WHICH A DIRECTOR | Capitec Bank Holdings Limited |
STATUS: EXECUTIVE/NON-EXECUTIVE | Executive Director |
NATURE OF TRANSACTION | Transfer of shares by NS Mashiya (1) to Jeislo Investments (Pty) Ltd, an associate of the director (2) (Off-market transaction) |
TYPE OF SECURITIES | Shares |
CLASS OF SECURITIES | Ordinary |
NUMBER OF SECURITIES TRANSACTED | 898 |
DATE OF TRANSACTION | 19 April 2022 |
PRICE PER SECURITY (RAND) | R2,133.32 |
TOTAL RAND VALUE OF SECURITIES TRANSACTED | R1,915,721.36 |
RELATIONSHIP WITH DIRECTOR | Director of associate (2) |
NATURE AND EXTENT OF THE DIRECTOR'S INTEREST IN THE TRANSACTION | Direct, beneficial (1) Indirect, beneficial (2) |
ACCEPTANCE BY A DIRECTOR AND PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF THE PLAN
NAME OF DIRECTOR NAMES OF PRESCRIBED OFFICERS | NS Mashiya (1) R Butler (2) F Viviers (3) A Baloyi (4) |
COMPANY OF WHICH A DIRECTOR OR PRESCRIBED OFFICER | Capitec Bank Holdings Limited (1-4) |
STATUS: EXECUTIVE/NON-EXECUTIVE | Executive (1) |
CLASS OF SECURITIES | Share appreciation rights to acquire Shares on a net-settlement basis (1-4) |
NATURE OF TRANSACTIONS | Acceptance of share appreciation rights granted in terms of the Plan. Following (1-4)exercise, the share appreciation rights will be settled through net settlement, solely by way of the purchase of Shares in the market for direct delivery to the participant. (off-market transactions) |
DATES OF ACCEPTANCE | 14 April 2022 (1) 12 April 2022 (2) 12 April 2022 (3) 20 April 2022 (4) |
STRIKE PRICE | R 2,067.19 (1-4) (which price will reduce by 5% for every year up to 10 years during which the participant remains in the employ of the Company) |
NUMBER OF SHARE APPRECIATION RIGHTS GRANTED | 5,059 (1) 3,978 (2) 3,659 (3) 1,248 (4) , subject to reduction if Cash Bonus Shares are sold within a 3-year period of their acquisition |
period
during which
STRIKE DATES OF SHARE APPRECIATION RIGHTS | The date of public announcement of the annual financial results on SENS in each of 2026, 2028, 2030 and 2032 (1-4) |
PERIOD OF EXERCISE | The share appreciation rights mature in tranches of 25% each on the fourth, sixth, eight and tenth anniversaries of the grant date and the participant has until the end of the exercise period to exercise. (1-4) |
NUMBER OF SHARES TO BE ACQUIRED UPON EXERCISE | The number of shares to be settled will be determined upon exercise and will be equal to the growth in market value of Shares in excess of the Strike Price, which price will reduce by 5% for every year up to 10 years during which the participant remains in the employ of the Company, for all share appreciation (1-4)rights exercised, less applicable income tax, divided by the market price at the time of exercise. x ={[(a-b)xd]- c}/a x= number of shares to be settled following exercise a= market value of a share on exercise b= strike price (reduced by 5% per annum for every year up to 10 years during which participants remain in the employ of the company) c= income tax payable on exercise of the share appreciation right d= number of share appreciation rights being exercised. |
NATURE AND EXTENT OF THE DIRECTOR'S INTEREST IN THE TRANSACTIONS | Direct, beneficial (1-4) |
d= number of share appreciation rightsClearance for the above was obtained in accordance with paragraph 3.66 of the JSE Listings Requirements.
20 April 2022
Stellenbosch
Sponsor
PSG Capital
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Capitec Bank Holdings Limited published this content on 20 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2022 15:24:04 UTC.
