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Exercise and related settlement of share options in terms of the Stadio Holdings Limited Share Incentive Trust

Published: 2023-04-06 16:10:25 ET
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STADIO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/371398/06)
Share code: SDO
ISIN: ZAE000248662
LEI: 3789007C8FB26515D966
(“STADIO Holdings” or “the Company”)


EXERCISE AND RELATED SETTLEMENT OF SHARE OPTIONS IN TERMS OF THE
STADIO HOLDINGS LIMITED SHARE INCENTIVE TRUST


In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the exercise of share options by directors, a prescribed officer,
and a director of a major subsidiary of STADIO Holdings are disclosed to shareholders.

Upon the exercise of the share options referred to below, in the instances where the
beneficiaries elected to have their options settled on a net-equity basis, STADIO Holdings
elected to settle same on an after-tax equity settlement basis, through the award of ordinary
shares as detailed below:

1.
 NAME OF DIRECTOR                          Mr Christian Phillipus David Vorster

 COMPANY OF WHICH A DIRECTOR               STADIO Holdings Limited

 STATUS: EXECUTIVE/NON-                    Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES              Options in relation to ordinary shares

 OPTION STRIKE PRICE                       R1.23

 NUMBER OF OPTIONS EXERCISED               (1) 180 000
                                           (2) 1 816 413

 VESTING DATE OF OPTIONS                   3 April 2023

 EXERCISE DATE OF OPTIONS                  After close of business on 5 April 2023

 PERIOD OF EXERCISE                        Participants have a 30-day period from the vesting
                                           date during which options can be exercised

 NATURE OF TRANSACTION                     (1) Exercise of options and acquisition of
                                               180 000 shares by the director, at the strike
                                               price of R1.23 (off-market transaction)
                                           (2) Exercise of options by the director and
                                               related after-tax net-equity settlement of
                                               734 768 shares to the director at the closing
                                               share price on the exercise date of R4.65 (off-
                                               market transaction)
NAME OF ASSOCIATE              Bredamonti Proprietary Limited

RELATIONSHIP WITH DIRECTOR     The director is a director and shareholder of the
                               associate

NATURE AND EXTENT OF           Indirect, beneficial
INTEREST IN THE TRANSACTION


2.
 NAME OF DIRECTOR              Dr Divya Singh

COMPANY OF WHICH A DIRECTOR    STADIO Holdings Limited

STATUS: EXECUTIVE/NON-         Executive
EXECUTIVE

TYPE AND CLASS OF SECURITIES   Options in relation to ordinary shares

OPTION STRIKE PRICE            (1) R3.63
                               (2) R1.23
                               (3) R2.62

NUMBER OF OPTIONS EXERCISED    (1) 466 178
                               (2) 317 073
                               (3) 211 134

VESTING DATE OF OPTIONS        3 April 2023

EXERCISE DATE OF OPTIONS       After close of business on 5 April 2023

PERIOD OF EXERCISE             Participants have a 30-day period from the vesting
                               date during which options can be exercised

NATURE OF TRANSACTION          (1) Exercise of options by the director and
                                   related after-tax net-equity settlement of
                                   56 242 shares to the director at the closing
                                   share price on the exercise date of R4.65 (off-
                                   market transaction)
                               (2) Exercise of options and acquisition of
                                   317 073 shares by the director at the strike
                                   price of R1.23 (off-market transaction)
                               (3) Exercise of options by the director and
                                   related after-tax net-equity settlement of
                                   50 695 shares to the director at the closing
                                   share price on the exercise date of R4.65 (off-
                                   market transaction)

NATURE AND EXTENT OF           Direct, beneficial
INTEREST IN THE TRANSACTION
3.
 NAME OF DIRECTOR              Ms Samara Totaram

COMPANY OF WHICH A DIRECTOR    STADIO Holdings Limited

STATUS: EXECUTIVE/NON-         Executive
EXECUTIVE

TYPE AND CLASS OF SECURITIES   Options in relation to ordinary shares

OPTION STRIKE PRICE            (1) R3.63
                               (2) R1.23
                               (3) R2.62

NUMBER OF OPTIONS EXERCISED    (1) 289 814
                               (2) 551 075
                               (3) 231 887

VESTING DATE OF OPTIONS        3 April 2023

EXERCISE DATE OF OPTIONS       After close of business on 5 April 2023

PERIOD OF EXERCISE             Participants have a 30-day period from the vesting
                               date during which options can be exercised

NATURE OF TRANSACTION          (1) Exercise of options by the director and related
                                   after-tax net-equity settlement of 34 965
                                   shares to the director at the closing share
                                   price on the exercise date of R4.65 (off-
                                   market transaction)
                               (2) Exercise of options by the director and related
                                   after-tax net-equity settlement of 222 919
                                   shares to the director at the closing share
                                   price on the exercise date of R4.65 (off-
                                   market transaction)
                               (3) Exercise of options by the director and related
                                   after-tax net-equity settlement of 55 678
                                   shares to the director at the closing share
                                   price on the exercise date of R4.65 (off-
                                   market transaction)

NATURE AND EXTENT OF           Direct, beneficial
INTEREST IN THE TRANSACTION


4.
 NAME OF PRESCRIBED OFFICER    Mr Jacobus Johannes Human

COMPANY OF WHICH A             STADIO Holdings Limited
PRESCRIBED OFFICER

TYPE AND CLASS OF SECURITIES   Options in relation to ordinary shares
OPTION STRIKE PRICE            (1) R1.23
                               (2) R2.62

NUMBER OF OPTIONS EXERCISED    (1) 284 034
                               (2) 266 063

VESTING DATE OF OPTIONS        3 April 2023

EXERCISE DATE OF OPTIONS       After close of business on 5 April 2023

PERIOD OF EXERCISE             Participants have a 30-day period from the vesting
                               date during which options can be exercised

NATURE OF TRANSACTION          (1) Exercise of options and acquisition of
                                   284 034 shares by the director at the strike
                                   price of R1.23 (off-market transaction)
                               (2) Exercise of options and acquisition of
                                   266 063 shares by the director at the strike
                                   price of R2.62 (off-market transaction)

NAME OF ASSOCIATE              Working Class Heroes Proprietary Limited

RELATIONSHIP WITH DIRECTOR     The director is a director of the associate

NATURE AND EXTENT OF           Indirect, beneficial
INTEREST IN THE TRANSACTION


5.
 NAME OF DIRECTOR              Dr Christiaan Rudolph van der Merwe

COMPANY OF WHICH A DIRECTOR    STADIO Holdings Limited

STATUS: EXECUTIVE/NON-         Non-Executive
EXECUTIVE

TYPE AND CLASS OF SECURITIES   Options in relation to ordinary shares

OPTION STRIKE PRICE            R3.63

NUMBER OF OPTIONS EXERCISED    645 077

VESTING DATE OF OPTIONS        3 April 2022

EXERCISE DATE OF OPTIONS       After close of business on 12 April 2022

PERIOD OF EXERCISE             Participants have a 30-day period from the
                               vesting date during which options can be
                               exercised

NATURE OF TRANSACTION          Exercise of options by the director and related
                               after-tax net-equity settlement of 86 442 shares
                                        to the director at the closing share price on the
                                        exercise date of R4.65 (off-market transaction)

 NAME OF ASSOCIATE                      Chris van der Merwe Familie Trust

 RELATIONSHIP WITH DIRECTOR             The director is a trustee of the associate

 NATURE AND EXTENT OF                   Indirect, beneficial
 INTEREST IN THE TRANSACTION


6.
 NAME OF DIRECTOR                       Ms Teresa Zoë Passchier

 COMPANY OF WHICH A DIRECTOR            The South African School of Motion Picture
                                        Medium and Live Performance Proprietary Limited
                                        (t/a AFDA) (a major subsidiary of the Company)

 STATUS: EXECUTIVE/NON-                 Executive
 EXECUTIVE

 TYPE AND CLASS OF SECURITIES           Options in relation to ordinary shares

 OPTION STRIKE PRICE                    R2.62

 NUMBER OF OPTIONS EXERCISED            291 518

 VESTING DATE OF OPTIONS                3 April 2023

 EXERCISE DATE OF OPTIONS               After close of business on 5 April 2023

 PERIOD OF EXERCISE                     Participants have a 30-day period from the
                                        vesting date during which options can be
                                        exercised

 NATURE OF TRANSACTION                   Exercise of options by the director, and related
                                         after-tax net-equity settlement of 69 996 shares
                                         to the director at the closing share price on the
                                         exercise date of R4.65 (off-market transaction)

 NATURE AND EXTENT OF                   Direct, beneficial
 INTEREST IN THE TRANSACTION


To the extent required, clearance for the above was obtained in terms of paragraph 3.66 of
the JSE Limited Listings Requirements.

Durbanville
6 April 2023

Sponsor
PSG Capital