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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 PRESCRIBED OFFICERS OF SHARE
APPRECIATION RIGHTS GRANTED IN TERMS OF A SHARE INCENTIVE PLAN
Select 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
prescribed officers, is disclosed:
DEALINGS IN SECURITIES
1.
NAMES OF PRESCRIBED OFFICERS R Butler (1)
K Barker (2)
X Mhlaba (3)
COMPANY OF WHICH PRESCRIBED Capitec Bank Holdings Limited (1-3)
OFFICERS
NATURE OF TRANSACTIONS Purchase of Cash Bonus Shares (1-3)
(on-market transactions)
CLASS OF SECURITIES Ordinary shares (1-3)
DATE OF TRANSACTIONS 26 April 2023 (1-3)
NUMBER OF SECURITIES TRANSACTED 623 (1)
188 (2)
61 (3)
PRICE PER SECURITY (RAND) Ave R1596.8251 (1-3)
High R1605.00
Low R1593.81
TOTAL RAND VALUE OF SECURITIES R994,822,04 (1)
TRANSACTED R300,203.12 (2)
R97,406.33 (3)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial (1-3)
THE TRANSACTIONS
2.
NAMES OF PRESCRIBED OFFICERS K Barker (1)
X Mhlaba (2)
COMPANY OF WHICH PRESCRIBED Capitec Bank Holdings Limited
OFFICERS
NATURE OF TRANSACTIONS Acquisition of Cash Bonus Shares (1-2)
in terms of the Restricted Share
Plan (on-market transactions)
TYPE AND CLASS OF SECURITIES Ordinary shares (1-2)
DATE OF TRANSACTIONS 28 April 2023 (1-2)
NUMBER OF SECURITIES TRANSACTED 204 (1)
437 (2)
PRICE PER SECURITY (RAND) Ave R1615.01 (1-2)
High R1646.72
Low R1594.13
TOTAL RAND VALUE OF SECURITIES R330,274.72 (1)
R706,265.93 (2)
DATES OF VESTING In equal tranches on the date on which
annual bonuses are paid in 2024 and
2025 (1-2)
NATURE AND EXTENT OF THE Direct, beneficial (1-2)
PRESCRIBED OFFICERS’INTEREST IN
THE TRANSACTION
ACCEPTANCE BY PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS GRANTED IN
TERMS OF THE PLAN
NAMES OF PRESCRIBED OFFICERS R Butler (1)
K Barker (2)
X Mhlaba (3)
COMPANY OF WHICH A PRESCRIBED Capitec Bank Holdings Limited (1-3)
OFFICER
CLASS OF SECURITIES Share appreciation rights to (1-3)
acquire Shares on a
net-settlement basis
NATURE OF TRANSACTIONS Acceptance of share (1-3)
appreciation rights granted
in terms of the Plan. Following
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 17 April 2023 (1)
18 April 2023 (2)
17 April 2023 (3)
STRIKE PRICE R1680.95 (1-3)
(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 3,231 (1)
RIGHTS GRANTED 1,694 (2)
1,696 (3)
subject to reduction if Cash Bonus
Shares are sold within a 3-year period
of their acquisition
STRIKE DATES OF SHARE The date of public (1-3)
APPRECIATION RIGHTS announcement of the annual
financial results on SENS
in each of 2027, 2029,
2031 and 2033
PERIOD OF EXERCISE The share appreciation (1-3)
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.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be (1-3)
UPON EXERCISE 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
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 Direct, beneficial (1-3)
PRESCRIBED OFFICERS’ INTEREST IN
THE TRANSACTION
Clearance for the above was obtained in accordance with paragraph 3.66 of
the JSE Listings Requirements.
2 May 2023
Stellenbosch
Sponsor
PSG Capital
