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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 (1)
R3.64 (2)
NUMBER OF OPTIONS EXERCISED 1 996 413 (1)
305 372 (2)
VESTING DATE OF OPTIONS 3 April 2024 (1-2)
EXERCISE DATE OF OPTIONS After close of business on 5 April 2024 (1 -2)
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
807 581 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
36 480 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 R3.63 (1)
R1.23 (2)
R2.62 (3)
R3.64 (4)
NUMBER OF OPTIONS EXERCISED 466 178 (1)
317 073 (2)
211 134 (3)
276 358 (4)
VESTING DATE OF OPTIONS 3 April 2024 (1-4)
EXERCISE DATE OF OPTIONS After close of business on 5 April 2024 (1-4)
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 by the director and
related after-tax net-equity settlement of
128 261 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
50 695 shares to the director at the closing
share price on the exercise date of R4.65
(off-market transaction)
(4) Exercise of options by the director and related
after-tax net-equity settlement of 33 014
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 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 R1.23 (1)
R2.62 (2)
R3.64 (3)
NUMBER OF OPTIONS EXERCISED 284 034 (1)
266 063 (2)
225 896 (3)
VESTING DATE OF OPTIONS 3 April 2024 (1-3)
EXERCISE DATE OF OPTIONS After close of business on 5 April 2024 (1-3)
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 prescribed officer at
the strike price of R1.23
(off-market transaction)
(2) Exercise of options and acquisition of
266 063 shares by the prescribed officer at
the strike price of R2.62
(off-market transaction)
(3) Exercise of options and acquisition of
225 896 shares by the prescribed officer at
the strike price of R3.64
(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
4.
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 2024
EXERCISE DATE OF OPTIONS After close of business on 5 April 2024
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 80 674 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
5.
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 (1)
R3.64 (2)
NUMBER OF OPTIONS EXERCISED 291 518 (1)
20 983 (2)
VESTING DATE OF OPTIONS 3 April 2024 (1-2)
EXERCISE DATE OF OPTIONS After close of business on 5 April 2024 (1-2)
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
69 996 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
2 507 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
8 April 2024
Sponsor
PSG Capital
