| Wed 21 Sep 2011, 10:00 | | CLR/CLRP- Clover Industries Limited - Allocation and acceptance of |
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CLR CLRP
CLR
CLR/CLRP- Clover Industries Limited - Allocation and acceptance of
share appreciation rights ("SARs") by executive directors and other
executives
CLOVER INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
Ordinary Share code: CLR
ISIN: ZAE000152377
Preference Share Code: CLRP
ISIN: ZAE000152385
("Clover Industries" or "the Company")
ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS ("SARs") BY
EXECUTIVE DIRECTORS AND OTHER EXECUTIVES
In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), the following annual (top-up) SARs were allocated
on 13 September 2011 to, and accepted by executive directors and other
executives of the Company on 20 September 2011 at an allocation price
of R11-00 per SAR, which is based on the volume weighted average price
of an ordinary share on the JSE over the seven trading days immediately
prior to the allocation date (being 1 July 2011).
EXECUTIVE DIRECTORS
Mr JH Vorster
Total number of SARs allocated and accepted: 821 256
Allocation Price: R11-00
Allocation Date: 1 July 2011
Mr HB Roode
Total number of SARs allocated and accepted: 478 979
Allocation Price: R11-00
Allocation Date: 1 July 2011
Mr LJ Botha
Total number of SARs allocated and accepted: 404 063
Allocation Price: R11-00
Allocation Date: 1 July 2011
Mr CP Lerm
Total number of SARs allocated and accepted: 1 119
Allocation Price: R11-00
Allocation Date: 1 July 2011
OTHER EXECUTIVES
Mr JHF Botes
Total number of SARs allocated and accepted: 330 723
Allocation Price: R11-00
Allocation Date: 1 July 2011
Mr H Lubbe
Total number of SARs allocated and accepted: 57 778
Allocation Price: R11-00
Allocation Date: 1 July 2011
The SARs may be exercised as follows:
- up to one third of the SARs allocated may be exercised on or
after the third anniversary of the allocation date;
- up to two thirds of the SARs allocated may be exercised on or
after the fourth anniversary of the allocation date, to the
extent that they have not been exercised previously;
- all of the SARs allocated may be exercised on or after the
fifth anniversary of the allocation date, to the extent that
they have not been exercised previously.
The SARs will only vest on the dates referred to above if the
applicable performance criteria as determined by the Group Remuneration
Committee ("Remco") have been met.
In respect of each SAR exercised, the Executive Director and/or other
Executive will be entitled to be settled, with such number of ordinary
shares as could be acquired on the JSE at the fair market value (being
the volume weighted average price of an ordinary share on the JSE over
the seven trading days immediately prior to the exercise date) on date
of exercise of the SAR ("Fair Market Value") using a cash amount equal
to A where A is calculated in accordance with the following formula -
A = (B - C)
Where
A = the Due Amount;
B = the Fair Market Value of an ordinary share on the date on which
such SAR is exercised;
C = the Allocation Price of such SAR,
provided that the Due Amount shall never be less than Rnil; provided
further that Remco may, instead of settling an Executive Director
and/or Executive as aforesaid, determine that he shall be paid a cash
amount equal to A in the aforegoing formula.
Approval for the individual allocations has been given, all interests
are directly beneficial and all transactions occurred off the market.
Johannesburg
21 September 2011
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 21/09/2011 10:00:02 Produced by the JSE SENS Department.
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