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NEDCOR LIMITED - ISSUE OF SHARE OPTIONS
NEDCOR LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
ISIN code: ZAE000004875
ISSUE OF OPTIONS TO DIRECTORS/COMPANY SECRETARY IN TERMS OF THE RIGHTS ISSUE
The following information is disclosed in respect of the award of share options,
resulting from the rights issue of Nedcor Limited ordinary shares, at a price of
R45 per option to executive directors/company secretary of Nedcor Limited on 10
May 2004:
Rights offer
Name of Current options awarded Total new
Director/ option Time Performance number of
Executive holding based based options held
ML Ndlovu 190 200 55 292 23 958 269 450
GS Nienaber 80 957 20 607 13 124 114 688
(Company Secretary)
R Nienaber 10 342 2 084 2 227 14 653
(Associate/relative of Company Secretary)
These are all Beneficial Direct holdings.
The chief executive, Tom Boardman, is entitled to accept an offer to receive an
additional 60 917 share options at R45 each in terms of the rights issue and his
existing share options. Mr Boardman will accept 60 917 options at a strike price
of R60 which is in line with the ruling price immediately post the rights offer
and not the lower priced options in terms of the rights offer of R45.
Rights offer
Name of Current options awarded Total new
Director/ option Time Performance number of
Executive holding based based options held
TA Boardman 146 200 52 584 8 333 207 117
This is a Beneficial Direct holding.
The other Group Executive Committee ("Exco") members, who are not directors of
Nedcor Limited, are entitled to accept offers to receive 483 043 share options
in terms of the rights issue, of which 129 047 have performance-based vesting
criteria. These Exco members have declined the offer at R45 but have accepted a
new offer at a R60 strike price on the same criteria as the underlying share
options, except for 23 500 rights offer options which were taken up at the price
of R45. The resultant position is:
Rights offer
Current options awarded Total new
Exco option Time Performance number of
members holding based based options held
Non-directors 1 159 420 354 052 129 041 1 642 513
All share options issued in terms of the rights offer are subject to the same
criteria as the underlying share options, some of which have time-based vesting
criteria and some of which have performance-based vesting criteria.
ISSUE OF OPTIONS TO A DIRECTOR
In terms of Mr Boardman"s employment contract, the trustees of the Nedcor Group
(1994) Employee Share Purchase Trust have agreed to allocate 250 000 share
options to Mr Boardman at a price of R60.01 per option. These share options are
subject to the group"s standard performance-based vesting criteria and are being
issued subsequent to the recent rights issue. The issue date of these options
is 11 May 2004.
Mr Boardman was entitled to receive these share options on his appointment as
chief executive in December 2003. However, he declined to accept the options at
the time but has now accepted as the rights issue is complete and options are
being awarded to a number of other staff members.
Name of Current Options awarded Total new
Director/ option Time Performance number of
Executive holding based based options held
TA Boardman 207 117 - 250 000 457 117
This is a Beneficial Direct holding.
The required prior written clearance for the acceptance of these options had
been obtained by all directors and the company secretary.
Sandton
19 May 2004
Sponsors to Nedcor Limited:
Merrill Lynch South Africa (Pty) Limited
Nedbank Capital
Date: 19/05/2004 03:41:31 PM Produced by the JSE SENS Department
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