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During the year 2 937 836 (2014: 2 782 541) forfeitable shares were granted to executive directors
and qualifying employees (participant). The participant will forfeit the forfeitable shares if he/she
ceases to be an employee of an employer company before the vesting date or if the specified
performance conditions have not been met, unless otherwise specified by the rules or determined by
the Board. In the event that the participant is not in the employ of the Group, or the performance
conditions are not met, the shares allocated to the participant will be forfeited and will either be sold
on the open market by the escrow agent and the proceeds will be returned to the participating
employer, or may be retained by the Group for future awards.
Dividends declared in respect of these forfeitable shares are held in escrow until such time as the
performance conditions are met and the shares have vested. Shares forfeited during the vesting period
will forfeit any dividends pertaining to such shares. A dividend of 27 cents (2014: 25 cents) per
ordinary share was declared on 19 August 2014 (2014: 18 August 2013).
The performance condition for the fourth award of forfeitable shares vesting on 31 August 2014 is as
follows:
| 25% of the shares constituting the allocation are awarded for retention purposes and shall vest if
the employee is still employed within the Group at the vesting date (31 August 2014) |
| 25% of the shares constituting the allocation will vest on the achievement by individual employees
of their individual key performance indicators. |
| 50% of the shares constituting the allocation will vest if the Group’s core HEPS are equal to or
exceed the core HEPS per ordinary share at the beginning of the performance period, 1 June 2011,
by the percentage change in the CPI over the performance period, plus 15%. There is no linear
vesting to this portion of the allocation. |
The performance condition for the fifth award vesting on 31 August 2015 of forfeitable shares is as
follows:
| 40% of the awards are allocated towards retention. In order to receive this portion of the allocation
the employee is required to be employed within the Group at the vesting date (31 August 2015). |
| 60% of the awards are allocated on the basis of 50% for growth in core headline earnings per
share and 10% for shareholder returns. |
The 50% for growth in core headline earnings will be based on the following achievements:
| If growth is 5% above CPI over three years, 20% of the 50% will vest. |
| If growth is 10% above CPI over three years, an additional 50% (i.e. a total of 70%) of the 50%
will vest. |
| If growth is 25% above CPI over three years, a further 30% (i.e. a total of 100%) of the 50%
will vest. |
The 10% for shareholder return will be based on a 10% compounded growth in the share price over
the three-year vesting period measured with reference to the weighted average price per share during
the month of the commencement of the allocation and the weighted average share price for the
month during which the vesting takes place, plus dividends over the three-year period.
The performance condition for the sixth award vesting on 31 August 2016 of forfeitable shares is as
follows:
| 40% of the awards are allocated towards retention. In order to receive this portion of the allocation
the employee is required to be employed within the Group at the vesting date (31 August 2016). |
| 60% of the awards are allocated on the basis of 50% for growth in core headline earnings per
share and 10% for shareholder returns. |
The 50% for growth in core headline earnings will be based on the following achievements:
| If growth is 5% above CPI over three years, 20% of the 50% will vest. |
| If growth is 10% above CPI over three years, an additional 50% (i.e. a total of 70%) of the 50%
will vest. |
| If growth is 25% above CPI over three years, a further 30% (i.e. a total of 100%) of the 50% will
vest. |
The 10% for shareholder return will be based on a 10% compounded growth in the share price over
the three-year vesting period measured with reference to the weighted average price per share during
the month of the commencement of the allocation and the weighted average share price for the
month during which the vesting takes place, plus dividends over the three-year period.
The performance condition for the seventh award vesting on 31 August 2017 of forfeitable shares is
as follows:
| 40% of the awards are allocated towards retention. In order to receive this portion of the allocation the employee is required to be employed within the Group at the vesting date (31 August 2017). |
| 60% of the awards are allocated on the basis of 50% for growth in core headline earnings per
share and 10% for shareholder returns. |
The 50% for growth in core headline earnings will be based on the following achievements:
| If growth is 5% above CPI over three years, 20% of the 50% will vest. |
| If growth is 10% above CPI over three years, an additional 50% (i.e. a total of 70%) of the 50%
will vest. |
| If growth is 25% above CPI over three years, a further 30% (i.e. a total of 100%) of the 50% will vest. |
The 10% for shareholder return will be based on a 10% compounded growth in the share price over the three-year vesting period measured with reference to the weighted average price per share during
the month of the commencement of the allocation and the weighted average share price for the
month during which the vesting takes place, plus dividends over the three-year period.
Movements in the number of forfeitable shares outstanding during the year are as follows:
|
|
|
|
|
|
|
|
|
|
| |
Grant date |
Vesting date |
|
Number
of shares |
|
|
Fair value
of grant
R’000 |
|
|
| |
|
|
11 636 710 |
|
|
60 857 |
|
|
| Third award |
|
|
|
3 824 824 |
|
|
17 977 |
|
|
| Fourth award |
|
|
|
4 315 783 |
|
|
19 421 |
|
|
| Fifth award |
|
|
|
3 496 103 |
|
|
23 459 |
|
|
| Granted during the year |
|
|
|
2 782 541 |
|
|
24 347 |
|
|
| Sixth award |
2 September 2013 |
31 August 2016 |
|
2 782 541 |
|
|
24 347 |
|
|
| Shares forfeited during the year |
|
|
|
(1 074 880) |
|
|
(5 724) |
|
|
| Third award |
|
|
|
(194 902) |
|
|
(916) |
|
|
| Fourth award |
|
|
|
(496 374) |
|
|
(2 234) |
|
|
| Fifth award |
|
|
|
(383 604) |
|
|
(2 574) |
|
|
| Shares vested during the year |
|
|
|
(3 629 922) |
|
|
(17 061) |
|
|
| Third award |
|
31 August 2013 |
|
(3 629 922) |
|
|
(17 061) |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
9 714 449 |
|
|
62 419 |
|
|
| Fourth award |
|
|
|
3 819 409 |
|
|
17 187 |
|
|
| Fifth award |
|
|
|
3 112 499 |
|
|
20 885 |
|
|
| Sixth award |
|
|
|
2 782 541 |
|
|
24 347 |
|
|
| Granted during the year |
|
|
|
2 937 836 |
|
|
26 147 |
|
|
| Seventh award |
3 September 2014 |
31 August 2017 |
|
2 937 836 |
|
|
26 147 |
|
|
| Shares forfeited during the year |
|
|
|
(419 998) |
|
|
(3 346) |
|
|
| Fifth award |
|
|
|
(161 233) |
|
|
(1 082) |
|
|
| Sixth award |
|
|
|
(258 765) |
|
|
(2 264) |
|
|
| Shares vested during the year |
|
|
|
(3 819 409) |
|
|
(17 187) |
|
|
| Fourth award |
|
31 August 2014 |
|
(3 819 409) |
|
|
(17 187) |
|
|
| |
|
|
8 412 878 |
|
|
68 033 |
|
|
| Fifth award |
|
|
|
2 951 266 |
|
|
19 803 |
|
|
| Sixth award |
|
|
|
2 523 776 |
|
|
22 083 |
|
|
| Seventh award |
|
|
|
2 937 836 |
|
|
26 147 |
|
|
|
|
|
|
|
|
|
|
|
|
Refer to note 18 for the expense recognised in the statement of comprehensive income relating to
the equity compensation benefits.
The fair value of the shares is based on the value paid for the shares on the open market at grant
date.
The total number of forfeitable shares issued to executive directors during the period is 955 617
(2014: 1 010 060).
The share-based payment expense in relation to these executive directors is R8.9 million (2014:
R5.6 million).
Refer to note 30 for details per Director. |