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Exercise And Related Settlement, and Award and Acceptance of Share Options
STADIO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/371398/06)
Share code: SDO
ISIN: ZAE000248662
LEI: 3789007C8FB26515D966
("STADIO Holdings")
EXERCISE AND RELATED SETTLEMENT, AND AWARD AND ACCEPTANCE, OF SHARE
OPTIONS IN TERMS OF STADIO HOLDINGS AND THE STADIO GROUP SHARE
INCENTIVE SCHEME
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements ("JSE
Requirements"), the following information regarding the exercise of share options awarded in
terms of the STADIO Group Share Incentive Scheme ("Scheme") by directors and a prescribed
officer 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 R1.21 (1) - (2)
R3.64 (3)
NUMBER OF OPTIONS EXERCISED 650 000 (1)
424 992 (2)
182 168 (3)
VESTING DATE OF OPTIONS 1 July 2024 (1) - (3)
EXERCISE DATE OF OPTIONS After close of business on 28 August 2024 (1) - (3)
PERIOD OF EXERCISE Participants have a 30-day period from the vesting date
during which options can be exercised, which period was
extended to 90-days by the board of directors in accordance
with the rules of the Scheme, due to STADIO Holdings being
in a closed period at such time.
NATURE OF TRANSACTION (1) Exercise of options and acquisition of 650 000
shares by the director at the option strike price of
R1.21 (off-market transaction)
(2) Exercise of options by the director and related after-
tax net-equity settlement by way of the award of
186 996 shares to the director at the last traded
share price of R6.05 on 28 August 2024 (off-market
transaction)
(3) Exercise of options by the director and related after-
tax net-equity settlement by way of the award of
39 911 shares to the director at the last traded share
price of R6.05 on 28 August 2024 (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 R1.21
NUMBER OF OPTIONS EXERCISED 170 732
VESTING DATE OF OPTIONS 1 July 2024
EXERCISE DATE OF OPTIONS After close of business on 28 August 2024
PERIOD OF EXERCISE Participants have a 30-day period from the vesting date
during which options can be exercised, which period was
extended to 90-days by the board of directors in
accordance with the rules of the Scheme, due to STADIO
Holdings being in a closed period at such time
NATURE OF TRANSACTION Exercise of options by the director and related after-tax
net-equity settlement by way of the award of 75 122
shares to the director at the last traded share price of
R6.05 on 28 August 2024 (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 R1.21
NUMBER OF OPTIONS EXERCISED 152 941
VESTING DATE OF OPTIONS 1 July 2024
EXERCISE DATE OF OPTIONS After close of business on 28 August 2024
PERIOD OF EXERCISE Participants have a 30-day period from the vesting date
during which options can be exercised, which period was
extended to 90-days by the board of directors in
accordance with the rules of the Scheme, due to STADIO
Holdings being in a closed period at such time
NATURE OF TRANSACTION Exercise of options and acquisition of 152 941 shares by
the director at the option strike price of R1.21 (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
Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Requirements, the following information
regarding the acceptance of options by a director of STADIO Holdings are disclosed to
shareholders:
1.
NAME OF DIRECTOR Mr Ishak Kula
COMPANY OF WHICH A DIRECTOR STADIO Holdings Limited
STATUS:EXECUTIVE/NON- Executive
EXECUTIVE
TYPE AND CLASS OF SECURITIES Options to acquire ordinary shares in STADIO Holdings
NATURE OF TRANSACTION Acceptance of award of options to acquire ordinary shares
in STADIO Holdings in terms of the STADIO Group Share
Incentive Scheme (off-market transaction)
DATE OF AWARD OF OPTIONS 1 July 2024
DATE OF ACCEPTANCE OF 28 August 2024
OPTIONS
Participants have a 60-day period from the award date
during which options can be exercised.
In accordance with 3.64(e) of the JSE Requirements,
acceptance of share option awards is considered as a
dealing and therefore is prohibited whilst STADIO Holdings
is in a closed period.
OPTION STRIKE PRICE R4.84
NUMBER OF OPTIONS ACCEPTED 2 355 372
VESTING DATES OF OPTIONS The options will vest in four tranches of 25% each, on the
following dates:
1 July 2026
1 July 2027
1 July 2028
1 July 2029
PERIOD OF EXERCISE Participants have a 30-day period from the vesting date
during which options can be exercised.
NATURE AND EXTENT OF Direct, beneficial
INTEREST IN THE TRANSACTION
Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.
Durbanville
29 August 2024
Sponsor
PSG Capital
Date: 29-08-2024 04:00:00
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