Wrap Text
Acceptance of conditional shares in terms of the WeBuyCars conditional share plan
WE BUY CARS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2020/632225/06
JSE Share code: WBC
ISIN: ZAE000332789
("WeBuyCars" or "the Company")
ACCEPTANCE OF CONDITIONAL SHARES IN TERMS OF THE WEBUYCARS CONDITIONAL SHARE
PLAN
Shareholders of WeBuyCars ("Shareholders") are referred to the announcement published on the Stock
Exchange News Service ("SENS") of the JSE Limited ("JSE"), on 13 February 2024 by Transaction Capital
Limited ("TC") regarding, inter alia, the pro rata distribution in specie of TC's shareholding in WeBuyCars to
TC shareholders (the "Unbundling"), as well as to the WeBuyCars Pre-listing Statement published by
WeBuyCars on SENS on 12 March 2024. Certain WeBuyCars executives and senior employees were
participants in the TC Conditional Share Plan ("TC CSP") and held unvested retention and performance
awards at the date of Unbundling of WeBuyCars from TC on 11 April 2024. To ensure that these executives
and senior employees are placed in a similar position, the TC CSP conditional rights were converted to
conditional rights under the WeBuyCars Conditional Share Plan ("WBC CSP").
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following information
regarding the conversion from the WeBuyCars component of the TC CSP ("WeBuyCars TC CSP") to the
WBC CSP, as well as the acceptance of additional conditional rights to WeBuyCars shares in terms of the
WBC CSP, by a director of the Company and a director of a major subsidiary is disclosed:
NAME OF DIRECTOR CJ Rein
COMPANY OF WHICH A DIRECTOR We Buy Cars Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director
TYPE AND CLASS OF SECURITIES WBC CSP awards in respect of ordinary
shares of no par value
DATE OF TRANSACTION 2 September 2024
CONVERSION RATE R10.00 (note 1) per WeBuyCars TC CSP to
R26.33 (note 2) per WBC CSP
NUMBER OF WEBUYCARS SHARES TO BE 279,478
DELIVERED
DEEMED TOTAL VALUE OF TRANSACTION R7,358,658.00
NATURE OF TRANSACTION Off market acceptance of conversion of
TC CSP awards to WBC CSP awards
(historic vesting periods unchanged),
pursuant to the Unbundling
NATURE AND EXTENT OF INTEREST IN THE Direct beneficial
TRANSACTION
CLEARANCE OBTAINED Yes
NAME OF DIRECTOR J Mills
COMPANY OF WHICH A DIRECTOR We Buy Cars Proprietary Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director of a major subsidiary
TYPE AND CLASS OF SECURITIES WBC CSP awards in respect of ordinary
shares of no par value
DATE OF TRANSACTION 2 September 2024
CONVERSION RATE R10.00 (note 1) per WeBuyCars TC CSP to
R26.33 (note 2) per WBC CSP
NUMBER OF WEBUYCARS SHARES TO BE 322,202
DELIVERED
DEEMED TOTAL VALUE OF TRANSACTION R8,483,578.00
NATURE OF TRANSACTION Off market acceptance of conversion of
TC CSP awards to WBC CSP awards
(vesting periods unchanged), pursuant
to the Unbundling
NATURE AND EXTENT OF INTEREST IN THE Direct beneficial
TRANSACTION
CLEARANCE OBTAINED Yes
NAME OF DIRECTOR CJ Rein
COMPANY OF WHICH A DIRECTOR We Buy Cars Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director
TYPE AND CLASS OF SECURITIES WBC CSP awards in respect of ordinary
shares of no par value
DATE OF TRANSACTION 2 September 2024
PRICE PER SECURITY i) R18.75 (note 3) (listing award)
ii) R23.55 (note 4) (new allocation)
NUMBER OF WEBUYCARS SHARES TO BE i) 56,492
DELIVERED ii) 258,978
DEEMED VALUES OF TRANSACTIONS i) R1,059,225.00
ii) R6,098,931.90
NATURE OF TRANSACTION Off market acceptance of WBC CSP
awards which vest i) on 31 May 2027,
and ii) equally in three tranches in May
2027, 2028 and 2029. Both grants are
subject to certain performance
conditions.
NATURE AND EXTENT OF INTEREST IN THE Direct beneficial
TRANSACTION
CLEARANCE OBTAINED Yes
NAME OF DIRECTOR J Mills
COMPANY OF WHICH A DIRECTOR We Buy Cars Proprietary Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive director of a major subsidiary
TYPE AND CLASS OF SECURITIES WBC CSP awards in respect of ordinary
shares of no par value
DATE OF TRANSACTION 2 September 2024
PRICE PER SECURITY i) R18.75 (note 3) (listing award)
ii) R23.55 (note 4) (new allocation)
NUMBER OF WEBUYCARS SHARES TO BE i) 65,128
DELIVERED ii) 255,265
DEEMED VALUES OF TRANSACTIONS i) R1,221,150.00
ii) R6,011,490.75
NATURE OF TRANSACTION Off market acceptance of WBC CSP
awards which vest i) on 31 May 2027,
and ii) equally in three tranches in May
2027, 2028 and 2029. Both grants are
subject to certain performance
conditions.
NATURE AND EXTENT OF INTEREST IN THE Direct beneficial
TRANSACTION
CLEARANCE OBTAINED Yes
Notes:
1. Notional price of WeBuyCars TC CSP shares at 30 September 2023.
2. Notional conversion price of WeBuyCars shares.
3. The listing price of WeBuyCars shares on 11 April 2024.
4. The ten-day volume-weighted average price of WeBuyCars shares as at 31 May 2024.
Centurion
3 September 2024
Joint Sponsors to WeBuyCars
PSG Capital Pallidus Exchange Services
Date: 03-09-2024 10:30:00
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