On 15 August 2017 the Company released an announcement on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) relating to share trading conducted by a non-executive director of the Company, J Halamandres (“Halamandres”).
On 16 August 2017 the Company issued a Voluntary Performance Update, which announcement was approved at a board meeting held the previous day. The Voluntary Performance Update had a negative effect on the Company’s share price performance following its release.
The Company was approached by the JSE which queried the timing of the dealing by Halamandres relative to the Voluntary Performance Update. Subsequent to this, the Company and Halamandres have engaged with the JSE on the issue.
The JSE has concluded that neither the Company nor Halamandres breached the JSE Listings Requirements but requested the Company to issue an announcement to correct perception and speculation in the market around the share trades.
Halamandres entered into a transaction in 2015 with a finance institution in terms of which Halamandres pledged 150 000 shares as security for a loan. In terms of the agreement Halamandres had an option to settle the indebtedness either by shares or by cash, which notice was required to be given 30 business days prior to 11 August 2017 failing which it was deemed that the indebtedness would be settled by the sale of shares option. The price was pre-determined in the 2015 agreement, being the volume weighted average price in the ten trading days prior to the repayment date, which was three business days following 11 August 2017.
On 17 July 2017, notwithstanding the deeming provision referred to above, Halamandres advised the finance institution that the indebtedness would be settled by the share trade option.
The request for approval and the approval in terms of the Company policy and the JSE Listings Requirements was made and given on 4 August 2017 based on the above facts.
The JSE has advised the company that the date of the transaction as envisaged by 3.63(b)(iii) of the Listings Requirements was the 17 July 2017 when the transaction was effected and not the date that the actual transaction took place, notwithstanding that the information in terms of 3.63(b)(iv) could not at that time be provided. Accordingly, the JSE advised the Company that Halamandres should have notified the Company of the transaction and sought approval for the transaction prior to his advising the financial institution of his option election on 17 July 2017.
This clarification is issued at the request of the JSE.