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ALLIED ELECTRONICS CORPORATION LIMITED – Dealing in securities by Directors, Prescribed Officers and Company Secretary

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Dealing in securities by Directors, Prescribed Officers and Company Secretary

ALLIED ELECTRONICS CORPORATION LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
(“Altron” or “Altron Group”)

DEALING IN SECURITIES BY DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY OF ALTRON
AND ITS MAJOR SUBSIDIARIES: ALLOCATION AND VESTING OF 2017 AND 2018 SHARE APPRECIATION
RIGHTS (“SARS”) IN TERMS OF THE ALTRON 2009 SHARE PLAN

Introduction / Rationale

Shareholders are referred to the Company’s SENS announcement dated 03 November 2020 and its
subsequent circular to shareholders, issued on 03 November 2020 (‘Circular’), regarding the Bytes
Technology Group Limited demerger and the separate listing of Bytes Technology Group plc. The Circular
provided shareholders with information regarding the post demerger impacts on the Altron Group,
including but not limited to the remuneration and benefits of directors and/or prescribed officers and/or
the Company Secretary.

Shareholders were specifically notified of certain adjustments to be made to the awards granted to
participants under The 2009 Altron Share Plan (“Plan”) in order to place the participants in the same
position as they were in prior to the demerger. In accordance with the rules of the Plan, there will be no
variation in the remuneration receivable by the executive directors. However, as a result of a negative
strike price on vesting given the recent rebasing of Altron’s share price (which are as a consequence of
the recent demerger), the Board has approved that certain adjustments be effected to the existing
awards. Such adjustments as recently approved by the Board includes the reducing strike price of existing
awards, accelerated vesting of awards granted under the 2017 and 2018 schemes, adjusting the
performance criteria for the remaining vesting period in respect of existing awards made under the 2019
and 2020 schemes and applying extended vesting to shares issued to compensate for the negative strike
price.

Accordingly the following awards previously made to directors and/or prescribed officers and/or the
Company Secretary of the Altron Group have been adjusted in accordance with the provisions of Schedule
14.3 and are now disclosed below in terms of paragraph’s 3.63 – 3.74 of the JSE Listings Requirements:

Director: Mr. Mteto Nyati
Designation: Executive Director – Chief Executive Officer
Company: Altron
Date of Transaction: 23 February 2021
Nature of transaction: Automatic vesting of 2017 share appreciation rights
Class of Securities: Altron A Ordinary Shares
Original Strike Price: R10.00
Adjusted Strike Price: R0.00
VWAP Price applicable to vesting: R11.12
Number of 2017 SARS instruments: 1,333,334
Value of transaction: R14,826,674
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes
Director: Mr. Mteto Nyati
Designation: Executive Director – Chief Executive Officer
Company: Altron
Date of Transaction: 23 February 2021
Nature of transaction: Allocation of additional securities in respect of the 2017 share
appreciation rights, vesting based on performance criteria, to
compensate for the negative strike price calculated by reducing
the original strike price by the Bytes UK demerger dividend
Class of Securities Issued: Bonus Shares
Number of 2017 SARS Instruments: 1,333,334
Negative strike price: R16.84
Value of transaction: R22,453,345
Vesting period of additional
instruments issued: Three year vesting period in equal annual tranches from
February 2022 to February 2024
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Mr. Mteto Nyati
Designation: Executive Director – Chief Executive Officer
Company: Altron
Date of Transaction: 23 February 2021
Nature of transaction: Automatic vesting of 2018 share appreciation rights
Class of Securities: Altron A Ordinary Shares
Original Strike Price: R14.98
Adjusted Strike Price: R0.00
VWAP Price applicable to vesting: R11.12
Number of 2018 SARS instruments: 258,146
Value of transaction: R2,870,584
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Mr. Mteto Nyati
Designation: Executive Director – Chief Executive Officer
Company: Altron
Date of Transaction: 23 February 2021
Nature of transaction: Allocation of additional securities in respect of the 2018 share
appreciation rights, vesting based on performance criteria, to
compensate for the negative strike price calculated by reducing
the original strike price by the Bytes UK demerger dividend.
Class of Securities Issued: Bonus Shares
Number of 2018 SARS Instruments: 258,146
Negative strike price R11.86
Value of transaction: R3,061,612
Vesting period of additional
instruments issued: Three year vesting period in equal annual tranches
from February 2022 to February 2024
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Mr. Andrew Holden
Designation: Executive Director – Chief Operating Officer
Company: Altron TMT Holding Pty Limited (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Automatic vesting of 2018 share appreciation rights
Class of Securities: Altron A Ordinary Shares
Original Strike Price: R14.98
Adjusted Strike Price: R0.00
VWAP Price applicable to vesting: R11.12
Number of 2018 SARS instruments: 132,446
Value of transaction: R1,472,798
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Mr. Andrew Holden
Designation: Executive Director – Chief Operations Officer
Company: Altron TMT Holdings Pty Ltd (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Allocation of additional securities in respect of the 2018 share
appreciation rights, vesting based on performance criteria, to
compensate for the negative strike price calculated by reducing
the original strike price by the Bytes UK demerger dividend.
Class of Securities Issued: Bonus Shares
Number of 2018 SARS Instruments: 132,446
Negative strike price R11.86
Value of transaction: R1,570,808
Vesting period of additional
instruments issued: Three year vesting period in equal annual tranches from
February 2022 to February 2024
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes
Director: Mr. Collin Govender
Designation: Executive Director
Company: Altron TMT Holding Pty Limited (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Automatic vesting of 2018 share appreciation rights
Class of Securities: Altron A Ordinary Shares
Original Strike Price: R14.98
Adjusted Strike Price: R0.00
VWAP Price applicable to vesting: R11.12
Number of 2018 SARS instruments: 86,048
Value of transaction: R956,859
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Mr. Collin Govender
Designation: Executive Director
Company: Altron TMT Holdings Pty Ltd (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Allocation of additional securities in respect of the 2018 share
appreciation rights, vesting based on performance criteria, to
compensate for the negative strike price calculated by reducing
the original strike price by the Bytes UK demerger dividend.
Class of Securities Issued: Bonus Shares
Number of 2018 SARS Instruments: 86,048
Negative strike price R11.86
Value of transaction: R1,020,535
Vesting period of additional
instruments issued: Three year vesting period in equal annual tranches from
February 2022 to February 2024
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Ms. Zipporah Maubane
Designation: Executive Director
Company: Altron TMT Holdings (Pty) Limited (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Automatic vesting of 2018 share appreciation rights
Class of Securities: Altron A Ordinary Shares
Original Strike Price: R14.98
Adjusted Strike Price: R0.00
VWAP Price applicable to vesting: R11.12
Number of 2018 SARS instruments: 75,436
Value of transaction: R838,486
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Director: Ms. Zipporah Maubane
Designation: Executive Director
Company: Altron TMT Holdings (Pty) Limited (major subsidiary of Altron)
Date of Transaction: 23 February 2021
Nature of transaction: Allocation of additional securities in respect of the 2018 share
appreciation rights, vesting based on performance criteria, to
compensate for the negative strike price calculated by reducing
the original strike price by the Bytes UK demerger dividend.
Class of Securities Issued: Bonus Shares
Number of 2018 SARS Instruments: 75,436
Negative strike price R11.86
Value of transaction: R894,669
Vesting period of additional
instruments issued: Three year vesting period in equal annual tranches from
February 2022 to February 2024
Nature of interest: Direct Beneficial
Clearance to deal obtained: Yes

Shareholders are advised that the adjustments above do not amend the Share Plan in any way and the
adjustments are effected as a result of the negative effect of the strike price due to the rebasing of Altron’s
share price which came about as a consequence of the Bytes demerger. In order to ensure that Altron’s
employees are remunerated fairly and in line with Altron’s Remuneration Policy, the Board has considered
the performance criteria and the other measurements set out in Altron’s Share Plan Rules.

Other than for the above-mentioned adjustments made to the awards granted to participants under the
2009 Altron Share, there will be no variation in the remuneration receivable by the executive directors,
prescribed officers and Company Secretary of Altron. The new share allocations in respect of the 2017
and 2018 SARS will vest in three years in accordance with the Plan rules.

Johannesburg
23 February 2021

Sponsor: Investec Bank Limited

Date: 23-02-2021 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.


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