10% of Clicks Group Limited’s shares have been issued to the Clicks Group Employee Share Ownership Trust. The trust is not controlled by the company and operates independently of the company. It has a document called a trust deed that contains the rules that apply to the trust. The trust is run by independent trustees, who are appointed in terms of the trust deed and who must run the trust in terms of the trust deed and for the benefit of the beneficiaries.
The trustees do not get to decide how they would like to manage the trust or what they would like to do with the assets of the trust. They are strictly bound by the terms of the trust deed. The trustees are not allowed to make any changes to the trust deed or to allow any exceptions to the rules in the trust deed.
All qualifying employees are beneficiaries in terms of the trust deed.
In the period from when a person first became a beneficiary of the trust until now, each beneficiary has received some benefits from the shares that the trust has held. Soon, the beneficiaries will become entitled to receive shares in Clicks Group Limited or to have these shares sold for them and receive the cash.
Importantly, the beneficiaries do not at this stage own any shares in Clicks Group Limited – all the shares that were given to the trust by Clicks Group Limited, called “A” shares, are owned by the trust. However, in February 2018 that will change, and the “A” shares that the trust is holding will be exchanged for shares in Clicks Group Limited that the beneficiaries will become entitled to.
The number of shares in Clicks Group Limited that an “A” share will be exchanged for depends on the share price of Clicks Group Limited shares on the Johannesburg Stock Exchange when the ESOP winds up on 1 February 2018 and 1 February 2019. We do not know what that price will be – a lot can change on the stock exchange and it is not wise to count our chickens before they hatch!
ESOP Governance by Matthew Welz