“A” SHARES
“A” shares are the units which have been allocated
to qualifying beneficiaries in terms of the ESOP
Trust Deed. The rules that apply to “A” shares are
different to Clicks shares that you can buy on the
JSE. All the “A” shares are held by the ESOP Trust.ADMINISTRATOR
The Company who is appointed by the ESOP Trust
(in terms of clause 16) to administer the day-today
affairs of the Trust. The Administrator executes
allocations and adjustments, as well as the election
process. Investec is the current administrator.ALLOCATION PRINCIPLES
The principles applicable for the determination of
the number of “A” shares which have been allocated
to each beneficiary from time to time during the
implementation of this Scheme, in accordance with
the eligibility, promotion, demotion, and termination
criteria as specified in the Trust Deed.APPLICABLE REASONS
“Applicable Reasons” are certain categories of
termination of employment, namely:
1.Death;
2.Disability as such terms is defined in the Clicks
Group retirement Fund’s regulation;
3.Retirement; or
4.Retrenchment (that is, termination by the
Employer Company based on its operational
requirements); or
5.Other circumstances which are approved by
resolution of the Board.
In terms of the Trust Deed, terminations for
applicable reasons are treated differently to
terminations for other reasons.BENEFICIARY
Beneficiaries are full-time permanent employees of
any company in the Group on 2 February 2011 and
new full-time permanent employees who joined
before 2 February 2015, who work at least 40
(forty) hours per week.
Fixed term contract employees, part time
employees and employees who are a participant in
any Long-term Incentive Scheme are not eligible to
be beneficiaries.CALCULATION DATE
Means the beneficiary’s initial allocation date or the
date that an adjustment to an allocation took place.COMMENCEMENT DATE
The ESOP commencement date is 2 February 2011.DECREASED ALLOCATION
The decrease in the number of a “A” shares
allocated to a beneficiary which occurs when
a beneficiary is demoted or a beneficiary’s
employment with the Group is terminated.DELIVERY DATE
•The 7th (seventh) anniversary of the
Commencement Date (the First Delivery Date)
which is 2 February 2018; and
•The 8th (eighth) anniversary of Commencement
Date (the Second Delivery Date) which is on 2
February 2019.DIVIDEND
The amount paid per share from the Company
to its shareholders. Companies usually only pay
dividends if they generate profits.
ESOP beneficiaries earn a distribution (or dividend)
of 10% of the dividend declared on Clicks ordinary
shares in relation to each financial year of the
Company.EMPLOYEE’S TAX
The tax that must be deducted from an employee’s
earnings and paid over to SARS or other relevant
tax authority, as required by the Income Tax Act, or
otherwise.EMPLOYER COMPANY(IES)
The Company(ies) in the Group, which employ
employees, including but not limited to:
•New Clicks;
•Clicks Retailers;
•Safeway Namibia;
•Clicks Direct Medicines;
•Safeway Swaziland;
•The Clicks Organisation; and
•Kalahari Medical Distributors;
And means
•In respect of beneficiaries who have ceased to be
employed by a company in the Group but continue
to be beneficiaries in accordance with the Trust
Deed, the company in the Group by which the
beneficiary was employed immediately before his/
her termination of employment.ENHANCED ALLOCATION
The enhanced initial allocation as contemplated in
paragraph 1.5 of the Allocation Principles, which
states:
The following employees shall receive an enhanced
initial allocation of 15% (fifteen percent) of their
Initial Allocation:
•Employees employed by the Group for more
than 5 (five) years on 2 February 2011 (the
commencement date)GAIN
The gain is the difference between the share price
and the value of the notional loan.
In February 2018, the taxable gain will be based on
the share price achieved from the sale of the shares,
less the value of the notional loan at that time.
Transaction costs and employee’s tax will be
deducted from the gain before it is paid out to
beneficiaries or used to purchase Clicks ordinary
shares (as per the beneficiaries election).INCREASED ALLOCATION
The increase in the number of a beneficiary’s
Allocated “A” shares where the beneficiary is
Promoted.INITIAL ALLOCATION
The initial number of “A” shares allocated to each
beneficiary.MARKET VALUE
Means the VWAP price per Ordinary Share
calculated over the last 30 (thirty) trading days
on the JSE preceding the relevant date for the
determination of the market value.NOTIONAL LOAN
The opening balance of the notional loan was the
market value per Clicks Ordinary Share on the
Commencement Date which was R 41.54. The
notional loan has accrued interest calculated at
80% of prime over the course of the scheme,
compounded monthly in arrears, from the
Commencement Date. The balance of the notional
loan has therefore increased over the duration of
the ESOP scheme.TRUSTEES
Trustees for the time being of the Trust, being the
Company Elected and beneficiary Elected Trustees ,
after such appointments have been made.VWAP
The Volume Weighted Average Price (VWAP) is the
value of all the share transactions (price multiplied
by number of shares traded), divided by the total
shares traded over a period.
