| K1.1 |
K1.1 Remuneration |
| |
Group and Company
June 2020 |
Fees
R'000 |
|
Basic salary
R'000 |
|
Pension fund contributions
R'000 |
|
Performance bonus
R'000 |
|
Vested
shares
R'000 |
|
Other
benefits
R'000 |
|
Total
R'000 |
|
| Independent non-executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Gavin Tipper (chairman) |
902 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
902 |
|
| Zuleka Jasper |
506 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
506 |
|
| Mike Lewin (1) |
221 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
221 |
|
| Nonyameko Mandindi |
440 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
440 |
|
| Thabo Mokgatlha |
652 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
652 |
|
| Stewart Shaw-Taylor |
705 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
705 |
|
| Annabel Dallamore (2) |
444 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
444 |
|
| Non-executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Kevin Ellerine |
438 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
438 |
|
| Louis Norval |
438 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
438 |
|
| Executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Morné Wilken (CEO) |
– |
|
4 507 |
|
303 |
|
590 |
|
– |
|
36 |
|
5 436 |
|
| Brett Till (CFO) |
– |
|
2 685 |
|
247 |
|
541 |
|
– |
|
60 |
|
3 533 |
|
| Wilhelm Nauta (CIO) |
– |
|
2 639 |
|
178 |
|
700 |
|
– |
|
60 |
|
3 577 |
|
| Total |
4 746 |
|
9 831 |
|
728 |
|
1 831 |
|
– |
|
156 |
|
17 292 |
|
| (1) |
Retired with effect from 2 December 2019 |
| (2) |
Appointed with effect from 1 October 2019 |
Group and Company
June 2019 |
Fees
R'000 |
|
Basic salary
R'000 |
|
Pension fund contributions
R'000 |
|
Performance bonus
R'000 |
|
Vested
shares
R'000 |
|
Other
benefits
R'000 |
|
Total
R'000 |
|
| Independent non-executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Gavin Tipper (chairman) |
807 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
807 |
|
| Zuleka Jasper |
230 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
230 |
|
| Mike Lewin (1) |
479 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
479 |
|
| Nonyameko Mandindi |
421 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
421 |
|
| Thabo Mokgatlha |
383 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
383 |
|
| Stewart Shaw-Taylor |
567 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
567 |
|
| Annabel Dallamore (2) |
637 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
637 |
|
| Non-executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Kevin Ellerine |
397 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
397 |
|
| Louis Norval |
397 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
397 |
|
| Executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Morné Wilken (CEO) |
– |
|
2 087 |
|
162 |
|
– |
|
- |
|
492 |
|
2 741 |
|
| Wilhelm Nauta (CIO) |
– |
|
2 432 |
|
280 |
|
2 186 |
|
- |
|
77 |
|
4 975 |
|
| Brett Till (CFO) |
– |
|
1 719 |
|
295 |
|
– |
|
– |
|
33 |
|
2 047 |
|
| Pieter Prinsloo (former CEO) (3) |
– |
|
2 493 |
|
118 |
|
3 708 |
|
1 751 |
|
447 |
|
8 517 |
|
| Laurence Cohen (former CFO) (4) |
– |
|
202 |
|
35 |
|
– |
|
– |
|
66 |
|
303 |
|
| Total |
4 318 |
|
8 933 |
|
890 |
|
5 894 |
|
1 751 |
|
1 115 |
|
22 901 |
|
| (1) |
Resigned with effect from 30 November 2018 |
| (2) |
Retired with effect from 2 December 2019 |
| (3) |
Resigned with effect from 31 January 2019 |
| (4) |
Resigned with effect from 31 July 2018 |
|
| K1.2 |
Reconciliation of number of shares outstanding under the CUP for executive directors |
| |
Group and Company
June 2020 |
Outstanding
at the
beginning of
the year
# of shares |
|
Awarded
# of shares |
|
Forfeited
# of shares |
|
Vested
# of shares |
|
Outstanding
at the end of
the year
# of shares |
|
Market
value of
shares
outstanding
at the end of
the year
R'000 |
|
| Morné Wilken (CEO) |
37 190 |
|
48 043 |
|
– |
|
– |
|
85 233 |
|
1 908 |
|
| Wilhelm Nauta (CIO) |
26 754 |
|
24 450 |
|
(5 982) |
|
– |
|
45 222 |
|
1 013 |
|
| Brett Till (CFO) |
18 927 |
|
25 183 |
|
– |
|
– |
|
44 110 |
|
988 |
|
| Total |
82 871 |
|
97 676 |
|
(5 982) |
|
– |
|
174 565 |
|
3 909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| June 2019 |
| |
| |
| |
| |
| |
| |
| Morné Wilken (CEO) |
– |
|
37 190 |
|
– |
|
– |
|
37 190 |
|
2 598 |
|
| Wilhelm Nauta (CIO) (1) |
16 742 |
|
10 012 |
|
– |
|
– |
|
26 754 |
|
1 869 |
|
| Brett Till (CFO) |
– |
|
18 927 |
|
– |
|
– |
|
18 927 |
|
1 322 |
|
| Pieter Prinsloo (former CEO) |
88 045 |
|
29 715 |
|
(109 123) |
|
(8 637) |
|
– |
|
– |
|
| Laurence Cohen (former CFO) |
47 541 |
|
– |
|
(47 541) |
|
– |
|
– |
|
– |
|
| Total |
152 328 |
|
95 844 |
|
(156 664) |
|
(8 637) |
|
82 871 |
|
5 789 |
|
| (1) |
The unvested shares shown for Mr Nauta include all share allocations granted during his tenure, including prior to becoming an executive director on 5 July 2018 |
|
| K1.3 |
Reconciliation of value of shares outstanding under the CUP for executive directors |
| |
Group and Company
June 2020 |
Outstanding
at the
beginning of the year (2)
R'000 |
|
Awarded (3)
R'000 |
|
Forfeited (2)
R'000 |
|
Vested
R'000 |
|
Change
in market value
R'000 |
|
Outstanding
at the end
of the year
at market
value (4)
R'000 |
|
| Morné Wilken (CEO) |
2 598 |
|
3 301 |
|
– |
|
– |
|
(3 991) |
|
1 908 |
|
| Wilhelm Nauta (CIO) |
1 869 |
|
1 680 |
|
(418) |
|
– |
|
(2 118) |
|
1 013 |
|
| Brett Till (CFO) |
1 322 |
|
1 730 |
|
– |
|
– |
|
(2 064) |
|
988 |
|
| Total |
5 789 |
|
6 711 |
|
(418) |
|
– |
|
(8 173) |
|
3 909 |
|
| (2) |
Shares outstanding at the beginning of the year and shares forfeited are valued at the closing share price of R69.87 on 30 June 2019 |
| (3) |
Shares awarded during the year are valued at the 30 day VWAP on grant date of R 68.71 |
| (4) |
Shares outstanding at the end of the year are valued at the closing share price of R22.39 |
|
| |
| June 2019 |
Outstanding
at the
beginning of
the year (5)
R'000 |
|
Awarded (6)
R'000 |
|
Forfeited (5)
R'000 |
|
Vested
R'000 |
|
Change
in market
value
R'000 |
|
Outstanding
at the end
of the year
at market
value (7)
R'000 |
|
| Morné Wilken (CEO) |
– |
|
3 301 |
|
– |
|
– |
|
(703) |
|
2 598 |
|
| Wilhelm Nauta (CIO) |
1 713 |
|
889 |
|
– |
|
– |
|
(733) |
|
1 869 |
|
| Brett Till (CFO) |
– |
|
1 680 |
|
– |
|
– |
|
(358) |
|
1 322 |
|
| Pieter Prinsloo (former CEO) |
9 011 |
|
2 638 |
|
(9 898) |
|
(1 751) |
|
– |
|
– |
|
| Laurence Cohen (former CFO) |
4 865 |
|
– |
|
(4 865) |
|
– |
|
– |
|
– |
|
| Total |
15 589 |
|
8 508 |
|
(14 763) |
|
(1 751) |
|
(1 794) |
|
5 789 |
|
| (5) |
Shares outstanding at the beginning of the year and shares forfeited are valued at the closing share price of R102.34 on 30 June 2018 |
| (6) |
Shares awarded during the year are valued at the 30 day VWAP on grant date of R 88.77 |
| (7) |
Shares outstanding at the end of the year are valued at the closing share price of R69.87 |
|
| K1.4 |
Share-based payments expense |
| |
The following amounts were recorded in the statement of profit and loss with respect to directors.
| |
Group and Company |
|
| |
June 2020
R'000 |
|
June 2019
R'000 |
|
| Morné Wilken (CEO) |
2 037 |
|
484 |
|
| Wilhelm Nauta (CIO) |
1 473 |
|
880 |
|
| Brett Till (CFO) |
1 101 |
|
246 |
|
| Total |
4 611 |
|
1 610 |
|
|
| K2.1 |
Accounting policy |
| |
Long-term benefits - share-based payments
The Company operates an equity-settled share-based conditional share plan (CUP) for its employees.
The grant date fair value of equity-settled share-based payment arrangements granted to employees is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
All share-based remuneration is ultimately recognised as an expense in profit or loss, with a corresponding increase in equity over the vesting period. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of shares expected to vest.
The CUP consists of two components - performance shares and retention shares, both of which are settled by the issue of Hyprop shares. The allocation between performance and retention shares is 70%:30% for all participants. Awards under the CUP are made on an annual basis. |
| |
| 40% |
Growth in distribution per share relative to the peer group |
| 40% |
Share price performance relative to the peer group |
| 20% |
A strategic component, which is determined by the Remuneration committee in line with the prevailing circumstances and projects at the time of the award. |
Each of the performance conditions is measured over a three-year performance period. Participants must be employed until the end of the vesting period to be eligible for the award.
Retention shares
Retention shares vest after five years, provided the participant is still employed by the Group.
|
| K2.2 |
Reconciliation of number of shares outstanding under the CUP |
| |
|
| Group and Company |
|
Group and Company |
|
|
| Performance shares |
|
Retention shares |
|
|
| June 2020 |
|
June 2019 |
|
June 2020 |
|
June 2019 |
|
| Outstanding at the beginning of the year |
210 547 |
|
235 815 |
|
141 513 |
|
181 820 |
|
| New awards granted |
187 420 |
|
135 583 |
|
80 330 |
|
58 116 |
|
| Vested and settled by the issue of Hyprop ordinary shares |
(35 962) |
|
(49 336) |
|
(26 762) |
|
(37 465) |
|
| Forfeited |
(5 982) |
|
(111 515) |
|
– |
|
(60 958) |
|
| Outstanding at the end of the year |
356 023 |
|
210 547 |
|
195 081 |
|
141 513 |
|
| Weighted average remaining vesting period (years) |
1.4 |
|
1.5 |
|
2.8 |
|
1.1 |
|
|
| K2.3 |
Movement reconciliation - share-based payment reserve |
| |
| |
Group and Company |
|
| |
June 2020
R'000 |
|
June 2019
R'000 |
|
| Opening balance at 1 July |
20 286 |
|
27 443 |
|
| Release of reserve on vesting of shares |
(6 476) |
|
(8 513) |
|
| Share-based payment expense |
14 003 |
|
10 365 |
|
| Forfeitures |
(2 208) |
|
(9 009) |
|
| Balance at the end of the year |
25 605 |
|
20 286 |
|
|
| K2.4 |
Valuation methodology |
| |
The day-one fair value of the awards granted under the CUP is determined based on the 30-day VWAP of Hyprop shares ending on the grant date, as specified in the CUP rules. Volatility is calculated based on historic volatility for the preceding year. The fair value of each outstanding tranche of share awards is detailed below:
| Performance shares |
Tranche 6 |
|
Tranche 7 |
|
Tranche 8 |
|
Tranche 9 |
|
| Number of awards granted |
84 840 |
|
96 302 |
|
39 281 |
|
187 420 |
|
| Share price at grant date ('R) |
116.76 |
|
102.34 |
|
81.50 |
|
68.87 |
|
| Grant date |
01-Jul-17 |
|
01-Jan-19 |
|
01-Jan-19 |
|
01-Jul-19 |
|
| Vesting period ends |
30-Jun-20 |
|
30-Jun-21 |
|
31-Dec-21 |
|
30-Jun-22 |
|
| Black Scholes valuation |
| |
| |
|
|
| |
| |
Fair value of shares at grant date ('R) |
97.66 |
|
81.99 |
|
61.69 |
|
49.34 |
|
| |
Expected life (years) |
3 |
|
3 |
|
3 |
|
3 |
|
| |
Volatility (%) |
20 |
|
20 |
|
20 |
|
19 |
|
| |
Risk-free rate after taxation of 28% (%) |
6.4 |
|
6.4 |
|
6.4 |
|
6.0 |
|
| |
Dividend yield (%) |
6.0 |
|
7.4 |
|
9.3 |
|
11 |
|
| |
% allocated to executive directors on grant date (%) |
31.0 |
|
28.9 |
|
100.0 |
|
36.5 |
|
Tranche 4 of the performance shares vested during the year at a fair value of R61.17 per share.
Tranche 5 of the performance shares were forfeited during the year.
| Retention shares |
Tranche 3 |
|
Tranche 4 |
|
Tranche 5 |
|
Tranche 6 |
|
Tranche 7 |
|
Tranche 8 |
|
Tranche 9 |
|
| Number of awards granted |
33 549 |
|
33 499 |
|
2 564 |
|
35 114 |
|
41 281 |
|
16 835 |
|
80 330 |
|
| Share price at grant date ('R) |
121.0 |
|
129.89 |
|
117.31 |
|
116.76 |
|
102.34 |
|
81.50 |
|
68.87 |
|
| Grant date |
01-Jul-15 |
|
01-Jul-16 |
|
01-Jan-17 |
|
01-Jul-17 |
|
01-Jul-18 |
|
01-Jan-19 |
|
01-Jul-19 |
|
| Vesting period ends |
30-Jun-20 |
|
30-Jun-21 |
|
31-Dec-21 |
|
30-Jun-22 |
|
30-Jun-23 |
|
31-Dec-23 |
|
30-Jun-24 |
|
| Black Scholes valuation |
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
Fair value of shares at grant date ('R) |
96.68 |
|
102.32 |
|
90.07 |
|
86.7 |
|
70.72 |
|
51.24 |
|
39.50 |
|
| |
Expected life (years) |
5 |
|
5 |
|
5 |
|
5 |
|
5 |
|
5 |
|
5 |
|
| |
Volatility (%) |
20 |
|
20 |
|
20 |
|
20 |
|
20 |
|
20 |
|
19.3 |
|
| |
Risk-free rate after taxation of 28% (%) |
6.0 |
|
6.4 |
|
6.4 |
|
6.4 |
|
6.4 |
|
6.4 |
|
6.4 |
|
| |
Dividend yield (%) |
4.5 |
|
6.0 |
|
6.0 |
|
6.0 |
|
7.4 |
|
9.3 |
|
11.1 |
|
| |
% allocated to executive directors on grant date (%) |
31.0 |
|
31.0 |
|
31.0 |
|
31.0 |
|
28.9 |
|
100.0 |
|
36.5 |
|
Tranche 2 of the retention shares vested during the year at a fair value of R59.96 per share. |
| K3.1 |
Accounting policy |
| |
A defined contribution plan is a post-employment benefit plan under which the Company pays contributions to a separate entity. The Company has no legal or constructive obligation to pay further amounts if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Company contributions to defined contribution plans are recognised as an employee benefit expense when the related services have been rendered. |
| K3.2 |
Profile |
| |
All permanent employees must be members of the Unicover Pension Fund (an umbrella defined contribution fund) (the fund), except those who elect not to be members in terms of section 197 of the Labour Relations Act 66 of 1995 (LRA).
In addition to the post-retirement benefits, the fund provides comprehensive death, disability, funeral and universal education cover for all members. |
| K3.3 |
Retirement benefits - expense |
| |
| |
Group and Company |
|
| |
June 2020
R'000 |
|
June 2019
R'000 |
|
| Defined contribution fund |
13 859 |
|
12 587 |
|
|