INTEGRATED ANNUAL
REPORT 2020

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Notes to the consolidated financial statements

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37.

LONG-TERM INCENTIVE PLANS

The group operates various long-term incentive plans as follows:

37.1

Cash-settled – Tsogo Sun Group Long-term Incentive Scheme

The Tsogo Sun Group Long-term Incentive Scheme is a bonus scheme whereby participants receive cash bonuses, the amounts of which are determined with reference to the growth in Tsogo Sun Holdings’ share price. Participants under this bonus appreciation plan are not entitled to take up shares or options whatsoever. Allocations vest in full three years after date of allocation.

The fair value is expensed over the period as services are rendered by the employees. In terms of the rules, the fair values of the payments are determined using the seven-day volume weighted average trading price of the company’s share prior to the determination of the fair value of the long-term incentive bonus. The following is pertinent to this bonus plan:

2020
2019
Average share price utilised to value the liability R 23.50
Number of appreciation units granted and outstanding (’000) 17 959
Number of appreciation units vested and outstanding (’000) 12 642

The group recognised a debit of Rnil million (2019: R3.5 million credit) related to this bonus appreciation plan during the year and at 31 March 2020 the group had recorded liabilities of Rnil million (2019: R34.7 million) in respect of this plan. The current portion of this liability is Rnil million (2019: R29.1 million).

2020
Rm
2019
Rm
The Tsogo Sun Group Long-term Incentive Scheme
Cash-settled, share-based long-term incentive plan 34
34
Less: Current portion (29)
Non-current portion 5
37.2

Equity-settled – Tsogo Sun Hotels SAR Plan

Hotel employees who participated in the Tsogo Sun Group Long-term Incentive Scheme (‘Tsogo Sun LTIP’) (refer note 37.1) were given the option to: (a) accelerate the vesting of their notional shares held under the Tsogo Sun LTIP and receive settlement in cash, or (b) to elect to convert their notional shares held under the Tsogo Sun LTIP to share appreciation rights (‘SAR’) administered in terms of the equity-settled Tsogo Sun Hotels SAR plan (‘SAR plan’). The conversion calculation was done on a basis which ensured that participants received SARs under the SAR plan that equated to the same fair value of their notional shares previously held under the Tsogo Sun LTIP on the conversion date (12 June 2019). The conversion was completed on 12 August 2019 and will ensure that hotel employees are incentivised based on the performance of the company’s share price moving forward and will consequently, align their interests more closely with those of the company’s shareholders. On conversion of the scheme the long-term incentive liability balance of R35 million was transferred to the share-based payments reserve.

A Black-Scholes valuation model was applied in determining the fair value of the SARs to be issued under the SAR plan and the valuation assumptions and inputs to this model are set out below:

2020
Spot price on 12 June 2019 R4.00
Dividend yield 4.70%
Share price volatility 24% – 28%
Risk-free rate 8.37%

The long-term incentive expense relating to the SAR plan will continue over the SAR vesting periods according to the terms of the SAR plan rules. The long-term incentive expense will increase by new grants made to employees and decrease by employee forfeitures. Included in the employee cost as disclosed in note 10 is an income statement charge of R17 million relating to the share appreciation right for the 2020 financial year.

Set out below are summaries of options granted under the plan:

Number
of options
2020
As at 12 June 2019 95 208 319
Granted during the year 298 708
Exercised during the year
Expired during the year (11 306 911)
Forfeited during the year (2 564 337)
As at 31 March 2020 81 635 779
Vested and exercisable at 31 March 2020 42 285 707

Appreciation rights outstanding at the end of the year have the following expiry dates and exercise price:

Grant date Expiry
date
Exercise
price
Share
options
31 March
2020
1 October 2014 1 October 2020 4.34 345 861
1 April 2015 1 April 2021 4.50 11 880 664
1 October 2015 1 October 2021 4.16 240 306
1 April 2016 1 April 2022 4.01 14 570 837
1 October 2016 1 October 2022 5.64 354 788
1 April 2017 1 April 2023 5.14 14 893 251
1 October 2017 1 October 2023 3.91 511 825
1 April 2018 1 April 2024 4.62 14 295 914
1 October 2018 1 October 2024 4.13 11 377 505
1 April 2019 1 April 2025 4.24 12 866 120
1 October 2019 1 October 2025 4.02 298 708
81 635 779

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