| 4. | Share-based payments |
| The Group operates an Employee Share Option Scheme (the Scheme). The Scheme is administered by the Employee Share Purchase Trust (the share trust) and its Board of trustees. All options are granted in accordance with the rules of the Scheme, which have been approved by the shareholders and the JSE. | |
| All options are granted at the volume-weighted average market price (VWAP) for the 20 trading days preceding the option grant date. No discount is applied. | |
| All share options granted after 11 June 2008 will, at the time of exercise by the employee, be automatically net settled by Pick n Pay Stores Limited. For all options granted prior to 11 June 2008, the employee can choose whether to net settle the options, or whether to pay the purchase price in full to take up the total allotment of shares (gross settle). | |
| All vested share options have to be exercised, paid for (or net settled) and taken up within 10 years of the grant date. The directors are authorised to utilise up to 13.3% of the issued share capital for the Scheme. | |
| The Scheme grants the following options to employees: | |
| Service share options in Pick n Pay Holdings Limited – are granted to all permanent employees who have been with the Group for 5 years and further options are granted every 5 years thereafter. | |
| Service share options may be taken up immediately on granting. | |
| Status share options in Pick n Pay Stores Limited – are granted to employees who attain manager status and further options are granted at each promotion to higher levels of management. | |
| Status share options may be taken up in 3 tranches as follows: 40% after 3 years 30% after 5 years 30% after 7 years |
|
| Retention share options in Pick n Pay Stores Limited – further share allocations are also made for the retention of key executives, with longer vesting dates of up to 10 years. | |
| Executive share options in Pick n Pay Stores Limited – are granted to senior executives. These 5 year options may only be taken up when prescribed performance conditions linked to the growth of Pick n Pay Stores Limited’s share price are met. If the conditions are not met, these options are automatically forfeited. Should further performance hurdles be achieved, discounted grant prices may apply. Refer to the remuneration report here for further details. |
| Pick n Pay Stores Group |
Pick n Pay HOLDINGS Group |
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| 2013 Number of options 000’s |
2012 Number of options 000’s |
2013 Number of options 000’s |
2012 Number of options 000’s |
||
| 4.1 | Outstanding share options | ||||
| Movement in the total number of share options granted is as follows: | |||||
| At beginning of period | 54 244.9 | 53 148.8 | 12 107.4 | 9 824.6 | |
| New options granted* | 6 022.4 | 6 287.5 | 3 159.8 | 3 230.4 | |
| Options taken up** | (5 298.9) | (2 442.5) | (892.9) | (918.8) | |
| Options forfeited | (2 118.8) | (2 748.9) | (419.0) | (28.8) | |
| At end of period | 52 849.6 | 54 244.9 | 13 955.3 | 12 107.4 | |
| Outstanding options may be taken up during the following financial periods: | |||||||
| Average grant price | |||||||
| Year | Pick n Pay Stores Group |
Pick n Pay Holdings Group |
|||||
| 2014 | R34.48 | R12.02 | 31 999.2 | 13 955.3 | |||
| 2015 | R34.04 | 6 618.2 | — | ||||
| 2016 | R34.89 | 5 100.9 | — | ||||
| 2017 | R37.98 | 4 637.9 | — | ||||
| 2018 and thereafter | R37.24 | 4 493.4 | — | ||||
| 52 849.6 | 13 955.3 | ||||||
| Percentage of issued shares | 11.0% | 11.3% | 2.6% | 2.1% | ||||
| Options available for granting under current authorisation (000’s) | 11 043.0 | 9 647.9 | 78 313.3 | 80 161.2 | ||||
|
R44.85 | R41.58 | R15.36 | R15.35 | ||||
|
R27.94 | R24.48 | R12.68 | R10.93 | ||||
| For details of share options held by directors refer to the remuneration reports here and here. | ||||||||
| 000’s | 000’s | 000’s | 000’s | |||||
| The Employee Share Purchase Trust, which administers the 1997 Employee Share Option Scheme, holds the following number of ordinary shares: | ||||||||
| As a hedge against share options granted or to be granted, reflected as treasury shares | 2 046.6 | 2 482.2 | 9 115.8 | 9 011.0 | ||||
| On behalf of share purchase scheme participants | 133.1 | 144.3 | 389.8 | 426.2 | ||||
| 2 179.7 | 2 626.5 | 9 505.6 | 9 437.2 |
| 4.2 | Fair value |
| The fair value of share options granted to employees are valued at the grant date and expensed through the statement of comprehensive income over the vesting period of the option. | |
| The fair value of each option grant in Pick n Pay Stores Limited (PIK) and Pick n Pay Holdings Limited (PWK) has been estimated on the grant date using an actuarial binomial option pricing model. The assumptions used in determining the fair value of the options granted in each financial period are as follows: |
| Financial period of grant |
Options granted |
Number of options granted 000’s |
Expected life of options years |
Share price at grant date |
Grant price | Expected volatilitya |
Expected dividend yieldb |
Risk-free ratec |
|
| 2012 | PWK | 2 230.4 | 1 | R16.50 | R16.50 | 20.66 | 4.49 | 5.60 | |
| 2012 | PIK | 6 287.5 | 3 – 7 | R37.36 – R47.23 | R37.29 – R47.10 | 24.24 – 25.72 | 3.68 – 4.16 | 6.40 – 8.38 | |
| 2013 | PWK | 3 159.8 | 1 | R19.58 – R20.41 | R18.00 – R20.04 | 22.82 – 23.85 | 3.61 – 4.04 | 5.69 – 6.97 | |
| 2013 | PIK | 6 022.4 | 3 – 7 | R37.00 – R48.49 | R32.65 – R46.37 | 22.24 – 24.74 | 3.24 – 3.62 | 5.76 – 7.94 |
| a | The expected volatility is determined based on the rolling historical volatility over the expected option term that prevailed at the grant date. | |
| b | The expected dividend yield is the best estimate of the forward looking dividend yield over the expected life of the option. This has been estimated by reference to the historical average dividend yield during the period preceding the grant, equal to the vesting period of the grant. | |
| c | The risk-free rate is the yield on zero-coupon South African government bonds of a term consistent with the estimated option term. |
| Group | |||
| 2013 | 2012 | ||
| Rm | Rm | ||
| 4.3 | Share-based payment expense | ||
| Total expensed to date – beginning of period | 407.8 | 312.1 | |
| Share options expense for the period | 91.3 | 95.7 | |
| Total expensed to date – end of period | 499.1 | 407.8 | |
| Share options expense to be recognised in future financial periods, in respect of all options granted since 2003, is: | |||
| Within 1 year | 74.3 | 75.5 | |
| Within 2 to 5 years | 82.6 | 110.0 | |
| After 5 years | 3.9 | 3.9 | |
| Total expense to be recognised | 160.8 | 189.4 | |
| Total current and future share-based payment expense | 659.9 | 597.2 | |