27. Share-based payments
 

The Bidvest Share Incentive Scheme (BIS) grants options to employees of the Group to acquire shares in the Company. The share options scheme has been classified as equity-settled schemes, and therefore an equity-settled share-based payment reserve has been recognised.

The Bidvest Group Share Appreciation Rights (SARs) Plan was adopted in 2016 to replace the BIS and has been classified as an equity-settled scheme, therefore an equity-settled share-based payment reserve has been recognised. Executive directors do not participate in the SARs Plan.

A Conditional Share Plan (CSP), which awards executive directors with a conditional right to receive shares in the Company, free of any cost, is also operated by the Group. As it is anticipated that the participants will receive shares in settlement of their awards, a share-based payment reserve has been recognised.

Replacement rights scheme (previously share option scheme)

Following the unbundling of Bidcorp (30 May 2016), Bidvest option holders exchanged each one of their existing options for one right over one Bidcorp share and one Bidvest share (replacement right). In terms of the amended scheme rules, the original option price was not adjusted, but on exercise of the replacement right, the original option price will be deducted from the combined value of the Bidcorp share and the Bidvest share. The vesting date and lapse dates of the replacement rights will be the same as those of the original options.

The terms and conditions of the replacement rights are:

Replacement right holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the board of the Company to the Trustees of the Bidvest Share Incentive Trust.

Replacement right holders may exercise the rights at such times as the right holder deems fit, but not so as to result in the following proportions of the holder's total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder's acceptance of an option. All rights must be exercised no later than the 10th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust.

The number and weighted average exercise prices of replacement rights are:

      2019 
Number
 
Average 
price 
R
 
   2018 
Number 
Average 
price 
R 
  
   Beginning of the year  3 438 923  257.73     5 098 397  247.06    
   Lapsed  (84 605) 272.60     (139 144) 269.22    
   Exercised  (1 344 563) 189.77     (1 520 330) 220.89    
   End of the year  2 009 755  258.67     3 438 923  257.73    
   The replacement rights outstanding at 30 June 2019 have an exercise price in the range of R135.00 to R301.54  (2018: R100.00 to R301.54) and a weighted average contractual life of 1.4 to 6.4 (2018: 0.3 to 7.4) years. The average combined value of the Bidvest and Bidcorp shares during the year was R485.41 (2018: R486.59). Replacement rights outstanding at 30 June by year of grant are:                   
   2009  –  –     1 500  100.00    
   2011  33 515  135.00     72 590  135.00    
   2012  95 000  134.56     129 500  134.00    
   2013  162 625  208.91     261 875  208.91    
   2014  380 499  234.74     807 079  235.40    
   2015  485 741  251.65     798 154  252.67    
   2016  852 375  301.54     1 368 225  301.54    
      2 009 755  258.67     3 438 923  257.73    
 

The fair value of services received in return for shares allotted is measured based on a modified Black-Scholes model. The contractual life of the replacement right is used as an input into this model.

Share Appreciation Rights Plan

The terms and conditions of the SARs Plan are:

SAR holders are only entitled to exercise their rights if they are in the employment of the Group in accordance with the terms referred to hereafter, unless otherwise recommended by the board of the Company to the Trustees of the Bidvest Share Incentive Trust.

SAR holders in the Scheme may exercise the SARs at such times as the holder deems fit, but not so as to result in the following proportions of the holder's total number of instruments being purchased prior to: 50% of total number of instruments at the expiry of three years; 75% of total number of instruments at the expiry of four years; and 100% of total number of instruments at the expiry of five years from the date of the holder's acceptance of an appreciation right. All SARs must be exercised no later than the 7th anniversary on which they were granted unless approval is obtained from the trustees of the Bidvest Share Incentive Trust.

The number and weighted average exercise prices of share appreciation rights are:

      2019 
Number
 
Average 
price 
R
 
   2018 
Number 
Average 
price 
R 
  
   Beginning of the year  7 335 500  152.96     3 585 000  146.55    
   Granted  4 151 500  188.42     3 854 000  158.75    
   Lapsed  (338 310) 151.55     (103 500) 146.61    
   Exercised  (41 015) 150.58     –  –    
   End of the year  11 107 675  166.27     7 335 500  152.96    
   Share appreciation rights outstanding at 30 June by year of grant are:                   
   2017  3 253 350  146.55     3 481 500  146.55    
   2018  3 702 825  158.75     3 854 000  158.75    
   2019  4 151 500  188.42     –  –    
      11 107 675  166.27     7 335 500  152.96    
 

The SARs outstanding at 30 June 2019 have an exercise price in the range of R138.48 to R188.42 (2018: R138.48 to R158.75) and a weighted average contractual life of 4.4 to 6.4 (2018: 5.4 to 6.4) years. The average value of the Bidvest share during the year was R197.05 (2018: R200.88).

The fair value of services received in return for shares allotted is measured based on a modified Black-Scholes model. The contractual life of the SARs is used as an input into this model.

The fair value of the SARs allotted during the current year and the assumptions used are:

    2019   2018  
  Fair value at measurement date (Rand) 209.35   176.39  
  Exercise price (Rand) 188.42   158.75  
  Expected volatility (%) 29.16   24.83  
  Option life (years) 4.00 – 6.00   4.00 – 6.00  
  Distribution yield (%) 2.83   2.96  
  Risk-free interest rate (based on the ZAR Bond static yield curve) (%) 7.60   7.93  
 

The volatility is based on the recent historic volatility.

Conditional share plan

In terms of the CSP scheme, a conditional right to a share is awarded to executive directors subject to performance and vesting conditions. The vesting period is as follows: 75% of total number of awards vest at the expiry of three years and 25% of total number of awards vest at the expiry of four years from the date of the award, unless otherwise determined by the Board. These share awards do not carry voting rights attributable to ordinary shareholders.

The fair value of services received in return for the conditional share awards has been determined by multiplying the number of conditional share awards expected to vest, by the share price at the date of the award less discounted anticipated future distribution flows. A total number of 576 201 (2018: 323 842) of the 711 280 (2018: 451 280) shares are expected to vest, taking into account the performance of the Group to date and forecasts to the end of the performance period, against the targets set at the time of the award. The average discounted share price used in the calculation of the share-based payment charge on the conditional share awards allotted during the year is R174.94 (2018: R154.55) per share. These awards will vest in the next three years.

Nil (2018: Nil) conditional share awards were forfeited as a result of performance conditions not being met, 15 456 conditional share awards were forfeited as a result of accelerated vesting.

The number of conditional share awards in terms of the conditional share plan are:

    2019 
Number 
  2018
Number
 
  Beginning of the year 451 280    256 280  
  Allotted during the year 282 000    195 000  
  Awarded during the year as result of accelerated vesting (6 544)   –  
  Forfeited during the year (15 456)   –  
  End of the year 711 280    451 280  
 

The maximum number of shares which may be allocated at any one time under the SAR and existing Conditional Share Plan shall not exceed 16 900 000 shares (5% of shares in issue). A total number of 5 081 045 (2018: 8 963 220) remain available for allocation.