| Notes to the consolidated annual financial statements | Note 17 |
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| The following equity-settled share-based payment expense is recognised in profit or loss in terms of IFRS 2: Share-based
Payment: |
| 17.1.1 |
Forfeitable share plan (FSP) reserve
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This share-based payment arrangement is accounted for as an equity-settled share-based payment transaction.
Under the FSP, awards of performance shares are granted to executive directors and selected employees of the Group. The
vesting of these shares is subject to continued employment, and is conditional upon achievement of performance targets,
measured over a three-year period, for directors, senior management and other selected employees. |
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Share awards |
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Movements in non-vested shares: |
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1 April |
128.67 |
4 422 718 |
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117.06 |
4 283 818 |
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Granted |
167.23 |
1 384 016 |
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136.88 |
1 765 229 |
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Forfeited |
129.86 |
(613 799) |
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117.60 |
(485 269) |
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Vested |
115.06 |
(1 164 952) |
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102.38 |
(1 141 ) |
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31 March |
145.68 |
4 027 983 |
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128.67 |
4 422 718 |
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Ordinary shares available for utilisation: |
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1 April |
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69 577 285 |
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69 716 185 |
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Granted |
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(1 384 016) |
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(1 765 229) |
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Forfeited |
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613 799 |
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485 269 |
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Vested |
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1 164 952 |
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1 141 060 |
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31 March |
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69 972 020 |
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69 577 285 |
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The fair value of the share awards on grant date were measured using the quoted market price of a Vodacom Group Limited
share without adjusting for expected dividends and non-market performance conditions. Market conditions are adjusted for. |
| 17.1.2 |
Restricted share plan reserve
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This share-based payment arrangement is accounted for as an equity-settled share-based payment transaction.
Executives who have a conditional benefit in terms of their previous service contract have the option to convert a portion or all of
their benefit to restricted shares for the purpose of meeting the shareholding guidelines. These shares are subject to the same
conditions as those of the underlying conditional benefit. |
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Share awards |
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Movements in non-vested shares: |
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1 April |
112.19 |
1 462 145 |
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112.93 |
1 581 477 |
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Vested |
112.30 |
(46 931) |
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121.92 |
(119 332) |
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31 March |
112.19 |
1 415 214 |
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112.19 |
1 462 145 |
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The fair value of the share awards on grant date were measured using the quoted market price of a Vodacom Group Limited
share without adjusting for expected dividends and performance conditions. |
| 17.1.3 |
Vodafone performance share plan reserve
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This share-based payment arrangement is accounted for as an equity-settled share-based payment transaction.
Under this plan, awards of shares are granted to executive directors and prescribed officers and certain executive management
of the Group. During the current year 1 000 411 (2016: 669 842) shares were granted to Group employees, assignees and
co-investment participants and 339 889 of the shares issued in prior years, vested. The vesting of these shares is subject to
continued employment, and, for some awards, is conditional upon achievement of performance targets, measured over a
three-year period. A charge is recognised based on the fair value of the award on the grant date. |
| 17.1.4 |
Broad-based Black Economic Empowerment (BBBEE) transaction
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In October 2008 the Group’s shareholders approved a BBBEE transaction which entailed the issue and allotment of ordinary
shares and ‘A’ ordinary shares representing, in aggregate, 6.25% of Vodacom (Pty) Limited’s (Vodacom SA) issued share capital to
eligible employees, Broad-based Black South African Public (Black Public), Vodacom Black Business Partners (Business Partners)
and Broad-based Strategic partners (Strategic partners). The transaction was introduced to assist the Group in meeting its
empowerment objectives for its South African operations. |
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Employees: YeboYethu Employee Participation Trust (the Trust) |
17.1.4.1 |
1.56 |
1 875 |
– |
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Black Public and Business Partners: YeboYethu (RF) Limited |
17.1.4.3 |
1.88 |
2 250 |
360 |
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Strategic Partner: Royal Bafokeng Holdings (Pty) Limited |
17.1.4.4 |
1.97 |
2 366 |
378 |
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Strategic Partner: Thebe Investment Corporation (Pty) Limited |
17.1.4.4 |
0.84 |
1 009 |
162 |
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6.25 |
7 500 |
900 |
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Summary of the financial impact of share-based payment arrangements |
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Cash-settled share-based payment liability |
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Employees (Refer Note 17.1.4.1) |
(118) |
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(103) |
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Innovator Trust (Refer Note 17.1.4.6) |
(296) |
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(234) |
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(414) |
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(337) |
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Equity-settled share-based payment reserve |
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Employees (Refer Note 17.1.4.1) |
(386) |
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(389) |
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Black Public and Business Partners (Refer Note 17.1.4.3) |
(300) |
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(300) |
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Strategic Partners (Refer Note 17.1.4.4) |
(923) |
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(923) |
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Storage Technologies Services (Pty) Limited (Refer Note 17.1.4.8) |
(32) |
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(32) |
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(1 641) |
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(1 644) |
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| 17.1.4.1 |
Employees
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An employee ownership trust1 (the Trust), was established for the benefit of all eligible employees. The Trust holds ‘A’ ordinary
shares in Vodacom SA through its interest in YeboYethu Limited. The ‘A’ ordinary shares are a separate class of shares in Vodacom
SA, ranking pari passu with the ordinary shares except that they do not entitle the holder to dividends in cash until a notional
loan is repaid.
Employees participated in the transaction by being allocated units in the Trust based on a varying percentage of their
guaranteed total cost of employment per annum taking into account their employment level and racial and gender
classification.
As at 31 March 2017, all units were allocated and are 100.0% vested. The total forfeited units available as at 31 August 2015
(18.96%) were allocated effective 14 March 2016 with a grant date of 14 March 2016 to employees in proportion to the number
of units held on this date.
The cash-settled share-based payment liability as at 31 March 2017 is R118 million (2016: R103 million) and the equity-settled
share based payment reserve as at 31 March 2017 is R386 million (2016: R389 million). |
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Movements in non-vested share rights: |
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1 April |
286 012 319 |
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Granted |
13 987 681 |
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31 March |
300 000 000 |
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All share rights vested in the prior financial year
No share rights are currently exercisable through the notional funding mechanism. Since the funded portion of the fair value is
repaid through notional dividends on the ‘A’ ordinary shares issued, the exercise price at the date the share rights become
exercisable can vary depending to what extent the notional amounts outstanding have been recouped.
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| 17.1.4.3 |
Black Public and Business Partners
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The Black Public and Business Partners hold ordinary and ‘A’ ordinary shares in Vodacom SA through YeboYethu Limited1. For the
first five years the Black Public and Business Partners will not be entitled to sell their ordinary and ‘A’ ordinary shares in Vodacom
SA. After the fifth anniversary until the expiry of the 10 year lock-in period they will be entitled to sell or transfer these shares to
approved BBBEE parties. After the expiry of the 10 year lock-in period the Black Public and Business Partners will be entitled to
freely trade the ordinary and ‘A’ ordinary shares. The over-the-counter (OTC) trading commenced on 3 February 2014. The
equity-settled share based payment reserve remained unchanged. |
| 17.1.4.4 |
Strategic Partners: Royal Bafokeng Holdings (Pty) Limited and Thebe Investment Corporation (Pty) Limited
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The two Strategic Partners respectively hold ordinary and ‘A’ ordinary shares in Vodacom SA through two wholly owned
ring-fenced private companies named Lisinfo 209 Investments (Pty) Limited¹ and Main Street 661 (Pty) Limited¹.
The Strategic Partners will not be able to trade their shares during the first seven years of the 10-year lock-in period. After the
seventh anniversary and until the expiry of the lock-in period, the Strategic Partners will be entitled to trade their shares subject
to Vodacom SA having a first pre-emptive right to repurchase, and other Strategic Partners, if introduced with Vodacom SA’s
approval, having a second ranking pre-emptive right to purchase the shares. If none of the parties exercise their right, the
Strategic Partners will be entitled to sell their shares to any other party with a similar or higher BBBEE rating than themselves,
subject to Vodacom SA approval. After the expiry of the 10 year lock-in period the Strategic Partners will be entitled to freely
trade their shares. The equity-settled share-based payment reserve remained unchanged. |
| 17.1.4.5 |
Funding
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The difference between the value of the shares allocated and the proceeds received was funded by Vodacom SA on a notional
funding basis. Initially the loan carried a notional interest rate of 9.8%, representing a nominal annual rate compounded daily
(NACD) with a maturity date of 30 September 2015. In October 2014, the interest rate on the loan was amended to 8.0% NACD
and the maturity date was extended to 30 September 2018.
The BBBEE participants receive a notional dividend on the ‘A’ ordinary shares, which is used as a notional payment against the
notional loan. If the notional loan has not been fully repaid by the notional dividends, Vodacom SA has the right to repurchase a
variable number of shares from the BBBEE participants at par value. The variable number of shares will be calculated based on a
specified formula which takes into account the outstanding balance of the notional loan and the underlying value of the shares
held in Vodacom SA. This repurchase feature is a mechanism to redeem any outstanding notional loan balances and therefore
results in an in-substance option in terms of IFRS 2, to issue a variable number of shares to the BBBEE participants in the future.
Since there is no obligation on Vodacom SA to repurchase any shares, it does not render the share-based payment to be
cash-settled, nor does it impact the vesting rights.
The notional funding closing balance for employees amounted to R1 559 million (2016: R1 620 million), for Black Public and
Business Partners R1 284 million (2016: R1 385 million) and for Strategic Partners R1 926 million (2016: R2 077 million).
To compensate current employees and employees previously employed (collectively employees) for the reduced liquidity as a
result of the extension of the notional loan maturity date to 30 September 2018, the Group provided employees with the option
to subscribe for an interest-free loan, repayable 1 March 2019.
The funding does not give rise to a legal obligation but only facilitates a share repurchase mechanism.
The employees pledge the interest held in units as security for the interest-free loan. The value of the interest-free loan available
to the employees is 50.0% of the amount which the Group determined as a bona fide estimate of what the after tax value of the
borrower’s participation rights are in relation to the underlying value of the units in the Trust, adjusted on an annual basis. If an
employee elects to receive the funding, the Group will pay the employee the fringe benefit tax that is levied on the employee
arising from the interest-free loans. The same will apply if the Group decides to waive the loan. The provision of interest-free loans
resulted in a change in classification of a portion of the awards to employees from an equity settled to a cash-settled share-based
payment (i.e. a compound instrument with a liability for the loan component and a residual equity element). The employees
could elect funding in the month of March 2016 with R39.9 million (2016: R27 million) paid out in loans to employees. |
| 17.1.4.6 |
Innovator trust1
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During the 2015 financial year, the Innovator Trust, a consolidated structured entity1, acquired shares from the existing BBBEE
shareholders. The objectives of the Innovator Trust include facilitating enterprise development.
The ability of the Innovator Trust to purchase YeboYethu shares provides the Group with a choice of settlement to the BBBEE
shareholders, for up to 34.0% of the YeboYethu shares. The Group can either settle the award in YeboYethu shares or repurchase
the equity instruments and thereby settle the transaction in cash. With the first purchase of YeboYethu shares by the Innovator
Trust in the prior year, the Group created a past practice of settling the awards in cash and recognised its present obligation to
settle in cash as a deduction from equity.
The cash-settled share-based payment liability as at 31 March 2017 is R296 million (2016: R234 million). |
| 17.1.4.7 |
BBBEE valuation1
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Equity-settled share based payment transaction
BBBEE credentials are not separable and cannot be valued other than by reference to the fair value of the equity instruments
granted. The share-based payment expense was calculated using the Monte-Carlo option pricing model, which is reflective of the
underlying characteristics of the BBBEE transaction. The final grant took place in the 2016 financial year, and the following
assumptions were used at the time to determine the fair value of the final grant. |
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Risk-free rate (%)1 |
6.8 – 7.9 |
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Expected volatility (%)2 |
22.7 |
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Contractual life (years) |
2.5 |
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Original grant valuation (Rm) |
102 |
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Final grant fair value (Rm) |
69 |
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Cash-settled share based payment transaction |
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The cash-settled liabilities relating to employees (compound instruments) and the Innovator Trust (ability to purchase up to
34.0% of YeboYethu shares) are measured at fair value through profit and loss at each reporting date and on settlement. These
share-based payment liabilities are calculated using the Monte-Carlo option pricing model, which is reflective of the underlying
characteristics of the BBBEE transaction, using the following assumptions: |
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Risk-free rate (%)1 |
7.2 – 7.4 |
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6.8 – 7.9 |
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Expected volatility (%)2 |
17.4 |
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22.7 |
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Contractual life (years) |
1.5 |
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2.5 |
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Weighted average fair value of instruments granted (Rm) |
482 |
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383 |
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| 17.1.4.8 |
Storage Technologies Services (Pty) Limited (Stortech)
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During the prior financial year, a Special Purpose Vehicle (SPV)1 was created pursuant to a BBBEE deal to acquire a 44.0%
shareholding in a subsidiary of the Group, Stortech. The SPV is held by two BBBEE shareholders with a respective shareholding of
70.0% held by a non-executive director of Vodacom Group and 30.0% held by In2salad (Pty) Limited. The purchase price
amounting to R72 million was partially funded by loans guaranteed by Vodacom SA with the shares in the SPV acting as the only
security. The transaction was finalised on 15 September 2015 and the new structure provided Stortech with the necessary black
female and black shareholding that it requires for qualifying BBBEE credentials in terms of the BBBEE codes.
The transaction represents an in-substance option for the BBBEE shareholders to acquire a variable number of shares in the
future. The option falls into the scope of IFRS 2 as the BBBEE shareholders receive shares in Stortech at a discount to fair value in
exchange for BEE credentials. The scheme is an equity-settled share-based payment arrangement. The IFRS 2 charge and related
equity-settled share-based payment reserve recognised at grant date amounted to R32 million and was recognised as an
expense immediately on grant date. An option pricing model has been used to value the option on grant date. There are no
subsequent measurement considerations as this is an equity-settled scheme. The option pricing model used the following
assumptions: |
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Valuation date |
15 September 2015 |
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Maturity date |
15 September 2020 |
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Weighted average fair value of instruments granted (Rm) |
64 |
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Strike price (Rm)2 |
40 |
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Risk-free rate (%)3 |
6.2 – 8.7 |
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Expected volatility (%)4 |
36.9 |
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Dividend yield (%)5 |
3.2 – 9.4 |
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Market value of underlying equity (Rm) |
107 |
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Share-based payment expense (Rm) |
32 |
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