35 SHARE INCENTIVE SCHEMES AND SHARE-BASED PAYMENTS
  35.1 FINANCIAL EFFECT OF SHARE-BASED PAYMENT TRANSACTIONS
     

   2020
Rm 
2019
Rm 
Income statement effect       
Compensation expense arising from equity and cash-settled forfeitable share plan  38  74 
Compensation expense arising from equity and cash-settled share appreciation rights incentive plan 
Share-based payment expense included in operating profit  44  80 
Taxation benefit on forfeitable share plan and share appreciation rights   (12) (22)
Net share-based payment expense after taxation  32  58 
Financial position effect       
Liability raised for cash-settled shares (to be incurred within one to five years) (15) (42)
Deferred taxation asset raised on share-based payment transactions  10  15 
Net reduction in shareholders’ interest as a result of share-based payment transactions  (5) (27)

  35.2  FORFEITABLE SHARE PLAN 
    On 28 January 2010, the group introduced the Barloworld Forfeitable share plan (FSP).

The scheme allows executive directors and certain senior employees to earn a long-term incentive to assist with the retention and reward of selected employees.

Shares are granted to employees for no consideration. These shares participate in dividends and shareholder rights from grant date.

The vesting of the shares is subject to continued employment for a period of three years or the employee will forfeit the shares.

Prior to the 2016 awards, shares issued to the executive directors were subject to performance conditions. From 30 March 2016, shares issued to the executive directors and certain senior employees are subject to performance conditions which will be measured over the three-year vesting period.

The performance conditions over the vesting period include a market condition based on total shareholder return and non-market conditions based on return on net operating assets and headline earnings per share.

On resignation, the employee will forfeit any unvested shares. On death or retirement only a portion of the shares will vest, calculated based on the number of days worked over the total vesting period, subject to any performance condition being met.

The scheme is settled in shares and therefore the scheme is equity-settled. In jurisdictions where the delivery of shares is impractical, cash will be paid to employees in lieu of shares. These shares are cash-settled share-based payments.

Fair value estimates

Equity settled

In terms of IFRS 2, the transaction is measured at fair value of the equity instruments at the grant date. The fair value takes into account that the employees are entitled to the dividends from grant date. The fair value of the equity-settled shares subject to non-market conditions is the closing share price at grant date. The estimated fair value of the equity-settled shares subject to market conditions were calculated at grant date using a Monte Carlo simulation model with the following inputs:

   
Date of grant:  9 March 2020  27 February 2019 
Non-market conditions       
Number of shares granted  1 268 300  726 149 
Share price at grant date (R) 78.00  131.12 
Estimated fair value per share at grant date (R) 78.00  131.12 
Market conditions       
Number of shares granted     135 261 
Share price at grant date (R)    131.12 
Expected volatility (%)    29.0 – 34.0 
Expected dividend yield (%)    3.5 
Risk free rate (%)    7.4 
Estimated fair value per share at grant date (R)    96.32 
    Cash – settled
In terms of IFRS 2, liabilities relating to cash-settled share-based payments are adjusted to fair value at financial position date. The estimated fair value of the cash-settled shares was calculated by using the closing share price at the reporting date, risk-free rate at reporting date and discounting future expected dividends.
   
Date of grant:  9 March 2020  27 February
2019 
30 January
2018* 
Number of cash-settled shares granted  179 500  65 250  608 280 
Share price at grant date (R) 78.00  131.12  171.30 
Risk-free rate (%) 7.8  7.0  6.6 
Estimated fair value per cash-settled share at grant date (R) 74.51  127.83  168.65 
Estimated fair value per cash-settled share at year-end (R) 58.51  66.44  61.05-72.49 
   
In 2018, the group issued cash-settled schemes as a result of the closed period that was in place at the time of the grants.  
  35.3  SHARE APPRECIATION RIGHTS SCHEME 
    During 2007, the group introduced the Barloworld Cash-Settled Share Appreciation Right Scheme.

The scheme allows executive directors and certain senior employees to earn a long-term incentive amount calculated based on the increase in the Barloworld Limited share price between the grant date and the vesting and exercise of such rights. During 2011, the scheme rules were amended to change all future awards to be equity-settled in shares.

The objective of the scheme is to recognise the contributions of senior staff to the group’s financial position and performance and to retain key employees.

The vesting of the rights are subject to specific performance conditions, based on group headline earnings per share. Rights are granted for a period of six years and vest one-third after three years from grant date, a further one-third after four years and the final third after five years.

The grant price of these appreciation rights equals the volume weighted average market price of the underlying shares on the three trading days immediately preceding grant date.

On resignation, share appreciation rights which have not yet vested and those vested but not exercised, are forfeited. On death or retirement the Barloworld remuneration committee may permit a portion of unvested rights to be exercised within one year (or such extended period as the committee may decide) of the date of cessation of employment.

It is group policy that employees should not deal in Barloworld Limited shares (and this is extended to the forfeitable share plan, share appreciation rights and share options schemes) for the periods from 1 April for half year-end and 1 October for year-end until 24 hours after publication of the results and at any other time during which they have access to price sensitive information.

Equity-settled share appreciation rights: Fair value estimates
In terms of IFRS 2, the transaction is measured at fair value of the equity instruments at the grant date.

The estimated fair value of the share appreciation rights was calculated using a binomial pricing model, with inputs as set out below.
   
   Equity-settled  
Date of grant  27 February 2019  29 March 2017  30 March 2016  30 March 2015 
Number of share appreciation rights granted  541 920  150 300  330 240  3 026 700 
Grant price (R) 130.02  121.53  72.77  90.77 
Share price at grant date (R) 131.12  120.00  77.80  90.50 
Expected volatility (%) 24.6  30.0  28.7  28.7 
Expected dividend yield (%) 3.5  2.9  4.4  3.5 
Risk-free rate (%) 8.2  7.9  8.6  7.4 
Exercise multiple (share price at exercise date/option exercise price) 1.8  1.8  1.9  1.9 
Estimated fair value per share appreciation right at grant date (R) 45.16  38.89  24.06  26.59 
    The volatility was based on historical volatility of the shares over a five-year period. It was assumed that, given the long time frame, historical volatility could be used to estimate expected or implied volatility.

Cash-settled share appreciation rights: Fair value estimates
In terms of IFRS 2, liabilities relating to cash-settled share-based payments are adjusted to fair value at financial position date.

The estimated fair value of the share appreciation rights was calculated using a binomial pricing model, with inputs as set out below.
   
Date of grant  Cash-settled 
30 January 2018 
Number of share appreciation rights granted  347 540 
Grant price (R) 177.71 
Share price at grant date (R) 171.30 
Expected volatility (%) 34.3 
Expected dividend yield (%) 4.2 
Risk-free rate (%) 8.0 
Exercise multiple (share price at exercise date/option exercise price) 1.8 
Estimated fair value per share appreciation right at grant date (R) 50.41 
Estimated fair value per cash-settled share at year-end (R) 1.52 
  35.4  CONDITIONAL SHARE PLAN 
    During the year, the group introduced the Barloworld Conditional Share Plan Scheme with the discontinuation of the Share Appreciation Rights Scheme.

The scheme will only apply to group executives including executive directors and prescribed officers and is designed to align the long-term incentive scheme with the Company’s strategy.

The objective of the scheme is to recognise the contributions of senior staff to the group’s financial position and performance and to retain key employees.

The vesting of the shares are subject to specific performance conditions, based return on invested capital, free cash flow conversion and headline earnings per share. The vesting of shares is subject to continued employment for a period of three years and a two-year holding period.

On resignation the employee will forfeit any unvested shares, on death or retirement only a portion of the shares will vest based on the number of days worked over the total vesting period subject to the performance condition being met.

The scheme is settled in shares and therefore equity-settled.

It is group policy that employees should not deal in Barloworld Limited shares (and this is extended to the forfeitable share plan, share appreciation rights and share options schemes and conditional share plan) for the periods from 1 April for half year-end and 1 October for year-end until 24 hours after publication of the results and at any other time during which they have access to price-sensitive information.

Fair value estimates
Equity-settled

In terms of IFRS 2, the transaction is measured at fair value of the equity instruments at the grant date. The fair value of the equity-settled shares subject to non-market conditions is the closing share price at grant date.
   
Date of grant:  9 March 2020 
Non-market conditions    
Number of shares granted  394 600 
Share price at grant date (R) 78.00 
Estimated fair value per share at grant date (R) 78.00 
  35.5  TOTAL FORFEITABLE SHARES AND APPRECIATION RIGHTS UNEXERCISED 
    The following forfeitable shares and share appreciation rights granted are unexercised:
   
            Number of options/rights   
Date of grant  Date from which exercisable  Expiry date  Contractual life remaining (years) Original exercise price (R) Barloworld directors  Barloworld employees# Total
unexercised** 
30 Mar 2016  29 Mar 2019  29 Mar 2022  1.5  72.77  65 350  204 690  270 040 
29 Mar 2017  29 Mar 2020  29 Mar 2023  2.5  121.53  85 920  29 950  115 870 
27 Feb 2019  27 Feb 2022  27 Feb 2025  4.4  130.02  189 340  352 580  541 920 
Total equity-settled share appreciation rights granted and unexercised  340 610  587 220  927 830 
30 Jan 2018  30 Jan 2021  30 Jan 2024  3.3     137 540  154 730  292 270 
Total cash-settled share appreciation rights granted and unexercised  137 540  154 730  292 270 
27 Feb 2019  27 Feb 2022  27 Feb 2022  1.4     31 510  618 505  650 015 
9 Mar 2020  8 Mar 2023  8 Mar 2023  2.4     54 820  951 704  1 006 524 
Total equity-settled forfeitable shares granted and unexercised  86 330  1 570 209  1 656 539 
30 Jan 2018  30 Jan 2021  30 Jan 2021  1.3     21 910  447 606  469 516 
27 Feb 2019  27 Feb 2022  27 Feb 2022  1.4       44 410  44 410 
9 Mar 2020  8 Mar 2023  8 Mar 2023  2.4        155 080  155 080 
Total cash-settled forfeitable shares granted and unexercised  21 910  647 096  669 006 
9 Mar 2020  8 Mar 2023  8 Mar 2023  2.4     142 110  236 571  378 681 
Total equity-settled conditional shares granted and unexercised  142 110  236 571  378 681 
Total unexercised            728 500  3 195 826  3 924 326 
   
**  Scheme rules dictate that the number of unexercised options may not exceed 10% of the total number of issued shares of the company at any time. 
The unexercised share options granted to retired directors and employees are included in this column. 
    The weighted average share price at the date of exercising share appreciation rights in current year was nil (2019: R120.26), as there were no exercise in the current period.
   
Share options and appreciation rights movement for the year  Number of forfeitable shares  Number of appreciation rights  Number of conditional share plan  Weighted average exercise price (R)* 
2020             
Unexercised at the beginning of the year  2 049 694  1 220 100     112.30 
Forfeitable shares granted  1 444 200          
Forfeitable shares forfeited  (472 093)         
Forfeitable shares vested  (696 255)         
Conditional shares granted        394 600    
Conditional shares forfeited        (15 919)   
Forfeitable shares, conditional shares and appreciation rights unexercised at year-end  2 325 546  1 220 100  378 681  112.30 
Appreciation rights equity exercisable at year-end     231 974     97.51 
Held by:             
Directors, employees and ex-employees of Barloworld  2 325 546  1 220 100  378 681  112.30 
2019          
Unexercised at the beginning of the year  2 300 147   1 466 348     73.24  
Rights granted in terms of equity-settled share appreciation rights scheme    541 920     130.02  
Forfeitable shares granted  926 660        
Forfeitable shares forfeited  ( 195 295)      
Forfeitable shares vested  ( 981 818)      
Appreciation rights equity forfeited    ( 69 454)   98.21  
Appreciation rights cash forfeited    ( 55 270)    
Appreciation rights exercised    ( 663 444)   89.92  
Forfeitable shares, options and appreciation rights unexercised at year-end  2 049 694   1 220 100     112.30  
Appreciation rights exercisable at year-end    79 980     72.77  
Held by:         
Directors, employees and ex-employees of Barloworld  2 049 694   1 220 100     112.30  
   
*   Weighted average exercise price for appreciation rights.  
   
   2 – 5 years  <1 year  Rm 
2020 

Rm   2019 
Estimated amount to be paid over to tax authorities on behalf of employees  56    56  77 
    The estimated withholding tax obligation associated with equity-settled scheme to be paid over to the tax authorities on behalf of the employees in future years is based on a number of grants that are expected to vest at maturity and the share price as at 30 September 2020 at the applicable tax rate.

Barloworld considers IFRS 2.33 E-F Share-based payment transactions with a net settlement feature for withholding tax obligations when considering cash vs equity classification.