Dealings in securities by a director, an associate of a director and directors of major subsidiaries
METAIR INVESTMENTS LIMITED
Reg No. 1948/031013/06
JSE code : MTA
ISIN: ZAE 000090692
(Incorporated in the Republic of South Africa)
(“Metair” or “the Company”)
DEALINGS IN SECURITIES BY A DIRECTOR, AN ASSOCIATE OF A DIRECTOR AND DIRECTORS OF
MAJOR SUBSIDIARIES
In accordance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements (“Listings Requirements”), the following off-market transactions are hereby
disclosed:
Certain of the directors of Metair and its major subsidiaries (“Option Holders”) expect to
exercise share options (“Options”) held by them in accordance with the Metair 2009 Share Plan
(“Share Plan”) on or about 7 December 2012, being the date upon which they vest in terms of
the Share Plan. In order to facilitate the disposal of these shares in an orderly fashion, the
Option Holders have, acting through an agent, entered into a scrip lending arrangement with a
third party (“Lender”) in terms of which the Option Holders received Metair ordinary shares
(“Shares”) which they disposed of immediately in an arranged off-market trade. Upon the
exercise of the Options by the Option Holders, the Option Holders shall return Shares to the
Lender in terms of the scrip lending arrangement.
Details of the Shares received in terms of the scrip lending arrangement and the related sale of
the Shares are provided below. A further announcement will be made containing details of the
exercise of the Options on or about 7 December 2012.
Total number of Shares received in terms of the scrip lending 2 646 838
arrangement:
Date of transaction: 26 November 2012
Nature of transaction: Sale of Shares
Class of security: Ordinary shares
Price per security: R28.75
Total number of Shares sold: 2 646 838
Total value of Shares sold: R76 096 592.50
Written clearance to deal: Yes
No. of
Shares
Director Company name received No. of Total value of Extent of
from Shares Shares sold interest
Lender sold
Direct
Dr Louis Denner Metindustrial (Pty) 198 627 198 627 5 710 526.25 beneficial
Ltd
Mr. Andrew Clement Direct
Gordon Webb Metindustrial (Pty) 59 808 59 808 1 719 480.00 beneficial
Ltd
Mr Gerard Louis Direct
Laubscher Metindustrial (Pty) 149 024 149 024 4 284 440.00 beneficial
Ltd
Mr. Martin John Direct
Slattery Metindustrial (Pty) 62 049 62 049 1 783 908.75 beneficial
Ltd
Mr. Russell Fredrick Direct
Bezuidenhout Metindustrial (Pty) 63 047 63 047 1 812 601.25 beneficial
Ltd
Mr. Thomas James Direct
Cross Metindustrial (Pty) 115 389 115 389 3 317 433.75 beneficial
Ltd
Mrs. Hayley Donne Direct
Mclachlan Metindustrial (Pty) 66 870 66 870 1 922 512.50 beneficial
Ltd
Mr. Andre Johann Direct
Becker Metindustrial (Pty) 235 474 235 474 6 769 877.50 beneficial
Ltd
Direct
Mr. Bunwarie Sivlal Metindustrial (Pty) 121 921 121 921 3 505 228.75 beneficial
Ltd
Mr. Colin Robert Direct
Ellison Metindustrial (Pty) 37 725 37 725 1 084 593.75 beneficial
Ltd
Direct
Mr. Mark Eric Barley Metindustrial (Pty) 116 704 116 704 3 355 240.00 beneficial
Ltd
Mr. Brian Michael Direct
Jacobs Metair 305 668 305 668 8 787 955.00 beneficial
Mr. Cornelius Direct
Theodorus Loock Metair 611 165 611 165 17 570 993.75 beneficial
Smiths Direct
Mr. Jean Esterhuizen Manufacturing (Pty) 127 909 127 909 3 677 383.75 beneficial
Ltd
Mr. Kenneth Edward Smiths Direct
Lello Manufacturing (Pty) 245 010 245 010 7 044 037.50 beneficial
Ltd
Mr. Timothy James Smiths Direct
Lane Manufacturing (Pty) 130 448 130 448 3 750 380.00 beneficial
Ltd
Further to the above, the following changes to the indirect beneficial interest of a director of the
Company as a result of dealings by an entity in which an associate of such director holds an
interest and by the associate:
Director: Mr. A Joffe
Company: Metair
Name of Associate: JAS Trust (the “Trust”)
Date of transaction: 26 November 2012
Nature of transaction: On-market disposal of Shares by an entity in which the Trust
owns an interest resulting in an adjustment to Mr. A Joffe’s
indirect beneficial interest in Metair.
Class of securities: Ordinary shares
Price: R29.00
Change in beneficial interest: Mr. A Joffe’s indirect beneficial interest in Metair has been
reduced by 60 662 Shares
Total value: R1 759 198 calculated with reference to the selling price of the
Shares and the change in Mr. Joffe’s indirect beneficial interest
Written clearance to deal: Yes
Director: Mr. A Joffe
Company: Metair
Name of Associate: The Trust
Date of transaction: 27 November 2012
Nature of transaction: On-market disposal of a beneficial in Shares by an entity in
which the Trust owns an interest resulting in an adjustment to
Mr. Joffe’s indirect beneficial interest in Metair
Class of securities: Ordinary shares
Price: R29.00
Change in beneficial interest: Mr. Joffe’s indirect beneficial interest in Metair has been
reduced by 30 443 Shares
Total value: R882 847.00 calculated with reference to the selling price of the
Shares and the change in Mr. Joffe’s indirect beneficial interest
Written clearance to deal: Yes
Director: Mr. A Joffe
Company: Metair
Name of Associate: The Trust
Date of transaction: 27 November 2012
Nature of transaction: Off-market disposal of an indirect beneficial interest in Shares
by an entity in which the Trust owns an interest resulting in an
adjustment to Mr. Joffe’s indirect beneficial interest in Metair
Class of securities: Ordinary shares
Price: R28.75
Change in beneficial interest: Mr. Joffe’s indirect beneficial interest in Metair has been
reduced by 230 160 Shares
Total value: R6 617 100.00 calculated with reference to the selling price of
the Shares and the change in Mr. Joffe’s indirect beneficial
interest
Written clearance to deal: Yes
Director: Mr. A Joffe
Company: Metair
Name of Associate: The Trust
Date of transaction: 27 November 2012
Nature of transaction: Increase in the Trust’s shareholding in an entity which owns
Shares
Class of securities: Ordinary shares
Change in beneficial interest: Mr. Joffe’s indirect beneficial interest in Metair has increased by
520 883 Shares
Price: There is no value attributable to the transaction as Mr. Joffe did
not transact directly in Shares. Notwithstanding this, in
compliance with paragraph 3.63(b)(iv) of the Listings
Requirements, the deemed value of the transaction, based on
the prevailing market price of Shares and the change in Mr.
Joffe’s indirect beneficial interest (Metair’s closing price on 27
November 2012 of R28.95 per share) is R15 079 562.85
Written clearance to deal: Yes
The net effect of the dealings by the Trust and the entity in which it is invested is to increase Mr.
Joffe’s indirect beneficial interest in Metair by 199 618 Shares.
Johannesburg
28 November 2012
Sponsor:
One Capital
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