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METMAR LIMITED - CANCELLATION OF S325963 Dealings in securities by a director, an associate of a director and directors of major subsidiaries

Release Date: 28/11/2012 16:24
Code(s): MML     PDF:  
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CANCELLATION OF S325963 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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