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AFRICAN RAINBOW MINERALS LIMITED - Dealings in securities by directors of ARM

Release Date: 30/10/2013 17:00
Code(s): ARI     PDF:  
Wrap Text
Dealings in securities by directors of ARM

African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(“ARM” or “the Company”)

Dealings in securities by directors of ARM
Deferred Bonus/Co-investment Scheme

A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of the JSE
Limited (“the Listings Requirements”), the following information is provided
regarding the grant to and acceptance by the undermentioned directors of ARM
of bonus shares and performance shares in ARM. These awards are made in terms
of The African Rainbow Minerals Limited 2008 Share Plan and in terms of ARM’s
deferred bonus/co-investment scheme approved by ARM’s Board of Directors. The
calculation of these grants and awards is based upon the volume weighted
average price of the ARM shares for the 20 trading days ended 25 October 2013,
which was R195.96.

1. Bonus shares
Grant date                       28 October 2013
Nature of transaction            Grants of bonus shares in terms of The
                                 African Rainbow Minerals Limited 2008 Share
                                 Plan in off-market transactions
Vesting date for settlement      29 October 2016
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


2. Performance shares
Award date                       28 October 2013
Nature of transaction            Awards of performance shares in terms of The
                                 African Rainbow Minerals Limited 2008 Share
                                 Plan in off-market transactions
Vesting date for settlement      29 October 2016
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation              Number of      Value
                                       Bonus
                                       Shares*        R
PT Motsepe    Executive chairman         21 431       4 199 618.76
MP Schmidt    Chief executive officer    16 371       3 208 061.16
AJ Wilkens    Executive director         14 194       2 781 456.24
* The vesting of the Bonus shares is conditional on   continued employment with
ARM.
Name          Designation               Number of    Value
                                        Performance
                                        Shares*      R
PT Motsepe     Executive chairman         21 431     4 199 618.76
MP Schmidt     Chief executive officer    16 371     3 208 061.16
AJ Wilkens     Executive director         14 194     2 781 456.24
* The vesting of the Performance shares is conditional on performance
measures.

The Board of Directors of ARM, on the recommendation of the remuneration
committee, granted the necessary authority to grant and award these bonus
shares and performance shares in terms of paragraph 3.66 of the Listings
Requirements.


Equity settlement of bonus shares and performance shares

B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of the
JSE Limited (“the Listings Requirements”), we provide the following
information regarding the equity settlement of bonus shares and performance
shares by ARM to the undermentioned directors and the company secretary of
ARM. The calculation for the equity settlement of these shares is based upon
the closing share price of R194.30 on Tuesday, 15 October 2013.

1. Bonus shares
Date of transaction              28 October 2013
Nature of transaction            Equity settlement of bonus shares in
                                 terms of The African Rainbow Minerals
                                 Limited 2008 Share Plan in off-market
                                 transactions
Date of grant                    15 October 2010
Vesting date                     16 October 2013
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation               Number of   Value
                                        Bonus
                                        Shares
                                        settled     R
PT Motsepe    Executive chairman         16 847     3 273   372.10
MP Schmidt    Chief executive officer     2 790       542   097.00
M Arnold      Financial director          3 696       718   132.80
DV Simelane   Executive director          2 779       539   959.70
AJ Wilkens    Executive director         13 406     2 604   785.80
AN D’Oyley    Company secretary           1 242       241   320.60

2. Performance shares
Date of transaction              28 October 2013
Nature of transaction            Equity settlement of performance shares in
                                 terms of The African Rainbow Minerals
                                 Limited 2008 Share Plan in off-market
                                 transactions
Date of award                    15 October 2010
Vesting date                     16 October 2013
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation               Number of     Value
                                        Performance
                                        Shares
                                        settled       R
PT Motsepe    Executive chairman          12 786      2 484   319.80
MP Schmidt    Chief executive officer      2 742        532   770.60
M Arnold      Financial director           3 545        688   793.50
DV Simelane   Executive director           2 666        518   003.80
AJ Wilkens    Executive director          12 859      2 498   503.70
AN D’Oyley    Company secretary              955        185   556.50

The Board of Directors of ARM, on the recommendation of the remuneration
committee, granted the necessary authority to settle these bonus shares and
performance shares in terms of paragraph 3.66 of the Listings Requirements.


Dealings in securities by directors of ARM (sale of shares to settle tax
payable)

C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the election by the undermentioned
directors to sell shares to settle the tax payable on the settlement of bonus
shares and performance shares as described in “B” above.


   Date of transaction           28 October 2013
   Nature of transaction         On-market sale of shares
   Class of securities           Ordinary shares
   Number of securities          18 227
   Selling price of securities   Average price of R199.9723 per share (with a
                                 low of R199.80 and a high of R200.50)
   Total value of transaction    R3 644 895.11
   Nature of interest            Direct, beneficial
   Clearance to deal             Yes



Name          Designation               Number of     Total value
                                        Ordinary      of
                                        shares sold   transactions
                                                      R
MP Schmidt     Chief executive officer        2   160      431   952.87
M Arnold       Financial director             2   827      565   396.00
D V Simelane   Executive director             2   126      425   159.68
AJ Wilkens     Executive director            10   256    2 050   839.12
AN D’Oyley     Company secretary                  858      171   547.44


Transfer of shares

D. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the election by the executive
chairman, Mr Patrice Motsepe, to transfer his shares acquired by subscription
as described in “B” above to Botho-Botho Commercial Enterprises (Pty) Ltd
(“BBCE”). The entire issued share capital of BBCE is held and beneficially
owned by Trusts all of which, except The Motsepe Foundation, own those shares
for the benefit of Mr Patrice Motsepe and his immediate family (Motsepe Family
Structure). The Motsepe Foundation applies the benefits emanating from its
indirect shareholding in ARM for philanthropic purposes. The requisite
clearances and approvals for this transaction have been obtained in compliance
with the Securities Dealing Policies and Procedures of ARM.


Date of transaction                 28 October 2013
Nature of transaction               Transfer of shares to the Motsepe Family
                                    Structure with no change in beneficial
                                    ownership.
Deemed price of securities          Closing price of R194.30 on Tuesday, 15
transferred                         October 2013
Class of securities                 Ordinary shares
Nature of interest                  Indirect, beneficial
Clearance to deal                   Yes


Name           Designation                 Number of     Total value
                                           Ordinary      of shares
                                           shares        transferred
                                           transferred   R
PT Motsepe     Executive chairman          29 633        5 757 691.90



Sandton
30 October 2013

Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited

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