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AFRICAN RAINBOW MINERALS LIMITED - Dealings in securities by directors and the company secretary of ARM

Release Date: 25/11/2014 17:00
Code(s): ARI     PDF:  
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Dealings in securities by directors and the company secretary 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 and the company secretary 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 20 November
2014, which was R136.15.

1. Bonus shares
Grant date                       21 November 2014
Nature of transaction            Grants and acceptance of bonus shares in
                                 terms of The African Rainbow Minerals
                                 Limited 2008 Share Plan in off-market
                                 transactions
Vesting date for settlement      22 November 2017
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


2. Performance shares
Award date                       21 November 2014
Nature of transaction            Awards and acceptance of performance shares
                                 in terms of The African Rainbow Minerals
                                 Limited 2008 Share Plan in off-market
                                 transactions
Vesting date for settlement      22 November 2017
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation              Number of      Value
                                       Bonus
                                       Shares*        R
PT Motsepe    Executive chairman         18 908       2 574 324.20
AJ Wilkens    Executive director         12 523       1 705 006.45
* 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         18 908     2 574 324.20
AJ Wilkens     Executive director         12 523     1 705 006.45
* 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 of ARM. These awards were 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 for the equity settlement of these shares is based
upon the closing ARM share price of R142.03 on Monday, 29 September 2014.

1. Bonus shares
Date of transaction              21 November 2014
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                    29 September 2011
Vesting date                     30 September 2014
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation               Number of   Value
                                        Bonus
                                        Shares
                                        settled     R
PT Motsepe    Executive chairman         18 968     2 694   025.04
MP Schmidt    Chief executive officer     3 799       539   571.97
M Arnold      Financial director          5 598       795   083.94
AJ Wilkens    Executive director         18 099     2 570   600.97

2. Performance shares
Date of transaction              21 November 2014
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                    29 September 2011
Vesting date                     30 September 2014
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial


Name          Designation               Number of     Value
                                        Performance
                                        Shares
                                        settled       R
PT Motsepe    Executive chairman          18 968      2 694   025.04
MP Schmidt    Chief executive officer      3 799        539   571.97
M Arnold      Financial director           5 598        795   083.94
AJ Wilkens    Executive director          18 099      2 570   600.97

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           21 November 2014
   Nature of transaction         On-market sale of shares
   Class of securities           Ordinary shares
   Number of securities          24 718
   Selling price of securities   Average price of R127.01 per share (with a
                                 low of R126.51 per share and a high of
                                 R127.53 per share)
   Total value of transaction    R3 139 433.18
   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        3 415        433 739.15
M Arnold      Financial director             5 033        639 241.33
AJ Wilkens    Executive director            16 270      2 066 452.70


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 African Rainbow Minerals & Exploration
Investments (Pty) Ltd (“ARMI”). All the shares of ARMI are held and
beneficially owned by trusts, which trusts, with the exception of the Motsepe
Foundation, hold those shares for the benefit of Mr Patrice Motsepe and his
immediate family. The Motsepe Foundation applies the benefits emanating from
its indirect shareholding in ARMI 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                21 November 2014
Nature of transaction              Transfer of shares to the Motsepe Family
                                   Structure with no change in beneficial
                                   ownership.
Deemed price of securities         Closing price of R142.03 on Monday, 29
transferred                        September 2014
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          37 936        5 388 050.08


E. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the election by Mr Wilkens, to
transfer his shares acquired by subscription as described in “B” and “C” above
to Jeandre Investment Trust (“JIT”). All the shares of JIT are held for the
benefit of Mr Wilkens and his immediate family. 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                21 November 2014
Nature of transaction              Transfer of shares to Jeandre Investment
                                   Trust with no change in beneficial ownership
Deemed price of securities           Closing price of R142.03 on Monday, 29
transferred                          September 2014
Class of securities                  Ordinary shares
Number of securities                 19 928 (36 198 shares less 16 270 shares
                                     sold for tax)
Nature of interest                   Indirect, beneficial
Clearance to deal                    Yes


Name            Designation                Number of     Total value
                                           Ordinary      of shares
                                           shares        transferred
                                           transferred   R
AJ Wilkens      Executive director         19 928        2 830 373.84


Equity settlement of bonus shares and performance shares

F. 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 company secretary of ARM. The calculation for the equity
settlement of these shares is based upon the closing ARM share price of
R138.00 on Friday, 7 November 2014.

1. Bonus shares
Date of transaction                  21 November 2014
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                        9 November 2011
Vesting date                         10 November 2014
Class of securities                  Ordinary shares
Extent of interest                   Direct, beneficial


Name            Designation                Number of     Value
                                           Bonus
                                           Shares
                                           settled       R
A N D’Oyley     Company secretary              982           135 516.00

2. Performance shares
Date of transaction                  21 November 2014
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                        9 November 2011
Vesting date                      10 November 2014
Class of securities               Ordinary shares
Extent of interest                Direct, beneficial


Name          Designation                Number of     Value
                                         Performance
                                         Shares
                                         settled       R
A N D’Oyley   Company secretary               982          135 516.00

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 the company secretary of ARM (sale of shares to
settle tax payable)

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


   Date of transaction            21 November 2014
   Nature of transaction          On-market sale of shares
   Class of securities            Ordinary shares
   Number of securities           859
   Selling price of securities    Average price of R126.87 per share (with a
                                  low of R126.86 per share and a high of
                                  R126.88 per share)
   Total value of transaction     R108 981.33
   Nature of interest             Direct, beneficial
   Clearance to deal              Yes



Name          Designation                Number of     Total value
                                         Ordinary      of
                                         shares sold   transactions
                                                       R
A N D’Oyley   Company secretary             859        108 981.33

Sandton
25 November 2014

Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited

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