Wrap Text
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
Date: 25/11/2014 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.