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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
Waived Bonuses
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 on recommendation
of the Remuneration Committee, 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 24 November
2015, which was R49.67.
1. Bonus shares
Grant date 25 November 2015
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 26 November 2018
Class of securities Ordinary shares
Extent of interest Direct, beneficial
2. Performance shares
Award date 25 November 2015
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 26 November 2018
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares* R
PT Motsepe Executive chairman 71 570 3 554 881.90
MP Schmidt Chief executive officer 57 953 2 878 525.51
M Arnold Financial director 38 617 1 918 106.39
HL Mkatshana Executive director 31 814 1 580 201.38
AJ Wilkens Executive director 50 247 2 495 768.49
* The vesting of the Bonus shares is conditional on continued employment with
ARM and where applicable, the reasons for the cessation of such employment.
Name Designation Number of Value
Performance
Shares* R
PT Motsepe Executive chairman 71 570 3 554 881.90
MP Schmidt Chief executive officer 57 953 2 878 525.51
M Arnold Financial director 38 617 1 918 106.39
HL Mkatshana Executive director 31 814 1 580 201.38
AJ Wilkens Executive director 50 247 2 495 768.49
* The vesting of the Performance shares is conditional on performance criteria
and continued employment with ARM and where applicable, the reasons for the
cessation of such employment.
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.
Deferred Bonus/Co-investment Scheme
Equity settlement of bonus shares and performance shares
B. In terms of paragraphs 3.63 to 3.66 of 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 on the recommendation by the Remuneration
Committee. The calculation for the equity settlement of these shares is based
upon the closing ARM share price of R66.98 on Friday, 9 October 2015.
1. Bonus shares
Date of transaction 25 November 2015
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 10 October 2012
Vesting date 11 October 2015
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares
settled R
PT Motsepe Executive chairman 16 138 1 080 923.24
MP Schmidt Chief executive officer 11 250 753 525.00
HL Mkatshana Executive director 1 240 83 055.20
AJ Wilkens Executive director 13 769 922 247.62
2. Performance shares
Date of transaction 25 November 2015
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 10 October 2012
Vesting date 11 October 2015
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares
settled R
PT Motsepe Executive chairman 16 138 1 080 923.24
MP Schmidt Chief executive officer 11 250 753 525.00
HL Mkatshana Executive director 1 240 83 055.20
AJ Wilkens Executive director 13 769 922 247.62
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.
Transfer of shares
C. 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 Proprietary Limited (“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 25 November 2015
Nature of transaction Transfer of shares to the Motsepe Family
Structure with no change in beneficial
ownership.
Deemed price of securities Closing price of R66.98 on Friday, 9 October
transferred 2015
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 32 276 2 161 846.48
D. 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” 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 25 November 2015
Nature of transaction Transfer of shares to Jeandre Investment
Trust with no change in beneficial ownership
Deemed price of securities Closing price of R66.98 on Friday, 9 October
transferred 2015
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
AJ Wilkens Executive director 27 538 1 844 495.24
E. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the election by Mr Schmidt, to
transfer his shares acquired by subscription as described in “B” above to
Ialend – Mike Schmidt Family Trust (“MSF”). All the shares of MSF are held
for the benefit of Mr Schmidt 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 25 November 2015
Nature of transaction Transfer of shares to Ialend – Mike Schmidt
Family Trust with no change in beneficial
Deemed price of securities ownership
transferred Closing price of R66.98 on Friday, 9 October
2015
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
MP Schmidt Chief executive officer 22 500 1 507 050.00
Equity settlement of bonus shares and performance shares
F. In terms of paragraphs 3.63 to 3.66 of 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 R64.00 on Thursday, 15 October 2015.
1. Bonus shares
Date of transaction 25 November 2015
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 2012
Vesting date 16 October 2015
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares
settled R
AN D’Oyley Company secretary 707 45 248.00
2. Performance shares
Date of transaction 25 November 2015
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 2012
Vesting date 16 October 2015
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares
settled R
AN D’Oyley Company secretary 1 118 71 552.00
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 25 November 2015
Nature of transaction On-market sale of shares
Class of securities Ordinary shares
Number of securities 1 100
Selling price of securities Average price of R43.99 per share (with a
low of R43.81 per share and a high of R44.00
per share)
Total value of transaction R48 398.10
Nature of interest Direct, beneficial
Clearance to deal Yes
Name Designation Number of Total value
Ordinary of
shares sold transactions
R
AN D’Oyley Company secretary 1 100 48 398.10
Award of performance shares
H. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the grant and acceptance of
performance shares by the company secretary of ARM. This award is made in
terms of The African Rainbow Minerals Limited 2008 Share Plan. 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 24 November
2015, which was R49.67.
Performance shares
Grant date 25 November 2015
Nature of transaction Award and acceptance of bonus shares in
terms of The African Rainbow Minerals
Limited 2008 share Plan in off-market
transactions
Vesting date for settlement 26 November 2018
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares* R
AN D’Oyley Company secretary 11 829 587 546.43
* The vesting of the performance shares is conditional on performance
criteria and continued employment with ARM and where applicable, the
reasons for the cessation of such employment.
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.
Sandton
27 November 2015
Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited
Date: 27/11/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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