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
Waived Bonus
A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the grant to and acceptance by the
undermentioned Director 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 11 November 2016, which was R96.84.
1. Bonus shares
Date of transaction 14 November 2016
Nature of transaction Grants and acceptance of bonus shares in
terms of The African Rainbow Minerals
Limited 2008 Share Plan in an off-market
transaction
Vesting date for settlement 15 November 2019
Class of securities Ordinary shares
Extent of interest Direct, beneficial
2. Performance shares
Date of transaction 14 November 2016
Nature of transaction Awards and acceptance of performance shares
in terms of The African Rainbow Minerals
Limited 2008 Share Plan in an off-market
transaction
Vesting date for settlement 15 November 2019
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares* R
PT Motsepe Executive Chairman 47 218 4 572 591.12
* 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 47 218 4 572 591.12
* 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.
Equity settlement of bonus shares and performance shares
B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided 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 on recommendation of the Remuneration Committee, 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 R86.25 on Friday, 14
October 2016.
1. Bonus shares
Date of transaction 14 November 2016
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 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares
settled R
PT Motsepe Executive Chairman 23 319 2 011 263.75
MP Schmidt Chief Executive Officer 14 475 1 248 468.75
M Arnold Financial Director 7 656 660 330.00
HL Mkatshana Executive Director 2 454 211 657.50
AJ Wilkens Executive Director 13 628 1 175 415.00
2. Performance shares
Date of transaction 14 November 2016
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 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares
settled R
PT Motsepe Executive Chairman 28 106 2 424 142.50
MP Schmidt Chief Executive Officer 23 706 2 044 642.50
M Arnold Financial Director 12 846 1 107 967.50
HL Mkatshana Executive Director 8 215 708 543.75
AJ Wilkens Executive Director 17 567 1 515 153.75
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”). The shares of ARMI are indirectly
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 14 November 2016
Nature of transaction Transfer of shares to the Motsepe Family
Structure with no change in beneficial
ownership
Deemed price of securities Closing price of R86.25 on Friday, 14
transferred October 2016
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 51 425 4 435 406.25
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 14 November 2016
Nature of transaction Transfer of shares to Jeandre Investment
Trust with no change in beneficial ownership
Deemed price of securities Closing price of R86.25 on Friday, 14
transferred October 2016
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 31 195 2 690 568.75
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 14 November 2016
Nature of transaction Transfer of shares to Ialend – Mike Schmidt
Family Trust with no change in beneficial
ownership
Deemed price of securities Closing price of R86.25 on Friday, 14
transferred October 2016
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 38 181 3 293 111.25
Deferred Bonus/Co-investment Scheme
Equity settlement of bonus shares and performance shares
F. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided 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 R97.00 on Friday, 28 October 2016.
1. Bonus shares
Date of transaction 14 November 2016
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 28 October 2013
Vesting date 29 October 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares
settled R
PT Motsepe Executive Chairman 21 431 2 078 807.00
MP Schmidt Chief Executive Officer 16 371 1 587 987.00
HL Mkatshana Executive Director 3 410 330 770.00
AJ Wilkens Executive Director 14 194 1 376 818.00
2. Performance shares
Date of transaction 14 November 2016
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 28 October 2013
Vesting date 29 October 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares
settled R
PT Motsepe Executive Chairman 21 431 2 078 807.00
MP Schmidt Chief Executive Officer 16 371 1 587 987.00
HL Mkatshana Executive Director 3 410 330 770.00
AJ Wilkens Executive Director 14 194 1 376 818.00
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.
Transfer of shares
G. 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 “F” above to African Rainbow Minerals & Exploration
Investments Proprietary Limited (“ARMI”). 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 14 November 2016
Nature of transaction Transfer of shares to the Motsepe Family
Structure with no change in beneficial
ownership.
Deemed price of securities Closing price of R97.00 on Friday, 28
transferred October 2016
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 42 862 4 157 614.00
H. 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 “F” 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 14 November 2016
Nature of transaction Transfer of shares to Jeandre Investment
Trust with no change in beneficial ownership
Deemed price of securities Closing price of R97.00 on Friday, 28
transferred October 2016
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 28 388 2 753 636.00
I. 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 “F” 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 14 November 2016
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 R97.00 on Friday, 28
October 2016
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 32 742 3 175 974.00
Equity settlement of bonus shares and performance shares
J. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided 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 R97.00 on Friday, 28 October 2016.
1. Bonus shares
Date of transaction 14 November 2016
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 October 2013
Vesting date 30 October 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares
settled R
AN D’Oyley Company Secretary 1 446 140 262.00
2. Performance shares
Date of transaction 14 November 2016
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 October 2013
Vesting date 30 October 2016
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares
settled R
AN D’Oyley Company Secretary 1 066 103 402.00
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)
K. 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 “J” above.
Date of transaction 14 November 2016
Nature of transaction On-market sale of shares
Class of securities Ordinary shares
Number of securities 943
Selling price of securities Volume weighted average price of R106.70 per
share (with a low of R106.70 per share and a
high of R106.76 per share)
Total value of transaction R100 618.28
Nature of interest Direct, beneficial
Clearance to deal Yes
Net settlement of share options
L. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the exercise of share options by
net settlement, by the undermentioned Directors of ARM. The calculation for
the net settlement mechanism is based upon the closing share price of R106.46
per ARM share on 14 November 2016.
In terms of the African Rainbow Minerals Share Incentive Scheme the share
options described below expire on 5 December 2016, if not exercised by that
date.
Date of transaction 15 November 2016
Nature of transaction Exercise of share options by net settlement
and off-market purchase of shares
Class of securities Ordinary shares
Offer price 9 620 cents per share option; granted on 5
December 2008 and vested on 6 December 2011
Extent of interest Direct, beneficial
Clearance to deal Yes
Name Designation Number of Reduced number Value of the
Share options of share shares
granted options purchased
exercised
R
PT Motsepe Executive Chairman 16 068 1 549 164 906.54
MP Schmidt Chief Executive
Officer 6 397 617 65 685.82
M Arnold Financial Director 6 397 617 65 685.82
AJ Wilkens Executive Director 19 011 1 832 195 034.72
Transfer of shares
M. 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 “L” above to African Rainbow Minerals & Exploration
Investments Proprietary Limited (“ARMI”). The shares of ARMI are indirectly
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 15 November 2016
Nature of transaction Transfer of shares to the Motsepe Family
Structure with no change in beneficial
ownership
Deemed price of securities Closing price of R106.46 on Monday, 14
transferred November 2016
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 1 549 164 906.54
N. 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 “L” 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 15 November 2016
Nature of transaction Transfer of shares to Jeandre Investment
Trust with no change in beneficial ownership
Deemed price of securities Closing price of R106.46 on Monday, 14
transferred November 2016
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 1 832 195 034.72
O. 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 “L” 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 15 November 2016
Nature of transaction Transfer of shares to Ialend – Mike Schmidt
Family Trust with no change in beneficial
ownership
Deemed price of securities Closing price of R106.46 on Monday, 14
transferred November 2016
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 617 65 685.82
Sandton
16 November 2016
Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited
Date: 16/11/2016 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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