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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,
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
15 November 2017, which was R121.76.
1. Bonus Shares
Date of transaction 20 November 2017
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 17 November 2020
Class of securities Ordinary shares
Extent of interest Direct, beneficial
2. Performance Shares
Date of transaction 20 November 2017
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 17 November 2020
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares* R
PT Motsepe Executive Chairman 78 307 9 534 660,32
MP Schmidt Chief Executive Officer 16 486 2 007 335,36
HL Mkatshana Executive Director 6 572 800 206,72
* 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 78 307 9 534 660,32
MP Schmidt Chief Executive Officer 16 486 2 007 335,36
HL Mkatshana Executive Director 6 572 800 206,72
* 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.
Award of Performance Shares
B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements,
the following information is provided regarding the award to and
acceptance by the undermentioned Directors and Company Secretary of ARM
of 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 awards is based upon the volume weighted
average price of the ARM shares for the 20 trading days ended 15
November 2017, which was R121.76.
Performance Shares
Date of transaction 20 November 2017
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 17 November 2020
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Performance
Shares* R
PT Motsepe Executive Chairman 159 378 19 405 865,28
MP Schmidt Chief Executive Officer 126 023 15 344 560,48
M Arnold Financial Director 78 349 9 539 774,24
HL Mkatshana Executive Director 43 492 5 295 585,92
AJ Wilkens Executive Director 81 190 9 885 694,40
AN D’Oyley Company Secretary 5 959 725 567,84
*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 award these
Performance Shares in terms of paragraph 3.66 of the Listings
Requirements.
Equity settlement of Bonus Shares and Performance Shares
C. 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 R 118.37 on Friday,27 October 2017.
1. Bonus Shares
Date of transaction 17 November 2017
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 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross Value
Bonus (before tax
Shares settled liability)
PT Motsepe Executive Chairman 31 235 3 697 286,95
MP Schmidt Chief Executive Officer 21 245 2 514 770,65
M Arnold Financial Director 10 361 1 226 431,57
HL Mkatshana Executive Director 5 158 610 552,46
AJ Wilkens Executive Director 14 170 1 677 302,90
2. Performance Shares
Date of transaction 17 November 2017
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 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross Value
Performance (before tax
Shares settled liability)
R
PT Motsepe Executive Chairman 20 157 2 385 984,09
MP Schmidt Chief Executive Officer 16 672 1 973 464,64
M Arnold Financial Director 10 548 1 248 566,76
HL Mkatshana Executive Director 4 012 474 900,44
AJ Wilkens Executive Director 7 864 930 861,68
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
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 “C” 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 17 November 2017
Nature of transaction Transfer of shares to the Motsepe
Family Structure with no change in
beneficial ownership
Deemed price of securities Closing price of R 118.37 on Friday,27
transferred October 2017
Class of securities Ordinary shares
Nature of interest Indirect, beneficial
Clearance to deal Yes
Name Designation Number of Total value
Ordinary shares (before tax
transferred liability) of
shares
transferred
R
PT Motsepe Executive Chairman 51 392 6 083 271,04
Sandton
21 November 2017
Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited
Date: 21/11/2017 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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