AFRICAN RAINBOW MINERALS LIMITED - Dealings in securities by Directors and the Company Secretary of ARM

Release Date: 21/11/2017 17:00
Code(s): ARI
 
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,
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

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