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

Release Date: 11/12/2017 17:24
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

Equity settlement of Bonus Shares and Performance Shares

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 equity settlement of Bonus Shares and
Performance Shares by ARM to the undermentioned Directors and Company
Secretary of ARM. These awards were made in terms of The African
Rainbow Minerals Limited 2008 Share Plan and were approved by the ARM’s
Board of Directors on recommendation of the Remuneration Committee. The
calculation for the equity settlement of these shares is based upon the
closing ARM share price of R 117.54 on Friday, 17 November 2017.

1. Bonus Shares
Date of transaction             8 December 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                   17 November 2014
Vesting date                    20 November 2017
Class of securities             Ordinary shares
Extent of interest              Direct, beneficial

Name           Designation                    Number of      Gross Value
                                                  Bonus      (before tax
                                         Shares settled       liability)
                                                                       R
PT Motsepe     Executive Chairman                27   141   3 190 153,14
MP Schmidt     Chief Executive Officer           18   461   2 169 905,94
M Arnold       Financial Director                 9   003   1 058 212,62
HL Mkatshana   Executive Director                 3   261     383 297,94
AJ Wilkens     Executive Director                12   312   1 447 152,48
AN D’Oyley     Company Secretary                  1   257     147 747,78

2. Performance Shares
Date of transaction              8 December 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                    17 November 2014
Vesting date                     20 November 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                   58   600    6 887 844,00
MP Schmidt     Chief Executive Officer              48   776    5 733 131,04
M Arnold       Financial Director                   23   709    2 786 755,86
HL Mkatshana   Executive Director                   15   739    1 849 962,06
AJ Wilkens     Executive Director                   30   850    3 626 109,00
AN D’Oyley     Company Secretary                     2   946      346 272,84

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

B. 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 “A” 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                 8 December 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 117.54 on Friday,
transferred                         17 November 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                   85 741     10 077 997,14
Deferred Bonus/Co-investment Scheme
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 in terms of ARM’s Deferred
Bonus/Co-investment Scheme approved by ARM’s Board of Directors on the
recommendation of the Remuneration Committee. The calculation for the
equity settlement of these shares is based upon the closing ARM share
price of R 121.88 on Tuesday, 21 November 2017.

1. Bonus Shares
Date of transaction               8 December 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                     21 November 2014
Vesting date                      22 November 2017
Class of securities               Ordinary shares
Extent of interest                Direct, beneficial

Name          Designation                       Number of      Gross Value
                                                    Bonus      (before tax
                                           Shares settled       liability)
                                                                         R
PT Motsepe    Executive Chairman                   18 908     2 304 507,04
AJ Wilkens    Executive Director                   12 523     1 526 303,24

2. Performance Shares
Date of transaction                8 December 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                      21 November 2014
Vesting date                       22 November 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                    18 908     2 304 507,04
AJ Wilkens   Executive Director                    12 523     1 526 303,24

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               8 December 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 121.88 on
transferred                       Tuesday, 21 November 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                   37 816    4 609 014,08

Award of Performance Shares

E. 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 Director of ARM of Performance Shares
in ARM. This award is 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
this award is based upon the volume weighted average price of the ARM
shares for the 20 trading days ended 8 December 2017, which was
R119.51.

Performance Shares
Date of transaction               11 December 2017
Nature of transaction             Award 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       12 December 2020
Class of securities               Ordinary shares
Extent of interest                Direct, beneficial
Name          Designation                        Number of             Value
                                               Performance
                                                   Shares*                R
AM Mukhuba    Financial Director                   18 644    R2 228 144,44


*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.


Sandton
11 December 2017

Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited

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