Dealings in securities
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
Waived Bonus Method
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”), we provide the following
information regarding the equity settlement of bonus shares and
performance shares by ARM to the undermentioned Executive Director of
ARM. These awards were made in terms of The African Rainbow Minerals
Limited 2008 Share Plan and in terms of ARM’s Waived Bonus Method
approved by ARM’s Board of Directors on the recommendation of the
Remuneration Committee. The calculation of the equity settlement of
these shares is based on the closing ARM share price of R154.00 on 14
November 2019.
1. Bonus shares
Date of transaction 9 December 2019
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 14 November 2016
Vesting date for settlement 15 November 2019
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross value
bonus (before tax
shares liability)
settled R
Dr PT Motsepe Executive Chairman 47 218 7 271 572
2. Performance shares
Date of transaction 9 December 2019
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 14 November 2016
Vesting date for settlement 15 November 2019
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross value
performance (before tax
shares liability)
settled R
Dr PT Motsepe Executive Chairman 47 218 7 271 572
The requisite clearances and approvals for this transaction have been
obtained in compliance with the Securities Dealing Policies and
Procedures of ARM and paragraph 3.66 of the Listings Requirements.
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 of ARM, Dr 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 Dr Patrice Motsepe and his immediate family
(“the Motsepe Family Structure”). 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 and paragraph 3.66 of the
Listings Requirements.
Date of transaction 9 December 2019
Nature of transaction Off-market transfer of shares to the
Motsepe Family Structure with no
change in beneficial ownership
Deemed price of securities Closing price of R154.00 on 14
transferred November 2019
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
Dr PT Motsepe Executive Chairman 94 436 14 543 144
Award and acceptance of conditional shares
C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, we
provide the following information regarding the award to and acceptance
of conditional shares by the undermentioned Executive Directors and
Prescribed Officer of the Company, and the undermentioned Director of
Two Rivers Platinum Proprietary Limited, a major subsidiary of the
Company:
Conditional Shares
Acceptance date 9 December 2019
Nature of transaction Off-market awards and acceptance of
conditional shares in terms of The
African Rainbow Minerals Limited 2018
Conditional Share Plan
Vesting date for settlement 7 December 2022
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value of
conditional award
shares* R
PT Motsepe, Dr Executive Chairman 107 420 16 603 909
MP Schmidt Chief Executive Officer 93 663 14 477 490
AM Mukhuba Finance Director 43 150 6 669 696
A Joubert Prescribed Officer 45 754 7 072 196
NV Khumalo Director of Two Rivers 23 969 3 704 888
Platinum Proprietary Limited,
a major subsidiary of ARM
HL Mkatshana Executive Director 40 027 6 186 973
AJ Wilkens Executive Director 47 455 7 335 119
* The vesting of the conditional shares is conditional on pre-
determined performance conditions and continued employment by ARM and
where applicable, the reasons for the cessation of such employment.
The calculation of the value of these awards is based upon the volume
weighted average ARM share price for the 20 trading days ended 5
December 2019, which was R154.57.
The requisite clearances and approvals for this transaction have been
obtained in compliance with the Securities Dealing Policies and
Procedures of ARM and paragraph 3.66 of the Listings Requirements. The
Board of Directors of ARM, on the recommendation of the Remuneration
Committee, approved the award of the conditional shares as set out
above.
Sandton
12 December 2019
Sponsor to ARM:
Investec Bank Limited
Date: 12-12-2019 05:00:00
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