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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
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
Date: 11/12/2017 05:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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