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AFRICAN RAINBOW MINERALS LIMITED - Dealings in securities

Release Date: 12/12/2019 17:00
Code(s): ARI     PDF:  
Wrap Text
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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