Wrap Text
Dealing 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”)
DEALING IN SECURITIES
A. Equity settlement of bonus shares and performance shares
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 Director of the Company. 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 of the value of bonus shares and performance shares
vested is based upon the closing ARM share price of R271.90 on 7 March 2022.
1. Performance shares
Date of transaction 18 March 2022
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 6 November 2018
Vesting date for settlement 8 March 2022
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross value of Number of Number of Value of
performance vested shares shares performance performance
shares at vesting withheld shares shares settled
vested date to cover settled on a (R)
(before tax tax net of tax
liability) liability basis
(R)
PT Executive 75 115 20,423,768.50 N/A 75 115 21 004 407.45
Motsepe, Chairman
Dr *
The calculation of the value of the performance shares settled is based upon the
closing ARM share price on 17 March 2022, which was R279.63.
*Dr PT Motsepe has elected to pay for the tax liability from his own resources.
2. Bonus shares
Date of transaction 18 March 2022
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 award 6 November 2018
Vesting date for settlement 8 March 2022
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number Gross value of Number of Number Value of bonus
of vested shares shares of bonus shares settled
bonus at vesting withheld shares (R)
shares date to cover settled
vested (before tax tax on a net
liability) liability of tax
(R) basis
PT Motsepe, Executive 75 115 20,423,768.50 N/A 75 115 21 004 407.45
Dr * Chairman
The calculation of the value of the bonus shares settled is based upon the closing
ARM share price on 17 March 2022, which was R279.63.
*Dr PT Motsepe has elected to pay for the tax liability from his own resources.
The requisite clearances and approvals for these transactions have been
obtained in compliance with the securities dealing policies and procedures of
ARM and paragraph 3.66 of the Listings Requirements.
B. Transfer of shares
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 Foundation applies the
benefits emanating from its indirect shareholding in ARMI for philanthropic
purposes.
Date of transaction 18 March 2022
Nature of transaction Off-market transfer of shares to ARMI
with beneficial ownership as described
above
Deemed price of securities Closing price of R279.63 on 17 March 2022
transferred
Class of securities Ordinary shares
Nature of interest Indirect, beneficial
Clearance to deal Yes
Name Designation Number of Ordinary Total value
shares transferred (before tax
liability) of
shares
transferred
(R)
PT Motsepe, Dr Executive Chairman 150 230 42 008 814.90
The calculation of the value of the shares transferred is based upon the closing
ARM share price on 17 March 2022, which was R279.63.
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.
C. Award and acceptance of conditional shares
In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements, we
hereby provide the following information regarding the award to and acceptance
of conditional shares by the undermentioned Directors of ARM Mining Consortium
Limited, a major subsidiary of the Company:
Conditional Shares
Acceptance date 15 March 2022
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 4 December 2024
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value of award
conditional (R)
shares*
BR Mashiane Director of ARM Mining 14 293 3 743 908
Consortium Limited, a major
subsidiary of ARM
PS Thwala Director of ARM Mining 14 660 3 840 040
Consortium Limited, a major
subsidiary of ARM
* 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 8 March 2022, which was
R261.94.
The requisite clearances and approvals for these transactions have been
obtained in compliance with the securities dealing policies and procedures of
ARM and paragraph 3.66 of the Listings Requirements.
D. Exercise of share options and acquisition of shares
In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements, the
following information is provided regarding the exercise of share options and
acquisition of shares by subscription by the undermentioned Director of ARM
Mining Consortium Limited, a major subsidiary of ARM:
In terms of the rules of the African Rainbow Minerals Limited Share Incentive
Scheme, the share options described below would have expired on 18 March 2022,
if not exercised by that date.
Name of Director Princess Thwala
Category of director Director of ARM Mining Consortium Limited,
a major subsidiary of ARM
Date of transaction 4 March 2022
Nature of transaction Exercise of share options and off-market
acquisition of shares by subscription
Class of securities Ordinary shares
Offer price 5 214 options at R200.75 per share option;
granted on 29 October 2013 and vested on 30
October 2017.
Number of securities 5 214
Market price of securities Closing price of R287.69 per ARM share on
Thursday, 3 March 2022
Total market value of R1 500 015.66
securities
Nature of interest Direct, beneficial
Clearance to deal Yes
The requisite clearances and approvals for this transaction were obtained in
compliance with the securities dealing policies and procedures of ARM and
paragraph 3.66 of the Listings Requirements.
Sandton
22 March 2022
Sponsor to ARM:
Investec Bank Limited
Date: 22-03-2022 05:50:00
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