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AFRICAN RAINBOW MINERALS LIMITED - Dealing in Securities

Release Date: 22/03/2022 17:50
Code(s): ARI     PDF:  
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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