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DRD
DRDD
DRD - DRDGold Limited - Emperor Announces Update On Restructuring
DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE trading symbol: DRD
ISIN Code: ZAE000058723
Nasdaq trading symbol: DROOY
("DRDGOLD" or "the company")
EMPEROR ANNOUNCES UPDATE ON RESTRUCTURING
Emperor Mines Limited (Emperor or the Company) announced today that an
extraordinary general meeting of shareholders will be held in the
coming weeks to consider, inter alia, a number of proposals relating
to the sale of its interest in the Porgera Joint Venture in Papua New
Guinea (the PJV Interest), and to confirm the appointment of two Board
members.
Following extensive analysis of the various options available and
after taking advice from its advisors, Rothschild Australia Limited,
Emperor announced on 12 April 2007 that it had entered into a
conditional agreement with Barrick Gold Corporation (Barrick) to sell
the PJV Interest for a cash consideration of US$250 million plus an
adjustment amount (the Proposed Transaction).
The Proposed Transaction will allow Emperor to retire all major debt
facilities, better placing the Company to exploit future growth and
acquisition opportunities.
Following negotiations with Barrick, Mineral Resources Enga Limited,
the third joint venture partner in the Porgera Joint Venture, has now
waived its pre-emptive rights under the Porgera Joint Venture
agreement to purchase a portion of the PJV Interest, thus satisfying
one of the key conditions precedent to the completion of the Proposed
Transaction.
A further key condition precedent is that the Proposed Transaction is
approved by Emperor shareholders at a general meeting. Meeting
documentation will be dispatched to shareholders shortly. The
explanatory memorandum accompanying the Notice of Meeting will set out
the impact of the Proposed Transaction and the Company`s strategy
going forward.
The Proposed Transaction is also subject to the approval of the
shareholders of Emperor`s major shareholder, DRDGold Limited
(DRDGold). DRDGold`s shareholders will be asked to consider
resolutions to support the Proposed Transaction at a meeting to be
held in Johannesburg, South Africa on 27 July 2007. Emperor has been
advised by the Board of DRDGold that it is supportive of the Proposed
Transaction and intends to recommend that its shareholders vote in
favour of the Proposed Transaction.
A significant proposal related to the Proposed Transaction is a
capital return to all Emperor shareholders. As part of Emperor`s
strategy to maximise returns to shareholders wherever possible, and to
allow Emperor shareholders to benefit directly from the cash proceeds
to be received by the Company if the sale of the PJV Interest is
successfully completed, Emperor proposes to undertake a capital return
to shareholders of 5c for every share held (the Capital Return). The
Capital Return will be conditional upon the approval of Emperor
shareholders being obtained and the successful completion of the
Proposed Transaction.
It is expected that Emperor will return to shareholders approximately
A$52 million (based on 1,046,005,621 Emperor shares in issue as at 8
June 2007 and assuming no new issues of shares pursuant to options or
other convertible instruments) of the surplus cash that will be
realised if the Proposed Transaction successfully completes. The
remaining cash resources of approximately A$63 million will be used by
the Company to fund its existing operations as well as to pursue
strategic acquisition and growth opportunities. The proposed timetable
for the Capital Return (including the record date for participating in
that Capital Return) will be advised to the ASX Limited (the ASX) in
due course.
In accordance with the Company`s Constitution, shareholders will also
be asked to confirm the appointment of two recently elected Board
members, being Mr John Sayers and Mr Ian McMaster.
MORE INFORMATION:
Patrick Bindon
Director - Corporate Communications
Emperor Mines Limited
pbindon@emperor.com.au
Johannesburg
20 June 2007
Sponsor
BDO QuestCo (Pty) Limited
Date: 20/06/2007 08:35:54 Produced by the JSE SENS Department.
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