| Wed 20 Jun 2007, 8:41 | | DRD - DRDGold Limited - Announcement |
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DRD
DRDD
DRD - DRDGold Limited - Announcement
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")
REVISED PRO FORMA FINANCIAL EFFECTS IN RESPECT OF THE DISPOSAL BY
EMPEROR MINES LIMITED ("EMPEROR") OF ITS INDIRECT 20% INTEREST IN THE
PORGERA GOLD MINE JOINT VENTURE ("THE PJV") AND PROPOSED CAPITAL
DISTRIBUTION BY EMPEROR AND FURTHER CAUTIONARY
1. INTRODUCTION
Further to the announcements dated 12 April 2007 and 10 May 2007
regarding the conditional agreement for the disposal by Emperor (the
78.72%-held, Australian-listed subsidiary of DRDGOLD) of its indirect
20% interest (held through DRD (Porgera) Limited ("DRD (Porgera)")of
Papua New Guinea ("PNG")) in the PJV to Barrick (Niugini) Limited of
PNG (a subsidiary of Barrick Gold Corporation of Canada ("Barrick"))
("the disposal") and the grant of an option to Barrick or its nominee
to subscribe for 153 325 943 Emperor shares ("the option"), Emperor
has now announced that it intends to return A$0.05 per Emperor share
to Emperor shareholders by way of a capital return out of the surplus
cash to be realised from the disposal ("the capital distribution")
(collectively "the transactions"). The capital distribution is subject
to Emperor shareholders` approval at the general meeting of Emperor
shareholders to be held in Australia on or about 30 July 2007 and the
successful completion of the disposal. The pro forma financial effects
of the capital distribution are set out in paragraph 2 below.
Other than the capital distribution, there have been no significant
changes affecting any matter contained in the announcement of 10 May
2007 and no other significant new matter, requiring disclosure, has
taken place since that date.
2. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects set out below have been prepared to
assist shareholders in assessing the impact of the disposal, the
option and the capital distribution on the earnings and headline
earnings per DRDGOLD ordinary share for the six months ended 31
December 2006 and the net asset value ("NAV") and tangible net asset
value ("TNAV") per DRDGOLD ordinary share at that date.
These pro forma financial effects have been prepared in terms of the
Listings Requirements of the JSE Limited ("JSE") for illustrative
purposes only in order to provide information on how the transactions
might have affected the results, changes in equity and financial
position of DRDGOLD and, because of their nature, may not fairly
present the actual financial effects of the transactions.
The directors are responsible for the pro forma financial effects.
Before the After the Change After the Change
disposal disposal disposal
and
exercise of
the option
(cents) (cents) (%) (cents) (%)
(Loss)/Profit
per DRDGOLD
ordinary share
for continuing
operations (22.1) 246.1 1 214 208.0 1 041
Headline loss
per DRDGOLD
ordinary share
for continuing
operations (24.5) (126.4) (416) (164.5) (571)
NAV per DRDGOLD
ordinary share 23.0 303.0 1 217 288.7 1 155
TNAV per DRDGOLD
ordinary share 23.0 303.0 1 217 288.7 1 155
Weighted average
number of
DRDGOLD ordinary
shares in issue
for the period
ended 31
December 2006 325 172 488 325 172 488 - 325 172 488 -
Number of
DRDGOLD ordinary
shares in issue
at 31 December
2006 334 823 654 334 823 654 - 334 823 654 -
Notes:
1. The loss and headline loss per DRDGOLD ordinary share for
continuing operations, as set out in the "Before the disposal" column
of the table, are based on the unaudited and unreviewed financial
results of DRDGOLD for the six months ended 31 December 2006.
2. The profit and headline loss per DRDGOLD ordinary share for
continuing operations for the six months ended 31 December 2006, as
set out in the "After the disposal" and "After the disposal and
exercise of the option" columns of the table, are based on the
following assumptions:
(i). the disposal was effective on 1 July 2006;
(ii). on 1 July 2006, Emperor repaid debt obligations to Australia and
New Zealand Banking Group Limited ("ANZ") of US$80.4 million utilising
a portion of the disposal proceeds;
(iii) in the "After the disposal and exercise of the option" column
Barrick exercised the option on 1 July 2006 and 153 325 943 new
Emperor shares were issued at A$0.12 per Emperor share for a total
cash consideration of A$18.4 million, diluting DRDGOLD`s shareholding
in Emperor from 78.72% to 68.65%;
(iv). The capital distribution was implemented on 1 July 2006
amounting to a total distribution:
a. in the "After the disposal" column of A$52.3 million;
b. in the "After the disposal and exercise of the option" column of
A$59.9 million;
(v). Emperor earned interest on the cash received, less the ANZ debt
settlement and the capital distribution, at a rate of 6% per annum and
paid Australian tax at the rate of 30% on the interest earned;
(vi). DRDGOLD earned interest on the cash received from Emperor at a
rate of 6% per annum and paid South African tax at the rate of 29% on
the interest earned;
(vii). a PNG withholding tax at the rate of 10% was applied on the
retained earnings of DRD (Porgera); and
(viii). the adjustment amount payable in respect of the disposal was
ignored.
3. The NAV and TNAV per DRDGOLD ordinary share, as set out in the
"Before the disposal" column of the table, are based on the unaudited
and unreviewed balance sheet of DRDGOLD at 31 December 2006.
4. The NAV and TNAV per DRDGOLD ordinary share, as set out in the
"After the disposal" and "After the disposal and exercise of the
option" columns of the table, are based on the assumption that the
disposal was effective on and the option was exercised on 31 December
2006.
The pro forma financial information included in this announcement does
not purport to be in compliance with Regulation S-X of the rules and
regulations of the United States Securities Exchange Commission.
3. DOCUMENTATION AND GENERAL MEETING
A Category 1 transaction circular is due to be posted to DRDGOLD
shareholders on or about 20 June 2007. The general meeting of DRDGOLD
shareholders will be held at 10:00 on Friday, 27 July 2007 at the
registered office of the company.
4. FURTHER CAUTIONARY
Further to the latest cautionary announcement dated 10 May 2007,
shareholders are advised that negotiations are still in progress
relating to further restructuring of DRDGOLD`s non-South African
interests which, if successfully concluded, may have a material effect
on the price of the company`s ordinary shares. Accordingly,
shareholders are advised to continue exercising caution when dealing
in the company`s ordinary shares until a full announcement is made.
Johannesburg
20 June 2007
Corporate adviser
QuestCo (Pty) Limited
Sponsor
BDO QuestCo (Pty) Limited
Attorneys
Feinsteins
(Levy, Feinsteins & Associates Incorporated - Reg No
1995/001716/21)
Date: 20/06/2007 08:41:42 Produced by the JSE SENS Department.
