| Tue 23 Oct 2007, 13:30 | | DRD - DRDGold Limited - Disposal by DRDGold of its |
|
DRD
DRDD
DRD - DRDGold Limited - Disposal by DRDGold of its stake in Emperor Mines
Limited and withdrawal of cautionary
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")
Disposal by DRDGOLD of its stake in Emperor Mines Limited ("Emperor") and
withdrawal of cautionary
1. Introduction
DRDGOLD shareholders are referred to the announcements released on 18 September
and 18 October 2007 in which DRDGOLD advised that it planned to realise its
investment in Emperor, its 78.7% held subsidiary. Further to the announcement
released by Emperor on 22 October 2007, DRDGOLD is pleased to announce that it
has now disposed of its entire interest in Emperor ("the Emperor disposal").
In terms of the amended JSE Limited Listings Requirements, the Emperor disposal
is classified as a Category 2 transaction. This announcement is therefore for
information purposes only and no action is required by DRDGOLD shareholders.
2. Details of the Emperor disposal
2.1 The purchasers
The purchasers of the Emperor shares were 26 institutional investors which each
acquired between 0.4% and 21.6% of the shares.
2.2 The Emperor disposal consideration
The Emperor shares were disposed of at a price of A$0.068 per share amounting to
a total disposal consideration of A$56 million (R340.9 million at an exchange
rate of R6.088:A$1.00).
2.3 The effective date
The effective date of the disposal was 22 October 2007.
3. Rationale for the Emperor disposal and application of the Emperor disposal
proceeds
DRDGOLD has previously announced its intention to focus solely on opportunities
in South Africa which will include improving the efficiencies of its existing
mines, expanding the surface treatment operations and developing its uranium and
exploration potential. The cash received in respect of the Emperor disposal
will be applied to furthering these objectives.
4. Pro forma financial effects of the Emperor disposal
Prior to the implementation of the Emperor disposal, Emperor itself had
undertaken the disposal of its interest in the Porgera joint venture ("the
Porgera disposal") which was approved by DRDGOLD shareholders on 27 July 2007
and was completed on 17 August 2007. The two disposals are integrally linked
and therefore the pro forma financial effects of both the Porgera disposal and
the Emperor disposal are presented below. Such pro forma financial effects are
the responsibility of the board of DRDGOLD and are presented for illustrative
purposes only to provide information on how the disposals might have impacted on
the reported financial information of the company if they had been implemented
in the year ended 30 June 2007. Because of their nature, the pro forma
financial effects may not give a fair indication of the company`s financial
position at 30 June 2007 or its future earnings.
Before the After the
Porgera Porgera
disposal and disposal and
the Emperor After the the Emperor % change
disposal(1) Porgera % change disposal(4) overall
disposal(2)
Attributable
(loss)/earnings
per ordinary
share for the
year ended 30
June 2007
(cents)(3)(5) (271) (49) 82 7 103
Headline
(loss)/earnings
per ordinary
share for the
year ended 30
June 2007
(cents) (3)(5) (87) (77) 11 (77) 11
Net asset value
per ordinary
share at 30 June
2007 (cents)(6)
39 283 626 291 646
Net tangible
asset value per
ordinary share
at 30 June 2007
(cents)(6) 39 283 626 291 646
Weighted average
number of
ordinary shares
in issue for the
period 340 928 374 340 928 374 - 340 928 374 -
Number of
ordinary shares
in issue at the
end of the
period 370 341 981 370 341 981 - 370 341 981 -
Notes:
1. The figures in this column are extracted from the audited annual financial
results of the company for the year ended 30 June 2007.
2. The figures in this column are based on the figures set out in the previous
column, having adjusted for the effects of the Porgera disposal.
3. For purposes of the pro forma attributable and headline earnings per
ordinary share after the Porgera disposal it was assumed that:
- the proceeds from the Porgera disposal amounted to US$250 million and were
received by Emperor on 1 July 2006;
- US$120.7 million was applied immediately to settle Emperor`s debt
obligations;
- a capital distribution by Emperor of A$0.05 per Emperor share, amounting to
A$52.3 million, was instituted on 1 July 2006;
- Emperor earned interest on the net cash it retained at a rate of 4.5% per
annum and paid no tax on such earnings;
- Papua New Guinea withholding tax amounted to US$4.5 million;
- DRDGOLD earned interest on the net cash received at a rate of 4.5% before
tax and paid no tax on such earnings.
4. The figures in this column are based on the figures set out in the column
entitled "After the Porgera disposal" and reflect the effects of the
Porgera disposal and the Emperor disposal.
5. For purposes of the pro forma attributable and headline earnings per
ordinary share after the Porgera disposal and the Emperor disposal it was
assumed, in addition to the assumptions in note 3,that:
- the Emperor disposal was effected on 1 July 2006;
- interest was earned on the cash received, less costs incurred, at a
rate of 4.5% before tax.
6. For purposes of net asset value and net tangible asset value per ordinary
share, it was assumed that the disposals were implemented on 30 June 2007.
5. Withdrawal of cautionary
Shareholders are advised that, in light of the information presented above,
caution is no longer required to be exercised when dealing in the shares of
DRDGOLD.
Randburg
23 October 2007
Sponsor
BDO QuestCo
Date: 23/10/2007 13:30:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
