| Tue 20 Jan 2009, 16:00 | | DRD - DRDGold Limited - Acquisition And Withdrawal Of Cautionary Announcement |
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DRD
DRDD
DRD - DRDGold Limited - Acquisition And Withdrawal Of Cautionary Announcement
DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE share code: DRD
ISIN: ZAE000058723
Issuer code: DUSM
Nasdaq trading symbol: DROO
("DRDGOLD" or "the company")
Acquisition by the DRDGOLD group of the remaining 50% interest in the Elsburg
Gold Mining Joint Venture ("the Elsburg Joint Venture") from Mintails Limited
("Mintails") and withdrawal of cautionary announcement
Introduction
Shareholders are referred to the announcement dated 3 October 2008 which set
out, inter alia, information relating to the Elsburg Joint Venture (which was
originally constituted as a 50:50 joint venture between DRDGOLD South African
Operations (Pty) Limited ("DRDGOLD SA"), which is 74% held by DRDGOLD, and
Mintails) and provided details relating to:
the acquisition by DRDGOLD SA of a further 15% interest in the Elsburg Joint
Venture from Mintails (taking DRDGOLD SA`s interest in the Elsburg Joint Venture
to 65%) for a cash consideration of R100 million ("the 15% acquisition"); and
the granting by Mintails to DRDGOLD SA of a conditional option to acquire a
further 11.4% interest in the Elsburg Joint Venture (which would take DRDGOLD
SA`s interest in the Elsburg Joint Venture to 76.4%) for a cash consideration of
R75.9 million between 1 and 15 January 2009 ("the Elsburg option"). (The
Elsburg option had not been exercised by its expiry date and DRDGOLD SA and
Mintails have accordingly agreed to extend the original expiry date of the
Elsburg option to 31 March 2009.)
Shareholders are also referred to the announcement dated 9 December 2008 which
set out details relating to the acquisition by DRDGOLD of:
- the remaining 35% interest held by Mintails in the Elsburg Joint Venture;
and
- all of the shareholder`s loans from the Mintails group to the Elsburg Joint
Venture for a cash consideration of R177 million ("the 35% acquisition").
It was also announced that, in the event that the Elsburg option is exercised
prior to the implementation of the 35% acquisition, the acquisition of a 23.6%
interest in the Elsburg Joint Venture ("the 23.6% acquisition") would instead be
implemented and the total purchase price would be adjusted and reduced by
approximately R23.8 million in recognition of the amounts that would have been
paid by the DRDGOLD group on exercise of the Elsburg option.
Unaudited pro forma financial effects
The unaudited pro forma financial effects of the 15% acquisition and the 35%
acquisition ("the acquisitions") as well as the effects of the exercise of the
Elsburg option and the 23.6% acquisition are presented below. Such pro forma
financial effects are the responsibility of the board of directors of DRDGOLD
and are presented for illustrative purposes only to provide information on how
the acquisitions, the exercise of the Elsburg option and the 23.6% acquisition
may have impacted on the reported financial information of the company if they
had been implemented in the year ended 30 June 2008. Because of their nature,
the pro forma financial effects may not give a fair indication of the company`s
financial position at 30 June 2008 or its future earnings.
Effects of the implementation of the acquisitions
Before the Overall %
acquisitions change
and the (vii)
exercise of
the Elsburg After the After the
option 15% 35%
(i) acquisition acquisition
(ii)(viii) (iii)
Attributable
earnings per
ordinary share
for the year
ended 30 June
2008 (cents) 265 263 260 (2)
(v)
Headline
earnings per
ordinary share
for the year
ended 30 June
2008 (cents) 30 29 25 (17)
(v)
Net asset value
per ordinary
share at 30
June 2008 331 331 331 -
(cents) (vi)
Net tangible
asset value per
ordinary share
at 30 June 2008
(cents) (vi) 331 331 331 -
Weighted
average number
of ordinary
shares in issue
for the period 376 023 344 376 023 344 376 023 344 -
Number of
ordinary shares
in issue at the
end of the 376 571 588 376 571 588 376 571 588 -
period
Effects relating to the exercise of the Elsburg option
Before the Overall %
acquisitions After the change
and the exercise of (vii)
exercise of the Elsburg
the Elsburg option
option After the and the
(i) 15% 23.6%
acquisition acquisition
(ii)(viii) (iv)
Attributable
earnings per
ordinary share
for the year
ended 30 June
2008 (cents) 265 263 261 (2)
(v)
Headline
earnings per
ordinary share
for the year
ended 30 June
2008 (cents) 30 29 26 (13)
(v)
Net asset value
per ordinary
share at 30
June 2008 331 331 331 -
(cents) (vi)
Net tangible
asset value per
ordinary share
at 30 June 2008
(cents) (vi) 331 331 331 -
Weighted
average number
of ordinary
shares in issue
for the period 376 023 344 376 023 344 376 023 344 -
Number of
ordinary shares
in issue at the
end of the 376 571 588 376 571 588 376 023 344 -
period
Notes:
i. The figures in these columns are extracted from the audited annual financial
results of the company for the year ended 30 June 2008.
ii. The figures in these columns are based on the figures set out in the
previous columns, having adjusted for the effects of the 15% acquisition.
iii. The figures in this column are based on the figures set out in the
previous column, having further adjusted for the effects of the 35% acquisition.
iv. The figures in this column are based on the figures set out in the previous
column, having further adjusted for the effects of the exercise of the Elsburg
option and the 23.6% acquisition.
v. For purposes of the pro forma attributable and headline earnings per
ordinary share it was assumed that:
- the acquisitions were implemented and the Elsburg option was exercised and the
23.6% acquisition implemented with effect from 1 July 2007; and
- earnings were reduced by the interest which would have been earned on the
purchase considerations at an interest rate of 11% per annum, adjusted for tax
at a rate of 28%.
vi. For purposes of net asset value and net tangible asset value per ordinary
share, it was assumed that the acquisitions were implemented and the Elsburg
option was exercised and the 23.6% acquisition implemented on 30 June 2008.
vii. The figures in these columns reflect the overall % change between the
figures set out in the preceding column and in column one (before the
acquisitions and the exercise of the Elsburg option).
viii. The pro forma financial effects of the 15% acquisition have been amended
from the effects set out in the announcement dated 3 October 2008 due to the
exclusion of the minority interest when calculating the net asset and net
tangible asset value per ordinary share presented in this announcement.
Documentation
In terms of the JSE Limited Listings Requirements, the acquisitions, the
exercise of the Elsburg option and the 23.6% acquisition are classified as
related party transactions. A circular relating to these transactions setting
out, inter alia, proposed resolutions for approval by shareholders for the
implementation of the acquisitions, the exercise of the Elsburg option and the
implementation of the 23.6% acquisition will therefore be posted to DRDGOLD
shareholders as soon as possible after the date of this announcement.
Withdrawal of cautionary announcement
As the pro forma financial effects of the acquisitions, the exercise of the
Elsburg option and the 23.6% acquisition have now been presented, shareholders
are no longer required to exercise caution when trading in their DRDGOLD
securities.
Randburg
20 January 2009
Sponsor
QuestCo Sponsors (Pty) Limited
Corporate adviser
QuestCo (Pty) Limited
Attorneys in Australia
Middletons
Attorneys in South Africa
Edward Nathan Sonnenbergs Inc
Date: 20/01/2009 16:00:01 Produced by the JSE SENS Department.
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