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DRD
DRDD
DRD - DRDGold - Update To The Pro Forma Financial Effects Of The 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")
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")
Update to the pro forma financial effects of the 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")
1. Introduction
Shareholders are referred to the announcement dated 20 January 2009 which
set out, inter alia, information relating to the acquisition by the DRDGOLD
group of the 50% interest held by the Mintails group in 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). Subsequent to the release of that
announcement, DRDGOLD released its quarterly and interim results for the
three and six months ended 31 December 2008. In compliance with the JSE
Limited Listings Requirements, the pro forma financial effects presented in
such announcement have been updated and are set out below.
2. Unaudited pro forma financial effects
The unaudited pro forma financial effects of the acquisition by DRDGOLD SA
of a 15% interest in the Elsburg Joint Venture ("the 15% acquisition")
followed by either:
- the acquisition by DRDGOLD of the remaining 35% interest in the Elsburg
Joint Venture ("the 35% acquisition"); or
- the exercise of an option granted to DRDGOLD SA to acquire an 11.4%
interest in the Elsburg Joint Venture ("the Elsburg option") followed
by the acquisition by DRDGOLD of the remaining 23.6% interest in the
Elsburg Joint Venture ("the 23.6% acquisition")
(collectively "the transactions") 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 transactions may have impacted on the reported
financial information of the company if they had been implemented in the six
months ended 31 December 2008. Because of their nature, the pro forma
financial effects may not give a fair indication of the company`s financial
position at 31 December 2008 or its future earnings.
Before the After the 15% After the 15%
transactions acquisition acquisition
(unaudited (ii) and the 35%
interim acquisition
financial (iii)
results)
(i)
Attributable 15 14 12
earnings per
ordinary share for
the period ended 31
December 2008
(cents)(v)
Headline earnings 24 23 21
per ordinary share
for the period
ended 31 December
2008 (cents)(v)
Net asset and net 334 334 334
tangible asset
value per ordinary
share at 31
December 2008
(cents)(vi)
Weighted average 376 586 057 376 586 057 376 586 057
number of ordinary
shares in issue for
the period
Number of ordinary 376 673 613 376 673 613 376 673 613
shares in issue at
the end of the
period
Table Continued
Overall After the 15% Overall
cumulative acquisition and cumulative
percentage the exercise of percentage
change of the the Elsburg change of the
15% acquisition option 15%
and the 35% and the 23.6% acquisition,
acquisition acquisition the exercise
(vii) (iv) of the
Elsburg
option
and the 23.6%
acquisition
(vii)
Attributable (20) 12 (20)
earnings per
ordinary share for
the period ended 31
December 2008
(cents)(v)
Headline earnings (13) 21 (13)
per ordinary share
for the period
ended 31 December
2008 (cents)(v)
Net asset and net - 334 -
tangible asset
value per ordinary
share at 31
December 2008
(cents)(vi)
Weighted average - 376 586 057 -
number of ordinary
shares in issue for
the period
Number of ordinary - 376 673 613 -
shares in issue at
the end of the
period
Notes:
i. The figures in this column are extracted from the unaudited interim
financial results of the company for the six months ended 31 December 2008.
ii. The figures in this column are based on the figures set out in the
previous column, 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 column
two (after the 15% acquisition), 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 15% acquisition and the 35% acquisition were implemented and the
Elsburg option was exercised and the 23.6% acquisition implemented with
effect from 1 July 2008; 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 15% acquisition and the 35%
acquisition were implemented and the Elsburg option was exercised and the
23.6% acquisition implemented on 31 December 2008.
vii. The figures in these columns reflect the overall percentage change
between the figures set out in the preceding column and in column one
(before the transactions).
3. Documentation
Save as disclosed above, there have been no significant changes to, or new
matters which have arisen which affect, any matter contained in the previous
announcement. A circular giving further details on the transactions and
including details of the general meeting to be held at 10:00 on Tuesday 31
March 2009 at EBSCO House 4, 299 Pendoring Avenue, Randburg was posted to
shareholders on 3 March 2009.
Randburg
4 March 2009
Sponsor
QuestCo Sponsors (Pty) Limited
Corporate adviser
QuestCo (Pty) Limited
Attorneys in Australia
Middletons
Attorneys in South Africa
Edward Nathan Sonnenbergs Inc
Date: 04/03/2009 15:00:04 Produced by the JSE SENS Department.
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