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DRD
DRDD
DRD - DRDGold - Pro Forma Financial, Withdrawal Of Cautionary And Appointment Of
Corporate Advisor And Sponsor
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: DROOY
("DRDGOLD" or "the Company")
PRO FORMA FINANCIAL EFFECTS OF THE SALE OF 60% OF BLYVOORUITZICHT GOLD MINING
COMPANY LIMITED ("BLYVOOR") BY DRDGOLD TO AURORA EMPOWERMENT SYSTEMS
(PROPRIETARY) LIMITED ("AURORA") FOR R296 MILLION ("THE TRANSACTION"),
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND APPOINTMENT OF CORPORATE ADVISOR AND
SPONSOR
INTRODUCTION
Shareholders of DRDGOLD ("Shareholders") are referred to the announcement
released by the Company on SENS on 2 December 2009 wherein the terms and
conditions of the Transaction were provided to Shareholders. Further to this
announcement the Company has provided the pro forma financial effects of the
Transaction below.
PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
Transaction based on the Company`s published unaudited interim results for the
six months ended 31 December 2009 which are presented in a manner consistent
with the format and accounting policies adopted by DRDGOLD. The unaudited pro
forma financial effects are presented for illustrative purposes only and because
of their nature may not provide a fair reflection of the Company`s financial
position after the Transaction. It has been assumed for purposes of the pro
forma financial effects that the Transaction took place with effect from 31
December 2009 for balance sheet purposes and 1 July 2009 for income statement
purposes. The pro forma financial effects are the responsibility of the
Company`s directors.
Unadjust After % Change
ed the
before Transact
the ion
Transact
ion
(Loss)/earnings per share (cents) (11.3) 56.0 595.6
Diluted (loss)/earnings per share (cents) (11.3) 56.0 595.6
Headline loss per share (cents) (11.7) (7.3) 37.6
Diluted headline loss per share (cents) (11.7) (7.3) 37.6
Net asset value per share (cents) 379.0 449.3 18.5
Tangible net asset value per share (cents) 379.0 449.3 18.5
Weighted average number of shares in issue 379 234 379 234 -
(`000)
Shares in issue at period end (`000) 380 986 380 986 -
1. The Transaction is assumed to be effective on 31 December 2009 for balance
sheet purposes and 1 July 2009 for income statement purposes.
2. The figures in the "Unadjusted before the Transaction" column have been
extracted, without adjustment, from the Company`s unaudited interim results
for the 6 months ended 31 December 2009 as published on SENS on 11 February
2010.
3. No transaction costs have been accounted for in the preparation of the pro
forma financial effects.
4. Net asset value per share and net tangible asset value per share have been
adjusted to include the net cash proceeds of the Transaction of R296
million.
5. Earnings and headline earnings per share are based on the weighted average
number of shares in issue as at 31 December 2009 and have been adjusted to
take into account the removal of the after taxation losses attributable to
Blyvoor of R41 million and an after-tax profit on the Transaction of R34.8
million.
SUSPENSIVE CONDITIONS
The Transaction remains subject to the fulfilment of certain suspensive
conditions including, inter alia:
- approval by the boards of DRDGOLD, Khumo Gold SPV (Proprietary) Limited
(DRDGOLD`s black economic empowerment partner), and Aurora;
- to the extent required, approval of the Transaction by Shareholders;
- the conclusion of a satisfactory due diligence investigation by Aurora on
Blyvoor;
- the completion and execution of a formal sale and purchase agreement
providing the final terms and conditions of the Transaction;
- Blyvoor being taken out of judicial management within a reasonable time
from the signature of the abovementioned agreement, or appointing a further
judicial manager nominated by Aurora; and
- DRDGOLD obtaining all the necessary regulatory approvals to conclude the
Transaction.
The suspensive conditions are expected to be fulfilled on or about 29 June 2010.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the extension of cautionary announcement released
by the Company on 18 January 2010 and are advised that they are no longer
required to exercise caution when dealing in the Company`s securities.
APPOINTMENT OF CORPORATE ADVISOR AND SPONSOR
In accordance with the Listings Requirements of the JSE Limited, Shareholders
are advised that the Company has appointed One Capital as its Corporate Advisor
and Sponsor with immediate effect.
Blackheath
1 March 2010
Corporate Advisor and Sponsor: One Capital
Date: 01/03/2010 14:38:02 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.
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