| Thu 10 May 2012, 13:54 | | DRD - Drdgold Limited - Update in respect of conditions precedent to the sale |
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DRD
DRDD
DRD - Drdgold Limited - Update in respect of conditions precedent to the sale
agreement in respect of the disposal
DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE Share Code: DRD
ISIN: ZAE000058723
Issuer code: DUSM
NYSE trading symbol: DRD
("DRDGOLD")
UPDATE IN RESPECT OF CONDITIONS PRECEDENT TO THE SALE AGREEMENT IN RESPECT OF
THE DISPOSAL OF DRDGOLD`S ENTIRE INTEREST IN BLYVOORUITZICHT GOLD MINING COMPANY
LIMITED ("BLYVOOR") TO VILLAGE MAIN REEF LIMITED ("VILLAGE")
1. INTRODUCTION
DRDGOLD shareholders ("Shareholders") are referred to the announcement published
on the Securities Exchange News Service of the JSE Limited on 13 February 2012
and in the financial press on 14 February 2012 ("Announcement"). The
Announcement contained details of the salient terms and conditions relating to
the disposal by DRDGOLD of its entire interest in Blyvoor to a wholly-owned
subsidiary of Village ("Purchaser") ("Transaction").
In terms of the sale of shares and claims agreement pertaining to the
Transaction ("Agreement"), DRDGOLD agreed to sell its entire shareholding in
Blyvoor (which amounts to 74% of the total issued ordinary share capital of
Blyvoor) ("Sale Shares") and its working capital and shareholder loan claims
against Blyvoor ("Sale Claims") to the Purchaser.
The Transaction comprises the Part A Sale and the Part B Sale. In terms of the
Part A Sale, the Sale Claims are sold to the Purchaser and in terms of the Part
B Sale, the Sale Shares are sold to the Purchaser.
2. STATUS OF THE PART A SALE CONDITIONS PRECEDENT
Prior to the waiver set out below, the Part A Sale was subject to the fulfilment
or waiver (if applicable), of the following conditions precedent:
2.2.1 by not later than 17h00 on 30 May 2012, the Savuka transaction
agreements (in terms of which Blyvoor will, inter alia, enter into a sale
of mining right agreement with AngloGold Ashanti Limited in respect of the
portion of the West Wits Mining Right that relates to the Savuka gold mine)
having been concluded, to the reasonable satisfaction of the Purchaser
("Savuka Condition Precedent");
2.2.2 by not later than 17h00 on 30 March 2012, an escrow agreement,
governing the escrow arrangement more fully described in the Announcement,
having been concluded and becoming unconditional save for any condition
requiring the unconditional operation of the Agreement ("Escrow Condition
Precedent"); and
2.2.3 by not later than 17h00 on 30 May 2012, the South African Competition
Authorities having unconditionally approved the Transaction, or
conditionally approved it on terms and conditions which each of the
Purchaser and DRDGOLD confirm in writing to the other to be acceptable
("Competition Condition Precedent").
DRDGOLD is pleased to advise Shareholders that the Escrow Condition Precedent
has been fulfilled and that the Purchaser has waived the Savuka Condition
Precedent.
In the circumstances, implementation of the Part A Sale remains subject only to
the fulfilment of the Competition Condition Precedent.
Johannesburg
10 May 2012
Corporate Advisor and Transaction Sponsor
One Capital
Attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 10/05/2012 13:54:39 Produced by the JSE SENS Department.
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