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DRD VIL
DRDD VIL
DRD\VIL - DRDGOLD Limited\ Village Main Reef Limited - Joint 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
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")
VILLAGE MAIN REEF LIMITED
(Incorporated in the Republic of South Africa)
(formerly known as Village Main Reef Gold Mining Company (1934) Limited)
(Registration number 1934/005703/06)
JSE Share Code: VIL
ISIN: ZAE000154761
("Village")
JOINT 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
1. INTRODUCTION
DRDGOLD and Village ("Parties") shareholders ("Shareholders") are referred
to the announcements published by the Parties on the Securities Exchange
News Service of the JSE Limited on 13 February 2012 ("Announcements"). The
Announcements 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, 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. FULFILMENT OF THE PART A SALE CONDITIONS PRECEDENT
The Parties are pleased to advise Shareholders that yesterday, the Parties
received the unconditional approval of the South African Competition
Commission for the Transaction. In the circumstances, there are no
outstanding conditions precedent to the Part A Sale ("Part A Conditions
Precedent") and the Parties will proceed with the implementation of the
Part A Sale.
Pursuant to the Part A Sale, DRDGOLD will:
* transfer the Sale Claims to the Purchaser and Village will issue 85
714 286 new Village ordinary shares ("Consideration Shares") to
DRDGOLD, on the basis that 65 714 286 of the Consideration Shares will
be held directly by DRDGOLD whilst the remaining 20 000 000
Consideration Shares will be held by an escrow agent pending the
outcome of the conditions precedent applicable to the Part B Sale (as
more fully set out in the Announcements);
* appoint the Purchaser as its agent to render corporate services to
Blyvoor on behalf of DRDGOLD under the existing Corporate Services
Management Agreement between DRDGOLD and Blyvoor; and
* cede to the Purchaser its right to receive any dividend declared by
Blyvoor in respect of the Sale Shares.
The Part B Sale remains subject to certain conditions precedent (as more fully
described in the Announcements) and Shareholders will be advised of further
progress made in this regard.
Johannesburg
25 May 2012
Corporate Advisor and Transaction Sponsor to DRDGOLD
One Capital
Attorneys to DRDGOLD
Cliffe Dekker Hofmeyr Inc.
Corporate Advisor to Village
To The Point Growth Specialists (Proprietary) Limited
Sponsor to Village
Java Capital
Attorneys to Village
Cliffe Dekker Hofmeyr Inc.
Date: 25/05/2012 08:30:01 Produced by the JSE SENS Department.
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