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Durban Roodepoort Deep, Limited - Option Agreement And Cautionary Announcement
Release Date: 08/09/2003 12:30:00 Code(s): DUR
Durban Roodepoort Deep, Limited - Option Agreement And Cautionary Announcement
Durban Roodepoort Deep, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
(Share code: DUR)
(ISIN: ZAE 000015079)
(ARBN number 086 277 616)
(NASDAQ Trading Symbol: DROOY)
("DRD" or "the company")
OPTION AGREEMENT AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 25 August 2003 regarding the
agreement entered into with the Investec Group ("Investec") which granted
Investec an American call option to acquire 18 million new, fully paid up DRD
ordinary shares, with an expiration date of 3 October 2003 ("the option").
2. AMENDMENT TO OPTION AGREEMENT
The terms of the option have been amended to increase the number of shares which
can be acquired from 18 million DRD shares to 27 million DRD shares ("the
amended option").
3. EXERCISE OF OPTION
DRD is pleased to announce that Investec has exercised the amended option in
respect of 18 million DRD shares at a price of $2.3967 per DRD share, being
equal to 95% of the trade-weighted average price of DRD shares on NASDAQ for the
30 days prior to 5 September of $2.5229 (being the date of partial exercise of
the amended option) for a total consideration of $42,140,600 (R321.4 million).
The shares will be issued pursuant to Regulation S under the U.S. Securities Act
of 1933.
4. AMENDED PRO FORMA FINANCIAL EFFECTS
To assist shareholders to assess the impact of the new issue of shares in the
event of full exercise of the amended option, set out below are the pro forma
financial effects on the earnings, headline earnings, net asset value and
tangible net asset value per DRD ordinary share. The material assumptions are
set out following the table. These pro forma financial effects do not
constitute a representation of the future financial position of DRD should the
amended option be exercised and have been disclosed in terms of the JSE
Securities Exchange Listing Requirements.
Before After
the the
exercise exercise Change
of the of the (%)
amended amended
option option
(cents) (cents)
Earnings per share 201.5 198.1 -1.7
Headline earnings per share
199.0 195.9 -1.6
Net asset value per share 251.0 474.6 89.1
Tangible net asset value
per share 251.0 474.6 89.1
Notes:
1. The earnings and headline earnings per share in the "Before the exercise of
the amended option" column of the table are based on the reviewed income
statement of DRD for the financial year ended 30 June 2003.
2. The earnings and headline earnings per share in the "After the exercise of
the amended option" column of the table are based on 210 300 665 shares in
issue, being the weighted average number of shares in issue for the year, and
the assumptions that:
- the option was exercised on 1 July 2002;
- the 30-day trade-weighted average price of DRD ADRs on NASDAQ at that date
equated to R20 per DRD ADR; and
- the cash raised on issue of DRD shares pursuant to the exercise of the amended
option earned interest at a rate of 12.5%, which interest attracted South
African normal tax at a rate of 30%.
3. The net asset value per share and tangible net asset value per share in the
"Before the exercise of the amended option" column of the table are based on the
reviewed balance sheet of DRD at 30 June 2003.
4. The net asset value per share and tangible net asset value per share in the
"After the exercise of the amended option" column of the table are based on 211
222 073 shares in issue and the assumptions that:
- the option was exercised on 30 June 2003; and
- the 30-day trade-weighted average price of DRD ADRs on NASDAQ at that date
equated to R20 per DRD ADR.
5. The pro forma financial effects have been prepared according to SA GAAP and
have not been audited.
5. CAUTIONARY ANNOUNCEMENT
Additionally, shareholders are advised that DRD has entered into discussions
regarding the acquisition of an asset which, if successfully concluded, may have
an effect on the DRD share price. Shareholders are therefore advised to
exercise caution when dealing in their DRD shares until further details are
announced.
Johannesburg
8 September 2003
Financial adviser
Questco Investments (Proprietary) Limited
(Registration number 2002/005616/07)
Sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Date: 08/09/2003 12:30:04 PM Produced by the JSE SENS Department
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