| Mon 8 Mar 2004, 8:59 | | DRD - Announces takeover offer for emperor mines l |
|
DRD - Announces takeover offer for emperor mines limited
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")
DRD ANNOUNCES TAKEOVER OFFER FOR EMPEROR MINES LIMITED
DRD is pleased to announce its intention to merge with Emperor Mines Limited
("Emperor"). The proposal follows weekend discussions between the two parties.
The merger will be implemented by DRD making a scrip takeover offer at a premium
for all the shares it does not own in Emperor. DRD currently holds 19.78% of
Emperor.
Under the merger, DRD will offer one DRD share for every five Emperor shares on
the terms and conditions set out in Appendix A (attached). Based on the closing
prices of DRD and Emperor on Friday, 5 March, the offer represents a 32% premium
for Emperor shareholders and values Emperor at A$105 million (US$79.7 million),
including A$6 million (US$4.5 million) net debt.
If accepted, the offer will allow Emperor shareholders to become part of a A$1.1
billion (US$834 million), international gold company with:
- eight mines with reserves of 18 million ounces and 1 million ounces of annual
gold production, including 385,000 ounces from Australasia;
- gold production from three countries (South Africa, Papua New Guinea (PNG) and
Fiji) with a diversified risk profile;
- highly liquid shares with a broad international shareholder base and annual
turnover in excess of 500% of issued capital;
- significant leverage to the gold price;
- an international growth strategy including the recent US$73 million
acquisition of an interest in the Porgera Gold Mine in PNG; and
- a solid financial base with which to fund its growth strategy.
Commenting on the transaction, DRD Chief Executive Officer Ian Murray said:
"This merger will complete the establishment of a sustainable Australasian base
with gold production from Tolukuma and Porgera in PNG and Emperor"s Vatukoula
mine in Fiji. These operations offer consistent production, geographical
diversification and positive cash flow."
He added that DRD was committed to Phase 2 of the Vatukoula expansion programme.
"The combination of Emperor"s management experience at the mine with DRD"s
advanced narrow vein, deep level mining skills will assist the further
development of Vatukoula."
(Full details of the offer will be contained in the Bidder"s Statement that will
be sent to shareholders early in April 2004)
Any enquiries in relation to the merger should be directed to -
DRD
Ian Murray
CEO, DRD
04 24 244 195 (within Australia)or
+61 424 244 195 (from overseas)
CIBC World Markets
(Financial adviser)
Neil Johnson
Managing Director,
+61 2 9275 1301 (office)
South Africa
Investor and Media Relations
Ilja Graulich
Durban Roodepoort Deep, Limited
+27 11 381 7826 (office)
+27 83 604 0820 (mobile)
James Duncan
Russell & Associates
+27 11 880 3924 (office)
+27 82 892 8052 (mobile)
Australasia
Investor and Media Relations
Paul Downie
Porter Novelli
+61 893 861 233 (office)
+61 414 947 129 (mobile)
North America
Investor Relations
Susan Borinelli
Breakstone & Ruth International
+1 646 536 7018 (office)
+1 917 570 8421 (mobile)
Media Relations
Jessica Anderson
Breakstone & Ruth International
+1 646 536 7002 (office)
+1 347 423 5859 (mobile)
United Kingdom/Europe
Investor and Media Relations
Phil Dexter
St James"s Corporate
+44 20 7499 3916 (office)
+44 779 863 4398
APPENDIX A
Offer
The offer is one DRD share (in the form of DRD CHESS Depository Interests to be
listed on ASX) for every five Emperor shares held.
Any Emperor shareholder who becomes entitled to a fraction of a DRD share will
have their DRD share entitlement rounded down to the nearest whole number of
shares.
The offer is for all Emperor shares not already held by DRD or its related
corporations (including any shares issued upon exercise of existing options).
Summary of key conditions
DRD"s offer for Emperor is conditional on:
- DRD obtaining a relevant interest in at least 90% of Emperor;
- all necessary regulatory consents and approvals;
- ANZ Bank undertaking to waive any defaults by the Emperor group of companies
under Emperor"s existing debt facility and of any defaults arising as a result
of the offer;
- no material adverse change in the business, financial or trading position or
condition, assets liabilities or profitability or prospects of the Emperor group
of companies (including material adverse changes in Emperor"s hedging practices
or the regulation of Fijian mineral rights and permits);
- no material acquisitions, disposals or changes in Emperor"s business or
material expenditure by the Emperor group of companies outside the ordinary
course of business;
- no fall in the gold price to below South African Rand 78,000/kilogram (present
value R85,000/kilogram);
- no regulatory action, order or decision (other than a determination by
Australian Securities and Investments Commission or the Australian Takeovers
Panel in exercise of powers conferred on these bodies under the Australian
Corporations Act) which would, or threatens to, restrain, prohibit or impede the
full and effectual implementation of the offer and its intentions in relation to
Emperor;
- quotation of the DRD shares, in the form of DRD CHESS Depository
Interests, to be issued under the offer on the ASX;
- no prescribed occurrences under section 652C of the Australian Corporations
Act.
The full text of these conditions will be set out in DRD"s Bidder"s Statement
that will be provided to Emperor and sent to shareholders, in due course. DRD
may, in its sole discretion, waive any or all of these conditions.
