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Durban Roodepoort Deep, Limited - Final Revised Offer To Shareholders Of
Emperor Mines Limited
Durban Roodepoort Deep, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
(Share code: DUR)
ISIN: ZAE000015079
(ARBN number 086 277 616)
(NASDAQ Trading Symbol: DROOY)
(`DRD`)
FINAL REVISED OFFER TO SHAREHOLDERS OF EMPEROR MINES LIMITED (`EMPEROR`)
1. INTRODUCTION
Shareholders are referred to the detailed announcement dated 8 March 2004
setting out the terms of an offer extended by DRD to the shareholders of Emperor
(`the offer`). DRD wishes to advise shareholders that it has revised the
consideration in relation to the offer to five DRD shares for every twenty-two
Emperor shares (`the final revised offer`). In the event of full acceptance of
the final revised offer, approximately 20.47 million new DRD shares will be
issued to Emperor shareholders (`the consideration shares`).
2. CONDITIONS PRECEDENT TO THE FINAL REVISED OFFER
The final revised offer is conditional on DRD obtaining a relevant interest in
at least 90% of Emperor. DRD may, in its sole discretion, waive this condition
precedent and has committed to waive this condition upon DRD becoming entitled
to at least 50.1% of the total Emperor shares on issue.
3. PRO FORMA FINANCIAL EFFECTS
As required by the Listing Requirements of the JSE Securities Exchange South
Africa (`the JSE`), the pro forma financial effects on the earnings, headline
earnings, net asset value and tangible net asset value per DRD share, calculated
in accordance with such requirements, is set out below. The material
assumptions are set out following the table. The pro forma financial effects
are based on unaudited financial information of both DRD and Emperor as at 31
December 2003 and so do not constitute a representation of the current or future
financial position of DRD should the final revised offer be accepted by Emperor
shareholders.
Before the After the
final revised offer final revised offer
(cents) (cents) Change
(%)
Earnings per share (18.1) (70.3) (288)
Headline earnings per share (18.5) (70.4) (281)
Net asset value per share 493.7 646.4 31
Tangible net asset value per share 493.7 646.4 31
Notes:
- The earnings and headline earnings per share in the `Before the final
revised offer` column of the table are based on the unaudited income
statement of DRD for the six months ended 31 December 2003.
- The earnings and headline earnings per share in the `After the final
revised offer` column of the table are based on 226 373 735 DRD shares
in issue, being the weighted average number of shares in issue for the
six months ended 31 December 2003, the reviewed Emperor income
statement for the six months ended 31 December 2003 and the
assumptions that:
* the final revised offer is accepted in full; and
* the consideration shares were issued on 1 June 2003.
- The net asset value per share and tangible net asset value per share
in the `After the final revised offer` column of the table are based
on the unaudited balance sheets of DRD and Emperor at 31 December
2003.
- The net asset value per share and tangible net asset value per share
in the `After the final revised offer` column of the table are based
on 241 793 398 shares in issue, the reviewed Emperor balance sheet at
31 December 2003 and the assumptions that:
*the final revised offer is accepted in full; and
*the consideration shares were issued on 31 December 2003 at an issue price of
R21.85.
The pro forma financial effects have been prepared according to South African
Statements of Generally Accepted Accounting Practice (`SA GAAP`) and have not
been audited. Emperor`s results for the six months ended 31 December 2003 have
been adjusted to comply with SA GAAP, in particular AC 133. The pro forma
financial information included in this announcement does not purport to be in
compliance with Regulation S-X of the rules and regulations of the US Securities
Exchange Commission.
4. NO OTHER SIGNIFICANT CHANGES
Save as disclosed above, there has been no other significant change affecting
any matter contained in the announcement relating to the offer published on 8
March 2004 and no other significant new matter has arisen that would have been
required to be mentioned in such announcement had it arisen prior to the
publication thereof.
Johannesburg
10 June 2004
Financial advisor in South Africa
QuestCo (Pty) Limited
(Registration number 2002/005616/07)
Sponsor
Standard Bank
Date: 10/06/2004 11:00:05 AM
Produced by the JSE SENS Department
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