| Tue 3 May 2005, 9:56 | | Drdgold - Specific Issue Of Shares For Cash |
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Drdgold Limited - Specific Issue Of Shares For Cash
DRDGOLD Limited
(Formerly Durban Roodepoort Deep, Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
Share code: DRD
ISIN: ZAE000058723
ARB number: 086 277 616
Nasdaq trading symbol: DROOY
(`DRDGOLD` or `the company`)
SPECIFIC ISSUE OF SHARES FOR CASH
1. INTRODUCTION
It was announced on Tuesday, 5 April 2005 on the Securities Exchange New Service
(`SENS`) of the JSE Securities Exchange South Africa (`the JSE`) that DRDGOLD
had entered into a subscription agreement with Baker Steel Capital Managers LLP
(`BSCM`), on behalf of its clients (`BSCM clients`), in terms of which the BSCM
clients agreed to subscribe for, and DRDGOLD agreed to issue, a maximum of 17
million new ordinary no par value shares in the stated capital of DRDGOLD (`the
specific issue shares`) for an aggregate value of R93.5 million (`the specific
issue`).
2. RELATED PARTY
In terms of the Listings Requirements of the JSE, BSCM is an associate of Mr
David Baker, a former director of DRDGOLD who resigned from his position with
effect from 27 October 2004 and is therefore a related party to DRDGOLD. As a
result, the board of directors of DRDGOLD appointed EY Corporate Finance
(Proprietary) Limited to act as independent expert in respect of the specific
issue.
EY Corporate Finance (Proprietary) Limited has considered the terms and
conditions of the specific issue and is of the opinion that the specific issue
is fair and reasonable and in the interests of the shareholders of DRDGOLD.
3. CONDITIONS PRECEDENT AND NOTICE OF GENERAL MEETING
The specific issue is subject to the approval of a majority representing not
less than three-fourths (75%) of the votes exercisable by DRDGOLD ordinary
shareholders present and voting either in person or by proxy at the general
meeting referred to below. Neither BSCM, its associates (including Mr Baker) nor
the BSCM clients may vote on the specific issue at the general meeting in
respect of any DRDGOLD shares that they hold or control.
A general meeting of shareholders will be held at 10:00 on Friday, 20 May 2005,
at 45 Empire Road, Parktown for the purposes of considering and, if deemed fit,
passing resolutions authorising the specific issue as well as ratifying certain
issues of DRDGOLD shares made in the preceding twelve months for the purposes of
the Listing Rules of the Australian Stock Exchange.
4. FINANCIAL EFFECTS
The unaudited pro forma financial effects of the specific issue on the earnings
per share (`EPS`) and headline EPS (`HEPS`) of DRDGOLD for the six months ended
31 December 2004 and the net asset value (`NAV`) and tangible NAV (`TNAV`) per
share at that date are set out in the table below. The unaudited pro forma
financial effects have been prepared for illustrative purposes only in order to
provide information on how the specific issue might have affected the results,
changes in equity and financial position of DRDGOLD and, because of their
nature, may not give a true reflection of the actual financial effects of the
specific issue. The unaudited pro forma financial effects are the responsibility
of the DRDGOLD directors.
Before the specific issue After the specific issue Change%
EPS (cents) (149.9)(1) (141.4)(3) 5.7
HEPS (cents) (64.4)(1) (61.4)(3) 4.7
NAV and TNAV
per share
(cents) 167.7(2) 190.4(4) 13.5
Notes:
1. The EPS and HEPS, as set out in the `Before the specific issue` column of
the table are based upon the reviewed income statement of DRDGOLD for the six
months ended 31 December 2004 and a weighted average of 246.9 million DRDGOLD
shares in issue.
2. The NAV and TNAV per share, as set out in the `Before the specific issue`
column of the table, are based upon the reviewed balance sheet of DRDGOLD at 31
December 2004 and 255.3 million DRDGOLD shares in issue.
3. The EPS and HEPS, as set out in the `After the specific issue` column of
the table, are based upon a weighted average of 263.9 million DRDGOLD shares in
issue and the assumptions that:
- the 17 million specific issue shares were issued on 1 July 2004; and
- the net proceeds from the specific issue after deducting transaction costs
of R3 million were received on 1 July 2004.
4. The NAV and TNAV per share, as set out in the `After the specific issue`
column of the table are based upon 272.3 million DRDGOLD shares in issue and the
assumptions that:
- the 17 million specific issue shares were issued on 31 December 2004; and
- the net proceeds from the specific issue after deducting transaction costs
of R3 million were received on 31 December 2004.
5. SALIENT DATES AND TIMES
2005
Last day to lodge notice of direction with CHESS
Depositary Nominees Proprietary Limited for the
general meeting by 16:00
(Perth, Western Australian time) on Tuesday, 17 May
Last day to lodge forms of proxy at the
relevant transfer secretaries of DRDGOLD
for the general meeting by 10:00 on Wednesday, 18 May
General meeting of shareholders to be held
at 10:00 on Friday, 20 May
Results of the general meeting published
on SENS and released to the relevant
stock exchanges Friday, 20 May
Results of the general meeting published in the
South African press Monday, 23 May
Listing date for the specific issue shares on or
about Tuesday, 24 May
Notes:
1. These dates and times may be changed by DRDGOLD. Any such change will be
announced on SENS and on the relevant stock exchanges and published in the South
African press.
2. If the general meeting is adjourned or postponed, forms of proxy must be
received by no later than 24 hours prior to the time of the adjourned or
postponed general meeting.
3. Unless otherwise indicated, all times are South African times.
6. FURTHER DOCUMENTATION
A circular containing full details of the specific issue was posted to DRDGOLD
shareholders on 29 April 2005.
7. FURTHER CAUTIONARY ANNOUNCEMENT
The process to give effect to the claw-back offer referred to in the
announcement dated Tuesday, 5 April 2005 is still underway. Accordingly,
shareholders are advised to continue to exercise caution when dealing in the
company`s securities until a further announcement is made.
Johannesburg
29 April 2005
Financial Adviser
QuestCo (Pty) Ltd
Sponsor
Standard Bank
Attorneys
Bowman Gilfillan
Independent Expert
Ernst and Young
This release is not an offer of securities for sale in the United States. These
securities may not be offered or sold in the United States absent registration
or an exemption from registration. Any public offering of securities to be made
in the United States will be made by means of a prospectus that may be obtained
from DRDGOLD, which will contain detailed information about DRDGOLD and its
management, as well as financial statements.
Date: 03/05/2005 09:33:10 AM
Produced by the JSE SENS Department
