| Thu 26 May 2005, 18:14 | | DRDGOLD Limited - Claw-back offer |
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DRDGOLD Limited - Claw-back offer
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
(`DRDGOLD` or `the company`)
CLAW-BACK OFFER
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 an underwriting agreement with certain underwriters (`the
underwriters`)(`the underwriting agreement`). Pursuant to the underwriting
agreement, DRDGOLD will raise R86.9 million (before expenses) through the
provisional allotment to the underwriters of 15 804 116 new DRDGOLD shares (`the
claw-back shares`) at a subscription price of R5.50 per share (`the subscription
price`).
In recognition of the pre-emptive rights enjoyed by DRDGOLD shareholders over
the claw-back shares, such claw-back shares are to be offered for subscription
to holders of DRDGOLD shares recorded in the register of DRDGOLD shareholders as
at Friday, 17 June 2005 (`the record date`) (`the claw-back offer`). The claw-
back offer is only open to such shareholders who do not have their registered
address in the United States of America (`United States`), the Dominion of
Canada (`Canada`), the Commonwealth of Australia (`Australia`) or in any other
jurisdiction in which it would be unlawful to make the claw-back offer
(`qualifying DRDGOLD shareholders`). The claw-back offer will not be extended to
holders of DRDGOLD American Depositary Receipts.
2. PARTICULARS OF THE CLAW-BACK OFFER
In terms of the claw-back offer, qualifying DRDGOLD shareholders or their
renouncees will have the right to subscribe for the claw-back shares at the
subscription price in the ratio of 5.63624 claw-back shares for every 100
DRDGOLD shares held at the record date.
Claw-back shares not subscribed for by qualifying DRDGOLD shareholders or their
renouncees pursuant to the claw-back offer will be issued to the underwriters.
3. UNAUDITED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the claw-back offer 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. These pro forma financial
effects have been prepared for illustrative purposes only in order to provide
information on how the claw-back offer 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 claw-back
offer. The directors are responsible for the unaudited pro forma financial
effects.
Before the After the Change
claw-back claw-back
offer offer
EPS (cents) -149.9(1) -144.0(3) 3.9%
HEPS (cents) -64.4(1) -63.7(3) 1.1%
NAV and TNAV per (cents) 167.7(2) 186.9(4) 11.4%
share
Notes:
1. The EPS and HEPS, as set out in the `Before the claw-back offer` 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 claw-back offer`
column of the table, are based upon the reviewed balance sheet of DRDGOLD as at
31 December 2004 and 255.3 million DRDGOLD shares in issue.
3. The EPS and HEPS, as set out in the `After the claw-back offer` column of the
table, are based upon a weighted average of 262.7 million DRDGOLD shares in
issue and the assumptions that:
- the claw-back shares were issued on 1 July 2004; and
- the net proceeds from the claw-back offer after deducting transaction costs of
R8.2 million were received on 1 July 2004 (no interest benefit in respect of the
cash raised has been calculated as the cash raised will be used by DRDGOLD to
restructure its operations, acquire synergistic assets in South Africa, fund
necessary capital expenditure and provide working capital).
4. The NAV and TNAV per share, as set out in the `After the claw-back offer`
column of the table, are based upon 271.1 million DRDGOLD shares in issue and
the assumptions that:
- the claw-back shares were issued on 31 December 2004; and
- the net proceeds from the claw-back offer after deducting transaction costs of
R8.2 million were received on 31 December 2004.
4. SALIENT DATES AND TIMES
2005
Last day to trade in DRDGOLD shares in Thursday, 9 June
order to qualify to participate in the
claw-back offer (cum-entitlement)
Listing of letters of allocation on the Friday, 10 June
JSE
Letters of allocation commence trading on Friday, 10 June
the JSE with effect from commencement of
trade on
DRDGOLD shares commence trading ex-rights Friday, 10 June
Record date for participation in the claw- Friday, 17 June
back offer
Claw-back offer opens Monday, 20 June
Last day for trading letters of Friday, 1 July
allocation on the JSE
Listing of claw-back shares and trading Monday, 4 July
therein commences
Claw-back offer closes at 12:00 on (see Friday, 8 July
note 4)
Record date for the letters of allocation Friday, 8 July
Certificates in respect of claw-back Monday, 11 July
shares issued and posted to holders of
certificated DRDGOLD shares or their
renouncees who have followed their rights
on or about
Central Securities Depositary Monday, 11 July
Participants (`CSDPs`) or broker
accounts, in respect of holders of
dematerialised DRDGOLD shares or their
renouncees who have followed their
rights, debited and updated
Results of claw-back offer announced on Monday, 11 July
SENS and released to the relevant stock
exchanges
Results of claw-back offer published in Tuesday, 12 July
the South African press
Notes:
1. In respect of DRDGOLD shares, share certificates may not be dematerialised or
rematerialised between Friday, 10 June 2005 and Friday, 17 June 2005, both days
inclusive.
2. CSDPs operate on a system of delivery versus payment in respect of qualifying
DRDGOLD shareholders holding dematerialised DRDGOLD shares or their renouncees
who wish to follow their rights.
3. If you are a qualifying DRDGOLD shareholder holding dematerialised DRDGOLD
shares you are required to notify your duly appointed CSDP or broker of your
acceptance of the claw-back offer in the manner and time stipulated in the
agreement governing the relationship between yourself and your CSDP or broker.
4. Unless otherwise indicated, all times are South African times.
5. CONDITIONS
The claw-back offer is conditional upon the Registrar of Companies registering
the documents relating to the claw-back offer.
6. FURTHER DOCUMENTATION
Provided the condition referred to above is fulfilled, a circular containing
full details of the claw-back offer will be posted on or about 20 June 2005 to
DRDGOLD shareholders, excluding those shareholders with a registered address in
the United States and in Canada. As DRDGOLD shareholders with registered
addresses in Australia are precluded from participating in the claw-back offer,
the circular is being provided to those shareholders for information purposes
only
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated
Tuesday, 5 April 2005 and are advised that as a consequence of the publication
of this announcement the caution expressed in the announcement dated Tuesday, 5
April 2005 is no longer required to be exercised by DRDGOLD shareholders when
dealing in their DRDGOLD securities.
Prior to dealing in DRDGOLD securities, investors should consider the risks
described in our annual report and other filings with the U.S. Securities
Exchange Commission.
Johannesburg
26 May 2005
Financial Adviser
QuestCo (Pty) Ltd
Sponsor
Standard Bank
Attorneys
Bowman Gilfillan
The claw-back shares will not be registered for purposes of the claw-back offer
with the Canadian Provincial Securities Commission. Further, no action has been
taken to register the claw-back shares issued in terms of the claw-back offer,
or otherwise permit an offering of such shares, into Australia. Accordingly, the
claw-back offer will not be made to, or be open for acceptance by, persons with
registered addresses in Canada or in Australia. Further, the claw-back offer
does not constitute an offer in any jurisdiction in which, or to any persons to
whom, it would not be lawful to make such an offer. Non-qualifying DRDGOLD
shareholders should consult their professional advisers to determine whether any
governmental or other consents are required or whether other formalities need to
be observed to allow them to take up, or trade their entitlements pursuant to
the claw-back offer. The CSDP or broker will ensure that where such persons are
holding DRDGOLD shares in dematerialised form that the CSDP or broker adheres to
the above restrictions.
This announcement is not an offer of securities into the United States. The claw
back shares have not been and will not be registered under the U.S. Securities
Act of 1933 (`the Securities Act`). Accordingly, the claw-back shares may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or
into the United States or to, or for the account or benefit of, United States
persons, except pursuant to exemptions from the Securities Act.
