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DRD
DRDD
DRDGOLD - Amendment and Extension of Exchange Offer for 6% Senior
Convertible Notes due 2006
DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
ARB number 086 277 616
JSE trading symbol: DRD
ISIN Code: ZAE000058723
Issuer code: DUSM
Nasdaq trading symbol: DROOY
ASX trading symbol: DRD
("DRDGOLD" or "the Company")
DRDGOLD Limited Announces Amendment and Extension of Exchange Offer for 6%
Senior Convertible Notes due 2006
DRDGOLD announced today that it has filed, with the Securities and
Exchange Commission, Amendment No. 1 to its Statement on Schedule TO (the
"Amendment") relating to its offer to exchange (the "Exchange Offer") up
to $66,000,000 in aggregate principal amount of new 6% Senior Convertible
Notes due 2010 (the "New Notes") for an equal aggregate principal amount
of its currently outstanding 6% Senior Convertible Notes due 2006 (the
"Old Notes"). The Amendment contains important information that holders of
Old Notes should consider in deciding whether to tender their Old Notes in
exchange for the New Notes, including, among other things, summary
financial information of DRDGOLD. The summary financial information
summarizes the financial statements of DRDGOLD included in its prior
filings under the Securities Exchange Act of 1934 (the "Exchange Act") and
is annexed to this announcement. In addition, DRDGOLD has extended the
expiration of the Exchange Offer until 12:00 midnight New York City time
on July 18, 2006, unless otherwise terminated or further extended.
Holders of Old Notes are encouraged to carefully review the Exchange Offer
materials, including the offering memorandum, Schedule TO, as amended from
time to time, and related materials filed with the Securities and Exchange
Commission (the "Commission"), which contain information material to their
decision on whether or not to tender in the Exchange Offer. These
materials are available free of charge at the Securities and Exchange
Commission"s web site at www.sec.gov. Investors and security holders may
also obtain the offering memorandum and related materials through the
exchange agent for the Exchange Offer, at:
The Bank of New York
One Canada Square
London E14 5AL
England
Attn: Paul Pereira
Telephone: +44 20 7964 7495
By facsimile:
(For Eligible Institutions only):
+44 20 7964 6339
The Exchange Offer will expire at 12:00 midnight New York City time on
July 18, 2006, unless extended or earlier terminated by DRDGOLD. The
Exchange Offer is being made pursuant to Section 3(a)(9) of the Securities
Act of 1933 (the "Securities Act"). No commission or other remuneration
will be paid or given, directly or indirectly, by DRDGOLD for solicitation
of acceptance of the Exchange Offer.
This announcement is for informational purposes only and does not
constitute an offer to sell, or the solicitation of an offer to buy, any
of DRDGOLD"s ordinary shares, American Depository Shares, the Old Notes or
the New Notes.
Statements in this announcement include forward-looking statements within
the meaning of the Securities Act and the Exchange Act. Such forward-
looking statements are subject to certain risks and uncertainties, as
disclosed by DRDGOLD from time to time in its filings with the Securities
and Exchange Commission. As a result of these factors, DRDGOLD"s actual
results may differ materially from those indicated or implied by such
forward looking statements. There can be no assurance that DRDGOLD will
complete the Exchange Offer on the anticipated terms or at all. DRDGOLD"s
ability to complete the Exchange Offer will depend, among other things, on
market conditions. DRDGOLD"s ability to complete the Exchange Offer and
its business are subject to risks described in its filings with the
Securities and Exchange Commission.
DRDGOLD Limited (www.drdgold.com) is a gold mining company engaged in
underground and surface gold mining including exploration, extraction,
processing and smelting.
For further information, please contact Ilja Graulich, head of Investor
Relations, at +27 11 219 8700.
Johannesburg
04 July 2006
Sponsor
Standard Bank
ANNEX
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information should be read in
conjunction with the section entitled "Operating and Financial Review and
Prospects" and our consolidated financial statements and notes included in
our Annual Report on Form 20-F for our fiscal year ended June 30, 2005 and
our IFRS Report to Shareholders for the six months ended December 31,
2005, submitted to the Commission under cover of a Form 6-K on February
23, 2006, (as amended by our release dated 22 March 2005, submitted to the
Commission under cover of a Form 6-K on March 23, 2006). The summary
consolidated income statement information for the fiscal years ended June
30, 2005, June 30, 2004 and June 30, 2003, and the summary consolidated
balance sheet information as of June 30, 2005, June 30, 2004 and June 30,
2003 are derived from our audited consolidated financial statements
included in our annual report on Form 20-F for the fiscal year ended June
30, 2005. The summary consolidated income statement information for the
six months ended December 31, 2005 and December 31, 2004 and the summary
consolidated balance sheet information as of December 31, 2005 are derived
from our unaudited consolidated financial statements included in our
report on Form 6-K on June 9, 2006. The unaudited financial information
includes all adjustments, consisting of normal recurring accruals, which
we consider necessary for a fair
presentation of the financial position and the results of operations for
these periods.
Summary Consolidated Financial Data
in thousands, except share, per share and per ounce data)
Year ended June 30,
2005(2) 2004(2) 2005 2004(1 2) 2003(1 2)
(as (as
restated) restated)
$"000 $"000 $"000 $"000 $"000
Consolidated 95,638 92,931 183,609 183,254 109,419
Statement of
Operations Data
Revenues
Production costs (80,093) (72,451) (136,520) (143,026) (90,761)
Net operating (9,155) (2,802) 6,597 (16,110) 47,237
(loss)/income
Net (8,696) (3,001) (11,155) (11,882) 59,406
(Loss)/profit
from continuing
operations
before tax and
other items
Income and (116) (7,519) (5,762) (14,230) (15,830)
mining tax
expense
Equity in loss (12,213) (2,400) (20,511) (11,975) (6,867)
from associates
Minority 186 (9) (2) (7) -
interest
Net (20,839) (12,929) (37,430) (38,094) 36,709
(loss)/profit
from continuing
operations
applicable to
common
stockholders
Loss from (957) (48,881) (44,359) (20,804) (22,577)
discontinued
operation
Net (21,796) (61,810) (81,789) (58,898) 13,959
(loss)/profit
applicable to
common
stockholders
Basic (7) (5) (15) (17) 20
(loss)/profit
per share -
continuing
operations
(cents)
Basic loss per - (20) (17) (10) (12)
share -
discontinued
operation
(cents)
Basic (7) (25) (32) (27) 8
(loss)/profit
per share
(cents)
Diluted loss per (7) (5) (15) (17) 18
share -
continuing
operations
cents)
Diluted - (20) (17) (10) (12)
(loss)/profit
per share -
discontinued
Operation
(cents)
Diluted (7) (25) (32) (27) 6
(loss)/profit
per share
(cents)
As at June 30,
2005 2005 2004(1 2) 2003(1 2)
(as (as
restated) restated)
$"000 $"000 $"000 $"000
Consolidated 21,721 36,085 22,453 44,423
Balance Sheet Data
Cash and cash
equivalents
Total assets 272,791 238,257 282,735 207,335
Total liabilities (196,191) (158,330) (200,194) (197,145)
Long-term loans (4,717) (69,314) (59,865) (63,149)
Stockholders" (72,109) (79,053) (81,612) (10,190)
(equity)/deficit
Total liabilities (272,791) (238,257) (282,735) (207,335)
and stockholders"
equity
Number of ordinary 308,086,126 296,206,048 233,307,667 184,222,073
shares issued as
at June 30
(December 31)
Number of 5,000,000 5,000,000 5,000,000 5,000,000
cumulative
preference shares
issued as at June
30 (December 31)
Book value per $0.23 $0.27 $0.35 $0.06
share3
Year ended June 30,
2005(2) 2004(2) 2005 2004(1 2) 2003(1 2)
(as (as
restated) restated)
$"000 $"000 $"000 $"000 $"000
Non-US GAAP
Financial Data
Working capital (78,147) (33,280) 11,597 (24,993) 2,419
Cash costs per 424 332 315 307 275
ounce4 -
continuing
operations
Cash costs per - 464 504 393 312
ounce4 -
discontinued
operation
Cash costs per 424 386 374 343 297
ounce4
Total costs per 547 432 449 418 151
ounce5 -
continuing
operations
Total costs per - 738 630 441 321
ounce5 -
discontinued
operation
Total costs per 552 557 506 428 250
ounce5
1. The selected consolidated financial data for fiscal 2004 and 2003 has
been restated for the equity method of accounting of our investment
in Emperor Mines Limited.
2. The selected consolidated financial data for fiscal 2004 and 2003 has
been restated for the disclosure of Buffelsfontein Gold Mines Limited
as a discontinued operation.
3. Book value per share is calculated by dividing the sum of outstanding
ordinary shares into consolidated shareholders" equity.
4. Cash costs per ounce is a non-US GAAP financial measure of
performance that we use to determine cash generating capacities of
the mines and to monitor performance of our mining operations. For a
reconciliation to production costs for fiscal 2005, 2004 and 2003 see
Item 5A.: "Operating Results" in our Annual Report on Form 20-F for
our fiscal year ended June 30, 2005.
5. Total costs per ounce is a non-US GAAP financial measure of
performance that we use to determine cash generating capacities of
the mines and to monitor performance of our mining operations. For a
reconciliation to production costs for fiscal 2005, 2004 and 2003 see
Item 5A.: "Operating Results" in our Annual Report on Form 20-F for
our fiscal year ended June 30, 2005.
Date: 04/07/2006 04:18:08 PM Produced by the JSE SENS Department
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