| Fri 11 Aug 2006, 14:47 | | DRDGOLD - Amendment and Extension of Exchange Offe |
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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 Announces Amendment and Extension of Exchange Offer for 6% Senior
Convertible Notes due 2006
DRDGOLD announced today that it has amended 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 Exchange Offer has been amended to increase the rate
at which the New Notes will be convertible at the option of the holder into
ordinary shares from 512.82 shares per $1,000 principal amount to 606.06 shares
per $1,000 principal amount, equivalent to a decrease in the conversion price
from $1.95 to $1.65 per share. In addition, DRDGOLD has extended the expiration
of the Exchange Offer until 12:00 midnight New York City time on August 23,
2006, unless otherwise terminated or further extended.
The exchange agent for the Exchange Offer advised DRDGOLD that as of 12:00
midnight New York City time on August 9, 2006, $2,060,000 of the Old Notes had
been validly tendered.
The Exchange Offer is subject to the terms and conditions set forth in the
Offering Memorandum dated June 16, 2006, as amended and restated on June 30,
2006 (the "Offering Memorandum"), and the related letter of transmittal and
other documentation. This announcement amends and supplements the Offering
Memorandum, letter of transmittal and other documentation solely with respect to
the extension of the Expiration Date and the adjustment of the conversion price
referred to herein. All other terms of the Exchange Offer set forth in the
Offering Memorandum, the letter of transmittal and other documentation shall
remain in full force and effect.
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, 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 August
23, 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
11 August 2006
Sponsor
Standard Bank
Date: 11/08/2006 02:47:05 PM Produced by the JSE SENS Department
