| Tue 3 Oct 2006, 14:18 | | 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 1985/000926/06)
ARB number 086 277 616
JSE trading symbol: DRD
ISIN Code: ZAE000058723
Issuer code: DUSM
Nasdaq trading symbol: DROOY
("DRDGOLD" or "the Company")
DRDGOLD ANNOUNCES AMENDMENT AND EXTENSION OF EXCHANGE OFFER FOR 6% SENIOR
CONVERTIBLE NOTES DUE 2006
DRDGOLD announced on October 2, 2006 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 such that it is now subject to a 50% minimum tender condition,
which means that at least 50% of the aggregate principal amount outstanding
of the Old Notes must have been validly tendered and not withdrawn. If this
condition is not met, DRDGOLD will not be obligated to accept any Old Notes
tendered for exchange. However, DRDGOLD may waive this condition at any
time, in whole or in part, in its sole discretion. In addition, the
Exchange Offer period has been extended from 12:00 midnight New York City
time on September 29, 2006, until 12:00 midnight New York City time on
October 16, 2006, unless otherwise terminated or further extended by
DRDGOLD.
The exchange agent for the Exchange Offer advised DRDGOLD that as of 12:00
midnight New York City time on September 29, 2006, the previous expiration
date for the Exchange Offer, $3,060,000 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 addition of
the 50% minimum tender condition 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: Daniel Giles
Telephone: +44 20 7964 7394
By facsimile:
(For Eligible Institutions only):
+44 20 7964 6339
The Exchange Offer will expire at 12:00 midnight New York City time on
October 16, 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
3 October 2006
Sponsor
Standard Bank
Date: 03/10/2006 02:18:03 PM Produced by the JSE SENS Department
