| Mon 15 Jan 2007, 17:49 | | DRD - DRDGold - Issues of shares for cash under a |
|
DRD
DRDD
DRD - DRDGold - Issues of shares for cash under a general authority
DRDGold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE share code: DRD
ISIN: ZAE000058723
ARBN number: 086277616
NASDAQ trading symbol: DROOY
("DRDGOLD" or "the company")
ISSUES OF SHARES FOR CASH UNDER A GENERAL AUTHORITY
1. BACKGROUND
On 6 August 2006 and 13 September 2006, DRDGOLD and DRD (Offshore) Limited,
a wholly owned subsidiary of DRDGOLD, ("the Group"), entered into loan
agreements with a financial institution ("the agreements"), in terms of
which loan facilities of R50 million on a revolving basis and US$33 million
("the facilities") were provided to the Group.
The agreements provide that the financial institution may call for the
repayment of any drawn down portion of the facilities and that DRDGOLD may
elect to repay the facilities either in cash or through an issue of new
DRDGOLD ordinary shares or a combination thereof.
2. DETAILS OF THE ISSUES
In the current financial year, the Group has cumulatively drawn down R340
million of the facilities. DRDGOLD has settled a portion of the draw down
on the facilities through the issue of, in aggregate, 18 314 248 new
DRDGOLD ordinary shares ("the new shares") under its general authority to
issue shares for cash, which general authority was granted to the directors
of DRDGOLD at the company`s annual general meetings held on Friday, 4
November 2005 and Friday, 8 December 2006, respectively. The new shares
represent in excess of 5% of the securities in issue prior to the draw down
of the facilities as per section 11.22 of the Listings Requirements of the
JSE Limited ("the listings requirements").
The new shares were issued at an average price of R8.2793 per new share.
The average premium/(discount) to the 30-day trade-weighted average price
per DRDGOLD ordinary share is calculated from the date of the determination
of the price of the issue of the new shares in respect of each draw down.
Shares issued Share price Premium/(discount)
2 183 173 R9.1610 (6.600 %)
2 075 012 R9.6385 1.021 %
1 989 307 R10.0538 (1.226 %)
2 055 528 R9.7299 (3.469 %)
2 311 228 R8.6534 (6.200 %)
4 000 000 R7.0636 (8.904 %)
3 700 000 R6.3175 (7.992 %)
Funds advanced under the agreements have been utilised to fund capital
expenditure directed towards improving infrastructure, to fund group
restructuring costs, including the restructuring of the company`s offshore
operations, to repay a portion of the 6% senior convertible notes which
matured on 12 November 2006, as set out in an announcement dated 16
November 2006, and for general working capital purposes.
3. PRO FORMA FINANCIAL EFFECTS
The directors of DRDGOLD are responsible for the preparation of the pro
forma financial effects set out below, which have been prepared for
illustrative purposes only, to assist shareholders in assessing the impact
of the issues of the new shares ("the issues") on the earnings, headline
earnings, net asset value and tangible net asset value per share. The
material assumptions are set out in the notes following the table. These
pro forma financial effects have been disclosed in terms of the listings
requirements and do not constitute a representation of the future financial
position, changes in equity, results of operations or cash flows of
DRDGOLD.
Before the issues After the issues Change
(cents) (cents) (%)
Loss per share for
continuing operations 41(1) 34(2) 18
Headline loss per share
for continuing operations 110(1) 99(2) 10
Net asset value per share 317(3) 350(4) 10
Tangible net asset value
per share 317(3) 350(4) 10
Notes:
1. The loss and headline loss per share for continuing operations, as set
out in the "Before the issues" column of the table, are based on the
audited financial results of DRDGOLD for the twelve months ended 30 June
2006 and 310 565 826 weighted average number of shares in issue.
2. The loss per share and headline loss per share, as set out in the "After
the issues" column of the table, are based on 328 880 074 weighted average
number of shares in issue and the assumptions that:
- the issues were effective on 1 July 2005;
- the new shares were issued at an average price of R8.2793 per new share;
and
- a portion of the 6% senior convertible notes was repaid on 1 July 2005
with the proceeds of the issue resulting in a pre-tax interest saving of
R17.4 million.
3. The net asset value per share and tangible net asset value per share, as
set out in the "Before the issues" column of the table, are based on the
audited balance sheet of DRDGOLD at 30 June 2006 and 320 035 078 shares in
issue.
4. The net asset value per share and tangible net asset value per share, as
set out in the "After the issues" column of the table, are based on a total
of 338 349 326 shares in issue and the assumption that the new shares were
in issue on 30 June 2006 at an average issue price of R8.2793 per new
share.
The pro forma financial information included in this announcement does not
purport to be in compliance with Regulation S-X of the rules and
regulations of the US Securities Exchange Commission.
Johannesburg
15 January 2007
Corporate Adviser
QuestCo
Sponsor
Standard Bank
Date: 15/01/2007 17:49:01 Produced by the JSE SENS Department.
