| Fri 9 Mar 2007, 12:44 | | DRD - DRDGold - Issues Of Shares For Cash Under A |
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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: 086 277 616
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
On 15 January 2007, DRDGOLD announced on SENS that 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 ("general
authority to issue shares for cash"), it had drawn down R340 million of the
facilities and had exceeded the threshold of 5% in terms of section 11.22
of the Listings Requirements of the JSE Limited ("the listings
requirements")in order to settle a portion of the draw down on the
facilities.
Since that date, the Group has settled a further portion of the draw down
on the facilities through the issue of, in aggregate, 15 668 327 new
DRDGOLD ordinary shares ("the new shares") under its general authority to
issue shares for cash.
Consequently, DRDGOLD hereby announces that it has exceeded a further 5%
threshold and has cumulatively issued in excess of 10% of the securities in
issue prior to the draw down of the facilities in terms of the listings
requirements.
The new shares were issued at an average price of R5.5481 per new share.
The average 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 Discount
4 500 000 R5.7399 6.899 %
5 819 475 R5.5103 3.750 %
5 348 852 R5.4279 2.810 %
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 22(1) 20(2) 10
Headline loss per share
for continuing operations 25(1) 22(2) 9
Net asset value per share 32(3) 57(4) 75
Tangible net asset value
per share 32(3) 57(4) 75
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
unaudited financial results of DRDGOLD for the six months ended 31 December
2006 and 325 172 488 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 340 840 815 weighted average
number of shares in issue and the assumptions that:
- the issues were effective on 1 July 2006;
- the new shares were issued at an average price of R5.5481 per new share;
and
- the proceeds of the issue resulting in a pre-tax interest earned of R3.8
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
unaudited balance sheet of DRDGOLD at 31 December 2006 and 338 523 654
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 354 191 981 shares in issue and the assumption that the new shares were
in issue on 31 December 2006 at an average issue price of R5.5481 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
9 March 2007
Corporate Adviser
QuestCo
Sponsor
Standard Bank
Date: 09/03/2007 12:44:55 Produced by the JSE SENS Department.
