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: ZAE 000058723
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)
Six months ended Year ended June 30,
December 31,
20052 20042 2005 20041 2 20031 2
(as (as
restated) restated)
$'000 $'000 $'000 $'000 $'000
Consolidated Statement 95,638 92,931 183,609 183,254 109,419
of Operations Data
Revenues
Production costs (80,093) (72,451) (136,520) (143,026) (90,761)
Net operating (loss)/ (9,155) (2,802) 6,597 (16,110) 47,237
income
Net (Loss)/profit from (8,696) (3,001) (11,155) (11,882) 59,406
continuing operations
before tax and other
items
Income and mining tax (116) (7,519) (5,762) (14,230) (15,830)
expense
Equity in loss from (12,213) (2,400) (20,511) (11,975) (6,867)
associates
Minority interest 186 (9) (2) (7) -
Net (loss)/profit from (20,839) (12,929) (37,430) (38,094) 36,709
continuing operations
applicable to common
stockholders
Loss from discontinued (957) (48,881) (44,359) (20,804) (22,577)
operation
Net (loss)/profit (21,796) (61,810) (81,789) (58,898) 13,959
applicable to common
stockholders
Basic (loss)/profit (7) (5) (15) (17) 20
per share - continuing
operations (cents)
Basic loss per share - - (20) (17) (10) (12)
discontinued operation
(cents)
Basic (loss)/profit (7) (25) (32) (27) 8
per share (cents)
Diluted loss per share (7) (5) (15) (17) 18
- continuing
operations cents)
Diluted (loss)/profit - (20) (17) (10) (12)
per share -
discontinued Operation
(cents)
Diluted (loss)/profit (7) (25) (32) (27) 6
per share (cents)
As at December As at June 30,
31,
2005 2005 20041 2 20031 2
(as (as
restated) restated)
$'000 $'000 $'000 $'000
Consolidated Balance 21,721 36,085 22,453 44,423
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' (equity)/ (72,109) (79,053) (81,612) (10,190)
deficit
Total liabilities and (272,791) (238,257) (282,735) (207,335)
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 cumulative 5,000,000 5,000,000 5,000,000 5,000,000
preference shares
issued as at June 30
(December 31)
Book value per share3 $0.23 $0.27 $0.35 $0.06
Six months ended Year ended June 30,
December 31,
20052 20042 2005 20041 2 20031 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 ounce4 424 332 315 307 275
- continuing
operations
Cash costs per ounce4 - 464 504 393 312
- discontinued
operation
Cash costs per ounce4 424 386 374 343 297
Total costs per ounce5 547 432 449 418 151
- continuing
operations
Total costs per ounce5 - 738 630 441 321
- discontinued
operation
Total costs per ounce5 552 557 506 428 250
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.
END
DRDGOLD LD: Further re Exchange Offer
© 2006 PR Newswire
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