Revised pro forma financial effects in respect of the disposal by Emperor of its indirect 20% interest in the Porgera Gold Mine Joint Venture (“the PJV”) and proposed capital distribution by Emperor and further cautionary
Further to the announcements dated 12 April 2007 and 10 May 2007 regarding the conditional agreement for the disposal by Emperor (the 78.72%-held, Australian-listed subsidiary of DRDGOLD) of its indirect 20% interest (held through DRD (Porgera) Limited (“DRD (Porgera)”)of Papua New Guinea (“PNG”)) in the PJV to Barrick (Niugini) Limited of PNG (a subsidiary of Barrick Gold Corporation of Canada (“Barrick”)) (“the disposal”) and the grant of an option to Barrick or its nominee to subscribe for 153 325 943 Emperor shares (“the option”), Emperor has now announced that it intends to return A$0.05 per Emperor share to Emperor shareholders by way of a capital return out of the surplus cash to be realised from the disposal (“the capital distribution”) (collectively “the transactions”). The capital distribution is subject to Emperor shareholders’ approval at the general meeting of Emperor shareholders to be held in Australia on or about 30 July 2007 and the successful completion of the disposal. The pro forma financial effects of the capital distribution are set out in paragraph 2 below.
Other than the capital distribution, there have been no significant changes affecting any matter contained in the announcement of 10 May 2007 and no other significant new matter, requiring disclosure, has taken place since that date.
The pro forma financial effects set out below have been prepared to assist shareholders in assessing the impact of the disposal, the option and the capital distribution on the earnings and headline earnings per DRDGOLD ordinary share for the six months ended 31 December 2006 and the net asset value (“NAV”) and tangible net asset value (“TNAV”) per DRDGOLD ordinary share at that date.
These pro forma financial effects have been prepared in terms of the Listings Requirements of the JSE Limited (“JSE”) for illustrative purposes only in order to provide information on how the transactions might have affected the results, changes in equity and financial position of DRDGOLD and, because of their nature, may not fairly present the actual financial effects of the transactions.
The directors are responsible for the pro forma financial effects.
|Before the disposal||After the disposal||Change||After the disposal and exercise of the option||Change|
|(Loss)/Profit per DRDGOLD ordinary share for continuing operations||(22.1)||246.1||1 214||208.0||1 041|
|Headline loss per DRDGOLD ordinary share for continuing operations||(24.5)||(126.4)||(416)||(164.5)||(571)|
|NAV per DRDGOLD ordinary share||23.0||303.0||1 217||288.7||1 155|
|TNAV per DRDGOLD ordinary share||23.0||303.0||1 217||288.7||1 155|
|Weighted average number of DRDGOLD ordinary shares in issue for the period ended 31 December 2006||325 172 488||325 172 488||-||325 172 488||-|
|Number of DRDGOLD ordinary shares in issue at 31 December 2006||334 823 654||334 823 654||-||334 823 654||-|
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 United States Securities Exchange Commission.
A Category 1 transaction circular is due to be posted to DRDGOLD shareholders on or about 20 June 2007. The general meeting of DRDGOLD shareholders will be held at 10:00 on Friday, 27 July 2007 at the registered office of the company.
Further to the latest cautionary announcement dated 10 May 2007, shareholders are advised that negotiations are still in progress relating to further restructuring of DRDGOLD’s non-South African interests which, if successfully concluded, may have a material effect on the price of the company’s ordinary shares. Accordingly, shareholders are advised to continue exercising caution when dealing in the company’s ordinary shares until a full announcement is made.
20 June 2007
QuestCo (Pty) Limited
BDO QuestCo (Pty) Limited
Feinsteins (Levy, Feinsteins & Associates Incorporated - Reg No 1995/001716/21)