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DRD\VIL - DRDGOLD Limited\ Village Main Reef Limited - Joint update in respect

Release Date: 25/05/2012 08:30
Code(s): DRD VIL
Wrap Text

DRDVIL - DRDGOLD Limited Village Main Reef Limited - Joint update in respect of conditions precedent to the sale agreement in respect of the disposal of DRDGOLD`S entire interest in BLYVOORUITZICHT Gold Mining Company Limited ("BLYVOOR") to Village DRDGOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1895/000926/06) JSE Share Code: DRD ISIN: ZAE000058723 Issuer code: DUSM NYSE trading symbol: DRD ("DRDGOLD") VILLAGE MAIN REEF LIMITED (Incorporated in the Republic of South Africa) (formerly known as Village Main Reef Gold Mining Company (1934) Limited) (Registration number 1934/005703/06) JSE Share Code: VIL ISIN: ZAE000154761 ("Village") JOINT UPDATE IN RESPECT OF CONDITIONS PRECEDENT TO THE SALE AGREEMENT IN RESPECT OF THE DISPOSAL OF DRDGOLD`S ENTIRE INTEREST IN BLYVOORUITZICHT GOLD MINING COMPANY LIMITED ("BLYVOOR") TO VILLAGE 1. INTRODUCTION DRDGOLD and Village ("Parties") shareholders ("Shareholders") are referred to the announcements published by the Parties on the Securities Exchange News Service of the JSE Limited on 13 February 2012 ("Announcements"). The Announcements contained details of the salient terms and conditions relating to the disposal by DRDGOLD of its entire interest in Blyvoor to a wholly-owned subsidiary of Village ("Purchaser") ("Transaction"). In terms of the sale of shares and claims agreement pertaining to the Transaction, DRDGOLD agreed to sell its entire shareholding in Blyvoor (which amounts to 74% of the total issued ordinary share capital of Blyvoor) ("Sale Shares") and its working capital and shareholder loan claims against Blyvoor ("Sale Claims") to the Purchaser.
The Transaction comprises the Part A Sale and the Part B Sale. In terms of the Part A Sale, the Sale Claims are sold to the Purchaser and in terms of the Part B Sale, the Sale Shares are sold to the Purchaser. 2. FULFILMENT OF THE PART A SALE CONDITIONS PRECEDENT The Parties are pleased to advise Shareholders that yesterday, the Parties received the unconditional approval of the South African Competition Commission for the Transaction. In the circumstances, there are no outstanding conditions precedent to the Part A Sale ("Part A Conditions Precedent") and the Parties will proceed with the implementation of the Part A Sale.
Pursuant to the Part A Sale, DRDGOLD will: * transfer the Sale Claims to the Purchaser and Village will issue 85 714 286 new Village ordinary shares ("Consideration Shares") to DRDGOLD, on the basis that 65 714 286 of the Consideration Shares will be held directly by DRDGOLD whilst the remaining 20 000 000 Consideration Shares will be held by an escrow agent pending the outcome of the conditions precedent applicable to the Part B Sale (as more fully set out in the Announcements); * appoint the Purchaser as its agent to render corporate services to Blyvoor on behalf of DRDGOLD under the existing Corporate Services Management Agreement between DRDGOLD and Blyvoor; and * cede to the Purchaser its right to receive any dividend declared by Blyvoor in respect of the Sale Shares. The Part B Sale remains subject to certain conditions precedent (as more fully described in the Announcements) and Shareholders will be advised of further progress made in this regard. Johannesburg 25 May 2012 Corporate Advisor and Transaction Sponsor to DRDGOLD One Capital Attorneys to DRDGOLD Cliffe Dekker Hofmeyr Inc. Corporate Advisor to Village To The Point Growth Specialists (Proprietary) Limited Sponsor to Village Java Capital Attorneys to Village Cliffe Dekker Hofmeyr Inc. Date: 25/05/2012 08:30:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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