-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q21BW6KpNXpGN9HwiYq+/nbI+qqblf5NYPCFZCfZvR1zO8pZuUBVZJOtFBGVCXUQ o8QjIFVCwQ308acUqXAVpQ== 0001047469-03-042180.txt : 20031230 0001047469-03-042180.hdr.sgml : 20031230 20031230112729 ACCESSION NUMBER: 0001047469-03-042180 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031222 FILED AS OF DATE: 20031230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DURBAN ROODEPOORT DEEP LTD CENTRAL INDEX KEY: 0001023512 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28800 FILM NUMBER: 031076890 BUSINESS ADDRESS: STREET 1: 5 PRESS AVE STREET 2: SELBY CITY: JOHANNESBURG, SOUTH STATE: T3 ZIP: 00000 6-K 1 a2125529z6-k.htm 6-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of December 2003

Commission File Number: 0-28800

Durban Roodepoort Deep, Limited
(Translation of registrant's name into English)

45 Empire Road, Parktown, Johannesburg South Africa, 2193
(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ý                        Form 40-F o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

        Note:    Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

        Note:    Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

        Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                                  No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            




        Attached to the Registrant's Form 6-K Filing for the month of December 2003, and incorporated by reference herein, is:

Exhibit No.

  Description

1.

 

Release, dated November 28, 2003, entitled "Results of Annual General Meeting."

2.

 

Release, dated December 17, 2003, entitled "Option Agreement."

3.

 

Release, dated December 19, 2003, entitled "DRD Splits Roles of Chairman and Chief Executive Officer."

2



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

    DURBAN ROODEPOORT DEEP, LIMITED

 

 

By:

/s/  
ANDREA TOWNSEND      
Andrea Townsend
Company Secretary
Dated: December 30, 2003      

3




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SIGNATURES
EX-1 3 a2125529zex-1.htm EXHIBIT 1
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Exhibit 1


Durban Roodepoort Deep, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
(Share code: DUR)
(ISIN: ZAE 000015079)
(ARBN number: 086 277 616)
(NASDAQ Trading Symbol: DROOY)
("DRD" or "the company")

RESULTS OF ANNUAL GENERAL MEETING

        At the annual general meeting of DRD shareholders held on Friday, 28 November 2003, all the resolutions as set out in the notice of annual general meeting were passed by the requisite majorities.

        Details in respect of these resolutions are set out below.

 
   
  Total number
of votes

  Votes in
favour

 
    Ordinary business          
1   To adopt the annual financial statements for the twelve months ended 30 June 2003   185 614 757   99.40 %
2   To re-appoint the auditors in accordance with the company's Articles of Association   185 614 757   99.36 %
3 A   To re-elect Mr MM Wellesley-Wood as a director of the company   185 614 757   99.42 %
3 B   To re-elect Mr IL Murray as a director of the company   185 614 757   99.40 %
3 C   To re-elect Mr RP Hume as a director of the company   185 614 757   99.41 %
3 D   To re-elect Mr A Lubbe as an alternate director of the company   185 614 757   98.83 %
3 E   To re-elect Mr DT van der Mescht as an alternate director of the company   185 614 757   99.03 %

 

 

Special business

 

 

 

 

 
4   Ordinary resolution 1   185 614 757   93.99 %
5   Ordinary resolution 2   185 614 757   94.31 %
6   Ordinary resolution 3   185 614 757   91.91 %
7   Ordinary resolution 4   185 614 757   91.90 %
8   Special resolution 1   185 614 757   92.14 %
9   Special resolution 2   185 614 757   89.24 %
10   Special resolution 3   185 614 757   92.68 %
11   Special resolution 4   185 614 757   98.75 %

Johannesburg
28 November 2003

Sponsor
Standard Corporate & Merchant Bank
(A division of The Standard Bank of South Africa Limited)

(Registration number 1962/000738/06)

2




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Exhibit 1
EX-2 4 a2125529zex-2.htm EXHIBIT 2
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Exhibit 2


Durban Roodepoort Deep, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
(Share code: DUR)
(ISIN: ZAE 000015079)
(ARBN number 086 277 616)
(NASDAQ Trading Symbol: DROOY)
("DRD" or "the company")

OPTION AGREEMENT

INTRODUCTION

    DRD is pleased to announce that it has entered into an agreement with the Investec Group ("Investec") which grants Investec an American call option to acquire 10.2 million new, fully paid up DRD ordinary shares ("the option")("the transaction").

TRANSACTION DESCRIPTION

    The option has a strike price in US Dollars equal to 95.5% of the simple average of the daily volume-weighted price of DRD American Depository Receipts ("ADRs") trading on NASDAQ for the ten days prior to exercise date. The option carries an expiration date of 15 March 2004.

RATIONALE FOR THE TRANSACTION

    Should the option be exercised, DRD will apply the proceeds arising from the exercise of the option towards its general corporate funding requirements.

PRO FORMA FINANCIAL EFFECTS

    To assist shareholders to assess the impact of the new issue of shares in the event of exercise of the option, set out below are the pro forma effects thereof on the earnings, headline earnings, net asset value and tangible net asset value per DRD ordinary share. The material assumptions are set out following the table. These pro forma financial effects do not constitute a representation of the future financial position of DRD should the option be exercised and have been disclosed in terms of the Listings Requirements of the JSE Securities Exchange South Africa.

 
  Before the exercise of the option (cents)
  After the exercise of the option (cents)
  Change(%)
 
Earnings per share   202.3   195.5   (3 )
Headline earnings per share   216.9   209.2   (4 )
Net asset value per share   247.6   317.8   28  
Tangible net asset value per share   247.6   317.8   28  

Notes:

1.
The earnings and headline earnings per share in the "Before the exercise of the option" column of the table are based on the audited income statement of DRD for the financial year ended 30 June 2003.

2


2.
The earnings and headline earnings per share in the "After the exercise of the option" column of the table are based on 193 500 665 shares in issue, being the weighted average number of shares in issue for the year, and the assumptions that:

    the option was exercised on 1 July 2002;

    the ten-day trade-weighted average price of DRD ADRs on NASDAQ at that date equated to R15.86 per DRD ADR; and

    the cash raised on issue of DRD shares pursuant to the exercise of the option earned interest at a rate of 6.5%, which interest attracted South African normal tax at a rate of 30%.

3.
The net asset value per share and tangible net asset value per share in the "Before the exercise of the option" column of the table are based on the audited balance sheet of DRD at 30 June 2003.

4.
The net asset value per share and tangible net asset value per share in the "After the exercise of the option" column of the table are based on 194 422 073 shares in issue and the assumptions that:

the option was exercised on 30 June 2003; and

the ten-day trade-weighted average price of DRD ADRs on NASDAQ at that date equated to R15.86 per DRD ADR.

5.
The pro forma financial effects have been prepared according to SA GAAP and have not been audited.

Johannesburg
17 December 2003

Financial adviser
Investments (Proprietary) Limited
(Registration number 2002/005616/07)

Sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)

3




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EX-3 5 a2125529zex-3.htm EXHIBIT 3
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Exhibit 3


Durban Roodepoort Deep, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
(Share code: DUR)
(ISIN: ZAE 000015079)
(ARBN number: 086 277 616)
(NASDAQ Trading Symbol: DROOY)
("DRD" or "the company")

DRD SPLITS ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The Board of Durban Roodepoort Deep, Limited (JSE: DUR; NASDAQ: DROOY; ASX: DRD) announced today (19 December 2003) that, with immediate effect, the roles of Chairman and Chief Executive Officer (CEO) have been split and an Independent Senior Non-Executive Director has been appointed.

Ian Murray, formerly Deputy CEO, has become CEO, and will retain responsibility for the financial function.

Geoff Campbell, currently a non-executive director, becomes the Senior Independent Non-Executive Director and will be responsible for effective corporate governance between the Board, the Executive and external stakeholders.

Mark Wellesley-Wood remains as Executive Chairman and will retain responsibility for all operations as well as for the Board.

The DRD Board functions through four principal committees:

    the Executive Committee (Exco), which controls the day to day management of the company, and which will now be chaired by Ian Murray;

    the Audit Committee, which supervises financial controls and the internal audit function, is chaired by independent, non-executive director, Rob Hume with the remaining members consisting of independent, non-executive directors;

    the Remuneration Committee, which handles all remuneration and rewards for all senior staff. It is chaired by Geoff Campbell, also an independent, non-executive director, with the other members consisting of independent, non-executive directors; and

    the Risk Committee, which will be established at the next Board Meeting. This new committee will review risk management and Health, Safety and Environmental Compliance. This new committee will be chaired by an independent non-executive director Doug Blackmur.

2


Commenting on these changes, Mark Wellesley-Wood, said: "Our business is still evolving and these changes serve to provide the stability and certainty in execution necessary for future growth. Ian and I have worked well together over the last three years and I am confident that, with our strengthened management team, DRD's continued growth is assured."

Queries:

South Africa
Ilja Graulich, Durban Roodepoort Deep, Limited
+27 11 381 7826 (office)
+27 83 604 0820 (mobile)

James Duncan, Russell & Associates
+27 11 880 3924 (office)
+27 82 892 8052 (mobile)

Australasia
Paul Downie, Porter Novelli
+61 893 861 233 (office)
+61 414 947 129 (mobile)

Johannesburg
19 December 2003

Sponsor
Standard Corporate & Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)

3




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