F-6 POS 1 drdgoldposteffectiveamendmen.htm POST EFFECTIVE AMENDMENT NO. 1 Converted by FileMerlin

As filed with the Securities and Exchange Commission on July 20, 2007

Registration No. 333-140850

_____________________


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________


POST EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

of


DRDGOLD LIMITED

(FORMERLY KNOWN AS DURBAN ROODEPOORT DEEP, LIMITED)

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)


SOUTH AFRICA

(Jurisdiction of incorporation or organization of issuer)


THE BANK OF NEW YORK

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________


The Bank of New York

ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Peter B. Tisne, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010


It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[X] on July 23, 2007 at 9:00a.m. Eastern Time.

If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]





The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.







PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Location in Form of Receipt

Item Number and Caption

Filed Herewith as Prospectus


1.  Name and address of depositary

Introductory Article


2.  Title of American Depositary Receipts and identity of

Face of Receipt, top center

deposited securities


Terms of Deposit:



(i)  The amount of deposited securities represented

Face of Receipt, upper right corner

by one unit of American Depositary Receipts


(ii)  The procedure for voting, if any, the deposited

Articles number 15, 16 and 18

securities


(iii)  The collection and distribution of dividends

Articles number 4, 12, 13, 15 and 18


(iv)  The transmission of notices, reports and proxy

Articles number 11, 15, 16, and 18

soliciting material



(v)  The sale or exercise of rights

Articles number 13, 14, 15, and 18


(vi)  The deposit or sale of securities resulting from

Articles number 12, 13, 15, 17

dividends, splits or plans of reorganization

and 18


(vii)  Amendment, extension or termination of the

Articles number 20 and 21

deposit agreement


(viii)  Rights of holders of Receipts to inspect the

Article number 11

transfer books of the depositary and the list of

holders of Receipts


(ix)  Restrictions upon the right to deposit of

Articles number 2, 3, 4, 5, 6, 8 and

withdraw the underlying securities

22


(x)  Limitation upon the liability of the depositary

Articles number 14, 18 and 21


3.  Fees and Charges

Articles number 7 and 8


Item – 2.

Available Information


Public reports furnished by issuer

Article number 11










PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of August 12, 1996, as amended and restated as of October 2, 1996, as further amended and restated as of August 6, 1998, as further amended and restated as of _________, 2007, among DRDGOLD Limited, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not Applicable.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.

e.

Certification under Rule 466. – Filed herewith as Exhibit 5.

Item - 4.

Undertakings

Previously Filed.










SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, July 20, 2007.

Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, without par value, of DRDGOLD Limited.

By:

The Bank of New York,
 As Depositary

By: /s/ Joanne F. DiGiovanni

Name: Joanne F. DiGiovanni

Title: Vice President










Pursuant to the requirements of the Securities Act of 1933, DRDGOLD Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Johannesburg, South Africa on July 20, 2007.

DRDGOLD LIMITED

By:  /s/ John W.C. Sayers
Name:  John W.C. Sayers
Title:    Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on July 20, 2007.


/s/ Geoffrey C. Campbell

/s/ Donald J. Puglisi

Name:  Geoffrey C. Campbell

Puglisi & Associates

Non-Executive Chairman

Authorized U.S. Representative

Name:  Donald J. Puglisi

Title:  Managing Director



________________________________

/s/ Jacob H. Dissel

Name:  Douglas J.M. Blackmur

Name:  Jacob H. Dissel

Non-Executive Director

Acting Chief Financial and Alternate

Director

(Principal Accounting & Financial Officer)



/s/ Robert P. Hume

/s/ John W.C. Sayers

Name:  Robert P. Hume

Name:  John W.C. Sayers

Non-Executive Director

Chief Executive Officer and Director

(Principal Executive Officer)



________________________________

Name:  James Turk

Non-Executive Director













INDEX TO EXHIBITS

Exhibit

Number

Exhibit


1

Form of Deposit Agreement dated as of August 12, 1996, as amended

and restated as of October 2, 1996, as further amended and restated as

of August 6, 1998, as further amended and restated as of ________, 2007

among DRDGOLD Limited, The Bank of New York as Depositary, and

all Owners and holders from time to time of American Depositary

Receipts issued thereunder.





4

Previously Filed.


5

Certification under Rule 466.