POS AM 1 lon463621.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3

As filed with the Securities and Exchange Commission on February 23, 2006

Registration No. 333-102800

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

DRDGOLD LIMITED

(Exact name of registrant as specified in its charter)

 

Republic of South Africa

(State or other jurisdiction of incorporation or organisation)

1040

(Primary standard industrial classification code number)

Not Applicable

(IRS employer identification number)

 

299 Pendoring Avenue

Blackheath, Randburg

South Africa, 2195

(+27-11) 219-8700

 

(Address including zip code, and telephone number, including area code of Registrant’s principal

executive offices)

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 590-9200

 

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

 

Copies to:

D.J. Pretorius

DRDGOLD Limited

299 Pendoring Avenue

Blackheath, Randburg

South Africa, 2195

(+27-11) 219-8700

Richard A. Ely

Skadden, Arps, Slate, Meagher & Flom
(UK) LLP

40 Bank Street

London E14 5DS England

(+44 20) 7519 7000

 

 

Approximate date of commencement of proposed sale to the public: This Post-Effective Amendment No. 1 deregisters those 6% Senior Convertible Notes due 2006 and any ordinary shares and American Depositary Shares issuable upon conversion of the notes that remain unsold hereunder as of the date hereof.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

 



 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering. o

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

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DEREGISTRATION OF SECURITIES

 

On January 29, 2003, DRDGOLD Limited (then, Durban Roodeport Deep, Limited) (the "Registrant") filed a registration statement on Form F-3 (File No. 333-102800) (the "Registration Statement") for purposes of registering $66,000,000 aggregate principal amount of the Registrant's 6% Senior Convertible Notes due 2006 (the "Notes") and 17,600,002 ordinary shares and American Depositary Shares represented by American Depositary Receipts (the "Conversion Shares") into which such Notes are convertible at the rate of 266.6667 ordinary shares per $1,000 principal amount of the Notes, subject to adjustment. On May 2, 2003, the Registrant filed Amendment No. 1 to the Registration Statement. On July 23, 2003, the Registrant filed Amendment No. 2 to the Registration Statement. On September 10, 2003, the Registrant filed Amendment No. 3 to the Registration Statement. On September 30, 2003, the Registrant filed Amendment No. 4 to the Registration Statement. Since that time and from time to time, the Registrant has filed prospectus supplements on Form 424(b)(3) for the benefit of holders of Notes not previously included as a "Selling Securityholder" under the Registration Statement.

 

Pursuant to the terms of the Registration Rights Agreement between the Registrant and CIBC World Markets Corp., the Registrant is obligated to maintain effectiveness of the Registration Statement only until, inter alia, the date two years after the Registration Statement was declared effective. The Registration Statement was declared effective on September 30, 2003, and accordingly, the Registrant's obligation to maintain effectiveness of the Registration Statement ceased on September 30, 2005. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all of the Notes and Conversion Shares that remain unsold and unissued under the Registration Statement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Johannesburg, South Africa, on February 21, 2006.

 

 

DRDGOLD, Limited

 

By: /s/ MARK M. WELLESLEY-WOOD

 

Mark M. Wellesley-Wood

 

Chief Executive Officer

 

 

 

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

 

Signature

Title

Date

 

 

 

/s/ MARK M. WELLESLEY-WOOD

Chief Executive Officer

February 21, 2006

Mark M. Wellesley-Wood

 

 

 

 

 

 

 

 

 

 

 

/s/ JOHN W.C. SAYERS

Chief Financial Officer

February 21, 2006

John W.C. Sayers

 

 

 

 

 

 

 

 

*

 

 

 

Non-Executive Chairman

February 21, 2006

Geoffrey C. Campbell

 

 

 

 

 

 

 

 

*

 

 

 

Non-Executive Director

February 21, 2006

Robert P. Hume

 

 

 

 

 

 

 

 

 

 

 

/s/ DOUGLAS J.M. BLACKMUR

Non-Executive Director

February 21, 2006

Douglas J.M. Blackmur

 

 

 

 

 

 

 

 

 

 

 

/s/ JAMES TURK

 

 

James Turk

Non-Executive Director

February 21, 2006

 

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* By:

/s/ MARK M. WELLESLEY-WOOD

 

February 21, 2006

 

Mark M. Wellesley-Wood

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

Authorized Representative in the United States

 

 

 

 

 

 

PUGLISI & ASSOCIATES

 

 

 

 

 

 

 

 

 

By:

/s/ DONALD J. PUGLISI

 

February 21, 2006

 

Name: Donald J. Puglisi

Title: Managing Director

 

 

 

 

 

 

 

 

 

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