Report of Foreign Issuer (6-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 6-K

REPORT OF A FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For November 2017

Commission File Number 0-28800

______________________

DRDGOLD Limited

1 Sixty Jan Smuts Building, 2

Floor-North Tower

160 Jan Smuts Avenue, Rosebank

South Africa, 2196

(Address of principal executive offices)

______________________

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

Form 20-F

Form 40-F

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

Yes

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

Attached to the Registrant Form 6-K filing for the month of November 2017, incorporated
by reference herein:

Exhibit

99.1

Release dated November 22, 2017, PROPOSED TRANSACTION TO ACQUIRE THE
WRTRP ASSETS FROM SIBANYE-STILLWATER, WAIVER OF MANDATORY
OFFER AND CAUTIONARY ANNOUNCEMENT.

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.

DRDGOLD LIMITED

Date: November 22, 2017

By: /s/ Riaan Davel

Name: Riaan Davel
Title: Chief Financial Officer

Exhibit 99.1

DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE share code: DRD
ISIN: ZAE000058723
NYSE trading symbol: DRD
(“DRDGOLD” or the “Company”)

PROPOSED TRANSACTION TO ACQUIRE THE WRTRP ASSETS FROM SIBANYE-

STILLWATER, WAIVER OF MANDATORY OFFER AND CAUTIONARY ANNOUNCEMENT

Key highlights:

· Creation of an industry-leading surface mining company in partnership with Sibanye-Stillwater

· Increase in gold reserves by 92%, from 2.99 Moz to 5.75 Moz

· Increased production, revenue and extended life of mine

· Regional Tailings Storage Facility (“RTSF”) large enough to receive most of the tailings of the West
Rand providing regional competitive advantage

· Platform for long-term growth in a new operating region

· Introduce substantial shareholder with proven transactional capacity and an international footprint
as a precious metals mining group

Introduction

DRDGOLD shareholders (“Shareholders”) are advised that on 22 November 2017 (“Signature
Date”), DRDGOLD and Sibanye Gold Limited, trading as Sibanye-Stillwater, (“Sibanye-
Stillwater”) (collectively, the “Parties”) entered into an exchange agreement (“DRD Exchange
Agreement”) in terms of which DRDGOLD will acquire selected surface processing plants and
tailings assets (“WRTRP Assets”), by way of the acquisition of a 100% shareholding in a special
purpose vehicle, K2017449061 (South Africa) Proprietary Limited (to be renamed WRTRP
Proprietary Limited) (“WRTRP”) from Sibanye-Stillwater (“Proposed Acquisition”).

Pursuant to the implementation of the Proposed Acquisition, DRDGOLD will allot and issue so
many new ordinary shares in the share capital of DRDGOLD (“Consideration Shares”) as will
result in Sibanye-Stillwater holding approximately 38% of all ordinary shares in the share capital of
DRDGOLD (“DRDGOLD Shares”) in issue (including treasury shares) following the issue of the
Consideration Shares.

Simultaneously, DRDGOLD and Sibanye-Stillwater have entered into an option agreement
(“Option Agreement”) in terms of which DRDGOLD will grant to Sibanye-Stillwater an irrevocable
right and option to subscribe for so many new DRDGOLD Shares (“Option Shares”) as will result
in Sibanye-Stillwater holding 50.1% of all DRDGOLD Shares in issue (including treasury shares)
following the issue of the Consideration Shares and the Option Shares (“Option”).

Background and rationale for the Proposed Transaction

The Proposed Acquisition is in line with DRDGOLD’s strategy of growing its gold surface tailings
retreatment operations and to continue to optimally and sustainably mine its resources. This
represents a meaningful entry to the West Rand region and provides DRDGOLD with the
opportunity to apply the industry-specific expertise and experience gained over the years to the
WRTRP Assets.

The Proposed Acquisition and Option (collectively, the “Proposed Transaction”) are expected to
provide the following benefits to DRDGOLD:

· an increase of about 92% in gold reserves from 2.99 million ounces (“Moz”) to 5.75 Moz;

· the acquisition of surface assets capable of providing cash flows in the short term, with low
initial capital expenditure, to support future growth and development of the project;

· the potential to increase production, revenue and increase DRDGOLD’s reserve base which
extends the life of mine;

· RTSF large enough to receive most of the tailings of the West Rand providing a competitive
advantage in the region;

· a reduction in overhead unit costs through increased production;

· addressing the Company’s single asset operating risk;

· securing significant long-term growth in a new operating region;

· providing strategic positioning for further growth;

· providing an opportunity to leverage proven experience to optimally develop the West Rand
Tailings Retreatment Project;

·  in Sibanye-Stillwater, the introduction of a supportive and substantial shareholder with proven
   transactional capacity and an international footprint, to enhance further corporate
   development and growth; and

· the Option (if exercised) will provide additional capital.

Overview of WRTRP

WRTRP is a special purpose vehicle newly incorporated to house the selected surface processing
assets and tailing storage facilities and through which the Proposed Acquisition will be
implemented. Following the implementation of the Proposed Acquisition, WRTRP will be a wholly-
owned subsidiary of DRDGOLD and its primary purpose will be to operate the WRTRP Assets.

The Company will ensure that the provisions of WRTRP’s memorandum of incorporation do not
frustrate or relieve the Company in any way from compliance with its obligations in terms of the
JSE Limited Listings Requirements (“Listings Requirements”).

Overview of the WRTRP Assets

The WRTRP Assets, inter alia, comprises the following:

Asset

Description

Additional tailings dams

Movable surface tailings dams which form part of the gold assets of
the WRTRP Assets and which include Driefontein Dumps 3 and 5,
Kloof 1, Venterspost North and South and Libanon Dump.

DP2 Plant

The Driefontein 2 Plant which is located on Portion 6 of Farm
Blyvooruitzicht No 116 Registration Division I.Q. and Remainder of
Portion 1 of the Farm Driefontein No 113, Registration Division I.Q.,
Gauteng Province.

The DP2 Plant processes surface rock dumps (“SRD”) material,
which is delivered by rail and truck. Throughput is achieved through
two Semi-Autogenous Grinding (“SAG”) mills and a ball milling
circuit, cyanide leaching and a Cleaning-in-place (“CIP”) plant. A
Carbon-in-leach circuit was commissioned in 2014 at DP2 Plant to
improve recoveries by replacing the aging CIP circuit.

DP3 Plant

The Driefontein 3 Plant which is located on Portion 6 of Farm
Blyvooruitzicht No 116, Registration Division I.Q., Gauteng
Province.

The DP3 Plant was originally designed as a uranium plant, but was
converted to process low-grade surface rock in 1998. Similar to DP2
Plant, SRD ore is delivered by rail and truck. This plant has four SAG
mills followed by cyanide leaching and a CIP circuit.

Driefontein 4

The moveable working surface tailing dump which forms part of the
gold assets of the WRTRP Assets.

Pilot Plant

The moveable LogiProc pilot plant established to test the processes,
techniques and assumptions made in the definitive level design of
the full scale retreatment of dumps as part of the WRTRP Assets
and located at Driefontein 1 Plant.

Plan and Materials

Any and all drawings, plans, studies (including feasibility studies of
a geological or geotechnical nature), surveys, reports (including
sampling and assaying reports), maps (including geophysical,
geological and/or drill maps), statements, schedules and other data
in whatever form of a financial, technical, labour, marketing,
administrative, accounting or other matters pertaining to the WRTRP
Assets.

Transferring Land

The land upon which:

·  the proposed Central Processing Plant (“CPP”) will be located
   after the subdivision of the Farm Rietfontein No 347
   Registration Division I.Q. Portion 35 and 73, Gauteng Province;
   and
·  the Regional Tailing Storage Facility and Return Water Dam will
   be located and which is proposed to form part of the WRTRP
   Assets.

Active Tailings Dams

The following currently active tailings dams will also be transferred,
for no additional consideration, once they have been
decommissioned by Sibanye-Stillwater:

· Driefontein 1 and 2
· Kloof 2

· Leeudoorn

Licences to Operate

All the licences, permits, permissions, management plans and
reports, as well as amendments, variations or modifications thereof
from time to time necessary for Sibanye-Stillwater to operate the
WRTRP Assets lawfully.

Access Rights

The grant of access to DRDGOLD of the:

·  Kloof 10 shaft located in the Kloof mining area that is subject to
   the Kloof Mining Right, for the purpose of pumping and
   supplying, at the cost of WRTRP, the required quantities of
   water, as licenced, for the WRTRP Assets;
·  rights, servitudes and agreements for installation, supply and
   distribution and maintenance of power supply; existing and
   proposed pipeline routes; servitudes; wayleaves and surface
   right permits; and
·  Driefontein 1 Gold Plant for the purpose of accessing the Pilot
   Plant.

*Capitalised terms herein should be read as definitions according to the content of this announcement.

DRDGOLD and its strategy for the WRTRP Assets

DRDGOLD has a network of surface assets that is unrivalled in South Africa and is focused on
optimising these assets in order to increase gold production and extend its operational life.

DRDGOLD intends on developing the WRTRP Assets through a phased approach. The first phase
(“Phase 1”) will include upgrading the existing DP2 Plant and DP3 Plant to process tailings from
the Driefontein 5 dump. Phase 1 is estimated to be commissioned within 12 months after
implementation of the Proposed Transaction and will provide for:

· the construction of a reclamation pump station and slurry pipeline at the Driefontein 5 dump
and associated process water pump station and pipeline;

· the upgrading of the DP2 Plant and DP3 Plant from their nameplate capacity of 315 000
tonnes per month (“tpm”) to between 400 000 tpm and 600 000 tpm to treat additional slime;

· the potential upgrading of the Driefontein 4 for additional tailings storage capacity; and

· the refurbishment of conventional Carbon-in-leach (“CIL”) treatment plants (DP2 Plant and
DP3 Plant).

Further evaluation of all dumps through the pilot plant will occur within 24 months. The evaluation
of each resource will include:

· Bulk samples to be trucked to DP3 Plant for evaluation

· CIL, milling, flotation and concentrate leaching

· Blending of various resources to determine the optimal combination and ratio.

Phase 1 is expected to be cash-generative with minimal upfront capital investment required. These
cash flows will be prioritised for the development of subsequent phases. Outputs from Phase 1 will
enable DRDGOLD to refine the original WRTRP process and engineering design as well as
financial and capital models for Phase 2.

Phase 2 will deliver a central, high-volume, CPP capable of processing at least 1 million tpm of
tailings and development of a new RTSF including associated pipeline infrastructure, within an
additional 24-month period.

Salient terms of the Proposed Transaction

6.1.

Salient terms of the Proposed Acquisition

The Proposed Acquisition consists of, inter alia, two separate, but indivisible, simultaneous
transactions as set out below:

·  A disposal by Sibanye-Stillwater of the WRTRP Assets to WRTRP, a wholly-owned
   subsidiary of Sibanye-Stillwater, in exchange for additional ordinary shares in the share
   capital of WRTRP (“WRTRP Shares”), in terms of an exchange agreement entered into
   between Sibanye-Stillwater, WRTRP and DRDGOLD, dated 22 November 2017 (“First
   Exchange Agreement”).

·  The subsequent acquisition by DRDGOLD of all the WRTRP Shares held by Sibanye-
   Stillwater, constituting 100% of the issued ordinary shares of WRTRP, in exchange for
   the Consideration Shares, in terms of the DRD Exchange Agreement.

Each of the above transactions are inter-conditional and will be implemented as an
asset-for-share transaction, as contemplated in section 42 of the Income Tax Act, No. 58 of
1962.

The total purchase consideration payable by DRDGOLD to Sibanye-Stillwater, pursuant to
the implementation of the Proposed Acquisition, amounts to approximately R1.3 billion,
based on:

·  the issue of approximately 265 million DRDGOLD Shares, which will result in Sibanye-
   Stillwater holding approximately 38% of all DRDGOLD Shares in issue (including
   treasury shares) following the issue of the Consideration Shares; and

· the closing price of a DRDGOLD Share on the exchange operated by the JSE Limited
(“JSE”) immediately prior to the Signature Date of R4.96 per DRDGOLD Share.

The Consideration Shares amount to approximately 63% of the DRDGOLD Shares
currently in issue (excluding treasury shares). Accordingly, the Proposed Acquisition is
considered to be a category 1 transaction, as contemplated in paragraph 9.5(b) of the
Listings Requirements.

The Proposed Acquisition will be subject to the fulfilment or waiver of the conditions
precedent as set out in paragraph 7.1 below.

6.2.

Salient terms of the Option

In terms of the Option Agreement, DRDGOLD will grant Sibanye-Stillwater an irrevocable
right and option to subscribe for the Option Shares, which if exercised, will result in Sibanye-
Stillwater holding 50.1% of DRDGOLD, at a cash price per Option Share calculated with
reference to a maximum of a 10% discount to the 30-day volume weighted average price of
a DRDGOLD Share on the JSE immediately preceding the date on which the Option is
exercised.

Sibanye-Stillwater shall be entitled, subject to Sibanye-Stillwater not having disposed of all
or any of the Consideration Shares, to exercise the Option at any time during the period
commencing on the date of implementation of the Proposed Acquisition and expiring
24 months thereafter.

The Option (if exercised) will constitute a specific issue of shares for cash by DRDGOLD,
as contemplated in paragraph 5.51 of the Listings Requirements (“Specific Issue”). In the
event that the Option is exercised, it is intended that the cash proceeds received by
DRDGOLD pursuant to the Specific Issue will be utilised for purposes of funding
DRDGOLD’s capital requirements to develop the WRTRP Assets as envisaged in
paragraph 5 above.

The Specific Issue will be subject to the fulfilment or waiver of the conditions precedent as
set out in paragraph 7.2 below.

6.3.

Ancillary arrangements

Pursuant to the implementation of the Proposed Acquisition, DRDGOLD has issued a
guarantee to and in favour of Sibanye-Stillwater in terms of which, with effect from the date
the Proposed Acquisition is implemented, DRD guarantees the performance of the
obligations of WRTRP to Sibanye-Stillwater.

6.4.

Appointment to the Board

Shareholders are advised that subject to the implementation of the Proposed Acquisition
and the fulfilment of certain conditions precedent, a representative of Sibanye-Stillwater,
will be appointed as a director of the board of directors of DRDGOLD (“Board”).

Conditions Precedent

7.1.

Proposed Acquisition

The implementation of the Proposed Acquisition is subject to the fulfilment or waiver (to the
extent permitted) of, inter alia, the following conditions precedent:

· all agreements governing the Proposed Transaction are executed and become
unconditional in accordance with their terms;

·  the approval by Shareholders of all ordinary and special resolutions required to
   implement the Proposed Acquisition at a general meeting of Shareholders (“General
   Meeting”);

·  the Shareholders, by way of an ordinary resolution at the General Meeting, in
   accordance with the provisions of regulation 86 of the Companies Regulations, 2011,
   waiving the benefit of a mandatory offer which would ordinarily flow from the issue of
   the Consideration Shares to Sibanye-Stillwater, further details of which are set out in
   paragraph 8 below;

· the Licences to Operate having been granted to Sibanye-Stillwater;

· Tthe receipt of all approvals, consents or waivers from those South African regulatory
authorities as may be necessary to implement the Proposed Transaction; and

·  on the date of fulfilment of the last of the above conditions precedent, no circumstance,
   event or matter or combination thereof, which has a material adverse effect on the
   affairs, business, financial condition, operations or property of DRDGOLD shall have
   occurred, save for certain excluded instances.

7.2.

Specific Issue

The Specific Issue is subject to the fulfilment or waiver (to the extent permitted) of, inter alia,
the following conditions precedent:

· the Proposed Acquisition becoming wholly unconditional and thus being implemented;

· the approval by Shareholders of the Specific Issue at the General Meeting;

· Sibanye-Stillwater exercising the Option; and

· the receipt of all approvals, consents or waivers from those South African regulatory
authorities as may be necessary to implement the Specific Issue.

Waiver of Mandatory Offer

As at the date of this announcement, Sibanye-Stillwater does not hold any DRDGOLD Shares.
Following the issue of the Consideration Shares, pursuant to the implementation of the Proposed
Acquisition, Sibanye-Stillwater will hold approximately 38% of all the DRDGOLD Shares in issue
(including treasury shares).

Accordingly, Sibanye-Stillwater will, following the implementation of the Proposed Acquisition, hold
in excess of 35% of the voting securities of the Company and, in accordance with section 123 of
the Companies Act, No. 71 of 2008, be required to extend a mandatory offer to the remaining
Shareholders to acquire any DRDGOLD Shares held by such persons (“Mandatory Offer”).

In the circumstances, the Proposed Acquisition will be subject to Shareholders waiving the benefit
of the Mandatory Offer by way of ordinary resolution at the General Meeting.

Circular

A circular to Shareholders, including revised listings particulars, setting out the full terms and
conditions of the Proposed Transaction and including the notice convening the General Meeting
will be posted to Shareholders in due course.

10. Cautionary announcement

The pro forma financial effects of the Proposed Transaction are still being finalised. In the
circumstances, Shareholders are advised to exercise caution when dealing in the Company’s
securities until a further announcement is made.

Johannesburg
22 November 2017

Sponsor
One Capital

Legal advisor
Malan Scholes Incorporated

This regulatory filing also includes additional resources:
drd_transaction.pdf

DRDGold (NYSE:DRD)
Historical Stock Chart
From Aug 2024 to Sep 2024