6-K
Drdgold Ltd (DRD)
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 December 2021
Commission File Number 0-28800
______________________
DRDGOLD Limited
Constantia Office Park
Cnr 14th Avenue and Hendrik Potgieter Road
Cycad House, Building 17, Ground Floor
Weltevreden Park
1709
(
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
☐
No
☑
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 December 2021,
incorporated by reference herein:
Exhibit
99.1
Release dated December 7, 2021, “DEALINGS IN SECURITIES”
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: December 7, 2021
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)
ISIN: ZAE000058723
JSE share code: DRD
NYSE trading symbol: DRD
(“
DRDGOLD
”)
DEALINGS IN SECURITIES
Shareholders of DRDGOLD (“
Shareholders
”) are advised that in terms of the equity settled long-term incentive
scheme (“
LTI Scheme
”), as approved by
Shareholders on 2
December 2019, qualifying employees
are awarded
conditional
shares
on
an
annual
basis,
comprising
performance
shares
(80%
of
the
total
conditional
shares
awarded) and retention shares (20% of the total conditional
shares awarded) (“
Awards
”).
Awards vest 3 years
after grant date
(“
Vesting Period
”), subject to
the rules of
the LTI Scheme, including certain
performance conditions being met.
Notwithstanding the Vesting Period, the LTI Scheme made provision for
50%
of the Awards made
in December 2019 (“
2019 Awards
”) to vest in
December 2021 (being
2 years after the
grant
date) and the remaining 50% to vest in December 2022 (being 3 years after the grant date),
subject to the rules
of the LTI Scheme. Vested
Awards are settled in the form of DRDGOLD ordinary shares (“
DRDGOLD Shares
”)
at a zero-exercise price.
DRDGOLD hereby advises
Shareholders that the
2019 Awards to
directors, prescribed officers
and the
company
secretary of DRDGOLD and its
major subsidiaries have partially vested and
certain directors, prescribed officers
and the company secretary of DRDGOLD and its major subsidiaries have sold all or a portion of the DRDGOLD
Shares received pursuant to such vesting, as further detailed
below:
Nature of transactions and class of securities:
Off-market
vesting
of
50%
of
the
2019
Awards
on
2 December 2021
(“
Vesting
”)
and
the
subsequent
on-market sale
of DRDGOLD
Shares received
pursuant to
the Vesting (“
Sale
”)
Nature and extent of interests:
Direct beneficial
Dates and pricing applicable to the Sales:
Date of Sale
Volume
weighted
average price
per DRDGOLD
Share
Highest trading
price per
DRDGOLD
Share
lowest trading
price per
DRDGOLD
Share
Transaction 1
2 December
2021
R14.02980
R14.30
R14.00
Transaction 2
3 December
2021
R14.01732
R14.06
R14.00
Name of director of DRDGOLD:
Niël Pretorius
Vesting
Number of conditional shares subject to Vesting:
534 661
(427 729
performance
shares
and
106 932
retention shares)
Deemed value of vested conditional shares:
R7 886 249.75 (note 1)
Sales
Transaction 1:
- Number of DRDGOLD Shares:
14 909
- Total value of transaction:
R209 170.29
Transaction 2:
- Number of DRDGOLD Shares:
90 091
- Total value of transaction:
R1 262 834.38
The table
below provides
a summary
of the
participation by
Mr Niël
Pretorius in
the LTI
Scheme, following
the abovementioned Vesting:
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
534 661 (427 729
performance shares
and 106 932 retention
shares)
R3 288 165.15
2 December 2022 (note 3)
22 October 2020
332 497 (265 998
performance shares
and 66 499 retention
shares)
R6 460 416.71
22 October 2023
20 October 2021
549 986 (439 989
performance shares
and 109 997 retention
shares)
R7 452 310.30
20 October 2024
Name of director of DRDGOLD:
Riaan Davel
Vesting
Number of conditional shares subject to Vesting:
258
761
(207
009
performance
shares
and
51
752
retention shares)
Deemed value of vested conditional shares:
R3 816 724.75 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
17 085
-
Total
value of transaction:
R239 699.13
Transaction 2:
-
Number of DRDGOLD Shares:
103 238
-
Total
value of transaction:
R1 447 120.08
The table
below provides
a summary
of the
participation
by Mr
Riaan
Davel
in the
LTI
Scheme,
following
the abovementioned Vesting:
Grant date
Number of conditional
shares awarded which
remain subject to vesting
Deemed value
(note 2)
Vesting date
2 December 2019
258 761 (207 009
performance shares and
51 752 retention shares)
R1 591 380.15
2
December
2022
(note
3)
22 October 2020
160 919 (128 735
performance shares and
32 184 retention shares)
R3 126 656.17
22 October 2023
20 October 2021
292 796 (234 237
performance shares and
58 559 retention shares)
R3 967 385.80
20 October 2024
Name of prescribed officer of DRDGOLD:
Jaco Schoeman
Vesting
Number of conditional shares subject to Vesting:
258
761
(207
009
performance
shares
and
51
752
retention shares)
Deemed value of vested conditional shares:
R3 816 724.75 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
26 092
-
Total
value of transaction:
R366 065.54
Transaction 2:
-
Number of DRDGOLD Shares:
157 669
-
Total
value of transaction:
R2 210 096.83
The
table
below
provides
a
summary
of
the
participation
by
Mr
Jaco
Schoeman
in
the
LTI
Scheme,
following
the abovementioned Vesting:
Grant date
Number of conditional
shares awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
258 761 (207 009
performance shares and
51 752 retention shares)
R1 591 380.15
2 December 2022 (note 3)
22 October 2020
160 919 (128 735
performance shares and
32 184 retention shares)
R3 126 656.17
22 October 2023
20 October 2021
292 796 (234 237
performance shares and
58 559 retention shares)
R3 967 385.80
20 October 2024
Name of prescribed officer /
company secretary of
DRDGOLD:
Elise Beukes
Vesting
Number of conditional shares subject to Vesting:
38 181 (30 545 performance shares and 7 636 retention
shares)
Deemed value of vested conditional shares:
R563 169.75 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
5 421
-
Total
value of transaction:
R76 055.55
Transaction 2:
-
Number of DRDGOLD Shares:
32 760
-
Total
value of transaction:
R459 207.40
The
table
below
provides
a
summary
of
the
participation
by
Ms
Elise
Beukes
in
the
LTI
Scheme,
following
the abovementioned Vesting:
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
38 181 (30 545
performance shares
and 7 636 retention
shares)
R234 813.15
2 December 2022 (note 3)
22 October 2020
23 744 (18 995
performance shares
and 4 749 retention
shares)
R461 345.92
22 October 2023
20 October 2021
39 275 (31 420
performance shares
and 7 855 retention
shares)
R532 176.25
20 October 2024
Name
of
director
of
Ergo
Mining
Proprietary
Limited:
Henry Gouws
Vesting
Number of conditional shares subject to
Vesting:
177
498
(141
998
performance
shares
and
35
500
retention shares)
Deemed value of vested conditional shares:
R2 618 095.50 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
25 203
-
Total
value of transaction:
R353 593.05
Transaction 2:
-
Number of DRDGOLD Shares:
152 295
-
Total
value of transaction:
R2 134 767.75
The table below provides a summary
of the participation by Mr
Henry Gouws in the LTI Scheme, following
the abovementioned Vesting:
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
177 498 (141 998
performance shares
and 35 500 retention
shares)
R1 091 612.70
2 December 2022 (note 3)
22 October 2020
110 383 (88 306
performance shares
and 22 077 retention
shares)
R2 144 741.69
22 October 2023
20 October 2021
182 585 (146 068
performance shares
and 36 517 retention
shares)
R2 474 026.75
20 October 2024
Name
of
director
of
Ergo
Mining
Proprietary
Limited:
Mark Burrell
Vesting
Number of conditional shares subject to Vesting:
117
639
(94
111
performance
shares
and
23
528
retention shares)
Deemed value of vested conditional shares:
R1 735 175.25 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
16 704
-
Total
value of transaction:
R234 353.78
Transaction 2:
-
Number of DRDGOLD Shares:
100 935
-
Total
value of transaction:
R1 414 838.19
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
117 639 (94 111
performance shares
and 23 528 retention
shares)
R723 479.85
2 December 2022 (note 3)
22 October 2020
73 158 (58 526
performance shares
and 14 632 retention
shares)
R1 421 459.94
22 October 2023
20 October 2021
121 011 (96 809
performance shares
and 24 202 retention
shares)
R1 639 699.05
20 October 2024
The table below provides a summary
of the participation by Mr Mark
Burrell in the LTI
Scheme, following
the abovementioned Vesting:
Name
of
director
of
Far
West
Gold
Recoveries
Proprietary Limited:
Henriette Hooijer
Vesting
Number of conditional shares subject to Vesting:
80 293 (64
234 performance shares
and 16 059
retention
shares)
Deemed value of vested conditional shares:
R1 184 321.75 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
5 301
-
Total
value of transaction:
R74 371.97
Transaction 2:
-
Number of DRDGOLD Shares:
32 035
-
Total
value of transaction:
R449 044.85
The table below provides a summary of the participation by Ms Henriette Hooijer in the LTI
Scheme,
following
the abovementioned Vesting:
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
80 293 (64 234
performance shares
and 16 059 retention
shares)
R493 801.95
2 December 2022 (note 3)
22 October 2020
62 415 (49 932
performance shares
and 12 483 retention
shares)
R1 212 723.45
22 October 2023
20 October 2021
103 242 (82 594
performance shares
and 20 648 retention
shares)
R1 398 929.10
20 October 2024
Name
of
director
of
Far
West
Gold
Recoveries
Proprietary Limited:
Kevin Kruger
Vesting
Number of conditional shares subject to Vesting:
146
977
(117
581
performance
shares
and
29
396
retention shares)
Deemed value of vested conditional shares:
R2 167 910.75 (note 1)
Sales
Transaction 1:
-
Number of DRDGOLD Shares:
20 869
-
Total
value of transaction:
R292 787.90
Transaction 2:
-
Number of DRDGOLD Shares:
126 108
-
Total
value of transaction:
R1 767 696.19
The table below provides a summary of the participation by Mr Kevin Kruger in the LTI Scheme, following
the abovementioned Vesting:
Grant date
Number of
conditional shares
awarded which
remain subject to
vesting
Deemed value
(note 2)
Vesting date
2 December 2019
146 977 (117 581
performance shares
and 29 396 retention
shares)
R903 908.55
2 December 2022 (note 3)
22 October 2020
91 403 (73 122
performance shares
and 18 281 retention
shares)
R1 775 960.29
22 October 2023
20 October 2021
151 190 (120 952
performance shares
and 30 238 retention
shares)
R2 048 624.50
20 October 2024
Notes
:
1.
Deemed value is based on the closing price of a DRDGOLD Share on the date immediately preceding the date
of vesting, being R14.75 on 1 December 2021.
2.
Deemed value
is based
on the
DRDGOLD Share
price on
the grant
date, being
R6.15 on
2 December
2019,
R19.43 on 22 October 2020 and R13.55 on 20 October 2021.
3.
50% of
the Awards
made in
December 2019
vested in
2021 (being
2 years
after the
grant date)
and the
remaining
50% will vest in December 2022 (being 3 years after the grant date), subject to the rules of the LTI Scheme.
In compliance
with paragraph
3.66 of
the JSE
Limited Listings
Requirements, prior clearance
was obtained
from
the
chairman
of
the
board
of
directors
of
DRDGOLD.
The
abovementioned
transactions
were
completed outside of a closed period.
Johannesburg
7 December 2021
Sponsor
One Capital