EMPEROR ANNOUNCES UPDATE ON RESTRUCTURING
Emperor Mines Limited (Emperor or the Company) announced today that an extraordinary general meeting of shareholders will be held in the coming weeks to consider, inter alia, a number of proposals relating to the sale of its interest in the Porgera Joint Venture in Papua New Guinea (the PJV Interest), and to confirm the appointment of two Board members.
Following extensive analysis of the various options available and after taking advice from its advisors, Rothschild Australia Limited, Emperor announced on 12 April 2007 that it had entered into a conditional agreement with Barrick Gold Corporation (Barrick) to sell the PJV Interest for a cash consideration of US$250 million plus an adjustment amount (the Proposed Transaction).
The Proposed Transaction will allow Emperor to retire all major debt facilities, better placing the Company to exploit future growth and acquisition opportunities.
Following negotiations with Barrick, Mineral Resources Enga Limited, the third joint venture partner in the Porgera Joint Venture, has now waived its pre-emptive rights under the Porgera Joint Venture agreement to purchase a portion of the PJV Interest, thus satisfying one of the key conditions precedent to the completion of the Proposed Transaction.
A further key condition precedent is that the Proposed Transaction is approved by Emperor shareholders at a general meeting. Meeting documentation will be dispatched to shareholders shortly. The explanatory memorandum accompanying the Notice of Meeting will set out the impact of the Proposed Transaction and the Company’s strategy going forward.
The Proposed Transaction is also subject to the approval of the shareholders of Emperor’s major shareholder, DRDGOLD Limited (DRDGOLD). DRDGOLD’s shareholders will be asked to consider resolutions to support the Proposed Transaction at a meeting to be held in Johannesburg, South Africa on 27 July 2007. Emperor has been advised by the Board of DRDGOLD that it is supportive of the Proposed Transaction and intends to recommend that its shareholders vote in favour of the Proposed Transaction.
A significant proposal related to the Proposed Transaction is a capital return to all Emperor shareholders. As part of Emperor’s strategy to maximise returns to shareholders wherever possible, and to allow Emperor shareholders to benefit directly from the cash proceeds to be received by the Company if the sale of the PJV Interest is successfully completed, Emperor proposes to undertake a capital return to shareholders of 5c for every share held (the Capital Return). The Capital Return will be conditional upon the approval of Emperor shareholders being obtained and the successful completion of the Proposed Transaction.
It is expected that Emperor will return to shareholders approximately A$52 million (based on 1,046,005,621 Emperor shares in issue as at 8 June 2007 and assuming no new issues of shares pursuant to options or other convertible instruments) of the surplus cash that will be realised if the Proposed Transaction successfully completes. The remaining cash resources of approximately A$63 million will be used by the Company to fund its existing operations as well as to pursue strategic acquisition and growth opportunities. The proposed timetable for the Capital Return (including the record date for participating in that Capital Return) will be advised to the ASX Limited (the ASX) in due course.
In accordance with the Company’s Constitution, shareholders will also be asked to confirm the appointment of two recently elected Board members, being Mr John Sayers and Mr Ian McMaster.
Director - Corporate Communications
Emperor Mines Limited
20 June 2007
BDO QuestCo (Pty) Limited