UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||
WASHINGTON, D.C. 20549 | |||
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FORM 20-F/A | |||
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☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
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☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
OR | |||
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
OR | |||
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 | ||
For the fiscal year ended June 30, 2018 | |||
| Commission file number 0-28800 | ||
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| DRDGOLD LIMITED | ||
| (Exact name of Registrant as specified in its charter and translation of Registrant's name into English) | ||
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REPUBLIC OF SOUTH AFRICA | |||
(Jurisdiction of incorporation or organization) | |||
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1 Sixty Jan Smuts Building, 2nd Floor - North Tower, 160 Jan Smuts Avenue, Rosebank, 2196, South Africa | |||
(Address of principal executive offices) | |||
Riaan Davel, Chief Financial Officer, Tel. no. +27 11 470 2600, Email riaan.davel@drdgold.com | |||
Francois Bouwer, Group Financial Accountant, Tel. no. +27 11 470 2600, Email francois.bouwer@drdgold.com | |||
1 Sixty Jan Smuts Building, 2nd Floor - North Tower, 160 Jan Smuts Avenue, Rosebank, 2196, South Africa | |||
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) | |||
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Title of each class | Name of each exchange on which registered: | ||
Ordinary shares (traded in the form of American Depositary Shares, each American Depositary Share representing ten underlying ordinary shares.) | The New York Stock Exchange, Inc | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act | |||
None | |||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act | |||
None | |||
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. | |||
As of June 30, 2018 the Registrant had outstanding 431,429,767 ordinary shares, of no par value. | |||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |||
| Yes ☐ No ☑ |
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If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | |||
| Yes ☐ No ☑ |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||
| Yes ☑ No ☐ |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | |||
| Yes ☑ No ☐ |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||
| Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Emerging growth company ☐ | ||
If any emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. | |||
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. | |||
| U.S. GAAP ☐ International Financial Reporting Standards as issued by the IASB ☑ Other ☐ |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. | |||
| Item 17 ☐ Item 18 ☐ |
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |||
| Yes ☐ No ☑ |
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EXPLANATORY STATEMENT
This Amendment No. 2 on Form 20-F/A has been filed by DRDGOLD Limited (the "Company") (i) to amend the annual report on Form 20-F for the fiscal year ended June 30, 2018, filed on October 31, 2018 and amended on November 7, 2018, to submit its Interactive Data File (as defined in Rule 11 of Regulation S-T) with respect to the audited consolidated financial statements of the DRDGOLD Limited and its subsidiaries for that fiscal year as an exhibit to the Form 20-F pursuant to paragraph 101 under “Instructions as to Exhibits” of Form 20-F in accordance with Rule 405 of Regulation S-T, and (ii) to claim a Regulation S-T Section 232.201(c) hardship exemption by including the required text of Section 232.201(c)(1)(i) in Exhibit 99.1 herein. Due to unanticipated technical difficulties preventing the timely preparation and submission of this interactive data exhibit, the Company has relied on the temporary hardship exemption provided by Rule 201 of Regulation S-T.
Other than as expressly set forth below, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any Item of the Form 20-F.
ITEM 19. EXHIBITS
The following exhibits are filed as a part of this Amendment No.2:
99.1 | 232.201(c) Regulation S-T legend regarding hardship exemption |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Scheme Linkbase Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this 20-F/A on its behalf.
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| DRDGOLD LIMITED | |
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| By: | /s/ D.J. Pretorius D.J. Pretorius Chief Executive Officer
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| By: | /s/ A.J. Davel A.J. Davel Chief Financial Officer |
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Date: December 3, 2018 |
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