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Exhibit 4
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[DURBAN ROODEPOORT DEEP, LIMITED LETTER HEAD]
CONVERTIBLE NOTE ISSUE ("THE ISSUE")
1. INTRODUCTION
Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), Financial
Advisor to DRD in relation to the issue, and CIBC World Markets ("CIBC"),
Manager to the Issue, are authorised to announce the private placement by
DRD of a principal amount of US$60 million of its 6% Senior Convertible
Notes due 2006 ("the Notes"). The private placement is expected to close
on 12 November, 2002 ("the Issue Date"). DRD has also granted CIBC an over
allotment option to purchase up to an additional principal amount of $6
million of the Notes for a period of 30 days following closing of the
private placement.
The Notes were offered to qualified institutional buyers in the United
States ("US"), in reliance on Rule 144A of the Securities Act of 1933, as
amended ("the Securities Act"), and to non-US persons, in reliance on
Regulation 8 of the Securities Act. The Notes were offered to public
shareholders in terms of the Listing Requirements of the JSE Securities
Exchange South Africa ("JSE"). The Notes have not been registered under the
Securities Act and may not be offered or sold in the US absent of
registration under the Securities Act or an exemption from the registration
requirements of the Securities Act and other applicable securities laws.
This news release does not constitute an offer to sell or the solicitation
of an offer to buy the Notes in the United States, nor shall there be any
sale of the Notes in any state in which any such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
2. TERMS OF THE NOTES
The Notes have been issued at par and bear a coupon of 6% per annum payable
semi-annually in arrear in equal installments. The Notes are convertible
into ordinary shares of DRD ("the Shares") at the option of the
Noteholders. The conversion price has been set at 375 US cents per Share,
subject to adjustment in certain events, representing a 21.4% premium to
the closing price of DRD's American Depository Receipts ("ADRs") on NASDAQ
on 1 November 2002. The Notes are senior and unsecured obligations of DRD.
Application will be made for the Shares issuable upon conversion of the
Notes to be listed on the JSE, the Australian Stock Exchange, the London
Stock Exchange, the Brussels Bourse and the Pane Bourse. There is no
intention for the Notes to be listed on any exchange.
DRD is entitled to redeem the Notes at their accreted value plus accrued
interest, if any, subject to certain prescribed conditions being fulfilled,
after the third anniversary of the Issue Date. If not converted or
previously redeemed, the Notes will be repaid at 102.5% of their principal
amount plus accrued interest on the non business day following their
maturity date of 12 November 2006.
3. USE OF PROCEEDS
The net proceeds of the issue will be used by DRD for various purposes,
including, but not limited to:
- upgrading existing metallurgical plants and expanding mining
operations;
- mineral exploration and resource evaluation on currently owned
mineral rights;
- selected acquisitions of gold producing businesses or companies;
- capital expenditures designed to reduce administration and
production costs; and
- general corporate purposes, including the funding of working
capital requirements.
4. FAIR AND REASONABLE OPINION
RMB has reported to the board of directors of DRD that the terms of the
issue are fair and reasonable to the shareholders of DRD. A copy of RMB's
opinion in this regard is available for inspection at the offices of DRD
during normal business hours.
5. FINANCIAL EFFECTS OF THE ISSUE
The PRO-FORMA financial effects of the issue are set out in the table
below.
<Table>
<Caption>
BEFORE THE ISSUE AFTER THE ISSUE CHANGE
NOTE (CENTS) (CENTS) %
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Headline earnings per share 1 -306 -265 + 13.6
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Fully diluted headline earnings per share 1 -296 -225 + 24.1
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Net asset value per share 2 247 512 +107.0
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Diluted net asset value per share 3 227 469 +107.0
</Table>
Notes
1 The headline earnings per share and fully diluted headline earnings
per share set out in the "Before the Issue" column are based on the
audited financial statements for the financial year ended 30 June 2002
and calculated using a weighted average shares in issue of 161,6?4,64?
and 1?7,307,43?, respectively. The headline earnings per share and
fully diluted headline earnings per share set out in the "After the
Issue" column are based on the audited financial statements for the
year ended 30 June 2002, adjusted for the assumptions that:
- the Notes were issued on 1 July 2001; and
- the net proceeds of the Issue earned a pre-tax rate of return
of 15% for the 12-month period ended 30 June 2002. The fully diluted
headline earnings per share set out in the "After the Issue" column
has been based on the assumption that the Notes are converted into
16,000,000 shares, representing approximately 9% of DRD's current
shares in issue, resulting in a pro-forma fully diluted weighted
average shares in issue of 1?3,307,435.
2 The net asset value per share set out in the "Before the Issue" column
is based on the audited financial statements for the financial year
ended 30 June 2002 and 177,173,485 shares in issue at that date. The
net asset value per share set out in the "After the Issue" column is
based on the audited financial statements for the year ended 30 June
2002, adjusted for the assumption that the Notes were issued on 30
June 2002.
3 The diluted net asset value per share set out in the "Before the
Issue" column is based on the audited financial statements for the
financial year ended 30 June 2002. The diluted net asset value per
share set out in the "After the issue" column is based on the audited
financial statements for the year ended 30 June 2002, adjusted for the
assumption that the Notes were issued and converted into 16,000,000
shares on 30 June 2002, resulting in 183,173,485 shares in issue on a
fully diluted basis at that date.
6. REGISTRATION
DRD has agreed to file a registration statement with the Securities and
Exchange Commission of the United States ("SEC") covering the resale of the
Notes and the resale of the Shares issuable upon conversion of the Notes,
as represented by ADRs trading on NASDAQ, within 90 days of the issue of
the Notes. DRD has agreed to use the reasonable best efforts to cause such
registration statement to become effective within 180 days of the issue of
the Notes. Noteholders will be entitled to liquidated damages if such
deadlines are not met.
7. GENERAL
This announcement appears as a matter of record only in accordance with the
Listings Requirements of the JSE and does not constitute an offer to sell
or the solicitation of an offer to acquire any Notes.
Johannesburg
4 November 2002