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EXHIBIT 4.39
ADDENDUM TO SHAREHOLDERS' AGREEMENT
between:
THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
and
KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED
and
CROWN CONSOLIDATED GOLD RECOVERIES LIMITED
and
CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED
and
DURBAN ROODEPOORT DEEP, LIMITED
BOWMAN GILFILLAN INC.
9th Floor, Twin Towers West
Sandton City
Sandton, 2146
Telephone : (011) 881 9800
Fax : (011) 883 4505
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WHEREAS:
A. KBH, CCGR, DRD, the IDC and the Company entered into a shareholders'
agreement on 14 June 2002 in order to establish the manner in which the
Company is to be managed and to set out the terms governing the
relationship of the IDC, KBH and CCGR as shareholders in the Company ("the
Shareholders' Agreement).
B. The Parties wish to amend the terms and conditions of the Shareholders'
Agreement on the terms set out in this addendum to the Shareholders'
Agreement ("this Addendum").
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
Words and expressions defined in clause 1.1 of the Shareholders' Agreement
shall bear their same meanings in this Addendum, unless the context
otherwise requires.
2. AMENDMENT
The Parties agree that the Shareholders' Agreement shall be amended by the
deletion of the provisions of clause 7 of the Shareholders' Agreement and
by the substitution therefor of the following provisions:
"7. WAREHOUSING ARRANGEMENT
7.1 The Parties record that it is their intention that the IDC shall not
remain a Shareholder of the Company indefinitely but shall transfer
the IDC Shares to KBH in accordance with the provisions of this
clause 7.
7.2 Notwithstanding any provisions to the contrary in this Agreement,
upon repayment of the IDC Loan in full and the IDC receiving an IRR
of at least 11% (eleven per cent) in respect of the IDC Investment,
the IDC shall, immediately and without delay upon receipt of written
notice to do so, transfer
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to KBH the IDC Shares free from all claims, liens, pledges and other
hypothecations and encumbrances, against payment, by KBH, of a
consideration equivalent to the par value of the total number of IDC
Shares then held by the IDC. The provisions of clause 7.6.5 shall
apply mutatis mutandis to this clause 7.2.
7.3 Notwithstanding any provision to the contrary set out in this clause
7, the Parties hereby record that and undertake to each other that
KBH shall have a call option to purchase the entire IDC Investment
(hereinafter referred to as the "KBH Special Option") upon the terms
and subject to the conditions set out in clauses 7.4 to 7.6.9 below.
7.4 The KBH Special Option may be exercised by KBH at any time but not
later than 16h00 of the last Business Day of the 60th (sixtieth)
month from the Completion Date whereafter the KBH Special Option will
lapse.
7.5 KBH shall exercise the KBH Special Option by written notice (the "KBH
Election Notice"), specifying the number of IDC Shares (which shall
be equivalent to all the Shares then held by the IDC) and the amount
of the IDC Loan (which shall be equivalent to the amount then
outstanding on the IDC Loan) which KBH wishes to acquire as well as
the amount, if any, and as reflected in the IRR Certificate, which
the Company will be required to pay to the IDC in order to achieve an
IRR of 15% (fifteen per cent) in respect of the IDC Investment (for
the purposes of this clause 7 the "Early Purchase Amount"), given to
the IDC, with a copy to the other Parties, at any time and on any day
but always in accordance with the time period set out in clause 7.4
above.
7.6 If KBH exercises the KBH Special Option to purchase all of the IDC
Shares and the balance of the IDC Loan in terms of this clause 7,
then the sale and purchase of the IDC Shares and the IDC Loan which
would result shall be on the following terms and conditions:
7.6.1 the IDC Investment shall be sold and purchased free from all
claims, liens, pledges and other hypothecations and encumbrances;
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7.6.2 the purchase price payable by KBH for the IDC Shares shall be the
par value for each of the IDC Shares and shall be payable in
South African Rand only;
7.6.3 the effective date of the purchase and sale of the IDC Investment
shall be the date agreed to by the Company, the IDC and KBH under
this clause 7;
7.6.4 the consideration for the IDC Loan shall be the face value of the
IDC Loan as at the date of exercise of the KBH Special Option;
7.6.5 completion of the sale and purchase of the IDC Investment shall
be effected within 21 (twenty one) days of receipt by the IDC of
the KBH Election Notice (or as soon thereafter as any necessary
regulatory consents have been obtained and subject to compliance
by the IDC with its obligations under this clause 7), at a
meeting to be held at such reasonable time and place as KBH may
specify by not less than 36 (thirty six) hours' prior written
notice to the IDC and at which meeting:
7.6.5.1 the IDC shall deliver the relevant share certificate(s) to
KBH or any nominee(s) for KBH, together with such duly
executed transfer forms as may be required by law for the
transfer of the IDC Shares to KBH or any nominee(s) for KBH,
and a power of attorney in such form and in favour of such
person as KBH may nominate so as to enable KBH to exercise
all rights of ownership in respect of the IDC Shares,
including, without limitation, the voting rights thereto;
7.6.5.2 KBH shall pay the purchase price for the IDC Investment to
the IDC by telegraphic transfer for value on the date of
completion but only against such delivery of the IDC Shares
and a letter of cession by the IDC to KBH of all of the
IDC's claims against the Company in respect of the IDC Loan;
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7.6.5.3 the IDC and KBH shall procure (insofar as they are able)
that such transfer or transfers are duly registered;
7.6.5.4 the IDC shall do all such other things and execute all such
other documents as KBH may require to give effect to the
sale and purchase of the IDC Shares; and
7.6.5.5 the IDC shall, simultaneously with the completion of the
sale and purchase of the IDC Shares, remove the directors
appointed by it and such removal shall take effect without
any liability to the Company for compensation for loss of
office, loss of employment or otherwise; and
7.6.5.6 the IDC shall furnish KBH and the other Parties with a
certificate ("the IRR Certificate") which shall state:
7.6.5.6.1 the IRR yielded by the IDC Investment and received by
the IDC as at the date of the issuance of the IRR
Certificate;
7.6.5.6.2 the Early Purchase Amount, if any, which the Company is
to pay to the IDC,
which IRR Certificate shall be prima facie evidence of the
Early Purchase Amount;
7.6.6 each of KBH and the IDC use their reasonable endeavours (costs to
be shared equally by both these Parties) to obtain any regulatory
consents that are required by law to enable the sale and purchase
of the IDC Shares to be completed; if such consents are refused
the purchase and sale shall become void and the IDC and KBH shall
be released from their obligations under this clause 7 but they
shall negotiate with each other in good faith with a view to
achieving an alternative solution;
7.6.7 simultaneously with the completion of a sale and purchase of the
IDC Shares:
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7.6.7.1 the IDC shall procure that the IDC's obligations for all
loans, loan capital, borrowings and indebtedness in the
nature of borrowings owed to the Company by the IDC
(together with any accrued interest) are either delegated by
the IDC to KBH at such value as may be agreed between the
IDC and KBH, or failing agreement between them, are repaid
by the IDC to the Company;
7.6.7.2 KBH shall agree to the assignment to it of all rights and
obligations under any guarantees or indemnities given by the
IDC to or in respect of the Company and, pending such
assignment and consequent release of the IDC, shall
indemnify the IDC in respect thereof.
7.6.8 the IDC's obligation to transfer the IDC Shares to KBH in terms
of this clause 7 shall be conditional on the compliance by KBH
with its obligations under clause 7.6.7.2; and
7.6.9 notwithstanding anything to the contrary anywhere else in this
clause 7, the IDC shall be obliged to cede to KBH, and KBH shall
be obliged to acquire from the IDC, the whole of the IDC Loan at
the same time as the IDC Shares are transferred to KBH.".
3. EFFECT OF THIS ADDENDUM
3.1 This Parties agree that this Addendum shall be deemed to have
been entered into between the Parties simultaneously with the
Shareholders' Agreement.
3.2 The Parties agree that all provisions of the Shareholders'
Agreement, other than those of clause 7 of the Shareholders'
Agreement which are amended in terms of clause 2 above, shall
remain as is recorded in the Shareholders' Agreement.
4. GENERAL
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4.1 COUNTERPARTS
This Addendum may be signed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Any Party may enter into this Addendum by signing any such
counterpart.
4.2 COSTS
Each Party shall bear its own costs incurred by it to its attorneys
and other professional advisors for the preparation and signing of
this Addendum.
SIGNED at Sandton on 14 June 2002.
For: THE INDUSTRIAL DEVELOPMENT
CORPORATION OF SOUTH AFRICA
LIMITED
/s/ Nam Tshivhase
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Signatory: Nam Tshivhase
Capacity: General Counsel
Authority: Resolution
and
/s/ M. Netshitangani
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Signatory: M. Netshitangani
Capacity: Head of department
Authority: Resolution
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SIGNED at Sandton on 14 June 2002.
For: KHUMO BATHONG HOLDINGS
(PROPRIETARY) LIMITED
/s/ M.P. Ncholo
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Signatory: M.P. Ncholo
Capacity: CEO
Authority: Resolution
SIGNED at Sandton on 14 June 2002.
For: CROWN GOLD RECOVERIES
(PROPRIETARY) LIMITED
/s/ I.L. Murray
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Signatory: I.L. Murray
Capacity: Director
Authority: Resolution
SIGNED at Sandton on 14 June 2002.
For: CROWN CONSOLIDATED GOLD
RECOVERIES LIMITED
/s/ I.L. Murray
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Signatory: I.L. Murray
Capacity: Director
Authority: Resolution
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SIGNED at Sandton on 14 June 2002.
For: DURBAN ROODEPOORT DEEP,
LIMITED
/s/ I.L. Murray
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Signatory: I.L. Murray
Capacity: Director
Authority: Resolution