DRDGOLD LTD — Regulatory Filings 2021

Dec 7, 2021

6-K 1 dealinginsecurities07.htm 6-K DEALINGS IN SECURITIES EDGAR HTML document created by Certent CDM HD version: 21.3.5 dealinginsecurities07

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 SaleVolumeHighest tradinglowest trading

weightedprice perprice per

average priceDRDGOLDDRDGOLD

per DRDGOLDShareShare

Share Transaction 12 DecemberR14.02980R14.30R14.00 2021 Transaction 23 DecemberR14.01732R14.06R14.00 2021

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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 2019534 661 (427 729R3 288 165.152 December 2022 (note 3)
performance shares and 106 932 retention shares)
22 October 2020332 497 (265 998R6 460 416.7122 October 2023 performance shares and 66 499 retention shares)
20 October 2021549 986 (439 989R7 452 310.3020 October 2024 performance shares and 109 997 retention shares)

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 dateNumber of conditionalDeemed valueVesting date

shares awarded which(note 2)

remain subject to vesting 2 December 2019258 761 (207 009R1 591 380.152 December 2022 (note performance shares and3)

51 752 retention shares)
22 October 2020160 919 (128 735R3 126 656.1722 October 2023 performance shares and 32 184 retention shares)
20 October 2021292 796 (234 237R3 967 385.8020 October 2024 performance shares and 58 559 retention shares)

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 dateNumber of conditionalDeemed valueVesting date

shares awarded which(note 2)

remain subject to

vesting 2 December 2019258 761 (207 009R1 591 380.152 December 2022 (note 3)
performance shares and 51 752 retention shares)
22 October 2020160 919 (128 735R3 126 656.1722 October 2023 performance shares and 32 184 retention shares)
20 October 2021292 796 (234 237R3 967 385.8020 October 2024 performance shares and 58 559 retention shares)

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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 201938 181 (30 545R234 813.152 December 2022 (note 3)
performance shares and 7 636 retention shares)
22 October 202023 744 (18 995R461 345.9222 October 2023 performance shares and 4 749 retention shares)
20 October 202139 275 (31 420R532 176.2520 October 2024 performance shares and 7 855 retention shares)

Name of director of Ergo Mining Proprietary Limited:Henry Gouws

Vesting Number of conditional shares subject to177 498 (141 998 performance shares and 35 500 Vesting: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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 2019177 498 (141 998R1 091 612.702 December 2022 (note 3)
performance shares and 35 500 retention shares)
22 October 2020110 383 (88 306R2 144 741.6922 October 2023 performance shares and 22 077 retention shares)
20 October 2021182 585 (146 068R2 474 026.7520 October 2024 performance shares and 36 517 retention shares)

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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 2019117 639 (94 111R723 479.852 December 2022 (note 3)
performance shares and 23 528 retention shares)
22 October 202073 158 (58 526R1 421 459.9422 October 2023 performance shares and 14 632 retention shares)
20 October 2021121 011 (96 809R1 639 699.0520 October 2024 performance shares and 24 202 retention shares)

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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 201980 293 (64 234R493 801.952 December 2022 (note 3)
performance shares and 16 059 retention shares)

22 October 202062 415 (49 932R1 212 723.4522 October 2023

performance shares and 12 483 retention shares)
20 October 2021103 242 (82 594R1 398 929.1020 October 2024 performance shares and 20 648 retention shares)

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 dateNumber ofDeemed valueVesting date

conditional shares(note 2)

awarded which

remain subject to

vesting 2 December 2019146 977 (117 581R903 908.552 December 2022 (note 3)
performance shares and 29 396 retention shares)
22 October 202091 403 (73 122R1 775 960.2922 October 2023 performance shares and 18 281 retention shares)
20 October 2021151 190 (120 952R2 048 624.5020 October 2024 performance shares and 30 238 retention shares)

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

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