0001023512 2022 FY --06-30 TRUE T3 International Financial Reporting Standards ☑ 0001023512 2021-07-01 2022-06-30 0001023512 dei:BusinessContactMember 2021-07-01 2022-06-30 0001023512 2022-06-30 xbrli:shares
UNITED STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 2054 9
FORM
20-F/A
(Amendment
No. 2)
☐
REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b)
OR (g) OF
THE SECURITIES
EXCHANGE ACT
OF 1934
OR
☑
ANNUAL REPORT
PURSUANT TO
SECTION 13
OR 15(d)
OF THE SECURITIES
EXCHANGE ACT
OF 1934 For
the fiscal
year
ended
June 30, 2022
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
Commission
file number
0-28800
DRDGOLD LIMITED
(Exact name
of Registrant
as specified
in its charter
and translation
of Registrant's
name into English)
REPUBLIC OF
SOUTH AFRICA
(Jurisdiction
of incorporation
or organization)
Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House, Building 17, Ground Floor
Weltevreden Park
1709
,
South Africa
(Address
of principal
executive offices)
Riaan Davel
, Chief Financial
Officer, Tel. no. +
27
11
470 2600
, Email
riaan.davel@drdgold.com
Mpho Mashatola,
Group Financial
Manager Tel. no. +27
11 470 2600, Email
mpho
.
mashatola@drdgold.com
(Name, Telephone,
Email and/or
Facsimile
number and Address
of Company Contact
Person)
Securities
registered or
to be registered
pursuant to Section
12(b) of the
Act
Title of each
class:
Trading symbol
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.)
DRD
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.
864,588,711
ordinary shares
of no par value
outstanding
as of June 30,
2022.
Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.
Yes
☐
No
☑
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
☑
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
☐
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 such files).
Yes
☑
No
☐
Indicate by
check mark
whether the
registrant is
a
large
accelerated filer,
an
accelerated filer,
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
whether
the
registrant has
filed
a
report
on
and
attestation to
its
management’s
assessment of
the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered
public accounting
firm that prepared
or issued its
audit report.
☑
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
International Accounting Standards Board
☑
Other
☐
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
☐
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
☑
Auditor Name:
KPMG Inc.
Auditor location:
Johannesburg, South Africa
Auditor Firm
ID:
1025
EXPLANATORY
STATEMENT
This Amendment No. 2 (the “Amendment”) to the Annual Report on Form 20-F for the fiscal year ended June 30, 2022, filed with the
Securities and Exchange Commission (the “Commission”) on October 28, 2022, as amended by Amendment No. 1 to such report filed
with the Commission on November 8, 2022 (the "2022 Form 20-F"), is being filed solely for the purpose of amending Exhibit 96.1
“Technical Report Summary and Certification from Qualified person – FWGR” to reflect comments received from the staff of the
Commission.
In connection with the filing of this Amendment, the Company is including certifications of the Company’s Chief Executive Officer
and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including
certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements
are being filed with this Amendment.
Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in
the 2022 Form 20-F, or reflect any events that have occurred since the 2022 Form 20-F was originally filed.
ITEM 19 . EXHIBITS
12.1
Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002
12.2
Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002
96.1
Technical Report Summary and Certification from Qualified person – FWGR
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
annual report
on its behalf.
DRDGOLD LIMITED
By:
/s/ D.J. Pretorius
D.J. Pretorius
Chief Executive
Officer
By:
/s/ A.J. Davel
A.J. Davel
Chief Financial
Officer
Date: November
8, 2022