Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)

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. 1)

☐

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

[e-mail]

Mpho Mashatola,

 

Group Financial

 

Manager Tel. no. +27

 

11 470 2600, Email

 

mpho

.

[e-mail]

(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. 1 (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 on October 28, 2022 (the "2022 Form 20-F"), is being filed solely for the purpose of amending

Exhibit 96.1. Exhibit 96.1 was previously filed with a “DRAFT” watermark, and this amendment removes the “DRAFT” watermark.

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 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