drd bid rejected!!!

28 April 2004
INDEPENDENT DIRECTORS REJECT DRD TAKEOVER OFFER
The Independent Directors of Emperor Mines Limited (ASX: EMP, 'Emperor') have recommended that
shareholders reject the takeover bid by South African gold company Durban Roodepoort Deep,
Limited (DRD).
DRD launched an all scrip bid for Emperor on 8 March 2004, offering 1 DRD share for every 5
Emperor shares and conditional upon (besides normal statutory conditions) 90% minimal acceptance.
DRD held 19.8% of Emperor prior to the takeover launch.
Emperor's Managing Director, Mr Greg Starr, said that there were a number of key reasons behind the
recommendation of the Independent Directors including the significant depreciation of DRD's share
price since the bid's launch.
"Based on yesterday's close of market share prices, DRD's share price has decreased by 13% since
the takeover offer was first tabled. Given that the offer is entirely scrip, the value to our shareholders
has declined from 88 cents per share to 77 cents per share today.
"During that same time span, Emperor has reported on the company's March 2004 quarter, highlighted
by a 20% increase in gold production. It is the view of the Independent Directors that the offer doesn't
take into account the improved performance of Emperor nor the real growth prospects at the
Vatukoula operations in Fiji. The ongoing Phase 2 Expansion is designed to lift underground mining
capacity from 550,000tpa to 800,000tpa in order to match mine capacity with the earlier upgraded mill
capacity. The increased production rate will result in economies of scale anticipated to lead to lower
unit costs and higher margins. An initiative to develop a new power station is also proposed which will
further reduce operating costs at the mine," Mr Starr said.
In addition, the Independent Expert's Report (IER) has labelled the offer as "neither fair nor
reasonable" having estimated the fair market value of Emperor (on a control basis)to be in the range
of $1.00 to $1.32 per share with a mid-point of $1.16.
Mr Starr added, "While the bid is not regarded as unfriendly, Emperor will endeavour to gain the best
outcome possible for its shareholders and will pursue all avenues to achieve this."