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Exhibit 4.55  


 
  CONFIRMATION    
    



	 
	 

	DATE:	14th August 2003
	

TO:	

Durban Roodepoort Deep, Limited

(Incorporated in the Republic of South Africa)

Registration No. 1895/000926/06
	

ATTENTION:	

Ian Louis Murray
	

FAX:	

(011) 482 1022
	

FROM:	

Investec Bank (Mauritius) Limited
	

SUBJECT:	

American Call Option
	

REF No.:	

0010







        1.     The
purpose of this communication is to set forth the terms and conditions of the transactions referred to above and entered into on the Trade Date specified below (the
"Transactions") between Investec Bank (Mauritius) Limited ("Investec") and Durban Roodepoort Deep, Limited ("Counterparty"). This communication constitutes a Confirmation as referred to in the
Agreement specified below. 


        2.     This
Confirmation is subject to, and incorporates, the 2000 ISDA Definitions and the 2002 Equity Derivatives Definitions (the "Definition") as published by the
International Swaps and Derivatives Association, Inc. ("ISDA"). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will prevail. 


        3.     If
Investec and Counterparty are parties to the 1992 ISDA Master Agreement, (the "Agreement") this Transaction and Confirmation supplements, forms part of and is subject
to such Agreement. If Investec and Counterparty are not yet parties to the Agreement, both parties agree to use best efforts to promptly negotiate, execute and deliver the Agreement, including a
standard form of Schedule and any addenda that may from time to time be required. Upon execution and delivery of the Agreement this Transaction and Confirmation shall supplement, form part of and be
subject to such Agreement and will constitute a single agreement between the parties. Until such Agreement has been executed and delivered, this Transaction and Confirmation (together with all other
Transactions and Confirmation previously entered into between us, notwithstanding anything to the contrary therein) shall supplement, form part of and be subject to the 1992 ISDA Master Agreement, as
if, on the Trade Date of the first such Transaction between the parties, the parties had executed that agreement (without any Schedule thereto) and specified that (i) the Cross Default will
apply to both parties and that the Threshold Amount will be 3% of each Party's Shareholders Equity as disclosed in their latest published audited financial statements, (ii) the Credit Event
Upon Merger Provisions will apply to both parties (iii) the Automatic Early Termination provisions contained in Section 6(a) of such agreement would not apply and that in the event of an
Early Termination Date being designated a net payment amount in respect of the Termination Transactions will be determined in accordance with the early termination payment calculation provisions of
Section 6(e)(i) based on a payment measure of Market Quotation and a payment method of Second Method (iv) the Termination Currency will be selected by the
Non-Defaulting Party and (v) upon the occurrence of an Event of Default with respect to one party (X) the other party (Y) shall have the right to set off any
obligation of X owing to Y against any obligations of V owing to X as described in Section 6(e) of the Agreement. However, nothing in this part (v) will be deemed to create a charge or
other security interest. 


        4.     This
Confirmation and Agreement referred to above, will be governed by and construed in accordance with the laws of the Republic of South Africa, provided that this
provision will be 





 



superseded
by any choice of law provision contained in the ISDA Master Agreement executed between the parties. 


        5.     Investec
and Counterparty represent to each other that it has entered Into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice
as it deemed necessary and not upon any view expressed by the other party. 


        6.     The
terms of the particular Transaction to which the Confirmation relates are as follows: 



	General Terms:	 	 
	

Trade Date:	
 	

15th August 2003
	

Option Style:	
 	

American
	

Option Type:	
 	

Call
	

Seller:	
 	

Counterparty
	

Buyer:	
 	

Investec
	

Shares:	
 	

Ordinary fully paid shares in Durban Roodepoort Deep Limited (JSE Code DUR)
	

Number of Options:	
 	

18 million (10%)
	

Option Entitlement:	
 	

1 Share(s) per Option
	

Strike Price:	
 	

A USD amount equal to 95% of the simple average of the Daily Volume Weighted Average Price of the Durban Roodepoort Deep Limited American Depository Receipt (Bloomberg Code: DROOY US) on a Related Exchange for the period 30 Business Days prior to the
Exercise Date.
	

Daily Volume Weighted Average Price:	
 	

The total value divided by the total volume of all on-market trades on a given day. Off-market trades are specifically excluded from this calculation.
	

Premium:	
 	

Nil
	

Premium:	
 	

Not Application
	

Exchange:	
 	

The JSE Securities Exchange South Africa ("JSE").
	

Related Exchange(s):	
 	

All Exchanges
	

Calculation agent:	
 	

Investec
	

Clearance System:	
 	

STRATE
	

Procedures for Exercise:	
 	

 
	

Expiration Time:	
 	

11pm New York Time
	

Expiration Date:	
 	

3rd October 2003
	

Automatic Exercise:	
 	

Not Applicable
	 	 	 



2





 

	

Partial Exercise:	
 	

Applicable
	

Seller's Telephone Number and/or Facsimile Number and Contact

Details for purposes of Giving Notice:	
 	

(011) 381 7800

(001) 381 7807

Ian Louis Murray
	

Settlement Terms:	
 	

 
	

Physical Settlement:	
 	

Applicable
	

Settlement Currency:	
 	

USD, subject to Provision 1 below.
	

Adjustments:	
 	

 
	

Method of Adjustment:	
 	

Calculation Agent Adjustment
	

Extraordinary Events:	
 	

 
	

Consequences of Merger Events:	
 	

 
	

Share-for-Share:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Other:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Combined:	
 	

Modified Calculation Agent Adjustment
	

Consequences of Tender Offers:	
 	

 
	

Share-for Share:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Other:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Combined:	
 	

Modified Calculation Agent Adjustment
	

Consequences of Tender Offers:	
 	

 
	

Share-for-Share:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Other:	
 	

Modified Calculation Agent Adjustment
	

Share-for-Combined:	
 	

Modified Calculation Agent Adjustment
	

Composition of Combined Consideration:	
 	

Not Applicable
	

Nationalization, Insolvency of Delisting:	
 	

Calculation Agent Determination
	

Non-Reliance:	
 	

Applicable
	

Agreements and Acknowledgments Regarding Hedging Activities:	
 	

Applicable
	

Additional Acknowledgments:	
 	

Applicable
	

Other Provisions:	
 	

 





        1.     If
for any reason, including but not limited to any reserve bank or exchange control restrictions any amount may not be payable in USD, then such amount shall be
converted to and payable in ZAR and such conversion shall be determined by Investec Bank Limited. 


        2.     Counterparty
represents and warrants to Investec that it has all applicable approvals including but not limited to the South African Reserve Bank approval with respect to
this Transaction. 


        3.     Neither
party may transfer any Option, in whole or in part, without the prior written consent of the non-transferring party. 


3





 



        4.     Any
Adjustment by the Calculation Agent for the purposes of this transaction shall be interpreted in accordance with the provisions contained in the 2002 Equity
Derivative Definitions. In this regard, Counterparty is referred, inter alia, to the definition of Potential Adjustment Event which amongst others includes any event that has a diluting or
concentrative effect on the theoretical value or the Share(s). Where a Potential Adjustment Event has been declared the Calculation Agent shall make an adjustment to the terms of this Transaction to
reflect the extent to which the theoretical value of the Share(s) is affected by the Potential Adjustment Event. This provision is not intended to amend the Definitions but is
intended to record the effect that a Potential Adjustment Event may have to the terms of this Transaction.


        5.     This
Confirmation constitutes the sole record of the Transaction between the parties. 



        6.     No
addition to, variation, or agreed cancellation of this Transaction shall be of any force or effect unless in writing and signed by or on behalf of Investec and the
Counterparty. 


        7.     Counterparty
represents and warrants to Investec for the duration of this Transaction that there are no other transactions entered into by the Counterparty which shall
place the Counterparty in breach of this resolution dated 14 August 2003 attached hereto as Annexure A. 


        8.     Any
disputes in respect of any calculations shall be determined by The Standard Bank of South Africa Limited and such calculation shall be determined within a period of
14 days from the first date of dispute and such determination shall be binding on the parties. 



	Business Days:	 	New York
	

Documentation:	
 	

ISDA Master Agreement as described above.





        9.     Please
confirm that the foregoing correctly sets forth the terms of the agreement between Investec and Counterparty, with respect to the particular Transaction to which
this Confirmation relates (Reference No: 0010) by manually signing this Confirmation, providing the information requested herein and immediately returning an executed copy to Investec, attention
Milton Samios, facsimile 286-7371. 


Investec
is pleased to have executed this Transaction with Counterparty. 



	 
	 
	 	 
	 

	Very truly yours

Investec Bank (Mauritius) Limited	 	 	 
	

Signed:	

/s/  MILTON SAMIOS      
	
 	

Signed:	


	

Title:	

Joint Head of Equity Derivative

Trading (Group)
	
 	

Title:	


	

Date:	

	
 	

Date:	


	

Agreed and Accepted By:

Durban Roodepoort Deep Limited	
 	

 	

 
	

Signed:	

/s/  IAN MURRAY      
	
 	

Signed:	


	

Title:	

CFO (Director
	
 	

Title:	


	

Date:	

15-08-2003
	
 	

Date:	






4







ANNEXURE A  


 
 

DURBAN ROODEPOORT DEEP, LIMITED
  ("the Company")    
    


EXTRACT
FROM A RESOLUTION OF THE DIRECTORS OF DURBAN ROODEPOORT DEEP, LIMITED PASSED ON 14 AUGUST 2003 


RESOLVED:



        THAT
the Company hereby authorises Ian Murray to sign an option agreement with Invested Bank (Mauritius) Limited (IBL) whereby IBL will have the right to acquire new DRD shares up to a
maximum of 15% of DRD's existing issued share capital and to agree the final terms of the option agreement, which is to be at a market related price. The proceeds from the exercise of the option will
be applied towards the funding requirement for DRD's Australasian acquisition strategy. 


CERTIFIED
A TRUE COPY 



	 
	 	 

	/s/  J. H. DISSEL      
 J H Dissel	 	14/8/2003
 Date











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CONFIRMATION



DURBAN ROODEPOORT DEEP, LIMITED ("the Company")