Please wait
Exhibit
(a)(1)(ii)
LETTER
OF TRANSMITTAL
Relating
to
DRDGOLD
Limited
Offer
to Exchange
any
and all of its
6%
Senior Convertible Notes due 2006
(“Old
Notes”)
CUSIP
No. 266597AA1
CUSIP
No. 266597AB9
Common
Code 015754486
for
6%
Senior Convertible Notes due 2010
(“New
Notes”)
CUSIP
No. 26152HAA1/Common Code 025817087
The
exchange offer and withdrawal rights will expire at 5:00 p.m. New York City
time, on July
17, 2006, unless extended by DRDGOLD Limited.
Each
holder of Old Notes wishing to participate in the exchange offer, except holders
of Old Notes executing their tenders through the Automated Tender Offer Program
(“ATOP”) procedures of The Depository Trust Company (“DTC”) or according to the
electronic procedures of Euroclear and Clearstream, should complete, sign and
submit this letter of transmittal to the exchange agent, The Bank of New York
(the “exchange agent”), before the expiration date.
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By
Mail, Hand Delivery and Overnight Courier:
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By
Facsimile (for Eligible Institutions only):
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One
Canada Square
London
E14 5AL
England
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+44
20 7964 6399
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Confirmation:
Attn:
Paul Pereira
+44
20 7964 7495
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Delivery
of this letter of transmittal to an address, or transmission of instructions
via
a facsimile number, other than as set forth above or in accordance with the
instructions herein, will not constitute valid delivery. You should read the
instructions accompanying this letter of transmittal carefully before completing
this letter of transmittal.
June
16,
2006
This
document relates to the exchange offer (the “exchange offer”) made by DRDGOLD
Limited (“DRDGOLD”). The exchange offer is described in the offering memorandum
dated June 16, 2006 (as it may be amended or supplemented, the “offering
memorandum”) and in this letter of transmittal (this “letter of transmittal”).
All terms and conditions contained in, or otherwise referred to in, the offering
memorandum are deemed to be incorporated in, and form a part of, this letter
of
transmittal. Therefore, you are urged to read carefully the offering memorandum
and the items referred to therein. The terms and conditions contained in the
offering memorandum, together with the terms and conditions governing this
letter of transmittal and the instructions herein, are collectively referred
to
herein as the “terms and conditions.”
DRDGOLD
is making the exchange offer in reliance on the exemption from the registration
requirements of the Securities Act of 1933 afforded by Section 3(a)(9) thereof.
Therefore DRDGOLD will not pay any commission or other remuneration to any
broker, dealer, salesperson or other person for soliciting tenders of Old Notes.
The
exchange offer is not being made to, nor will DRDGOLD accept tenders of Old
Notes from, holders in any jurisdiction in which the exchange offer or the
acceptance thereof would not be in compliance with the securities or blue sky
laws of such jurisdiction.
There
are
no guaranteed delivery provisions provided for by DRDGOLD in conjunction with
the exchange offer. Holders must tender their Old Notes in accordance with
the
procedures set forth in this letter of transmittal and under “The Exchange
Offer—Procedures for Tendering” in the offering memorandum.
Defined
terms used herein and not defined herein shall have the meanings ascribed to
them in the offering memorandum.
Questions
regarding the exchange offer or procedures for tendering Old Notes should be
directed to the exchange agent.
Unless
you intend to tender your Old Notes through ATOP, you should complete, execute
and deliver this letter of transmittal. This letter of transmittal need not
be
used to participate in the exchange offer if Old Notes are to be tendered by
effecting a book-entry transfer pursuant to the procedures of Euroclear or
Clearstream.
TENDER
OF OLD NOTES
To
effect
a valid tender of Old Notes through the completion, execution and delivery
of
this letter of transmittal, the undersigned must complete the table below
entitled “Description of Old Notes Tendered” and sign this letter of transmittal
where indicated.
New
Notes
will be delivered in book-entry form through DTC and only to the DTC account
of
the undersigned or the undersigned’s custodian, as specified below, on the
exchange date.
Failure
to provide the information necessary to effect delivery of New Notes will render
such holder’s tender defective, and DRDGOLD will have the right, which it may
waive, to reject such tender without notice.
DESCRIPTION
OF OLD NOTES TENDERED
(see
Instruction 2)
NOTE:
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Old
Notes Being Tendered
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Name
of DTC Participant and Participant’s Account Number in Which Old Notes are
Held and/or the Corresponding New Notes are to be
Delivered
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Aggregate
Principal Amount Tendered*
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*
The
principal amount of Old Notes tendered hereby must be in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof. See Instruction
3.
Unless otherwise specified, it will be assumed that the holder is tendering
the
entire aggregate principal amount of all Old Notes held by the
undersigned.
Note:
Signatures must be provided below.
Please
read the accompanying instructions carefully.
Ladies
and Gentlemen:
The
undersigned hereby tenders to DRDGOLD the aggregate principal amount of Old
Notes indicated in the table above entitled “Description of Old Notes Tendered”
in accordance with the terms and conditions of the exchange offer.
The
undersigned understands that validly tendered Old Notes (or defectively tendered
Old Notes with respect to which DRDGOLD has waived such defect or caused such
defect to be waived) will be deemed to have been accepted by DRDGOLD if, as
and
when DRDGOLD gives oral (promptly confirmed in writing) or written notice
thereof to the exchange agent. The undersigned understands that, subject to
the
terms and conditions, Old Notes validly tendered (and not validly withdrawn)
and
accepted in accordance with the terms and conditions will be exchanged for
New
Notes. The undersigned understands that, under certain circumstances, DRDGOLD
may not be required to accept any of the Old Notes tendered (including any
such
Old Notes tendered after the expiration date). If any Old Notes are not accepted
for exchange for any reason (or if Old Notes are validly withdrawn), such Old
Notes will be returned, without expense, to the undersigned’s account at DTC or
such other account as designated herein, pursuant to the book-entry transfer
procedures described in the offering memorandum, promptly after the expiration
or termination of the exchange offer.
Following
the date upon which Old Notes are tendered hereby, and subject to and effective
upon DRDGOLD’s acceptance for exchange of the principal amount of the Old Notes
tendered hereby, upon the terms and conditions, the undersigned hereby:
(1)
irrevocably sells, assigns and transfers to or upon the order of DRDGOLD or
its
nominee all right, title and interest in and to, and any and all claims in
respect of or arising or having arisen as a result of the undersigned status
as
a holder of, all Old Notes tendered hereby, such that thereafter it shall have
no contractual or other rights or claims in law or equity against DRDGOLD or
any
fiduciary, trustee, fiscal agent or other person connected with the Old Notes
arising under, from or in connection with such Old Notes;
(2)
waives any and all rights with respect to the Old Notes tendered hereby,
including, without limitation, any existing or past defaults and their
consequences in respect of such Old Notes; and
(3)
releases and discharges DRDGOLD and The Bank of New York, as trustee for the
Old
Notes (the “trustee”), from any and all claims that the undersigned may have,
now or in the future, arising out of or related to the Old Notes tendered
hereby.
The
undersigned understands that tenders of Old Notes pursuant to any of the
procedures described in the offering memorandum and in the instructions in
this
letter of transmittal and acceptance of such Old Notes by DRDGOLD will,
following such acceptance, constitute a binding agreement between the
undersigned and DRDGOLD upon the terms and conditions.
All
authority conferred or agreed to be conferred by this letter of transmittal
shall not be affected by, and shall survive, the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, trustees in bankruptcy, personal
and
legal representatives, successors and assigns of the undersigned.
The
undersigned hereby represents, warrants and agrees that:
(1)
it
has received the offering memorandum;
(2)
it is
the beneficial owner (as defined below) of, or a duly authorized representative
of one or more beneficial owners of, the Old Notes tendered hereby, and it
has
full power and authority to execute this letter of transmittal;
(3)
the
Old Notes being tendered hereby were owned as of the date of tender, free and
clear of any liens, charges, claims, encumbrances, interests and restrictions
of
any kind, and DRDGOLD will acquire good, indefeasible and unencumbered title
to
such Old Notes, free and clear of all liens, charges, claims, encumbrances,
interests and restrictions of any kind, when DRDGOLD accepts the same;
(4)
it
will not sell, pledge, hypothecate or otherwise encumber or transfer any Old
Notes tendered hereby, from the date of this letter of transmittal, and any
purported sale, pledge, hypothecation or other encumbrance or transfer will
be
void and of no effect;
(5)
in
evaluating the exchange offer and in making its decision whether to participate
therein by submitting a letter of transmittal and tendering its Old Notes,
the
undersigned has made its own independent appraisal of the matters referred
to in
the offering memorandum and this letter of transmittal and in any related
communications and it is not relying on any statement, representation or
warranty, express or implied, made to such holder by DRDGOLD, the exchange
agent
or any other person, other than those contained in the offering memorandum,
as
amended or supplemented through the expiration date;
(6)
the
execution and delivery of this letter of transmittal shall constitute an
undertaking to execute any further documents and give any further assurances
that may be required in connection with any of the foregoing, in each case
on
and subject to the terms and conditions;
(7)
the
submission of this letter of transmittal to the exchange agent shall, subject
to
a holder’s ability to withdraw its tender pursuant to the terms of the exchange
offer, and subject to the terms and conditions generally, constitute the
irrevocable appointment of the exchange agent as its attorney and agent and
an
irrevocable instruction to that attorney and agent to complete and execute
all
or any forms of transfer and other documents at the discretion of that attorney
and agent in relation to the Old Notes tendered hereby in favor of DRDGOLD
or
any other person or persons as DRDGOLD may direct and to deliver such forms
of
transfer and other documents in the attorney’s and agent’s discretion and the
certificates and other documents of title relating to the registration of such
Old Notes and to execute all other documents and to do all other acts and things
as may be in the opinion of that attorney or agent necessary or expedient for
the purpose of, or in connection with, the acceptance of the exchange offer,
and
to vest in DRDGOLD or its nominees such Old Notes; and
(8)
the
terms and conditions shall be deemed to be incorporated in, and form a part
of,
this letter of transmittal, which shall be read and construed accordingly.
The
representations and warranties and agreements of a holder tendering Old Notes
shall be deemed to be repeated and reconfirmed on and as of the expiration
date
and the exchange date. For purposes of this letter of transmittal, the
“beneficial owner” of any Old Notes means any holder that exercises investment
discretion with respect to such Old Notes.
The
undersigned understands that tenders may not be withdrawn at any time after
the
expiration date, except as set forth in the offering memorandum.
SIGN
HERE
By
completing, executing and delivering this letter of transmittal, the undersigned
hereby tenders to DRDGOLD the principal amount of the Old Notes listed in the
table on page 3 entitled “Description of Old Notes Tendered”.
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Signature
of Registered Holder(s) or Authorized Signatory
(see
guarantee requirement below)
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Date
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Signature
of Registered Holder(s) or Authorized Signatory
(see
guarantee requirement below)
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Date
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Signature
of Registered Holder(s) or Authorized Signatory
(see
guarantee requirement below)
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Date
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Area
Code
and Telephone Number:
If
a
holder of Old Notes is tendering any Old Notes, this letter of transmittal
must
be signed by the registered holder(s) exactly as the name(s) appear(s) on a
securities position listing of DTC or by any person(s) authorized to become
the
Registered Holder(s) by endorsements and documents transmitted herewith. If
the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, please
set forth at the line entitled “Capacity (full title)” and submit evidence
satisfactory to the exchange agent and DRDGOLD of such person’s authority to so
act. See Instruction 4.
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Name(s):
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(Please
Type or Print)
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Capacity
(Full Title):
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Address:
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(Including
Zip Code)
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MEDALLION
SIGNATURE GUARANTEE
(If
required—See Instruction 4)
Signature(s)
Guaranteed by an Eligible Guarantor Institution:
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(Authorized
Signature)
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(Title)
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(Name
of Firm)
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(Address)
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Dated:
INSTRUCTIONS
FORMING PART OF
THE
TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1.
Delivery of letter of transmittal.
Holders
who tender their Old Notes through DTC’s ATOP procedures shall be bound by, but
need not complete, this letter of transmittal; thus, a letter of transmittal
need not accompany tenders effected through ATOP.
A
confirmation of a book-entry transfer of all Old Notes delivered electronically,
as well as a properly completed and duly executed letter of transmittal (or
a
manually signed facsimile thereof) or properly transmitted agent’s message, and
any other documents required by this letter of transmittal, must be received
by
the exchange agent at its address set forth herein before the expiration date.
Any
financial institution that is a participant in DTC may electronically transmit
its acceptance of the exchange offer by causing DTC to transfer Old Notes in
accordance with DTC’s ATOP procedures for such transfer before the expiration
date.
Delivery
of a letter of transmittal to DTC will not constitute valid delivery to the
exchange agent. No letter of transmittal should be sent to DRDGOLD or DTC.
The
method of delivery of this letter of transmittal and all other required
documents, including delivery through DTC and any acceptance or agent’s message
delivered through ATOP, is at the option and risk of the tendering holder.
If
delivery is by mail, registered mail, with return receipt requested and properly
insured, is recommended. Instead of delivery by mail, it is recommended that
the
holder use an overnight or hand-delivery service. In all cases, sufficient
time
should be allowed to ensure timely delivery.
2.
Delivery of the New Notes.
New
Notes to be issued according to the terms of the exchange offer, if completed,
will be delivered in book-entry form. The appropriate DTC participant name
and
number (along with any other required account information) needed to permit
such
delivery must be provided in the table on page 3 entitled “Description of Old
Notes Tendered.” Failure to do so will render a tender of the Old Notes
defective, and DRDGOLD will have the right, which it may waive, to reject such
delivery. Holders that anticipate participating in the exchange offer other
than
through DTC are urged to contact promptly a bank, broker or other intermediary
(that has the capability to hold securities custodially through DTC) to arrange
for receipt of New Notes delivered pursuant to the exchange offer and to obtain
the information necessary to complete the table.
3.
Amount of Tenders.
Tenders
of Old Notes will be accepted only in minimum denominations of $1,000 principal
amount and integral multiples of $1,000 principal amount in excess thereof.
Book-entry transfers should be made in the exact principal amount of Old Notes
tendered.
4.
Signatures on letter of transmittal; Instruments of Transfer; Guarantee of
Signatures.
For
purposes of this letter of transmittal, the term “Registered Holder” means an
owner of record as well as any DTC participant that has Old Notes credited
to
its DTC account. Except as otherwise provided below, all signatures on this
letter of transmittal must be guaranteed by a recognized participant in the
Securities Transfer Agents Medallion Program, the NYSE Medallion Signature
Program or the Stock Exchange Medallion Program (each, a “Medallion Signature
Co-Obligor”). Signatures on this letter of transmittal need not be guaranteed
if:
(1)
this
letter of transmittal is signed by a participant in DTC whose name appears
on a
security position listing as the owner of the Old Notes; or
(2)
the
Old Notes are tendered for the account of an “eligible guarantor institution.”
An
“eligible guarantor institution” is one of the following firms or other entities
identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 (as the
terms are used in Rule 17 Ad-15):
(a)
a
bank;
(b)
a
broker, dealer, municipal securities dealer, municipal securities broker,
government securities dealer or government securities broker;
(c)
a
credit union;
(d)
a
national securities exchange, registered securities association or clearing
agency; or
(e)
a
savings institution that is a participant in a Securities Transfer Association
recognized program.
If
any of
the Old Notes tendered are held by two or more registered holders, all of the
registered holders must sign the letter of transmittal.
DRDGOLD
will not accept any alternative, conditional, irregular or contingent tenders.
By executing this letter of transmittal (or a facsimile hereof) or directing
DTC
to transmit an agent’s message, you waive any right to receive notice of the
acceptance of your Old Notes for exchange.
If
this
letter of transmittal or instruments of transfer are signed by trustees,
executors, administrators, guardians or attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by DRDGOLD, evidence
satisfactory to DRDGOLD of their authority to so act must be submitted with
this
letter of transmittal.
Beneficial
owners whose tendered Old Notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to tender
their Old Notes.
5.
Transfer Taxes.
Except
as set forth in this Instruction 5, DRDGOLD will pay all transfer taxes, if
any,
applicable to the transfer and exchange of Old Notes to DRDGOLD in the exchange
offer. If transfer taxes are imposed for any other reason, the amount of those
transfer taxes, whether imposed on the registered holder or any other persons,
will be payable by the tendering holder. Other reasons transfer taxes could
be
imposed include: (i) if New Notes in book-entry form are to be registered in
the
name of any person other than the person signing the letter of transmittal;
or
(ii) if tendered Old Notes are registered in the name of any person other than
the person signing the letter of transmittal. If satisfactory evidence of
payment of or exemption from those transfer taxes is not submitted with the
letter of transmittal, the amount of those transfer taxes will be billed
directly to the tendering holder and/or withheld from any payments due with
respect to the Old Notes tendered by such holder.
6.
Validity of Tenders.
All
questions concerning the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined
by
DRDGOLD in its sole discretion, which determination will be final and binding.
DRDGOLD reserves the absolute right to reject any and all tenders of Old Notes
not in proper form or any Old Notes the acceptance for exchange of which may,
in
the opinion of its counsel, be unlawful. DRDGOLD also reserves the absolute
right to waive any defect or irregularity in tenders of Old Notes, whether
or
not similar defects or irregularities are waived in the case of other tendered
Old Notes. The interpretation of the terms and conditions by DRDGOLD shall
be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Old Notes must be cured within such time as
DRDGOLD shall determine. None of DRDGOLD, the exchange agent or any other person
will be under any duty to give notification of defects or irregularities with
respect to tenders of Old Notes, nor shall any of them incur any liability
for
failure to give such notification.
Tenders
of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Notes received by the exchange
agent that are not validly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the exchange
agent to the holders of Old Notes, unless otherwise provided in this letter
of
transmittal, promptly following the expiration or termination of the exchange
offer.
7.
Withdrawal.
Tenders
may be withdrawn only pursuant to the procedures and subject to the terms set
forth in the offering memorandum under the caption “The Exchange
Offer—Withdrawal of Tenders.”
8.
Requests for Assistance or Additional Copies.
Questions regarding the exchange offer or the procedures for tendering Old
Notes
and requests for additional copies of the offering memorandum and this letter
of
transmittal may be directed to the exchange agent at its telephone numbers
indicated herein.
9.
Backup United States Federal Income Tax Withholding
Under
the
United States federal income tax laws, payments made pursuant to the exchange
offer may be subject to backup withholding at the rate of 28%. In order to
avoid
such backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 and either (a) provide the correct taxpayer identification
number (“TIN”) and certify, under penalties of perjury, that the TIN provided is
correct, that the holder is a U.S. person, and that (1) the holder has not
been
notified by the United States Internal Revenue Service (the “IRS”) that the
holder is subject to backup withholding as a result of a failure to report
all
interest or dividends or (2) the IRS has notified the holder that the holder
is
no longer subject to backup withholding; or (b) provide an adequate basis for
exemption. If the tendering holder has not been issued a TIN and has applied
for
one, or intends to apply for one in the near future, such holder should write
“Applied For” in the space provided for the TIN in Part I of the Substitute Form
W-9, sign and date the Substitute Form W-9 and sign the Certificate of Awaiting
Taxpayer Identification Number. If “Applied For” is written in Part I, 28% of
payments made to the tendering holder will be retained during the 60-day period
following the date of the Substitute Form W-9. If the holder furnishes his,
her
or its TIN within 60 days after the date of the Substitute Form W-9, the amounts
retained will be remitted to the holder and no further amounts shall be retained
or withheld from payments made to the holder thereafter. If, however, the holder
has not provided the exchange agent his, her or its TIN within such 60-day
period, such previously retained amounts will be remitted to the IRS as backup
withholding. In general, if a holder is an individual, the TIN is the social
security number of such individual. If the exchange agent is not provided with
the correct TIN, the holder may be subject to a $50 penalty imposed by the
IRS.
Failure
to complete the Substitute Form W-9 will not, by itself, cause Old Notes to
be
deemed invalidly tendered, but may require backup withholding of 28% of the
amount of any payments made pursuant to the exchange offer. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes,
a
refund may be obtained from the IRS.
Certain
holders are not subject to these backup withholding and reporting requirements.
Generally, in order for a foreign person (i.e., a non-U.S. holder) to qualify
as
an exempt recipient, such holder must submit a statement (as appropriate, on
IRS
Form W-8BEN, W-8ECI, W-8EXP or W-8IMY), signed under penalties of perjury,
attesting to that individual’s foreign status. Such statements can be obtained
from the exchange agent.
See
the
attached “Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9” for more information.
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SUBSTITUTE
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PLEASE
PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW
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Part
I—Social Security Number OR Employer Identification
Number
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Form
W-9
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Name
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(If
awaiting TIN, write “Applied
For”)
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Department
of the Treasury
Internal
Revenue Service
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Business
Name
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Payer’s
Request for Taxpayer
Identification
Number (TIN)
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Please
check appropriate box
¨ Individual/Sole
Proprietor
¨ Corporation
¨ Partnership ¨ Other
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Part
II—For Payees exempt from backup withholding, see the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W-9, check the Exempt box below, and complete the Substitute Form
W-9.
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Exempt
¨
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Address
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City,
State, Zip code
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Certification—Under
penalties of perjury, I certify that:
(1)
The
number shown on this form is my correct taxpayer identification number (or
I am
waiting for a number to be issued to me), and
(2)
I am
not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, and
(3)
I am
a U.S. person (including a U.S. resident alien)
Certification
Instructions—You must cross out item (2) above if you have been notified by the
IRS that you are currently subject to backup withholding because you have failed
to report all interest and dividends on your tax return. For real estate
transactions, item (2) does not apply. For mortgage interest paid, acquisition
or abandonment of secured property, cancellation of debt, contributions to
an
individual retirement arrangement (IRA), and generally, payments other than
interest and dividends, you are not required to sign the Certification, but
you
must provide your correct TIN. (Also see instructions in the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9.)
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NOTE:
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IF
YOU ARE A UNITED STATES HOLDER, FAILURE TO COMPLETE AND RETURN THIS
SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW
THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL INSTRUCTIONS.
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YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE
OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I
certify
under penalties of perjury that a taxpayer identification number has not been
issued to me, and either (1) I have mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to
mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 28% of all reportable
payments made to me will be withheld until I provide a taxpayer identification
number.
GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER
ON SUBSTITUTE FORM W-9
GUIDELINES
FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.
Social
security numbers have nine digits separated by two hyphens: i.e., 000-00-0000.
Employer identification numbers have nine digits separated by one hyphen: i.e.,
00-0000000. The table below will help determine the number to give the payer.
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For
this type of account:
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Give
the SOCIAL
SECURITY
number of:
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For
this type of account:
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Give
the EMPLOYER
IDENTIFICATION
number
of:
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1.
Individual
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The
individual
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6.
A valid trust, estate, or pension trust
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The
legal entity(4)
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2.
Two or more individuals (joint account)
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The
actual owner of the account or, if combined funds, the first individual
on
the account(1)
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7.
Corporate or LLC electing corporate status on Form 8832
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The
corporation
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3.
Custodian account of a minor (Uniform Gift to Minors Act)
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The
minor(2)
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8.
Association, club, religious, charitable or educational or other
tax-exempt organization
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The
organization
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4.
a. The usual revocable savings trust account (grantor is also
trustee)
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The
grantor-trustee(1)
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9.
Partnership or multi-member LLC
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The
partnership
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b.
So-called trust account that is not a legal or valid trust under
state
law
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The
actual owner(1)
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10.
A broker or registered nominee
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The
broker or nominee
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5.
Sole proprietorship or single-owner LLC
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The
owner(3)
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11.
Account with the Department of Agriculture in the name of a public
entity
(such as a state or local government, school district, or prison)
that
receives agricultural program payments
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The
public entity
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(1)
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List
first and circle the name of the person whose number you furnish.
If only
one person on a joint account has a social security number, that
person’s
number must be furnished.
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(2)
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Circle
the minor’s name and furnish the minor’s social security number.
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(3)
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You
must show your individual name, but you may also enter your business
or
“doing business as” name. You may use either your social security number
or, if you have one, your employer identification number.
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(4)
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List
first and circle the name of the legal trust, estate or pension trust.
(Do
not furnish the TIN of the personal representative or trustee unless
the
legal entity itself is not designated in the account title.)
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NOTE If
no
name is circled when there is more than one name listed, the number will be
considered to be that of the first name listed.
Obtaining
a Number
If
you do
not have a taxpayer identification number or you don’t know your number, obtain
Form SS-5, Application for a Social Security Number Card, or Form SS-4,
Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the “IRS”) and
apply for a number. You may also obtain Form SS-4 by calling the IRS at
1-800-TAX-FORM.
If
you do
not have a TIN, but have applied for one, write “Applied For” in the space for
the TIN, complete the Certificate of Awaiting Taxpayer Identification Number,
sign and date the form and return it to the exchange agent.
Payees
Exempt From Backup Withholding
Payees
specifically exempted from backup withholding on ALL payments include the
following:
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An
organization exempt from tax under section 501(a), any individual
retirement account, or a custodial account under section 403 (b) (7)
if
the account satisfies the requirements of section 401 (f) (2).
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The
United States or any of its agencies or instrumentalities.
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A
state, the District of Columbia, a possession of the United States
or any
of their political subdivisions or instrumentalities.
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A
foreign government or any of its political subdivisions, agencies,
or
instrumentalities.
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An
international organization or any of its agencies or instrumentalities.
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Payees
specifically exempted from backup withholding on interest and dividend payments
include the following:
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A
foreign central bank of issue.
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A
dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
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A
real estate investment trust.
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An
entity registered at all times during the tax year under the Investment
Company Act of 1940.
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A
common trust fund operated by a bank under section 584(a).
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A
financial institution.
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A
middleman known in the investment community as a nominee or custodian.
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A
trust exempt from tax under section 664 or described in section 4947.
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Payments
of dividends and patronage dividends not generally subject to backup withholding
include the following:
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Payments
to nonresident aliens subject to withholding under section 1441.
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Payments
to partnerships not engaged in a trade or business in the U.S. and
which
have at least one nonresident partner.
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Payments
of patronage dividends not paid in money.
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Payments
made by certain foreign organizations.
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Section
404(k) payments made by an ESOP.
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Payments
of interest not generally subject to backup withholding include the following:
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Payments
of interest on obligations issued by individuals. Note: You may be
subject
to backup withholding if this interest is $600 or more and is paid
in the
course of the payer’s trade or business and you have not provided your
correct taxpayer identification number to the payer.
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Payments
of tax-exempt interest (including exempt-interest dividends under section
852).
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Payments
described in section 6049(b)(5) to non-resident aliens.
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Payments
on tax-free covenant bonds under section 1451.
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Payments
made by certain foreign organizations.
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EXEMPT
PAYEES DESCRIBED ABOVE SHOULD FILE SUBSTITUTE FORM W-9 TO AVOID POSSIBLE
ERRONEOUS BACKUP WITHHOLDING. FILE THE SUBSTITUTE FORM W-9 WITH THE PAYER.
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED “EXEMPT” IN
PART II OF THE FORM AND RETURN IT TO THE PAYER.
Certain
payments other than dividends that are not subject to information reporting
are
also not subject to backup withholding. For details, see sections 6041,
6041A(a), 6045, 6050A, 6050N and the regulations thereunder.
Privacy
Act Notice.—Section
6109 of the Internal Revenue Code requires you to provide your correct TIN
to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid,
the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA or Archer MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
The
IRS may also provide this information to the Department of Justice for civil
and
criminal litigation, and to cities, states and the District of Columbia to
carry
out their tax laws. The IRS may also disclose this information to other
countries under a tax treaty, or to federal and state agencies to enforce
federal nontax criminal laws and to combat terrorism.
You
must
provide your TIN whether or not you are required to file a tax return. Payers
must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer. Certain penalties may
also apply.
Penalties
(1)
Penalty for Failure to Furnish Taxpayer Identification
Number.—If
you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2)
Civil Penalty for False Information With Respect to
Withholding.—If
you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3)
Criminal Penalty for Falsifying Information.—Willfully
falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR
ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
In
order
to tender, a holder of Old Notes should send or deliver a properly completed
and
signed letter of transmittal and any other required documents to the exchange
agent at its address set forth below or tender pursuant to DTC’s ATOP
procedures.
The
exchange agent for the exchange offer is:
The
Bank of New York
By
facsimile:
(For
Eligible Institutions only):
+44
20
7964 6399
Confirmation:
Attn:
Paul Pereira
+44
20
7964 7495
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By
Mail:
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By
Overnight Courier:
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By
Hand:
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One
Canada Square
London
E14 5AL
England
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One
Canada Square
London
E14 5AL
England
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One
Canada Square
London
E14 5AL
England
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Requests
for assistance regarding the procedures for tendering Old Notes and requests
for
additional copies of the offering memorandum and letter of transmittal may
be
directed to the exchange agent at its address or telephone numbers set forth
above. The exchange agent will answer questions with respect to the exchange
offer solely by reference to the terms of the offering memorandum.