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GDO - Gold One International Limited - Notice of ceasing to be a substantial
holder
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
OTCQX International: GLDZY
ISIN: AU000000GDO5
("Gold One" or the "company")
NOTICE OF CEASING TO BE A SUBSTANTIAL HOLDER
Gold One on Tuesday, 5 July 2011, received a Form 605 Australian Corporations
Act 2001, Section 671b "Notice of ceasing to be a substantial holder":
QUOTE
TO COMPANY NAME / SCHEME
Gold One International Limited
ACN
094 265 746
1 DETAILS OF SUBSTANTIAL HOLDER (1)
Name: African Global Capital Holdings, Ltd, on behalf of itself and African
Global Capital GP I, Ltd, Africa Management Ltd, Och-Ziff Capital Management
Group LLC, Och-Ziff Holding Corporation, The Sovereign Group, Palladino Holdings
Ltd, Adriano Consultants Ltd, OZ Management LP, OZ Africa Management GP, LLC, OZ
Global Special Investments Master (ME) Ltd, OZ Africa Investments (SI) Ltd,
African Global Capital I, LP, Rapsody Investments Limited and Navada Trading
(Proprietary) Limited
ACN/ARSN (if applicable) N/A
The holder ceased to be a substantial holder on: 5 July 2011
The previous notice was given to the company on: 23 April 2010
The previous notice was dated: 22 April 2010
2 CHANGES IN RELEVANT INTERESTS
Particulars of each change in, or change in the nature of, a relevant interest
(2) of the substantial holder or an associate (3) in voting securities of the
company or scheme, since the substantial holder was last required to give a
substantial holding notice to the company or scheme are as follows:
Date of Person whose Nature of Consideratio Class (6) Person`s
change relevant change *4) n given in and number votes
interest relation to of affected
changed change (5) securities
affected
14 Apr 10 The persons On-market ZAR1.90 per 80,246 80,246
named in disposal ordinary ordinary
item 1 (JSE) share shares
19 Nov 10 The persons On-market ZAR2.54 per 7,500 7,500
named in disposal ordinary ordinary
item 1 (JSE) share shares
24 Nov 10 The persons On-market ZAR2.40 per 176,008 176,008
named in disposal ordinary ordinary
item 1 (JSE) share shares
25 Nov 10 The persons On-market ZAR2.42 per 135,072 135,072
named in disposal ordinary ordinary
item 1 (JSE) share shares
26 Nov 10 The persons On-market ZAR2.42 per 28,030 28,030
named in disposal ordinary ordinary
item 1 (JSE) share shares
29 Nov 10 The persons On-market ZAR2.40 per 48,805 48,805
named in disposal ordinary ordinary
item 1 (JSE) share shares
30 Nov 10 The persons On-market ZAR2.42 per 227,195 227,195
named in disposal ordinary ordinary
item 1 (JSE) share shares
2 Dec 10 The persons On-market ZAR2.45 per 180,525 180,525
named in disposal ordinary ordinary
item 1 (JSE) share shares
3 Dec 10 The persons On-market ZAR2.50 per 19,320 19,320
named in disposal ordinary ordinary
item 1 (JSE) share shares
5 July 11 The persons As a result AUD0.53 per 142,689,350 142,689,
named in of an ordinary ordinary 350
item 1 agreement to share shares
dispose of
securities in
Baiyin
Noferrous
Group Co.
Limited *See
agreement at
Annexure A)
3 CHANGES IN ASSOCIATION
The persons who have become associates (3) of, ceased to be associates of, or
have changed the nature of their association (7) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A
4 ADDRESSES
The addresses of persons named in this form are as follows:
Name Address
African Global Capital Holdings, Ltd Maples Corporate Services Ltd, PO
Box 309, Ugland House, Grand
Cayment, KY1-1104, Cayman Islands
African Global Capital GP I, Ltd Maples Corporate Services Ltd, PO
Box 309, Ugland House, Grand
Cayment, KY1-1104, Cayman Islands
Africa Management Ltd PO Box 255, Trafalgar Court Les
Banques, St Peter Port, Guernsey
GY1 3 QL, Channel Islands
Och-Ziff Capital Management Group LLC 1209 Orange Street, in the City of
Wilmington, County of New Castle
Och-Ziff Holding Corporation 1209 Orange Street, in the City of
Wilmington, County of New Castle
The Sovereign Group PO Box 170, Churchill Building,
Front Street, Grand Turk, Turks
and Calcos Islands
Palladino Holdings Ltd PO Box 170, Churchill Building,
Front Street, Grand Turk, Turks
and Calcos Islands
Adriano Consultants Ltd Mill Mall, Suite 6, Wickhams Cay
1, PO Box 3085, Road Town,
Tortola, British Virgin Islands
OZ Management LP Level 39, 9 West 57th Street, New
York, New York, 10019
Oz Africa Management GP, LLC Level 39, 9 West 57th Street, New
York, New York, 10019
Oz Global Special Investments Master c/o Goldman Sachs (Cayman) Trust,
Fund, LP Ltd, Harbour Centre, PO Box 896,
George Town, Grand Cayman, Cayman
Islands
Oz Europe Master Fund, Ltd c/o Goldman Sachs (Cayman) Trust,
Ltd, Harbour Centre, PO Box 896,
George Town, Grand Cayman, Cayman
Islands
OZ Master Fund, Ltd c/o Goldman Sachs (Cayman) Trust,
Ltd, Harbour Centre, PO Box 896,
George Town, Grand Cayman, Cayman
Islands
Oz Africa Investments (MD), Ltd Walkers SPV Limited, Walker House,
87 Mary Street, George Town, Grand
Cayman, KY1-9002, Cayman Islands
OZ Africa Investments (ME), Ltd Walkers SPV Limited, Walker House,
87 Mary Street, George Town, Grand
Cayman, KY1-9002, Cayman Islands
OZ Africa Investments (SI), Ltd Walkers SPV Limited, Walker House,
87 Mary Street, George Town, Grand
Cayman, KY1-9002, Cayman Islands
African Global Capital I, LP Maples Corporate Services Ltd, PO
Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands
Rapsody Investments Limited c/o Sovereign Trust, Suite 28,
Mansion House, 43 Main Street,
Gibraltar
Navada Trading (Proprietary) Limited c/- Krossborder Trust Services
Limited, St Louis Business Centre,
Cnr Desroches & St Louis Streets,
Port Louis, Mauritius
Signed
Date: 05 July 2011
Print name: Joel M. Frank Capacity: Director
DIRECTIONS
1 If there is a number of substantial holders with similar or related
relevant interests (e.g. a corporation and its related corporations, or the
manager and trustee of an equity trust) the names could be included in an
annexure to the form. If the relevant interests of a group of persons are
essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with names and
addresses of members is clearly set out in paragraph 4 of the form.
2 See the definition of "relevant interest" in section 608 and 671B(7) of the
Corporations Act 2001.
3 See the definition of "associate" in sections 9 of the Corporations Act
2001.
4 Include details of:
(a) Any relevant agreement or other circumstances by which the relevant
interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a
statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together
with a written statement certifying this contract, scheme or
arrangement; and
(b) Any qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates
(indicating clearly the particular securities to which the
qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations
Act 2001.
5 Details of the consideration must include any and all benefits, money and
other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details
must be included even if the benefit is conditional on the happening or not
of a contingency. Details must be included of any benefit paid on behalf
of the substantial holder or its associate in relation to the acquisition,
even if they are not paid directly to the person from whom the relevant
interest was acquired.
6 The voting shares of a company constitute one class unless divided into
separate classes.
7 Give details, if appropriate, of the present association and any change in
that association since he last substantial holding notice.
UNQUOTE
Parktown, Johannesburg
06 July 2011
Sponsor
Macquarie First South Advisers (Pty) Limited
Annexure A
Execution Version
Dated 18 April 2011
NAVADA TRADING (PROPRIETARY) LIMITED
and
BAIYIN NONFERROUS GROUP, CO. LIMITED
SHARE PURCHASE AGREEMENT
relating to the sale and purchase of 142,689,350 ordinary
shares in Gold One International Limited at a price of AUD
0.53 per ordinary share
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Share Purchase Agreement
This Agreement is made on 18 April 2011
between:
(1) Navada Trading (Proprietary) Limited (company number 2006/019248/07), a
private company incorporated in accordance with the laws of the Republic of
South Africa, whose registered office is at 4th Floor, Suite 406, Nelson Mandela
Square, Sandton, South Africa (the "Seller"); and
(2)Baiyin Nonferrous Group, Co. Ltd (company number 620400000000010(1-1)), a
private company incorporated in the People`s Republic of China, whose registered
office is at 96 Youhao Road, Baiyin District, Gansu, China (the "Purchaser").
Whereas:
The Seller has agreed to sell the Shares (as defined below) and to assume the
obligations imposed on the Seller under this Agreement.
The Purchaser has agreed to purchase the Shares and to assume the obligations
imposed on the Purchaser under this Agreement.
It is agreed as follows:
1. Interpretation
In this Agreement, unless the context otherwise requires, the provisions in this
Clause 0 apply:
1.1 Definitions
"AFIRB Approval" has the meaning given in Clause 4.1.1;
"ASX" means ASX Limited or the Australian Stock Exchange, as the case may
require;
"AUD" means Australian dollars;
"Business Day" means a day which is not a Saturday, a Sunday or a public holiday
in Sydney Australia, South Africa, the People`s Republic of China or Hong Kong;
"China Approvals" has the meaning given in Clause 4.1.2;
"Company" means Gold One International Limited (ABN 35 094 265 746), a public
company incorporated in accordance with the laws of Australia, whose registered
office is at Level 3, 100 Mount Street, North Sydney NSW 2060, PO Box 1244,
North Sydney NSW 2059, Australia;
"Completion" means the completion of the sale and purchase of the Shares
pursuant to Clause 5;
"Consideration" has the meaning given in Clause 0;
"Encumbrance" means any claim, charge, mortgage, lien, option, equity, power of
sale, hypothecation, retention of title, option, right of pre-emption, right of
first refusal or other third party right or security interest of any kind or an
agreement, arrangement or obligation to create any of the foregoing;
"Parties" means the parties to this Agreement and "Party" means any one of them;
"Proposed Transaction" has the meaning given in Clause 2.1;
"Purchaser Nominee" means any special purpose vehicle established by the
Purchaser to hold the Shares in connection with the Proposed Transaction; and
"Shares" means 142,689,350 ordinary shares of the Company listed on the ASX,
being the entire shareholding beneficially owned by the Seller in the Company at
the date of this Agreement.
1.2 Singular, plural, gender
References to one gender include all genders and references to the singular
include the plural and vice versa.
1.3 Clauses and Headings
References to Clauses are to Clauses of this Agreement. Headings shall be
ignored in construing this Agreement.
1.4 References to persons and companies
References to:
1.4.1 a person include any company, partnership or unincorporated association
(whether or not having separate legal personality); and
1.4.2 a company shall include any company, corporation or any body corporate,
wherever incorporated.
2. Agreement to Sell the Shares
2.1 On and subject to the terms of this Agreement, the Seller agrees to sell,
and the Purchaser agrees to purchase, the Shares (the "Proposed Transaction").
2.2 The Shares shall be sold by the Seller free from Encumbrances and together
with all rights and advantages attaching to them as at Completion (including the
right to receive all dividends or distributions declared, made or paid on or
after Completion).
3. Consideration
3.1 The consideration for the purchase of the Shares under this Agreement shall
be AUD 75,625,355.50 payable in cash (the "Consideration").
3.2 The Consideration shall be paid on Completion in accordance with Clause 5.2.
4. Conditions
4.1 The agreement to sell and purchase the Shares contained in Clause 2 is
conditional upon:
4.1.1 either the Treasurer (or his delegate) providing written advice without
conditions or with conditions that are acceptable to the Purchaser and, to they
extent they impact the Seller in any way, the Seller, that there are no
objections under Australia`s foreign investment policy to the proposed
acquisition by the Purchaser of the Shares (the "AFIRB Approval"); and
4.1.2 the approval of the Gansu Development and Reform Commission, the
Department of Commence of Gansu Province and the Gansu Branch of State
Administration of Foreign Exchange being obtained in respect of the Proposed
Transaction (the "China Approvals").
4.2 The Parties undertake to offer and afford all reasonable co-operation,
information and assistance as may be requested by the other Party in respect of
the AFIRB Approval and the China Approvals and to keep each other informed of
any discussions with the Australian Foreign Investment Review Board, the Gansu
Development and Reform Commission, the Department of Commence of Gansu Province
and the Gansu Branch of State Administration of Foreign Exchange in connection
with the Proposed Transaction.
4.3 The Purchaser undertakes to submit all documentation required by the
Australian Foreign Investment Review Board in respect of the AFIRB Approval
within 3 Business Days of the date of this Agreement and to send a written
confirmation to the Seller no later than 5 Business Days from the date of this
Agreement to confirm such submission has taken place in accordance with this
Clause 4.3 and further to submit all documentation required by the Gansu
Development and Reform Commission, the Department of Commence of Gansu Province
and the Gansu Branch of State Administration of Foreign Exchange in respect of
the China Approvals within 10 Business Days of the date of this Agreement and to
send a written confirmation to the Seller no later than 3 Business Days from the
date of the submission to confirm such submission has taken place in accordance
with this Clause 4.3.
5. Completion
5.1 Seller Obligations on Completion
On Completion the Seller shall, against payment of the Consideration as
contemplated in Clauses 3.2 and 5.2 of this Agreement, deliver or cause to be
delivered to the Purchaser (or, if directed by the Purchaser within 5 Business
Days from the date of this Agreement, to the relevant Purchaser Nominee) a duly
executed transfer of the Shares to the Purchaser (or, if directed by the
Purchaser within 5 Business Days from the date of this Agreement, to the
relevant Purchaser Nominee) in the form set out in Appendix 1 to this Agreement
and any other document reasonably required by the Purchaser to transfer the
Shares to the Purchaser or the Purchaser Nominee.
5.2 Purchaser Obligations on Completion
On Completion the Purchaser shall, against delivery of the documents as
contemplated in Clause 5.1 above, pay the Consideration by way of telegraphic
transfer for same day value to such account as directed by the Seller.
5.3 Time and Date
Completion shall take place within 2 Business Days of the conditions in Clause
4.1 being satisfied unless otherwise agreed in writing between the Parties.
5.4 Non-satisfaction
The Purchaser shall use best efforts to satisfy the conditions in Clauses 4.1.1
and 4.1.2 on or before 10 June 2011. If the conditions in Clauses 4.1.1 and
4.1.2 are not satisfied on or before 1 July 2011, the Shares shall not be sold
pursuant to this Agreement and all terms of this Agreement shall forthwith cease
to apply (other than Clauses 1, 5, 7 and 8).
5.5 Termination Option
5.5.1 If the Purchaser fails to satisfy its obligations in accordance with
Clause 4.3, the Seller shall have the option (exercisable at its sole
discretion) to not sell the Shares on the terms of this Agreement and, by way of
written notice to the Purchaser, to terminate this Agreement and all the rights
and obligations of the Parties contained herein with immediate effect.
5.5.2 Clause 5.5.1 shall be without prejudice to the rights and obligations of
any Party which have accrued prior to such termination, including any such
rights, obligations, covenants and undertakings arising as a result of any
breach of the Agreement prior to such termination (whether known or unknown on
the date such termination takes effect) provided always that any such rights and
obligations shall remain subject to the provisions of the Agreement
notwithstanding the termination thereof.
6. Warranties
6.1 The Seller warrants to the Purchaser on the date of this Agreement, at
Completion and at all times in between, that:
6.1.1 it has the legal right and full power and authority to enter into and
perform its obligations under this Agreement;
6.1.2 it is entitled to sell and transfer to the Purchaser the full legal and
beneficial ownership of the Shares on the terms of this Agreement; and
6.1.3 the Shares are free from Encumbrances.
6.2 The Purchaser warrants to the Seller on the date of this Agreement, at
Completion and at all times in between, that it has the legal right and full
power and authority to enter into and perform this Agreement.
7. Confidentiality
7.1 Confidential Information
7.1.1 Subject to Clause 7.2, each Party shall treat as strictly confidential and
not disclose or use any information which relates to:
(i) the provisions of this Agreement and of any agreement entered into pursuant
to this Agreement; or
(ii) the negotiations relating to this Agreement (and any such other agreements)
and the Proposed Transaction.
7.2 Permitted Disclosures
7.2.1 Clause 7.1 shall not prohibit disclosure or use of any information if and
to the extent:
(i) the disclosure or use is required by law or any regulatory body;
(ii) the disclosure or use is required to vest the full benefit of this
Agreement in the Seller or the Purchaser;
(iii) the disclosure or use is required for the purpose of any judicial
proceedings arising out of this Agreement or any other agreement entered into
under or pursuant to this Agreement;
(iv) the information is or becomes publicly available (other than by breach of
this Agreement);
(V) the other Party has given prior written approval to the disclosure or use;
or
(vi)the information is independently developed after Completion.
8. Other Provisions
8.1 Further assurance
The Seller shall, and shall use reasonable endeavours to procure that any
necessary third party shall, execute such documents and do such acts and things
as the Purchaser may reasonably require to transfer the Shares to the Purchaser
and to give the Purchaser the full benefit of all of the provisions of this
Agreement.
8.2 Assignment
Except for an assignment to the Purchaser Nominee by the Purchaser in accordance
with the terms of this Agreement, neither Party may, without the prior written
consent of the other, assign, grant any security interest over, hold on trust or
otherwise transfer the benefit of all or any of its obligations under this
Agreement, or any benefit arising under or out of this Agreement.
8.3 Whole Agreement
This Agreement contains the whole agreement between the Parties relating to the
subject matter of this Agreement at the date of this Agreement to the exclusion
of any terms implied by law which may be excluded by contract and supersedes any
previous written or oral agreement between the Parties in relation to the
matters dealt with in this Agreement.
8.4 Third Party Rights
A person who is not a Party has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this
Agreement.
8.5 Notices
Any notice or other communication in connection with this Agreement (each, a
"Notice") shall be in writing and delivered by registered post or courier as
follows:
8.5.1 In the case of the Seller, to the following address:
Navada Trading (Proprietary) Limited
4th Floor
Suite 406,
Nelson Mandela Square,
Sandton
South Africa
For the attention of: Andre Cilliers.
8.5.2 In the case of the Purchaser to the following address:
Baiyin Nonferrous Group, Co. Ltd
96 Youhao Road
Baiyin District
Gansu
China
For the attention of: Liao Ming.
8.6 Costs
Each party shall bear and pay its own fees and costs incurred in connection with
the drafting, negotiation, preparation and execution of this Agreement.
8.7 Counterparts
This Agreement may be executed in any number of counterparts each of which shall
be deemed an original, but all the counterparts shall together constitute one
and the same instrument. The Seller and the Purchaser may enter into this
Agreement by executing any such counterpart.
8.8 Governing law
This Agreement and any non-contractual obligations arising out of or in
connection with it shall be governed by and construed in accordance with
Australian law and the Parties irrevocably agree that the courts of Australia
are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement.
In witness whereof this Agreement has been duly executed on the date first set
out above.
SIGNED by Andre Cilliers
on behalf of Navada
Trading (Proprietary)
Limited
SIGNED by Liao Ming on
behalf of Baiyin
Nonferrous Group, Co.
Ltd
Appendix 1
Share transfer form(for off-market, non-broker transfers)
STAMP DUTY(if
applicable)
FULL NAME OF Full name
COMPANY (ABN )
DESCRIPTION OF class fully paid /
SECURITIES("SE paid to $
CURITIES")
quantity: in figures
in words
FULL NAME(S)
OF
TRANSFEROR(S) (ABN )
/ SELLER(S)
CONSIDERATION AUS$ Date of
/ PRICE transfer/purchase//
20
FULL NAME(S) (ABN )
OF
TRANSFEREE(S)
/ BUYER(S)
ADDRESS OF
TRANSFEREE(S)
/ BUYER(S)
REGISTRATION Please register the transfer of the Securities from
REQUEST the Transferor(s) to the Transferee(s)
BENEFICIAL Upon registration of this transfer, the Transferee(s)
INTEREST will hold the Securities beneficially / non-
beneficially*
(*please indicate which)
I/ We, the Transferor(s) and the registered holder(s) of the
Securities, for the consideration stated, transfer the Securities to
the Transferee(s), free from all encumbrances. I / We warrant that I
am / we are legally authorised and entitled to transfer the
Securities.
I / We, the Transferee(s), accept the transfer of the Securities. I
/ We agree to become a member of the Company and to be bound by the
Constitution of the Company on being registered as the holder(s) of
the Securities.
EXECUTION BY #insert appropriate execution clause#
TRANSFEROR(S)
/ SELLER(S)
Date executed / / 20
/ signed
EXECUTION BY #insert appropriate execution clause#
TRANSFEREE(S)
/ BUYER(S)
Date executed / / 20
/ signed
Annexure B to the Form 603 lodged by Baiyin Nonferrous Group Co. Limited (and
its related bodies corporate and associates)
The following subsidiaries of Baiyin Nonferrous Group Co Limited:
1 Xinjiang Baiyin Mining Development Ltd.
2 Gansu Changba Nonferrous Metal Ltd.
3 Gansu Keyin Mining Ltd.
4 Inner Mongolia Baiyin Mining Development Ltd.
5 Baiyin Hengcheng Mechanical Manufacture Ltd.
6 Baiyin Nonferrous Northwest Copper Processing Ltd.
7 Baiyin Nonferrous Changtong Electric Wire Ltd.
8 Baiyin Honglu Trading Ltd.
9 Baiyin Nonferrous Tailing Utilization Ltd.
10 Baiyin Nonferrous Zinc Aluminium Bar Ltd.
11 Baiyin Nonferrous Nonmetal Material Ltd.
12 Baiyin Honglu Fluorine Ltd.
13 Baiyin Tongsheng Construction Supervision Ltd.
14 Shouxin Mining Ltd.
15 Gansu Tongcheng Engineering Construction Ltd.
Date: 06/07/2011 09:37:01 Supplied by www.sharenet.co.za
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