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GDO - Gold One International Limited - Form 604 - Notice of change of interests

Release Date: 29/09/2011 09:23
Code(s): GDO
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GDO - Gold One International Limited - Form 604 - Notice of change of interests of 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 ISIN: AU000000GDO5 OTCQX International: GLDZY ("Gold One" or the "company") FORM 604 - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER A substantial holder of Gold One, yesterday, 28 September 2011, submitted to the Australian Securities Exchange ("ASX") the following FORM 604 - "Notice of change of interests of substantial holder". QUOTE To Company Name/Scheme Gold One International Limited ("Gold One") ACN/ARSN 094 265 746 Details of substantial holder(1) BCX Gold Investment Holdings Limited ("BCX Name Gold") (and its related bodies corporate and associates named in this form, Including
Balyin Nonferrous Group Co. Limited) ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial 27 September 2011 holder on The previous notice was given to the company on 29 August 2011 The previous notice was dated 29 August 2011 Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Class of Previous notice Present notice securities (4) Person`s Voting power Person`s Voting power votes (5) votes (5)
Ordinary 160,814,989 19.88% 168,984,109 20.89% Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 change Considerati Class and Person`s change relevant (6) on given in number of votes interest relation to securitie affected changed change (7) s affected See BCX Gold Acquisition of a Considerati 8,149,120 8,149,120 annexure relevant on payable Ordinary A Interest in on the Shares fully paid terms of ordinary shares the Offer
in Gold One arising upon acceptance of the takeover
offer set out in the Bidder`s Statement dated 3 August 2011
("Bidder`s Statement") ("Offer")** See Balyin As above As above As above As above annexure Precious Note: BCX Gold A Metals is wholly owned Investment by BPM Limited
("BPM") See Balyin As above As above As above As above annexure Nonferrous Note: BCX Gold A Group Co is wholly owned Limited by Balyin ("Balyin") See China-Africa As above As above As above As above annexure Development Note: China- A Fund Africa Development Fund has a relevant interest under
section 608(1)(c) as a result of the Exclusivity
Agreement dated 5 July 2011, a copy of which was annexed to
the ASIC Form 604 dated 11 July 2011 ("Exclusivity
Agreement") See China-Africa As above As above As above As above annexure Gold Note: China- A Investment Africa Holding Co. Investment Limited Holding co. Limited has a
relevant interest under section 608(1)(c) as a
result of the Exclusivity Agreement
See China As above As above As above As above annexure Development Note: China A Bank Development Bank Corporation Corporation has
a relevant interest under section 608(3)(b)
because it controls China- Africa Development Fund
See Long March As above As above As above As above annexure Capital Note: Long March A Limited as co- capital Limited manager of has a relevant Changxin interest under Element section Development 608(1)(c)as a
LLP result of the Exclusivity Agreement See CITIC As above As above As above As above annexure Kingview Note CITIC A capital Kingview Capital Management Management Co. Co. Ltd as co- Ltd has a
manager of relevant Changxin interest under Element section Development 608(1)(c) as a
LLP result of the Exclusivity Agreement
See CX Elements As above As above As above As above annexure Investment Note: CX A Ltd Elements Investment Ltd
has a relevant interest under section 608(1)(c) as a
result of the Exclusivity Agreement
See CX Gold As above As above As above As above annexure Investment Note: CX Gold A Holdings Ltd Investment Holdings Ltd has
a relevant interest under section 608(1)(c) as a
result of the Exclusivity Agreement
** The Offer is subject to a number of conditions (including approval of of the subscriptions) as described in the Bidder`s Statement). Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of Registered Person Nature of Class and Person`s relevant holder of entitled relevant number of votes interest securities to be interest (6) securities registered as holder (8) BCX Gold Various Subject to Relevant 26,274,759 26,274,759 Gold One the terms interest under Ordinary shareholder and section 608(8) shares s who have conditions as a result of accepted of the acceptances of
the Offer Offer, BCX the Offer. The Gold offer is subject to a number of
conditions as described in the Bidders Statement
BPM BPM BCX Gold has a 142,689,35 142,689,35 relevant 0 Ordinary 0 interest under shares
section 608(1)(c) as a result of the Exclusivity
Agreement BPM Various Subject to BPM has a 28,274,759 28,274,759 Gold One the terms relevant Ordinary
shareholder and interest under shares s who have conditions section accepted of the 608(3)(a) as the Offer Offer BCX BCX Gold is
Gold wholly owned by BPM. The relevant interest arises
through acceptance of the Offer.
BPM BPM Relevant 142,689,35 142,689,35 interest under 0 Ordinary 0 section shares 608(1)(a) as
the current holder of securities
Balyin Various Subject to BPM has a 26,274,759 26,274,759 Gold One the terms relevant Ordinary shareholder and interest under shares s who have conditions section
accepted of the 608(3)(a) as the Offer Offer BCX BCX Gold is Gold wholly owned by BPM. The
relevant interest arises through acceptance of
the Offer. BPM BPM BPM is wholly 142,689,35 142,689,35 owned and 0 Ordinary 0
controlled by shares Balyin China-Africa Various Subject to China-Africa 26,274,759 26,274,759 Development Gold One the terms Development Ordinary Fund shareholder and Fund has a shares s who have conditions relevant accepted of the interest under the Offer Offer BCX section
Gold 608(1)(c) as a result of the Exclusivity Agreement. The
relevant interest arises through acceptances of
the Offer BPM BPM China-Africa 142,689,35 142,689,35 Development 0 Ordinary 0
Fund has a shares relevant interest under section
608(1)(c) as a result of the Exclusivity Agreement
China-Africa Various Subject to China-Africa 26,274,759 26,274,759 Investment Gold One the terms Investment Ordinary Holding Co. shareholder and Holding Co. shares Limited s who have conditions Limited has a accepted of the relevant the Offer Offer BCX interest under Gold section 608(1)(c) as a
result of the Exclusivity Agreement The relevant
interest arises through acceptances of the Offer
BPM BPM China-Africa 142,689,35 142,689,35 Investment 0 Ordinary 0 Holding Co. shares
Limited has a relevant interest under section
608(1)(c) as a result of the Exclusivity Agreement
China Various Subject to China 26,274,759 26,264,759 Development Gold One the terms Development Ordinary Bank shareholder and bank shares Corporation s who have conditions Corporation has accepted of the a relevant the Offer Offer BCX interest under Gold section
608(3)(b) because it controls China- Africa
Development Fund. The relevant interest arises
through acceptances of the Offer BPM BPM China 142,689,35 142,689,35
Development 0 Ordinary 0 Bank shares Corporation has a relevant
interest under section 608(3)(b) because it
controls China- Africa Development Fund
Long March Various Subject to Long March 26,274,759 26,274,759 Capital Gold One the terms Capital Limited Ordinary Limited as shareholder and has a relevant shares co-manager s who have conditions interest under of Changxin accepted of the section Element the Offer Offer BCX 608(1)(c) as a Development Gold result of the LLP Exclusivity Agreement. The relevant interest arises
through acceptances of the Offer
BPM BPM Long March 142,689,35 142,689,35 Capital Limited 0 Ordinary 0 has a relevant shares interest under
section 608(1)(c) as a result of the Exclusivity
Agreement CITIC Various Subject to CITIC Kingview 26,274,759 26,274,759 Kingview Gold One the terms Capital Ordinary Capital shareholder and Management Co. shares Management s who have conditions Ltd has a Co. Ltd as accepted of the relevant co-manager the Offer Offer BCX interest under of Changxin Gold section Element 608(1(c) as a Development result of the LLP Exclusivity Agreement. The
relevant interest arises through acceptances of
the Offer BPM BPM CITIC Kingview 142,689,35 142,689,35 Capital 0 Ordinary 0
Management Co. shares Ltd has a relevant interest under
section 608(1)(c) as a result of the Exclusivity
Agreement CX Elements Various Subject to CX Elements 26,274,759 26,274,759 Investment Gold One the terms Investment Ltd Ordinary Ltd shareholder and has a relevant shares s who have conditions interest under accepted of the section the Offer Offer BCX 608(1)(c) as a Gold result of the
Exclusivity Agreement. The relevant interest arises
through acceptances of the Offer BPM BPM CX Elements 142,689,35 142,689,35
Investment Ltd 0 Ordinary 0 has a relevant shares interest under section
608(1)(c) as a result of the Exclusivity Agreement
CX Gold Various Subject to CX Elements 26,274,759 26,274,759 Investment Gold One the terms Investment Ordinary Holdings Ltd shareholder and Holdings Ltd shares s who have conditions has a relevant accepted of the interest under the Offer Offer BCX section Gold 608(1(c) as a
result of the Exclusivity Agreement. The relevant
interest arises through acceptances of the Offer
BPM BPM CX Gold 142,689,35 142,689,35 Investment 0 Ordinary 0 Holdings Ltd shares
has a relevant interest under section 608(1)(c) as a
result of the Exclusivity Agreement
Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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 N/A Addresses The addresses of persons named in this form are as follows: Name ACN Address BCX Gold Investment N/A 96 Youhao Road, Balyin District, Gansu, China Holdings Ltd Balyin Nonferrous N/A 96 Youhao Road, Balyin District, Gansu, China Group Co. Ltd Balyin Precious N/A 96 Youhao Road, Balyin District, Gansu, China Metals investment Ltd China-Africa N/A F10/F11, Tower C, Chamsunny World Trade Development Fund center, No.28 Fuxinmennei Street, Xicheng District, Beijing, China China-Africa Gold N/A F10/F11, Tower C, Chamsunny World Trade Investment Holding center, No.28 Fuxinmennei Street, Xicheng Co. Limited District, Beijing, China China Development N/A No.29 Fuchengmenwai Street Xicheng District, Bank Corporation Beijing Long March Capital N/A Tlanjin Harbour Bonded Area Halgang 6th Road, Limited as co-manager No 78, B-614, c/o Suite 2111, Orient Plaza of Changxin Element Block E1, 1 Chang an Avenue, Beijing, China Development LLP 100738 CITIC Kingview N/A c/o suite, Beijing Capital Mansion Building Capital management No 6, Xinyuan South Road, chaoyang District Co. Ltd as co-manager Beijing, China, 100004 of Chanxin Element Development LLP CX Elements N/A c/o 2111, Orient Plaza Block E1, 1 Chang an Investment Ltd Avenue, Beijing, China 100738 CX Gold Investment N/A c/o 2111, Orient Plaza Block E1, 1 Chang an Holdings Ltd Avenue, Beijing, China 100738 Signature Print Name Alex Yao Capacity Attorney Date 29 September 2011 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. 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 the names and addresses of members is clearly set out in paragraph 6 of the form. (2) See the definition of "associate" in section 9 of the Corporations Act 2001. (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person`s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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. (7) 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 acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. Annexure A Signed Date: 28 September 2011 Date of acceptances Number of shares 29/08/11 635,535 30/08/11 101,214 31/08/11 222,543 1/09/11 382,309 2/09/11 302,737 5/09/11 363,224 6/09/11 272,028 7/09/11 507,433 8/09/11 990,127 9/09/11 228,006 12/09/11 155,800 13/09/11 774,821 14/09/11 491,222 15/09/11 238,025 16/09/11 437,411 19/09/11 775,733 20/09/11 117,084 21/09/11 324,526 22/09/11 64,511 23/09/11 116,747 26/09/11 547,620 27/09/11 100,464 Total 8,149,120 UNQUOTE Johannesburg 29 September 2011 JSE Sponsor Macquarie First South Capital (Pty) Limited Date: 29/09/2011 09:23:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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