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GDO - Gold One - Notice of Variation Extending Offer Period and Notice Under
Section 630(2)(b) of the Corporations Act
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth) with
registration number ACN: 094 265 746
(Registered in South Africa as an external company with registration number
2009/000032/10)
ISIN: AU000000GDO5
Share Code on the ASX/JSE: GDO
OTCQX International: GLDZY
("Gold One" or the "company")
NOTICE OF VARIATION EXTENDING OFFER PERIOD AND NOTICE UNDER SECTION 630(2)(b) OF
THE CORPORATIONS ACT
A substantial holder of Gold On, today, 27 October 2011, submitted to the
Australian Securities Exchange ("ASX") the following - "Notice of variation" as
well as an accompanying cover letter to shareholders which are available for
download from the company`s website hosted at www.gold1.co.za.
QUOTE
BCX Gold gives notice under section 650D of the Corporations Act 2001 (Cwlth)
("Corporations Act") that it varies the Offer by extending the close of the
Offer Period (as defined in the Bidder`s Statement) from 7.00pm (Sydney
time)/10.00am (South African time) on Friday 11 November 2011, to 7.00pm (Sydney
time)/10.00am (South African time) on Thursday 15 December 2011 (unless further
extended or withdrawn).
The new date for giving notice under section 630 of the Corporations Act of the
status of the conditions set out in Appendix 2 of the Bidder`s Statement is
7.00pm (Sydney time)/10.00am (South African time) on Thursday 1 December 2011
(unless the Offer is further extended or withdrawn).
The extension of the Offer Period is due to the Regulatory Approvals in the
People`s Republic of China taking longer than anticipated. However, as noted in
Gold One`s ASX announcement dated 19 October 2011, the key Chinese Regulatory
Approval, being that of the Chinese National Development and Reform Commission,
has been obtained.
As at the date of this notice:
- as stated in the `Notice of Fulfilment of Condition` on 7 September 2011,
the condition in paragraph (a) of Appendix 2 of the Bidder`s Statement has
been fulfilled and, accordingly, the Offers are free of that condition;
- as stated in the `Notice of Fulfilment of Condition` on 25 October 2011,
the condition in paragraph (c) of Appendix 2 of the Bidder`s Statement has
been fulfilled and, accordingly, the Offers are free of that condition; and
- so far as BCX Gold knows, none of the other defeating conditions to the
Offers set out in Appendix 2 of the Bidder`s Statement has been fulfilled
or waived, and, accordingly, the Offers remain subject to those conditions.
As this variation results in BCX Gold varying the Offer in a way that postpones
for more than one month the time when BCX Gold has to meet its obligations under
the bid, each person to whom BCX Gold has made an Offer and who has accepted the
Offer, has the right to withdraw their acceptance by giving notice to BCX Gold
within one month beginning on the day after the day on which a copy of this
notice of variation is received.
Any notice by a shareholder withdrawing its acceptance of the Offer under
section 650E of the Corporations Act must:
- if you hold your Gold One Shares, or any of them, on the Gold One
Australian Share Register and the shares are in a CHESS Holding, be in the
form of:
- a Valid Originating Message transmitted to ASX Settlement by the
Controlling Participant for that CHESS Holding, specifying the number
of shares to be released from the Offer Accepted Subposition in which
the relevant shares have been reserved; or
- notice in writing to BCX Gold, care of Boardroom Pty Limited at the
addresses below, setting out the information that Gold One requires to
transmit a Valid Message to ASX Settlement on behalf of the offeree in
accordance with the ASX Settlement Operating Rules; or
- if you hold your Gold One Shares, or any of them, on the Gold One South
African Share Register in uncertificated form (that is, in Strate), you
should contact your CSDP or stockbroker and instruct them to withdraw your
acceptance in accordance with your mandate; or
- in any other case, be in writing in the form of a letter addressed to BCX
Gold:
- if you hold your Gold One Shares, or any of them, on the Gold One
Australian Share Register care of Boardroom Pty Limited at:
- if by post:
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
or if by delivery:
Boardroom Pty Limited
Level 7
207 Kent Street
Sydney NSW 2000,
- if you hold your Gold One Shares, or any of them, on the Gold One South
African Share Register, care of Computershare Investor Services
(Proprietary) Limited at:
if by post:
Computershare Investor Services (Proprietary) Limited
PO Box 61763
Marshalltown 2107
or if by delivery:
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg 2001.
If a shareholder withdraws an acceptance in this manner, BCX Gold must, before
the end of 14 days after the day it is given the withdrawal notice:
(a) return to the shareholder any documents that were sent by the shareholder
to BCX Gold with the acceptance of the Offer; and
(b) if the shares are in a CHESS Holding, Transmit to ASX Settlement a Valid
Message that authorises the release of those shares from the Offer Accepted
Subposition in which the CHESS Holding has been reserved.
Words defined in the ASX Settlement Operating Rules (being the operating rules
of the settlement facility provided by ASX Settlement Pty Limited) have the same
meaning when used in this notice, unless the context requires otherwise.
Capitalised terms in this notice not defined in the ASX Settlement Operating
Rules have the same meaning as in the Bidder`s Statement.
A copy of this notice was lodged with the Australian Securities and Investments
Commission ("ASIC") on 27 October 2011. ASIC takes no responsibility for the
contents of this notice.
This notice is dated 27 October 2011.
Signed by SUN Long on behalf of, and as the sole director of, BCX Gold
Investment Holdings Ltd.
Signed
SUN Long
Sole Director
UNQUOTE
The notice of variation as well as the accompanying cover letter to shareholders
are available for download from the company`s website hosted at www.gold1.co.za
Johannesburg
27 October 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 27/10/2011 11:15:02 Supplied by www.sharenet.co.za
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