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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 on Friday, 16 December 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
1. 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 15 December 2011
holder on
The previous notice was given to the company on 14 December 2011
The previous notice was dated 14 December 2011
2. 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
securities (4) Previous notice Present notice
Person`s Voting power Person`s Voting power
votes (5) votes (5)
Ordinary 730,840,433 71.45% 846,877,657 82.80%
3. 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:
Person
whose Consideration Class and
relevant given in number of Person`s
Date of interest Nature of relation to securities votes
change changed change (6) change (7) affected affected
15 BCX Gold Acquisition Consideration 116,037 116,037
December of a relevant payable on 224 224
2011 interest in the terms of Ordinary
fully paid the Offer shares
ordinary
shares in
Gold One
arising upon
acceptance of
the takeover
offer set out
in the
Bidder`s
statement
dated 3
August 2011
15 Baiyin As above Consideration 116,037 116,037
December Precious Note: BCX payable on 224 224
2011 Metals Gold is the terms of Ordinary
Investment wholly owned the Offer shares
Limited by BPM
("BPM")
15 Baiyin As above Consideration 116,037 116,037
December Nonferrous Note: BCX payable on 224 224
2011 Group Co Gold is the terms of Ordinary
Limited wholly owned the Offer shares
("Baiyin") by Baiyin
15 China- As above Consideration 116,037 116,037
December Africa Note: China- payable on 224 224
2011 Development Africa the terms of Ordinary
Fund Development the Offer shares
Fund has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
dated 6 July
2011, a copy
of which was
annexed to
the ASIC Form
604 dated 11
July 2011
("Exclusivity
Agreement")
15 China- As above Consideration 116,037 116,037
December Africa Gold Note: China- payable on 224 224
2011 Investment Africa the terms of Ordinary
Holding Co. Investment the Offer shares
Limited Holding Co.
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
15 China As above Consideration 116,037 116,037
December Development Note: China payable on 224 224
2011 Bank Development the terms of Ordinary
Corporation Bank the Offer shares
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
15 Long March As above Consideration 116,037 116,037
December Capital Note: Long payable on 224 224
2011 Limited as March Capital the terms of Ordinary
co-manager Limited has a the Offer shares
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c) as
a result of
the
Exclusivity
Agreement
15 CITIC As above Consideration 116,037 116,037
December Kingview Note: CITIC payable on 224 224
2011 Capital Kingview the terms of Ordinary
Management Capital the Offer shares
Co. Ltd as Management
co-manager Co. Ltd has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c) as
a result of
the
Exclusivity
Agreement
15 CX Element As above Consideration 116,037 116,037
December Development Note: CX payable on 224 224
2011 LLP Elements the terms of Ordinary
Investment the Offer shares
Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
15 CX Gold As above Consideration 116,037 116,037
December Investment Note: CX Gold payable on 224 224
2011 Holdings Investment the terms of Ordinary
Ltd Holdings Ltd the Offer shares
has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
** The Offer has been declared unconditional based on BCX Gold`s notice to
free Offer from conditions dated 25 November 2011.
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registere Person Nature of Class and Person`s
relevant d holder entitled relevant number of votes
interest of to be interest securities
securitie registered (6)
s as holder
(8)
BCX Gold Various Subject to Relevant 704,188,307 704,188,307
persons the terms interest Ordinary
who have and under shares
accepted conditions section
the Offer of the 608(8) as
Offer, BCX a result
Gold of
acceptance
s of the
Offer.
BCX Gold BCX Gold Relevant 142,689,350 142,689,350
interest Ordinary
under shares
section
608(1)(a)
as the
current
holder of
securities
BPM Various Subject to BPM has a 704,188,307 704,188,307
persons the terms relevant Ordinary
who have and interest shares
accepted conditions under
the Offer of the section
Offer, BCX 608(3)(a)
Gold as BCX
Gold is
wholly
owned by
BPM. The
relevant
interest
arises
through
acceptance
of the
Offer.
BCX Gold BCX Gold BPM has a 142,689,350 142,689,350
relevant Ordinary
interest shares
under
section
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM.
Baiyin Various Subject to Baiyin has 704,188,307 704,188,307
persons the terms a relevant Ordinary
who have and interest shares
accepted conditions under
the Offer of the section
Offer, BCX 608(3)(a)
Gold as BCX
Gold is
wholly
owned by
Baiyin.
The
relevant
interest
arises
through
acceptance
s of the
Offer.
BCX Gold BCX Gold Baiyin has 142,689,350 142,689,350
a relevant Ordinary
interest shares
under
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM, and
BPM is
wholly
owned and
controlled
by Baiyin
China-Africa Various Subject to China- 704,188,307 704,188,307
Development persons the terms Africa Ordinary
Fund who have and Developmen shares
accepted conditions t Fund has
the Offer of the a relevant
Offer BCX interest
Gold under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China- 142,689,350 142,689,350
Africa Ordinary
Developmen shares
t Fund has
a relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China-Africa Various Subject to China- 704,188,307 704,188,307
Investment persons the terms Africa Ordinary
Holding Co. who have and Investment shares
Limited accepted conditions Holding
the Offer of the Co.
Offer BCX Limited
Gold has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China- 142,689,350 142,689,350
Africa Ordinary
Investment shares
Holding
Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China Various Subject to China 704,188,307 704,188,307
Development persons the terms Developmen Ordinary
Bank who have and t bank shares
Corporation accepted conditions Corporatio
the Offer of the n has a
Offer BCX relevant
Gold interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China 142,689,350 142,689,350
Developmen Ordinary
t Bank shares
Corporatio
n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund
Long March Various Subject to Long March 704,188,307 704,188,307
Capital persons the terms Capital Ordinary
Limited as who have and Limited shares
co-manager accepted conditions has a
of Changxin the Offer of the relevant
Element Offer BCX interest
Development Gold under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold Long March 142,689,350 142,689,350
Capital Ordinary
Limited shares
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CITIC Various Subject to CITIC 704,188,307 704,188,307
Kingview persons the terms Kingview Ordinary
Capital who have and Capital shares
Management accepted conditions Management
Co. Ltd as the Offer of the Co. Ltd
co-manager Offer BCX has a
of Changxin Gold relevant
Element interest
Development under
LLP section
608(1(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold CITIC 142,689,350 142,689,350
Kingview Ordinary
Capital shares
Management
Co. Ltd
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Elements Various Subject to CX 704,188,307 704,188,307
Investment persons the terms Elements Ordinary
Ltd who have and Investment shares
accepted conditions Ltd has a
the Offer of the relevant
Offer BCX interest
Gold under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold CX 142,689,350 142,689,350
Elements Ordinary
Investment shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold Various Subject to CX 704,188,307 704,188,307
Investment persons the terms Elements Ordinary
Holdings Ltd who have and Investment shares
accepted conditions Holdings
the Offer of the Ltd has a
Offer BCX relevant
Gold interest
under
section
608(1(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold CX Gold 142,689,350 142,689,350
Investment Ordinary
Holdings shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
5. 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
Not applicable Not applicable
6. Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold N/A 96 Youhao Road, Baiyin District, Gansu, China
Investment
Holdings Ltd
Baiyin Nonferrous N/A 96 Youhao Road, Baiyin District, Gansu, China
Group Co. Ltd
Baiyin Precious N/A 96 Youhao Road, Baiyin 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- No 78, B-614, c/o Suite 2111, Orient Plaza
manager of Block E1, 1 Chang an Avenue, Beijing, China
Changxin Element 100738
Development LLP
CITIC Kingview N/A c/o suite 3305, Beijing Capital Mansion
Capital management Building No 6, Xinyuan South Road, chaoyang
Co. Ltd as co- District Beijing, China, 100004
manager 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
15 December 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.
UNQUOTE
Johannesburg
19 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 19/12/2011 07:05:35 Supplied by www.sharenet.co.za
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