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

Release Date: 19/12/2011 09:15
Code(s): GDO
Wrap Text

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, today, 19 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 Gold") Name (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 19 December 2011 holder on The previous notice was given to the company on 16 December 2011 The previous notice was dated 16 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 884,176,988 81.992% 884,176,988 85.00% 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 relevant Consideration Class and interest given in number of Person`s Date of changed Nature of relation to securities votes change change (6) change (7) affected affected 19 December BCX Gold Acquisition Consideration 0 Ordinary 0 2011 of a relevant payable on the shares Interest in terms of the
fully paid Offer ordinary shares in Gold One
arising upon acceptance of the takeover offer set out
in the Bidder`s Statement dated 3
August 2011 19 December Balyin As above Consideration 0 Ordinary 0 2011 Precious Note: BCX payable on the shares Metals Gold is terms of the
Investment wholly owned Offer Limited by BPM ("BPM") 19 December Balyin As above Consideration 0 Ordinary 0 2011 Nonferrous Note: BCX payable on the shares Group Co Gold is terms of the Limited wholly owned Offer ("Balyin") by Balyin
19 December China- As above Consideration 0 Ordinary 0 2011 Africa Note: China- payable on the shares Development Africa terms of the Fund Development Offer
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") 19 December China- As above Consideration 0 Ordinary 0 2011 Africa Gold Note: China- payable on the shares Investment Africa terms of the Holding Co. Investment Offer Limited Holding co. Limited has a
relevant interest under section 608(1)(c) as
a result of the Exclusivity Agreement
19 December China As above Consideration 0 Ordinary 0 2011 Development Note: China payable on the shares Bank Development terms of the Corporation Bank Offer
Corporation has a relevant interest
under section 608(3)(b) because it controls
China-Africa Development Fund 19 December Long March As above Consideration 0 Ordinary 0 2011 Capital Note: Long payable on the shares Limited as March capital terms of the co-manager Limited has a Offer of Changxin relevant
Element interest Development under section LLP 608(1)(c)as a result of the
Exclusivity Agreement 19 December CITIC As above Consideration 0 Ordinary 0 2011 Kingview Note CITIC payable on the shares capital Kingview terms of the Management Capital Offer 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
19 December CX Elements As above Consideration 0 Ordinary 0 2011 Investment Note: CX payable on the shares Ltd Elements terms of the Investment Offer
Ltd 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 Registered Person Nature of Class and Person`s relevant holder of entitled relevant number of votes interest securities to be interest securities registered (6)
as holder (8) BCX Gold Various Subject to Relevant 741,487,638 741,487,638 Gold One the terms interest Ordinary
shareholder and under shares s who have conditions section accepted of the 608(8) as the Offer 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 741,487,638 741,487,638 Gold One the terms relevant Ordinary shareholder and interest shares
s who have conditions under accepted of the section the Offer 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. Balyin Various Subject to Baiyin has 741,487,638 741,487,638 Gold One the terms a relevant Ordinary
shareholder and interest shares s who have conditions under accepted of the section the Offer 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- 741,487,638 741,487,638 Development Gold One the terms Africa Ordinary Fund shareholder and Developmen shares s who have conditions t Fund has
accepted of the a relevant the Offer 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- 741,487,638 741,487,638 Investment Gold One the terms Africa Ordinary Holding Co. shareholder and Investment shares Limited s who have conditions Holding accepted of the Co. the Offer 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 741,487,638 741,487,638 Development Gold One the terms Developmen Ordinary Bank shareholder and t bank shares Corporation s who have conditions Corporatio accepted of the n has a the Offer 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 741,487,638 741,487,638 Capital Gold One the terms Capital Ordinary Limited as shareholder and Limited shares co-manager s who have conditions has a of Changxin accepted of the relevant Element the Offer 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 741,487,638 741,487,638 Kingview Gold One the terms Kingview Ordinary Capital shareholder and Capital shares Management s who have conditions Management Co. Ltd as accepted of the Co. Ltd co-manager the Offer 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 741,487,638 741,487,638 Investment Gold One the terms Elements Ordinary Ltd shareholder and Investment shares s who have conditions Ltd has a accepted of the relevant the Offer 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 741,487,638 741,487,638 Investment Gold One the terms Elements Ordinary Holdings Ltd shareholder and Investment shares s who have conditions Holdings
accepted of the Ltd has a the Offer 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 N/A N/A 6 Addresses The addresses of persons named in this form are as follows: Name ACN Address BCX Gold N/A 96 Youhao Road, Balyin District, Gansu, China Investment 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 center, Development Fund No.28 Fuxinmennei Street, Xicheng District, Beijing, China China-Africa Gold N/A F10/F11, Tower C, Chamsunny World Trade center, Investment Holding No.28 Fuxinmennei Street, Xicheng District, Co. Limited 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 19 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. Annexure A Signed Date: 19 December 2011 UNQUOTE Johannesburg 19 December 2011 JSE Sponsor Macquarie First South Capital (Pty) Limited Date: 19/12/2011 09:15:25 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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