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

Release Date: 21/12/2011 10:43
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, 21 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 21 December 2011 holder on The previous notice was given to the company on 19 December 2011 The previous notice was dated 19 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 85.00% 886,861,238 85.26% 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 21 BCX Gold Acquisition Consideration 2,684,250 2,684,250 December of a relevant payable on Ordinary 2011 Interest in the terms of shares fully paid the Offer ordinary
shares in Gold One arising upon acceptance of
the takeover offer set out in the Bidder`s
Statement dated 3 August 2011 21 Balyin As above Consideration 2,684,250 2,684,250 December Precious Note: BCX payable on Ordinary 2011 Metals Gold is the terms of shares Investment wholly owned the Offer Limited by BPM ("BPM") 21 Balyin As above Consideration 2,684,250 2,684,250 December Nonferrous Note: BCX payable on Ordinary 2011 Group Co Gold is the terms of shares Limited wholly owned the Offer ("Balyin") by Balyin 21 China- As above Consideration 2,684,250 2,684,250 December Africa Note: China- payable on Ordinary 2011 Development Africa the terms of shares Fund Development the 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")
21 China- As above Consideration 2,684,250 2,684,250 December Africa Gold Note: China- payable on Ordinary 2011 Investment Africa the terms of shares Holding Co. Investment the Offer Limited Holding co. Limited has a relevant interest
under section 608(1)(c) as a result of the
Exclusivity Agreement 21 China As above Consideration 2,684,250 2,684,250 December Development Note: China payable on Ordinary 2011 Bank Development the terms of shares Corporation Bank the Offer Corporation has a
relevant interest under section 608(3)(b)
because it controls China-Africa Development
Fund 21 Long March As above Consideration 2,684,250 2,684,250 December Capital Note: Long payable on Ordinary 2011 Limited as March capital the terms of shares co-manager Limited has a the Offer of Changxin relevant Element interest Development under section LLP 608(1)(c)as a result of the Exclusivity Agreement
21 CITIC As above Consideration 2,684,250 2,684,250 December Kingview Note CITIC payable on Ordinary 2011 capital Kingview the terms of shares Management Capital the 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 21 CX Elements As above Consideration 2,684,250 2,684,250 December Investment Note: CX payable on Ordinary 2011 Ltd Elements the terms of shares Investment the 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 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 744,171,888 744,171,888 Gold One the terms interest Ordinary sharehold and under shares ers who conditions section
have of the 608(8) as accepted Offer, BCX a result the Offer 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 744,171,888 744,171,888 Gold One the terms relevant Ordinary sharehold and interest shares ers who conditions under have of the section
accepted Offer BCX 608(3)(a) the Offer 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 744,171,888 744,171,888 Gold One the terms a relevant Ordinary sharehold and interest shares ers who conditions under
have of the section accepted Offer BCX 608(3)(a) the Offer 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 sharehold and Developmen shares ers who conditions t Fund has have of the a relevant accepted Offer BCX interest
the Offer 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- 744,171,888 744,171,888 Investment Gold One the terms Africa Ordinary Holding Co. sharehold and Investment shares Limited ers who conditions Holding have of the Co. accepted Offer BCX Limited the Offer 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 744,171,888 744,171,888 Development Gold One the terms Developmen Ordinary Bank sharehold and t bank shares Corporation ers who conditions Corporatio have of the n has a accepted Offer BCX relevant the Offer 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 744,171,888 744,171,888 Capital Gold One the terms Capital Ordinary Limited as sharehold and Limited shares co-manager ers who conditions has a of Changxin have of the relevant Element accepted Offer BCX interest Development the Offer 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 744,171,888 744,171,888 Kingview Gold One the terms Kingview Ordinary Capital sharehold and Capital shares Management ers who conditions Management Co. Ltd as have of the Co. Ltd co-manager accepted Offer BCX has a of Changxin the Offer 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 744,171,888 744,171,888 Investment Gold One the terms Elements Ordinary Ltd sharehold and Investment shares ers who conditions Ltd has a
have of the relevant accepted Offer BCX interest the Offer 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 744,171,888 744,171,888 Investment Gold One the terms Elements Ordinary Holdings Ltd sharehold and Investment shares ers who conditions Holdings have of the Ltd has a accepted Offer BCX relevant
the Offer 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 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 21 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. Signed Date: 21 December 2011 UNQUOTE Johannesburg 21 December 2011 JSE Sponsor Macquarie First South Capital (Pty) Limited Date: 21/12/2011 10:43:00 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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