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Your Options to acquire Shares in Gold One International Limited at A$0.50 per share expire on 12 October 2012
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”)
Gold One, today, 12 September 2012, released on the Australian Securities Exchange (“ASX”) Market Announcements Platform
the following notification to Option Holders:
QUOTE
Dear Option Holder,
Your Options to acquire Shares in Gold One International Limited at A$0.50 per share expire on 12 October 2012.
We are writing to you as a registered holder of listed Options (ASX: GDOO) in Gold One International Limited ("Gold
One") to advise you that the Options will expire at 5:00pm AEDT on 12 October 2012.
Your Options may be exercised in full or in part by sending payment of the amount payable (Exercise Price of A$0.50
per option) by no later than 12 October 2012. If payment is not received by 5:00pm AEDT on that date, your Options
will lapse and all of your rights attaching to the Options will cease at that time.
Some of the courses of action available to you as an Option Holder include:
- Exercise the Options on or before 12 October 2012.
- Sell your Options. Note that quotation of the Options will cease at the close of trade on 5 October 2012.
- Do nothing, i.e., allow your Options to expire. If you do not exercise or sell your Options they will expire on 12
October 2012 and your right to acquire Shares in Gold One at A$0.50 will lapse.
There is no obligation for Option Holders to exercise their Options. Under paragraph 6.1 of Appendix 6A, the
Company is required to advise you of the following information in addition to that already provided:
- The total number of outstanding Gold One listed Options as at the date of this notice is 6,537,335.
- Each option entitles the holder to receive, on exercise, one single fully paid ordinary share in Gold One. If all
Options were exercised, 6,537,335 fully paid ordinary Shares would be issued.
- Set out in the enclosed "Notice of Exercise of Option" form is the total number of Options that you hold and
the number of Shares that you would be issued on exercise of those Options.
- The following information is provided about the market price of Gold One ordinary Shares:
ASX market sale price of ordinary
Shares on 11 September 2012,
A$0.40
being the last trading day prior to
the date of this notice
Highest ASX market sale price of
ordinary Shares for the three
A$0.50
months preceding this notice (and
(31 July 2012)
the corresponding date(s) of those
sales)
Lowest ASX market sale price of
ordinary Shares for the three
A$0.38
months preceding this notice (and
(10 September 2012)
the corresponding date(s) of those
sales)
- No underwriting agreement exists in relation to the Options.
If you wish to exercise your Options then you must complete the enclosed “Notice of Exercise of Option” form and
forward it with your payment of A$0.50 per option exercised, to be received by no later than 5:00pm (AEDT) on 12
October 2012, to the Company’s share register being:
Boardroom Limited
GPO Box 3393
Sydney NSW 2001
Australia
Cheques should be made payable to “Gold One International Limited” in Australian Dollars only and should be
crossed “Not Negotiable”.
Should you have any further questions, please do not hesitate to contact our Share Registry by telephone on 1300
737 760 within Australia, +61 2 9290 9600 outside Australia, or by email at enquiries@boardroomlimited.com.au
Kind Regards,
Signed
Brett Snell
Company Secretary
Application for Shares on Exercise of Options
I/We being the registered holders of Gold One International Limited Options (expiring 12 October 2012) each to
acquire one Fully Paid Ordinary Share in Gold One International Limited hereby give notice of the exercise of Options
and attach hereto my/our cheque payable to “GOLD ONE INTERNATIONAL LIMITED” at $0.50 per Option in payment
of such exercise.
I/We agree to my/our name/s being placed on the Register of Members in respect to the number of Shares allotted
and to be bound by the Constitution of the Company.
Number of Options held/Number of Multiplied by the Total payment due:
Shares to be issued on exercise: Exercise Price of
$0.50
Accordingly, I/We enclose a cheque for the sum of A$__________________ being the correct amount for
the exercise of __________________ Options.
Please Sign Here:
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director & Sole Company Secretary Director Director/Company Secretary
Business Telephone No. ( ) Date
Please return to Gold One International Limited C/- Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001
Gold One International Limited
ABN 35 094 265 746
Option Terms (Extract)
1. Register
The Company will maintain a register of holders of Options in accordance with Section 168(1)(b) of the Corporations Act.
2. Non Transferable
An Option may be transferred or transmitted in any manner approved by the ASX.
3. Exercise
An Option may be exercised by delivery to the Company of a duly completed Notice of Exercise of Options, signed by the registered holder of the Option,
together with payment to the Company of $0.50 per Option being exercised and the relevant Option certificate. An Option may b e exercised on any Business Day
from the date of grant to 12 October 2012, (inclusive) but not after that date. A Notice of Exercise of Options is only effective when the Company has received the
full amount of the Exercise Price in cash or cleared funds.
4. Dividend Entitlement
Options do not carry any dividend entitlement until they are exercised. Shares issued on exercise of Options rank equally with other issued Shares 7 Business Days
after their date of issue and are entitled to dividends declared on and from that date.
5. Participating Rights
(a) The Option Holder may only participate in new issues of securities to holders of Shares if the Option has been exercised and Shares allotted in respect
of the Option before the record date for determining entitlements to the issue.
(b) The Company must give at least 7 Business Days’ notice to Option Holders of any new issue before the record date for determining entitlements to the
issue in accordance with the Listing Rules.
(c) If between the date of issue and the date of exercise of an Option the Company makes 1 or more rights issues (being a pro rata issue of Shares in the
capital of the Company that is not a bonus issue), the Exercise Price of Options on issue will be reduced in respect of each rights issue according to the
following formula:
NE = OE - E[P-(S + D)]
(N + 1)
where:
NE is the new Exercise Price of the Option;
OE is the old Exercise Price of the Option;
E is the number of underlying Shares into which 1 Option is exercisable;
P is the average closing sale price per Share (weighted by reference to volume) during the 5 trading days ending on the day b efore the ex rights date or
ex entitlements date (excluding special crossings and overnight sales);
S is the subscription price for a Share under the rights issue;
D is the dividend due but not yet paid on each Share at the relevant time; and
N is the number of Shares that must be held to entitle holders to receive a new Share in the rights issue.
If there is a bonus issue to the holders of Shares, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the
holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.
6. Reconstructions and Alteration of Capital
Any adjustment to the number of Outstanding Options and the Exercise Price under a re-organisation of the Company’s share capital must be made in accordance
with the Listing Rules.
7. ASX Listing
The Company must make an application for the Options to be listed on the ASX in accordance with the Listing Rules. The Company must make application for
quotation of Shares issued on exercise of the Options on the ASX in accordance with the Listing Rules. Shares so issued will rank equally with other issued Shares
of the Company.
8. Definitions
In these Rules, unless the context otherwise requires:
Board means the Board of directors of the Company; Business Day means those days other than a Saturday, Sunday or New South Wales public holiday and any
day which the Australian Stock Exchange Limited has declared not to be a Business Day; Company means Gold One International Limited (formerly BMA Gold
Limited); Corporations Act means the Corporations Act 2001 (Cth); Exercise Date means the date on which an Option Holder exercises some or all Options;
Exercise Notice means a notice from the Option Holder to the Company exercising a specified number of Options in substantially the form of the Schedule;
Exercise Period means a period during which an Option is exercisable; Exercise Price means the price shown as the Exercise Price on the face of the Allotment
Advice; Expiry Date means the date shown as the Expiry Date on the face of the Allotment Advice; Grant Date means the date the Options were allotted to
Option Holders as shown on the face of the Allotment Advice; Group means the Company and its Subsidiaries; Listing Rules means the Listing Rules of the
Australian Stock Exchange Limited; Options means the Options referred to in the Allotment Advice; Option Holder means the person registered in the Company’s
option register as the holder of the Options; Shares means fully paid ordinary Shares in the capital of the Company; Outstanding Options means the Options not
yet exercised from time to time; Shareholder means a Shareholder of the Company; and Subsidiary has the meaning given to it in the Corporations Act.
UNQUOTE
Johannesburg
12 September 2012
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 12/09/2012 07:05:00 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
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