To view the PDF file, sign up for a MySharenet subscription.

GOLD ONE INTERNATIONAL LIMITED - Notice of change of substantial holder

Release Date: 18/07/2013 10:35
Code(s): GDO     PDF:  
Wrap Text
Notice of change 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, 18 July 2013, 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
   Name                            (“BCX Gold”) (and its related bodies
                                   corporate and associates named in this
                                   form, including Baiyin Nonferrous Group
                                   Co. Limited)
   ACN/ARSN (if applicable)        Not applicable


  There was a change in the interests of the substantial           17/07/2013
  holder on
  The previous notice was given to the company on                  30/12/2011
  The previous notice was dated                                    20/12/2011

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         1.261,861,238 89.17%           1,279,861,238 90.03%

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
                                                18,000,000 18,000,000
17 July CX Gold     Acquisition   ZAR
                                                Ordinary
2013     Investment of a relevant 45,000,000
                                                shares
         Holdings   Interest in
          Ltd (“CX     fully paid
          Gold”)       ordinary
                       shares in
                       Gold One
17 July   BCX Gold     As above        As above   As above   As above
2013                   Note: BCX
                       Gold 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”)
17 July   Baiyin       As above        As above   As above   As above
2013      Precious     Note: BPM has
          Metals       a relevant
          Investment   interest
          Limited
                       under section
          (“BPM”)      608(1)(c) as
                       a result of
                       the
                       Exclusivity
                       Agreement
17 July   BaIyin       As above        As above   As above   As above
2013      Nonferrous   Note: Baiyin
          Group Co     has a
          Limited      relevant
          (“BaIyin”)   interest
                       under section
                       608(1)(c) as
                       a result of
                       the
                       Exclusivity
                        Agreement
17 July   China-        As above        As above   As above   As above
2013      Africa        Note: China-
          Development   Africa
          Fund          Development
                        Fund has a
                        relevant
                        interest
                        under section
                        608(1)(c) as
                        a result of
                        the
                        Exclusivity
                        Agreement
17 July   China-        As above        As above   As above   As above
2013      Africa Gold   Note: China-
          Investment    Africa Gold
          Holding Co.   Investment
          Limited       Holding Co.
                        Limited has a
                        relevant
                        interest
                        under section
                        608(1)(c) as
                        a result of
                        the
                        Exclusivity
                        Agreement
17 July   China         As above        As above   As above   As above
2013      Development   Note: China
          Bank          Devevelopment
          Corporation   Bank
                        Corporation
                        has a
                        relevant
                        interest
                        because it
                        controls
                        China-Africa
                        Development
                        Fund
17 July   Long March    As above        As above   As above   As above
2013      Capital       Note: CX Gold
          Limited as    is wholly
          co-manager    owned by CX
          of Changxin   Elements
          Element       Investment
          Development   Ltd, which is
          LLP           co-managed by
                        Long March
                        Capital
                        Limited
17 July   CITIC         As above        As above   As above   As above
2013
            Kingview      Note: CX Gold
            Capital       is wholly
            Management    owned by CX
            Co. Ltd as
                          Elements
            co-manager    Investment
            of Changxin   Ltd, which is
            Element       co-managed by
            Development   CITIC
            LLP           Kingview
                          Capital
                          Management
                          Co. Ltd
  17 July   CX Elements As above      As above       As above    As above
  2013      Investment  Note: CX Gold
            Ltd         is wholly
                        owned by CX
                        Elements
                        Investment
                        Ltd


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      BCX Gold   BCX Gold    Relevant   1,261,861,2 1,261,861,2
                                        interest   38 Ordinary 38
                                        under      shares
                                        section
                                        608(1)(a)
                                        as the
                                        current
                                        holder of
                                        securities
                 CX Gold    CX Gold     BCX Gold   18,000,000   18,000,000
                                        has a      Ordinary
                                        relevant   Shares
                                        interest
                                        under
                                        section
                                        608(1)(c)
                                        as a
                                        result of
                                        the
                                        Exclusivit
                                        y
                                        Agreement
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)
BPM         BCX Gold    BCX Gold     BPM has a    1,261,861,2   1,261,861,2
                                     relevant     38 Ordinary   38
                                     interest     shares
                                     under
                                     section
                                     608(3)(a)
                                     as BCX
                                     Gold is
                                     majority
                                     owned by
                                     BPM
            CX Gold     CX Gold      BPM has a    18,000,000    18,000,000
                                     relevant     Ordinary
                                     interest     Shares
                                     under
                                     section
                                     608(1)(c)
                                     as a
                                     result of
                                     the
                                     Exclusivit
                                     y
                                     Agreement
Baiyin      BCX Gold    BCX Gold     Baiyin has   1,261,861,2   1,261,861,2
                                     a relevant   38 Ordinary   38
                                     interest     shares
                                     under
                                     section
                                     608(3)(a)
                                     as BCX
                                     Gold is
                                     majority
                                     owned by
                                     BPM, and
                                     BPM is
                                     wholly
                                     owned by
                                     Baiyin
            CX Gold     CX Gold      Baiyin has   18,000,000    18,000,000
                                     a relevant   Ordinary
                                     interest     Shares
                                     under
                                     section
                                     608(1)(c)
                                     as a
                                     result of
                                     the
                                     Exclusivit
                                     y
                                     Agreement
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)
China-Africa   BCX Gold    BCX Gold     China-       1,261,861,2   1,261,861,2
Development                             Africa       38 Ordinary   38
Fund                                    Developmen   shares
                                        t Fund has
                                        a relevant
                                        interest
                                        under
                                        section
                                        608(1)(c)
                                        as a
                                        result of
                                        the
                                        Exclusivit
                                        y
                                        Agreement
               CX Gold     CX Gold      China-       18,000,000    18,000,000
                                        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   BCX Gold    BCX Gold     China-       1,261,861,2   1,261,861,2
Investment                              Africa       38 Ordinary   38
Holding Co.                             Investment   shares
Limited                                 Holdings
                                        Co.
                                        Limited
                                        has a
                                        relevant
                                        interest
                                        under
                                        section
                                        608(1)(c)
                                        as a
                                        result of
                                        the
                                        Exclusivit
                                        y
                                        Agreement
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)
              CX Gold     CX Gold      China-       18,000,000    18,000,000
                                       Africa       Ordinary
                                       Investment   Shares
                                       Holdings
                                       Co.
                                       Limited
                                       has a
                                       relevant
                                       interest
                                       under
                                       section
                                       608(1)(c)
                                       as a
                                       result of
                                       the
                                       Exclusivit
                                       y
                                       Agreement
China         BCX Gold    BCX Gold     China        1,261,861,2   1,261,861,2
Development                            Developmen   38 Ordinary   38
Bank                                   t Bank       shares
Corporation                            Corporatio
                                       n has a
                                       relevant
                                       interest
                                       under
                                       section
                                       608(3)(b)
                                       because it
                                       controls
                                       China-
                                       Africa
                                       Developmen
                                       t Fund
              CX Gold     CX Gold      China        18,000,000    18,000,000
                                       Developmen   Ordinary
                                       t Bank       Shares
                                       Corporatio
                                       n has a
                                       relevant
                                       interest
                                       under
                                       section
                                       608(3)(b)
                                       because it
                                       controls
                                       China-
                                       Africa
                                       Developmen
                                       t Fund
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)
Long March    BCX Gold    BCX Gold     Long March   1,261,861,2   1,261,861,2
Capital                                Capital      38 Ordinary   38
Limited as                             Limited      shares
co-manager                             has a
of Changxin                            relevant
Element                                interest
Development                            under
LLP                                    section
                                       608(1)(c)
                                       as a
                                       result of
                                       the
                                       Exclusivit
                                       y
                                       Agreement
              CX Gold     CX Gold      Long March   18,000,000    18,000,000
                                       Capital      Ordinary
                                       Limited      Shares
                                       has a
                                       relevant
                                       interest
                                       under
                                       section
                                       608(1)(c)
                                       as a
                                       result of
                                       the
                                       Exclusivit
                                       y
                                       Agreement
CITIC         BCX Gold    BCX Gold     CITIC        1,261,861,2   1,261,861,2
Kingview                               Kingview     38 Ordinary   38
Capital                                Capital      shares
Management                             Management
Co. Ltd as                             Co. Ltd
co-manager                             has a
of Changxin                            relevant
Element                                interest
Development                            under
LLP                                    section
                                       608(1)(c)
                                       as a
                                       result of
                                       the
                                       Exclusivit
                                       y
                                       Agreement
              CX Gold     CX Gold      CITIC        18,000,000    18,000,000
                                       Kingview     Ordinary
                                       Capital      Shares
                                       Management
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)
                                        Co. Ltd
                                        has a
                                        relevant
                                        interest
                                        under
                                        section
                                        608(1)(c)
                                        as a
                                        result of
                                        the
                                        Exclusivit
                                        y
                                        Agreement
CX Elements    BCX Gold    BCX Gold     CX           1,261,861,2   1,261,861,2
Investment                              Elements     38 Ordinary   38
Ltd                                     Investment   shares
                                        Ltd has a
                                        relevant
                                        interest
                                        under
                                        section
                                        608(1)(c)
                                        as a
                                        result of
                                        the
                                        Exclusivit
                                        y
                                        Agreement
               CX Gold     CX Gold      CX           18,000,000    18,000,000
                                        Elements     Ordinary
                                        Investment   Shares
                                        Ltd has a
                                        relevant
                                        interest
                                        under
                                        section
                                        608(3)(a)
                                        as CX Gold
                                        is wholly
                                        owned by
                                        CX
                                        Elements
                                        Investment
                                        Limited
CX Gold        BCX Gold    BCX Gold     CX Gold      1,261,861,2   1,261,861,2
Investment                              Investment   38 Ordinary   38
Holdings Ltd                            Holdings     shares
                                        Ltd has a
                                        relevant
                                        interest
                                        under
  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)
                                          section
                                          608(1)(c)
                                          as a
                                          result of
                                          the
                                          Exclusivit
                                          y
                                          Agreement
                CX Gold      CX Gold      Relevant     18,000,000   18,000,000
                                          interest     Ordinary
                                          under        Shares
                                          section
                                          608(1)(c)
                                          as the
                                          current
                                          holder of
                                          securities


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, Balyin District, Gansu, China
  Investment
  Holdings Ltd
  Baiyin Nonferrous    N/A      96 Youhao Road, Balyin District, Gansu, China
  Group Co. Ltd
  Baiyin 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
Changxin 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
17 July 2013

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: 17 July 2013

UNQUOTE
Johannesburg
18 July 2013

JSE Sponsor
Macquarie First South Capital (Pty) Limited

Date: 18/07/2013 10:35:00 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
 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.

Share This Story