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Compulsory Acquisition by BCX Gold Investment Holdings Limited
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”)
Compulsory Acquisition by BCX Gold Investment Holdings Limited
Gold One shareholders (“Shareholders”) are referred to the announcement released on the
Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) and submitted to the
Market Announcements Office of the Australian Securities Exchange (“ASX”) on 22 July
2013, in which it was advised that BCX Gold Investment Holdings Limited (“BCX Gold”)
increased its holding in Gold One’s issued share capital from 88.77% to 90.03%. It was
further advised that by breaching the 90% level, BCX Gold had acquired the right, but not
the obligation, under Chapter 6A of the Australian Corporations Act 2001 (Cth) (“Act”) to
compulsorily acquire all of the remaining Gold One shares (“Acquisition Shares”).
BCX Gold, today 9 December 2013, lodged the ASIC Form 6024 – Notice of compulsory
acquisition (“Compulsory Acquisition Notice”) supported by an independent expert report
with the Australian Securities and Investment Commission (“ASIC”), ASX, JSE and Gold
One. In the Compulsory Acquisition Notice BCX Gold advised of its intention to exercise its
rights pursuant to the compulsory acquisition provisions of the Act, to acquire all of the
Acquisition Shares from the Shareholders (“Compulsory Acquisition”) for A$0.30per
Acquisition Share (“Acquisition Consideration”) and otherwise on the terms set out in the
Compulsory Acquisition Notice. Shareholders on the South African Gold One share register
(“SA Register”) will be paid the Acquisition Consideration based on the Australian Dollar
price per Acquisition Share converted into South African Rand (“ZAR”) using the spot
A$/ZAR rate on the date on which the Acquisition Consideration is paid by BCX Gold to Gold
One. The independent expert has opined that the Acquisition Consideration is fair.
It is anticipated that the Compulsory Acquisition Notice, independent expert report along with
a covering letter to Shareholders and a notice of objection (collectively “Compulsory
Acquisition Documentation”) will be posted by BCX Gold, on Tuesday, 10 December 2013 to
Shareholders registered on the SA Register and Shareholders registered on the Australian
Gold One share register (“Australian Register”) at close of business on 9 December 2013.
The Compulsory Acquisition Documentation is available for download from the Company’s
website hosted at www.gold1.co.za, alternatively on the ASX Companies Announcement
Platform.
The Compulsory Acquisition Notice sets out Shareholders rights in respect of the
Compulsory Acquisition, including the right to object to the Compulsory Acquisition pursuant
to the provisions of the Act by way of a notice of objection addressed to BCX Gold.
The result of the objection process is anticipated to be released on SENS on or about
Tuesday, 15 January 2014.
Should the Compulsory Acquisition not be prevented pursuant to the objection process, BCX
Gold will be required to make payment to Gold One of the total Acquisition Consideration, to
be held in trust by Gold One for payment to Shareholders in terms of the provisions of the
Act. Further correspondence regarding arrangements for payment will be sent to
Shareholders by Gold One on or about 24 January 2014, confirming that the total Acquisition
Consideration has been paid to Gold One and requesting Shareholders to return instructions
on how they require their pro rata Acquisition Consideration to be paid. Payment will be
made to registered Shareholders upon receipt of the required written instructions and any
further documentation requested, from Shareholders or their respective Central Securities
Depository Recipients (“CSDP”), stockbrokers or nominees registered as Shareholders.
Subsequent to the payment of the Acquisition Consideration by BCX Gold to Gold One and
the Acquisition Shares being registered in the name of BCX Gold, Gold One will be delisted
from both the ASX and the JSE.
Payment and delisting Indicative timeline:
Event Day Date 2014
Objection period Closes Monday 13 January
Results of objections announced on SENS and ASX Wednesday 15 January
Last day to trade to be entitled to payment Thursday 16 January
Trade suspended on the ASX and the JSE Friday 17 January
Record Date Thursday 23 January
Payment of Acquisition Consideration by BCX Gold to Friday 24 January
Gold One
Letter sent to registered Shareholders regarding Friday 24 January
payment arrangements
Delisting from the ASX and JSE on or about Thursday 30 January
Note:
1. The indicative timetable is subject to change depending on the result of the objection
process. Any changes to the indicative timetable will be announced on SENS and the
ASX.
2. Between the date of the last day to trade and the date of the Record Date no
transfers of Acquisition Shares between the SA Register and the Australian Register
will be permitted.
3. Gold One will be delisted from the JSE once payment to dematerialized shareholders
on the SA Register has been completed.
South African Exchange Control Regulations
The settlement of the Acquisition Consideration in respect of the Acquisition Shares
registered on the SA Register will be effected subject to the South African Exchange Control
Regulations (“Excon Regulations”). The following is a summary of the Excon Regulations
which apply to South African Shareholders holding Acquisition Shares on the SA Register. If
in doubt, such Shareholders should consult their professional advisers without delay.
Residents of the South African Common Monetary Area
The Acquisition Consideration due to Shareholders who are residents of the Common
Monetary Area will be dealt with as follows:
- in the case of Shareholders-
o whose Acquisition Shares are held in their own names;
o whose registered addresses in the SA Register are within the Common
Monetary Area; and
o whose share certificates are not restrictively endorsed in terms of the Excon
Regulations,
the Acquisition Consideration will be paid to such Shareholders in accordance with
their payment instructions; or
- in the case of Shareholders-
o whose Acquisition Shares are held by their CSDP or stockbroker as
nominees;
o whose registered addresses in the SA Register are within the Common
Monetary Area; and
o who have not been restrictively designated in terms of the Excon Regulations,
the Acquisition Consideration will be credited directly to the accounts nominated for
the relevant Shareholder by their duly appointed CSDP or stockbroker in terms of the
provisions of the custody or mandate agreement with their CSDP or stockbroker
provided the CSDP or stockbroker has provided the payment instructions to Gold
One per the payment instruction form.
Emigrants from the Common Monetary Area
The consideration due to Shareholders who are emigrants from the Common Monetary Area
will be dealt with as follows:
- in the case of Shareholders-
o whose Acquisition Shares are held in their own names; and
o whose share certificates have been restrictively endorsed under the Excon
Regulations,
the Acquisition Consideration will be forwarded to the authorised dealer(s) in foreign
exchange in South Africa controlling such Shareholders’ blocked assets in terms of
the Excon Regulations. The payment instruction form makes provision for details of
the authorised dealer(s) concerned to be given; or
- in the case of Shareholders whose Acquisition Shares are held by their CSDP or
stockbroker as nominees, the Acquisition Consideration will be credited to the
account of the Shareholder’s CSDP or stockbroker which shall arrange for the same
to be credited directly to the Shareholder’s blocked ZAR account held by the
Shareholder’s dealers in foreign exchange in South Africa, provided the CSDP or
stockbroker has provided the payment instructions to Gold One as per the payment
instruction form.
All other non-residents of the Common Monetary Area
The Acquisition Consideration due to Shareholders who-
- hold Acquisition Shares that are registered on the SA Register;
- are non-residents of the Common Monetary Area;
- have not resided in South Africa; and
- whose registered addresses are outside the Common Monetary Area,
will be dealt with as follows:
- in the case of Shareholders whose Acquisition Shares are held in their own names,
the Acquisition Consideration will be forwarded to the authorised dealer(s) in foreign
exchange in South Africa who hold(s) their non-resident account(s) in terms of the
Excon Regulations. The payment instruction form makes provision for details of the
authorised dealer(s) concerned to be given; or
- in the case of Shareholders whose Acquisition Shares are held by their CSDP or
stockbroker as nominees, the Acquisition Consideration will be credited to the
account of the Shareholder’s CSDP(s) or stockbroker(s) which shall arrange for the
same to be forwarded to the authorised dealer(s) in foreign exchange in South Africa
who hold(s) the Shareholder’s non-resident accounts(s) in terms of the Excon
Regulations, provided the CSDP or stockbroker has provided the payment
instructions to Gold One as per the payment instruction form.
Information not provided
If the information regarding authorised dealers or payment instructions is not given, the
Acquisition Consideration will be held in trust for the Shareholder concerned, pending receipt
of the necessary information or instructions. The payment instruction form makes provision
for the registered Shareholder to furnish written instructions as to how the Acquisition
Consideration should be dealt with. It will then be incumbent on such registered Shareholder
to instruct as to how such Acquisition Consideration is to be dealt with. After 12 months, the
Acquisition Consideration remaining in trust with Gold One will be paid over to ASIC.
9 December 2013
JSE Sponsor & Transaction Sponsor
Macquarie First South Capital (Pty) Limited
Date: 09/12/2013 07:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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