GOLD ONE INTERNATIONAL LIMITED - Compulsory Acquisition by BCX Gold Investment Holdings Limited

Release Date: 24/01/2014 07:05
Code(s): GDO
 
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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 announcements 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 9
December 2013 and 15 January 2014, respectively, in relation to the Compulsory
Acquisition. Capitalised terms not defined in this announcement were defined in the earlier
two announcements and should be read as so defined.

Shareholders are advised that Gold One has received payment of the total Acquisition
Consideration from BCX Gold and that it is being held in trust for payment to Shareholders,
pursuant to the provisions of the Act. Further correspondence regarding arrangement for
payment will be sent to registered Shareholders today, 24 January 2014. In it, Shareholders
will be requested to return instructions on how they require their pro rata Acquisition
Consideration to be paid. Payment will be made to Shareholders upon receipt of the required
written instructions and any further documentation requested from them or their Central
Securities Depository Recipients (“CSDP”), stockbrokers or nominees who are the registered
Shareholders.

Shareholders will be paid A$0.30 per Acquisition Share (“Acquisition Consideration”) and
otherwise on the terms set out in the Compulsory Acquisition Notice. Shareholders on the
South African Gold One share register (“SA Register”) will be paid the Acquisition
Consideration based on the Australian Dollar price per Acquisition Shares will be converted
into South African Rand (“ZAR”) using the spot A$/ZAR rate on the date on which the
Acquisition Consideration is paid by BCX Gold to Gold One.

Subsequent to the payment of the Acquisition Consideration by BCX Gold to Gold One and
the Acquisition Shares being registered as held by BCX Gold, Gold One will be delisted from
both the ASX and the JSE.

Payment and delisting Indicative timeline
Event                                                      Day                Date 2014
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                             Thursday           30 January

Note:
1.    Gold One will be delisted from the JSE once payment to dematerialised 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 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
               registered Shareholders;
            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 registered Shareholders, 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 registered Shareholders, 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.

24 January 2014

JSE Sponsor & Transaction Sponsor
Macquarie First South Capital (Pty) Limited

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