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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
Date: 24/01/2014 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
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.
