| Wed 24 Jun 2009, 7:15 | | GDO - Gold One - General And Specific Issue Of Shares For Cash Lifting Of Trade |
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GDO
GDO
GDO - Gold One - General And Specific Issue Of Shares For Cash, Lifting Of Trade
Halt And Renewal Of Cautionary
Gold One International Limited
(Previously BMA Gold Limited)
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 756
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
("Gold One" or the "company")
GENERAL AND SPECIFIC ISSUE OF SHARES FOR CASH, LIFTING OF TRADE HALT AND RENEWAL
OF CAUTIONARY
1. GENERAL ISSUE OF SHARES FOR CASH
On 22 June 2009, Gold One entered into agreements with sophisticated and
professional investors within the meaning of sections 708(8) and 708(11),
respectively, of the Australian Corporations Act (Cth) ("general issue
subscribers") to subscribe for a maximum amount of 33,600,000 Gold One ordinary
shares ("general issue shares") at an issue price of ZAR2.03338/AUD0.3148 per
share ("issue price"). The issue price constitutes a 10% discount to the
weighted average traded price of Gold One shares measured over the 30 business
days prior to the date the general issue of shares for cash was agreed between
Gold One and the general issue subscribers ("general issue"). The general issue
subscribers qualify as "public" shareholders within the meaning of paragraphs
4.25 and 4.26 of the Listings Requirements of JSE Limited ("JSE") ("JSE Listings
Requirements") and the general issue subscribers are not deemed to be related
parties in terms of section 10 of the JSE Listings Requirements.
The general issue will be implemented in terms of a general authority granted by
Gold One shareholders to the directors of Gold One in terms of section 221 of
the South African Companies Act, 1973, and in accordance with paragraph 5.52 of
the JSE Listings Requirements, at the annual general meeting of Gold One held on
27 May 2009. The general issue falls within the remaining placement capacity of
Gold One under ASX Listing Rule 7.1. An amount of ZAR68.322 million/AUD10.577
million will be raised in terms of the general issue.
The rationale for the general issue is as detailed in paragraph 3 below.
The general issue shares are expected to be listed on the JSE and admitted to
quotation on the Australian Securities Exchange ("ASX") with effect from the
commencement of trading on or about, Wednesday, 8 July 2009. The general issue
shares will rank equally with the existing ordinary shares of the Company from
the date of their issue.
2. SPECIFIC ISSUE OF SHARES FOR CASH
Shareholders are also informed that it is proposed that a maximum number of
86,400,000 Gold One ordinary shares ("specific issue shares") be specifically
issued for cash at a price of ZAR2.03338/AUD0.3148 per share ("specific issue")
to sophisticated and professional investors within the meaning of sections
708(8) and 708(11), respectively, of the Australian Corporations Act (Cth)
("specific issue subscribers"). The specific issue subscribers qualify as
"public" shareholders within the meaning of paragraphs 4.25 and 4.26 of the JSE
Listings Requirements and the specific issue subscribers are not deemed to be
related parties in terms of section 10 of the JSE Listings Requirements. The
shares to be issued will rank equally in every respect with the existing shares
of the company from the date of their issue.
The specific issue is subject to the provisions of paragraph 5.51 of the JSE
Listings Requirements and Rule 7.1 of the ASX Listing Rules. Accordingly, Gold
One shareholders will be required to approve the specific issue and related
matters at a general meeting anticipated to be convened during late August 2009
for the purpose of considering and approving the specific issue and related
matters ("general meeting"). An amount of ZAR175 684 million/AUD27.199 million
will be raised in terms of the specific issue.
It is expected that, subject to shareholder approval being obtained at the
general meeting, the specific issue shares will be listed on the JSE and
accepted to quotation by ASX by the end of August 2009, and in any case not
later than three months after the date of the general meeting.
The different classes of investors who have signed irrevocable undertakings to
subscribe for the special issue, will be detailed in a notice of general meeting
("notice") contained in a circular expected to be disseminated to Gold One
shareholders on or about Wednesday, 22 July 2009 ("circular").
3. RATIONAL FOR THE GENERAL ISSUE AND THE SPECIFIC ISSUE
The rationale for the general issue and the specific issue is:
- to facilitate drilling at, and a feasibility study in respect of,
Ventersburg;
- to facilitate drilling at Modder East and Sub Nigel;
- to facilitate other exploration;
- to facilitate corporate growth initiatives; and
- to contribute towards working capital and the costs of the proposals.
With a view to strengthening the Gold One balance sheet, the company has
undertaken that it will offer 50% of proceeds raised from the general issue and
the specific issue to Gold One bondholders for early bond-repayment, at the
election of such bondholders.
The application of the proceeds of the general issue and the specific issue
described in paragraphs 1 and 2 above is subject to the approval of the board.
4. NOTICE OF GENERAL MEETING
The circular containing the notice has been submitted to the JSE in draft form
for its approval and will be submitted to ASX for review in due course. It is
anticipated that the general meeting will be convened late in August 2009.
Shareholders will be advised of the salient dates and times relating to the
circular and the notice through the release of an announcement on the Securities
Exchange News Service ("SENS") and to ASX.
5. LIFTING OF TRADE HALT
Shareholders are advised that the Company has requested the JSE and the ASX to
lift the current trade halt subsequent to the release of this announcement on
the JSE and the ASX.
6. RENEWAL OF CAUTIONARY
Further to the cautionary announcement released on SENS and to ASX on 15 June
2009, shareholders are advised that as a result of not providing the financial
effects of the general issue and specific issue at this time, Gold One remains
under cautionary until such financial effects are released. Accordingly,
shareholders are advised to continue exercising caution when dealing in Gold One
securities until the financial effects are released.
Parktown, Johannesburg
24 June 2009
South African Corporate adviser and Sponsor
Macquarie First South Advisers (Pty) Limited
Australian Corporate adviser
Hartleys Limited
Attorneys to Aflease (South Africa)
Deneys Reitz Inc
Legal counsel to Gold One (Australia)
Blake Dawson
Date: 24/06/2009 07:15:25 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.
