| Thu 21 Apr 2011, 8:27 | | GDO - Gold One International Limited - Notice of initial substantial holder |
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GDO
GDO
GDO - Gold One International Limited - Notice of initial 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
OTCQX International: GLDZY
ISIN: AU000000GDO5
("Gold One" or the "company")
NOTICE OF INITIAL SUBSTANTIAL HOLDER
The following Form 603 in terms of section 671b of the Australian
Corporations Act 2011 was received by Gold One today, 21 April 2011.
QUOTE
To Company Name/Scheme Gold One International Limited
ACN/ARSN 094 265 746
1. Details of substantial holder (1)
Name Baiyin Nonferrous Group Co. Limited (and its
related bodies corporate and associates named
in this form)
ACN/ARSN (if applicable) Not applicable
The holder became a substantial holder on 18/04/2011
2. Details of 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 on the date the substantial holder became
a substantial holder are as follows:
Class of Number of Person`s votes Voting power (6)
securities (4) securities (5)
Ordinary 142,689,350 142,689,350 17.6749%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate
had in the following voting securities on the date the substantial holder
became a substantial holder are as follows:
Holder of relevant Nature of relevant Class and number of
interest interest (7) securities
Baiyin Precious Metals As a result of an 142,689,350 ordinary
Investment Ltd. agreement to acquire shares
securities with Navada
Trading (Pty) Ltd. (See
agreement at Annexure
A).
Baiyin Nonferrous Group As a result of section 142,689,350 ordinary
Co. Limited 608(3)(b) because it shares
controls Baiyin Precious
Metals Investment Ltd.
China-Africa Development Is an associate of 0 ordinary shares
Fund Baiyin Nonferrous Group
Co. Limited
China Development Bank Is an associate of 0 ordinary shares
Corporation Baiyin Nonferrous Group
Co. Limited
Changxin Element Is an associate of 0 ordinary shares
Development LLP through Baiyin Nonferrous Group
its general partner Long Co. Limited
March Capital Limited
Other Various subsidiaries of 0 ordinary shares
Baiyin Nonferrous Group
Co Limited (See Annexure
B)
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph
3 above are as follows:
Holder of Registered holder Person entitled Class and number
relevant of to be of securities
interest securities registered as
holder (8)
Baiyin Precious Navada Trading Navada Trading 142,689,350
Metals Investment (Pty) Ltd. (Pty) Ltd ordinary shares
Ltd.
Baiyin Nonferrous Navada Trading Navada Trading 142,689,350
Group Co. Limited (Pty) Ltd. (Pty) Ltd ordinary shares
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3
above, and acquired in the four months prior to the day that the substantial
holder became a substantial holder is as follows:
Holder of Date of Consideration (9) Class and number
relevant interest acquisition of securities
Cash Non-Cash
Baiyin Precious 18 April 75,625,355.50 142,689,350
Metals Investment 2011 ordinary shares
Ltd.
6. Associates
The reasons the persons named in paragraph 3 above are associates of the
substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
Changxin Element Development LLP An associate of Baiyin Nonferrous
through its general partner, Long Group Co. Limited and Baiyin Precious
March Capital Limited Metals Investment Ltd. as a result of
section 12(2)(c) of the Corporations
Act
Baiyin Precious Metals Investment An associate of Baiyin Nonferrous
Ltd. Group Co. Limited as a result of
section 12(2)(a) of the Corporations
Act
China Africa Development Fund An associate of Baiyin Nonferrous
Group Co. Limited and Baiyin Precious
Metals Investment Ltd. as a result of
section 12(2)(c) of the Corporations
Act
China Development Bank An associate of Baiyin Nonferrous
Group Co. Limited and Baiyin Precious
Metals Investment Ltd. as a result of
section 12(2)(c) of the Corporations
Act
Other - Various subsidiaries of Associates of Baiyin Nonferrous Group
Baiyin Nonferrous Group Co. Limited Co. Limited and Baiyin Precious
(See Annexure B) Metals Investment Ltd. as a result of
section 12(2)(a) of the Corporations
Act
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Baiyin Precious Metals Investment C/- Suite 2111, Orient Plaza Block E1,
Ltd. 1 Chang An Avenue, Beijing, China
100738
China Africa Development Fund F10/F11, Tower C, Chemsunny World
Trade Center, No.28 Fuxinmennei
Street, XiCheng District, Beijing,
China 100031
Baiyin Nonferrous Group Co. Ltd 96 Youhao Road, Baiyin District,
Gansu, China
Changxin Element Development LLP Suite 2111, Orient Plaza Block E1, 1
through its general partner Long Chang An Avenue, Beijing, China 100738
March Capital Limited
China Development Bank No. 29 Fuchengmenwai Street, Xicheng
District, Beijing
Signature
Print name: Mr Ming LIAO Capacity: CEO
Date: 20 April 2011
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 7 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 total number of votes attached to all the voting shares in the
company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person`s votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant
interest was acquired. 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.
(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) 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.
ANNEXURE A TO THE FORM 603 LODGED BY BAIYIN NONFERROUS GROUP CO. LIMITED (AND
ITS RELATED BODIES CORPORATE AND ASSOCIATES)
Execution Version
Dated 18 April 2011
NAVADA TRADING (PROPRIETARY) LIMITED
and
BAIYIN NONFERROUS GROUP, CO. LIMITED
SHARE PURCHASE AGREEMENT
relating to the sale and purchase of 142,689,350 ordinary shares in Gold
One International Limited at a price of AUD 0.53 per ordinary share
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Share Purchase Agreement
This Agreement is made on 18 April 2011
between:
(1) Navada Trading (Proprietary) Limited (company number 2006/019248/07), a
private company incorporated in accordance with the laws of the Republic
of South Africa, whose registered office is at 4th Floor, Suite 406,
Nelson Mandela Square, Sandton, South Africa (the "Seller"); and
(2) Baiyin Nonferrous Group, Co. Ltd (company number 620400000000010(1-1)),
a private company incorporated in the People`s Republic of China, whose
registered office is at 96 Youhao Road, Baiyin District, Gansu, China
(the "Purchaser").
Whereas:
The Seller has agreed to sell the Shares (as defined below) and to assume the
obligations imposed on the Seller under this Agreement.
The Purchaser has agreed to purchase the Shares and to assume the obligations
imposed on the Purchaser under this Agreement.
It is agreed as follows:
1 Interpretation
In this Agreement, unless the context otherwise requires, the provisions
in this Clause 1 apply:
1.1 Definitions
"AFIRB Approval" has the meaning given in Clause 4.1.1;
"ASX" means ASX Limited or the Australian Stock Exchange, as the
case may require;
"AUD" means Australian dollars;
"Business Day" means a day which is not a Saturday, a Sunday or a
public holiday in Sydney Australia, South Africa, the People`s
Republic of China or Hong Kong;
"China Approvals" has the meaning given in Clause 4.1.2;
"Company" means Gold One International Limited (ABN 35 094 265
746), a public company incorporated in accordance with the laws of
Australia, whose registered office is at Level 3, 100 Mount Street,
North Sydney NSW 2060, PO Box 1244, North Sydney NSW 2059,
Australia;
"Completion" means the completion of the sale and purchase of the
Shares pursuant to Clause 5;
"Consideration" has the meaning given in Clause 3;
"Encumbrance" means any claim, charge, mortgage, lien, option,
equity, power of sale, hypothecation, retention of title, option,
right of pre-emption, right of first refusal or other third party
right or security interest of any kind or an agreement, arrangement
or obligation to create any of the foregoing;
"Parties" means the parties to this Agreement and "Party" means any
one of them;
"Proposed Transaction" has the meaning given in Clause 2.1;
"Purchaser Nominee" means any special purpose vehicle established
by the Purchaser to hold the Shares in connection with the Proposed
Transaction; and
"Shares" means 142,689,350 ordinary shares of the Company listed on
the ASX, being the entire shareholding beneficially owned by the
Seller in the Company at the date of this Agreement.
1.2 Singular, plural, gender
References to one gender include all genders and references to the
singular include the plural and vice versa.
1.3 Clauses and Headings
References to Clauses are to Clauses of this Agreement. Headings
shall be ignored in construing this Agreement.
1.4 References to persons and companies
References to:
1.4.1 a person include any company, partnership or
unincorporated association (whether or not having
separate legal personality); and
1.4.2 a company shall include any company, corporation or any
body corporate, wherever incorporated.
2. Agreement to Sell the Shares
2.1 On and subject to the terms of this Agreement, the Seller agrees to
sell, and the Purchaser agrees to purchase, the Shares (the
"Proposed Transaction").
2.2 The Shares shall be sold by the Seller free from Encumbrances and
together with all rights and advantages attaching to them as at
Completion (including the right to receive all dividends or
distributions declared, made or paid on or after Completion).
3. Consideration
3.1 The consideration for the purchase of the Shares under this
Agreement shall be AUD 75,625,355.50 payable in cash (the
"Consideration").
3.2 The Consideration shall be paid on Completion in accordance with
Clause 5.2.
4. Conditions
4.1 The agreement to sell and purchase the Shares contained in Clause 2
is conditional upon:
4.1.1 either the Treasurer (or his delegate) providing written
advice without conditions or with conditions that are
acceptable to the Purchaser and, to they extent they
impact the Seller in any way, the Seller, that there are
no objections under Australia`s foreign investment policy
to the proposed acquisition by the Purchaser of the
Shares (the "AFIRB Approval"); and
4.2.1 the approval of the Gansu Development and Reform
Commission, the Department of Commence of Gansu Province
and the Gansu Branch of State Administration of Foreign
Exchange being obtained in respect of the Proposed
Transaction (the "China Approvals").
4.2 The Parties undertake to offer and afford all reasonable co-
operation, information and assistance as may be requested by the
other Party in respect of the AFIRB Approval and the China
Approvals and to keep each other informed of any discussions with
the Australian Foreign Investment Review Board, the Gansu
Development and Reform Commission, the Department of Commence of
Gansu Province and the Gansu Branch of State Administration of
Foreign Exchange in connection with the Proposed Transaction.
4.3 The Purchaser undertakes to submit all documentation required by
the Australian Foreign Investment Review Board in respect of the
AFIRB Approval within 3 Business Days of the date of this Agreement
and to send a written confirmation to the Seller no later than 5
Business Days from the date of this Agreement to confirm such
submission has taken place in accordance with this Clause 4.3 and
further to submit all documentation required by the Gansu
Development and Reform Commission, the Department of Commence of
Gansu Province and the Gansu Branch of State Administration of
Foreign Exchange in respect of the China Approvals within 10
Business Days of the date of this Agreement and to send a written
confirmation to the Seller no later than 3 Business Days from the
date of the submission to confirm such submission has taken place
in accordance with this Clause 4.3.
5. Completion
5.1 Seller Obligations on Completion
On Completion the Seller shall, against payment of the
Consideration as contemplated in Clauses 3.2 and 5.2 of this
Agreement, deliver or cause to be delivered to the Purchaser (or,
if directed by the Purchaser within 5 Business Days from the date
of this Agreement, to the relevant Purchaser Nominee) a duly
executed transfer of the Shares to the Purchaser (or, if directed
by the Purchaser within 5 Business Days from the date of this
Agreement, to the relevant Purchaser Nominee) in the form set out
in Appendix 1 to this Agreement and any other document reasonably
required by the Purchaser to transfer the Shares to the Purchaser
or the Purchaser Nominee.
5.2 Purchaser Obligations on Completion
5.2.1 On Completion the Purchaser shall, against delivery of
the documents as contemplated in Clause 5.1 above, pay
the Consideration by way of telegraphic transfer for same
day value to such account as directed by the Seller.
5.3 Time and Date
Completion shall take place within 2 Business Days of the
conditions in Clause 4.1 being satisfied unless otherwise agreed in
writing between the Parties.
5.4 Non-satisfaction
The Purchaser shall use best efforts to satisfy the conditions in
Clauses 4.1.1 and 4.1.2 on or before 10 June 2011. If the
conditions in Clauses 4.1.1 and 4.1.2 are not satisfied on or
before 1 July 2011, the Shares shall not be sold pursuant to this
Agreement and all terms of this Agreement shall forthwith cease to
apply (other than Clauses 1, 5, 7 and 8).
5.5 Termination Option
5.5.1 If the Purchaser fails to satisfy its obligations in
accordance with Clause 4.3, the Seller shall have the
option (exercisable at its sole discretion) to not sell
the Shares on the terms of this Agreement and, by way of
written notice to the Purchaser, to terminate this
Agreement and all the rights and obligations of the
Parties contained herein with immediate effect.
5.5.2 Clause 5.5.1 shall be without prejudice to the rights and
obligations of any Party which have accrued prior to such
termination, including any such rights, obligations,
covenants and undertakings arising as a result of any
breach of the Agreement prior to such termination
(whether known or unknown on the date such termination
takes effect) provided always that any such rights and
obligations shall remain subject to the provisions of the
Agreement notwithstanding the termination thereof.
6. Warranties
6.1 The Seller warrants to the Purchaser on the date of this Agreement,
at Completion and at all times in between, that:
6.1.1 it has the legal right and full power and authority to
enter into and perform its obligations under this
Agreement;
6.1.2 it is entitled to sell and transfer to the Purchaser the
full legal and beneficial ownership of the Shares on the
terms of this Agreement; and
6.1.3 the Shares are free from Encumbrances.
The Purchaser warrants to the Seller on the date of this
Agreement, at Completion and at all times in between,
that it has the legal right and full power and authority
to enter into and perform this Agreement.
7. Confidentiality
7.1 Confidential Information
7.1.1 Subject to Clause 7.2, each Party shall treat as strictly
confidential and not disclose or use any information
which relates to:
(i) the provisions of this Agreement and of any
agreement entered into pursuant to this Agreement;
or
(ii) the negotiations relating to this Agreement (and any
such other agreements) and the Proposed Transaction.
7.2 Permitted Disclosures
7.2.1 Clause 7.1 shall not prohibit disclosure or use of any
information if and to the extent:
(i) the disclosure or use is required by law or any
regulatory body;
(ii) the disclosure or use is required to vest the full
benefit of this Agreement in the Seller or the
Purchaser;
(iii) the disclosure or use is required for the
purpose of any judicial proceedings arising out of
this Agreement or any other agreement entered into
under or pursuant to this Agreement;
(iv) the information is or becomes publicly available
(other than by breach of this Agreement);
(v) the other Party has given prior written approval to
the disclosure or use; or
(vi) the information is independently developed after
Completion.
8. Other Provisions
8.1 Further assurance
The Seller shall, and shall use reasonable endeavours to procure
that any necessary third party shall, execute such documents and do
such acts and things as the Purchaser may reasonably require to
transfer the Shares to the Purchaser and to give the Purchaser the
full benefit of all of the provisions of this Agreement.
8.2 Assignment
Except for an assignment to the Purchaser Nominee by the Purchaser
in accordance with the terms of this Agreement, neither Party may,
without the prior written consent of the other, assign, grant any
security interest over, hold on trust or otherwise transfer the
benefit of all or any of its obligations under this Agreement, or
any benefit arising under or out of this Agreement.
8.3 Whole Agreement
This Agreement contains the whole agreement between the Parties
relating to the subject matter of this Agreement at the date of
this Agreement to the exclusion of any terms implied by law which
may be excluded by contract and supersedes any previous written or
oral agreement between the Parties in relation to the matters dealt
with in this Agreement.
8.4 Third Party Rights
A person who is not a Party has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of, or enjoy
any benefit under, this Agreement.
8.5 Notices
Any notice or other communication in connection with this Agreement
(each, a "Notice") shall be in writing and delivered by registered
post or courier as follows:
8.5.1 In the case of the Seller, to the following address:
Navada Trading (Proprietary) Limited
St Louis Business Centre
Cnr Desroches & St Louis Streets,
Port Louis,
Mauritius
For the attention of: The Seller`s signatory to this
Agreement
With a copy to:
Navada Trading (Proprietary) Limited
4th Floor
Suite 406,
Nelson Mandela Square,
Sandton
South Africa
For the attention of: Andre Cilliers.
8.5.2 In the case of the Purchaser to the following address:
Baiyin Nonferrous Group, Co. Ltd
96 Youhao Road
Baiyin District
Gansu
China
For the attention of: Liao Ming.
8.6 Costs
Each party shall bear and pay its own fees and costs incurred in
connection with the drafting, negotiation, preparation and
execution of this Agreement.
8.7 Counterparts
This Agreement may be executed in any number of counterparts each
of which shall be deemed an original, but all the counterparts
shall together constitute one and the same instrument. The Seller
and the Purchaser may enter into this Agreement by executing any
such counterpart.
8.8 Governing law
This Agreement and any non-contractual obligations arising out of
or in connection with it shall be governed by and construed in
accordance with Australian law and the Parties irrevocably agree
that the courts of Australia are to have jurisdiction to settle any
disputes which may arise out of or in connection with this
Agreement.
In witness whereof this Agreement has been duly executed on the date first
set out above.
SIGNED on behalf of
Navada Trading
(Proprietary) Limited
SIGNED on behalf of
Baiyin Nonferrous Group,
Co. Ltd
Appendix 1
Share transfer form
(for off-market, non-broker transfers)
STAMP DUTY
(if applicable)
FULL NAME OF Full name
COMPANY (ABN )
DESCRIPTION OF class fully paid /
SECURITIES paid to $
("SECURITIES")
quantity: in figures
in words
FULL NAME(S) OF
TRANSFEROR(S) /
SELLER(S) (ABN )
CONSIDERATION / AUS $ Date of
PRICE transfer/purchase
/ / 20
FULL NAME(S) OF
TRANSFEREE(S) /
BUYER(S) (ABN )
ADDRESS OF
TRANSFEREE(S) /
BUYER(S)
REGISTRATION Please register the transfer of the Securities from the
REQUEST Transferor(s) to the Transferee(s)
BENEFICIAL Upon registration of this transfer, the Transferee(s)
INTEREST will hold the Securities beneficially / non-beneficially*
(*please indicate which)
I/ We, the Transferor(s) and the registered holder(s) of the Securities,
for the consideration stated, transfer the Securities to the
Transferee(s), free from all encumbrances. I / We warrant that I am / we
are legally authorised and entitled to transfer the Securities.
I / We, the Transferee(s), accept the transfer of the Securities. I / We
agree to become a member of the Company and to be bound by the
Constitution of the Company on being registered as the holder(s) of the
Securities.
EXECUTION BY #insert appropriate execution clause#
TRANSFEROR(S) /
SELLER(S)
Date executed / /
signed / 20
EXECUTION BY #insert appropriate execution clause#
TRANSFEREE(S) /
BUYER(S)
Date executed / /
signed / 20
ANNEXURE B TO THE FORM 603 LODGED BY BAIYIN NONFERROUS GROUP CO. LIMITED (AND
ITS RELATED BODIES CORPORATE AND ASSOCIATES)
The following subsidiaries of Baiyin Nonferrous Group Co Limited:
1 Xinjiang Baiyin Mining Development Ltd.
2 Gansu Changba Nonferrous Metal Ltd.
3 Gansu Keyin Mining Ltd.
4 Inner Mongolia Baiyin Mining Development Ltd.
5 Baiyin Hengcheng Mechanical Manufacture Ltd.
6 Baiyin Nonferrous Northwest Copper Processing Ltd.
7 Baiyin Nonferrous Changtong Electric Wire Ltd.
8 Baiyin Honglu Trading Ltd.
9 Baiyin Nonferrous Tailing Utilization Ltd.
10 Baiyin Nonferrous Zinc Aluminium Bar Ltd.
11 Baiyin Nonferrous Nonmetal Material Ltd.
12 Baiyin Honglu Fluorine Ltd.
13 Baiyin Tongsheng Construction Supervision Ltd.
14 Shouxin Mining Ltd.
15 Gansu Tongcheng Engineering Construction Ltd.
UNQUOTE
Parktown, Johannesburg
21 April 2011
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
JSE Sponsor
Issued by Gold One International Limited
www.gold1.co.za
For further information contact:
Neal Froneman Ilja Graulich
President and CEO Investor Relations
+27 11 726 1047 (office) +27 11 726 1047 (office)
+27 83 628 0226 (mobile) +27 83 604 0820 (mobile)
neal.froneman@gold1.co.za ilja.graulich@gold1.co.za
Carol Smith Derek Besier
Investor Relations Farrington National Sydney
+27 11 726 1047 (office) +61 2 9332 4448 (office)
+27 82 338 2228 (mobile) +61 421 768 224 (mobile)
carol.smith@gold1.co.za derek.besier@farrington.com.au
About Gold One
Gold One is a gold producer listed on the financial markets operated by the
ASX Limited and the JSE Limited, issuer code GDO. Its flagship operation is
the newly built shallow Modder East mine on the East Rand, some 30 kilometres
from Johannesburg.
Modder East is the first new mine to be built in the region in 28 years and
distinguishes itself from most of the other gold mines in South Africa owing
to its shallow nature (300 metres to 500 metres below surface). To date
Modder East has provided direct employment opportunities for over 1,100
people. Gold One also owns the nearby existing Sub Nigel mine, which is used
primarily as a training centre in the build-up of Modder East to full
production. Gold One`s other projects and targets include Ventersburg in the
Free State Goldfields, the Tulo concession in Mozambique and the Etendeka
greenfield project in Namibia. Gold One has an issued share capital of
807,299,165 shares.
Date: 21/04/2011 08:27:02 Produced by the JSE SENS Department.
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