| Tue 10 May 2011, 10:17 | | GDO - Gold One International Limited - Further price and volume query |
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GDO
GDO
GDO - Gold One International Limited - Further price and volume query
received from ASX Limited
Gold One International Limited
(Previously BMA Gold 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
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
FURTHER PRICE AND VOLUME QUERY RECEIVED FROM ASX LIMITED
Shareholders are advised that Gold One has received a further query from the
ASX Limited ("ASX") on 6 May 2011 in respect of recent responses provided by
Gold One to queries posed by the ASX.
The company`s response thereto is set out below.
QUOTE
Dear Farlee,
Gold One International Limited
We refer to your letter dated 6 May 2011 and respond as set out below. We
have used the defined terms used in your letter.
1. When did the Company become aware of the Acquisition?
The Company commenced discussions in relation to a proposed acquisition of
Rand Uranium during February 2011.
Gold One`s offer to acquire Rand Uranium was ultimately accepted (subject to
conditions) on Saturday, 23 April 2011 (ie the day immediately following Good
Friday).
At all times prior to this date, the Company considered that a reasonable
person would not expect disclosure of the Acquisition, the discussions were
confidential, and the negotiations in relation to the Acquisition were
incomplete, such that the Acquisition did not warrant disclosure at any
earlier point.
Gold One`s announcement of the Acquisition to ASX was made after acceptance
of the offer referred to above but before any trading in Gold One shares
could take place on ASX.
Further information in relation to the sequence of events is included in the
response to question 4 below.
2. Does the Company consider the Acquisition to be material to the Company?
Yes, the Company considers the Acquisition to be material to the Company.
3. If the answer to question 2 is "no", please provide a detailed explanation
of the basis on which the Company does not consider the Acquisition to be
material?
Not applicable.
4. If the answer to question 2 is "yes", please advise why the Company did
not make an announcement or request a trading halt on receipt of the Price
Query letter and in light of the Initial Announcement.
In addressing this question, comment specifically on the application of
listing rule 3.1 and the exceptions to the rule in listing rule 3.1A.
The Company did not make an announcement or request a trading halt on receipt
of the Price Query letter and in light of the Initial Announcement because
the Company considered (and still considers) that:
a. the Acquisition remained at that time confidential and incomplete, and a
reasonable person would not have expected it to be disclosed at that
time; and
b. the reason for the increase in the price of the Company`s shares and in
trading volume was entirely unrelated to the Acquisition, that is to say
it was a result of the Initial Announcement - that Baiyin Nonferrous
Group Co. Limited had acquired 142,689,350 shares in Gold One (17.67%)
at a price of A$0.53 per Gold One share (being a significant premium to
the price of Gold One shares at that time) coupled with the Company`s
comments in an ASX response letter dated 30 March (March Response
Letter) that indicated the Company was assessing a potential change of
control transaction.
At the time of release of the Price Query Response Letter (Thursday, 21
April), no binding arrangement had been entered into in relation to the
Acquisition.
Discussions were continuing on a confidential basis but, as indicated above,
the Company only received an indication of acceptance of its offer from Rand
Uranium`s corporate advisers on Saturday, 23 April. This indication of
acceptance was expressed to be subject to satisfaction of various key
conditions. Discussions continued over the Easter and ANZAC day holiday
period in an attempt to reduce the conditionality of the proposed
transaction.
By Tuesday, 26 April, the Company considered that whilst the acceptance
remained conditional, it was appropriate to seek a trading halt before
trading recommenced on ASX, which the Company did prior to commencement of
trading on Wednesday, 27 April (which was the first trading day after
Thursday, 21 April). The Company then lodged an announcement in respect of
the Acquisition before commencement of trading on Thursday, 28 April.
For completeness, we also note that the Company has been open about the fact
that from time to time it has under consideration various initiatives. In
the Price Query Response Letter (and also expressed in very similar terms in
the March Response Letter), the Company noted that:
"In addition to its operational activities, as announced to the ASX on 30
March 2011, the Company has under contemplation from time to time various
initiatives to enhance shareholder returns, including corporate transactions.
In the Company`s view, all such transactions currently under contemplation
are both confidential and not at a stage to warrant disclosure because of
their incomplete nature.
For example, Gold One is currently assessing a potential acquisition
opportunity as well as a potential change of control transaction for the
Company which, if it were to proceed, could involve an offer to Gold One
shareholders to acquire all of their shares, on terms and conditions yet to
be determined.
At this stage (as was the case on 30 March 2011), no binding arrangements
have been entered into in relation to the potential transactions referred to
above, and the Company can give no assurance that any transaction will
eventuate from those currently under contemplation. The Company will
continue to keep shareholders and the market informed."
The Company notes once again that a potential change of control transaction
is still under contemplation and that if it were to proceed, it would involve
an offer to Gold One shareholders to acquire all of their shares. Again, no
assurance can be given that any such transaction will proceed. The Company
will provide an update as required.
5. Please confirm that the Company is in compliance with the listing rules
and, in particular, listing rule 3.1.
The Company is in compliance with the listing rules and, in particular,
listing rule 3.1.
Kind Regards
Brett Snell
Assistant Company Secretary
UNQUOTE
Issued by Gold One International Limited
Website: www.gold1.co.za
Parktown, Johannesburg
10 May 2011
JSE SPONSOR
Macquarie First South Advisers (Pty) Limited
Neal Froneman President and CEO
+27 11 726 1047 (office) +27 83 628 0226 (mobile)
neal.froneman@gold1.co.za
Ilja Graulich Investor Relations
+27 11 726 1047 (office) +27 83 604 0820 (mobile)
ilja.graulich@gold1.co.za
Carol Smith Investor Relations
+27 11 726 1047 (office) +27 82 338 2228 (mobile)
carol.smith@gold1.co.za
Derek Besier Farrington National Sydney
+61 2 9332 4448 (office) +61 421 768 224 (mobile)
derek.besier@farrington.com.au
Date: 10/05/2011 10:17:01 Produced by the JSE SENS Department.
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