| Fri 29 Jul 2011, 17:25 | | GDO - Gold One International Limited - Update on A$0.55 per share Cash Offer |
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GDO
GDO
GDO - Gold One International Limited - Update on A$0.55 per share Cash Offer
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
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
Update on A$0.55 per share Cash Offer
On 16 May 2011, Gold One announced that it had entered into an agreement to
implement a transaction with a consortium of Chinese investors (the
"Consortium") whereby the Consortium is seeking to become the major shareholder
and long term strategic partner of Gold One. The transaction comprises a series
of interdependent transactions, including a cash offer of A$0.55 per Gold One
share ("Cash Offer") and a minimum A$150 million capital injection into Gold One
(together, the "Transaction").
On 22 June 2011, Gold One announced that it expected that a Bidder`s Statement
would be dispatched by the Consortium to Gold One shareholders by mid July and
that, at the same time, Gold One would dispatch a Target`s Statement and a
Notice of Meeting to Gold One Shareholders.
On 23 June 2011, copies of the Bidder`s Statement, Target`s Statement and Notice
of Meeting were lodged with the Australian Securities and Investment Commission
("ASIC") for review.
On 14 July 2011, Gold One announced that it was addressing certain concerns
raised by ASIC as part of its review of the disclosure documents relating to the
Transaction. Gold One is pleased to advise shareholders that ASIC has completed
its review of those documents and has no further comments. In light of concerns
raised by ASIC regarding the structure of the Transaction, Gold One and the
Consortium have agreed to amend the voting threshold for the resolution
approving the issue of shares to the Consortium so that the resolution must be
approved by:
a) a majority in number (ie more than 50%) of Gold One shareholders who vote
at the meeting (in person, by proxy or by representative); and
b) holders of at least 75% of the total number of votes cast on the resolution
at the meeting.
This is essentially the same voting threshold required for approval of a scheme
of arrangement. Gold One, the Consortium and ASIC have agreed to ASIC modifying
the operation of item 7 of section 611 of the Corporations Act 2001 (Cth) (the
"Act") to incorporate this higher voting threshold and to reflect this
negotiated outcome.
ASIC has indicated that:
a) the modification provided to Gold One was to give effect to a negotiated
outcome in view of the novel nature of the matter and the modification
should not be seen as a precedent establishing a mechanism acceptable to
ASIC for use in similar transactions in the future; and
b) ASIC does not intend to provide modifications of this type in the future at
the request of proponents.
In addition, the Consortium has advised Gold One that ASIC has granted BCX Gold
Investment Holdings Ltd ("BCX Gold"), the company through which the Consortium
is undertaking the Transaction, a further extension of time under section
655A(1)(b) of the Act to allow BCX Gold to make its Cash Offer to Gold One
shareholders by Monday, 15 August 2011.
Gold One anticipates that dispatch of the Transaction documentation, including
Notice of Meeting, Target`s Statement and Bidder`s Statement, will occur on or
around Monday, 8 August 2011, at which time the Cash Offer will open. The Gold
One shareholder meeting is currently scheduled to occur on or around Wednesday,
7 September 2011.
All other regulatory conditions precedent to the Transaction are progressing
well and shareholders will be advised of the salient dates and times relating to
the Transaction upon dispatch of the Transaction documents.
ENDS
Issued by Gold One International Limited
Website: www.gold1.co.za
Parktown, Johannesburg
29 July 2011
JSE SPONSOR
Macquarie First South Advisers (Pty) Limited
For further information please contact:
On behalf of Gold One:
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
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
1,200 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 has an issued share capital of 808,990,251 shares.
Date: 29/07/2011 17:25:17 Produced by the JSE SENS Department.
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