| Wed 3 Aug 2011, 10:49 | | GDO - Gold One International Limited - BCX Gold and Gold One lodge their |
|
GDO
GDO
GDO - Gold One International Limited - BCX Gold and Gold One lodge their
Bidder`s and Target`s Statements in respect of the 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
OTCQX International: GLDZY
ISIN: AU000000GDO5
("Gold One" or the "company")
BCX Gold and Gold One lodge their Bidder`s and Target`s Statements in respect
of the 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 ("Share") ("Offer") and a minimum A$150 million
capital injection into Gold One ("Subscription") (together, the
"Transaction").
Gold One and BCX Gold Investment Holdings Ltd ("BCX Gold"), the company
through which the Consortium is undertaking the Transaction, are pleased to
advise that BCX Gold and Gold One have today, on Wednesday, 3 August 2011,
lodged with the Australian Securities and Investments Commission and ASX
Limited ("ASX") the final forms of their Bidder`s and Target`s Statements in
respect of the Offer. In addition, Gold One has lodged its notice of meeting
to seek approval for (among other things) the Subscription.
The Transaction has a number of benefits for Gold One`s shareholders
("Shareholders"), as summarised below and set out in more detail in the notice
of meeting:
- An attractive cash offer price of A$0.55 per Share, which represents a
significant premium for Shareholders who wish to accept the Offer for
some or all of their Shares;
- A significant cash injection into Gold One to accelerate its growth
plans;
- The introduction of a strong, long-term partner with a common strategic
vision; and
- The creation of an effective and capable platform for further industry
consolidation.
The Independent Expert has concluded that the transaction is, in the absence
of a superior proposal:
- fair and reasonable to non-associated Shareholders who approve the
Subscription and accept the Offer; and
- not fair but reasonable to non-associated Shareholders who approve the
Subscription but reject the Offer.
The transaction structure provides an excellent opportunity for Shareholders
who wish to realise their investment in Gold One in whole or in part at an
attractive cash premium. However, those who hold a positive view of Gold One`s
partnership with the Consortium and the impact of these developments on Gold
One`s long-term value may choose to remain invested.
The board of directors of Gold One fully supports the Transaction and
recommends that Shareholders VOTE IN FAVOUR of the resolution to issue Shares
to BCX Gold, in the absence of a superior proposal. Furthermore, the board of
directors of Gold One recommends that Shareholders who wish to realise, in
whole or in part, their investment in Gold One for cash, ACCEPT THE OFFER (in
whole or in part), after the general meeting (provided that Shareholder
approval is obtained) and in the absence of a superior proposal.
The Transaction documents are available on the ASX website at www.asx.com.au
and on the Gold One website at www.gold1.co.za. Documents will be dispatched
to Shareholders on Monday, 8 August 2011. The general meeting will be held on
Wednesday, 7 September 2011.
The detailed timetable relating to the Transaction is outlined below:
Date of the Bidder`s Statement and Target`s Wednesday, 3 August 2011
Statement
Date of the Notice and Explanatory Wednesday, 3 August 2011
Memorandum
Offer Period under the Offer begins Monday, 8 August 2011
Last date for trades on JSE Limited ("JSE") Monday, 29 August 2011
to be recorded in the South African Share
register in time for determining
eligibility to vote
Last date for trades on ASX to be recorded Wednesday, 31 August 2011
in the Australian Share Register in time
for determining eligibility to vote
Proxy Form to be received no later than 8.00 am CAT / 4.00 pm AEST on
Monday, 5 September 2011
Date and time for determining eligibility 11.00 am CAT / 7.00 pm AEST on
to attend and vote at the General Meeting Monday, 5 September 2011
General Meeting of Shareholders 8.00 am CAT / 4.00 pm AEST on
Wednesday, 7 September 2011
Last practicable trading day for Option 4.00 pm CAT / 4.00 pm AEST / on
holders to exercise their Options so that Friday, 21 October 2011
they can be issued Shares to accept into
the Offer
Date for announcing if the Offer has become 14 days before the Offer closes,
unconditional (subject to extension) being Friday,28 October 2011
Last practicable trading day for 4.00 pm CAT / 4.00 pm AEST / on
Bondholders to convert their Convertible Friday, 28 October 2011
Bonds so that they can be issued Shares to
accept into the Offer
Last day to trade "cum" the Offer in Gold Friday, 4 November 2011
One securities on the JSE in order to be
recorded in the register of Gold One JSE
shareholders
Record date on which South African Friday, 11 November 2011
shareholders must be recorded on the South
African register in order to receive the
Offer consideration
Offer Period under the Offer ends (subject 10.00 am CAT / 7.00 pm AEST on
to extension) Friday, 11 November 2011
Expected date of payment of Offer Friday, 18 November 2011
consideration to Shareholders
(Note: This date is subject to change and
depends on when Shareholders accept the
Offer)
Expected completion date of the Initial Friday, 25 November 2011
Subscription and (to the extent required)
Additional Subscription
Expected completion date (if any) of the Monday, 30 April 2012
Adjustment Subscription
(Note: If the Adjustment Subscription
occurs at all, it can only take place one
month after the publication of Gold One`s
annual financial results for the year
ending 31 December 2011)
Notes:
1. The above timetable is subject to change. Any changes will be announced
through the ASX Companies Announcement Platform and the Securities
Exchange News Service of the JSE.
2. Shareholders are specifically informed that the closing date for the
Offer may change as permitted by the Australian Corporations Act 2001
(Cth) and this will affect some of the key dates set out above.
3. CAT means Central African Time and AEST means Australian Eastern
Standard.
The Transaction is subject to the fulfillment or waiver, as the case may be,
of, inter-alia, the following remaining regulatory conditions:
- Shareholder approval;
- Receipt of the applicable regulatory approvals including:
- the approval of the Namibian Competition Commission;
- the South African Competition Authorities; and
- the Chinese approvals including:
- National Development and Reform Commission;
- Ministry of Commerce; and
- State Administration of Foreign Exchange approval.
Gold One`s Transaction advisers are Macquarie Capital Limited and Hartleys
Limited. Gold One`s Australian legal counsel is Blake Dawson and its South
African legal counsel is Edward Nathan Sonnenbergs.
The Consortium`s corporate adviser is Rand Merchant Bank, a division of
FirstRand Bank Limited. Its Australian legal adviser is Mallesons Stephen
Jaques and its South African legal counsel is Edward Nathan Sonnenbergs.
ENDS
Issued by Gold One International Limited
www.gold1.co.za
on behalf of Gold One:
Parktown, Johannesburg
3 August 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
Mark Wheatley Chairman
+61 2 9963 6400 (office)
+61 417 688 539 (mobile)
mark.wheatley@gold1.com.au
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
Sean Chilvers Macquarie Capital
+27 11 583 2283 (office)
+27 83 280 4101 (mobile)
sean.chilvers@macquarie.com
Grey Egerton-Warburton Hartleys
+61 8 9268 2851 (office)
+61 417 355 165 (mobile)
grey_warburton@hartleys.com.au
On behalf of the Consortium:
Clement Kwong Long March Capital
+86 108 515 1966 (office)
+86 1860 218 9000 (mobile)
clement@longmarchcapital.com
Craig Forbes Rand Merchant Bank
+27 11 282 1156 (office)
+27 72 237 2001 (mobile)
craig.forbes@rmb.co.za
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 808,990,251 shares.
About the Consortium
The members of the Consortium are established and based in the People`s
Republic of China (PRC). The Consortium is led principally by Baiyin Non-
Ferrous Group Co Ltd, which is a Gansu-based resources smelting and extraction
company with a history of more than 50 years in China. China Africa
Development Fund is primarily a financial investor, and its parent, the China
Development Bank Corporation is also interested in exploring opportunities for
follow-on debt and acquisition financing arising from an investment in Gold
One. Long March Capital Limited is a privately-held investment manager based
in Beijing and focussed on the transactional management of resources
investments by Chinese capital abroad. Long March Capital Limited co-invests
in transactions such as the investment in Gold One, which will be made through
co-managed PRC-based and offshore investment vehicles. CITIC Kingview Capital
Management Co. Ltd is an investment management company, established in 2007,
and held jointly by CITIC Group, CITIC Trust and CITIC Capital, which focuses
on the management of Chinese corporate and individual capital investing in
various sectors including real estate, private equity, pre-IPOs and resources.
This news release does not constitute investment advice. Neither this news
release nor the information contained in it constitutes an offer, invitation,
solicitation or recommendation in relation to the purchase or sale of
securities in any jurisdiction.
This news release is not for distribution, directly or indirectly, in or into
the United States and does not constitute or form part of an offer or
solicitation to acquire any securities of Gold One in the United States.
Date: 03/08/2011 10:49:11 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.
