| Mon 29 Aug 2011, 7:25 | | GDO - Gold One International Limited - Gold One Signs Financing Agreement for |
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GDO
GDO
GDO - Gold One International Limited - Gold One Signs Financing Agreement for
Rand Uranium Acquisition
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")
Gold One Signs Financing Agreement for Rand Uranium Acquisition
JOHANNESBURG - 29 August 2011. Gold One International Limited is pleased to
report that, further to the announcements released on 24 May and 8 August 2011,
the company has signed financing agreements ("the Facility Agreements") with
Investec Bank Limited ("Investec") to give effect to the acquisition of Rand
Uranium (Pty) Limited ("Rand Uranium") from the Rand Uranium shareholders -
being Pamodzi Uranium (Pty) Limited, Pamodzi Cooke (Pty) Limited and
Armgold/Harmony Joint Investment Company (Pty) Limited (collectively referred to
as the "Sellers") - for a purchase price of US$ 250 million.
The key elements of the transaction are:
- The Facility Agreements provide for a total facility of ZAR 1.47 billion
(equivalent to US$ 210 million) consisting of:
- A five year senior secured amortising term loan facility of up to ZAR 945
million (the "Term Debt Facility"), and
- A two year senior secured amortising term loan facility of up to ZAR 525
million (the "GOA Facility") which may be repaid through the issue of Gold One
shares on the basis set out in the subscription agreement (see below), or
settled in cash at Gold One`s election.
- Under a subscription agreement (the "Subscription Agreement"), Investec can
request to subscribe for fully paid ordinary shares in Gold One on the date of
first drawdown under the GOA Facility or on a quarterly date or certain other
dates nominated by Investec (the "Subscription Date").
- The subscription price will be equal to 97% of the average of the daily
VWAP of Gold One shares (traded on either the JSE or ASX) for the 15 trading
days prior to the subscription request.
- Gold One can elect to either: (i) accept the subscription request and issue
Gold One shares on the Subscription Date (with the proceeds of such subscription
being used wholly to repay the GOA Facility) or (ii) decline the subscription
request and repay the GOA Facility in cash with an amount equal to the
subscription proceeds it would otherwise have raised had it accepted the
subscription request.
- Any Gold One shares will rank pari passu with existing Gold One shares on
their date of issue.
- Under a derivative agreement entered into between Investec and Gold One, the
parties must pay each other (relative to any shares issued under the
Subscription Agreement) an amount calculated based on any movements in the Gold
One share price between the date of issue of the relevant shares under the
Subscription Agreement and the date Investec serves a periodic notice on Gold
One (with payment due to Gold One if there is an upwards movement and with
payment due to Investec if there is a downwards movement in the share price).
- Under a fee arrangement deed, Investec is entitled to a fee for making the
facilities available (over and above the commitment fees due under the Facility
Agreements). The fee is calculated based on the extent to which the average of
the daily VWAP over 10 trading days exceeds ZAR 3.00 multiplied by a specified
multiplier. Gold One is entitled to settle such fee in cash or by the issue of
fully paid ordinary shares in Gold One with a value equal to the fee.
Drawdown under the Facility Agreements and the issue of shares under the
Subscription Agreement are subject to the fulfillment or waiver, as the case may
be, of certain conditions precedent, which are customary for transactions of
this nature.
Up to US$ 100 million ("Balance Payment") of the Rand Uranium purchase price of
US$ 250 million may be settled in either cash or through the issue of new fully
paid ordinary shares in Gold One, at Gold One`s election. The number of Gold One
shares to be issued is to be determined by dividing the Balance Payment by the
volume weighted average price at which Gold One`s shares traded on the ASX over
the 30 business days prior to the completion date, converted to United States
dollars at the closing Australian/United States dollar exchange rate as quoted
by the Standard Bank of South Africa Limited on the completion date.
The acquisition of Rand Uranium is still subject to the necessary consents being
obtained from the Minister of the Department of Mineral Resources in South
Africa.
Gold One President and CEO Neal Froneman comments: "I am pleased that we have
been able to reach this milestone in the financing of the Rand Uranium
acquisition. The financing agreement is testament to the quality of the asset as
well as our relationship with the debt providers. This crucial step ensures
that we remain on track to complete this acquisition by the end of this year".
For and on behalf of Gold One:
Corporate Advisor:
Qinisele Resources (Proprietary) Limited
JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited
Australian Corporate Advisor:
Hartleys Limited
South African Legal Advisor:
Edward Nathan Sonnenbergs
Australian Legal Counsel:
Blake Dawson
Issued by Gold One International Limited www.gold1.co.za
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
Parktown, Johannesburg.
29 August 2011
Date: 29/08/2011 07:25:08 Produced by the JSE SENS Department.
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