| Wed 7 Sep 2011, 11:11 | | GDO - Gold One International Limited - Results of General Meeting in respect |
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GDO
GDO
GDO - Gold One International Limited - Results of General Meeting 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
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
RESULTS OF GENERAL MEETING IN RESPECT OF THE A$0.55 PER SHARE CASH OFFER
Gold One is pleased to announce the results of the company`s General Meeting
held today, Wednesday, 07 September 2011, at the offices of Macquarie Bank
Limited, 1 Martin Place, Sydney, Australia, at 4:00 pm Australian Eastern
Standard Time (telecasted to the offices of Macquarie First South Capital
(Pty) Limited, The Place, 1 Sandton Drive, South Wing, Sandown, Johannesburg,
South Africa at 8:00 am Central African Time).
In accordance with section 251AA(2) of the Australian Corporations Act 2001
(Cth) ("Corporations Act") and the Australian Securities Exchange ("ASX")
Listing Rule 3.13.2, the tables below set out the results of the votes cast
and proxies received on the items detailed in the Notice of General Meeting
and Explanatory Memorandum dated 03 August 2011.
Each Gold One shareholder present (whether in person or by proxy or by
representative) was entitled to:
? one vote per share held or represented, on a poll; and
? one vote, irrespective of the number of shares held or represented, on a
show of hands.
Resolution 1:
Proposed Issue of Shares to BCX Gold Investment Holdings Ltd ("BCX Gold")
Resolution 1 was passed by the required voting majority (details of which are
described below), by:
- 91.65% of Gold One shareholders present and voting (in person or by
proxy or by representative); and
- 99.71% of votes cast on Resolution 1.
The vote on Resolution 1 was conducted by a poll. Detailed results of the
poll are as follows:
Total For (b) Against Abstain %For (b)
(a)
Shareholde 542 494 45 3 91.65%
rs present
and voting
Votes cast 401,019,33 399,773,30 1,151,120 94,910 99.71%
4 4
Proxy votes exercisable by proxies validly appointed:
For (b) Against Abstain (a) Proxy`s Total proxy
discretion votes
exercisable
334,177,492 1,120,120 94,910 27,474,850 362,867,372
REQUIRED VOTING MAJORITY
Resolution 1 was subject to the approval by the majorities required under
item 7 of section 611 of the Corporations Act, as modified by an instrument
issued by the Australian Securities Investments Commission, with the effect
that Resolution 1 was required to be approved by:
- a majority in number (ie more than 50%) of Shareholders who voted at the
General Meeting on Resolution 1 (in person or by proxy or by
representative) ("Majority in Number Test"); and
- Shareholders whose Shares, in aggregate, accounted for at least 75% of
the votes cast on Resolution 1.
VOTING PROHIBITION
Under item 7 of section 611 of the Corporations Act, BCX Gold and any
associate of BCX Gold were precluded from voting in favour of Resolution 1
and did not vote on Resolution 1.
Furthermore, persons receiving a benefit under Schedule 7 to the Transaction
Implementation Agreement and their associates voluntarily undertook not to
vote on Resolution 1 and did not vote on Resolution 1.
Gold One did not exercise its discretion to exclude from the determination of
the Majority in Number Test any individual shareholdings created after 29
July 2011 which the Company reasonably considered had been created for the
purposes of affecting the outcome of the votes cast on Resolution 1.
Resolution 2:
Proposed retention payments to Neal John Froneman and Christopher Damon
Chadwick
Resolution 2 was passed as an ordinary resolution.
The vote on Resolution 2 was conducted on a poll. Detailed results of the
poll are as follows:
For (b)
%
Against
%
Abstain (a)
%
Total votes cast
389,094,057
97.56
6,937,256
1.74
2,813,521
0.71
398,844,834
Proxy votes exercisable by proxies validly appointed:
Total proxy
For (b) Against Abstain Proxy`s votes
(a) discretion exercisable
323,467,245 6,937,256 2,813,521 27,474,850 360,692,872
VOTING PROHIBITION
Under section 224 of the Corporations Act, a vote could not be cast (in any
capacity) on Resolution 2 by or on behalf of a related party of the Company
to whom the resolution would permit a financial benefit to be given, or an
associate of such a related party. Therefore, neither Neal John Froneman nor
Christopher Damon Chadwick, nor any of their associates, voted on Resolution
2.
BCX Gold and Baiyin Precious Metals Company did not vote on Resolution 2.
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares)
at the close of business on 6 September 2011 was 808,876,658.
(b) A vote abstained was not a vote cast and was not counted in the
calculation of the proportion of votes `For` or `Against` a resolution.
(c) This column includes discretionary votes.
ENDS
Issued by Gold One International Limited
Website: www.gold1.co.za
Parktown, Johannesburg
07 September 2011
JSE SPONSOR
Macquarie First South Capital (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
809,003,092 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 announcement 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: 07/09/2011 11:11:15 Produced by the JSE SENS Department.
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