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GDO
GDO
GDO - Gold One International Limited - Form 604 - Notice of change of interests
of substantial holder
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")
FORM 604 - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
A substantial holder of Gold One, yesterday, 28 September 2011, submitted to the
Australian Securities Exchange ("ASX") the following FORM 604 - "Notice of
change of interests of substantial holder".
QUOTE
To Company Name/Scheme
Gold One International Limited ("Gold One")
ACN/ARSN
094 265 746
Details of substantial holder(1)
BCX Gold Investment Holdings Limited ("BCX
Name Gold") (and its related bodies corporate and
associates named in this form, Including
Balyin Nonferrous Group Co. Limited)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the substantial 27 September 2011
holder on
The previous notice was given to the company on 29 August 2011
The previous notice was dated 29 August 2011
Previous and present voting power
The total number of votes attached to all the voting shares in the company or
voting interests in the scheme that the substantial holder or an associate (2)
had a relevant interest (3) in when last required, and when now required, to
give a substantial holding notice to the company or scheme, are as follows:
Class of Previous notice Present notice
securities (4)
Person`s Voting power Person`s Voting power
votes (5) votes (5)
Ordinary 160,814,989 19.88% 168,984,109 20.89%
Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest
of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial
holding notice to the company or scheme are as follows:
Date of Person whose Nature of change Considerati Class and Person`s
change relevant (6) on given in number of votes
interest relation to securitie affected
changed change (7) s
affected
See BCX Gold Acquisition of a Considerati 8,149,120 8,149,120
annexure relevant on payable Ordinary
A Interest in on the Shares
fully paid terms of
ordinary shares the Offer
in Gold One
arising upon
acceptance of
the takeover
offer set out in
the Bidder`s
Statement dated
3 August 2011
("Bidder`s
Statement")
("Offer")**
See Balyin As above As above As above As above
annexure Precious Note: BCX Gold
A Metals is wholly owned
Investment by BPM
Limited
("BPM")
See Balyin As above As above As above As above
annexure Nonferrous Note: BCX Gold
A Group Co is wholly owned
Limited by Balyin
("Balyin")
See China-Africa As above As above As above As above
annexure Development Note: China-
A Fund Africa
Development Fund
has a relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement dated
5 July 2011, a
copy of which
was annexed to
the ASIC Form
604 dated 11
July 2011
("Exclusivity
Agreement")
See China-Africa As above As above As above As above
annexure Gold Note: China-
A Investment Africa
Holding Co. Investment
Limited Holding co.
Limited has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
See China As above As above As above As above
annexure Development Note: China
A Bank Development Bank
Corporation Corporation has
a relevant
interest under
section
608(3)(b)
because it
controls China-
Africa
Development Fund
See Long March As above As above As above As above
annexure Capital Note: Long March
A Limited as co- capital Limited
manager of has a relevant
Changxin interest under
Element section
Development 608(1)(c)as a
LLP result of the
Exclusivity
Agreement
See CITIC As above As above As above As above
annexure Kingview Note CITIC
A capital Kingview Capital
Management Management Co.
Co. Ltd as co- Ltd has a
manager of relevant
Changxin interest under
Element section
Development 608(1)(c) as a
LLP result of the
Exclusivity
Agreement
See CX Elements As above As above As above As above
annexure Investment Note: CX
A Ltd Elements
Investment Ltd
has a relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
See CX Gold As above As above As above As above
annexure Investment Note: CX Gold
A Holdings Ltd Investment
Holdings Ltd has
a relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
** The Offer is subject to a number of conditions (including approval of of the
subscriptions) as described in the Bidder`s Statement).
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registered Person Nature of Class and Person`s
relevant holder of entitled relevant number of votes
interest securities to be interest (6) securities
registered
as holder
(8)
BCX Gold Various Subject to Relevant 26,274,759 26,274,759
Gold One the terms interest under Ordinary
shareholder and section 608(8) shares
s who have conditions as a result of
accepted of the acceptances of
the Offer Offer, BCX the Offer. The
Gold offer is
subject to a
number of
conditions as
described in
the Bidders
Statement
BPM BPM BCX Gold has a 142,689,35 142,689,35
relevant 0 Ordinary 0
interest under shares
section
608(1)(c) as a
result of the
Exclusivity
Agreement
BPM Various Subject to BPM has a 28,274,759 28,274,759
Gold One the terms relevant Ordinary
shareholder and interest under shares
s who have conditions section
accepted of the 608(3)(a) as
the Offer Offer BCX BCX Gold is
Gold wholly owned by
BPM. The
relevant
interest arises
through
acceptance of
the Offer.
BPM BPM Relevant 142,689,35 142,689,35
interest under 0 Ordinary 0
section shares
608(1)(a) as
the current
holder of
securities
Balyin Various Subject to BPM has a 26,274,759 26,274,759
Gold One the terms relevant Ordinary
shareholder and interest under shares
s who have conditions section
accepted of the 608(3)(a) as
the Offer Offer BCX BCX Gold is
Gold wholly owned by
BPM. The
relevant
interest arises
through
acceptance of
the Offer.
BPM BPM BPM is wholly 142,689,35 142,689,35
owned and 0 Ordinary 0
controlled by shares
Balyin
China-Africa Various Subject to China-Africa 26,274,759 26,274,759
Development Gold One the terms Development Ordinary
Fund shareholder and Fund has a shares
s who have conditions relevant
accepted of the interest under
the Offer Offer BCX section
Gold 608(1)(c) as a
result of the
Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China-Africa 142,689,35 142,689,35
Development 0 Ordinary 0
Fund has a shares
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
China-Africa Various Subject to China-Africa 26,274,759 26,274,759
Investment Gold One the terms Investment Ordinary
Holding Co. shareholder and Holding Co. shares
Limited s who have conditions Limited has a
accepted of the relevant
the Offer Offer BCX interest under
Gold section
608(1)(c) as a
result of the
Exclusivity
Agreement The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China-Africa 142,689,35 142,689,35
Investment 0 Ordinary 0
Holding Co. shares
Limited has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
China Various Subject to China 26,274,759 26,264,759
Development Gold One the terms Development Ordinary
Bank shareholder and bank shares
Corporation s who have conditions Corporation has
accepted of the a relevant
the Offer Offer BCX interest under
Gold section
608(3)(b)
because it
controls China-
Africa
Development
Fund. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China 142,689,35 142,689,35
Development 0 Ordinary 0
Bank shares
Corporation has
a relevant
interest under
section
608(3)(b)
because it
controls China-
Africa
Development
Fund
Long March Various Subject to Long March 26,274,759 26,274,759
Capital Gold One the terms Capital Limited Ordinary
Limited as shareholder and has a relevant shares
co-manager s who have conditions interest under
of Changxin accepted of the section
Element the Offer Offer BCX 608(1)(c) as a
Development Gold result of the
LLP Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM Long March 142,689,35 142,689,35
Capital Limited 0 Ordinary 0
has a relevant shares
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CITIC Various Subject to CITIC Kingview 26,274,759 26,274,759
Kingview Gold One the terms Capital Ordinary
Capital shareholder and Management Co. shares
Management s who have conditions Ltd has a
Co. Ltd as accepted of the relevant
co-manager the Offer Offer BCX interest under
of Changxin Gold section
Element 608(1(c) as a
Development result of the
LLP Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM CITIC Kingview 142,689,35 142,689,35
Capital 0 Ordinary 0
Management Co. shares
Ltd has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CX Elements Various Subject to CX Elements 26,274,759 26,274,759
Investment Gold One the terms Investment Ltd Ordinary
Ltd shareholder and has a relevant shares
s who have conditions interest under
accepted of the section
the Offer Offer BCX 608(1)(c) as a
Gold result of the
Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM CX Elements 142,689,35 142,689,35
Investment Ltd 0 Ordinary 0
has a relevant shares
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CX Gold Various Subject to CX Elements 26,274,759 26,274,759
Investment Gold One the terms Investment Ordinary
Holdings Ltd shareholder and Holdings Ltd shares
s who have conditions has a relevant
accepted of the interest under
the Offer Offer BCX section
Gold 608(1(c) as a
result of the
Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM CX Gold 142,689,35 142,689,35
Investment 0 Ordinary 0
Holdings Ltd shares
has a relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
Changes in association
The persons who have become associates (2) of, ceased to be associates of, or
have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold Investment N/A 96 Youhao Road, Balyin District, Gansu, China
Holdings Ltd
Balyin Nonferrous N/A 96 Youhao Road, Balyin District, Gansu, China
Group Co. Ltd
Balyin Precious N/A 96 Youhao Road, Balyin District, Gansu, China
Metals investment Ltd
China-Africa N/A F10/F11, Tower C, Chamsunny World Trade
Development Fund center, No.28 Fuxinmennei Street, Xicheng
District, Beijing, China
China-Africa Gold N/A F10/F11, Tower C, Chamsunny World Trade
Investment Holding center, No.28 Fuxinmennei Street, Xicheng
Co. Limited District, Beijing, China
China Development N/A No.29 Fuchengmenwai Street Xicheng District,
Bank Corporation Beijing
Long March Capital N/A Tlanjin Harbour Bonded Area Halgang 6th Road,
Limited as co-manager No 78, B-614, c/o Suite 2111, Orient Plaza
of Changxin Element Block E1, 1 Chang an Avenue, Beijing, China
Development LLP 100738
CITIC Kingview N/A c/o suite, Beijing Capital Mansion Building
Capital management No 6, Xinyuan South Road, chaoyang District
Co. Ltd as co-manager Beijing, China, 100004
of Chanxin Element
Development LLP
CX Elements N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Ltd Avenue, Beijing, China 100738
CX Gold Investment N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Holdings Ltd Avenue, Beijing, China 100738
Signature
Print Name
Alex Yao
Capacity
Attorney
Date 29 September 2011
DIRECTIONS
(1) If there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an
annexure to the form. If the relevant interests of a group of persons are
essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with the names
and addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act
2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of
the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into
separate classes.
(5) The person`s votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change
in relevant interest occurred. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement
by the person giving full and accurate details of any contract, scheme or
arrangement, must accompany this form, together with a written statement
certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or disposal of
the securities to which the relevant interest relates (indicating clearly
the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations
Act 2001.
(7) Details of the consideration must include any and all benefits, money and
other, that any person from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details
must be included even if the benefit is conditional on the happening or not
of a contingency. Details must be included of any benefit paid on behalf of
the substantial holder or its associate in relation to the acquisitions,
even if they are not paid directly to the person from whom the relevant
interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person
(eg. if the relevant interest arises because of an option) write "unknown".
(9) Give details, if appropriate, of the present association and any change in
that association since the last substantial holding notice.
Annexure A
Signed
Date: 28 September 2011
Date of acceptances Number of shares
29/08/11 635,535
30/08/11 101,214
31/08/11 222,543
1/09/11 382,309
2/09/11 302,737
5/09/11 363,224
6/09/11 272,028
7/09/11 507,433
8/09/11 990,127
9/09/11 228,006
12/09/11 155,800
13/09/11 774,821
14/09/11 491,222
15/09/11 238,025
16/09/11 437,411
19/09/11 775,733
20/09/11 117,084
21/09/11 324,526
22/09/11 64,511
23/09/11 116,747
26/09/11 547,620
27/09/11 100,464
Total 8,149,120
UNQUOTE
Johannesburg
29 September 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 29/09/2011 09:23:01 Produced by the JSE SENS Department.
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