| Mon 28 Nov 2011, 7:07 | | GDO - Gold One International Limited - A$0.55 per share cash offer to Gold One |
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GDO
GDO
GDO - Gold One International Limited - A$0.55 per share cash offer to Gold One
shareholders now unconditional
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth) with
registration number ACN: 094 265 746
(Registered in South Africa as an external company with registration number
2009/000032/10)
ISIN: AU000000GDO5
Share Code on the ASX/JSE: GDO
OTCQX International: GLDZY
("Gold One" or the "company")
A$0.55 PER SHARE CASH OFFER TO GOLD ONE SHAREHOLDERS NOW UNCONDITIONAL
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 BCX Gold
Investment Holdings Limited ("BCX Gold"), a special purpose vehicle formed by
the Consortium, making a cash offer of A$0.55 per existing Gold One share
("Offer") and a minimum A$150 million capital injection into Gold One (the
"Transaction").
Offer Now Unconditional
Gold One is pleased to announce that BCX Gold has informed the Company that:
- it has obtained the requisite approvals to proceed with the Transaction
from the National Development and Reform Commission, the Ministry of
Commerce and the State Administration for Foreign Exchange of the People`s
Republic of China ("PRC");
- accordingly, it has freed the Offer from all defeating conditions that had
not been fulfilled, including a waiver of the condition that the Consortium
obtain a minimum 60% interest in Gold One on a Fully Diluted Basis.
This now clears the way for the Consortium to complete the Transaction in a
timely manner. The Offer is scheduled to close at 7:00 pm AEDT/ 10:00 am CAT on
Thursday, 15 December 2011, unless it is extended. Payment of the Offer
consideration is expected to take place on Friday, 23 December 2011.
Relevant Interest
As at the date of this announcement, the Consortium has a relevant interest of
approximately 23.895% on an undiluted basis in the ordinary shares of Gold One.
Gold One Board of Directors` Comment and Recommendation
Gold One President and Chief Executive Officer Neal Froneman comments: "I am
very pleased that the requisite PRC approvals needed to complete the Transaction
have been obtained, and that all remaining conditions to the Offer have been
waived. We look forward to concluding the Transaction as soon as possible. To
assist the Company in expediting the Transaction, so Gold One can receive the
Subscription proceeds before the end of the year, I encourage those Shareholders
who plan to tender into the Offer to do so on or before Wednesday, 7 December
2011".
The Board of Gold One reaffirms its recommendation that Shareholders who wish to
realise, in whole or in part, their investment in Gold One for cash ACCEPT the
Offer, in the absence of a superior proposal.
Transaction Timetable
In order to participate in the Offer, Gold One Shareholders must accept into the
Offer on or prior to Thursday, 15 December 2011 (unless the Offer is extended).
Shareholders who intend to tender into the Offer are encouraged to do so on or
before Wednesday, 7 December 2011.
The timetable for the Transaction is set out below:
Milestone Date
Last practicable trading day for Australian listed Before 5.00 pm AEDT
Optionholders to exercise their Options so that they or 5.00 pm CAT (as
can be issued Shares to be able to accept into the the case may be) on
Offer before the end of the Offer Period Wednesday, 7 December
2011
Last practicable trading day for South African Thursday, 8 December
shareholders to sell their Shares so that a purchaser 2011
is able to receive those Shares and accept into the
Offer before the end of the Offer Period (Note: This
date depends on when the Offer closes)
South African shareholders trade "ex" the Offer Friday, 9 December
(Note: This date depends on when the Offer closes) 2011
Last practicable trading day for Bondholders to send Before 5.00 pm GMT on
their conversion notice to Deutsche Bank AG, London Friday, 9 December
Branch so that they can be issued Shares: 2011
credited to Strate; and
entered on Gold One`s South African Share Register,
to be able to accept into the Offer before the end of
the Offer Period
Last practicable trading day for Bondholders to send Before 5.00 pm GMT on
their conversion notice to Deutsche Bank AG, London Monday, 12 December
Branch so that they can be issued Shares: 2011
credited to CHESS; and
entered on Gold One`s Australian Share Register,
to be able to accept into the Offer before the end of
the Offer Period
Record date on which South African shareholders must Thursday, 15 December
be recorded as such in the South African Share 2011
Register in order to receive the Offer consideration
(Note: This date depends on when the Offer closes)
Offer Period under the Offer ends (subject to 10.00 am CAT / 7.00
extension) pm AEDT on Thursday,
15 December 2011
Expected date of payment of the Offer consideration Friday, 23 December
to Shareholders 2011
(Note: This date is subject to change and depends on
when Shareholders accept the Offer and when the Offer
closes)
Expected date of payment for and issue of shares in Wednesday, 28
respect of the Initial Subscription of A$150 million December 2011
and Additional Subscription, if any
(Note: This date depends on when the Offer closes and
payment under the Offer has been made)
Notes:
- 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.
- Shareholders are specifically informed that the closing date for the Offer
may change as permitted by or provided for in the Australian Corporations
Act 2001 (Cth) which will affect some of the key dates set out above.
- Should the closing date for the Offer change, the expected last day to
trade for South African shareholders so that purchasers can receive those
Shares and accept into the Offer, the record date on which South African
shareholders must be recorded as such in the South African Share Register
in order to receive the Offer consideration, as well as the expected date
of payment of the Offer consideration to Shareholders, may be affected.
- Gold One and BCX Gold have agreed that the Subscription will complete on
Wednesday, 28 December 2011, if the consideration for the Offer is paid on
Friday, 23 December 2011, and the Offer Period is not extended.
- CAT means Central African Time, AEDT means Australian Eastern Daylight Time
and GMT means Greenwich Mean Time.
- The "last practicable dates" set out above for Optionholders and
Bondholders do not take into account any delay by the relevant
securityholder in converting their securities and assume that the relevant
securityholder will accept their resulting shares into the Offer
immediately following issue of those resulting shares. Gold One will make
an announcement to the ASX and JSE as soon as these resulting shares have
been issued. It is suggested that Optionholders and Bondholders who want to
accept the Offer convert their securities at their earliest convenience.
Defined terms in the Target`s Statement dated 3 August 2011, have the same
meaning in this announcement.
A substantial holder of Gold One, today, 25 November 2011, submitted to the
Australian Securities Exchange ("ASX") the following - "Notice of fulfilment of
condition", set out under Annexure A of this announcement.
In addition to the above notice, a substantial holder of Gold One, today, 25
November 2011, submitted to the Australian Securities Exchange ("ASX") the
following - "Notice to free Offer from conditions", set out under Annexure B of
this announcement
Johannesburg
28 November 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Issued by Gold One International Limited
www.gold1.co.za
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`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 809,326,610 shares.
About the Consortium
The members of the Consortium are established and based in the 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.
Annexure A
QUOTE
In relation to the Bidder`s Statement dated 3 August 2011 ("Bidder`s Statement")
by BCX Gold Investment Holdings Ltd ("BCX Gold"), BCX Gold gives notice under
section 630(4) of the Corporations Act that the condition set out in paragraph
(e) of Appendix 2 of the Bidder`s Statement (relating to regulatory approvals)
has been fulfilled and, accordingly, the offer made by BCX Gold under the
Bidder`s Statement ("Offer") and any takeover contracts arising from acceptance
of the Offer is now free of that condition.
Unless the context requires otherwise, defined terms in the Bidder`s Statement
have the same meaning in this Notice.
Dated: 25 November 2011
Signed by Mr SUN Long on behalf of BCX Gold Investment Holdings Ltd.
Signed
SUN Long
Sole Director
UNQUOTE
Annexure B
QUOTE
In relation to the offer ("Offer") made pursuant to the Bidder`s Statement dated
3 August 2011 ("Bidder`s Statement") by BCX Gold Investment Holdings Limited (a
company incorporated in the British Virgin Islands with Company number 1615265)
("BCX Gold"), BCX Gold gives notice under section 650F of the Corporations Act
2001 (Cwlth) that:
(a) it declares the Offer and any takeover contract arising from acceptance of
the Offer free from each of the conditions set out in paragraphs (a) to (q)
in Appendix 2 of the Bidder`s Statement, being free of all of the
conditions which have not already been fulfilled; and
(b) as at the date of this notice, BCX Gold`s voting power in Gold One
International Limited is 23.895%, comprising 193,391,283 Gold One Shares
out of a total of 809,326,610 Gold One Shares presently on issue.
Unless the context requires otherwise, defined terms in the Bidder`s Statement
have the same meaning in this notice.
Dated: 25 November 2011
Signed by SUN Long on behalf of BCX Gold Investment Holdings Limited.
Signed
SUN Long
Sole Director
UNQUOTE
ENDS
Date: 28/11/2011 07:07:15 Produced by the JSE SENS Department.
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