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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, today, 7 December 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 7/12/ 2011
holder on
The previous notice was given to the company on 7/12/ 2011
The previous notice was dated 7/12 / 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
securities (4) Previous notice Present notice
Person`s Voting power Person`s Voting power
votes (5) votes (5)
Ordinary 336,250,651 38.66% 443,575,192 51.00%
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:
Person
whose Consideration Class and
relevant given in number of Person`s
Date of interest Nature of relation to securities votes
change changed change (6) change (7) affected affected
See BCX Gold Acquisition Consideration 107,324,541 107,324,541
annexure of a relevant payable on Ordinary
A Interest in the terms of shares
fully paid the Offer
ordinary
shares 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
A Metals Gold is
Investment wholly owned
Limited by BPM
("BPM")
See Balyin As above As above As above As above
annexure Nonferrous Note: BCX
A Group Co Gold is
Limited wholly owned
("Balyin") by Balyin
See China- As above As above As above As above
annexure Africa Note: China-
A Development Africa
Fund 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- As above As above As above As above
annexure Africa 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
Corporation Bank
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
A Limited as March capital
co-manager Limited has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c)as a
result of the
Exclusivity
Agreement
See CITIC As above As above As above As above
annexure Kingview Note CITIC
A capital Kingview
Management Capital
Co. Ltd as Management
co-manager Co. Ltd has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c) as
a 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 Investment
Ltd 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 Registere Person Nature of Class and Person`s
relevant d holder entitled relevant number of votes
interest of to be interest (6) securities
securitie registered
s as holder
(8)
BCX Gold Various Subject to Relevant 300,885,84 300,885,84
Gold One the terms interest 2 2
sharehold and under section Ordinary
ers who conditions 608(8) as a shares
have of the result of
accepted Offer, BCX acceptances
the Offer Gold of the Offer.
The offer is
subject to a
number of
conditions as
described in
the Bidders
Statement
BPM BPM BCX Gold has 142,689,35 142,689,35
a relevant 0 Ordinary 0
interest shares
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
BPM Various Subject to BPM has a 300,885,84 300,885,84
Gold One the terms relevant 2 Ordinary 2
sharehold and interest shares
ers who conditions under section
have of the 608(3)(a) as
accepted Offer BCX BCX Gold is
the Offer Gold wholly owned
by BPM. The
relevant
interest
arises
through
acceptance of
the Offer.
BPM BPM Relevant 142,689,35 142,689,35
interest 0 Ordinary 0
under section shares
608(1)(a) as
the current
holder of
securities
Balyin Various Subject to BPM has a 300,885,84 300,885,84
Gold One the terms relevant 2 Ordinary 2
sharehold and interest shares
ers who conditions under section
have of the 608(3)(a) as
accepted Offer BCX BCX Gold is
the Offer 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 300,885,84 300,885,84
Development Gold One the terms Development 2 Ordinary 2
Fund sharehold and Fund has a shares
ers who conditions relevant
have of the interest
accepted Offer BCX under section
the Offer 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 300,885,84 300,885,84
Investment Gold One the terms Investment 2 Ordinary 2
Holding Co. sharehold and Holding Co. shares
Limited ers who conditions Limited has a
have of the relevant
accepted Offer BCX interest
the Offer Gold under 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 300,885,84 300,885,84
Development Gold One the terms Development 2 Ordinary 2
Bank sharehold and bank shares
Corporation ers who conditions Corporation
have of the has a
accepted Offer BCX relevant
the Offer Gold interest
under 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 300,885,84 300,885,84
Capital Gold One the terms Capital 2 Ordinary 2
Limited as sharehold and Limited has a shares
co-manager ers who conditions relevant
of Changxin have of the interest
Element accepted Offer BCX under section
Development the Offer Gold 608(1)(c) as
LLP a result of
the
Exclusivity
Agreement.
The relevant
interest
arises
through
acceptances
of the Offer
BPM BPM Long March 142,689,35 142,689,35
Capital 0 Ordinary 0
Limited has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CITIC Various Subject to CITIC 300,885,84 300,885,84
Kingview Gold One the terms Kingview 2 Ordinary 2
Capital sharehold and Capital shares
Management ers who conditions Management
Co. Ltd as have of the Co. Ltd has a
co-manager accepted Offer BCX relevant
of Changxin the Offer Gold interest
Element under section
Development 608(1(c) as a
LLP result of the
Exclusivity
Agreement.
The relevant
interest
arises
through
acceptances
of the Offer
BPM BPM CITIC 142,689,35 142,689,35
Kingview 0 Ordinary 0
Capital shares
Management
Co. Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CX Elements Various Subject to CX Elements 300,885,84 300,885,84
Investment Gold One the terms Investment 2 Ordinary 2
Ltd sharehold and Ltd has a shares
ers who conditions relevant
have of the interest
accepted Offer BCX under section
the Offer Gold 608(1)(c) as
a 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 0 Ordinary 0
Ltd has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CX Gold Various Subject to CX Elements 300,885,84 300,885,84
Investment Gold One the terms Investment 2 Ordinary 2
Holdings Ltd sharehold and Holdings Ltd shares
ers who conditions has a
have of the relevant
accepted Offer BCX interest
the Offer Gold under section
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 N/A 96 Youhao Road, Balyin District, Gansu, China
Investment
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- No 78, B-614, c/o Suite 2111, Orient Plaza
manager of Block E1, 1 Chang an Avenue, Beijing, China
Changxin Element 100738
Development LLP
CITIC Kingview N/A c/o suite 3305, Beijing Capital Mansion
Capital management Building No 6, Xinyuan South Road, chaoyang
Co. Ltd as co- District Beijing, China, 100004
manager 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 7 December 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.
UNQUOTE
Johannesburg
7 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 07/12/2011 09:38:01 Produced by the JSE SENS Department.
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