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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, 9 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
1. 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 8/12/ 2011
holder on
The previous notice was given to the company on 8/12/ 2011
The previous notice was dated 7/12/ 2011
2. 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 475,373,841 54.66% 498,831,557 57.36%
3. 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
8 BCX Gold Acquisition Consideration 23,457,716 23,457,716
December of a relevant payable on Ordinary
2011 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")**
8 Balyin As above As above As above As above
December Precious Note: BCX
2011 Metals Gold is
Investment wholly owned
Limited by BPM
("BPM")
8 Balyin As above As above As above As above
December Nonferrous Note: BCX
2011 Group Co Gold is
Limited wholly owned
("Balyin") by Balyin
8 China- As above As above As above As above
December Africa Note: China-
2011 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")
8 China- As above As above As above As above
December Africa Gold Note: China-
2011 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
8 China As above As above As above As above
December Development Note: China
2011 Bank Development
Corporation Bank
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
8 Long March As above As above As above As above
December Capital Note: Long
2011 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
8 CITIC As above As above As above As above
December Kingview Note CITIC
2011 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
8 CX Elements As above As above As above As above
December Investment Note: CX
2011 Ltd Elements
Investment
Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
8 CX Gold As above As above As above As above
December Investment Note: CX Gold
2011 Holdings Investment
Ltd Holdings Ltd
has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
** The Offer has been declared unconditional based on BCX Gold`s notice to
free Offer from conditions dated 25 November 2011).
4. 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
registere
d as
holder
(8)
BCX Gold Various Subject Relevant 356,142,207 356,142,207
Gold One to the interest Ordinary
shareholde terms and under section shares
rs who condition 608(8) as a
have s of the result of
accepted Offer, acceptances
the Offer BCX Gold of the Offer.
The offer is
subject to a
number of
conditions as
described in
the Bidders
Statement
BPM BPM BCX Gold has 142,689,350 142,689,350
a relevant Ordinary
interest shares
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
BPM Various Subject BPM has a 356,142,207 356,142,207
Gold One to the relevant Ordinary
shareholde terms and interest shares
rs who condition under section
have s 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 142,689,350 142,689,350
interest Ordinary
under section shares
608(1)(a) as
the current
holder of
securities
Balyin Various Subject BPM has a 356,142,207 356,142,207
Gold One to the relevant Ordinary
shareholde terms and interest shares
rs who condition under section
have s 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 142,689,350 142,689,350
owned and Ordinary
controlled by shares
Balyin
China- Various Subject China-Africa 356,142,207 356,142,207
Africa Gold One to the Development Ordinary
Developme shareholde terms and Fund has a shares
nt Fund rs who condition relevant
have s 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 142,689,350 142,689,350
Development Ordinary
Fund has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
China- Various Subject China-Africa 356,142,207 356,142,207
Africa Gold One to the Investment Ordinary
Investmen shareholde terms and Holding Co. shares
t Holding rs who condition Limited has a
Co. have s of the relevant
Limited 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 142,689,350 142,689,350
Investment Ordinary
Holding Co. shares
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
China Various Subject China 356,142,207 356,142,207
Developme Gold One to the Development Ordinary
nt Bank shareholde terms and bank shares
Corporati rs who condition Corporation
on have s 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 142,689,350 142,689,350
Development Ordinary
Bank shares
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
Long Various Subject Long March 356,142,207 356,142,207
March Gold One to the Capital Ordinary
Capital shareholde terms and Limited has a shares
Limited rs who condition relevant
as co- have s of the interest
manager accepted Offer BCX under section
of the Offer Gold 608(1)(c) as
Changxin a result of
Element the
Developme Exclusivity
nt LLP Agreement.
The relevant
interest
arises
through
acceptances
of the Offer
BPM BPM Long March 142,689,350 142,689,350
Capital Ordinary
Limited has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CITIC Various Subject CITIC 356,142,207 356,142,207
Kingview Gold One to the Kingview Ordinary
Capital shareholde terms and Capital shares
Managemen rs who condition Management
t Co. Ltd have s of the Co. Ltd has a
as co- accepted Offer BCX relevant
manager the Offer Gold interest
of under section
Changxin 608(1(c) as a
Element result of the
Developme Exclusivity
nt LLP Agreement.
The relevant
interest
arises
through
acceptances
of the Offer
BPM BPM CITIC 142,689,350 142,689,350
Kingview Ordinary
Capital shares
Management
Co. Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CX Various Subject CX Elements 356,142,207 356,142,207
Elements Gold One to the Investment Ordinary
Investmen shareholde terms and Ltd has a shares
t Ltd rs who condition relevant
have s 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 142,689,350 142,689,350
Investment Ordinary
Ltd has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CX Gold Various Subject CX Elements 356,142,207 356,142,207
Investmen Gold One to the Investment Ordinary
t shareholde terms and Holdings Ltd shares
Holdings rs who condition has a
Ltd have s 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 142,689,350 142,689,350
Investment Ordinary
Holdings Ltd shares
has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
5. 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
6. 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 8 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
9 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 09/12/2011 09:30:01 Produced by the JSE SENS Department.
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