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GDO
GDO
GDO - Gold One - 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, 13 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 12 December 2011
holder on
The previous notice was given to the company on 9 December 2011
The previous notice was dated 9 December 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 513,478,800 59.02% 527,893,107 53.61%
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
12 BCX Gold Acquisition Consideration 14,414,307 14,414,307
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")
and/or the
acquisition
of a relevant
interest in
American
depository
shares
("ADSs")
representing
interest in
fully paid
ordinary
shares in
Gold One set
out in the
supplemental
information
sent by The
Bank of New
York Mellon
as tender
agent to
holders of
ADSs
("Offer")**
12 Balyin As above Consideration 14,414,307 14,414,307
December Precious Note: BCX payable on Ordinary
2011 Metals Gold is the terms of shares
Investment wholly owned the Offer
Limited by BPM
("BPM")
12 Balyin As above Consideration 14,414,307 14,414,307
December Nonferrous Note: BCX payable on Ordinary
2011 Group Co Gold is the terms of shares
Limited wholly owned the Offer
("Balyin") by Balyin
12 China- As above Consideration 14,414,307 14,414,307
December Africa Note: China- payable on Ordinary
2011 Development Africa the terms of shares
Fund Development the Offer
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")
12 China- As above Consideration 14,414,307 14,414,307
December Africa Gold Note: China- payable on Ordinary
2011 Investment Africa the terms of shares
Holding Co. Investment the Offer
Limited Holding co.
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
12 China As above Consideration 14,414,307 14,414,307
December Development Note: China payable on Ordinary
2011 Bank Development the terms of shares
Corporation Bank the Offer
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
12 Long March As above Consideration 14,414,307 14,414,307
December Capital Note: Long payable on Ordinary
2011 Limited as March capital the terms of shares
co-manager Limited has a the Offer
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c)as a
result of the
Exclusivity
Agreement
12 CITIC As above Consideration 14,414,307 14,414,307
December Kingview Note CITIC payable on Ordinary
2011 capital Kingview the terms of shares
Management Capital the Offer
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
12 CX Elements As above Consideration 14,414,307 14,414,307
December Investment Note: CX payable on Ordinary
2011 Ltd Elements the terms of shares
Investment the Offer
Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
12 BCX Gold Acquisition A$ 142,689,350 142,689,350
December of a relevant 75,625,355.50 Ordinary
2011 interest in shares
fully paid
ordinary
shares in
Gold One
under section
608(1)(a) as
the holder of
securities as
a result of
the
acquisition
of shares by
BCX Gold from
BPM
12 BPM BPM has a A$ 142,689,350 142,689,350
December relevant 75,625,355.50 Ordinary
2011 interest shares
under section
608(3)(a) as
BCX Gold is
wholly owned
by BPM
12 Balyin Balyin has a A$ 142,689,350 142,689,350
December relevant 75,625,355.50 Ordinary
2011 interest shares
under section
608(3)(a) as
BCX Gold is
wholly owned
by BPM and
BPM is wholly
owned and
controlled by
Balyin
12 China- China-Africa A$ 142,689,350 142,689,350
December Africa Development 75,625,355.50 Ordinary
2011 Development Fund has a shares
Fund 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")
12 China- China-Africa A$ 142,689,350 142,689,350
December Africa Gold Investment 75,625,355.50 Ordinary
2011 Investment Holding co. shares
Holding Co. Limited has a
Limited relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
12 China China A$ 142,689,350 142,689,350
December Development Development 75,625,355.50 Ordinary
2011 Bank Bank shares
Corporation Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
12 Long March Long March A$ 142,689,350 142,689,350
December Capital capital 75,625,355.50 Ordinary
2011 Limited as Limited has a shares
co-manager relevant
of Changxin interest
Element under section
Development 608(1)(c)as a
LLP result of the
Exclusivity
Agreement
12 CITIC CITIC A$ 142,689,350 142,689,350
December Kingview Kingview 75,625,355.50 Ordinary
2011 capital Capital shares
Management Management
Co. Ltd as Co. Ltd has a
co-manager relevant
of Changxin interest
Element under section
Development 608(1)(c) as
LLP a result of
the
Exclusivity
Agreement
12 CX Elements CX Elements A$ 142,689,350 142,689,350
December Investment Investment 75,625,355.50 Ordinary
2011 Ltd Ltd has a shares
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
12 CX Gold CX Gold A$ 142,689,350 142,689,350
December Investment Investment 75,625,355.50 Ordinary
2011 Holdings Holdings Ltd shares
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.
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder Registered Person Nature of Class and Person`s
of holder of entitled to relevant number of votes
relevant securities be interest (6) securities
interest registered
as holder
(8)
BCX Gold Various Gold Subject to Relevant 385,203,757 385,203,757
One the terms interest Ordinary
shareholders and under shares
who have conditions section
accepted the of the 608(8) as a
Offer Offer, BCX result of
Gold acceptances
of the
Offer.
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 Gold Subject to BPM has a 385,203,757 385,203,757
One the terms relevant Ordinary
shareholders and interest shares
who have conditions under
accepted the of the Offer section
Offer BCX Gold 608(3)(a) as
BCX Gold is
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 shares
section
608(1)(a) as
the current
holder of
securities
Balyin Various Gold Subject to BPM has a 385,203,757 385,203,757
One the terms relevant Ordinary
shareholders and interest shares
who have conditions under
accepted the of the Offer section
Offer BCX Gold 608(3)(a) as
BCX Gold is
wholly owned
by BPM. The
relevant
interest
arises
through
acceptance
of the
Offer.
BPM BPM BPM is 142,689,350 142,689,350
wholly owned Ordinary
and shares
controlled
by Balyin
China- Various Gold Subject to China-Africa 385,203,757 385,203,757
Africa One the terms Development Ordinary
Developm shareholders and Fund has a shares
ent Fund who have conditions relevant
accepted the of the Offer interest
Offer BCX 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
Development Ordinary
Fund has a shares
relevant
interest
under
section
608(1)(c) as
a result of
the
Exclusivity
Agreement
China- Various Gold Subject to China-Africa 385,203,757 385,203,757
Africa One the terms Investment Ordinary
Investme shareholders and Holding Co. shares
nt who have conditions Limited has
Holding accepted the of the Offer a relevant
Co. Offer BCX Gold interest
Limited 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 Gold Subject to China 385,203,757 385,203,757
Developm One the terms Development Ordinary
ent Bank shareholders and bank shares
Corporat who have conditions Corporation
ion accepted the of the Offer has a
Offer BCX Gold relevant
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 Gold Subject to Long March 385,203,757 385,203,757
March One the terms Capital Ordinary
Capital shareholders and Limited has shares
Limited who have conditions a relevant
as co- accepted the of the Offer interest
manager Offer BCX Gold under
of section
Changxin 608(1)(c) as
Element a result of
Developm the
ent LLP Exclusivity
Agreement.
The relevant
interest
arises
through
acceptances
of the Offer
BPM BPM Long March 142,689,350 142,689,350
Capital Ordinary
Limited has shares
a relevant
interest
under
section
608(1)(c) as
a result of
the
Exclusivity
Agreement
CITIC Various Gold Subject to CITIC 385,203,757 385,203,757
Kingview One the terms Kingview Ordinary
Capital shareholders and Capital shares
Manageme who have conditions Management
nt Co. accepted the of the Offer Co. Ltd has
Ltd as Offer BCX Gold a relevant
co- interest
manager under
of section
Changxin 608(1(c) as
Element a result of
Developm the
ent LLP Exclusivity
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 Gold Subject to CX Elements 385,203,757 385,203,757
Elements One the terms Investment Ordinary
Investme shareholders and Ltd has a shares
nt Ltd who have conditions relevant
accepted the of the Offer interest
Offer BCX 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 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 Gold Subject to CX Elements 385,203,757 385,203,757
Investme One the terms Investment Ordinary
nt shareholders and Holdings Ltd shares
Holdings who have conditions has a
Ltd accepted the of the Offer relevant
Offer BCX Gold interest
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
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 Nature of association
applicable)
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 center, No.28 Fuxinmennei Street, Xicheng
Holding Co. District, Beijing, China
Limited
China Development N/A No.29 Fuchengmenwai Street Xicheng District,
Bank Corporation Beijing
Long March N/A Tlanjin Harbour Bonded Area Halgang 6th Road,
Capital Limited No 78, B-614, c/o Suite 2111, Orient Plaza
as co-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 Building No 6, Xinyuan South Road, chaoyang
management Co. District Beijing, China, 100004
Ltd as co-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 N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Avenue, Beijing, China 100738
Holdings Ltd
Signature
Print Name
Alex Yao
Capacity
Attorney
12 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.
Annexure A
Signed
Date: 12 December 2011
UNQUOTE
Johannesburg
13 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 13/12/2011 09:19:00 Produced by the JSE SENS Department.
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