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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, 14 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 14 December 2011
holder on
The previous notice was given to the company on 14 December 2011
The previous notice was dated 14 December 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 682,614,030 66.74% 730,840,433 66.74%
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
relevant Consideration Class and
interest given in number of Person`s
Date of changed Nature of change relation to securitie votes
change (6) change (7) s affected
affected
13 BCX Gold Acquisition of a Consideration 48,226,40 48,226,403
December relevant payable on 3
2011 Interest in the terms of Ordinary
fully paid the Offer shares
ordinary shares
in Gold One
arising upon
acceptance of
the takeover
offer set out in
the Bidder`s
Statement dated
3 August 2011
13 Balyin As above Consideration 48,226,40 48,226,403
December Precious Note: BCX Gold payable on 3
2011 Metals is wholly owned the terms of Ordinary
Investment by BPM the Offer shares
Limited
("BPM")
13 Balyin As above Consideration 48,226,40 48,226,403
December Nonferrous Note: BCX Gold payable on 3
2011 Group Co is wholly owned the terms of Ordinary
Limited by Balyin the Offer shares
("Balyin")
13 China-Africa As above Consideration 48,226,40 48,226,403
December Development Note: China- payable on 3
2011 Fund Africa the terms of Ordinary
Development Fund the Offer shares
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")
13 China-Africa As above Consideration 48,226,40 48,226,403
December Gold Note: China- payable on 3
2011 Investment Africa the terms of Ordinary
Holding Co. Investment the Offer shares
Limited Holding co.
Limited has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
13 China As above Consideration 48,226,40 48,226,403
December Development Note: China payable on 3
2011 Bank Development Bank the terms of Ordinary
Corporation Corporation has the Offer shares
a relevant
interest under
section
608(3)(b)
because it
controls China-
Africa
Development Fund
13 Long March As above Consideration 48,226,40 48,226,403
December Capital Note: Long March payable on 3
2011 Limited as capital Limited the terms of Ordinary
co-manager has a relevant the Offer shares
of Changxin interest under
Element section
Development 608(1)(c)as a
LLP result of the
Exclusivity
Agreement
13 CITIC As above Consideration 48,226,40 48,226,403
December Kingview Note CITIC payable on 3
2011 capital Kingview Capital the terms of Ordinary
Management Management Co. the Offer shares
Co. Ltd as Ltd has a
co-manager relevant
of Changxin interest under
Element section
Development 608(1)(c) as a
LLP result of the
Exclusivity
Agreement
13 CX Elements As above Consideration 48,226,40 48,226,403
December Investment Note: CX payable on 3
2011 Ltd Elements the terms of Ordinary
Investment Ltd the Offer shares
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 to relevant interest number of votes
interest securities be (6) securities
registered
as holder
(8)
BCX Gold Various Subject to Relevant interest 588,151,083 588,151,
Gold One the terms under section Ordinary 083
shareholde and 608(8) as a shares
rs who conditions result of
have of the acceptances of
accepted Offer, BCX the Offer.
the Offer Gold
BCX Gold BCX Gold Relevant interest 142,689,350 142,689,
under section Ordinary 350
608(1)(a) as the shares
current holder of
securities
BPM Various Subject to BPM has a 588,151,083 588,151,
Gold One the terms relevant interest Ordinary 083
shareholde and under section shares
rs who conditions 608(3)(a) as BCX
have of the Gold is wholly
accepted Offer BCX owned by BPM. The
the Offer Gold relevant interest
arises through
acceptance of the
Offer.
BCX Gold BCX Gold BPM has a 142,689,350 142,689,
relevant interest Ordinary 350
under section shares
608(3)(a) as BCX
Gold is wholly
owned by BPM.
Balyin Various Subject to Baiyin has a 588,151,083 588,151,
Gold One the terms relevant interest Ordinary 083
shareholde and under section shares
rs who conditions 608(3)(a) as BCX
have of the Gold is wholly
accepted Offer BCX owned by Baiyin.
the Offer Gold The relevant
interest arises
through
acceptances of
the Offer.
BCX Gold BCX Gold Baiyin has a 142,689,350 142,689,
relevant interest Ordinary 350
under 608(3)(a) shares
as BCX Gold is
wholly owned by
BPM, and BPM is
wholly owned and
controlled by
Baiyin
China-Africa Various Subject to China-Africa 588,151,083 588,151,
Development Gold One the terms Development Fund Ordinary 083
Fund shareholde and has a relevant shares
rs who conditions interest under
have of the section 608(1)(c)
accepted Offer BCX as a result of
the Offer Gold the Exclusivity
Agreement. The
relevant interest
arises through
acceptances of
the Offer
BCX Gold BCX Gold China-Africa 142,689,350 142,689,
Development Fund Ordinary 350
has a relevant shares
interest under
section 608(1)(c)
as a result of
the Exclusivity
Agreement
China-Africa Various Subject to China-Africa 588,151,083 588,151,
Investment Gold One the terms Investment Ordinary 083
Holding Co. shareholde and Holding Co. shares
Limited rs who conditions Limited has a
have of the relevant 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
BCX Gold BCX Gold China-Africa 142,689,350 142,689,
Investment Ordinary 350
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 Development 588,151,083 588,151,
Development Gold One the terms bank Corporation Ordinary 083
Bank shareholde and has a relevant shares
Corporation rs who conditions interest under
have of the section 608(3)(b)
accepted Offer BCX because it
the Offer Gold controls China-
Africa
Development Fund.
The relevant
interest arises
through
acceptances of
the Offer
BCX Gold BCX Gold China Development 142,689,350 142,689,
Bank Corporation Ordinary 350
has a relevant shares
interest under
section 608(3)(b)
because it
controls China-
Africa
Development Fund
Long March Various Subject to Long March 588,151,083 588,151,
Capital Gold One the terms Capital Limited Ordinary 083
Limited as co-shareholde and has a relevant shares
manager of rs who conditions interest under
Changxin have of the section 608(1)(c)
Element accepted Offer BCX as a result of
Development the Offer Gold the Exclusivity
LLP Agreement. The
relevant interest
arises through
acceptances of
the Offer
BCX Gold BCX Gold Long March 142,689,350 142,689,
Capital Limited Ordinary 350
has a relevant shares
interest under
section 608(1)(c)
as a result of
the Exclusivity
Agreement
CITIC Various Subject to CITIC Kingview 588,151,083 588,151,
Kingview Gold One the terms Capital Ordinary 083
Capital shareholde and Management Co. shares
Management rs who conditions Ltd has a
Co. Ltd as co-have of the relevant interest
manager of accepted Offer BCX under section
Changxin the Offer Gold 608(1(c) as a
Element result of the
Development Exclusivity
LLP Agreement. The
relevant interest
arises through
acceptances of
the Offer
BCX Gold BCX Gold CITIC Kingview 142,689,350 142,689,
Capital Ordinary 350
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 588,151,083 588,151,
Investment Gold One the terms Investment Ltd Ordinary 083
Ltd shareholde and has a relevant shares
rs who conditions interest under
have of the section 608(1)(c)
accepted Offer BCX as a result of
the Offer Gold the Exclusivity
Agreement. The
relevant interest
arises through
acceptances of
the Offer
BCX Gold BCX Gold CX Elements 142,689,350 142,689,
Investment Ltd Ordinary 350
has a relevant shares
interest under
section 608(1)(c)
as a result of
the Exclusivity
Agreement
CX Gold Various Subject to CX Elements 588,151,083 588,151,
Investment Gold One the terms Investment Ordinary 083
Holdings Ltd shareholde and Holdings Ltd has shares
rs who conditions a relevant
have of the interest under
accepted Offer BCX section 608(1(c)
the Offer Gold as a result of
the Exclusivity
Agreement. The
relevant interest
arises through
acceptances of
the Offer
BCX Gold BCX Gold CX Gold 142,689,350 142,689,
Investment Ordinary 350
Holdings Ltd has shares
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
14 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: 14 December 2011
UNQUOTE
Johannesburg
14 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 14/12/2011 11:53:02 Produced by the JSE SENS Department.
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