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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 on Friday, 16 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 15 December 2011
holder on
The previous notice was given to the company on 16 December 2011
The previous notice was dated 15 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 846,877,657 82.80% 884,176,988 81.99%
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
15 BCX Gold Acquisition of Consideration 37,299,331 37,299,331
December a relevant payable on the Ordinary
2011 interest in terms of the shares
fully paid Offer
ordinary
shares in Gold
One arising
upon
acceptance of
the takeover
offer set out
in the
Bidder`s
statement
dated 3 August
2011
15 Baiyin As above Consideration 37,299,331 37,299,331
December Precious Note: BCX Gold payable on the Ordinary
2011 Metals is wholly terms of the shares
Investment owned by BPM Offer
Limited
("BPM")
15 Baiyin As above Consideration 37,299,331 37,299,331
December Nonferrous Note: BCX Gold payable on the Ordinary
2011 Group Co is wholly terms of the shares
Limited owned by Offer
("Baiyin") Baiyin
15 China- As above Consideration 37,299,331 37,299,331
December Africa Note: China- payable on the Ordinary
2011 Development Africa terms of the shares
Fund Development Offer
Fund has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
dated 6 July
2011, a copy
of which was
annexed to the
ASIC Form 604
dated 11 July
2011
("Exclusivity
Agreement")
15 China- As above Consideration 37,299,331 37,299,331
December Africa Gold Note: China- payable on the Ordinary
2011 Investment Africa terms of the shares
Holding Co. Investment Offer
Limited Holding Co.
Limited has a
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
15 China As above Consideration 37,299,331 37,299,331
December Development Note: China payable on the Ordinary
2011 Bank Development terms of the shares
Corporation Bank Offer
Corporation
has a relevant
interest under
section
608(3)(b)
because it
controls China-
Africa
Development
Fund
15 Long March As above Consideration 37,299,331 37,299,331
December Capital Note: Long payable on the Ordinary
2011 Limited as March Capital terms of the shares
co-manager Limited has a Offer
of Changxin relevant
Element interest under
Development section
LLP 608(1)(c) as a
result of the
Exclusivity
Agreement
15 CITIC As above Consideration 37,299,331 37,299,331
December Kingview Note: CITIC payable on the Ordinary
2011 Capital Kingview terms of the shares
Management Capital Offer
Co. Ltd as Management Co.
co-manager Ltd has a
of Changxin relevant
Element interest under
Development section
LLP 608(1)(c) as a
result of the
Exclusivity
Agreement
15 CX Element As above Consideration 37,299,331 37,299,331
December Development Note: CX payable on the Ordinary
2011 LLP Elements terms of the shares
Investment Ltd Offer
has a relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
15 CX Gold As above Consideration 37,299,331 37,299,331
December Investment Note: CX Gold payable on the Ordinary
2011 Holdings Investment terms of the shares
Ltd Holdings Ltd Offer
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 number of votes
interest securities be registered interest securities
as holder (8) (6)
BCX Gold Various Subject to Relevant 741,487,638 741,487,638
persons who the terms and interest Ordinary
have conditions of under shares
accepted the Offer, section
the Offer BCX Gold 608(8) as
a result
of
acceptance
s of the
Offer.
BCX Gold BCX Gold Relevant 142,689,350 142,689,350
interest Ordinary
under shares
section
608(1)(a)
as the
current
holder of
securities
BPM Various Subject to BPM has a 741,487,638 741,487,638
persons who the terms and relevant Ordinary
have conditions of interest shares
accepted the Offer, under
the Offer BCX Gold section
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM. The
relevant
interest
arises
through
acceptance
of the
Offer.
BCX Gold BCX Gold BPM has a 142,689,350 142,689,350
relevant Ordinary
interest shares
under
section
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM.
Baiyin Various Subject to Baiyin has 741,487,638 741,487,638
persons who the terms and a relevant Ordinary
have conditions of interest shares
accepted the Offer, under
the Offer BCX Gold section
608(3)(a)
as BCX
Gold is
wholly
owned by
Baiyin.
The
relevant
interest
arises
through
acceptance
s of the
Offer.
BCX Gold BCX Gold Baiyin has 142,689,350 142,689,350
a relevant Ordinary
interest shares
under
608(3)(a)
as BCX
Gold is
wholly
owned by
BPM, and
BPM is
wholly
owned and
controlled
by Baiyin
China-Africa Various Subject to China- 741,487,638 741,487,638
Development persons who the terms and Africa Ordinary
Fund have conditions of Developmen shares
accepted the Offer BCX t Fund has
the Offer Gold a relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China- 142,689,350 142,689,350
Africa Ordinary
Developmen shares
t Fund has
a relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China-Africa Various Subject to China- 741,487,638 741,487,638
Investment persons who the terms and Africa Ordinary
Holding Co. have conditions of Investment shares
Limited accepted the Offer BCX Holding
the Offer Gold Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China- 142,689,350 142,689,350
Africa Ordinary
Investment shares
Holding
Co.
Limited
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
China Various Subject to China 741,487,638 741,487,638
Development persons who the terms and Developmen Ordinary
Bank have conditions of t bank shares
Corporation accepted the Offer BCX Corporatio
the Offer Gold n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold China 142,689,350 142,689,350
Developmen Ordinary
t Bank shares
Corporatio
n has a
relevant
interest
under
section
608(3)(b)
because it
controls
China-
Africa
Developmen
t Fund
Long March Various Subject to Long March 741,487,638 741,487,638
Capital persons who the terms and Capital Ordinary
Limited as have conditions of Limited shares
co-manager accepted the Offer BCX has a
of Changxin the Offer Gold relevant
Element interest
Development under
LLP section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold Long March 142,689,350 142,689,350
Capital Ordinary
Limited shares
has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CITIC Various Subject to CITIC 741,487,638 741,487,638
Kingview persons who the terms and Kingview Ordinary
Capital have conditions of Capital shares
Management accepted the Offer BCX Management
Co. Ltd as the Offer Gold Co. Ltd
co-manager has a
of Changxin relevant
Element interest
Development under
LLP section
608(1(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold 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
Exclusivit
y
Agreement
CX Elements Various Subject to CX 741,487,638 741,487,638
Investment persons who the terms and Elements Ordinary
Ltd have conditions of Investment shares
accepted the Offer BCX Ltd has a
the Offer Gold relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold CX 142,689,350 142,689,350
Elements Ordinary
Investment shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
Agreement
CX Gold Various Subject to CX 741,487,638 741,487,638
Investment persons who the terms and Elements Ordinary
Holdings Ltd have conditions of Investment shares
accepted the Offer BCX Holdings
the Offer Gold Ltd has a
relevant
interest
under
section
608(1(c)
as a
result of
the
Exclusivit
y
Agreement.
The
relevant
interest
arises
through
acceptance
s of the
Offer
BCX Gold BCX Gold CX Gold 142,689,350 142,689,350
Investment Ordinary
Holdings shares
Ltd has a
relevant
interest
under
section
608(1)(c)
as a
result of
the
Exclusivit
y
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
Not applicable Not applicable
6 Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold Investment N/A 96 Youhao Road, Baiyin District, Gansu, China
Holdings Ltd
Baiyin Nonferrous N/A 96 Youhao Road, Baiyin District, Gansu, China
Group Co. Ltd
Baiyin Precious N/A 96 Youhao Road, Baiyin 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-manager No 78, B-614, c/o Suite 2111, Orient Plaza
of Changxin Element Block E1, 1 Chang an Avenue, Beijing, China
Development LLP 100738
CITIC Kingview N/A c/o suite 3305, Beijing Capital Mansion
Capital management Building No 6, Xinyuan South Road, chaoyang
Co. Ltd as co-manager District Beijing, China, 100004
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
Clement Kwong
Capacity
Attorney
16 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
19 December 2011
JSE Sponsor
Macquarie First South Capital (Pty) Limited
Date: 19/12/2011 07:07:37 Produced by the JSE SENS Department.
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