Introduction
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed to report a greater than 1% decrease in the percentage of shares beneficially owned by the reporting persons. Except as set forth herein, there are no changes to the original Schedule 13D filed on January 9, 2015 by Gold One South Africa (Pty) Ltd. (“Gold One South Africa”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 (collectively, the “Original Schedule 13D”). The Original Schedule 13D, as amended by this Amendment No.6 is hereinafter referred to as the “Schedule 13D”.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
From August 1, 2019 through October 31, 2019, Baiyin International Investment acquired ADS representing 7,661,768 ordinary shares of the Issuer in the open market. No borrowed fund were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
On or around April 2020, Baiyin Precious Metals Investments Ltd. (“BPM”) completed the sale of 100% issued and outstanding shares in BCX Gold Investment Holdings Ltd.
From May 22, 2020 through May 25, 2020, Gold One South Africa SPV sold 4,276,074 ordinary shares of the Issuer in the open market. From June 24, 2020 through June 30, 2020, Gold One South Africa SPV sold 7,283,465 ordinary shares of the Issuer in the open market. From July 8, 2020 through July 14, 2020, Gold One South Africa SPV sold 11,050,436 ordinary shares of the Issuer in the open market.
On or around March 3, 2020, Baiyin International Investment Ltd. (“Baiyin International Investment”) acquired ADSs representing 1,400,000 ordinary shares of the Issuer in the open market. No borrowed funds were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
From August 15, 2019 through October 31, 2019, Baiyin International Investment acquired ADSs representing 7,661,768 ordinary shares of the Issuer in the open market.
On or around April 2020, Baiyin Precious Metals Investments Ltd. (“BPM”) completed the sale of 100% issued and outstanding shares in BCX Gold Investment Holdings Ltd.
From May 22, 2020 through May 25, 2020, Gold One South Africa SPV sold 4,276,074 ordinary shares of the Issuer in the open market. From June 24, 2020 through June 30, 2020, Gold One South Africa SPV sold 7,283,465 ordinary shares of the Issuer in the open market. From July 8, 2020 through July 14, 2020, Gold One South Africa SPV sold 11,050,436 ordinary shares of the Issuer in the open market. From July 15, 2020 through August 3, 2020, Gold One South Africa SPV sold 30,683,295 ordinary shares of the Issuer in the open market.
On or around March 3, 2020, Baiyin International Investment Ltd. (“Baiyin International Investment”) acquired ADSs representing 1,400,000 ordinary shares of the Issuer in the open market. No borrowed funds were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
From July 17, 2020 through July 18, 2020, Baiyin International Investment sold ADSs representing 803,380 ordinary shares of the Issuer in the open market.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Gold One South Africa SPV (RF) (Pty) Ltd. (“Gold One South Africa SPV”), Gold One South Africa (Pty) Ltd. (“Gold One South Africa”), Gold One North Ltd. (“Gold One North”) and Gold One Group Ltd. (“Gold One Group”) beneficially own an aggregate of 274,156,152 ordinary shares, or 10.25% of the Issuer’s issued and outstanding ordinary shares. Baiyin International Investment Ltd. (“Baiyin International Investment”) beneficially owns an aggregate of 6,898,388 ordinary shares issuable upon the conversion of 1,724,597 ADSs, or 0.26% of the Issuer’s issued and outstanding ordinary shares. Baiyin Precious Metals Investment Ltd. (“BPM”) and Baiyin Nonferrous Group Co., Ltd. (“Baiyin Nonferrous”) beneficially own an aggregate of 281,054,540 ordinary shares, or 10.51% of the Issuer’s issued and outstanding ordinary shares, which includes (i) the 274,156,152 ordinary shares held directly by Gold One South Africa SPV; and (ii) the 6,898,388 ordinary shares issuable upon the conversion of 1,724,597 ADSs held by Baiyin International Investment.
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Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuer’s Operating and Financial Results for the first quarter ended March 31, 2020.
(b) As of the date of this Schedule 13D, Gold One South Africa SPV, Gold One South Africa, Gold One North, Gold One Group and BPM are deemed to share voting and dispositive power with respect to the 274,156,152 ordinary shares held directly by Gold One South Africa SPV. Baiyin International Investment Ltd. (“Baiyin International Investment”) beneficially owns an aggregate of 6,898,388ordinary shares issuable upon the conversion of 1,724,597 ADSs, or 0.26% of the Issuer’s issued and outstanding ordinary shares. Baiyin Precious Metals Investment Ltd. (“BPM”) and Baiyin Nonferrous is deemed to share voting and dispositive power with respect to 281,054,540 ordinary shares, or 10.51%, which includes (i) the 274,156,152 ordinary shares held directly by Gold One South Africa SPV; and (ii) the 6,898,388 ordinary shares issuable upon the conversion of 1,724,597 ADSs held by Baiyin International Investment.
(c) Except as described in Items 3 and 4 of this Schedule 13D, which descriptions are incorporated herein by reference, to the knowledge of the Reporting Persons, none of the persons named in response to Item 5(a) has effected any transactions in the ordinary shares of the Issuer during the past 60 days.
(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.
(e) Not Applicable.
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