Introduction
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) 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, Amendment No. 5, Amendment No. 6 and Amendment No. 7 (collectively, the “Original Schedule 13D”). The Original Schedule 13D, as amended by this Amendment No. 8 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:
Since the amendment No.7 was filled and announced, as of September 18, 2020 Gold One South Africa SPV sold additional 30,443,929 ordinary shares of the Issuer at an average price per share of ZAR 52.15 in the open market, and a total of 1,14% of ordinary shares of the issuer was disposed of.
Since the amendment No.7 was filled and announced, as of September 18, 2020 Baiyin International Investment Ltd purchase 800,000ordinary shares issuable upon the conversion of 200,000 ADSs, at an average price per ADSs share of USD 12.76 in open market
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Since the amendment No.7 was filled and announced, as of September 18, 2020 Gold One South Africa SPV sold additional 30,443,929 ordinary shares of the Issuer at an average price per share of ZAR 52.15 in the open market, and a total of 1,14% of ordinary shares of the issuer was disposed of.
Since the amendment No.7 was filled and announced, as of September 18, 2020 Baiyin International Investment Ltd purchase 800,000ordinary shares issuable upon the conversion of 200,000 ADSs, at an average price per ADSs share of USD 12.76 in open market
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Gold One South Africa SPV(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 209,785,135 ordinary shares, or 7.84% of the Issuer’s issued and outstanding ordinary shares. Baiyin International Investment Ltd. (“Baiyin International Investment”) beneficially owns an aggregate of 7,698,388ordinary shares issuable upon the conversion of 1,924,597 ADSs, or 0.29% 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 217,483,523 ordinary shares, or 8.13% of the Issuer’s issued and outstanding ordinary shares, which includes (i) the 209,785,135 ordinary shares held directly by Gold One South Africa SPV; and (ii) 7,698,388 ordinary shares issuable upon the conversion of 1,924,597 American Depositary Shares (“ADSs”) held by Baiyin International Investment Ltd.
Percentage calculated based on a total of 2,676,001,886 ordinary shares issued and outstanding as of June 30, 2020 as disclosed in the Issuer’s Operating and Financial Results for the half year ended June 30, 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 209,785,135 ordinary shares held directly by Gold One South Africa SPV. Baiyin International Investment Ltd. (“Baiyin International Investment”) beneficially owns an aggregate of 7,698,388 ordinary shares issuable upon the conversion of 1,924,597 ADSs, or 0.29% 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 217,483,523 ordinary shares, or 8.13%, which includes (i) the 209,785,135 ordinary shares held directly by Gold One South Africa SPV; and (ii) 7,698,388 ordinary shares issuable upon the conversion of 1,924,597 American Depositary Shares (“ADSs”) held by Baiyin International Investment Ltd.
(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.
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