escape clause?, page-3

Looking at getting some too. I have looked very hard and found one possibly two escape clauses:

 making an off-market offer for all of the outstanding issued shares in Gold One (?Offer Shares?) at
an offer price of A$0.55 (ZAR4.08*) (?Offer Price?) per Gold One share (?Offer?);
 subscribing for 375,000,000 Gold One ordinary shares (?Initial Subscription Shares?) at A$0.40
(ZAR2.97*) (?Initial Subscription Price?) per Gold One share (?Initial Subscription?), subject to:
o certain conditions precedent, including Gold One shareholder approval;
o BidCo?s Offer for all of Gold One?s issued ordinary shares that it does not already own being
completed; and
o a "clawback" in favour of BidCo through the issue to Bidco of new shares for no additional
consideration up to a maximum of 492,002,621 shares (?Adjustment Subscription Shares?),
should Gold One?s forecast 2011 production targets (which it expects it will achieve) not be
met by the company (?Adjustment Subscription?), subject to the fulfilment or waiver, as the
case may be, of the conditions precedent set out in section 5 to the TIA and in accordance
with the formula set out in Schedule 5 to the TIA (refer to Annexure B); and
 to the extent that the aggregate Gold One shareholding achieved by it through the AGC Acquisition,
the Initial Subscription and the Offer is less than 60% on a fully diluted basis, subscribing for up to a
maximum of 188,679,245 additional Gold One shares (?Additional Subscription Shares?) at an issue
price of A$0.53 (ZAR3.93*) per Gold One share (?Additional Subscription Price?), to achieve a
minimum 60% shareholding in Gold One, or such lower percentage as may be acceptable to the
Consortium (?Additional Subscription?).

The two are:
1. Shareholders refuse to approve the issue of 375 million GDO at 40c. Share price can't get too close to 55c till the meeting otherwise shareholders might think it is better to refuse the offer. But if the offer is refused, down goes the share price. Catch 22.

2. Gold One doesn't meet production forecast. Note however if it fails to meet production forecast, it suggests it can claw back some of the money it paid in the placement by getting free shares. It suggests the 55c offer would still stand.

Have not read Annexure B as it is an image file but would consider it advisable for all prospective buyers/holders to read it for any fine print.

All in all, I like the odds.