Global Securities Services

The Goldman Sachs Group, Inc.
NYSE : GS

The Goldman Sachs Group, Inc.

September 14, 2007 16:40 ET

Early Warning Report and Press Release Report Pursuant to National Instrument 62-103

NEW YORK, NEW YORK--(Marketwire - Sept. 14, 2007) - Global Securities Services and The Goldman Sachs Group, Inc. (NYSE:GS) -



1. Name and address of the offeror

Global Securities Services ("GSS") The Goldman Sachs Group, Inc.
85 Broad Street, New York, NY, 10004; a ("GS Group"),
separate business unit within and across 85 Broad Street, New York,
Goldman, Sachs & Co. and Goldman NY, 10004
Sachs International, each of which is a
direct or indirect subsidiary of The
Goldman Sachs Group, Inc.

GSS & GS Group are hereinafter referred to collectively as the "Offeror".


2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On August 29, 2007 the Offeror acquired ownership and control of: (a) 81,219 CHESS Depository Interests ("CDIs"), which provide beneficial ownership in the same number of common shares of OceanaGold Corporation (the "Company"), and which are exchangeable at the option of the Offeror into 81,219 common shares of the Offeror and (b) unsecured 5.75% convertible notes (the "Notes") convertible at the option of the Offeror into 9,426,181 common shares of the Company; in the aggregate representing approximately 4.8% of the issued and outstanding common shares of the Company (calculated on a partially diluted basis). The Offeror acquired title to the common shares and the Notes as a secured creditor under a transfer of title financial collateral arrangement under English law.

3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

After giving effect to the acquisition of the securities noted in item 2 above, the Offeror owned and controlled 2,400,000 common shares, 3,065,467 CDIs which are exchangeable at the option of the Offeror into 3,065,467 common shares, and Notes convertible at the option of the Offeror into 17,438,435 common shares, in the aggregate representing approximately 12.8% of the issued and outstanding common shares of the Company (calculated on a partially diluted basis). The Offeror acquired title to the all of the foregoing securities of the Company as a secured creditor under a transfer of title financial collateral arrangement under English law.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(i) the offeror, either alone or together with joint actors, has ownership and control,

After giving effect to the acquisition of the securities noted in item 2 above, the Offeror owned and controlled 2,400,000 common shares, 3,065,467 CDIs which are exchangeable at the option of the Offeror into 3,065,467 common shares, and Notes convertible at the option of the Offeror into 17,438,435 common shares, in the aggregate representing approximately 12.8% of the issued and outstanding common shares of the Company (calculated on a partially diluted basis). The Offeror acquired title to the all of the foregoing securities of the Company as a secured creditor under a transfer of title financial collateral arrangement under English law. See item 8 below.

(ii) the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor.

Not applicable.

(iii) the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

The Offeror acquired title to the common shares and the Notes as a secured creditor under a transfer of title financial collateral arrangement under English law.

6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The Offeror acquired title to the common shares and the Notes as a secured creditor under a transfer of title financial collateral arrangement under English law. The Offeror may purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's investment decisions.

7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

Not applicable.

8. The names of any joint actors in connection with the disclosure required by this form.

The securities being reported on by GS Group, as a parent holding company, were and are owned (as the case may be), or are deemed or may have been deemed (as the case may be) to be beneficially owned, by GSS as a result of GSS holding the securities as a secured creditor under a transfer of title financial collateral arrangement under English law. GSS is a separate business unit within and across Goldman, Sachs & Co. and Goldman Sachs International, each of which is a direct or indirect subsidiary of the GS Group.

In accordance with Section 5.1 of National Instrument 62-103 (the "National Instrument"), this filing reflects the securities beneficially owned or controlled by GSS or that were beneficially or controlled by GSS (as the case may be) resulting from GSS holding title to such securities as a secured creditor under a transfer of title financial collateral arrangement under English law. This filing does not reflect securities, if any, beneficially owned or controlled or that were beneficially owned or controlled (as the case may be) by any business units of GS Group whose beneficial ownership of or control over securities is disaggregated from that of GSS in accordance with the National Instrument.

9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror.

Not applicable.

10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer's securities.

Not applicable.

DATED September 14, 2007

Contact Information

  • The Goldman Sachs Group, Inc.
    Lauren LoFaro
    (212) 357-5810