26th Apr 2006 07:03
Mwana Africa PLC26 April 2006 THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, JAPAN OR NEW ZEALAND. Neither this announcement nor any part of it constitutes an offer to sell orissue or the solicitation of an offer to buy, subscribe or acquire any newOrdinary Shares in any jurisdiction in which any such offer or solicitationwould be unlawful and the information contained herein is not for publication ordistribution, directly or indirectly, in or into the United States, Canada,Australia, Japan or New Zealand or any jurisdiction in which such publication ordistribution would be unlawful. Members of the general public are not eligible to take part in the Placingreferred to below. Invitations to participate in the Placing will be limited to'Relevant Persons' (as defined below). Mwana Africa plc ("Mwana Africa" or the "Company") 26 April 2006 Cash Placing to raise approximately £43.5 m (the "Placing") Mwana Africa continues its strategy to develop into a major resource group onthe African continent and announces a cash placing to raise approximately £43.5m (before expenses) to provide proceeds to finance potential acquisitionsconsistent with existing areas of expertise. Highlights Placing - Placing of new Ordinary Shares (the "Placing Shares") to institutional investors to raise approximately £43.5 m (before expenses and based on the closing price on 25 April 2006 of 65 pence per Ordinary Share). Under the Placing, 66,900,000 new Ordinary Shares are available to be placed representing approximately 37.2% of Mwana Africa's existing issued ordinary share capital. - Proceeds of the Placing will be used to take advantage of a strong pipeline of available new opportunities in Africa. The Board is focused in particular on two highly attractive potential acquisition opportunities, consistent with its previously stated aims of: o consolidating neighbouring territory assets o further new territory penetration o bolt-on acquisitions - Mwana Africa also wishes to inform its existing and potential investors that it recently reviewed launching a possible offer for Adastra Minerals Inc ("Adastra") (which at the time was the subject of an unsolicited offer from First Quantum Minerals Ltd. ("First Quantum")). Mwana Africa entered into a confidentiality agreement on 25 January 2006 in respect of certain information provided by Adastra. On 11 April 2006 Adastra and First Quantum entered into a support agreement in respect of First Quantum's offer. Mwana Africa has been unable whilst the support agreement is in place to continue its discussions with the board of Adastra with a view to Mwana Africa making a superior cash offer on terms which it felt would be attractive to both Mwana Africa's and Adastra's shareholders. - The Placing will be made on a non pre-emptive basis. However, preferential treatment in the allocation process will be given to existing institutional shareholders. Recent announcements and progress - Since the reverse takeover of Mwana Africa Holdings (Proprietary) Ltd ("Mwana Africa Holdings") by African Gold plc ("African Gold") in October 2005, and readmission of African Gold to trading on AIM under the new name of Mwana Africa plc, the Company has presented a steady flow of positive news to shareholders including: o Cash placing to refurbish Freda Rebecca mine o New VP exploration and technical director appointed o JPMorgan Cazenove appointed as joint corporate broker o Oliver Baring appointed as Executive Chairman The Company is now looking to progress several acquisition opportunities andpotentially agree terms and conditions in respect of them. Commenting on today's announcement, Kalaa Mpinga, Chief Executive Officer ofMwana Africa said: "Mwana Africa has presented its shareholders with a steady flow of positive newssince admission to trading under its current name in October 2005. Today'splacing is consistent with our stated strategy of developing into a majorresource group on the African continent. Against the background of very healthyglobal commodity markets, it will afford us the flexibility and negotiatingstrength we need to take advantage of several attractive potential acquisitionopportunities." This summary should be read in conjunction with the full text of the followingannouncement (including the Appendices to this announcement). JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as financial adviserand sole bookrunner in relation to the Placing. Canaccord Adams Ltd("Canaccord") is acting as co-manager, and also remains NOMAD and joint brokerto the Company. The proposed issue of Placing Shares will be at a priceestablished through an institutional Bookbuilding Process. Potentialparticipants will be invited to tender for Placing Shares. It is expected thatthe books will close no later than 4:30pm (London time) on 26 April 2006 andpricing and allocations are expected to be set and announced on or before 8.00am(London time) on 27 April 2006. JPMorgan Cazenove, J.P. Morgan Securities Ltd.("JPMSL") and the Company reserve the right to close the Bookbuilding Processand announce pricing and allocations at any earlier or later time. The Placingwill take place in accordance with the terms and conditions set out in AppendixA to this announcement. Whether the Placing proceeds, the number of PlacingShares and the Placing Price will be decided at the close of the BookbuildingProcess. The Placing Shares will be credited as fully paid and will rank pari passu inall respects with the existing Ordinary Shares in the share capital of MwanaAfrica, including the right to receive all dividends and other distributionsdeclared, made or paid after the date of their issue. Application will be madefor the Placing Shares to be admitted to trading on AIM. Settlement for any Placing Shares issued pursuant to the Placing as well asadmission to trading on AIM is expected to take place on 2 May 2006. This announcement (including the Appendices to this announcement) includes "forward-looking statements". All statements other than statements of historical facts included in this announcement (including the Appendices to this announcement), including, without limitation, those regarding the Company's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or the markets and economies in which the Company operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Neither the Company nor the Banks assume any responsibility to update any of such forward-looking statements. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless they are registered under the Securities Act or pursuant to an exemption from registration. No public offer of the Placing Shares is being made in the United States. Except where the context otherwise requires, capitalised terms used in thisannouncement (including the Appendices to this announcement) have the meaningsgiven in Appendix B to this announcement. Except as otherwise stated, referencesto times in this announcement (including the Appendices to this announcement)are to London time. Stabilisation/FSA Enquiries Mwana Africa plc Tel: +44 (0)20 7654 5581Oliver Baring - Executive ChairmanKalaa Mpinga - Chief Executive Officer JPMorgan Cazenove Tel: +44 (0)20 7588 2828Ian HannamNeil Passmore Canaccord Tel: +44 (0)20 7518 7365Mike JonesRyan Gaffney Merlin Tel: +44 (0)20 7653 6620David SimonsonTom Randell Mwana Africa plc Mwana Africa plc ("Mwana Africa" or the "Company") announces a cash placing toraise approximately £43.5m (before expenses) to take advantage of a backgroundof very healthy global commodity markets, and potential acquisitionopportunities consistent with its previously stated strategy and existing areasof expertise 1. Introduction Mwana Africa today announces its intention to raise approximately £43.5 m(before expenses and based on the closing price on 25 April 2006 of 65 pence perOrdinary Share) by way of a placing of new Ordinary Shares (the "PlacingShares") with institutional investors. Under the Placing, 66,900,000 newOrdinary Shares are available to be placed, representing approximately 37.2% ofMwana Africa's existing issued ordinary share capital. The proposed issue of thePlacing Shares will be at a price established through an institutionalBookbuilding Process. 2. Background Mwana Africa is a pan-African resource company and the first African owned andmanaged resources business quoted in London. Mwana Africa was formed in October2005 through a reverse takeover by African Gold plc, the AIM quoted African goldexplorer and miner, of a privately held mining company, Mwana Africa Holdings,with operations in Ghana, the Democratic Republic of the Congo and Zimbabwe. Mwana Africa Holdings was established in 2003 by Kalaa Mpinga. Mwana AfricaHoldings completed three major mining acquisitions: (i) the Bindura nickel minein 2003, (ii) the Anmercosa base metal and gold prospects in the Katanga copperbelt in 2004 and (iii) the Freda Rebecca gold mine in 2005. The shareholdergroup which funded these acquisitions included Kalaa Mpinga, David Fish and TimWadeson from South Africa and several prominent members of the businesscommunities in Angola, Kenya, Zambia and Zimbabwe. African Gold was incorporated in 1987 and began focusing on the development ofgold resources in Zimbabwe. By the late 1990s, the company had opened threesmall mines in Zimbabwe. By the end of 2002, business activity in Zimbabwe hadceased and African Gold began searching for opportunities elsewhere in Africa.In 2003 and 2004, African Gold raised funds and attracted investors includingJohn Anderson, Oliver Baring (subsequently appointed as Co-Chairman), RichardHambro and Hank Slack. At the same time, African Gold secured the rights overfour new gold properties in Ghana. The formation of Mwana Africa group brought together a senior management teamhighly experienced in the mining industry in Africa. 3. Reasons for the Placing The proceeds of the Placing will be used to take advantage of a strong pipelineof available new opportunities in Africa and very healthy global commoditymarkets. The Board of Mwana Africa is focused in particular on two highlyattractive potential acquisition opportunities, consistent with its previouslystated aims of: - Consolidation of neighbouring territory assets - Further new territory penetration - Bolt-on acquisitions The Directors believe that this additional capital will provide the Company withflexibility in the timing of discussions with, and securing project financefrom, interested parties. Mwana Africa also wishes to inform its existing and potential investors that itrecently reviewed launching a possible offer for Adastra (which at the time wasthe subject of an unsolicited offer from First Quantum). Mwana Africa enteredinto a confidentiality agreement on 25 January 2006 in respect of certaininformation provided by Adastra following which on 11 April 2006 Adastra andFirst Quantum entered into a support agreement in respect of First Quantum'soffer. Mwana Africa has been unable whilst the support agreement is in place tocontinue its discussions with the board of Adastra with a view to Mwana Africamaking a superior cash offer on terms which it felt would be attractive to bothMwana Africa's and Adastra's shareholders. 4. The Placing 4.1 Details of the Placing It is proposed that the Placing will be undertaken by the placing of newOrdinary Shares with institutional investors. Under the Placing, 66,900,000 newOrdinary Shares are available to be placed representing approximately 37.2% ofMwana Africa's existing issued ordinary share capital. The proposed issue of the Placing Shares will take place at a set price whichwill be established through an institutional Bookbuilding Process. The gross proceeds of the Placing are expected to be approximately £43.5m beforededuction of the commission, fees and expenses estimated at approximately £2.2mwhich will be payable by the Company in connection with the Placing and based onthe closing price on 25 April 2006 of 65 pence per Ordinary Share. Bookbuild To enter a bid into the Bookbuilding Process, institutional investors will berequired to communicate their bid to JPMorgan Cazenove or Canaccord, specifyingthe number of Placing Shares which they wish to offer to subscribe and any pricelimit to which their offer to participate is subject. The Placing Price willultimately be agreed by the Company, JPMorgan Cazenove and JPMSL followingclosure of the books. Institutions participating in the Placing will receive thePlacing Shares subject to the satisfaction of the conditions contained in, andthe non-termination of, the Placing Agreement. Preferential treatment in theallocation process will be given to existing institutional shareholders. It isexpected that the books will close no later than 4:30pm (London time) on 26April 2006 but may be closed earlier or later at the discretion of the Company,JPMorgan Cazenove and JPMSL. An announcement detailing the Placing Price and theproceeds to be received from the Placing will be made as soon as practicableafter the close of the Bookbuilding Process. Whether the Placing proceeds, thenumber of Placing Shares and the Placing Price will be decided at the close ofthe Bookbuilding Process. Settlement The Placing Shares will be credited as fully paid and will rank pari passu inall respects with the existing Ordinary Shares, including the right to receiveall dividends and other distributions declared, made or paid after the date oftheir issue. Application will be made for the Placing Shares to be admitted totrading on AIM. It is currently expected that settlement for the Placing Shares acquired as wellas admission to trading on AIM will take place on 2 May 2006. Full details of the terms and conditions of the Placing are set out in AppendixA to this announcement. Placees participating in the Placing will be deemed tohave read and understood the full terms and conditions relating to the Placingset out in this announcement (including the Appendices to this announcement) andto be participating on the basis that they accept these terms and conditions infull. 4.2 Placing Agreement The Company has entered into an agreement with JPMorgan Cazenove and J.P. MorganSecurities Ltd. (the "Banks") under which JPMorgan Cazenove has, on the termsand subject to the conditions set out therein, undertaken as agent of theCompany to use all reasonable endeavours to procure Placees to take up thePlacing Shares at the Placing Price. Subject to and conditional upon the publication of the Placing ResultsAnnouncement in accordance with the Placing Agreement and the signing of apricing supplement agreement by the Banks and the Company recording the finalPlacing Price and the final number of Placing Shares (the "Pricing Supplement"),JPMSL has agreed in the Placing Agreement that, to the extent that JPMorganCazenove fails to procure Placees to subscribe for all the Placing Shares at thePlacing Price (such number of Placing Shares which are not so subscribed beingthe "Unplaced Placing Shares"), itself to subscribe (or to nominate one or moresubscribers), at the Placing Price, for all of the Unplaced Placing Shares. TheBanks and the Company are not obliged to sign the Pricing Supplement. The obligations of the Banks under the Placing Agreement are conditional upon,inter alia, (i) the Company complying with its obligations under the PlacingAgreement to the extent that the same fall to be performed prior to admission ofthe Placing Shares to trading on AIM ("Admission"); (ii) the representations,warranties and undertakings given by the Company under the Placing Agreementbeing true and accurate and not misleading at all times before Admission; and(iii) Admission occurring no later than 8.00 am on 2 May 2006 or such other dateas may be agreed by JPMorgan Cazenove and the Company, not being later than 5May 2006. Further, either of the Banks may, at any time before Admission, terminate thePlacing Agreement, inter alia, for breach of warranty by the Company or if therehas been a material adverse change in or affecting the operations, properties,condition (financial or other), trading position or prospects or results ofoperations or general affairs of the Company's group taken as a whole. 4.3 Company lock-up The Company has agreed in the Placing Agreement that it will not, and that itwill procure that none of its subsidiaries will, without the prior writtenconsent of each of the Banks: • between the date of the Placing Agreement and the date which is three months after the date of Admission, enter into any agreement, commitment or arrangement or put itself in a position where it is obliged to announce that any agreement, commitment or arrangement may or will be entered into which could materially and adversely affect the Placing or the issue of the Placing Shares; or • between the date of the Placing Agreement and the date which is three months later, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice) or (where such other share options or warrants have been publicly disclosed by the Company prior to the date of this announcement to the London Stock Exchange or to a Regulatory Information Service) other share options granted or warrants to subscribe for Ordinary Shares issued by the Company. 4.4 Placing Authority Mwana Africa has an authorised share capital of £27,650,000 divided into276,500,000 Ordinary Shares of 10p each. As at 26 April 2006, Mwana Africa hadissued 179,894,654 of such shares. On 25 October 2005, a resolution of the shareholders of the Company was passedwhereby, inter alia, the Directors were generally and unconditionally authorisedpursuant to Section 95 of the Companies Act 1985, as amended (the "CompaniesAct") to allot relevant securities (as defined in Section 80(2) of the CompaniesAct) to a maximum aggregate nominal amount of £10,000,000 for cash as if Section89(1) of the Companies Act did not apply to such allotment, such authority toexpire on the date of the annual general meeting of the Company to be held in2006 or 15 months after the date of the passing of the resolution (whichever isthe earlier), but so as to enable the Directors to allot relevant securitiesafter such date in pursuance of an offer or agreement entered into prior to suchdate. Subsequently, 27,100,000 Ordinary Shares have been issued pursuant to theplacing of Ordinary Shares conducted in December 2005 and warrants in respect of6,000,000 Ordinary Shares have been granted under such authority. As at 26 April2006, there remains an existing unused authority to issue for cash on a nonpre-emptive basis 66,900,000 new Ordinary Shares representing 37.2% of theexisting issued ordinary share capital of the Company. It is proposed that these66,900,000 Ordinary Shares will be the Placing Shares. The Placing Shares will be credited as fully paid and will rank pari passu inall respects with the existing Ordinary Shares in the share capital of MwanaAfrica, including the right to receive all dividends and other distributionsdeclared, made or paid after the date of their issue. Application will be madefor the Placing Shares to be admitted to trading on AIM. 5. Funding Strategy Mwana Africa has positive cashflow from operations, but as a mining explorationcompany has highlighted to investors the potential need for equity fundraisingboth to develop brown field and exploration targets and to acquire new assets.The Company's focus is to be one of the most efficient and low cost producers inAfrica, and it believes its history of equity placings, and use of proceeds hasthus far been consistent with this. 6. Group Strategy Mwana Africa's stated strategy is to develop into a major resource group on theAfrican continent. Consistent with this, the Company seeks to exploitopportunities across different countries and commodities, partner with industrymajors on new projects, and be the preferred vehicle for African investors andentrepreneurs. The Company has historically stated that it has a pipeline ofidentified acquisition targets and joint ventures. Typically, these are assetswhich the Company considers to be attractively valued, and which have been: (i)previously acquired at a market discount; (ii) often with production history andfurther development potential; and (iii) formerly lacking in appropriate levelsof investment and expertise. 7. Acquisition Opportunities Consistent with the strategy outlined above, Mwana Africa is particularlyfocused on the following types of opportunity: - Consolidation of neighbouring territory assets - Further new territory penetration - Bolt-on acquisitions The Company believes that the prospective targets it is specifically focused onwith regard to potential use of proceeds from the Placing, meet with thesecriteria, and are also aligned to existing areas of expertise. Important Notice This announcement (including the Appendices to this announcement) has been issued by, and is the sole responsibility of Mwana Africa plc. Members of the general public are not eligible to take part in the Placing. This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, is directed exclusively at: (i) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measures (the "Prospectus Directive") ("Qualified Investors");(ii) in the United Kingdom, Qualified Investors who are persons (1) who have professional experience in matters relating to investments who fall within article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (2) falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order; and(iii) other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as 'Relevant Persons'). This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing and the Bookbuilding Process set out in this announcement are for information purposes only. JPMorgan Cazenove is acting for the Company and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to its clients, or for providing advice in relation to the Placing and/or any other matter referred to in this announcement (including the Appendices to this announcement). The securities referred to herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless they are registered under the Securities Act or pursuant to an exemption from registration. Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or New Zealand or any jurisdiction in which such publication or distribution would be unlawful. No public offering of securities of the Company is being made in the United Kingdom, the United States or elsewhere. This announcement (including the Appendices to this announcement) includes "forward-looking statements". All statements other than statements of historical facts included in this announcement (including the Appendices to this announcement), including, without limitation, those regarding the Company's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or the markets and economies in which the Company operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Neither the Company nor the Banks assume any responsibility to update any of such forward-looking statements. Appendix A - Terms and Conditions of the Placing APPENDIX A TERMS & CONDITIONS IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX, THE ANNOUNCEMENT OF WHICH IT FORMS PART AND THE TERMS AND CONDITIONSSET OUT IN THIS APPENDIX AND THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLYAND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMICAREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORSWHO ARE PERSONS (1) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE ORDEROR (2) FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; AND (C) OTHER PERSONS TO WHOM ITMAY OTHERWISE LAWFULLY BE COMMUNICATED (SUCH PERSONS TOGETHER BEING REFERRED TOAS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THETERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONSAND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THEANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TOACQUIRE OR DISPOSE OF ANY SECURITIES IN MWANA AFRICA PLC. If you have been invited and choose to participate in the Placing by making anoffer (oral or written) to acquire Placing Shares you will be deemed to haveread and understood this Appendix and the announcement of which it forms part intheir entirety and to be making such offer on the terms and conditions, and tobe providing the representations, warranties and acknowledgements, contained inthis Appendix. In particular you represent, warrant and acknowledge that you area Relevant Person. Further, you represent and agree that you are either (a) aqualified institutional buyer (as defined in Rule 144A under the Securities Act)or (b) you are outside the United States and are subscribing for Placing Sharesin an "offshore transaction" (within the meaning of Regulation S). See"Representations and Warranties" below in this Appendix for furtherrepresentations and warranties you (and any person acting on your behalf) willbe deemed to make by participating in the Bookbuilding. Neither this announcement nor any part of it constitutes an offer to sell orissue or the solicitation of an offer to buy, subscribe or acquire any newOrdinary Shares in any jurisdiction in which any such offer or solicitationwould be unlawful and the information contained herein is not for publication ordistribution, directly or indirectly, in or into the United States, Canada,Australia, Japan or New Zealand or any jurisdiction in which such publication ordistribution would be unlawful. No public offering of securities of the Companyis being made in the United Kingdom, the United States or elsewhere. In particular, this Appendix and the announcement of which it forms part are notan offer for sale of the securities in the United States, and the securities maynot be sold in the United States absent registration or an exemption fromregistration under the Securities Act. The relevant clearances have not been,and nor will they be, obtained from the securities commission of any province orterritory of Canada; no prospectus has been lodged with, or registered by, theAustralian Securities and Investments Commission or the Japanese Ministry ofFinance; and the Placing Shares have not been, and nor will they be, registeredunder or offered in compliance with the securities laws of any state, provinceor territory of Canada, Australia, Japan or New Zealand. Accordingly, thePlacing Shares may not (unless an exemption under the relevant securities lawsis applicable) be offered, sold, resold or delivered, directly or indirectly, inor into the United States, Canada, Australia, Japan or New Zealand or any otherjurisdiction outside the United Kingdom. Persons (including, without limitation,nominees and trustees) who have a contractual or other legal obligation toforward a copy of this Appendix or the announcement of which it forms partshould seek appropriate advice before taking any action. The distribution of this announcement and the placing of Placing Shares incertain other jurisdictions may be restricted by law. No action has been takenby the Banks or the Company that would permit such an offer of Ordinary Sharesor possession or distribution of this announcement or any other offering orpublicity material relating to the Ordinary shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by the Banks and the Company to informthemselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares JPMorgan Cazenove has been appointed as sole bookrunner to the Placing. The Banks have entered into the Placing Agreement with the Company under whichJPMorgan Cazenove has, on the terms and subject to the conditions set outtherein, undertaken as agent of the Company to use all reasonable endeavours toprocure Placees to take up the Placing Shares at the Placing Price. Subject to and conditional upon the publication of the Placing ResultsAnnouncement in accordance with the Placing Agreement and the signing of apricing supplement agreement by the Banks and the Company recording the finalPlacing Price and the final number of Placing Shares (the "Pricing Supplement"),JPMSL has agreed in the Placing Agreement that, to the extent that JPMorganCazenove fails to procure Placees to subscribe for all the Placing Shares at thePlacing Price (such number of Placing Shares which are not so subscribed beingthe "Unplaced Placing Shares"), itself to subscribe (or to nominate one or moresubscribers), at the Placing Price, for all of the Unplaced Placing Shares. TheBanks and the Company are not obliged to sign the Pricing Supplement. The Placing Shares will be credited as fully paid and will rank pari passu inall respects with the existing Ordinary Shares in the share capital of MwanaAfrica, including the right to receive all dividends and other distributionsdeclared, made or paid after the date of their issue. Admission Application for all the Placing Shares to be admitted to trading on AIM will bemade. Settlement for any Placing Shares issued and allotted pursuant to thePlacing will take place on admission of such shares to trading on AIM, which isexpected to occur on 2 May 2006. In this Appendix, unless the context otherwise requires, "Placee" or "you" meansa Relevant Person (including individuals, funds or others) on whose behalf anoffer to subscribe for Placing Shares has been, or is proposed to be, given. Bookbuild Commencing today, JPMorgan Cazenove will be conducting an acceleratedbookbuilding process (the "Bookbuilding Process") to determine demand for thePlacing Shares. This Appendix gives details of the terms and conditions of, andthe mechanics of participation in, the Bookbuilding Process. No commissions willbe paid to Placees or be payable by Placees in respect of any Placing Shares. Participation in the Bookbuilding Process Only Relevant Persons who are invited to do so may participate in theBookbuilding Process. Invitations to participate will be made by telephonethrough usual sales contacts at JPMorgan Cazenove. If you are invited toparticipate, your allocation (if any) of Placing Shares will be confirmed to youorally following the close of the Bookbuilding Process and contract notesconfirming your agreement to subscribe for Placing Shares. JPMorgan Cazenove'soral confirmation to you will constitute acceptance of your offer to acquirePlacing Shares and create a legally binding commitment upon you (and you will atthat point become a Placee) to subscribe for the number of Placing Sharesallocated to you on the terms and conditions set out in this Appendix and inaccordance with the Company's constitutional documents. The Company or JPMorgan Cazenove will make a further announcement following theclose of the Bookbuilding Process detailing the number of Placing Shares (ifany) to be sold and the price at which the same are to be placed (the "PlacingResults Announcement"). Principal terms of the Bookbuilding Process 1. JPMorgan Cazenove is arranging the Placing as an agent of the Company. 2. Participation will only be available to Relevant Persons invited toparticipate by JPMorgan Cazenove. JPMorgan Cazenove and its Affiliates areentitled to enter bids as principal in the Bookbuilding Process. 3. Whether the Placing proceeds, the number of Placing Shares and the PlacingPrice will be decided at the close of the Bookbuilding Process. If the Placingproceeds, the Bookbuilding Process will establish a single price per PlacingShare in pence Sterling payable by all Placees (the "Placing Price") and thePlacing Price will be agreed by the Company and the Banks following completionof the Bookbuilding Process. 4. Once you have been invited to bid in the Bookbuilding Process, you shouldcommunicate your bid by telephone to your usual sales contact at JPMorganCazenove. Your bid should state the number of Placing Shares or total monetaryamount which you are offering to subscribe for Placing Shares at either thePlacing Price which is ultimately established or at prices up to a price limitspecified in your bid. 5. JPMorgan Cazenove reserves the right not to accept bids or to accept bids inpart rather than in whole. The acceptance of bids shall be at JPMorganCazenove's absolute discretion. 6. The Bookbuilding Process is expected to close no later than 4:30pm (Londontime) on 26 April 2006, but may be closed earlier or later, on that or any otherday, at the discretion of JPMorgan Cazenove, J.P. Morgan Securities Ltd. and theCompany. JPMorgan Cazenove may, at its sole discretion, accept bids that arereceived after the Bookbuilding Process has closed. 7. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will be legally binding on the Placee by which, or on behalfof which, it is made and will not be capable of variation or revocation by thePlacee after the close of the Bookbuilding Process. Conditions of the Placing The obligations of the Banks under the Placing Agreement are conditional (interalia) on: (a) Admission of the Placing Shares occurring not later than 8.00 am on 2 May2006 or such other date as may be agreed between the Company and JPMorganCazenove, not being later than 5 May 2006; (b) the Company complying with its obligations under the Placing Agreement tothe extent the same fall to be performed prior to Admission; (c) the Company allotting, subject only to Admission becoming effective, thePlacing Shares to the Placees or to JPMSL (or to persons nominated by JPMSL); (d) publication of the Placing Results Announcement no later than 7:00 am on 27April 2006 or such other time and/or date as may be agreed between the Companyand JPMorgan Cazenove; and (e) the representations, warranties and undertakings given by the Company underthe Placing Agreement (the "Warranties") being true and accurate and notmisleading on and as of the date of the Placing Agreement and at all timesbefore Admission. If (a) the conditions in the Placing Agreement are not satisfied or waived bythe Banks within the stated time period (or such later time and/or date as theBanks may decide) or (b) the Placing Agreement is terminated in thecircumstances specified below prior to Admission, the Placing will not takeplace and your rights and obligations hereunder in respect hereof shall ceaseand determine at such time and no claim can be made in respect thereof. By participating in the Bookbuilding Process you agree that your rights andobligations hereunder in relation to the Placing are conditional upon thePlacing Agreement becoming unconditional in all respects and not beingterminated and will terminate only in the circumstances described in thisAppendix (or otherwise in circumstances in which JPMorgan Cazenove and/or JPMSLis entitled to terminate them) and will not be capable of rescission ortermination by you. JPMorgan Cazenove and JPMSL reserve the right to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement(except that they may not waive the conditions described in (a) or (c) above).JPMorgan Cazenove and JPMSL shall have no liability to any Placee (or to anyother person whether acting on behalf of a Placee or otherwise) in respect ofany decision they may make as to whether or not to invoke, waive or to extendthe time and/or date for the satisfaction of any condition in the PlacingAgreement, and by participating in the Bookbuilding Process you agree that anysuch decision is within the absolute discretion of JPMorgan Cazenove and JPMSL. Right to terminate under the Placing Agreement Either of the Banks is entitled, at any time before Admission, to terminate thePlacing Agreement and its obligations under the Placing Agreement if: (a) the Warranties or any of them are not true and accurate or have becomemisleading (or would not be true and accurate or would be misleading if theywere repeated at any time before Admission) in respect of a matter which, in theopinion of the relevant Bank (acting in good faith), is material in the contextof the Placing by reference to the facts subsisting at the time when thetermination notice referred to below is given; or (b) the Company fails, in any respect which is material in the opinion of therelevant Bank (acting in good faith), to comply with any of its obligationsunder the Placing Agreement; or (c) in the opinion of such Bank (acting in good faith), there has been amaterial adverse change in or affecting the operations, properties, condition(financial or other), trading position or prospects or results of operations orgeneral affairs of the Group taken as a whole; or (d) in the opinion of the relevant Bank (acting in good faith), there has been: • a change in national or international financial, political, economic or stock market conditions (primary or secondary); • an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; • a suspension or material limitation in trading of securities generally or the securities of the Company on any stock exchange; or • any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption or general moratorium in commercial banking, as would, in the opinion of the relevant Bank (acting in good faith) be likely to prejudice the success of the Placing, in each of which cases the Banks shall, if practicable in the circumstances,promptly give written notice thereof to the Company and then consult with theCompany in respect of such matter(s), and the Placing Agreement (other thancertain specified provisions) may be terminated by either Bank following suchconsultation, if any, by the giving of a termination notice and the PlacingAgreement (other than certain specified provisions) will thereupon have nofurther effect. By participating in the Bookbuilding Process you agree that the exercise byJPMorgan Cazenove or JPMSL of any right of termination or other discretion underthe Placing Agreement shall be within the absolute discretion of JPMorganCazenove and JPMSL and that they need not make any reference to you and thatneither of them shall have any liability to you whatsoever in connection withany such exercise. No Prospectus The Placing Shares are being offered to a limited number of specifically invitedpersons only and will not be offered in such a way as to require a prospectus inthe United Kingdom or in any other jurisdiction. No prospectus or AIM admissiondocument has been or will be submitted to be approved by AIM or the FSA inrelation to the Placing and the Placees' commitments will be made solely on thebasis of the information contained in this announcement and the Placing ResultsAnnouncement. Each Placee, by participating in the Placing, agrees that thecontent of this announcement and the Placing Results Announcement is exclusivelythe responsibility of the Company and confirms that it has neither received norrelied on any other information, representation, warranty or statement made byor on behalf of JPMorgan Cazenove, JPMSL or the Company and none of JPMorganCazenove, JPMSL and the Company will be liable for any Placee's decision toaccept this invitation to participate in the Placing based on any otherinformation, representation, warranty or statement. Each Placee acknowledges andagrees that it has relied on its own investigation of the business, financial orother position of the Company in deciding to participate in the Placing. Nothingin this announcement shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Subject as provided below, settlement for all Placing Shares will be madethrough CREST. Settlement for any Placing Shares issued and allotted pursuant tothe Placing will take place on the date of Admission, which is expected to be 2May 2006. JPMorgan Cazenove reserves the right to require settlement for and delivery ofthe Placing Shares to Placees by such other means as it deems necessary ifdelivery or settlement is not possible as described above within the timetableset out in this announcement or would not be consistent with the regulatoryrequirements in the Placee's jurisdiction. If you are allocated any Placing Shares in the Bookbuilding Process you will besent a contract note, which will confirm the number of Placing Shares to besubscribed for by you and also confirming the Placing Price and the aggregateamount owed by you to JPMorgan Cazenove as agent for the Company in relation tothe settlement of such Placing Shares. By participating in the Placing, youagree that you will do all things necessary to ensure that delivery and paymentis completed in accordance with the standing settlement instructions which youhave in place with JPMorgan Cazenove. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the contract note is copied and delivered immediately to therelevant person within that organisation. Interest is chargeable daily on payments to the extent that value is receivedafter the due date at the rate of 5 percentage points above prevailing LIBOR. Ifyou do not comply with your obligations, JPMorgan Cazenove may sell your PlacingShares on your behalf and retain from the proceeds, for its own account andbenefit, an amount equal to the Placing Price plus any interest due (insettlement of your liability in respect of JPMorgan Cazenove's payment to theCompany on your behalf of the Placing Price of the relevant Placing Shares underthe Placing Agreement). You will, however, remain liable on the same basis forany shortfall below the Placing Price and you may be required to bear anyinterest or losses which may arise upon the sale of your Placing Shares on yourbehalf. You will not be entitled to receive any fee or commission in connection with thePlacing. Representations and Warranties By participating in the Bookbuilding Process you (and any person acting on yourbehalf): 1. represent and warrant that you have read this Appendix and the announcementof which it forms part in their entirety and have not redistributed them or anypart of them; 2. acknowledge that you have been invited to participate in the BookbuildingProcess solely on the basis of this announcement and that no offering document,prospectus, AIM admission document or any other document has been prepared inconnection with the Placing or formed the basis of the placing of the PlacingShares with you; 3. acknowledge that the content of this Appendix and the announcement of whichit forms part are exclusively the responsibility of the Company and that neitherthe Banks, nor any of their respective Affiliates nor any person acting on anyof such Bank's or Affiliate's behalf has or shall have any liability for anyinformation, representation or statement contained in this Appendix and/or theannouncement of which it forms part or any information previously published byor on behalf of the Company; 4. acknowledge that the Ordinary Shares are admitted to trading on AIM, and theCompany is therefore required to publish certain business and financialinformation in accordance with the AIM Rules (collectively, the "ExchangeInformation"), which includes a description of the nature of the Company'sbusiness and the Company's most recent AIM admission document and financialstatements, and similar statements for preceding financial years, and that youare able to obtain or access the Exchange Information without undue difficulty; 5. represent and warrant that you have neither received nor relied on anyinformation, representation, warranty or statement made by or on behalf ofJPMorgan Cazenove, JPMSL or the Company other than the information contained inthis announcement and that none of JPMorgan Cazenove, JPMSL or the Company willbe liable for any Placee's decision to accept an invitation to participate inthe Placing (and any resulting investment) based on any other information,representation, warranty or statement; 6. acknowledge and agree that you have relied on your own investigation of thebusiness, financial and/or other position of the Company in deciding toparticipate in the Placing (and in making any resulting investment) andacknowledge and agree that neither of the Banks, nor any of their respectiveAffiliates nor any person acting on such Bank's or Affiliate's behalf, hasprovided, and will not provide you with any other material regarding the PlacingShares or the Company; nor have you requested the Banks, any of their respectiveAffiliates or any person acting on such Bank's or Affiliate's behalf to provideyou with any such information; 7. represent and warrant that you (and/or any beneficial owner on whose behalfyou are making a subscription) are entitled to subscribe for Placing Sharesunder the laws of all relevant jurisdictions which apply to you (and/or suchbeneficial owner) and that you (and/or such beneficial owner) have fullyobserved such laws and obtained all such governmental and other guarantees andother consents which may be required thereunder and complied with all necessaryformalities; 8. represent and warrant that you are, or at the time the Placing Shares areacquired that you will be, the beneficial owner of such Placing Shares, or thatthe beneficial owner of such Placing Shares is not a resident of Canada,Australia, Japan or New Zealand; 9. acknowledge that the Placing Shares have not been and will not be registeredunder the securities legislation of the United States, Canada, Australia, Japanor New Zealand and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 10. acknowledge that where you are subscribing for Placing Shares for one ormore managed accounts, you represent and warrant that you are authorised inwriting by each managed account (i) to subscribing for the Placing Shares foreach managed account; (ii) to make on its behalf the representations, warrantiesand agreements in this Appendix and the announcement of which it forms part; and(iii) to receive on its behalf any investment letter relating to the Placing inthe form provided to you by JPMorgan Cazenove. You agree to indemnify and holdthe Company, JPMorgan Cazenove, JPMSL and their respective Affiliates harmlessfrom any and all costs, claims, liabilities and expenses (including legal feesand expenses) arising out of or in connection with any breach of therepresentations and warranties in this paragraph 10. You agree that theprovisions of this paragraph 10 shall survive the resale of the Placing Sharesby or on behalf of the managed accounts; 11. undertake to pay any capital duty, stamp duty or stamp duty reserve tax andall other stamp, issue, securities, transfer, registration, documentary or othersimilar duties or taxes payable or otherwise required to be paid in respect ofthe allotment, issue, delivery or transfer of the Placing Shares or any interesttherein to or by you, or the acquisition or disposal of, or in connection withany agreement to subscribe or for the allotment, issue, delivery or transfer of,the Placing Shares or any interest therein to you or by you pursuant to or as aresult of the arrangements contemplated by the Placing Agreement or thisAppendix or the announcement of which it forms part or in connection with theissue, execution or delivery of the Placing Agreement or this Appendix or theannouncement of which it forms part and any interest or penalties payable inrespect thereof and to indemnify (on an after tax basis) and hold harmlessJPMorgan Cazenove, JPMSL, the Company and their respective agents to the extentthat JPMorgan Cazenove, JPMSL and/or the Company pay or are or become liable topay any amount in respect of such duties and taxes. References in this paragraph11 to Placing Shares include any interest in, or rights to allotment of, orrights to subscribe for or options to subscribe, Placing Shares. NeitherJPMorgan Cazenove nor JPMSL shall be liable to pay any amount pursuant to thisparagraph 11; 12. represent and warrant that: (i) you are aware of and have complied with your obligations in connection withmoney laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2003and the Money Laundering Regulations 2003 (the "Regulations") and, if you aremaking payment on behalf of a third party, that satisfactory evidence has beenobtained and recorded by you to verify the identity of the third party asrequired by the Regulations; and (ii) you and any person acting on your behalf have complied and will complywith, and have not breached and will not breach, any and all applicableprovisions of FSMA with respect to anything done by you or such person inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 13. represent and warrant that if you are in a member state of the EuropeanEconomic Area you are a Qualified Investor within the meaning of the ProspectusDirective; 14. represent and warrant that if you are in the United Kingdom you are aQualified Investor within the meaning of the Prospectus Directive and a person(1) who has professional experience in matters relating to investments and fallwithin article 19(5) (investment professionals) of the Order or (2) who fallswithin article 49(2)(a) to (d) (high net worth companies, unincorporatedassociations etc) of the Order, and you undertake that you will acquire, hold,manage or dispose of any Placing Shares that are allocated to you for thepurposes of your business; 15. represent and warrant that you have not offered or sold and as part of thedistribution of the Placing shares, will not offer or sell any Placing Shares topersons in the United Kingdom except to Qualified Investors or otherwise incircumstances which have not resulted and which will not result in an offer tothe public in the United Kingdom within section 85(1) of FSMA; 16. represent and warrant that you have only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 17. represent and warrant that as far as you are aware you are not acting inconcert (within the meaning given in The City Code on Takeovers and Mergers)with any other Placee in relation to the Company; 18. represent and warrant that you and any person acting on your behalf isentitled to subscribe for Placing Shares under the laws of all relevantjurisdictions and have all necessary capacity and have obtained all necessaryconsents and authorities to enable you and such person to commit to thisparticipation in the Placing and to perform your and such person's obligationsin relation thereto (including, without limitation, in the case of any person onwhose behalf you are acting, all necessary consents and authorities to agree tothe terms set out or referred to in this announcement) and will honour suchobligations;. 19. undertake that you and any person acting on your behalf will pay for thePlacing Shares allocated to you in accordance with this announcement on the duetime and date set out herein, failing which the relevant Placing Shares may beplaced with other subscribers or sold as JPMorgan Cazenove may in its absolutediscretion determine and without liability to such Placee; 20. acknowledge that participation in the Placing is on the basis that you arenot and will not be a client of JPMorgan Cazenove or JMPSL and neither JPMorganCazenove or JMPSL has any duties or responsibilities to you for providing theprotections afforded to their respective clients or customers or for providingadvice in relation to the Placing or in respect of any representations,warranties, undertakings or indemnities contained in the Placing Agreement; 21. undertake that the person whom you specify for registration as holder of thePlacing Shares will be (i) you or (ii) your nominee, as the case may be. Neitherof the Banks nor the Company will be responsible for any liability to stamp dutyor stamp duty reserve tax resulting from a failure to observe this requirement.You and any person acting on your behalf agrees to subscribe on the basis thatthe Placing Shares will be allocated to a stock account of JPMorgan Cazenove orJPMSL who will hold them as nominee on behalf of the Placee until settlement inaccordance with its standing settlement instructions; 22. acknowledge that any agreements entered into by you pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith the laws of England and you submit (on behalf of yourself and on behalf ofany person on whose behalf you are acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, provided that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or JPMorgan Cazenove in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange; and 23. will be deemed to acknowledge, represent and agree with the Company andJPMorgan Cazenove as follows: (a) you are aware that the Placing Shares have notbeen and will not be registered under the Securities Act or with any securitiesregulatory authority of any state or other jurisdiction of the United States;(b) you are acquiring Placing Shares in an offshore transaction meeting therequirements of Regulation S; and (c) you will not offer, sell, pledge ortransfer any Placing Shares, except in accordance with the Securities Act andany applicable laws of any state of the United States and any otherjurisdiction. Each subscriber of Placing Shares that are offered and sold in reliance on Rule144A will be deemed to have acknowledged, represented to and agreed with theCompany and JPMorgan Cazenove as follows: (a) the subscriber (1) is a QIB; (2) is acquiring the PlacingShares for its own account or the account of a QIB; and (3) is aware, and eachbeneficial owner of such Placing Shares has been advised, that the issue or saleto it is being made in reliance on Rule 144A; (b) it shall not resell or otherwise transfer any of the PlacingShares within two years after the original issuance of the Placing Shares except(1) to the Company or any of its affiliates; (2) in accordance with Rule 144A toa person that it and any person acting on its behalf reasonably believe is a QIBpurchasing for its own account or for the account of a QIB; (3) in an offshoretransaction in accordance with Rule 903 or Rule 904 of Regulation S; (4)pursuant to the exemption from registration provided by Rule 144 adopted underthe Securities Act (if available); or (5) pursuant to an effective registrationunder the Securities Act, in each case in accordance with any applicablesecurities laws of any state of the United States; (c) it agrees that it will give to each person to whom ittransfers the Placing Shares notice of any restrictions on transfer of thePlacing Shares; (d) it understands that its certificated Placing Shares (if any)will bear a legend substantially to the following effect, until the expirationof the applicable holding period with respect to the Placing Shares set forth inRule 144(k) of the Securities Act: "THIS SHARE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THESECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATEOF THE UNITED STATES."; (e) it acknowledges that the Placing Shares (whether inphysical, certificated form or in uncertificated form held in CREST) are"restricted securities" within the meaning of Rule 144(a)(3) under theSecurities Act, are being offered and sold in a transaction not involving anypublic offering in the United States within the meaning of the Securities Actand that no representation is made as to the availability of the exemptionprovided by Rule 144 for resales of Placing Shares. The acquirer understandsthat the Placing Shares may not be deposited into any unrestricted depositaryreceipt facility in respect of Placing Shares established or maintained by adepositary bank, unless and until such time as such Placing Shares are no longerrestricted securities within the meaning of Rule 144(a)(3) under the SecuritiesAct; and (f) it understands that any offer, sale, pledge or othertransfer of the Placing Shares made other than in compliance withabove-mentioned restrictions may not be recognised by the Company. Each subscriber of Placing Shares will be deemed to acknowledge that theCompany, JPMorgan Cazenove, JPMSL their Affiliates and others will rely upon thetruth and accuracy of the foregoing representations and agreements and agreesthat if any of the representations or agreements deemed to have been made by itssubscription of the Placing Shares are no longer accurate, it shall promptlynotify JPMorgan Cazenove and the initial subscribers. If it is acquiring PlacingShares as a fiduciary or agent for one or more investor account, it representsthat it has sole investment decision with respect to each account and it hasfull power to make the foregoing representations and agreements on behalf ofeach account. You agree to indemnify and hold harmless the Company and JPMorgan Cazenove andJPMSL from any and all costs, claims, liabilities and expenses (including legalfees and expenses) arising out of or in connection with any breach by you (orany person on whose behalf you are acting) of the representations, warranties,acknowledgements, agreements and undertakings in this Appendix and further agreethat the provisions of this Appendix shall survive after completion of thePlacing. General This Appendix and the announcement of which it forms part have been issued bythe Company and are the sole responsibility of the Company. JPMorgan Cazenove is acting for Mwana Africa plc and no one else in connectionwith the Placing and will not be responsible to any other person for providingthe protections afforded to its clients, or for providing advice in relation tothe Placing and/or any other matter referred to in this announcement (includingthe Appendices to this announcement). Appendix B - Definitions "Adastra" means Adastra Minerals Inc; "Affiliates" means in relation to a person, a person controlling, controlled by or under common control with that first person and for the purposes of this definition purposes any Affiliate of JPMorgan Cazenove is to be construed as an Affiliate of JPMSL and vice versa; "AIM" means the AIM Market of the London Stock Exchange; "AIM Rules" means the AIM Rules for companies and nominated advisers published by the London Stock Exchange; "Banks" means JPMorgan Cazenove and JPMSL; "Bookbuilding Process" or "Bookbuild" means the accelerated bookbuilding process to be conducted by JPMorgan Cazenove to arrange participation by Placees in the Placing; "Canaccord" means Canaccord Adams Limited or Canaccord Capital; "Companies Act" means the Companies Act 1985 (as amended); "Director" means a director of the Company; "First Quantum" means First Quantum Minerals Inc.; "FSA" means the Financial Services Authority; "FSMA" means the Financial Services and Markets Act 2000 (as amended); "Group" means the Company and its subsidiary undertakings including, where the context requires, any one or more of such companies; "JPMorgan Cazenove" means JPMorgan Cazenove Limited; "JPMSL" means J.P. Morgan Securities Ltd.; "London Stock Exchange" means London Stock Exchange plc; "Mwana Africa" or the "Company" means Mwana Africa plc; "Mwana Africa Holdings" means Mwana Africa Holdings (Proprietary) Ltd; "Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); "Ordinary Shares" means ordinary shares of 10 pence each in the share capital of the Company; "Placees" means placees procured by JPMorgan Cazenove pursuant to the Placing Agreement which may include QIBs in the United States; "Placing" means the placing of the Placing Shares with Placees to be effected by JPMorgan Cazenove on the terms and subject to the conditions set out in the Placing Agreement; "Placing Agreement" means the agreement entered into on the date of this announcement by JPMorgan Cazenove, JPMSL and the Company in relation to the Placing; "Placing Price" means the price per Placing Share at which any Placing Shares are to be subscribed by Placees; "Placing Results Announcement" means the press announcement giving details of the results of the Placing; "Placing Shares" means new Ordinary Shares proposed to be issued pursuant to the Placing in accordance with the terms and conditions set out in the Placing Agreement; "Prospectus Directive" means Directive 2003/71/EC and any relevant implementing measures; "QIBs" means "qualified institutional buyers" as defined in Rule 144A under the Securities Act; "Qualified Investors" means "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive; and "Securities Act" means the United States Securities Act of 1933, as amended. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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