19th Sep 2007 07:02
Mwana Africa PLC19 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES MWANA AFRICA PLC ANNOUNCES COMPLETION OF ITS OFFER FOR SOUTHERNERA DIAMONDS INC. FOLLOWING TAKE-UP OF ALL SHARES UNDER THE OFFER, MWANA WILL OWN APPROXIMATELY 84.2% OF THE OUTSTANDING SOUTHERNERA SHARES London, September 19, 2007 - Mwana Africa PLC ("Mwana" or "the Company", AIM:MWA-L) announces that its offer for any and all of the Class A common shares(the "SouthernEra Shares") of SouthernEra Diamonds Inc. ("SouthernEra") otherthan SouthernEra Shares owned by Mwana and its affiliates (the "Offer") has beencompleted with a total of 123,885,065 SouthernEra Shares or approximately 70% ofthe outstanding SouthernEra Shares (being approximately 77.2% of the SouthernEraShares not already owned by Mwana and its affiliates prior to commencement ofthe Offer) being validly deposited to the Offer. In addition, notices ofguaranteed delivery for deposits of approximately 8,553,547 million SouthernEraShares have been received. There will be no further extensions of the Offer. Mwana will take-up all SouthernEra Shares validly deposited to the Offer and notpreviously taken up by Mwana. If all notices of guaranteed delivery aresatisfied, Mwana will beneficially own approximately 148,896,112 millionSouthernEra Shares, representing approximately 84.2% of the outstandingSouthernEra Shares. Mwana intends to cause a meeting of SouthernEra shareholders to be held toconsider an amalgamation, statutory arrangement, capital reorganization or othertransaction whereby Mwana or an affiliate of Mwana will acquire any SouthernEraShares not deposited under the Offer (a "Subsequent Acquisition Transaction").In addition, subsequent to the completion of the Subsequent AcquisitionTransaction, Mwana intends to de-list the SouthernEra Shares from the TSX and tocause SouthernEra to cease to be a reporting issuer under the securities laws ofeach province of Canada in which it is a reporting issuer and to cease to havepublic reporting obligations in any jurisdiction in which it currently has suchobligations. IMPORTANT NOTICE This press release does not constitute or form part of any offer or solicitationto purchase or subscribe for securities in the United States (including itsterritories, possessions, each state thereof and the District of Columbia, the"United States") or by "U.S. persons", as that term is defined in Regulation Sunder the United States Securities Act of 1933, as amended (the "U.S. SecuritiesAct"). The Mwana Shares have not been, and will not be, registered under theU.S. Securities Act or any U.S. state securities or "blue sky" laws and may notbe offered or issued in the United States or to, or for the account or benefitof U.S. persons. Persons who are resident in the United Kingdom should note that the Offer willnot be subject to the provisions of the United Kingdom Takeover Code. The content of this press release, which has been prepared by and is the soleresponsibility of Mwana, has been approved by Numis Securities Limited, TheLondon Stock Exchange Building, 10 Paternoster Square, London, England EC4M 7LS,solely for the purposes of section 21 of the United Kingdom's Financial Servicesand Markets Act 2000. Numis Securities Limited is acting exclusively for Mwanain connection with the Offer and no one else and will not be responsible toanyone other than Mwana for providing the protections afforded to clients ofNumis Securities Limited nor for providing advice in relation to the Offer orany other matter referred to in this press release. This press release does not constitute or form part of any offer to sell orinvitation to purchase any securities or solicitation of an offer to buy anysecurities, pursuant to the Offer or otherwise. This press release contains forward-looking statements with respect to the Offerand the transactions contemplated thereby, including the proposed businesscombination of Mwana and SouthernEra, Mwana's financial condition, results ofoperations, business prospects, plans, objectives, goals, strategies, futureevents, capital expenditures, and exploration and development efforts. Wordssuch as "anticipates", "expects", "intends", "plans", "forecasts", "projects","budgets", "believes", "seeks", "estimates", "could", "might", "should", andsimilar expressions identify forward-looking statements. Although Mwana believesthat its plans, intentions and expectations reflected in these forward-lookingstatements are reasonable, Mwana cannot be certain that these plans, intentionsor expectations will be achieved. Actual results, performance or achievementscould differ materially from those contemplated, expressed or implied by theforward-looking statements contained in this press release. These statementsinclude comments regarding: operations and synergies of the combined entity, theestablishment and estimates of mineral reserves and mineral resources,production, production commencement dates, production costs, grade, processingcapacity, potential mine life, feasibility studies, development costs, capitaland operating expenditures, exploration, the closing of certain transactionsincluding acquisitions and offerings, and Mwana's expansion plans. For further information visit our web site at (http://www.mwanaafrica.com/). Neither the Toronto Stock Exchange nor the London Stock Exchange has reviewedand does not accept responsibility for the adequacy or accuracy of this release. Enquiries: Oliver Baring, Chairman Tel. +44 20 7654 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 John Harrison, Managing Director Tel. +44 20 7260 1000Numis Securities Limited Ryan Gaffney, Vice President Tel. +44 20 7050 6500Canaccord Adams Limited Michael BarmanDealer Manager, Canaccord Adams Limited Tel. +1 416 869 7216 Tom Randell or Anca Spiridon Tel. +44 20 7653 6620Merlin A copy of the early warning report filed by the Company pursuant to Canadiansecurities laws can be obtained from the individuals identified above at Mwana: Mwana Africa plcDevon House12-15 Dartmouth StreetLondonSW1H 9BL This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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