29th May 2007 10:17
Mwana Africa PLC29 May 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA MWANA AFRICA PLC ANNOUNCES THAT SOUTHERNERA HAS NOT EXERCISED ITS RIGHT-OF-FIRST-REFUSAL WITH REGARD TO BHP BILLITON'S 9.05% HOLDING IN SOUTHERNERA London, May 29, 2007 - On 8 May 2007, Mwana Africa PLC ("the Company" or"Mwana", AIM Symbol MWA-L) announced that it had entered into a lock-upagreement with BHP Billiton pursuant to which BHP Billiton agreed to tender anddeposit the 15,684,000 common shares of SouthernEra Diamonds Inc.("SouthernEra") held by BHP Billiton, representing approximately 9.05% of theoutstanding SouthernEra common shares ("SouthernEra Common Shares"), to theproposed share exchange offer announced by Mwana on March 16, 2007 (the "Offer")to acquire all of the outstanding common shares of SouthernEra. As previouslydisclosed, Mwana was advised by BHP Billiton that the SouthernEra Common Sharesbeneficially owned by BHP Billiton are subject to a right of first refusal (the"ROFR") in favour of SouthernEra. BHP Billiton has notified Mwana that it had triggered the ROFR but thatSouthernEra had not exercised the ROFR within the prescribed period.Accordingly, BHP Billiton has therefore advised Mwana that it is now free totender its SouthernEra Common Shares to the Offer. The Company currently holds in aggregate a total of 16,457,500 SouthernEraCommon Shares, representing approximately 9.50% of the outstanding SouthernEraCommon Shares. As previously announced, the Company has also entered intolock-up agreements with JP Morgan Asset Management (UK) Limited and OZManagement, L.L.C., both on behalf of certain of their managed funds, inaddition to the lock-up with BHP Billiton. Pursuant to the lock-up agreementsand subject to the terms thereof, SouthernEra shareholders have agreed to tenderand deposit with the Company in valid acceptance of the Offer a total of52,427,330 SouthernEra Common Shares, representing approximately 30.26% of thetotal outstanding SouthernEra Common Shares. The total number of SouthernEraCommon Shares which are therefore owned by the Company or in respect of whichthe Company has entered into lock-ups now stands at 68,884,830, representingapproximately 39.76% of the total outstanding SouthernEra Common Shares. A copyof each lock-up agreement is available to the public and may be obtained onrequest from the Company. The Company has engaged Numis Securities Limited ("Numis") as financial adviserin connection with the Offer. Canaccord Adams Limited acts as Nominated Adviser and Joint Broker to Mwana inthe United Kingdom. JP Morgan Cazenove Limited also acts as Joint Broker toMwana in the United Kingdom. Important Notice The Offer will not be made to, nor will deposits of SouthernEra Common Shares beaccepted from or on behalf of, U.S. persons or other holders of SouthernEraCommon Shares in any jurisdiction, including the United States, in which themaking of the Offer or the acceptance thereof would not be in compliance withthe laws of such jurisdiction or in which registration or other qualification ofMwana Ordinary Shares to be issued in the Offer would be required by applicablelaws of such jurisdiction. This announcement 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. The Offer will be made solely bythe formal offer and take-over bid circular, which will contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. This announcement is for information purposes and is not a substitute for theformal offer and take-over bid circular. Copies of the offer and take-over bidcircular and other materials relating to the Offer can be obtained when theybecome available free of charge at the SEDAR website at www.sedar.com (http://www.sedar.com). Neither the issuance of this news release by Mwana in connection with theproposed Offer nor the filing of early warning reports prescribed by applicableCanadian securities laws is an admission that an entity named in either newsrelease or such reports owns or controls any described securities or is a jointactor with another named entity. This Announcement may contain "forward looking statements" concerning, amongother things, the completion of anticipated transactions, the ability of theCompany to obtain future synergies or efficiencies from any combination, thetiming or success of further exploration and development activities and futureproduction by the Company. The words "expect", "will", "intend", "estimate" andsimilar expressions identify forward-looking statements. There can be noassurance that the plans, intentions or expectations upon which these forwardlooking statements and information are based will occur. "Forward lookingstatements" are subject to a variety of risks, uncertainties and assumptions.Some of the factors which could affect future results and could cause results todiffer materially from those expressed in the forward looking statements andinformation contained herein include: market prices, exploitation andexploration successes, continued availability of capital and financing andgeneral economic, market, business or governmental conditions. Forward-lookingstatements are based on the beliefs, estimates and opinions of management at thedate the statements are made and are subject to change without notice. TheCompany does not undertake to update forward-looking statements if managementbelieves, estimates or opinions or other circumstances should change. TheCompany also cautions potential investors that mineral resources that are notmaterial reserves do not have demonstrated economic viability. 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 5588 Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 Mwana Africa plcDevon House12-15 Dartmouth StreetLondonSW1H 9BL 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. John Harrison, Managing Director Numis Securities Limited Tel. +44 20 7260 1000 Mark Ashurst, Managing Director Canaccord Adams Limited Tel. +44 20 7050 6500 Tom Randell or Maria Suleymanova Merlin Tel. +44 20 7653 6620 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Asa ResourcesBHP Group