28th Aug 2007 07:00
Mwana Africa PLC25 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES MWANA AFRICA PLC ANNOUNCES THAT THE BOARD OF SOUTHERNERA DIAMONDS UNANIMOUSLY RECOMMENDS MWANA'S SHARE EXCHANGE OFFER VALUING THE OUTSTANDING SOUTHERNERA SHARES AT C$105.3 MILLION (£49.8 MILLION) MWANA NOW OWNS, OR HAS RECEIVED COMMITMENTS FROM SOUTHERNERA SHAREHOLDERS TO TENDER TO THE OFFER, APPROXIMATELY 63% OF THE SOUTHERNERA SHARES London, August 24, 2007 - Following the offer by Mwana Africa PLC ("Mwana" or"the Company", AIM:MWA-L) of July 27, 2007 to acquire any and all of theoutstanding Class A common shares (the "SouthernEra Shares") of SouthernEraDiamonds Inc. ("SouthernEra"), Mwana is pleased to announce that the Board ofDirectors of SouthernEra has agreed to recommend a revised offer (the "RevisedOffer") made by Mwana under the terms of an agreement entered into between Mwanaand SouthernEra. The Revised Offer values the outstanding SouthernEra Shares atapproximately C$105.3 million (£49.8 million). The main terms of the agreementare: - agreement by the SouthernEra Board of Directors to unanimously recommend that SouthernEra shareholders tender their shares to the Revised Offer; - an increase in the share exchange ratio offered by Mwana from 2.33 SouthernEra Shares for each Mwana ordinary share (the "Mwana Shares") to 2.28 SouthernEra Shares for each Mwana Share; - a waiver of the dilutive effects of the SouthernEra rights plan; and - SouthernEra Directors and Senior Officers agreeing, subject to the terms of the Revised Offer, to tender their SouthernEra Shares (including SouthernEra Shares issued on the exercise of options) to the Revised Offer, representing approximately 3% of SouthernEra's issued share capital. The increase in the share exchange ratio under the Revised Offer would result inMwana issuing approximately 68.9 million shares (excluding share options andwarrants) compared to approximately 67.3 million under the previous exchangeratio, representing a 2.4% increase in the offer. Furthermore, on August 24, 2007, the Company entered into lock-up agreementswith BTR Global and an individual shareholder (the "Additional Lock-UpShareholders"), in respect to an aggregate 34,333,200 SouthernEra Shares,representing approximately 19.8% of the outstanding SouthernEra Shares, underwhich the Additional Lock-Up Shareholders have agreed to tender theirSouthernEra Shares to the Revised Offer. As previously disclosed, the Company has entered into lock-up agreements with JPMorgan Asset Management (UK) Limited, OZ Management, L.L.C., each on behalf ofcertain of their managed funds, and BHP Billiton in respect to an aggregate52,427,330 SouthernEra Shares, representing approximately 30.2% of theoutstanding SouthernEra Shares. The SouthernEra Shares represented by the lock-up agreements and those committedby the directors and officers of SouthernEra to the Revised Offer, together withthe SouthernEra Shares already owned by Mwana, aggregate approximately 63% ofthe outstanding SouthernEra Shares. Commenting on the recommendation received from the SouthernEra Board ofDirectors, Oliver Baring, Chairman of Mwana, said: "We are delighted that the SouthernEra Board is recommending our offer. Webelieve that it provides SouthernEra shareholders with an exciting opportunityto participate in an enlarged group which is well positioned to become a majorAfrican diamond exploration and production business. The combined assets of thetwo companies extend across some of the most prospective diamond territories ofthe DRC, South Africa, Zimbabwe, Angola and Botswana. We look forward toconcluding this transaction and ensuring that we derive real value for all ourshareholders from this strong platform." Notice Describing the Revised Offer A notice of variation describing the Revised Offer, together with a notice ofchange to SouthernEra's directors' circular recommending the Revised Offer, willbe mailed to SouthernEra shareholders tommorrow and filed on SEDAR (http://www.sedar.com). Further details regarding the Revised Offer, including theconditions to the Revised Offer, are included in the notice of variation. Thenotice is also available from the Company's website (http://www.mwanaafrica.com/) free of charge. Time and Manner for Acceptance The time and manner of acceptance of the Revised Offer remains unchanged fromthe previously announced acceptance procedures. The Revised Offer will be open for acceptance until 5:00 p.m. (Toronto time) onSeptember 5, 2007, unless the Revised Offer is extended or withdrawn. Mwana has engaged Numis Securities Limited as financial adviser in connectionwith 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. Canaccord Adams Limited acts as Dealer Manager for the offer. IMPORTANT NOTICE The Revised Offer is not being made, directly or indirectly, to "U.S. persons"(as such term is defined in Regulation S of the United States Securities Act of1933, as amended, the "U.S. Securities Act") or in or into the United States(including its territories, possessions, each state thereof and the District ofColumbia, the "United States") or any other jurisdiction where it would beunlawful to do so, or by use of the mails, or by any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce, or by any facility of a national securities exchange of anyjurisdiction where it would be unlawful to do so, and the Revised Offer will notbe capable of acceptance by U.S. persons or by any such means, instrumentalityor facility from or within the United States or any other jurisdiction where itwould be unlawful to do so. Accordingly, copies of this press release, thenotice of variation describing the Revised Offer and all other documentsrelating to the Revised Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in, into or from the United States orany other jurisdiction where it would be unlawful to do so. Persons receivingsuch documents (including, without limitation, nominees, trustees andcustodians) should observe these restrictions. Failure to do so may invalidateany related purported acceptance of the Revised Offer. The Mwana Shares have not been, and will not be, registered under the U.S.Securities Act or any U.S. state securities or "blue sky" laws and may not beoffered or issued in the United States or to, or for the account or benefit ofU.S. persons. Notwithstanding the forgoing and the other provisions of theRevised Offer, Mwana may, in its sole discretion in certain limitedcircumstances offer or issue Mwana Shares in the United States or to, or for theaccount of U.S. persons, pursuant to an exemption from the registrationrequirements of the U.S.Securities Act and in compliance with any applicableU.S. state securities or "blue sky" laws. Persons who are resident in the United Kingdom should note that the RevisedOffer will not 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 Revised Offer and no one else and will not be responsibleto anyone other than Mwana for providing the protections afforded to clients ofNumis Securities Limited nor for providing advice in relation to the RevisedOffer or any 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 Revised Offer or otherwise. The Revised Offer willbe made solely by the formal notice of variation, which will contain the fullterms and conditions of the Revised Offer, including details of how the RevisedOffer may be accepted. This press release is for information purposes and is not a substitute for theformal documents relating to the Revised Offer. Copies of such documents can beobtained 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 theRevised Offer nor the filing of early warning reports prescribed by applicableCanadian securities laws is an admission that an entity named in this newsrelease or such reports owns or controls any described securities or is a jointact or with another named entity. The lock-up agreements entered into with theAdditional Lock-Up Shareholders are "Permitted Lock-up Agreements" underSouthernEra's shareholder rights plan, but will automatically become irrevocablelock-ups at such time that Mwana determines that the dilutive effects of therights plan no longer applies to the Revised Offer. A copy of each lock-upagreement is available to the public and may be obtained on request from Mwana. This press release contains forward-looking statements with respect to theRevised Offer and the transactions contemplated thereby, including the proposedbusiness combination of Mwana and SouthernEra, Mwana's financial condition,results of operations, business prospects, plans, objectives, goals, strategies,future events, capital expenditures, and exploration and development efforts.Words such as "anticipates", "expects", "intends", "plans", "forecasts","projects", "budgets", "believes", "seeks", "estimates", "could", "might","should", and similar expressions identify forward-looking statements. AlthoughMwana believes that its plans, intentions and expectations reflected in theseforward-looking statements are reasonable, Mwana cannot be certain that theseplans, intentions or expectations will be achieved. Actual results, performanceor achievements could differ materially from those contemplated, expressed orimplied by the forward-looking statements contained in this press release. Thesestatements include comments regarding: operations and synergies of the combinedentity, the establishment and estimates of mineral reserves and mineralresources, production, production commencement dates, production costs, grade,processing capacity, potential mine life, feasibility studies, developmentcosts, capital and operating expenditures, exploration, the closing of certaintransactions including 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 207654 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 John Harrison, Managing Director Tel. +44 20 7260 1000Numis Securities Limited Mark Ashurst, Managing Director Tel. +44 20 7050 6500Canaccord Adams Limited Michael BarmanDealer Manager, Canaccord Adams Limited Tel. +1 416 869 7216 Tom Randell or Maria Suleymanova 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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