14th Nov 2007 07:01
Mwana Africa PLC14 November 2007 MWANA AFRICA PLC TO ACQUIRE REMAINING SHARES OF SOUTHERNERA DIAMONDS INC. THROUGH PLAN OF ARRANGEMENT ARRANGEMENT PROVIDES FOR ACQUISITION BY MWANA OF ALL REMAINING SOUTHERNERA SHARES ON THE BASIS OF ONE MWANA SHARE FOR EVERY 2.28 SOUTHERNERA SHARES HELD SOUTHERNERA ALSO ANNOUNCES APPOINTMENT OF ADDITIONAL DIRECTOR AND APPOINTMENT OF CHIEF FINANCIAL OFFICER Toronto, Canada and London, United Kingdom, November 14, 2007 - Mwana Africa PLC("Mwana") (AIM:MWA) and SouthernEra Diamonds Inc. ("SouthernEra") (TSX:SDM) arepleased to announce that they have entered into an agreement (the "ArrangementAgreement") whereby Mwana has proposed to acquire all of the Class A commonshares of SouthernEra ("SouthernEra Shares") not already owned by Mwana and itsaffiliates on the basis of one ordinary share of Mwana ("Mwana Shares") forevery 2.28 SouthernEra Shares held under a court-approved plan of arrangement(the "Arrangement"). Under the take-over bid previously made by Mwana for anyand all of the SouthernEra Shares which expired on September 17, 2007, Mwana andits affiliates acquired approximately 132 million SouthernEra Shares such thatMwana and its affiliates own approximately 84% of the total issued andoutstanding SouthernEra Shares. The Arrangement also provides for the purchase by Mwana of the outstandingSeries A warrants of SouthernEra ("SouthernEra Warrants") in exchange for onewarrant of Mwana to purchase 0.4386 of a Mwana Share. In addition, under theArrangement holders of options to purchase SouthernEra Shares with an exerciseprice less than C$0.382 (the "Market Price"), being the average closing price ofthe SouthernEra Shares on the Toronto Stock Exchange for the five trading dayson which there was a closing price immediately preceding the date of theArrangement Agreement, will receive a number of Mwana Shares based on the amountby which the Market Price exceeds the exercise price of such option and on theshare exchange ratio under the Arrangement. Completion of the Arrangement is subject to a number of conditions, includingapproval at a meeting of SouthernEra shareholders and warrantholders by (i)two-thirds of the votes cast by holders of SouthernEra Shares voting as a singleclass, (ii) two-thirds of the votes cast by holders of SouthernEra Shares andSouthernEra Warrants, voting together as a single class, and (iii) a majority ofthe votes cast by holders of SouthernEra Shares other than Mwana and itsaffiliates, provided that Mwana and its affiliates may vote the approximately132 million SouthernEra Shares acquired by Mwana and its affiliates pursuant toMwana's take-over bid. The Arrangement is also subject to approval by theOntario Superior Court of Justice (Commercial List) at a hearing to consider thefairness of the Arrangement. SouthernEra has called an annual and special meeting of shareholders andwarrantholders to be held on Monday, December 17, 2007 to consider theArrangement, certain other special business in connection with the Arrangementand SouthernEra's annual meeting matters. In that regard, SouthernEra hasapplied for an interim order of the Ontario Superior Court of Justice(Commercial List) which will provide for matters relating to the annual andspecial meeting. SouthernEra has established the close of business on Friday,November 16, 2007 as the record date for all holders of SouthernEra Shares andSouthernEra Warrants entitled to receive notice of and to vote at the meeting.SouthernEra expects to mail within two weeks a management proxy circularcontaining further details of the Arrangement and the matters to be consideredat the meeting. If the Arrangement is approved at the meeting and all otherconditions precedent to the Arrangement are satisfied or waived, as applicable,SouthernEra and Mwana expect to complete the Arrangement later in December 2007. If the Arrangement is completed, the SouthernEra Shares and SouthernEra Warrantswill be de-listed from the Toronto Stock Exchange, and SouthernEra will apply tocease to be a reporting issuer (or the equivalent) in all of the provinces ofCanada in which it is currently a reporting issuer. SouthernEra also announced that the board of directors has appointed JohnAnderson, a non-executive director of Mwana, to the board of SouthernEra. Inaddition, the SouthernEra board formally appointed Braam Jonker, Group FinancialController for Mwana, as Chief Financial Officer of SouthernEra. IMPORTANT NOTICE The Mwana securities to be issued in connection with the Arrangement have notbeen and will not be registered under the United States Securities Act of 1933,as amended (the "U.S. Securities Act") or the laws of any state or otherjurisdiction of the United States and will be issued in reliance on an exemptionfrom the registration requirements of the U.S. Securities Act provided bySection 3(a)(10) thereof. Neither the U.S. Securities and Exchange Commissionnor any state securities commission in the United States has approved ordisapproved of the Mwana securities or passed upon the accuracy or adequacy ofthis document and any representation to the contrary is a criminal offence inthe United States. The Mwana securities received by any person in the UnitedStates that is an "affiliate" (within the meaning of Rule 144 of the U.S.Securities Act) of SouthernEra or Mwana before implementation of the Arrangementor that is an "affiliate" of Mwana after implementation of the Arrangement willbe subject to timing, manner of sale and volume restrictions on the sale ofMwana securities received in connection with the Arrangement under Rule 145(d)of the U.S. Securities Act. Under the U.S. Securities Act, the exercise of theMwana warrants issued in exchange for SouthernEra Warrants by U.S. persons (asdefined in Regulation S under the U.S. Securities Act) is subject to certainconditions. 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. 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 Arrangement or otherwise. This press release contains forward-looking statements with respect to theArrangement and the transactions contemplated thereby, including the proposedbusiness combination of Mwana and SouthernEra, SouthernEra's and Mwana'sfinancial condition, results of operations, business, prospects, plans,objectives, goals, strategies, future events, capital expenditures, andexploration and development efforts. Words such as "anticipates", "expects","intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks","estimates", "could", "might", "should", and similar expressions identifyforward-looking statements. Although Mwana and SouthernEra, as applicable,believe that the plans, intentions and expectations reflected in theseforward-looking statements are reasonable, neither Mwana nor SouthernEra, asapplicable, can be certain that these plans, intentions or expectations will beachieved. Actual results, performance or achievements could differ materiallyfrom those contemplated, expressed or implied by the forward-looking statementscontained in this Circular. These statements include comments regarding:operations and synergies of the combined entity, the establishment and estimatesof mineral reserves and mineral resources, production, production commencementdates, production costs, grade, processing capacity, potential mine life,feasibility studies, development costs, capital and operating expenditures,exploration, the closing of certain transactions including acquisitions andofferings, and Mwana's expansion plans. For further information concerning Mwana, visit http://www.mwanaafrica.com/. For further information concerning SouthernEra, visit http://www.www.southernera.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: Mwana Africa PLC Oliver Baring, Chairman Tel. +44 20 7654 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 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 Anca Spiridon Tel. +44 20 7653 6620Merlin Mwana Africa plcDevon House12-15 Dartmouth StreetLondonSW1H 9BL SouthernEra Diamonds Inc. Mr. Alasdair MacPhee, CEOTelephone: (416) 359-9282Fax: (416) 359-9141E-mail: [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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