6th Sep 2007 07:02
Mwana Africa PLC06 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES MWANA AFRICA PLC ANNOUNCES TAKE-UP OF SHARES UNDER ITS OFFER FOR SOUTHERNERA DIAMONDS INC. MWANA NOW OWNS APPROXIMATELY 69.4% OF THE OUTSTANDING SOUTHERNERA SHARES AND EXTENDS OFFER TO SEPTEMBER 17, 2007 London, September 6, 2007 - Mwana Africa PLC ("Mwana" or "the Company", AIM:MWA-L) is pleased to announce that it has successfully acquired control ofSouthernEra Diamonds Inc. ("SouthernEra") as a result of its offer for any andall of the SouthernEra Class A common shares (the "SouthernEra Shares") otherthan SouthernEra Shares owned by Mwana and its affiliates (the "Offer").Approximately 106.3 million SouthernEra Shares or approximately 60% of theoutstanding SouthernEra Shares (being approximately 66.3% of the SouthernEraShares not already owned by Mwana and its affiliates) were validly deposited tothe Offer by SouthernEra shareholders prior to 5:00 pm (Toronto time) onSeptember 5, 2007. In addition, notices of guaranteed delivery for deposits ofapproximately 12.3 million SouthernEra Shares have been received. All of the SouthernEra Shares validly deposited to the Offer have been taken up.Following take-up of the SouthernEra Shares deposited to the Offer, Mwanabeneficially owns a total of approximately 122.7 million SouthernEra Shares orapproximately 69.4% of the outstanding SouthernEra Shares. By notice to Computershare Investor Services Inc., the Depositary under theOffer, Mwana has extended the Offer until 5:00 pm (Toronto time) on September17, 2007 to allow SouthernEra shareholders additional time to tender theirSouthernEra Shares to the Offer. Mwana will mail a formal notice of extensionto SouthernEra shareholders later today. SouthernEra shareholders whose shares have been taken up under the Offer, aswell as SouthernEra shareholders who validly deposit their shares prior to theexpiry of the Offer, as extended, will receive one ordinary share of Mwana(each, a "Mwana Share") for every 2.28 SouthernEra Shares deposited. FractionalMwana Shares will not be issued pursuant to the Offer and a cash payment will bemade in lieu of any fractional Mwana Share to be issued, as described in theoffer to purchase and notice of variation delivered in connection with theOffer. Mwana currently anticipates that the Mwana Shares to be issued under the Offerin respect of the SouthernEra Shares taken up today will be issued on Monday,September 10, 2007 when they are expected to commence trading on AIM. Oliver Baring, Chairman of Mwana, stated "By acquiring control of SouthernEraDiamonds we begin an important new period for our enlarged group. The challengeover coming months is to capitalise on the huge opportunity in the diamondindustry in Africa, most particularly in the DRC, and to bring together assetsthat give us extraordinary capability. Our portfolio and management team,recently boosted by the acquisition of Gravity Diamonds, mean Mwana is now apotent force in the region." IMPORTANT NOTICE The Offer is not being made, directly or indirectly, to "U.S. persons" (as suchterm is defined in Regulation S of the United States Securities Act of 1933, asamended, the "U.S. Securities Act") or in or into the United States (includingits territories, possessions, each state thereof and the District of Columbia,the "United States") or any other jurisdiction where it would be unlawful to doso, or by use of the mails, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce, or by any facility of a national securities exchange of anyjurisdiction where it would be unlawful to do so, and the Offer will not becapable of acceptance by U.S. persons or by any such means, instrumentality orfacility from or within the United States or any other jurisdiction where itwould be unlawful to do so. Accordingly, copies of this press release, thedocuments describing the Offer and all other documents relating to the Offer arenot being, and must not be, mailed or otherwise forwarded, distributed or sentin, into or from the United States or any other jurisdiction where it would beunlawful to do so. Persons receiving such documents (including, withoutlimitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may invalidate any related purported acceptanceof the 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 theOffer, Mwana may, in its sole discretion in certain limited circumstances offeror issue Mwana Shares in the United States or to, or for the account of U.S.persons, pursuant to an exemption from the registration requirements of the U.S.Securities Act and in compliance with any applicable U.S. state securities or"blue sky" laws. 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. +44 207 654 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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