Mwana Africa PLC
AIM : MWA

Mwana Africa PLC
SouthernEra Diamonds Inc.
TSX : SDM

November 14, 2007 02:00 ET

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, ONTARIO and LONDON, UNITED KINGDOM--(Marketwire - Nov. 14, 2007) - Mwana Africa PLC ("Mwana") (AIM:MWA) and SouthernEra Diamonds Inc. ("SouthernEra") (TSX:SDM) are pleased to announce that they have entered into an agreement (the "Arrangement Agreement") whereby Mwana has proposed to acquire all of the Class A common shares of SouthernEra ("SouthernEra Shares") not already owned by Mwana and its affiliates on the basis of one ordinary share of Mwana ("Mwana Shares") for every 2.28 SouthernEra Shares held under a court-approved plan of arrangement (the "Arrangement"). Under the take-over bid previously made by Mwana for any and all of the SouthernEra Shares which expired on September 17, 2007, Mwana and its affiliates acquired approximately 132 million SouthernEra Shares such that Mwana and its affiliates own approximately 84% of the total issued and outstanding SouthernEra Shares.

The Arrangement also provides for the purchase by Mwana of the outstanding Series A warrants of SouthernEra ("SouthernEra Warrants") in exchange for one warrant of Mwana to purchase 0.4386 of a Mwana Share. In addition, under the Arrangement holders of options to purchase SouthernEra Shares with an exercise price less than C$0.382 (the "Market Price"), being the average closing price of the SouthernEra Shares on the Toronto Stock Exchange for the five trading days on which there was a closing price immediately preceding the date of the Arrangement Agreement, will receive a number of Mwana Shares based on the amount by which the Market Price exceeds the exercise price of such option and on the share exchange ratio under the Arrangement.

Completion of the Arrangement is subject to a number of conditions, including approval at a meeting of SouthernEra shareholders and warrantholders by (i) two-thirds of the votes cast by holders of SouthernEra Shares voting as a single class, (ii) two-thirds of the votes cast by holders of SouthernEra Shares and SouthernEra Warrants, voting together as a single class, and (iii) a majority of the votes cast by holders of SouthernEra Shares other than Mwana and its affiliates, provided that Mwana and its affiliates may vote the approximately 132 million SouthernEra Shares acquired by Mwana and its affiliates pursuant to Mwana's take-over bid. The Arrangement is also subject to approval by the Ontario Superior Court of Justice (Commercial List) at a hearing to consider the fairness of the Arrangement.

SouthernEra has called an annual and special meeting of shareholders and warrantholders to be held on Monday, December 17, 2007 to consider the Arrangement, certain other special business in connection with the Arrangement and SouthernEra's annual meeting matters. In that regard, SouthernEra has applied for an interim order of the Ontario Superior Court of Justice (Commercial List) which will provide for matters relating to the annual and special meeting. SouthernEra has established the close of business on Friday, November 16, 2007 as the record date for all holders of SouthernEra Shares and SouthernEra Warrants entitled to receive notice of and to vote at the meeting. SouthernEra expects to mail within two weeks a management proxy circular containing further details of the Arrangement and the matters to be considered at the meeting. If the Arrangement is approved at the meeting and all other conditions 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 Warrants will be de-listed from the Toronto Stock Exchange, and SouthernEra will apply to cease to be a reporting issuer (or the equivalent) in all of the provinces of Canada in which it is currently a reporting issuer.

SouthernEra also announced that the board of directors has appointed John Anderson, a non-executive director of Mwana, to the board of SouthernEra. In addition, the SouthernEra board formally appointed Braam Jonker, Group Financial Controller for Mwana, as Chief Financial Officer of SouthernEra.

IMPORTANT NOTICE

The Mwana securities to be issued in connection with the Arrangement have not been 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 other jurisdiction of the United States and will be issued in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the Mwana securities or passed upon the accuracy or adequacy of this document and any representation to the contrary is a criminal offence in the United States. The Mwana securities received by any person in the United States that is an "affiliate" (within the meaning of Rule 144 of the U.S. Securities Act) of SouthernEra or Mwana before implementation of the Arrangement or that is an "affiliate" of Mwana after implementation of the Arrangement will be subject to timing, manner of sale and volume restrictions on the sale of Mwana 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 the Mwana warrants issued in exchange for SouthernEra Warrants by U.S. persons (as defined in Regulation S under the U.S. Securities Act) is subject to certain conditions.

Persons who are resident in the United Kingdom should note that the Offer will not 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 or invitation to purchase any securities or solicitation of an offer to buy any securities, pursuant to the Arrangement or otherwise.

This press release contains forward-looking statements with respect to the Arrangement and the transactions contemplated thereby, including the proposed business combination of Mwana and SouthernEra, SouthernEra's and 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. Although Mwana and SouthernEra, as applicable, believe that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, neither Mwana nor SouthernEra, as applicable, can be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Circular. These statements include comments regarding: operations and synergies of the combined entity, the establishment and estimates of mineral reserves and mineral resources, production, production commencement dates, production costs, grade, processing capacity, potential mine life, feasibility studies, development costs, capital and operating expenditures, exploration, the closing of certain transactions including acquisitions and offerings, and Mwana's expansion plans.

Neither the Toronto Stock Exchange nor the London Stock Exchange has reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Mwana Africa PLC
    Oliver Baring
    Chairman
    +44 20 7654 5588
    or
    Mwana Africa PLC
    Kalaa Mpinga
    CEO
    +27 11 883 9550/1
    or
    Mwana Africa PLC
    David Fish
    CFO
    +27 11 883 9550/1
    Website: www.mwanaafrica.com
    or
    Canaccord Adams Limited
    Mark Ashurst
    Managing Director
    +44 20 7050 6500
    or
    Canaccord Adams Limited
    Michael Barman
    Dealer Manager
    (416) 869-7216
    or
    Merlin
    Tom Randell or Maria Suleymanova
    +44 20 7653 6620
    or
    SouthernEra Diamonds Inc.
    Mr. Alasdair MacPhee
    CEO
    (416) 359-9282
    (416) 359-9141 (FAX)
    Email: inbox@southernera.com
    Website: www.southernera.com