Mwana Africa PLC

Mwana Africa PLC
SouthernEra Diamonds Inc.

December 21, 2007 02:00 ET

Mwana Africa PLC Completes Acquisition of SouthernEra Diamonds Inc.

TORONTO, ONTARIO and LONDON, UNITED KINGDOM--(Marketwire - Dec. 21, 2007) - Mwana Africa PLC ("Mwana") (AIM:MWA) and SouthernEra Diamonds Inc. ("SouthernEra") (TSX:SDM) are pleased to announce that Mwana has acquired all of the issued and outstanding Class A common shares (the "SouthernEra Shares") of SouthernEra not already owned by Mwana and its affiliates and all of the issued and outstanding Series A warrants (the "SouthernEra Warrants") of SouthernEra. The acquisition was effected by way of court approved plan of arrangement (the "Arrangement"). In addition, pursuant to the Arrangement there are no outstanding options to purchase SouthernEra Shares. The SouthernEra Shares and SouthernEra Warrants will be delisted from the Toronto Stock Exchange on or about December 24, 2007 and SouthernEra will apply to cease to be a reporting issuer in Canada.

The SouthernEra Shares were acquired on the basis of one ordinary share of Mwana (each, a "Mwana Share") in exchange for every 2.28 SouthernEra Shares held and the SouthernEra Warrants were acquired on the basis of one warrant to acquire, subject to the terms and conditions thereof, 0.4386 Mwana Shares on payment of the C$2.00 exercise price (each a "Mwana Warrant") in exchange for each SouthernEra Warrant. In addition, holders of options to purchase SouthernEra Shares with an exercise price less than C$0.382 received a number of Mwana Shares based on the amount by which C$0.382 exceeded the exercise price of such option and on the share exchange ratio under the Arrangement.

Under the Arrangement, an additional 11,950,498 Mwana Shares have been issued and allotted, conditionally upon admission to trading on AIM. Application has been made and it is anticipated that the Mwana Shares will be admitted to trading on AIM at 8:00 am (London time) today. In addition, a total of 6,025,000 Mwana Warrants were issued pursuant to the Arrangement.

Following admission of the Mwana Shares to trading on AIM, the total issued and outstanding share capital of Mwana is 337,933,819 Mwana Shares (including 2,666,600 Mwana Shares currently held by Mwana in treasury as issued shares and to which no voting rights may be exercised).

SouthernEra shareholders and warrantholders who have not yet sent to the depositary, Computershare Investor Services Inc., letters of transmittal are reminded that they should do so. The final date for the completion and submission of letters of transmittal, together with the certificates representing their SouthernEra Shares or SouthernEra Warrants in order to receive certificates representing Mwana Shares or certificates representing Mwana warrants, is December 21, 2009, in respect of the SouthernEra Shares, and November 17, 2008, in respect of the SouthernEra Warrants. The depositary will be able to assist former SouthernEra shareholders, warrantholders and holders of options with an exercise price less than the Market Price in the event they have inquiries as to how to complete their letters of transmittal.

Further details of the Arrangement are set out in the management proxy circular (the "Proxy Circular") dated November 19, 2007 and sent to SouthernEra shareholders, warrantholders and option holders, which is available on the System for Electronic Document Analysis and Retrieval website (


The Mwana securities 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 are 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.

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 may contain forward-looking statements with respect to the Arrangement and the transactions contemplated thereby, including the 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 the Mwana take-over bid circular dated July 27, 2007 or the Proxy 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.

For further information concerning Mwana, visit

For further information concerning SouthernEra, visit

A copy of the early warning report filed by Mwana pursuant to Canadian securities laws can be obtained from the individuals identified above at Mwana.

Mwana Africa plc
Devon House
12-15 Dartmouth Street

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
    +44 20 7654 5588
    Mwana Africa PLC
    Kalaa Mpinga
    CEO or
    +27 11 883 9550/1
    Mwana Africa PLC
    David Fish, CFO
    +27 11 883 9550/1
    Canaccord Adams Limited
    Ryan Gaffney
    Vice President
    +44 20 7050 6500
    Canaccord Adams Limited
    Michael Barman
    Dealer Manager
    (416) 869-7216
    Tom Randell or Anca Spiridon
    +44 20 7653 6620
    SouthernEra Diamonds Inc.
    Mr. Alasdair MacPhee
    (416) 359-9282
    (416) 359-9141 (FAX)