Mwana Africa PLC

Mwana Africa PLC
SouthernEra Diamonds Inc.

September 10, 2007 02:00 ET

Mwana Africa PLC Announces Additional Take-Up of Shares Under Its Offer for SouthernEra Diamonds Inc.


LONDON, UNITED KINGDOM--(Marketwire - Sept. 10, 2007) -


Mwana Africa PLC ("Mwana" or "the Company")(AIM:MWA) announces that it has taken up an additional 2.6 million Class A common shares (the "SouthernEra Shares") of SouthernEra Diamonds Inc. ("SouthernEra") validly deposited to Mwana's offer for any and all of the SouthernEra Shares other than SouthernEra Shares owned by Mwana and its affiliates (the "Offer"). Mwana now beneficially owns a total of approximately 125.3 million SouthernEra Shares or approximately 70.9% of the outstanding SouthernEra Shares.

47,754,282 ordinary shares (the "New Shares") of Mwana have been issued and allotted, conditionally upon admission to trading on AIM of the New Shares, as payment for all SouthernEra Shares taken up to date. Application has been made to AIM and it is anticipated that the New Shares will be admitted to trading on AIM at 8:00 a.m. on Monday, September 10, 2007.

SouthernEra shareholders who validly deposit their shares prior to the expiry of the Offer at 5:00 p.m. (Toronto time) on September 17, 2007 will receive one ordinary share of Mwana (each, a "Mwana Share") for every 2.28 SouthernEra Shares deposited. Fractional Mwana Shares will not be issued pursuant to the Offer and a cash payment will be made in lieu of any fractional Mwana Share to be issued, as described in the offer to purchase and notice of variation delivered in connection with the Offer.


The 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 of 1933, as amended, the "U.S. Securities Act") or in or into the United States (including its territories, possessions, each state thereof and the District of Columbia, the "United States") or any other jurisdiction where it would be unlawful to do so, or by use of the mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by U.S. persons or by any such means, instrumentality or facility from or within the United States or any other jurisdiction where it would be unlawful to do so. Accordingly, copies of this press release, the documents describing the Offer and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other jurisdiction where it would be unlawful to do so. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may invalidate any related purported acceptance of 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 be offered or issued in the United States or to, or for the account or benefit of U.S. persons. Notwithstanding the forgoing and the other provisions of the Offer, Mwana may, in its sole discretion in certain limited circumstances offer or 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 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 sole responsibility of Mwana, has been approved by Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, England EC4M 7LS, solely for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000. Numis Securities Limited is acting exclusively for Mwana in connection with the Offer and no one else and will not be responsible to anyone other than Mwana for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Offer or any other matter referred to in this press release.

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 Offer or otherwise.

This press release contains forward-looking statements with respect to the Offer and the transactions contemplated thereby, including the proposed business 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. Although Mwana believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, Mwana cannot 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 press release. 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 visit our web site at (

A copy of the early warning report filed by the Company pursuant to Canadian securities laws can be obtained from the individuals identified below 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 David Fish, CFO
    +27 11 883 9550/1
    Numis Securities Limited
    John Harrison
    Managing Director
    +44 20 7260 1000
    Canaccord Adams Limited
    Mark Ashurst
    Managing Director
    +44 20 7050 6500
    Canaccord Adams Limited
    Michael Barman
    Dealer Manager
    (416) 869-7216
    Tom Randell or Maria Suleymanova
    +44 20 7653 6620