Mwana Africa PLC

Mwana Africa PLC
SouthernEra Diamonds Inc.

September 06, 2007 02:00 ET

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


LONDON, UNITED KINGDOM--(Marketwire - Sept. 6, 2007) -


Mwana Africa PLC ("Mwana" or "the Company") (AIM:MWA) is pleased to announce that it has successfully acquired control of SouthernEra Diamonds Inc. ("SouthernEra") as a result of its offer for any and all of the SouthernEra Class A common shares (the "SouthernEra Shares") other than SouthernEra Shares owned by Mwana and its affiliates (the "Offer"). Approximately 106.3 million SouthernEra Shares or approximately 60% of the outstanding SouthernEra Shares (being approximately 66.3% of the SouthernEra Shares not already owned by Mwana and its affiliates) were validly deposited to the Offer by SouthernEra shareholders prior to 5:00 pm (Toronto time) on September 5, 2007. In addition, notices of guaranteed delivery for deposits of approximately 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, Mwana beneficially owns a total of approximately 122.7 million SouthernEra Shares or approximately 69.4% of the outstanding SouthernEra Shares.

By notice to Computershare Investor Services Inc., the Depositary under the Offer, Mwana has extended the Offer until 5:00 pm (Toronto time) on September 17, 2007 to allow SouthernEra shareholders additional time to tender their SouthernEra Shares to the Offer. Mwana will mail a formal notice of extension to SouthernEra shareholders later today.

SouthernEra shareholders whose shares have been taken up under the Offer, as well as SouthernEra shareholders who validly deposit their shares prior to the expiry of the Offer, as extended, 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.

Mwana currently anticipates that the Mwana Shares to be issued under the Offer in 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 SouthernEra Diamonds we begin an important new period for our enlarged group. The challenge over coming months is to capitalise on the huge opportunity in the diamond industry in Africa, most particularly in the DRC, and to bring together assets that give us extraordinary capability. Our portfolio and management team, recently boosted by the acquisition of Gravity Diamonds, mean Mwana is now a potent force in the region."


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 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 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