Mwana now owns approximately 69.4% of the outstanding SouthernEra shares
and extends offer to September 17, 2007
Shares issued and outstanding: 176,902,396
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
TORONTO and LONDON, Sept. 6 /CNW/ - Mwana Africa PLC ("Mwana" AIM:MWA-L)
announced today 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 by Mwana. 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
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.
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.
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, 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. 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 plans.
For further information:
For further information: SouthernEra Diamonds Inc., Mr. Alasdair
MacPhee, CEO or Mr. Chris Reynolds, SVP, CFO and Secretary, Telephone: (416)
359-9282, Fax: (416) 359-9141, E-mail: email@example.com,
www.southernera.com; London: 4C-Burvale, Carina Corbett, Director, Telephone:
+44 (0) 20 7559 6710, Fax: +44 (0) 20 7559 6501, Email: