Asa Resources Regulatory News (ASA)

21 Dec 2007 07:01

Mwana Africa PLC21 December 2007 MWANA AFRICA PLC COMPLETES ACQUISITION OF SOUTHERNERA DIAMONDS INC. Toronto, Canada and London, United Kingdom, December 21, 2007 - Mwana Africa PLC("Mwana") (AIM:MWA) and SouthernEra Diamonds Inc. ("SouthernEra") (TSX:SDM) arepleased to announce that Mwana has acquired all of the issued and outstandingClass A common shares (the "SouthernEra Shares") of SouthernEra not alreadyowned by Mwana and its affiliates and all of the issued and outstanding Series Awarrants (the "SouthernEra Warrants") of SouthernEra. The acquisition waseffected by way of court approved plan of arrangement (the "Arrangement"). Inaddition, pursuant to the Arrangement there are no outstanding options topurchase SouthernEra Shares. The SouthernEra Shares and SouthernEra Warrantswill be delisted from the Toronto Stock Exchange on or about December 24, 2007and 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 andthe 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 ofthe C$2.00 exercise price (each a "Mwana Warrant") in exchange for eachSouthernEra Warrant. In addition, holders of options to purchase SouthernEraShares with an exercise price less than C$0.382 received a number of MwanaShares based on the amount by which C$0.382 exceeded the exercise price of suchoption and on the share exchange ratio under the Arrangement. Under the Arrangement, an additional 11,950,498 Mwana Shares have been issuedand allotted, conditionally upon admission to trading on AIM. Application hasbeen made and it is anticipated that the Mwana Shares will be admitted totrading on AIM at 8:00 am (London time) today. In addition, a total of 6,025,000Mwana Warrants were issued pursuant to the Arrangement. Following admission of the Mwana Shares to trading on AIM, the total issued andoutstanding share capital of Mwana is 337,933,819 Mwana Shares (including2,666,600 Mwana Shares currently held by Mwana in treasury as issued shares andto which no voting rights may be exercised). SouthernEra shareholders and warrantholders who have not yet sent to thedepositary, Computershare Investor Services Inc., letters of transmittal arereminded that they should do so. The final date for the completion andsubmission of letters of transmittal, together with the certificatesrepresenting their SouthernEra Shares or SouthernEra Warrants in order toreceive certificates representing Mwana Shares or certificates representingMwana warrants, is December 21, 2009, in respect of the SouthernEra Shares, andNovember 17, 2008, in respect of the SouthernEra Warrants. The depositary willbe able to assist former SouthernEra shareholders, warrantholders and holders ofoptions with an exercise price less than the Market Price in the event they haveinquiries 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 SouthernErashareholders, warrantholders and option holders, which is available on theSystem for Electronic Document Analysis and Retrieval website (www.sedar.com). IMPORTANT NOTICE The Mwana securities issued in connection with the Arrangement have not been andwill not be registered under the United States Securities Act of 1933, asamended (the "U.S. Securities Act") or the laws of any state or otherjurisdiction of the United States and are issued in reliance on an exemptionfrom the registration requirements of the U.S. Securities Act provided bySection 3(a)(10) thereof. Neither the U.S. Securities and Exchange Commissionnor any state securities commission in the United States has approved ordisapproved of the Mwana securities or passed upon the accuracy or adequacy ofthis document and any representation to the contrary is a criminal offence inthe United States. The Mwana securities received by any person in the UnitedStates that is an "affiliate" (within the meaning of Rule 144 of the U.S.Securities Act) of SouthernEra or Mwana before implementation of the Arrangementor that is an "affiliate" of Mwana after implementation of the Arrangement willbe subject to timing, manner of sale and volume restrictions on the sale ofMwana 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 theMwana warrants issued in exchange for SouthernEra Warrants by U.S. persons (asdefined in Regulation S under the U.S. Securities Act) is subject to certainconditions. This press release does not constitute or form part of any offer to sell orinvitation to purchase any securities or solicitation of an offer to buy anysecurities, pursuant to the Arrangement or otherwise. This press release may contain forward-looking statements with respect to theArrangement and the transactions contemplated thereby, including the businesscombination of Mwana and SouthernEra, SouthernEra's and Mwana's financialcondition, results of operations, business, prospects, plans, objectives, goals,strategies, future events, capital expenditures, and exploration and developmentefforts. 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 arereasonable, neither Mwana nor SouthernEra, as applicable, can be certain thatthese 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 Mwanatake-over bid circular dated July 27, 2007 or the Proxy Circular. Thesestatements include comments regarding: operations and synergies of the combinedentity, the establishment and estimates of mineral reserves and mineralresources, production, production commencement dates, production costs, grade,processing capacity, potential mine life, feasibility studies, developmentcosts, capital and operating expenditures, exploration, the closing of certaintransactions including acquisitions and offerings, and Mwana's expansion plans. For further information concerning Mwana, visit http://www.mwanaafrica.com/. For further information concerning SouthernEra, visit http://www.www.southernera.com/. Neither the Toronto Stock Exchange nor the London Stock Exchange has reviewedand does not accept responsibility for the adequacy or accuracy of this release. Enquiries: Mwana Africa PLC Oliver Baring, Chairman Tel. +44 20 7654 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 Mwana Africa plcDevon House12-15 Dartmouth StreetLondonSW1H 9BL A copy of the early warning report filed by Mwana pursuant to Canadiansecurities laws can be obtained from the individuals identified above at Mwana. Ryan Gaffney Tel. +44 20 7050 6500Canaccord Adams Limited Michael BarmanDealer Manager, Canaccord Adams Limited Tel. +1 416 869 7216 Tom Randell or Anca Spiridon Tel. +44 20 7653 6620Merlin SouthernEra Diamonds Inc. Mr. Alasdair MacPhee, CEOTelephone: (416) 359-9282Fax: (416) 359-9141E-mail: inbox@southernera.comwww.southernera.com This information is provided by RNS The company news service from the London Stock Exchange