Asa Resources Regulatory News (ASA)

10 Sep 2007 07:02

Mwana Africa PLC10 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES MWANA AFRICA PLC ANNOUNCES ADDITIONAL TAKE-UP OF SHARES UNDER ITS OFFER FOR SOUTHERNERA DIAMONDS INC. MWANA NOW OWNS APPROXIMATELY 70.9% OF THE OUTSTANDING SOUTHERNERA SHARES London, 10 September, 2007 - Mwana Africa PLC ("Mwana" or "the Company", AIM:MWA-L) announces that it has taken up an additional 2.6 million Class A commonshares (the "SouthernEra Shares") of SouthernEra Diamonds Inc. ("SouthernEra")validly deposited to Mwana's offer for any and all of the SouthernEra Sharesother than SouthernEra Shares owned by Mwana and its affiliates (the "Offer").Mwana now beneficially owns a total of approximately 125.3 million SouthernEraShares or approximately 70.9% of the outstanding SouthernEra Shares. 47,754,282 ordinary shares (the "New Shares") of Mwana have been issued andallotted, conditionally upon admission to trading on AIM of the New Shares, aspayment for all SouthernEra Shares taken up to date. Application has been madeto AIM and it is anticipated that the New Shares will be admitted to trading onAIM at 8:00 a.m. on Monday, September 10, 2007. SouthernEra shareholders who validly deposit their shares prior to the expiry ofthe Offer at 5:00 p.m. (Toronto time) on September 17, 2007 will receive oneordinary share of Mwana (each, a "Mwana Share") for every 2.28 SouthernEraShares deposited. Fractional Mwana Shares will not be issued pursuant to theOffer and a cash payment will be made in lieu of any fractional Mwana Share tobe issued, as described in the offer to purchase and notice of variationdelivered in connection with the Offer. IMPORTANT NOTICE The Offer is not being made, directly or indirectly, to "U.S. persons" (as suchterm is defined in Regulation S of the United States Securities Act of 1933, asamended, the "U.S. Securities Act") or in or into the United States (includingits territories, possessions, each state thereof and the District of Columbia,the "United States") or any other jurisdiction where it would be unlawful to doso, or by use of the mails, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce, or by any facility of a national securities exchange of anyjurisdiction where it would be unlawful to do so, and the Offer will not becapable of acceptance by U.S. persons or by any such means, instrumentality orfacility from or within the United States or any other jurisdiction where itwould be unlawful to do so. Accordingly, copies of this press release, thedocuments describing the Offer and all other documents relating to the Offer arenot being, and must not be, mailed or otherwise forwarded, distributed or sentin, into or from the United States or any other jurisdiction where it would beunlawful to do so. Persons receiving such documents (including, withoutlimitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may invalidate any related purported acceptanceof 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 beoffered or issued in the United States or to, or for the account or benefit ofU.S. persons. Notwithstanding the forgoing and the other provisions of theOffer, Mwana may, in its sole discretion in certain limited circumstances offeror 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 willnot 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 soleresponsibility of Mwana, has been approved by Numis Securities Limited, TheLondon Stock Exchange Building, 10 Paternoster Square, London, England EC4M 7LS,solely for the purposes of section 21 of the United Kingdom's Financial Servicesand Markets Act 2000. Numis Securities Limited is acting exclusively for Mwanain connection with the Offer and no one else and will not be responsible toanyone other than Mwana for providing the protections afforded to clients ofNumis Securities Limited nor for providing advice in relation to the Offer orany other matter referred to in this press release. 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 Offer or otherwise. This press release contains forward-looking statements with respect to the Offerand the transactions contemplated thereby, including the proposed businesscombination of Mwana and SouthernEra, Mwana's financial condition, results ofoperations, business prospects, plans, objectives, goals, strategies, futureevents, capital expenditures, and exploration and development efforts. Wordssuch as "anticipates", "expects", "intends", "plans", "forecasts", "projects","budgets", "believes", "seeks", "estimates", "could", "might", "should", andsimilar expressions identify forward-looking statements. Although Mwana believesthat its plans, intentions and expectations reflected in these forward-lookingstatements are reasonable, Mwana cannot be certain that these plans, intentionsor expectations will be achieved. Actual results, performance or achievementscould differ materially from those contemplated, expressed or implied by theforward-looking statements contained in this press release. These statementsinclude comments regarding: operations and synergies of the combined entity, theestablishment and estimates of mineral reserves and mineral resources,production, production commencement dates, production costs, grade, processingcapacity, potential mine life, feasibility studies, development costs, capitaland operating expenditures, exploration, the closing of certain transactionsincluding acquisitions and offerings, and Mwana's expansion plans. For further information visit our web site at (http://www.mwanaafrica.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: Oliver Baring, Chairman Tel. +44 20 7654 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1 John Harrison, Managing Director Tel. +44 20 7260 1000Numis Securities Limited Mark Ashurst, Managing Director Tel. +44 20 7050 6500Canaccord Adams Limited Michael BarmanDealer Manager, Canaccord Adams Limited Tel. +1 416 869 7216 Tom Randell or Maria Suleymanova Tel. +44 20 7653 6620Merlin A copy of the early warning report filed by the Company pursuant to Canadiansecurities laws can be obtained from the individuals identified above at Mwana: Mwana Africa plcDevon House12-15 Dartmouth StreetLondonSW1H 9BL This information is provided by RNS The company news service from the London Stock Exchange