Asa Resources Regulatory News (ASA)

8 May 2007 07:04

Mwana Africa PLC08 May 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA MWANA AFRICA PLC ANNOUNCES THAT IT HAS ENTERED INTO AN ADDITIONAL LOCK-UP AGREEMENT TO ACQUIRE 15,684,000 SOUTHERNERA COMMON SHARES, REPRESENTING APPROXIMATELY 9.05% OF THE OUTSTANDING SOUTHERNERA COMMON SHARES MWANA NOW HOLDS OR HAS ENTERED INTO LOCK-UP AGREEMENTS IN RESPECT OF 68 884 830 SOUTHERNERA COMMON SHARES, REPRESENTING 39.76% OF THE OUTSTANDING SOUTHERNERA COMMON SHARES (ALL DOLLAR AMOUNTS ARE STATED IN CANADIAN $, STERLING EQUIVALENTS ARE CALCULATED AT £1: $2.266) London, May 8, 2007 - Mwana Africa Plc ("the Company" or "Mwana", AIM SymbolMWA-L) announced on March 16, 2007 that it intends to make a share exchangetake-over bid (the "Offer") to acquire all of the outstanding common shares("SouthernEra Common Shares") of SouthernEra Diamonds Inc. ("SouthernEra", TSXSymbol SDM-T) on the basis of one Mwana ordinary share ("Mwana Ordinary Shares")for every 2.3333 SouthernEra Common Shares held. Further to the announcement of March 16, 2007, the Company is pleased toannounce that it has since entered into a lock-up agreement with BHP Billiton.Under the lock-up agreement, BHP Billiton has agreed to tender and deposit invalid acceptance of the Offer an aggregate 15,684,000 SouthernEra Common Sharesrepresenting approximately 9.05% of the outstanding SouthernEra Common Shares,on terms permitting the withdrawal of such SouthernEra Common Shares in certaincircumstances involving a competing offer or transaction, as contemplated inSouthernEra's shareholder rights plan. In the event of a competing offer ortransaction that satisfies the requisite criteria, Mwana has the right to matchsuch offer. The Company currently holds in aggregate a total of 16,457,500 SouthernEraCommon Shares, representing approximately 9.50% of the outstanding SouthernEraCommon Shares. The Company has also previously entered into lock-up agreementswith JP Morgan Asset Management (UK) Limited and OZ Management, L.L.C., both onbehalf of certain of their managed funds. With this additional lock-up with BHPBilliton, this brings the total number of SouthernEra Common Shares whichSouthernEra shareholders have agreed to tender and deposit with the Company invalid acceptance of the Offer to 52,427,330, representing approximately 30.26%of the total SouthernEra Common Shares in issue. The total number of SouthernEraCommon Shares which are therefore owned by the Company or in respect of whichthe Company has entered into lock-ups now stands at 68,884,830, representingapproximately 39.76% of the total SouthernEra Common Shares in issue. The Company has been advised by BHP Billiton that the SouthernEra Common Sharesbeneficially owned by BHP Billiton are subject to a right of first refusal (the"ROFR") in favour of SouthernEra. Accordingly, BHP Billiton is obliged underits lock-up agreement to trigger the ROFR and to otherwise strictly comply withthe terms and conditions of the ROFR, and insist upon strict compliancetherewith by SouthernEra. Subject to the successful completion of the Offer by the Company for theSouthernEra Common Shares and the acquisition by the Company of Gravity DiamondsLimited, BHP Billiton will hold 10,710,332 shares in the Company whichrepresents 4.30% of the Company's current shares in issue. Oliver Baring, Executive Chairman of Mwana, commented, "It is encouraging tohave secured the support of BHP Billiton for our two proposed transactions,firstly with Gravity Diamonds and now also with SouthernEra Diamonds. Mwana seesa compelling commercial logic in combining the diamond assets of SouthernEra,Gravity and Mwana to create a single strong and highly efficient diamondbusiness. The opportunities in the DRC are exciting and we hope to be a majorbeneficiary with a balanced and profitable diamond exploration and productionbusiness." A copy of each lock-up agreement is available to the public and may be obtainedon request from the Company. The Company has engaged Numis Securities Limited ("Numis") as financial adviserin connection with the Offer. Canaccord Adams Limited acts as Nominated Adviser and Joint Broker to Mwana inthe United Kingdom. JP Morgan Cazenove Limited also acts as Joint Broker toMwana in the United Kingdom. Important Notice This announcement 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. The Offer will be made solely bythe formal offer and take-over bid circular, which will contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. This announcement is for information purposes and is not a substitute for theformal offer and take-over bid circular. Copies of the offer and take-over bidcircular and other materials relating to the Offer can be obtained when theybecome available free of charge at the SEDAR website at www.sedar.com (http://www.sedar.com). This Announcement may contain "forward looking statements" concerning, amongother things, the completion of anticipated transactions, the ability of theCompany to obtain future synergies or efficiencies from any combination, thetiming or success of further exploration and development activities and futureproduction by the Company. The words "expect", "will", "intend", "estimate" andsimilar expressions identify forward-looking statements. There can be noassurance that the plans, intentions or expectations upon which these forwardlooking statements and information are based will occur. "Forward lookingstatements" are subject to a variety of risks, uncertainties and assumptions.Some of the factors which could affect future results and could cause results todiffer materially from those expressed in the forward looking statements andinformation contained herein include: market prices, exploitation andexploration successes, continued availability of capital and financing andgeneral economic, market, business or governmental conditions. Forward-lookingstatements are based on the beliefs, estimates and opinions of management at thedate the statements are made and are subject to change without notice. TheCompany does not undertake to update forward-looking statements if managementbelieves, estimates or opinions or other circumstances should change. TheCompany also cautions potential investors that mineral resources that are notmaterial reserves do not have demonstrated economic viability. 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 5588 Kalaa 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 the Company pursuant to Canadiansecurities laws can be obtained from the individuals identified above atMwana. John Harrison, Managing Director Numis Securities Tel. +44 20 7260 1000Limited Canaccord Adams Limited Tel. +44 20 7050 6500Mark Ashurst, Managing Director Merlin, PRTom Randell or Maria Suleymanova Tel. +44 20 7653 6620 This information is provided by RNS The company news service from the London Stock Exchange