Asa Resources Regulatory News (ASA)

1 Jun 2007 07:01

Mwana Africa PLC01 June 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA UPDATE ON MWANA AFRICA PLC'S PROPOSED OFFER FOR SOUTHERNERA DIAMONDS INC London, June 1, 2007 - On 16 March 2007, Mwana Africa PLC ("the Company" or"Mwana", AIM Symbol MWA-L) announced its intention to make a share exchangetakeover offer ("Offer") to acquire all of the outstanding common shares ofSouthernEra Diamonds, Inc. ("SouthernEra") on the basis of one Mwana ordinaryshare for every 2.3333 SouthernEra common shares held. Since the announcement, Mwana has been working with its financial and legaladvisors and its independent accountants and geologists to prepare the formaloffering documents in compliance with the various regulatory and legal regimesin a number of jurisdictions. Mwana is committed to completing the offeringdocuments and to formally commencing the Offer as soon as practicable on theterms described in Mwana's 16th March announcement. In that connection, Mwana has amended the lock-up agreements that it haspreviously entered into with OZ Management, L.L.C. ("OZ Management"), on behalfof certain funds managed by it, so as to remove the requirement for the Offer tobe commenced within 80 days of the lock-up agreements having been entered into.In addition, OZ Management has agreed to extend the outside date contained inthe lock-up agreements to September 30, 2007. The outside date contained in thelock-up agreements that Mwana has also previously entered into with JP MorganAsset Management (UK) Limited, on behalf of certain funds managed by it, and BHPBilliton, respectively, is June 30, 2007. The total number of SouthernEra commonshares which are therefore owned by the Company or in respect of which theCompany has entered into lock-ups stands at 68,884,830, representingapproximately 39.76% of the total outstanding SouthernEra common shares. 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 The Offer will not be made to, nor will deposits of SouthernEra Common Shares beaccepted from or on behalf of, U.S. persons or other holders of SouthernEraCommon Shares in any jurisdiction, including the United States, in which themaking of the Offer or the acceptance thereof would not be in compliance withthe laws of such jurisdiction or in which registration or other qualification ofMwana Ordinary Shares to be issued in the Offer would be required by applicablelaws of such jurisdiction. 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). Neither the issuance of this news release by Mwana in connection with theproposed Offer nor the filing of early warning reports prescribed by applicableCanadian securities laws is an admission that an entity named in this newsrelease or such reports owns or controls any described securities or is a jointactor with another named entity. 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 5588Kalaa Mpinga, CEO or David Fish, CFO Tel. +27 11 883 9550/1Mwana 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 at Mwana. John Harrison, Managing DirectorNumis Securities Limited Tel. +44 20 7260 1000 Mark Ashurst, Managing DirectorCanaccord Adams Limited Tel. +44 20 7050 6500 Tom Randell or Maria SuleymanovaMerlin Tel. +44 20 7653 6620 This information is provided by RNS The company news service from the London Stock Exchange