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RNS Number:0799T
Mwana Africa PLC
16 March 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA
MWANA AFRICA PLC ANNOUNCES INTENTION TO MAKE A SHARE EXCHANGE OFFER VALUED AT
C$69.7 (#30.8) MILLION TO ACQUIRE ALL OUTSTANDING SHARES OF SOUTHERNERA DIAMONDS
INC. AT AN IMPLIED PRICE OF C$0.420 (#0.185) PER SHARE
OFFER REPRESENTS A 42.4% PREMIUM TO SOUTHERNERA SHAREHOLDERS
(ALL DOLLAR AMOUNTS ARE STATED IN CANADIAN $, STERLING EQUIVALENTS ARE
CALCULATED AT #1: $2.266)
London, March 16, 2007 - Mwana Africa Plc ("the Company" or "Mwana", AIM Symbol
MWA-L) announced today that it intends to make a share exchange take-over bid
(the "Offer") to acquire all of the outstanding common shares ("SouthernEra
Common Shares") of SouthernEra Diamonds Inc. ("SouthernEra", TSX Symbol SDM-T;
AIM Symbol SRE-L) on the basis of one Mwana ordinary share ("Mwana Ordinary
Shares") for every 2.3333 SouthernEra Common Shares held. The Company will
consider making appropriate proposals to option and warrant holders in due
course. SouthernEra is a Canadian based integrated diamond company holding
alluvial and kimberlite diamond exploration projects in the Democratic Republic
of Congo ("DRC"), an 18 per cent. carried interest in the Camafuca mine in
Angola, a 57 per cent. interest in the Klipspringer diamond mine in South Africa
and advanced diamond exploration projects in Canada.
The Offer would represent an implied offer price of approximately C$0.420
(#0.185) per SouthernEra Common Share (based on Mwana\'s 15 March, 2007 closing
price on the AIM market operated by the London Stock Exchange ("AIM") of #0.433)
and would value the outstanding SouthernEra Common Shares at approximately $69.7
million (#30.8 million). Based on the number of SouthernEra Common Shares
outstanding, as publicly disclosed, Mwana would issue up to an aggregate of 64.1
million Mwana Ordinary Shares to SouthernEra shareholders under the Offer which
would represent, if fully diluted, 20.6% of Mwana\'s Ordinary Shares (excluding
treasury shares) after giving effect to such issuance.
Based on the closing price of Mwana\'s Ordinary Shares on AIM on 15 March, 2007,
the implied offer price represents a premium of approximately 42.4% over the
closing price of SouthernEra Common Shares on the Toronto Stock Exchange of
C$0.295 as at 15 March, 2007.
The Company holds in aggregate a total of 16,457,500 SouthernEra Common Shares,
representing approximately 9.92% of the outstanding SouthernEra Common Shares.
In addition, the Company has entered into lock-up agreements with JP Morgan
Asset Management (UK) Limited ("JP Morgan") and OZ Management, L.L.C. ("OZ
Management"), both on behalf of certain of their managed funds, in respect to an
aggregate 36,743,330 SouthernEra Common Shares, representing approximately
22.14% of the outstanding SouthernEra Common Shares. Under the lock-up
agreements, the shareholders who are parties to the agreements have agreed to
tender their SouthernEra Common Shares to the Offer. JP Morgan and OZ Management
have agreed to tender an aggregate 15,898,416 SouthernEra Common Shares to the
Offer unconditionally, amounting to an aggregate 9.58% of the outstanding
SouthernEra Common Shares (which, when combined with the SouthernEra Common
Shares already held by Mwana, aggregates to 19.5% of the outstanding SouthernEra
Common Shares). JP Morgan and OZ Management have also agreed to tender an
aggregate 20,844,914 SouthernEra Common Shares representing 12.56% of the
outstanding SouthernEra Common Shares, on terms permitting the withdrawal of
such SouthernEra Common Shares in certain circumstances involving a competing
offer or transaction, as contemplated in SouthernEra\'s shareholder rights plan.
In the event of a competing offer or transaction that satisfies the requisite
criteria, Mwana has the right to match such offer. A copy of each lock-up
agreement is available to the public and may be obtained on request from the
Company.
"Mwana\'s strategy is to develop into a major resource group on the African
continent, exploiting opportunities across different countries and commodities,
and focusing on being one of the most efficient and low cost producers in
Africa. The strategy includes partnering with industry majors on new projects
and also being a preferred vehicle for African investors and entrepreneurs. The
proposal to merge Mwana and SouthernEra will allow the management of Mwana to
apply its skills to the projects owned by SouthernEra in the DRC and Angola"
said Mr. Baring, Chairman of Mwana.
Mwana holds exploration assets in a range of commodities in the DRC, Ghana and
in Zimbabwe, as well as production assets in Zimbabwe and the DRC, and has been
actively building an African diamond exploration and production business. In May
2006, Mwana acquired 20 per cent. of Societe Miniere de Bakwanga (\'MIBA\'), the
DRC\'s leading diamond producer based in Mbuji Mayi, signalling its entry into
the diamond industry and significantly strengthening its interests in the DRC.
Building on this, in November 2006 Mwana announced a proposed merger with
Gravity Diamonds Limited ("Gravity"), the diamond exploration business with
valuable exploration assets in the DRC, which is expected to complete during the
second quarter of this year.
"We look forward to SouthernEra\'s shareholders participating in the combined
group. We believe that Mwana\'s management has the drive, commitment and
experience to ensure that SouthernEra\'s various opportunities, in particular the
Badibanga and Tshikapa projects in the Kasai region and Camafuca project in
Angola, are developed in an economical and expeditious manner. The diamond
concessions of MIBA, Gravity and SouthernEra are contiguous in the DRC. We
believe that, developed together, they would form a solid foundation for a major
African diamond exploration and production business. This would be to the
benefit of both groups\' shareholders." said Mr. Baring.
Mwana has engaged Numis Securities Limited ("Numis") as financial adviser in
connection with the Offer.
Canaccord Adams Limited acts as Nominated Adviser and Joint Broker to Mwana in
the United Kingdom. JP Morgan Cazenove Limited also acts as Joint Broker to
Mwana in the United Kingdom.
Full details of the Offer will be included in a formal offer and take-over bid
circular to be mailed to SouthernEra shareholders (save where the directors of
Mwana consider that it is necessary or desirable to exclude certain SouthernEra
shareholders in certain jurisdictions from the Offer). Mwana will formally
request a list of SouthernEra\'s shareholders and expects to mail the offer and
take-over bid circular to SouthernEra\'s shareholders as soon as reasonably
practicable following receipt of the shareholder list.
The formal offer and take-over bid circular will be filed on SEDAR. SouthernEra
shareholders should read the circular and any other materials relating to the
Offer, copies of which can be obtained at the SEDAR website at www.sedar.com
(http://www.sedar.com).
About Mwana
Mwana is an AIM-listed pan-African natural resource company with a Portfolio of
producing and exploration assets in a range of commodities across Africa. These
include producing nickel and gold mines in Zimbabwe, gold exploration projects
in Ghana and gold, zinc and copper-cobalt projects in the DRC.
In May 2006, Mwana acquired 20 per cent. of Societe Miniere de Bakwanga
(\'MIBA\'), the country\'s leading diamond producer based in Mbuji Mayi, via its
purchase of Sibeka P/L, signalling its entry into the diamond industry and
significantly strengthening its interests in the DRC. MIBA has produced an
average of 6 million carats of diamonds per year over the past five years.
In November 2006, Mwana announced a proposed merger with Gravity Diamonds
Limited ("Gravity"), a diamond exploration company based in Australia and the
DRC, to be effected pursuant to two schemes of arrangement (the first between
Gravity and its shareholders and the second between Gravity and its listed
optionholders). It is anticipated that, subject to the receipt of shareholder,
optionholder and court approvals, the schemes will take effect during the second
quarter of this year.
Mwana has a strong management team with many years of combined experience of
project acquisition and development in Africa. Including SouthernEra\'s team of
experienced explorers and developers, Mwana\'s directors anticipate that the
combined group will be well positioned to become a potent force in diamond
exploration and development in Africa and Canada.
Important Notice
The Offer will not be made to, nor will deposits of SouthernEra Common Shares be
accepted from or on behalf of, U.S. persons or other holders of SouthernEra
Common Shares in any jurisdiction, including the United States, in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction or in which registration or other qualification of
Mwana Ordinary Shares to be issued in the Offer would be required by applicable
laws of such jurisdiction.
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