December 24, 2007

Mwana Africa completes acquisition SouthernEra Diamonds inc.


by Jo Black

Mwana Africa PLC has acquired all of the issued and outstanding Class A common shares of SouthernEra not already owned by Mwana and its affiliates and all of the issued and outstanding Series A warrants of SouthernEra. The acquisition was effected by way of court approved plan of arrangement (the “Arrangement”). In addition, pursuant to the Arrangement there are no outstanding options to purchase SouthernEra Shares. The SouthernEra Shares and SouthernEra Warrants will be delisted from the Toronto Stock Exchange on or about December 24, 2007 and 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 and the 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 of the C$2.00 exercise price (each a “Mwana Warrant”) in exchange for each SouthernEra Warrant. In addition, holders of options to purchase SouthernEra Shares with an exercise price less than C$0.382 received a number of Mwana Shares based on the amount by which C$0.382 exceeded the exercise price of such option and on the share exchange ratio under the Arrangement.

Under the Arrangement, an additional 11,950,498 Mwana Shares have been issued and allotted, conditionally upon admission to trading on AIM. Application has been made and it is anticipated that the Mwana Shares will be admitted to trading on AIM at 8:00 am (London time) today. In addition, a total of 6,025,000 Mwana Warrants were issued pursuant to the Arrangement.

Following admission of the Mwana Shares to trading on AIM, the total issued and outstanding share capital of Mwana is 337,933,819 Mwana Shares (including 2,666,600 Mwana Shares currently held by Mwana in treasury as issued shares and to which no voting rights may be exercised).

SouthernEra shareholders and warrantholders who have not yet sent to the depositary, Computershare Investor Services Inc., letters of transmittal are reminded that they should do so. The final date for the completion and submission of letters of transmittal, together with the certificates representing their SouthernEra Shares or SouthernEra Warrants in order to receive certificates representing Mwana Shares or certificates representing Mwana warrants, is December 21, 2009, in respect of the SouthernEra Shares, and November 17, 2008, in respect of the SouthernEra Warrants. The depositary will be able to assist former SouthernEra shareholders, warrantholders and holders of options with an exercise price less than the Market Price in the event they have inquiries as to how to complete their letters of transmittal.

Story link: Mwana Africa completes acquisition SouthernEra Diamonds inc.




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