Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

MWANA AFRICA PLC AND

SOUTHERNERA DIAMONDS INC.

 

ORDER

(Section 127)

WHEREAS Mwana Africa PLC ("Mwana") and SouthernEra Diamonds Inc. ("SouthernEra") have jointly applied to the Commission by letter dated August 29, 2007, for an order pursuant to Section 127 of the Act that trading cease in respect of any securities issued, or to be issued, under or in connection with the shareholder rights plan of SouthernEra dated March 29, 2004, as amended (the "Rights Plan") including, without limitation, in respect of the rights (the "Rights") issued under the Rights Plan and any Class A common shares of SouthernEra ("SouthernEra Shares") to be issued upon the exercise of the Rights;

AND WHEREAS Mwana has made an offer (the "Mwana Offer") to purchase any and all of the outstanding SouthernEra Shares other than the SouthernEra Shares owned by Mwana and its affiliates as described in an offer to purchase and circular dated July 27, 2007 as varied by a notice of variation dated August 24, 2007 mailed to SouthernEra shareholders other than shareholders that are U.S. persons (as that term is defined in Regulation S of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) or that are in the United States;

AND WHEREAS Mwana and SouthernEra have consented to the issuance of this order effective as of 4:59 p.m. (Toronto Time) on September 5, 2007 in respect of the Mwana Offer;

AND WHEREAS staff of the Commission have recommended that the Commission issue this order;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS HEREBY ORDERED THAT, pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities issued, or to be issued, under or in connection with the Rights Plan including, without limitation, in respect of the Rights issued under the Rights Plan and any SouthernEra Shares to be issued upon the exercise of the Rights, shall cease to be effective as of 4:59 p.m. (Toronto Time) on September 5, 2007.

Dated at Toronto, this 4th day of September, 2007.

"Kevin Kelly"
Commissioner
Ontario Securities Commission
 
"Harold Hands"
Commissioner
Ontario Securities Commission