BowLeven: FirstAfrica Offer Unconditional

The Board of BowLeven plc said that, subject to the admission of new BowLeven shares to trading on AIM, the recommended all-share offer made by Jefferies International Limited on behalf of BowLeven for FirstAfrica was on Friday declared wholly unconditional.

As at 3 p.m. on 25 January 2007, valid acceptances had been received in respect of 2,467,520,627 FirstAfrica Shares (representing approximately 92.21 percent. of FirstAfrica's existing issued share capital).

The Board of BowLeven today allotted (conditional upon Admission) an aggregate of 12,986,737 New BowLeven Shares to those holders of FirstAfrica Shares from whom valid acceptances had been received in respect of FirstAfrica Shares by 3 p.m. on 25 January 2007. Application for the Admission of those New BowLeven Shares to trading on AIM has been made to the London Stock Exchange. It is expected that Admission of the New BowLeven Shares so allotted to trading on AIM will become effective and that dealings will commence at 8 a.m. on 30 January 2007.

Prior to the posting of the Offer Document, BowLeven had received irrevocable undertakings from the FirstAfrica Directors that own FirstAfrica Shares and certain other FirstAfrica Shareholders to accept the Offer in respect of, in aggregate, 776,935,971 FirstAfrica Shares representing approximately 29.04 per cent. of the existing issued FirstAfrica Shares. BowLeven has received valid acceptances with respect to all of these irrevocable undertakings.

As described in the Offer Document, as BowLeven has received acceptances under the Offer in respect of 90 percent. or more of the FirstAfrica Shares to which the Offer relates, BowLeven will as soon as practicable give notice to those FirstAfrica Shareholders who have not accepted the Offer informing them that it will compulsorily acquire their FirstAfrica Shares by applying sections 428 to 430F of the Companies Act 1985.

As described in the Offer Document, subject to the AIM Rules, BowLeven intends to procure the making of an application by FirstAfrica to the London Stock Exchange for the cancellation of the admission to trading of FirstAfrica Shares on AIM. It is anticipated that cancellation of admission to trading will take effect no earlier than 26 February 2007. The cancellation of admission to trading on AIM of FirstAfrica Shares will significantly reduce the liquidity and marketability of any FirstAfrica Shares not assented to the Offer and their value may be affected in consequence.

Settlement of consideration

Settlement of the consideration to which FirstAfrica Shareholders are entitled pursuant to the Offer shall be dispatched (or, in the case of FirstAfrica Shareholders holding their FirstAfrica Shares held in uncertificated form, shall be credited through CREST): (i) in the case of FirstAfrica Shareholders who validly accepted the Offer by 3 p.m. on 25 January 2007, on or before 13 February 2007; and (ii) in the case of FirstAfrica Shareholders who validly accept after 3 p.m. on 25 January 2007, within 14 days of the receipt of such acceptances.

The Offer remains open for acceptance until further notice.

Terms defined in the Offer Document dated 22 December 2006 have the same meaning in this announcement, except that the BowLeven Board now no longer includes Mr Jerry Anthony.


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