Many thanks for all your support people. ------ Forwarded Message From: Teresa Miles Walsh <teresa@accessmediaadvisory.com> Date: Fri, 26 Jan 2007 14:42:49 -0000 To: 'Richard Bell' <Richard.Bell@Wananchi.Com>, 'Mark Schneider' <Mark@schneidermedia.net>, 'Joseph Mucheru' <mucheru@wananchi.com>, 'Richard Essex' <richard.essex@pobox.com> Cc: <tarek@accessmediaadvisory.com>, 'James Gachui' <gachui@wananchi.com> Subject: RE: http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id=1 393039&source=RNS In case anyone has trouble with the link above, here is the text of the announcement Company Africa Telecoms Company Limited TIDM Headline Revised Offer Update Released 14:25 26-Jan-07 Number 2251Q RNS Number:2251Q Africa Telecoms Company Limited 26 January 2007 This announcement is not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so. 26 January 2007 AFRICA TELECOMS COMPANY LIMITED INCREASED CASH OFFER FOR THE AFRICAN LAKES CORPORATION LIMITED Summary •The board of Africa Telecoms Company Limited ("ATC") today announces its intention to make an increased cash offer ("the Revised Offer") to acquire the whole of the issued and to be issued ordinary share capital of The African Lakes Corporation Limited ("TALC"). •The Revised Offer of £18.50 in cash per TALC Share values the existing issued ordinary share capital of TALC at approximately £5.04 million. •Certain TALC shareholders have irrevocably undertaken to accept the Revised Offer in respect of 143,426 TALC Shares in aggregate, representing approximately 52.66 per cent. of the issued ordinary share capital of TALC. Commenting on the Revised Offer, Richard Bell, Director of ATC said, "The revised offer of £18.50 per share in cash represents a significant increase over our original offer and I am delighted that it has won the support of African Lakes' major institutional shareholder. We are looking forward to implementing our exciting plans for building a pan-African ICT infrastructure". This summary should be read in conjunction with the full text of this announcement. Terms used but not defined in this announcement shall have the meanings given to them in the announcement by ATC on 28 December 2006 of an offer for TALC ("the Original Announcement"). Enquiries ATC Richard Bell 07772 251 772 Smith & Williamson Corporate Finance Limited, Adviser to ATC Nicola Horton 020 7131 4000 Access Media Advisory Limited, Adviser to ATC Teresa Miles Walsh 020 7659 5525 REVISED CASH OFFER BY AFRICA TELECOMS COMPANY LIMITED FOR THE AFRICAN LAKES CORPORATION LIMITED 1. Introduction The board of ATC today announces the terms of an increased cash offer ("the Revised Offer"), to be made by ATC, to acquire the whole of the issued and to be issued ordinary share capital of TALC. The Revised Offer will be subject to certain conditions set out or referred to in Appendix I. 2. The Revised Offer ATC will offer to acquire, on the terms and subject to the conditions set out or referred to in Appendix I and to be set out in the document containing the Revised Offer ("the Revised Offer Document") and the related Form of Acceptance, the entire issued and to be issued ordinary share capital of TALC on the following basis: £18.50 in cash for each TALC Share The Revised Offer values the existing issued ordinary share capital of TALC at approximately £5.04 million. The Revised Offer will extend to all TALC Shares unconditionally allotted or issued on the date of the Revised Offer together with any further such shares which are unconditionally allotted or issued while the Revised Offer remains open for acceptance or until such earlier date as, subject to the Code, ATC may determine. The TALC Shares to be acquired by ATC pursuant to the Revised Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after the date of this announcement. 3. Financing The cash payable under the Revised Offer will be provided by ATC from its existing cash resources. Schneider Media & Holding Group LLC and The African Technology Media & Telecommunications Investment Company Limited have irrevocably undertaken to accept the Revised Offer but have also irrevocably undertaken to set off their entitlement to receive cash under the Revised Offer against an existing debt (in relation to subscription monies for their shares in ATC) owed by them to ATC. Smith & Williamson confirms that it is satisfied that resources are available to ATC sufficient to satisfy acceptance of the Revised Offer by all TALC Shareholders other than Schneider Media & Holding Group LLC and The African Technology Media & Telecommunications Investment Company Limited. 4. Information on ATC ATC is a newly incorporated company, which has been formed for the purpose of making the Offer. Since incorporation, it has not traded or entered into any material obligations other than in connection with the Offer, the Revised Offer and the financing thereof. The sole director of ATC is Richard Bell, who was until 10 August 2006 a non-executive director of TALC. ATC is currently owned by the following entities and individuals, in the following shares: Schneider Media & Holding Group LLC, approximately 58.3 per cent. Wananchi Online Limited (a Kenyan Internet Service Provider), approximately 28.5 per cent. The African Technology Media & Telecommunications Investment Company Limited (which is majority owned by Richard Bell and managed by East Africa Capital Partners, a private equity fund manager, of which Richard Bell is the Managing Partner), approximately 11.4 per cent. Philadelphia Investors, Limited (Ltd.), approximately 1.8 per cent. 5. Revised Offer Document A Revised Offer Document making the Revised Offer and containing the full terms and conditions of the Revised Offer will be posted as soon as practicable to TALC Shareholders. 6. Disclosure of interests ATC's shareholders' interests in TALC are as follows: • Schneider Media & Holding Group LLC holds 39,080 TALC Shares, representing approximately 14.35 per cent. of the Company's issued share capital. • The African Technology Media & Telecommunications Investment Company Limited (which is majority owned by Richard Bell and managed by East Africa Capital Partners, a private equity fund manager, of which Richard Bell is the Managing Partner), holds 35,000 TALC Shares, representing approximately 12.85 per cent. of the Company's issued share capital. Smith & Williamson Investment Management Limited, a 100 per cent. subsidiary of Smith & Williamson Holdings Limited, Smith & Williamson's parent company, manages funds on a discretionary basis on behalf of 5 clients who hold, in aggregate, 16 TALC Shares and on a non-discretionary basis on behalf of 6 clients who hold, in aggregate, 113 TALC Shares. Save for these interests, neither ATC, nor the ATC Director, nor any party acting in concert with ATC owns or controls any TALC Shares or holds any options or rights to acquire or subscribe for any TALC Shares or any derivative referenced to TALC Shares. 7. Undertakings in relation to the Revised Offer Schneider Media & Holding Group LLC, The African Technology Media & Telecommunications Investment Company Limited and Credit Suisse Client Nominees (UK) Limited have given irrevocable undertakings to ATC to accept, or procure the acceptance of, the Revised Offer in respect of, in aggregate, 143,426 TALC Shares, representing approximately 52.66 per cent. of TALC's issued ordinary share capital. These irrevocable undertakings will continue to be binding even in the event of a competing offer being made for TALC. Each of the irrevocable undertakings will cease to be binding if the Revised Offer is not made, is withdrawn or lapses. Save for these irrevocable undertakings, neither ATC nor any persons acting in concert with ATC has any arrangement in relation to TALC Shares, or any securities convertible or exchangeable into TALC Shares or options (including traded options) in respect of, or derivatives referenced to, TALC Shares. For these purposes "arrangement" includes an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities. 8. TALC Share Option Scheme The Revised Offer extends to any shares unconditionally allotted or issued fully paid (or credited as fully paid) pursuant to the exercise of options under the TALC Share Option Scheme prior to the date on which the Revised Offer closes (or such earlier date as ATC, subject to the Code, may determine). ATC will make appropriate proposals to participants in the TALC Share Option Scheme in due course which would take effect after the Revised Offer has become or has been declared wholly unconditional, to the extent that their options have not been exercised. 9. Settlement and compulsory acquisition The consideration will, in relation to TALC Shareholders who validly accept the Revised Offer up to the time the Revised Offer becomes or is declared unconditional in all respects, be despatched not later than 14 days after the Revised Offer becomes or is declared unconditional in all respects, or thereafter within 14 days of receipt of acceptance of the Revised Offer. If ATC receives acceptances under the Revised Offer in respect of, and/or otherwise acquires 90 per cent. or more of the TALC Shares to which the Revised Offer relates and assuming all other conditions of the Revised Offer have been satisfied or waived (if they are capable of being waived), ATC will exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily the remaining TALC Shares to which the Revised Offer relates. 10. General This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Revised Offer should be made only on the basis of information referred to in the Revised Offer Document and the Form of Acceptance. The Revised Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so. The Revised Offer will be on the terms and will be subject to the conditions which are set out or referred to in Appendix I hereto and in addition to those terms which will be set out in the formal Revised Offer Document and the Form of Acceptance in respect thereof. Smith & Williamson, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ATC and for no one else in connection with the Revised Offer and the matters described herein and will not be responsible to anyone other than ATC for providing the protections afforded to its customers or for giving advice in relation to the Revised Offer or any other matter referred to herein. The ATC Director accepts responsibility for the information contained in this announcement save that the sole responsibility accepted by the ATC Director in respect of information relating to TALC, the directors of TALC and persons connected with them has been to ensure that it has been correctly compiled from published resources and is fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the ATC Director (who has taken all reasonable care to ensure that such is the case) the information contained in this announcement for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement may contain certain forward-looking statements concerning the Revised Offer, ATC and TALC. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. ATC assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 11. Dealing disclosure requirements Under the provisions of rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent. or more of any class of ''relevant securities'' of TALC, all ''dealings'' in any ''relevant securities'' of TALC (including by means of an option in respect of, or a derivative referenced to, any such ''relevant securities'') must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Revised Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ''offer period'' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ''interest'' in ''relevant securities'' of TALC, they will be deemed to be a single person for the purpose of rule 8.3. Under the provisions of rule 8.1 of the Code, all ''dealings'' in ''relevant securities'' of TALC by ATC or TALC, or by any of their respective ''associates'', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table giving details of the companies in whose ''relevant securities'' ''dealings'' should be disclosed and the number of such securities in issue can be found on the Panel's website at www.thetakeoverpanel.org.uk. ''Interests in securities'' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ''interest'' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a ''dealing'' under rule 8, you should consult the Panel. Terms used but not defined in this announcement shall have the meanings given to them in the announcement by ATC on 28 December 2006 of an offer for TALC. APPENDIX I CONDITIONS OF THE REVISED OFFER The Revised Offer will be subject to the same conditions as set out or referred to in the Original Announcement other than a reduction in the minimum acceptance level in condition (a) as set out below: (a) valid acceptances of the Revised Offer being received (and not, where permit ted, withdrawn) by 1.00 p.m. on the first closing date of the Revised Offer (or such later times and/or dates as ATC may, subject to the rules of the Code, decide) in respect of not less than 50 per cent. in nominal value of the TALC Shares to which the Revised Offer relates plus one TALC Share, provided that this condition will not be satisfied unless ATC and/or any of its associates shall have acquired or agreed to acquire, whether pursuant to the Revised Offer or otherwise, TALC Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of TALC including, to the extent (if any) required by the Panel, any voting rights attaching to any TALC Shares which are unconditionally allotted before the Revised Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition: (i) TALC Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; and (ii) the expression "TALC Shares to which the Revised Offer relates" and "associates" shall be construed in accordance with sections 428 to 430F of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange END -----Original Message----- From: Teresa Miles Walsh [mailto:teresa@accessmediaadvisory.com] Sent: 26 January 2007 14:42 To: 'Richard Bell (Richard.Bell@Wananchi.Com)'; 'Mark Schneider'; 'Joseph Mucheru'; 'Richard Essex' Cc: 'tarek@accessmediaadvisory.com'; 'James Gachui (gachui@wananchi.com)' Subject: http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id=1 393039&source=RNS Congrats! See attached revised offer announcement declaring you have received 52.66% of the votes T ------ End of Forwarded Message