[Kictanet] FW: http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?id= 1393039&source=RNS

[Joseph Mucheru]

Many thanks for all your support people.


------ Forwarded Message
From: Teresa Miles Walsh <teresa at accessmediaadvisory.com>
Date: Fri, 26 Jan 2007 14:42:49 -0000
To: 'Richard Bell' <Richard.Bell at Wananchi.Com>, 'Mark Schneider'
<Mark at schneidermedia.net>, 'Joseph Mucheru' <mucheru at wananchi.com>, 'Richard
Essex' <richard.essex at pobox.com>
Cc: <tarek at accessmediaadvisory.com>, 'James Gachui' <gachui at 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 at accessmediaadvisory.com]
Sent: 26 January 2007 14:42
To: 'Richard Bell (Richard.Bell at Wananchi.Com)'; 'Mark Schneider'; 'Joseph
Mucheru'; 'Richard Essex'
Cc: 'tarek at accessmediaadvisory.com'; 'James Gachui (gachui at 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