19th Jul 2007 07:01
Gem Diamonds Limited19 July 2007 The information contained herein is restricted and is not for publication,release or distribution, directly or indirectly, in or into the United States,Canada or Japan or to residents or citizens of Canada or Japan. 19 July 2007 RECOMMENDED CASH OFFER OF A$300M BY GEM DIAMONDS LIMITED FOR KIMBERLEY DIAMOND COMPANY NL Introduction Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") and Kimberley Diamond CompanyNL (ASX: KIM/AIM: KDC) ("Kimberley") are pleased to announce that they havereached agreement on the terms of a recommended cash offer by Gem Diamonds forall the issued and to be issued share capital of Kimberley. Gem Diamonds is pursuing an accelerated growth strategy both throughacquisitions and the development of existing assets which include a portfolio ofa producing kimberlite mine an alluvial mine, numerous development projects anda number of exploration assets with long-term prospects. Established in July2005, as at 18 July 2007 (being the last business day before this announcement)Gem Diamonds had an equity market capitalisation of approximately US$1.4billion. Kimberley is an independent ASX listed diamond producer operating the EllendaleDiamond Mine in Western Australia. The Ellendale mine produces gem and near gemquality diamonds including Kimberley's signature stone, the rare and highlyvaluable fancy yellow diamond. Highlights • Cash offer of A$0.70 for each Kimberley share, representing a premium of approximately 33% to Kimberley's closing share price on 16 July 2007. • Offer values Kimberley at A$300 million (circa US$263 million). • The offer is unanimously recommended by Kimberley's directors who, in the absence of a superior offer, have agreed to accept the offer in respect of their own holdings. • Gem Diamonds has entered into arrangements to acquire approximately 14.9% of Kimberley from a range of Kimberley shareholders at the offer price of A$0.70. • Gem Diamonds will provide Kimberley with a A$10 million short term loan facility for working capital purposes. • Gem Diamonds intends to leverage its financial strength and technical expertise to deliver on the full potential of Kimberley's assets. • Production of high value fancy diamonds from Ellendale, Kimberley's primary mine, is strategically attractive to Gem Diamonds. • Following Gem Diamonds' acquisition of Cempaka, the acquisition of Ellendale further enhances Gem Diamonds' global diversity. Commenting on the offer, Clifford Elphick, Chairman and CEO of Gem Diamonds,said: "Gem Diamonds is pleased to announce this offer for Kimberley which enjoys thefull support of the boards of both companies. Whilst the Ellendale operation has faced challenges, I have no doubt that GemDiamonds' technical expertise combined with its ongoing support of the currentoperational and technical management will ensure these challenges are overcome.Gem Diamonds' management is committed to the Ellendale staff and look forward toworking with them to develop the mine to its full potential. Kimberley presents a strong strategic fit within Gem Diamonds; both with thegeographic diversification it contributes to the Group as well as with its highvalue fancy diamond production. Over time I am confident that these fancydiamonds will achieve higher prices when sold in combination with the high valueLetseng diamonds. This will be Gem Diamonds' third acquisition since it floated on the LSE inFebruary, and its largest to date. Ellendale brings a third producing asset tothe Gem Diamonds portfolio and takes Gem Diamonds a step closer to its ambitionof becoming one of the world's leading diamond producers." Commenting on the offer, Miles Kennedy, Executive Chairman of Kimberley, said: "This recommended cash offer will reposition Kimberley's Ellendale Projectwithin the broader portfolio of international diamond assets assembled by GemDiamonds. Gem Diamonds brings the required balance sheet strength to completethe production ramp-up at Ellendale and optimize production and marketingstrategies to ensure the longevity of the operation." Bid Conditions The offer is subject the conditions which are set out in Appendix I to thisannouncement. The acquisition of Kimberley may constitute a Class 1 Transaction (as defined inthe Listing Rules of the United Kingdom Financial Services Authority) for GemDiamonds. If so, Gem Diamonds will be required to seek the approval of its shareholders atan extraordinary general meeting ("EGM") of Gem Diamonds. In this event, acircular containing the time, date and venue of the Gem Diamonds EGM will besent to Gem Diamonds shareholders as soon as is reasonably practicable. Implementation Agreement Gem Diamonds and Kimberley have entered into an Implementation Agreement inconnection with the offer. Key terms of the Implementation Agreement include: Gem Diamonds to provide working capital facility Gem Diamonds has agreed to make available to Kimberley a facility for an amountof up to A$10 million for working capital purposes. Break fee Kimberley and Gem Diamonds have agreed that Kimberley will pay to Gem Diamonds afee of A$2 million on the occurrence of certain agreed events at any timefollowing this announcement, including if: • any Kimberley director fails to recommend the offer or makes a publicstatement which withdraws, revises revokes or qualifies any recommendation madepreviously; or • any Kimberley director recommends, promotes or otherwise endorses anyproposal which competes with or would materially prejudice the prospects ofsuccess of the offer; or • a person other than Gem Diamonds or an associate of Gem Diamondsdirectly or indirectly acquires a legal or beneficial interest in, or controlof, 50% or more of the Kimberley shares or (from Kimberley) the share capital ofany of Kimberley's subsidiaries or acquires an interest in all or part of theassets of Kimberley and its subsidiaries. Exclusivity and Non-Solicitation Subject to its fiduciary duties to its shareholders, Kimberley has also agreedthat, until the end of the offer period or the date which is six months afterthe date of the Implementation Agreement (whichever is earlier), not to solicitor initiate any other competing transaction. Financing The funds required to complete the offer will come from Gem Diamonds' existingcash reserves. Timetable Gem Diamonds expects to send its offer documentation (known as the Bidder'sStatement) to Kimberley shareholders by 16 August 2007. Enquiries: Gem Diamond Technical Services (Pty) LtdStephen Wetherall +27 82 418 8735Angela Parr +27 83 578 3885 Kimberley Diamond Company NLMiles Kennedy, Karl Simich or Arran Gracie +61 8 9321 5887 Pelham PR(Public Relations Adviser to Gem Diamonds Limited)Candice Sgroi +44 207 743 6376 +44 7894 462 114 Read Corporate (incorporating Jan Hope & Partners)(Public Relations Advisers to Kimberley Diamond Company NL)Nicholas Read +61 8 9388 1474 +61 419 929 046Gresham Advisory Partners Limited(Financial Adviser to Gem Diamonds Limited)Michael Ashforth +61 8 9486 7077 JPMorgan Cazenove(Corporate Broker to Gem Diamonds Limited)Ian Hannam + 44 207 588 2828Neil Passmore Argonaut and CIBC World Markets(Joint Financial Advisers to Kimberley Diamond Company NL)Charles Fear (Argonaut) +61 8 9224 6888Neil Johnson (CIBC World Markets) +61 2 9275 1306 Notes to Editors: 1. Information relating to Gem Diamonds Gem Diamonds is a diamond mining company with a balanced portfolio of aproducing kimberlite mine, a producing alluvial mine, development projects andlong-term prospects. Established in July 2005, Gem Diamonds is pursuing anaccelerated growth strategy and aims to become one of the world's leadingdiamond producers. Gem Diamonds currently has one producing kimberlite mine, Letseng, in Lesotho, a producing alluvial mine Cempaka in Indonesia, a kimberlitedevelopment project in Botswana, four development projects in the DemocraticRepublic of Congo, one in the Central African Republic and an option to developthe Chiri kimberlite concession in Angola. Gem Diamonds has a specific focustowards higher value diamonds, a segment of the market that its managementbelieves will deliver superior long-term returns. Gem Diamonds listed on the London Stock Exchange in February 2007, raising overUS$600 million (net of expenses) to fund development of its existing assets aswell as to pursue acquisitive growth opportunities. 2. Information relating to Kimberley Kimberley is an independent diamond producer listed on the Australian SecuritiesExchange (ASX: KIM) and the AIM of the London Stock Exchange (AIM: KDC). With its corporate headquarters based in Perth, Western Australia, Kimberleysupplies high quality, conflict-free rough diamonds to world markets from its100%-owned Ellendale Project, located some 2,000km north of Perth in WesternAustralia's Kimberley region. During the first half of calendar 2007, the Ellendale Project continued itsproduction ramp-up with the objective of achieving long-term, steady-stateproduction levels. This represented the culmination of five years of infrastructure and miningdevelopment - amounting to a total investment of approximately A$150 million.This timeframe to full-scale production is well below the industry average formajor diamond operations of approximately 8 years. Ellendale produces predominantly gem and near-gem quality diamonds with a "signature stone" of the rare and highly valuable fancy yellow diamond. During its ramp-up phase from the commencement of mining in mid-2002 through tothe end of financial year 2007, the Ellendale mining operations processed morethan 11 million tonnes of ore, resulting in the recovery of over 700,000 caratsand generating sales revenue of A$165 million. Following the completion of several staged expansions, the Project now comprisestwo separate mining and production centres within a 124 sq km mining lease. Pipe9 (47 hectares) has two processing facilities, the 3.3mtpa East Plant and0.6mtpa West Plant, while Pipe 4 (76 hectares), located approximately 15km tothe south east, has the 4.4mtpa South Plant. This amounts to a combined 8.3mtpa processing name plate capacity when in steadystate production, which should underpin annual carat production of more than600,000. Kimberley is also actively exploring the 124 km2 Ellendale Mining Lease whichcontains some 46 lamproite pipes and over 100 exploration targets with thepotential to deliver future production and cash flow opportunities in additionto currently identified resources (78 million tonnes at 6.4 carats per hundredtonnes for approximately 5 million contained carats at 30 June 2006). Kimberley also holds a 40% interest in the ASX-listed diamond explorer andemerging producer Blina Diamonds NL, which controls a high-quality 1,800 km2tenement package covering and surrounding the central core of the EllendaleProject, including 50 identified lamproite pipes and a number of diamondiferousalluvial channels. For the year ended 30 June 2006, Kimberley reported revenue of A$35.9 million,loss before tax of A$16.0 million, and as at 30 June 2006 had net assets ofA$125.1 million and gross assets of A$193.0 million. In the six months to 31December 2006, Kimberley reported revenue of A$19.8 million, loss before tax ofA$10.8 million and as at 31 December 2006 had net assets of A$182.9 million andgross assets of A$260.9 million. _____________________________________________ Gresham Advisory Partners Limited, is acting exclusively for Gem Diamonds and noone else in connection with the offer and this announcement and will not beresponsible to anyone other than Gem Diamonds for providing the protectionsafforded to clients of Gresham Advisory Partners Limited for providing advice inconnection with the offer or this announcement or any matter referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for GemDiamonds and no one else in connection with the offer and this announcement andwill not be responsible to anyone other than Gem Diamonds for providing theprotections afforded to clients of JPMorgan Cazenove Limited or for providingadvice in connection with the offer or this announcement or any matter referredto herein. Argonaut, is acting exclusively for Kimberley and no one else in connection withthe offer and this announcement and will not be responsible to anyone other thanKimberley for providing the protections afforded to clients of Argonaut forproviding advice in connection with the offer or this announcement or any matterreferred to herein. CIBC World Markets, is acting exclusively for Kimberley and no one else inconnection with the offer and this announcement and will not be responsible toanyone other than Kimberley for providing the protections afforded to clients ofCIBC World Markets for providing advice in connection with the offer or thisannouncement or any matter referred to herein. This announcement is for informational purposes only and does not constitute anoffer to sell or invitation to purchase any securities or the solicitation ofany vote for approval in any jurisdiction, nor shall there be any sale, issue ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Bidders Statement to be issued by GemDiamonds will contain the full terms and conditions of the offer, includingdetails of how the offer may be accepted. This announcement has been prepared for the purpose of complying with Englishlaw and the information disclosed may not be the same as that which would havebeen disclosed if this announcement had been prepared in accordance with thelaws of jurisdictions outside the United Kingdom. The release, publication ordistribution of this announcement in certain jurisdictions may be restricted bylaw (a "Restricted Jurisdiction"). Persons who are not resident in the UnitedKingdom or who are subject to other jurisdictions should inform themselves of,and observe, any applicable requirements. The offer will not be made, directly or indirectly, in, into or from aRestricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and the offer is not capable of acceptance from or within aRestricted Jurisdiction. Accordingly, copies of this announcement and alldocuments relating to the offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or froma Restricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and persons receiving this announcement and all documents relatingto the offer (including custodians, nominees and trustees) must not mail orotherwise distribute or send them in, into or from such jurisdictions as doingso may invalidate any purported acceptance of the offer. The availability of theoffer to the Kimberley Shareholders may be affected by the laws of the relevantjurisdictions in which they are resident. Persons who are not resident inAustralia or the United Kingdom should inform themselves of, and observe, anyapplicable requirements. This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the management of GemDiamonds and Kimberley and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein may includestatements about the expected effects on Gem Diamonds or Kimberley of the offer,the expected timing and scope of the offer, strategic options and all otherstatements in this announcement other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intends", "expects", "anticipates", "targets", "estimates" and words ofsimilar import. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willoccur in the future. There are a number of factors that could cause actualresults and developments to differ materially from those expressed or implied bysuch forward-looking statements. These factors include, but are not limited to,the satisfaction of the conditions to the offer, as well as additional factors,such as changes in economic conditions, changes in the level of capitalinvestment, success of business and operating initiatives and restructuringobjectives, customers' strategies and stability, changes in the regulatoryenvironment, fluctuations in interest and exchange rates, the outcome oflitigation, government actions and natural phenomena such as floods, earthquakesand hurricanes. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward-looking statements.Neither Gem Diamonds nor Kimberley undertake any obligation to update publiclyor revise forward-looking statements, whether as a result of new information,future events or otherwise, except to the extent legally required. APPENDIX I CONDITIONS OF THE OFFER The offer, which will be made by Gem Diamonds, will comply with the City Codeand will be governed by Australian law and subject to the jurisdiction of theAustralian courts. In addition, the offer will be subject to the terms andconditions to be set out in the offer Document. The offer will be subject tothe following conditions: (a) Foreign Investment Review Board approval One of the following occurring: (1) the Treasurer of the Commonwealth of Australia (Treasurer)advising Gem Diamonds before the end of the Offer Period to the effect thatthere are no objections to the Takeover Bid constituted by the dispatch of theOffer in terms of the Federal Government's foreign investment policy; or (2) no order being made in relation to the Takeover Bidconstituted by the dispatch of the Offer under section 22 of the ForeignAcquisitions and Takeovers Act 1975 (Cth) within a period of 40 days after GemDiamonds has notified the Treasurer that it proposes to acquire Shares underthat Takeover Bid, and no notice being given by the Treasurer to Gem Diamondsduring that period to the effect that there are any such objections; or (3) where an order is made under section 22 of the ForeignAcquisitions and Takeovers Act 1975 (Cth), a period of 90 days having expiredafter the order comes into operation and no notice having been given by theTreasurer to Gem Diamonds during that period to the effect that there are anysuch objections. (b) Other regulatory approvals Before the end of the Offer Period, all approvals or consents that are requiredby law, or by any public authority, as are necessary to permit: (1) the Offer to be lawfully made to and accepted by Kimberleyshareholders; and (2) the transaction contemplated by this Bidder's Statement to becompleted (including, without limitation, full, lawful and effectualimplementation of the intentions set out in Gem Diamonds' Bidder's Statement), are granted, given, made or obtained on an unconditional basis, remain in fullforce and effect in all respects, and do not become subject to any notice,intimation or indication of intention to revoke, suspend, restrict, modify ornot renew the same and Gem Diamonds must use its best endeavours to obtain sameas soon as practicable. (c) No regulatory action Between the Announcement Date and the end of the Offer Period (each inclusive): (1) there is not in effect any preliminary or final decision,order or decree issued by any Public Authority; (2) no action or investigation is announced, commenced orthreatened by any Public Authority; and (3) no application is made to any Public Authority (other than byGem Diamonds or any associate of Gem Diamonds), in consequence of or in connection with the Offer (other than an application to,or a decision or order of, ASIC or the Takeovers Panel in exercise of the powersand discretions conferred by the Corporations Act) which restrains, prohibits orimpedes, or materially impacts upon, or threatens to restrain, prohibit orimpede, or materially impact upon, the making of the Offers and the completionof any transaction contemplated by the Bidder's Statement (including, withoutlimitation, full, lawful, timely and effectual implementation of the intentionsset out in Gem Diamonds' Bidder's Statement) or which requires the divestitureby Gem Diamonds of any Shares or any material assets of Kimberley or anysubsidiary of Kimberley. (d) Gem Diamonds shareholder approval To the extent required by Chapter 10 of the United Kingdom Listing Rules, theprior approval to the transaction contemplated by the Bidder's Statement of GemDiamonds' shareholders in general meeting which Gem Diamonds must procure assoon as practicable. (e) Minimum acceptance At the end of the Offer Period, Gem Diamonds has relevant interests in at least90% of the Shares (on a fully diluted basis calculated assuming that alloutstanding options are exercised). (f) No material adverse change (1) Between 19 July 2007 and the end of the Offer Period (eachinclusive) none of the following occurs: • an act, omission, event, change, condition, matter orthing occurs or it is announced that it will occur or, as a result of anyannouncement, is reasonably likely to occur; • information is disclosed or announced by Kimberley orany of its subsidiaries concerning any event, change, condition, matter orthing; or • information concerning any event, change, condition,matter or thing becomes known to Gem Diamonds (whether or not the informationalso becomes public), which will have, could reasonably be expected to have or which evidences thatthere has been a material adverse effect on the business, value of assets, theamount of liabilities, financial position and performance, material contracts(taken as a whole), profitability or prospects of, or terms of approvals fromany Public Authority applicable to, Kimberley or any of its subsidiaries. (2) For the purposes of clause (f)(1) without limitation, adiminution or reasonably likely prospective diminution in value of Kimberleyassets (including, without limitation, the assets, liabilities, financialposition, financial performance, financial position, profitability or prospectsof Kimberley but excluding movements as a consequence of movements in Australiandollar-US dollar currency exchange rates) in aggregate of $10 million or anincrease or prospective increase in actual or contingent liabilities inaggregate of $10 million will be deemed to be a material adverse effect. (3) Clause (f)(1) does not apply in relation to particularinformation, if that information was previously disclosed before 19 July 2007 byKimberley in a public filing with the ASX or ASIC or disclosed by Kimberley toGem Diamonds in writing before 19 July 2007 provided that any disclosure wasfull and fair (including, without limitation, in relation to the extent andmagnitude of the event, change, condition, matter or thing, as the case may be)and was not, and is not likely to be, incomplete, incorrect, untrue, misleadingor deceptive. (4) For the purposes of clause (f)(1), without limitation, if theA$ increases by at least 5% relative to the US$ that shall be deemed a materialadverse effect. (g) Capital expenditures Between the Announcement Date and the end of the Offer Period (each inclusive),Kimberley does not incur or commit to incur any amount of capital expenditure inexcess, in aggregate, of $13 million before the end of the Offer Period otherthan: (1) capital expenditure that has been announced by Kimberleybefore the Announcement Date as intended to be incurred or committed; and (2) minor capital expenditure in the day to day operatingactivities of the business of Kimberley and its subsidiaries conducted in thesame manner as before the Announcement Date. (h) No persons entitled to exercise or exercising rights undercertain agreements or instruments Between the Announcement Date and the end of the Offer Period (each inclusive),there is no person entitled to exercise, exercising or purporting to exercise,stating an intention to exercise (whether or not that intention is stated to bea final or determined decision of that person), or asserting a right toexercise, any rights under any provision of any agreement or other instrument towhich Kimberley or any Kimberley subsidiary is a party, or by or to whichKimberley or any Kimberley subsidiary or any of its assets or businesses may bebound or be subject, which results, or could result, to an extent to which ismaterial in the context of Kimberley Group taken as a whole, in: (1) any moneys borrowed by Kimberley or any Kimberley subsidiarybeing or becoming repayable or being capable of being declared repayableimmediately or earlier than the repayment date stated in such agreement or otherinstrument; or (2) any such agreement or other such instrument being terminatedor modified or any action being taken or arising thereunder; (3) the interest of Kimberley or any Kimberley subsidiary in anyfirm, joint venture, trust corporation or other entity (or any arrangementsrelating to such interest) being terminated or modified; (4) the assets of Kimberley or any Kimberley subsidiary beingsold transferred or offered for sale or transfer, including under any pre-emptive rights or similar provisions; or (5) the business of Kimberley or any Kimberley subsidiary withany other person being materially adversely affected; PROVIDED THAT nothing in this clause has any application to any of the matterslisted above to the extent they have an aggregate value of less than $5,000,000. (i) Acquisitions and disposals Unless otherwise agreed between Gem Diamonds and Kimberley, between 19 July 2007and the end of the Offer Period (each inclusive), neither Kimberley nor any ofits subsidiaries: (1) acquires or disposes of; (2) enters into or announces any agreement or intention orproposal for the acquisition or disposal of; (3) discloses (without having disclosed to ASX prior to 19 July2007) the existence of; or (4) incurs, becomes subject to, or brings forward the time forperformance of (or is reasonably likely to incur, become subject to or bringforward the time for performance of), any obligation or arrangement in relationto any asset or business, or enters into any corporate transaction, which would orwould be likely to involve a significant, substantial or material change in: (5) the manner in which Kimberley conducts its business; (6) the nature (including balance sheet classification), extentor value of the assets of Kimberley; or (7) the nature (including balance sheet classification), extentor value of the liabilities of Kimberley, including, without limitation, any transaction which would or (subject to one ormore conditions) may involve: (8) any new processing or diamond marketing arrangements orvariations to existing arrangements; (9) Kimberley or any subsidiary of Kimberley acquiring, oragreeing to acquire, one or more companies, businesses or assets for an amountor value in aggregate greater than $10 million; (10) Kimberley or any subsidiary of Kimberley disposing, oragreeing to dispose of, one or more companies, businesses or assets (or anyinterest therein) for an amount or value in aggregate greater than $10 million; (j) No litigation on foot or pending Between the Announcement Date and the end of the Offer Period (each inclusive),no litigation against or investigation by a Government Authority in relation toKimberley or its directors which involves any allegation that Kimberley or itsdirectors (in the case of directors in their capacity as directors of Kimberley)may be liable to any civil or criminal penalty, relating to a financial orcorporate matter or may reasonably result in a judgement of $5 million or moreis commenced, is threatened to be commenced, is announced, or is made known toGem Diamonds (whether or not becoming public) or Kimberley, other than thatwhich is in the public domain as at the Announcement Date. (k) No prescribed occurrences Between the Announcement Date and the date 3 business days after the end of theOffer Period (each inclusive), none of the following prescribed occurrences(being the occurrences listed in section 652C of the Corporations Act) happen: (1) Kimberley converting all or any of the Shares into a largeror smaller number of shares under section 254H of the Corporations Act; (2) Kimberley or a subsidiary of Kimberley resolving to reduceits share capital in any way; (3) Kimberley or a subsidiary of Kimberley entering into abuyback agreement or resolving to approve the terms of a buyback agreement undersubsections 257C(1) or 257D(1) of the Corporations Act; (4) Kimberley or any company in which Kimberley holds more than50% of the issued shares making an issue of Shares (other than Shares issued asa result of the exercise of Options into Shares) or granting an option over theShares or agreeing to make such an issue or grant such an option; (5) Kimberley or a subsidiary of Kimberley issuing, or agreeingto issue, convertible notes; (6) Kimberley or a subsidiary of Kimberley disposing or agreeingto dispose, of the whole, or a substantial part, of its business or property; (7) Kimberley or a subsidiary of Kimberley charging, or agreeingto charge, the whole, or a substantial part, of its business or property; (8) Kimberley or a subsidiary of Kimberley resolving that it bewound up; (9) the appointment of a liquidator or provisional liquidator ofKimberley or of a subsidiary of Kimberley; (10) the making of an order by a court for the winding up ofKimberley or of a subsidiary of Kimberley; (11) an administrator of Kimberley or of a subsidiary of Kimberleybeing appointed under section 436A, 436B or 436C of the Corporations Act; (12) Kimberley or a subsidiary of Kimberley executing a deed ofcompany arrangement; (13) the appointment of a receiver, receiver and manager, othercontroller (as defined in the Corporations Act) or similar official in relationto the whole, or a substantial part, of the property of Kimberley or of asubsidiary of Kimberley. (l) No distributions Between the Announcement Date and the end of the Offer Period (each inclusive),Kimberley does not announce, make, declare or pay any distribution (whether byway of dividend, capital reduction or otherwise and whether in cash or inspecie). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Gem Diamonds Di