Offer for Kimberley Diamond

Gem Diamonds Limited
19 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The information contained herein is restricted and is not for publication,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 Company
NL (ASX: KIM/AIM: KDC) ('Kimberley') are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by Gem Diamonds for
all the issued and to be issued share capital of Kimberley.



Gem Diamonds is pursuing an accelerated growth strategy both through
acquisitions and the development of existing assets which include a portfolio of
a producing kimberlite mine an alluvial mine, numerous development projects and
a number of exploration assets with long-term prospects.  Established in July
2005, as at 18 July 2007 (being the last business day before this announcement)
Gem Diamonds had an equity market capitalisation of approximately US$1.4
billion.



Kimberley is an independent ASX listed diamond producer operating the Ellendale
Diamond Mine in Western Australia.  The Ellendale mine produces gem and near gem
quality diamonds including Kimberley's signature stone, the rare and highly
valuable 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 the
full support of the boards of both companies.



Whilst the Ellendale operation has faced challenges, I have no doubt that Gem
Diamonds' technical expertise combined with its ongoing support of the current
operational and technical management will ensure these challenges are overcome.
Gem Diamonds' management is committed to the Ellendale staff and look forward to
working with them to develop the mine to its full potential.



Kimberley presents a strong strategic fit within Gem Diamonds; both with the
geographic diversification it contributes to the Group as well as with its high
value fancy diamond production.  Over time I am confident that these fancy
diamonds will achieve higher prices when sold in combination with the high value
Letseng diamonds.



This will be Gem Diamonds' third acquisition since it floated on the LSE in
February, and its largest to date.  Ellendale brings a third producing asset to
the Gem Diamonds portfolio and takes Gem Diamonds a step closer to its ambition
of 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 Project
within the broader portfolio of international diamond assets assembled by Gem
Diamonds. Gem Diamonds brings the required balance sheet strength to complete
the production ramp-up at Ellendale and optimize production and marketing
strategies to ensure the longevity of the operation.'



Bid Conditions



The offer is subject the conditions which are set out in Appendix I to this
announcement.



The acquisition of Kimberley may constitute a Class 1 Transaction (as defined in
the Listing Rules of the United Kingdom Financial Services Authority) for Gem
Diamonds.



If so, Gem Diamonds will be required to seek the approval of its shareholders at
an extraordinary general meeting ('EGM') of Gem Diamonds.   In this event, a
circular containing the time, date and venue of the Gem Diamonds EGM will be
sent to Gem Diamonds shareholders as soon as is reasonably practicable.




Implementation Agreement



Gem Diamonds and Kimberley have entered into an Implementation Agreement in
connection 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 amount
of up to A$10 million for working capital purposes.



Break fee



Kimberley and Gem Diamonds have agreed that Kimberley will pay to Gem Diamonds a
fee of A$2 million on the occurrence of certain agreed events at any time
following this announcement, including if:



•         any Kimberley director fails to recommend the offer or makes a public
statement which withdraws, revises revokes or qualifies any recommendation made
previously; or

•         any Kimberley director recommends, promotes or otherwise endorses any
proposal which competes with or would materially prejudice the prospects of
success of the offer; or

•         a person other than Gem Diamonds or an associate of Gem Diamonds
directly or indirectly acquires a legal or beneficial interest in, or control
of, 50% or more of the Kimberley shares or (from Kimberley) the share capital of
any of Kimberley's subsidiaries or acquires an interest in all or part of the
assets of Kimberley and its subsidiaries.


Exclusivity and Non-Solicitation



Subject to its fiduciary duties to its shareholders, Kimberley has also agreed
that, until the end of the offer period or the date which is six months after
the date of the Implementation Agreement (whichever is earlier), not to solicit
or initiate any other competing transaction.



Financing



The funds required to complete the offer will come from Gem Diamonds' existing
cash reserves.



Timetable



Gem Diamonds expects to send its offer documentation (known as the Bidder's
Statement) to Kimberley shareholders by 16 August 2007.





Enquiries:


Gem Diamond Technical Services (Pty) Ltd
Stephen Wetherall                                               [phone]
Angela Parr                                                     [phone]

Kimberley Diamond Company NL
Miles Kennedy, Karl Simich or Arran Gracie                      [phone]

Pelham PR
(Public Relations Adviser to Gem Diamonds Limited)
Candice Sgroi                                                  [phone]
                                                               [phone]

Read Corporate (incorporating Jan Hope & Partners)
(Public Relations Advisers to Kimberley Diamond Company NL)
Nicholas Read                                                   [phone]
                                                                [phone]
Gresham Advisory Partners Limited
(Financial Adviser to Gem Diamonds Limited)
Michael Ashforth                                                [phone]

JPMorgan Cazenove
(Corporate Broker to Gem Diamonds Limited)
Ian Hannam                                                    + 44 207 588 2828
Neil Passmore

Argonaut and CIBC World Markets
(Joint Financial Advisers to Kimberley Diamond Company NL)
Charles Fear (Argonaut)                                         [phone]
Neil Johnson (CIBC World Markets)                               [phone]





Notes to Editors:



1.         Information relating to Gem Diamonds





Gem Diamonds is a diamond mining company with a balanced portfolio of a
producing kimberlite mine, a producing alluvial mine, development projects and
long-term prospects. Established in July 2005, Gem Diamonds is pursuing an
accelerated growth strategy and aims to become one of the world's leading
diamond producers. Gem Diamonds currently has one producing kimberlite mine, Let
seng, in Lesotho, a producing alluvial mine Cempaka in Indonesia, a kimberlite
development project in Botswana, four development projects in the Democratic
Republic of Congo, one in the Central African Republic and an option to develop
the Chiri kimberlite concession in Angola. Gem Diamonds has a specific focus
towards higher value diamonds, a segment of the market that its management
believes will deliver superior long-term returns.



Gem Diamonds listed on the London Stock Exchange in February 2007,  raising over
US$600 million (net of expenses) to fund development of its existing assets as
well as to pursue acquisitive growth opportunities.



2.         Information relating to Kimberley



Kimberley is an independent diamond producer listed on the Australian Securities
Exchange (ASX: KIM) and the AIM of the London Stock Exchange (AIM: KDC).



With its corporate headquarters based in Perth, Western Australia, Kimberley
supplies high quality, conflict-free rough diamonds to world markets from its
100%-owned Ellendale Project, located some 2,000km north of Perth in Western
Australia's Kimberley region.



During the first half of calendar 2007, the Ellendale Project continued its
production ramp-up with the objective of achieving long-term, steady-state
production levels.



This represented the culmination of five years of infrastructure and mining
development - amounting to a total investment of approximately A$150 million.
This timeframe to full-scale production is well below the industry average for
major 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 to
the end of financial year 2007, the Ellendale mining operations processed more
than 11 million tonnes of ore, resulting in the recovery of over 700,000 carats
and generating sales revenue of A$165 million.



Following the completion of several staged expansions, the Project now comprises
two separate mining and production centres within a 124 sq km mining lease. Pipe
9 (47 hectares) has two processing facilities, the 3.3mtpa East Plant and
0.6mtpa West Plant, while Pipe 4 (76 hectares), located approximately 15km to
the south east, has the 4.4mtpa South Plant.



This amounts to a combined 8.3mtpa processing name plate capacity when in steady
state production, which should underpin annual carat production of more than
600,000.



Kimberley is also actively exploring the 124 km2 Ellendale Mining Lease which
contains some 46 lamproite pipes and over 100 exploration targets with the
potential to deliver future production and cash flow opportunities in addition
to currently identified resources (78 million tonnes at 6.4 carats per hundred
tonnes for approximately 5 million contained carats at 30 June 2006).



Kimberley also holds a 40% interest in the ASX-listed diamond explorer and
emerging producer Blina Diamonds NL, which controls a high-quality 1,800 km2
tenement package covering and surrounding the central core of the Ellendale
Project, including 50 identified lamproite pipes and a number of diamondiferous
alluvial 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 of
A$125.1 million and gross assets of A$193.0 million. In the six months to 31
December 2006, Kimberley reported revenue of A$19.8 million, loss before tax of
A$10.8 million and as at 31 December 2006 had net assets of A$182.9 million and
gross assets of A$260.9 million.



_____________________________________________



Gresham Advisory Partners Limited, is acting exclusively for Gem Diamonds and no
one else in connection with the offer and this announcement and will not be
responsible to anyone other than Gem Diamonds for providing the protections
afforded to clients of Gresham Advisory Partners Limited for providing advice in
connection with the offer or this announcement or any matter referred to herein.



JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Gem
Diamonds and no one else in connection with the offer and this announcement and
will not be responsible to anyone other than Gem Diamonds for providing the
protections afforded to clients of JPMorgan Cazenove Limited or for providing
advice in connection with the offer or this announcement or any matter referred
to herein.



Argonaut, is acting exclusively for Kimberley and no one else in connection with
the offer and this announcement and will not be responsible to anyone other than
Kimberley for providing the protections afforded to clients of Argonaut for
providing advice in connection with the offer or this announcement or any matter
referred to herein.



CIBC World Markets, is acting exclusively for Kimberley and no one else in
connection with the offer and this announcement and will not be responsible to
anyone other than Kimberley for providing the protections afforded to clients of
CIBC World Markets for providing advice in connection with the offer or this
announcement or any matter referred to herein.


This announcement is for informational purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Bidders Statement to be issued by Gem
Diamonds will contain the full terms and conditions of the offer, including
details of how the offer may be accepted.



This announcement has been prepared for the purpose of complying with English
law and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom. The release, publication or
distribution of this announcement in certain jurisdictions may be restricted by
law (a 'Restricted Jurisdiction'). Persons who are not resident in the United
Kingdom 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 a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the offer is not capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents relating
to the offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the offer. The availability of the
offer to the Kimberley Shareholders may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
Australia or the United Kingdom should inform themselves of, and observe, any
applicable requirements.



This announcement includes certain 'forward-looking statements'. These
statements are based on the current expectations of the management of Gem
Diamonds and Kimberley and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may include
statements about the expected effects on Gem Diamonds or Kimberley of the offer,
the expected timing and scope of the offer, strategic options and all other
statements in this announcement other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as 'intends', 'expects', 'anticipates', 'targets', 'estimates' and words of
similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such 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 capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Neither Gem Diamonds nor Kimberley undertake any obligation to update publicly
or 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 Code
and will be governed by Australian law and subject to the jurisdiction of the
Australian courts. In addition, the offer will be subject to the terms and
conditions to be set out in the offer Document.  The offer will be subject to
the 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 that
there are no objections to the Takeover Bid constituted by the dispatch of the
Offer in terms of the Federal Government's foreign investment policy; or

(2)                no order being made in relation to the Takeover Bid
constituted by the dispatch of the Offer under section 22 of the Foreign
Acquisitions and Takeovers Act 1975 (Cth) within a period of 40 days after Gem
Diamonds has notified the Treasurer that it proposes to acquire Shares under
that Takeover Bid, and no notice being given by the Treasurer to Gem Diamonds
during that period to the effect that there are any such objections; or

(3)                where an order is made under section 22 of the Foreign
Acquisitions and Takeovers Act 1975 (Cth), a period of 90 days having expired
after the order comes into operation and no notice having been given by the
Treasurer to Gem Diamonds during that period to the effect that there are any
such objections.

(b)         Other regulatory approvals

Before the end of the Offer Period, all approvals or consents that are required
by law, or by any public authority, as are necessary to permit:

(1)                the Offer to be lawfully made to and accepted by Kimberley
shareholders; and

(2)                the transaction contemplated by this Bidder's Statement to be
completed (including, without limitation, full, lawful and effectual
implementation of the intentions set out in Gem Diamonds' Bidder's Statement),

are granted, given, made or obtained on an unconditional basis, remain in full
force and effect in all respects, and do not become subject to any notice,
intimation or indication of intention to revoke, suspend, restrict, modify or
not renew the same and Gem Diamonds must use its best endeavours to obtain same
as 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 or
threatened by any Public Authority; and

(3)                no application is made to any Public Authority (other than by
Gem 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 powers
and discretions conferred by the Corporations Act) which restrains, prohibits or
impedes, or materially impacts upon, or threatens to restrain, prohibit or
impede, or materially impact upon, the making of the Offers and the completion
of any transaction contemplated by the Bidder's Statement (including, without
limitation, full, lawful, timely and effectual implementation of the intentions
set out in Gem Diamonds' Bidder's Statement) or which requires the divestiture
by Gem Diamonds of any Shares or any material assets of Kimberley or any
subsidiary of Kimberley.

(d)        Gem Diamonds shareholder approval

To the extent required by Chapter 10 of the United Kingdom Listing Rules, the
prior approval to the transaction contemplated by the Bidder's Statement of Gem
Diamonds' shareholders in general meeting which Gem Diamonds must procure as
soon as practicable.

(e)         Minimum acceptance

At the end of the Offer Period, Gem Diamonds has relevant interests in at least
90% of the Shares (on a fully diluted basis calculated assuming that all
outstanding options are exercised).

(f)                No material adverse change

(1)                  Between 19 July 2007 and the end of the Offer Period (each
inclusive) none of the following occurs:

•                          an act, omission, event, change, condition, matter or
thing occurs or it is announced that it will occur or, as a result of any
announcement, is reasonably likely to occur;

•                          information is disclosed or announced by Kimberley or
any of its subsidiaries concerning any event, change, condition, matter or
thing; or

•                          information concerning any event, change, condition,
matter or thing becomes known to Gem Diamonds (whether or not the information
also becomes public),

which will have, could reasonably be expected to have or which evidences that
there has been a material adverse effect on the business, value of assets, the
amount of liabilities, financial position and performance, material contracts
(taken as a whole), profitability or prospects of, or terms of approvals from
any Public Authority applicable to, Kimberley or any of its subsidiaries.

(2)                For the purposes of clause (f)(1) without limitation, a
diminution or reasonably likely prospective diminution in value of Kimberley
assets (including, without limitation, the assets, liabilities, financial
position, financial performance, financial position, profitability or prospects
of Kimberley but excluding movements as a consequence of movements in Australian
dollar-US dollar currency exchange rates) in aggregate of $10 million or an
increase or prospective increase in actual or contingent liabilities in
aggregate of $10 million will be deemed to be a material adverse effect.

(3)                Clause (f)(1) does not apply in relation to particular
information, if that information was previously disclosed before 19 July 2007 by
Kimberley in a public filing with the ASX or ASIC or disclosed by Kimberley to
Gem Diamonds in writing before 19 July 2007 provided that any disclosure was
full and fair (including, without limitation, in relation to the extent and
magnitude 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, misleading
or deceptive.

(4)                For the purposes of clause (f)(1), without limitation, if the
A$ increases by at least 5% relative to the US$ that shall be deemed a material
adverse 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 in
excess, in aggregate, of $13 million before the end of the Offer Period other
than:

(1)                capital expenditure that has been announced by Kimberley
before the Announcement Date as intended to be incurred or committed; and

(2)                minor capital expenditure in the day to day operating
activities of the business of Kimberley and its subsidiaries conducted in the
same manner as before the Announcement Date.

(h)              No persons entitled to exercise or exercising rights under
certain 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 be
a final or determined decision of that person), or asserting a right to
exercise, any rights under any provision of any agreement or other instrument to
which Kimberley or any Kimberley subsidiary is a party, or by or to which
Kimberley or any Kimberley subsidiary or any of its assets or businesses may be
bound or be subject, which results, or could result, to an extent to which is
material in the context of Kimberley Group taken as a whole, in:

(1)                any moneys borrowed by Kimberley or any Kimberley subsidiary
being or becoming repayable or being capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement or other
instrument; or

(2)                any such agreement or other such instrument being terminated
or modified or any action being taken or arising thereunder;

(3)                the interest of Kimberley or any Kimberley subsidiary in any
firm, joint venture, trust corporation or other entity (or any arrangements
relating to such interest) being terminated or modified;

(4)                the assets of Kimberley or any Kimberley subsidiary being
sold 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 with
any other person being materially adversely affected;

PROVIDED THAT nothing in this clause has any application to any of the matters
listed 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 2007
and the end of the Offer Period (each inclusive), neither Kimberley nor any of
its subsidiaries:

(1)                acquires or disposes of;

(2)                enters into or announces any agreement or intention or
proposal for the acquisition or disposal of;

(3)                discloses (without having disclosed to ASX prior to 19 July
2007) the existence of; or

(4)                incurs, becomes subject to, or brings forward the time for
performance of (or is reasonably likely to incur, become subject to or bring
forward the time for performance of), any obligation or arrangement in relation
to

any asset or business, or enters into any corporate transaction, which would or
would 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), extent
or value of the assets of Kimberley; or

(7)                the nature (including balance sheet classification), extent
or value of the liabilities of Kimberley,

including, without limitation, any transaction which would or (subject to one or
more conditions) may involve:

(8)                any new processing or diamond marketing arrangements or
variations to existing arrangements;

(9)                  Kimberley or any subsidiary of Kimberley acquiring, or
agreeing to acquire, one or more companies, businesses or assets for an amount
or value in aggregate greater than $10 million;

(10)              Kimberley or any subsidiary of Kimberley disposing, or
agreeing to dispose of, one or more companies, businesses or assets (or any
interest 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 to
Kimberley or its directors which involves any allegation that Kimberley or its
directors (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 or
corporate matter or may reasonably result in a judgement of $5 million or more
is commenced, is threatened to be commenced, is announced, or is made known to
Gem Diamonds (whether or not becoming public) or Kimberley, other than that
which 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 the
Offer 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 larger
or smaller number of shares under section 254H of the Corporations Act;

(2)                Kimberley or a subsidiary of Kimberley resolving to reduce
its share capital in any way;

(3)                Kimberley or a subsidiary of Kimberley entering into a
buyback agreement or resolving to approve the terms of a buyback agreement under
subsections 257C(1) or 257D(1) of the Corporations Act;

(4)                Kimberley or any company in which Kimberley holds more than
50% of the issued shares making an issue of Shares (other than Shares issued as
a result of the exercise of Options into Shares) or granting an option over the
Shares or agreeing to make such an issue or grant such an option;

(5)                Kimberley or a subsidiary of Kimberley issuing, or agreeing
to issue, convertible notes;

(6)                Kimberley or a subsidiary of Kimberley disposing or agreeing
to dispose, of the whole, or a substantial part, of its business or property;

(7)                Kimberley or a subsidiary of Kimberley charging, or agreeing
to charge, the whole, or a substantial part, of its business or property;

(8)                Kimberley or a subsidiary of Kimberley resolving that it be
wound up;

(9)                the appointment of a liquidator or provisional liquidator of
Kimberley or of a subsidiary of Kimberley;

(10)            the making of an order by a court for the winding up of
Kimberley or of a subsidiary of Kimberley;

(11)            an administrator of Kimberley or of a subsidiary of Kimberley
being appointed under section 436A, 436B or 436C of the Corporations Act;

(12)            Kimberley or a subsidiary of Kimberley executing a deed of
company arrangement;

(13)            the appointment of a receiver, receiver and manager, other
controller (as defined in the Corporations Act) or similar official in relation
to the whole, or a substantial part, of the property of Kimberley or of a
subsidiary 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 by
way of dividend, capital reduction or otherwise and whether in cash or in
specie).







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