Accept Gem Diamonds offer before 25 October 2007
18 Outubro 2007 - 5:00AM
UK Regulatory
18 October 2007
AIM RELEASE
KIMBERLEY DIAMOND COMPANY NL (the Company) (AIM: KDC)
ACCEPT THE GEM DIAMONDS OFFER BEFORE 25 OCTOBER 2007
(GEM DIAMONDS ADVISES ACCELERATED PAYMENT TERMS)
A majority of shareholders of Gem Diamonds Limited (Gem Diamonds) approved the
cash offer (Offer) by its wholly owned subsidiary Gem Diamonds Australia Pty
Limited (GDA) at A$0.70 cash for each share in Kimberley Diamond Company NL
(KDC). The extraordinary general meeting of Gem Diamond's shareholders was held
in London on Tuesday, 16 October 2007. Accordingly, condition 8.7(d) in the
Bidder's Statement has now been satisfied.
With the shareholder approval condition now satisfied, the Offer's key
remaining conditions are the 90 percent acceptance of the Offer by KDC's
shareholders and the Australian dollar not appreciating by more than 5 percent
against the United states dollar during the term of the Offer.
If GDA has not achieved the 90 percent acceptance level by 25 October 2007 and
does not free the Offer of its conditions, it can either elect to extend the
Offer Close Date to a date later than 2 November 2007 or allow the Offer to
effectively lapse on 2 November 2007 (in the latter case all acceptances will
be void). If the Offer is extended, all shareholders will then continue to run
the currency risk which could defeat the Offer. With the volatility of the
Australian dollar and the possibility that GDA could allow the Offer to
effectively lapse if its conditions are not satisfied by 2 November, the KDC
Board of Directors strongly recommends to all shareholders that, in the absence
of a superior offer (which appears most unlikely at this stage), they should
accept the offer prior to 25 October 2007 to enable the offer to close on 2
November 2007. In addition the share price of KDC is likely to fall if the
Offer is not successful.
GDA has also advised the KDC Board of Directors that it will accelerate payment
arrangements under the Offer so that KDC shareholders who accept the Offer will
be paid on or before the earlier of:
* 7 days after the date of your acceptance or, if the Offer is subject to a
defeating condition when you accept the Offer, within 7 days after the
Offer becomes unconditional; and
* 7 days after the end of the Offer period.
The KDC Board of Directors has unanimously recommended that all shareholders
accept the offer in the absence of a superior offer which appears most unlikely
at this stage.
Each of the KDC directors, who hold interests in KDC shares, have already
accepted the Offer or will do so prior to 25 October 2007.
MILES KENNEDY - CHAIRMAN
The Company's Nominated Advisor is RFC Corporate Finance Ltd, contact Steve
Allen or Stuart Laing - phone +618 9480 2500.
A copy of this release has been posted to the Company's website www.kimberleydiamondco.com.au
KIMBERLEY DIAMOND COMPANY NL ABN 91 061 899 634
12 WALKER AVENUE WEST PERTH 6005 WESTERN AUSTRALIA
PO BOX 806 WEST PERTH WESTERN AUSTRALIA 6872
TEL (+61-8) 9321 5887 FAX (+61-8) 9321 5884 EMAIL general@kimres.com.au
WWW www.kimberleydiamondco.com.au
END
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