JUPITERS LIMITED
ABN 78 010 741 045
Level 9, Niecon Tower
17 Victoria Avenue
PO Box 1400
Broadbeach QLD 4218
Australia
Telephone 07 5584 8900
Facsimile 07 5538 6315


13 January 2003


JUPITERS LIMITED TAKEOVER OF BREAKWATER ISLAND TRUST
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Jupiters Limited ("JUPITERS") has previously lodged an Appendix 3B on 29 October
2002 and ASX announcements dated 30 December 2002 and 2 January 2003 regarding
its takeover bid for the units in Breakwater Island Trust ("BREAKWATER") it does
not hold.

As foreshadowed in Jupiters' Bidder's Statement dated 29 October 2002,
acceptances post marked prior to the end of the offer period have been received
by Jupiters.  As a result:

- -  Jupiters and its associates have a relevant interest in 94.5% of the units
in Breakwater, being 135,778,608 units; and

- -  Jupiters has issued an additional 5,896 shares to unitholders who accepted
the share alternative under the offer.

Jupiters is seeking quotation of the additional 5,896 shares issued.

As previously advised, Jupiters may receive further acceptances for the share
alternative during the compulsory acquisition process.  If required, Jupiters
will make an announcement once it is aware of the number of shares to be issued.

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Jupiters  Limited  is a public listed company with interests in tourism, leisure
and  gaming.  It  owns  Jupiters Casino on the Gold Coast and Treasury Casino in
Brisbane,  as  well  as holding an investment in and the management contract for
the Townsville casino.  In addition, the Company operates Keno in Queensland and
New  South  Wales,  online sportsbetting through Centrebet based in the Northern
Territory  and  provides  technology services.  Jupiters Limited is based on the
Gold Coast, Queensland, has over 21,000 investors in ordinary shares, over 5,200
Jupiters  RPS  securityholders  and  employs  over  5,000  staff.

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