-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElDVZqD4X5FmsGfV4CeMTC3W0ofgPV01d29NBSRKtp81gEOk64d219D4IGEel4GE FifxFvsMPtFhUH++Za9Z/w== 0000928385-03-000086.txt : 20030121 0000928385-03-000086.hdr.sgml : 20030120 20030121080751 ACCESSION NUMBER: 0000928385-03-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030121 GROUP MEMBERS: HOG ISLAND HOLDINGS LTD. GROUP MEMBERS: MANGALITSA LTD. GROUP MEMBERS: THE CAYZER TRUST COMPANY LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERZNER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000914444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 980136554 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46844 FILM NUMBER: 03518582 BUSINESS ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: SUN INTERNATIONAL HOTELS LTD DATE OF NAME CHANGE: 19931104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALEDONIA INVESTMENTS PLC CENTRAL INDEX KEY: 0001037766 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND STATE: A1 ZIP: 00000 BUSINESS PHONE: 4401714814343 MAIL ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND SC 13D/A 1 dsc13da.txt AM. #2 TO THE SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kerzner International Ltd. -------------------------------------- (Name of Issuer) Ordinary Shares ($.001 par value) --------------------------------- (Title of Class of Securities) P8797T133 ------------- (CUSIP Number) Mr. Graeme P. Denison, Caledonia Investments plc, Cayzer House, 30 Buckingham Gate, London England SWIE 6NN (44-20-7802-8080) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) January 8, 2003 ----------------- (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 - -------------------------------------------------------------------------------- CUSIP NO. P8797T133 13D Page 2 of 15 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Caledonia Investments plc - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF SHARES -0- -------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 7,810,473 -------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING -0- -------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 5,808,293 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,810,473 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP NO. P8797T133 13D Page 3 of 15 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The Cayzer Trust Company Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not Applicable. - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------- 8) SHARED VOTING POWER BENEFICIALLY 7,810,473 OWNED BY -------------------------------------------- 9) SOLE DISPOSITIVE POWER EACH -0- REPORTING -------------------------------------------- 10) SHARED DISPOSITIVE POWER PERSON 5,808,293 WITH -------------------------------------------- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,810,473 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP NO. P8797T133 13D Page 4 of 15 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Mangalitsa Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION The Bahamas - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF SHARES -0- -------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 2,002,180 -------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH -0- -------------------------------------------- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,002,180 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- CUSIP NO. P8797T133 13D Page 5 of 15 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Hog Island Holdings Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not Applicable. - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF SHARES -0- -------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 2,002,180 -------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH -0- -------------------------------------------- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,002,180 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- 5 Schedule 13D Under the Securities and Exchange Commission Act of 1934 Introduction On January 8, 2003, Caledonia (as defined below) purchased 5,808,293 Ordinary Shares (as defined below) of Kerzner International, Ltd. (formerly known as Sun International Hotels Limited) (the "Issuer") directly held by Mangalitsa (as defined below) pursuant to the terms and conditions of the Purchase Agreement (as defined below). As a result, Mangalitsa and its parent company, Hog Island (as defined below) have retained the indirect beneficial ownership of certain voting rights of 2,002,180 Ordinary Shares of the Issuer pursuant to the terms of the Irrevocable Proxy Agreement entered into on July 3, 2001 ("Proxy Agreement"). Item 1. Security and Issuer This Statement relates to the ordinary shares ($.001 par value) ("Ordinary Shares") of the Issuer. The principal executive offices of the Issuer are located at Coral Towers, Paradise Island, The Bahamas. Item 2. Identity and Background The persons filing this Statement (the "Reporting Persons"), the persons enumerated in Instruction C of Schedule 13D (the "Additional Persons") and, where applicable, their respective places of organization, directors, executive officers and controlling persons, and the information in respect of such persons, are as follows: (a) This Statement is filed by (i) Caledonia Investments plc ("Caledonia") as the direct and indirect beneficial owner of the Ordinary Shares; (ii) The Cayzer Trust Company Limited ("Cayzer Trust") who may be considered an indirect beneficial owner of the Ordinary Shares as a result of its direct holdings of 37.7% of the outstanding capital stock of Caledonia and, therefore, may be deemed to represent indirect holdings of Mangalitsa and Hog Island (Cayzer Trust disclaims beneficial ownership of the Ordinary Shares of the Issuer); (iii) Mangalitsa Limited ("Mangalitsa") which, as of January 8, 2003, was no longer the beneficial owner of the 5,808,293 Ordinary Shares after Mangalitsa sold these shares to Caledonia, however, Mangalitsa remained the direct beneficial owner of the right to vote 2,002,180 Ordinary Shares pursuant to the Proxy Agreement; and (iv) Hog Island Limited ("Hog Island") which, also as of January 8, 2003, was no longer a beneficial owner of the 5,808,293 Ordinary Shares of the Issuer after the sale of these shares by Mangalitsa to Caledonia, however, Hog Island, as the parent and 100% owner of Mangalitsa, is an indirect beneficial owner of the Ordinary Share voting rights under the Proxy Agreement. Caledonia, Cayzer Trust, Mangalitsa and Hog Island are collectively the "Reporting Persons". Certain additional information about the officers and directors of the Reporting Persons is set forth on Schedule A hereto and is incorporated herein by reference. (b) The principal business address for Caledonia, and Cayzer Trust is Cayzer House, 30 Buckingham Gate, London, England SWIE 6NN. The principal business address of Mangalitsa is 6 Sandringham House, 83 Shirley Street, PO Box N3247, Nassau, Bahamas. The principal business address for Hog Island is Cedar House, 41 Cedar Avenue, Hamilton, HM12, Bermuda. The addresses of the officers and directors of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference. (c) The principal business of each Reporting Person is as follows: Caledonia is an investment holding company. Cayzer Trust is an investment holding company. Mangalitsa is an investment holding company. Hog Island is an investment holding company. (d) During the last five years, neither any Reporting Person nor any Additional Persons, according to any of the Reporting Person's knowledge, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither any Reporting Person, nor any of the Additional Persons, according to any of the Reporting Person's knowledge, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Caledonia and Cayzer Trust are corporations organized under the laws of the United Kingdom. Mangalitsa is a corporation organized under the laws of the Commonwealth of The Bahamas. Hog Island is a corporation organized under the laws of Bermuda. Each of the Additional Persons is a citizen of The United Kingdom, except for S. Deal, P.C. Dunkley, P.T. Higgs and H.T. Lunn who are citizens of The Bahamas and Jean-Luc Herbez, who is a citizen of Switzerland. Item 3. Source and Amount of Funds or Other Consideration. The source of the $112,680,884.20 used by Caledonia to purchase the 5,808,293 shares of Ordinary Shares was through a debt payable from Caledonia to Mangalista. This debt equals the total purchase price of $112,680,884.20 and is payable by Caledonia to Manalista upon written demand to Caledonia on or before March 31, 2003. The interest rate of the debt payable is equal to LIBOR plus one percent, and shall accrue according to the terms and conditions set forth in the Purchase Agreement (as defined below), which is attached as Exhibit 99.D. The Purchase Agreement also contemplates the transfer of all rights that Mangalista has to vote the 2,002,180 Ordinary Shares under the Proxy Agreement. These voting rights will be transferred by Mangalista to Caledonia upon amendment of the Proxy Agreement. Mangalista expects to enter into an agreement with each of the parties to the Proxy Agreement to transfer its rights under the Proxy Agreement to Caledonia, including its right to vote 2,002,180 Ordinary Shares. 7 Item 4. Purpose of Transaction The purpose of Caledonia's acquisition of the aforementioned Ordinary Shares from Mangalista was to acquire and maintain an equity interest in the Issuer for investment purposes. Any Reporting Person may, from time to time, increase, reduce or dispose of its investment in the Issuer, depending on general economic conditions, economic conditions in the markets in which the Issuer operates, the market price of the Ordinary Shares of the Issuer, the availability of funds, borrowing costs, other opportunities available to the Reporting Person, the strategic value of the investment to the Reporting Person and other considerations. Other than as described above, the Reporting Person currently has no plan or proposal which relates to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person reserves the right to develop such plans or proposals consistent with applicable law. Item 5. Interest in Securities of Issuer (a) Mangalista is the direct beneficial owner of the right to vote 2,002,180 Ordinary Shares pursuant to the Proxy Agreement. Hog Island as the parent and 100% owner of Mangalitsa, is an indirect beneficial owner of the voting rights held by Mangalitsa. Neither Mangalista nor Hog Island have dispositive power over these shares. Caledonia is the beneficial owner of 7,810,473 Ordinary Shares of the Issuer, which includes the right to vote and dispose of 5,808,293 Ordinary Shares purchased from Mangalitsa pursuant to the Purchase Agreement and the shared voting rights of 2,002,180 Ordinary Shares held by Mangalitsa, since Caledonia is the parent and 100% owner of Hog Island. Caledonia and Mangalitsa's beneficial ownership of the Ordinary Shares represents 27.8% and 7.1%, respectively, of the total of 28,109,831 Ordinary Shares outstanding according to the Principal Stockholder table on page 59 of the Issuer's 424(b) prospectus filed with the SEC on December 13, 2002. Cayzer Trust is the holder of 37.7% of the outstanding capital stock of Caledonia. Cayzer Trust may be deemed to control Caledonia and, hence, Hog Island, and Mangalitsa. Cayzer Trust disclaims beneficial ownership of the Ordinary Shares of the Issuer. (b) Mangalitsa has the power to vote or direct the vote of 2,002,180 Ordinary Shares. Hog Island may be deemed to share the power to vote because it is the parent and 100% owner of Mangalitsa. Caledonia has the sole power to vote or direct the vote of 5,808,293 Ordinary Shares, shared power to vote or direct the vote to 2,002,180 and dispose or direct the disposition of 5,808,293 Ordinary Shares of the Issuer. By virtue of the relationships described in Item 2 and 5(a), Cayzer Trust may be deemed to share the power to vote or direct the vote of 7,810,473 Ordinary Shares and to dispose or direct the disposition of 5,808,293 Ordinary Shares of the Issuer. Cayzer Trust disclaims beneficial ownership of the Ordinary Shares of the Issuer. (c) Except as disclosed in Items 3, 4 and 6, there have been no transactions in the Ordinary Shares of the Issuer by any Reporting Person. (d) Caledonia has the right to receive and the power to direct receipt of dividends from the 5,808,293 Ordinary Shares of the Issuer that it holds. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held by the Reporting Persons. (e) Not applicable. 8 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On January 8, 2003, Caledonia and Mangalista entered into a purchase and sale agreement ("Purchase Agreement"), pursuant to which, and subject to the terms and conditions thereof, Caledonia agreed to purchase from Mangalista a total of 5,808,293 of the Issuer's Ordinary Shares. The total purchase price paid by Caledonia to Mangalista was in the form of a debt payable, as described in Item 3 above. Caledonia also received all rights, benefits and obligations under the Proxy Agreement (granting voting rights over certain Ordinary Shares to Mangalitsa) and the Registration Rights and Governance Agreement (which contains certain provisions governing the transfer and acquisition of Ordinary Shares, governance arrangements with respect to the Issuer's Board of Directors and certain registration rights with regard to Ordinary Shares to Mangalitsa). Both agreements were filed as exhibits to this Schedule 13D on July 13, 2001, provided, however, these voting rights will be transferred by Mangalitsa to Caledonia upon amendment of the Proxy Agreement. This summary of the terms of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 99.D. Item 7. Material to Be Filed as Exhibits Exhibit No. Description - ----------- ----------- 99.A.* Form of Supplemental Agreement dated July 3, 2001 to the Original Shareholders' Agreement dated October 11, 1993 and to the Rosegrove Shareholders' Agreement entered into on May 3, 1994 by and among Kersaf Investments Limited, Sun International Inc., Sun Hotels International, Royale Resorts Holdings Limited, World Leisure Investments Limited, Sun Hotels Limited, World Leisure Group Limited, Royale Resorts International Limited, Caledonia Investments plc, Solomon Kerzner, Sun International Management Limited, Rosegrove Limited, Sun International Investments Limited, Mangalitsa Limited and Hog Island Holdings Limited. 99.B.* Form of Irrevocable Proxy Agreement dated as of July 3, 2001, by and among Sun International Hotels Limited, Sun International Investments Limited, World Leisure Group Limited, Kersaf Investments Limited, Caledonia Investments plc, Mangalitsa Limited, Cement Merchants SA, Rosegrove Limited, Royale Resorts Holdings Limited and Sun International Inc. 99.C.* Registration Rights and Governance Agreement, dated as of July 3, 2001, by and among Sun International Hotels Limited, Sun International Investments Limited, World Leisure Group Limited, Kersaf Investments Limited, Caledonia Investments plc, Mangalitsa Limited, Cement Merchants SA, Rosegrove Limited, Royale Resorts Holdings Limited and Sun International Inc. 99.D. Agreement for Sale and Purchase, dated January 8, 2003 by and among Mangalista Limited and Caledonia Investments plc. - ----------------------------- * Previously filed as Exhibits to the Schedule 13D filed with the SEC on July 13, 2001. 9 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 17, 2003 MANGALITSA LIMITED By: /s/ Surinder Deal ------------------------------ Name: Surinder Deal Title: Director January 17, 2003 HOG ISLAND HOLDINGS LIMITED By: /s/ James M. Keyes ------------------------------ Name: James M. Keyes Title: Director January 17, 2003 CALEDONIA INVESTMENTS PLC By: /s/ Graeme P. Denison ------------------------------- Name: Graeme P. Denison Title: Company Secretary January 17, 2003 THE CAYZER TRUST COMPANY LIMITED By: /s/ John I Mehrtens ------------------------------- Name: John I. Mehrtens Title: Company Secretary Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see U.S.C. 1001). 10 Schedule A to Schedule 13D (i) Directors and Executive Officers of Caledonia Investments plc
Name Residence Principal Occupation Citizenship C. M. Allen-Jones Beacon House Retired United Kingdom Arkesden Nr. Saffron Walden Essex CB11 4HF England Peter N. Buckley 6 Albert Place Chairman, United Kingdom London Caledonia Investments plc W8 5PD England J. H. Cartwright Rectory Meadow Finance Director, United Kingdom Hawthorn Place, Caledonia Investments plc Penn Buckinghamshire HP10 8EH England Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom Finstock Caledonia Investments plc Oxfordshire OX7 3DG England M. E. T. Davies Admington Hall Chairman, United Kingdom Shipston-on-Stour Thornhill Holdings Ltd. Warwickshire CV36 4JN England
11
Name Residence Principal Occupation Citizenship G. P. Denison 16 Highfield Road Company Secretary, United Kingdom Hertford Caledonia Investments plc Hertfordshire SG13 8BH England T. C. W. Ingram 6 Ranelagh Avenue Chief Executive, United Kingdom London Caledonia Investments plc SWG 3PJ England Sir David Kinloch 29 Walpole Street Deputy Chief Executive, United Kingdom London, Caledonia Investments plc SW3 4QS England J. R. H. Loudon Olantigh Company Director United Kingdom Wye Ashford Kent, England TN25 5EW M. G. Wyatt Pippin Park Non-executive director, United Kingdom Lidgate, Newmarket Caledonia Investments plc Suffolk CB8 9PP, England
12 (ii) Directors and Executive Officers of The Cayzer Trust Company Limited
Name Residence Principal Occupation Citizenship Peter N. Buckley 6 Albert Place Chairman, United Kingdom London Caledonia Investments plc W8 5PD England Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom Finstock Caledonia Investments plc Oxfordshire OX7 3DG England J. I. Mehrtens 51 Oxenden Wood Road Director and United Kingdom Chelsfield Park Company Secretary, Orpington, The Cayzer Trust Company Limited Kent BR6 6HP England M. G. Wyatt Pippin Park Non-executive director, United Kingdom Lidgate, Newmarket Caledonia Investments plc Suffolk CB8 9PP England P. R. Davies No. 6 Belvedere House Lawyer United Kingdom Priory Road, Sunningdale, Berkshire SL5 9RH England I. A. Leeson Eaton House Chartered Accountant United Kingdom 7 Eaton Park Cobham Surrey KT11 2JF England Hon. Mrs. Gilmour Flat 8 Art Historian United Kingdom 62 Rutland Gate London SW7 1PJ England
13 (iii) Directors and Officers of Mangalitsa Limited
Name Residence Principal Occupation Citizenship R. Arnold Lucaya, Lyford Cay Business Consultant United Kingdom New Providence The Bahamas Peter N. Buckley 6 Albert Place Chairman Caledonia Investments plc United Kingdom London W8 5PD England A.J. Carter 10 Delves Close Tax Manager *Alternate to PN Ringmer Buckley Nr Lewes East Sussex United Kingdom BN8 5JW England Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom Finstock Caledonia Investments plc Oxfordshire OX7 3DG England S. Deal Sandringham House Lawyer The Bahamas 83 Shirley Street P.O. Box N-3247 New Providence The Bahamas P. C. Dunkley Sandringham House Lawyer The Bahamas 83 Shirley Street P.O. Box N-3247 New Providence The Bahamas Peter T. Higgs Sandringham House Lawyer The Bahamas 83 Shirley Street P.O. Box N-3247 New Providence The Bahamas H. T. Lunn Sandringham House Legal Assistant The Bahamas 83 Shirley Street P.O. Box N-3247 New Providence The Bahamas
14 (iv) Directors and Officers of Hog Island Holdings Limited
Name Residence Principal Occupation Citizenship Peter N. Buckley 6 Albert Place Chairman, United Kingdom London Caledonia Investments plc W8 5PD, England Jean-Luc Herbez Froriep Renggli Lawyer Switzerland 4 Rue Charles-Bonnet CH-1211 Geneva 12 Switzerland Peter T. Higgs Sandringham House Lawyer The Bahamas 83 Shirley Street P.O. Box N-3247 New Providence The Bahamas James M. Keyes Cedar House Lawyer United Kingdom and Bermuda 41 Cedar Avenue Hamilton HM 12 Bermuda
15 EX-99.D 3 dex99d.txt AGREEMENT FOR SALE AND PURCHASE AGREEMENT FOR SALE AND PURCHASE ------------------------------- DATED: 8TH January, 2003 BETWEEN: 1. MANGALITSA LTD. a company incorporated under the laws of the Commonwealth of The Bahamas with its registered office at Shirlaw House, 87 Shirley Street, Nassau, Bahamas (the "Vendor"); and 2. CALEDONIA INVESTMENTS PLC whose registered office is at Cayzer House, 30 Buckingham Gate, London SW1E 6NN England (the "Purchaser"). WHEREBY IT IS AGREED as follows: 1. DEFINITIONS: 1.1 The following terms used herein shall have the meanings set forth below: - "Agreements" means the Omnibus Agreement, the Registration Rights and Governance Agreement and the Settlement Agreement; "Assets" means the shares and all of the Vendor's rights, benefits, privileges and obligations in and under the Agreements; "Completion" means the actual completion of the sale and purchase of the Assets pursuant to the terms of this Agreement; "Libor" means (a) the display rate of the offered quotation for loans in United States dollars for a period of three months quoted for value on the relevant date on Telerate Page 3747; or (b) if the display rate cannot be determined under paragraph (a) above, the rate determined by the Purchaser to be arithmetic mean (rounded, if necessary, to the nearest two decimal places with the midpoint rounded upwards) of the rates notified to the Purchaser by each of HSBC Bank plc and Barclays Bank plc as the rate at which such bank is offering loans in United States dollars and for the period of three (3) months in the relevant amount at or about 11:00 a.m. on the relevant date; "Omnibus Agreement" means the Omnibus Agreement dated as of 3rd July, 2001 as amended and supplemented, by and among Kerzner International Limited (formerly known as Sun International Hotels Limited) ("KIL"), Sun -2- International Investments Limited ("SIIL"), World Leisure Group Limited ("WLG"), Kersaf Investments Limited ("Kersaf"), the Purchaser, Rosegrove Limited ("Rosegrove"), Royale Resorts Holdings Limited ("RHHL"), the Vendor, Cement Merchants SA ("CMS"), Sun International Inc. ("SINC"). Sun Hotels International, Royale Resorts International Limited, Sun Hotels Limited, World Leisure Investments Limited, Hog Island Holdings Limited, Solomon Kerzner, Peter Buckley, Derek Aubrey Hawton, Sun International Management Limited, Sun International Management (UK) Limited and Sun International Management Limited ("SIMLA"); "Purchase Price" means the sum of One Hundred and Twelve Million Six Hundred and Eighty Thousand Eight Hundred and Eighty Four dollars and twenty cents in the currency of the United States of America (US$112,680,884.20); "Registration Rights and Governance Agreement" means the Registration Rights and Governance Agreement dated as of 3rd July, 2001, as amended and supplemented, by and among KIL, SIIL, WLG, Kersaf, the Purchaser, the Vendor, CMS, Rosegrove, RRHL and SINC; "Settlement Agreement" means the Settlement Agreement dated as of 1st November 2002 by and among KIL, Kersaf, RRHL, SIMLA, WLG, the Purchaser, the Vendor and CMS; "Shares" means the 5,808,293 fully paid shares in Kerzner International Limited, a company incorporated under the laws of the Commonwealth of The Bahamas owned by the Vendor; and "Telerate Page 3747" means the display designated as page 3747 on the Telerate Service (or such other page as may replace page 3747 on that service or such other service as may be nominated by the British Bankers' Association (including the Reuters Screen) as the information vendor for the purposes of displaying British Bankers' Association Interest Settlement Rates for deposits in the currency concerned). 1.2 Words demoting the singular number only shall include the plural and vice versa. Words denoting any gender include all genders and words denoting persons shall include firms and vice versa. -3- 2. SALES AND CONSIDERATION: 2.1 Subject to the provisions of this Agreement the Vendor shall sell and assign and the Purchaser shall purchase and acquire: - (a) all of the Shares free from any mortgage charge lien sale agreement or any other encumbrance or claim of any kind; (b) all of the Vendor's rights, benefits, privileges and obligations in and under the Agreements. 2.2 The total purchase price for the Shares shall be the Purchase Price. 3. TITLE: The Vendor sells as beneficial owner. 4. COMPLETION: 4.1 The sale and purchase of the Assets shall be completed immediately after this Agreement is signed, when the events set out in the following provisions of this clause 4 shall take place. 4.2 On Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) duly executed assignments or transfers into the name of the Purchaser or its nominee in respect of all Assets together with the relative share certificates or other documents of title; (b) originals of novation agreements, deeds of assignment, deeds of adherence or other ancillary documents (as the case may be) duly executed by the Vendor and relevant third parties, or letters of consent from relevant third parties indicating a willingness to enter into novation agreements, in relation to the Assets agreed with the Purchaser and in a form reasonably satisfactory to the Purchaser together with copies of all other material documents relating to the Assets; and (c) such further documents as the Purchaser may reasonably require to complete the sale and purchase of the Assets. 4.3 The Purchase Price referred to in clause 2.2 shall be left outstanding together with accrued interest thereon as a debt re-payable immediately on demand in writing made by the Vendor on the Purchaser at any time on or before 31 March 2003, carrying interest at the rate of LIBOR plus one (1) per cent; -4- which shall be calculated in respect of each period of three (3) months for which the purchase price is left outstanding (an "interest period") and payable on the last day of each such interest period. In the event that the Purchase Price and interest thereon is repaid otherwise than at the end of the an interest period, the interest in respect of the period from the end of the last interest period until the date of such repayment shall be the rate of LIBOR plus one (1) per cent pro-rated (on a simple time basis) accordingly. 4.4 The Purchaser hereby agrees that upon Completion, the Purchaser will observe and perform all of the obligations of the Vendor under the Agreements. 5. REPRESENTATIONS AND WARRANTIES: 5.1 The Vendor hereby represents and warrants to the Purchaser as follows: 5.1.1 The Vendor is the sole legal and beneficial owner of the Shares free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever; and 5.1.2 The Vendor is duly organized and existing and in good standing under the laws of the Commonwealth of The Bahamas and has taken all requisite action and has the corporate power and authority to enter into and perform this Agreement and to cause the completion of the transactions herein. This Agreement is and all instruments documents and agreements to be executed and delivered to the Purchaser will be the valid and binding obligations of the Vendor. 5.1.3 The execution and delivery of this Agreement and the completion of the transaction hereunder by the Vendor will not conflict with any term or provision of any instrument or agreement to which the Vendor is a party or by which its assets are bound. 5.1.4 The foregoing representations and warranties will remain true and accurate up to and shall be deemed to be repeated immediately prior to completion. 5.2 The Purchaser hereby represents and warrants to the Vendor mutatis mutandis in respect of itself to the same effect the representations and warranties contained in clauses 5.1.2 to 5.1.4 -5- 6. INDEMNITY: The Purchaser agrees to and hereby indemnifies the Vendor its successors in title and its assigns against each and every cost, claim, liability, expense or demand including but without limitation of attorneys fees, costs of appeal and collection costs arising out of a breach by the Purchaser of its obligations under the Agreements. 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: Notwithstanding the completion of the sale and purchase herein the representations and warranties herein contained shall continue thereafter to subsist for so long as may be necessary for the purpose of giving effect to each and every of those representations and warranties in accordance with the terms hereof. 8. CLOSING COSTS: Each party to this Agreement shall bear its own legal fees and shall bear equally any charges that may be imposed by Kerzner International Limited as a result of the assignment or transfer of the Assets to the Purchaser. 9. ENTIRE AGREEMENT: This Agreement sets out the entire agreement and understanding between the parties in respect of the sale and purchase of the Assets. 10. FURTHER ASSURANCE: The Vendor agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the Purchaser may reasonably require whether on or after Completion, to implement and/or give effect this Agreement and the transaction contemplated by it and for the purpose of vesting in the Purchaser the full benefit of the assets, rights and benefits to be transferred to the Purchaser under this Agreement. 11. VARIATION: No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties to it. -6- 12. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. 13. GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of The Bahamas. AS WITNESS the hand of Surinder Deal, a director of the Vendor, for and on behalf of the Vendor /s/ Surinder Deal --------------------------------- Signed and delivered by Surinder Deal, a director of MANGALITSA LTD., for and on behalf of the said company, in the presence of: /s/ Shenika Ashwood --------------------------------- AS WITNESS the hand of Graeme Denison, Company Secretary of the Purchaser, for and on behalf of the Purchaser /s/ Graeme Denison --------------------------------- Signed and delivered by Graeme Denison, Company Secretary of CALEDONIA INVESTMENTS PLC, for and on behalf of the said company, in the presence of: /s/ Anthony Carter ----------------------------------- Certified that this is a true and correct copy of the original. /s/ executed by Notary Public --------------------------------- Notary Public Date: 9 Jan. 2003 ----------- -----END PRIVACY-ENHANCED MESSAGE-----