-----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, M8FvDEuFOovL2E6qQXXIysBUM4yQ+goi3TEGj5PyGCvXa6yupNEnLTcEAT12Q4qk CAs5ar6/cWd8qsbjLHxS5A== 0000950157-04-000169.txt : 20040319 0000950157-04-000169.hdr.sgml : 20040319 20040319092251 ACCESSION NUMBER: 0000950157-04-000169 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040319 FILED AS OF DATE: 20040319 FILER: 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: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04226 FILM NUMBER: 04678867 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 6-K 1 form6k.txt FORM 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 under the securities exchange act of 1934 For the month of March 2004 KERZNER INTERNATIONAL LIMITED (Translation of Registrant's Name into English) Coral Towers, Paradise Island, The Bahamas (Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ---------- -------- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _________ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _________ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ---------- -------- If "yes" is marked, indicate below this file number assigned to the registrant in connection with Rule 12g-3-2(b): _________ This Current Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-3 filed on May 23, 2002, File No. 333-88854. Page 1 of 4 Exhibit Index is on Page 4 Kerzner International Limited ("Kerzner"), through a wholly owned subsidiary, owns a 25% membership interest in BLB Investors, L.L.C. ("BLB"), a Delware limited liability company, which announced on March 19, 2004 that it has entered into arrangements with Active Value Fund Managers Limited ("Active Value") to acquire up to 22.3% of the equity capital of Wembley plc ("Wembley"). Neither this submission nor the press release that BLB issued on March 19, 2004 in London, attached as Exhibit 99(1) hereto, are intended to constitute an offer or a solicitation of an offer. FORWARD-LOOKING STATEMENTS This report contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, which are described in Kerzner's public filings with the Securities and Exchange Commission. Page 2 of 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 19, 2004 KERZNER INTERNATIONAL LIMITED By: /s/ John R. Allison ----------------------------------- Name: John R. Allison Title: Executive Vice President & Chief Financial Officer Page 3 of 4 EXHIBIT LIST EXHIBIT DESCRIPTION ------- ----------- 99(1) Press Release on March 19, 2004 BLB Investors, L.L.C. Arrangements in relation to 22.3% of Wembley plc ("Wembley") Page 4 of 4 EX-99.1 3 ex99-1.txt PRESS RELEASE Exhibit 99(1) FOR IMMEDIATE RELEASE 19 MARCH 2004 BLB Investors, L.L.C. ("BLB") Arrangements in Relation to 22.3% of Wembley plc ("Wembley") Further to BLB's announcement on 10 March 2004 that it had agreed to acquire 2,811,108 shares, representing 8.09% of the issued share capital of Wembley, from Active Value Fund Managers Limited ("Active Value"), and that it could increase its total holding in Wembley by a further 2,391,178 Wembley shares (representing 6.88% of Wembley), BLB announces that it has entered into arrangements with Active Value in relation to the remaining 2,530,214 shares in Wembley that Active Value holds (the "Remaining Shares"). Active Value has agreed to sell the Remaining Shares to BLB, if BLB announces a firm intention to make an offer for Wembley at or before 10.00 am on 30 March 2004. As a result of these arrangements, BLB has now acquired or has rights to acquire 7,732,500 Wembley shares (representing 22.26% of the issued share capital of Wembley). Full details of the arrangements between BLB and Active Value (and the conditions attaching thereto) are set out in the notes below. BLB announced on 10 March 2004 that it had approached the board of Wembley indicating that it wished to examine the feasibility of making a recommended bid. BLB's decision on whether or not to make an offer will depend on, among other things, the outcome of a due diligence evaluation of Wembley. Accordingly, there can be no certainty that BLB will make an offer for Wembley. A further announcement will be made in due course, as appropriate. Enquiries: TULCHAN COMMUNICATIONS Andrew Grant +44 20 7353 4200 Andrew Honnor +44 20 7353 4200 J.P. MORGAN plc Murray Orr + 44 20 7742 4000 Edward Banks + 44 20 7742 4000 Notes On 10 March 2004, BLB acquired 2,811,108 Wembley shares, representing 8.09% of Wembley's issued share capital, at a price of (pound)8.00 per share from funds managed by Active Value. BLB was also granted an option (the "Option") on 10 March 2004 by Active Value to acquire 1,870,602 shares representing 5.39% of Wembley's issued share capital (the "Option Shares"). The Option is exercisable (subject as mentioned below) at (pound)8.00 per share at or before (and will lapse after) 10.00 am on 30 March 2004 unless an announcement by BLB of a firm intention to make an offer for Wembley has been made by then (the "BLB Offer"). If the BLB Offer is announced, the Option will be exercised at the same price per share as under the BLB Offer. Once exercised, completion of the Option will be subject only to any necessary notifications and filings having been made and all relevant waiting periods expiring under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended). If, however, before a BLB Offer is announced, another party (including MGM MIRAGE) announces an offer for Wembley at a price in excess of (pound)8.00 per share (disregarding consideration arising from the Lincoln Park Reorganisation under MGM MIRAGE's offer or anything similar thereto), the Option (if not already exercised) will only be exercised by BLB if it announces a BLB Offer at or before 10.00 am on 30 March 2004. Under arrangements entered into on 17 March 2004, Active Value has agreed to sell the Remaining Shares to BLB conditional only upon: - an announcement by BLB of a firm intention to make an offer for Wembley at or before 10.00 am on 30 March 2004; and - any necessary notifications and filings having been made and all relevant waiting periods expiring under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) (the "HSR Condition"). The consideration for the Remaining Shares will be the higher of (pound)8.00 per share and the price per share under the BLB Offer (disregarding any consideration deriving from the Lincoln Park Reorganisation). BLB further agreed on 10 March 2004 (by way of put and call options exercisable by Active Value or BLB) that it would, in certain circumstances, acquire up to 520,576 Wembley Shares, representing 1.50% of Wembley, from Active Value at a price of (pound)8.00 per share. BLB and Active Value have now agreed that these 520,576 shares will be subject to the Option as if added to and included among the Option Shares. If BLB has not announced a firm intention to make a BLB Offer at or before 10.00 am on 30 March 2004 (or if it has announced a firm intention to make a BLB Offer which has by then lapsed or been withdrawn), then Active Value may sell and require BLB to buy these 520,576 shares at (pound)8.00 per share conditional only upon the HSR Condition. Active Value has agreed that: (i) it will vote the Option Shares and the Remaining Shares against the scheme of arrangement effecting the proposed acquisition by MGM MIRAGE of Wembley (the "MGM MIRAGE Offer") announced on 27 January 2004 (as it may be modified from time to time) provided that BLB announces a BLB Offer at or before 10.00 am on 30 March 2004 and will do so until that offer lapses or is withdrawn; (ii) it will also vote the Option Shares and the Remaining Shares against any alternative proposal leading to a change of ownership of Wembley or any material assets of the Wembley group until and including 10.00 am on 30 March 2004 or, if BLB has announced a BLB Offer by that date, until that offer lapses or is withdrawn; and (iii) it will vote the Option Shares and the Remaining Shares in favour of any offer made by BLB for Wembley by way of a scheme of arrangement provided BLB has announced that offer at or before 10.00 am on 30 March 2004. Active Value has agreed that it will not otherwise dispose of the Option Shares or the Remaining Shares or interests in those shares nor will it deal in the shares of Wembley whilst it is bound by the agreements with BLB. In the event that there is no BLB Offer at or before 10.00 am on 30 March 2004, Active Value would, inter alia, be free to vote the Option Shares and the Remaining Shares in favour of the MGM MIRAGE Offer or accept any other offer that arises. BLB has agreed that if it does not announce a BLB Offer at or before 10.00 am on 30 March 2004 (or if it does, but the offer then lapses or is withdrawn), BLB will (unless 2 otherwise agreed by Active Value) support the highest offer outstanding for Wembley (in the case of a takeover offer, by accepting it by the final closing date for acceptances, or, in the case of a scheme of arrangement, by attending the meetings of Wembley to approve the scheme and voting in favour of the scheme) in relation to any shares that it has acquired from Active Value and still holds at the relevant time unless, at such time, BLB has acquired or agreed to acquire all of the Wembley Shares held by Active Value (subject only to the HSR Condition) or if any such alternative offer for Wembley has been declared wholly unconditional. To the extent that the vote in respect of the MGM Mirage Offer is adjourned or postponed, the 30 March 2004 deadline set out above will be extended by a similar number of days (up to a maximum of 10 days). There can be no certainty that a BLB Offer will be made. This announcement does not constitute an offer or invitation to purchase, or any solicitation of an offer to sell, any securities or the solicitation of any vote or approval in any jurisdiction nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with any contract therefor. J.P. Morgan plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BLB Investors, L.L.C., and no one else in connection with the possible offer and will not be responsible to anyone other than BLB Investors, L.L.C. for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in relation to the possible offer. 3 -----END PRIVACY-ENHANCED MESSAGE-----