SC 13D/A 1 dsc13da.htm FORM SC13D/A FORM SC13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

 

Kerzner International Limited

(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)

 

 

July 15, 2004

(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 §§ 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 § 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 12 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)

 

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

 

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7)    SOLE VOTING POWER

 

5,808,293

 

  8)    SHARED VOTING POWER

 

557,505

 

  9)    SOLE DISPOSITIVE POWER

 

-0-

 

10)    SHARED DISPOSITIVE POWER

 

5,808,293

 

11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,365,798

 

    
12)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(See Instructions)

 

    
13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.1%

 

    
14)  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

    

 

2

 

CUSIP NO.    P8797T133

 

  

 

13D

  

 

Page 3 of 12 Pages

 

 

  1)  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

 

Cayzer 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

 

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7)    SOLE VOTING POWER

 

-0-

 

  8)    SHARED VOTING POWER

 

6,365,798

 

  9)    SOLE DISPOSITIVE POWER

 

-0-

 

10)    SHARED DISPOSITIVE POWER

 

5,808,293

 

11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,365,798

 

    
12)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(See Instructions)

 

    
13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.1%

 

    
14)  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

    

 

 

3

Schedule 13D

Under the Securities and Exchange Commission Act of 1934

 

Item 1. Security and Issuer

 

This amendment to this Schedule 13D (“ Statement”) relates to the ordinary shares ($.001 par value) (“Ordinary Shares”) of Kerzner International Limited, a company incorporated under the laws of The Bahamas (the “Issuer”). The principal executive offices of the Issuer are located at Coral Towers, Paradise Island, The Bahamas.

 

Item 2. Identity and Background

 

(a) This Statement is filed by Caledonia Investments plc (“Caledonia” or the “Reporting Person”) as the beneficial owner of the 6,365,798 Ordinary Shares or 20.1% of the outstanding Ordinary Shares previously referenced on page 2. Cayzer Limited, formerly known as The Cayzer Trust Company Limited, (“Cayzer” or the “Additional Person”) may be deemed to be an indirect beneficial owner of the Ordinary Shares given its direct holdings of 33.2% of the outstanding capital stock of Caledonia. Cayzer may be deemed to control Caledonia. The name change to “Cayzer Limited” was a result of a corporate restructuring transaction. Cayzer disclaims beneficial ownership of the Ordinary Shares of the Issuer. Furthermore, the filing of this Statement should not be construed as an admission that any control relationship between Caledonia and Cayzer actually exists.

 

(b), (c) and (f) The principal business address for Caledonia and Cayzer is Cayzer House, 30 Buckingham Gate, London, England SW1E 6NN. Caledonia is an investment trust company and Cayzer is an investment holding company, both of which are organized under the laws of England and Wales. The names, principal occupation and addresses of the officers and directors of Caledonia and Cayzer are set forth on Schedule A hereto and are incorporated herein by reference. Certain additional information about the officers and directors of the Caledonia and Cayzer is set forth on Schedule A hereto and is incorporated herein by reference.

 

(d) - (e) During the last five years, neither the Reporting Person nor the Additional Person, according to any of the Reporting Person’s knowledge, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or 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.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Caledonia received the voting rights to an additional 557,505 Ordinary Shares following the transfer of the voting rights to these shares by its wholly-owned subsidiary, Mangalitsa Limited (“Mangalitsa”), when Mangalitsa’s liquidation commenced in January 2003. Mangalitsa originally obtained voting rights to approximately 2,865,654 Ordinary Shares pursuant to the terms of the

 

4

Proxy Agreement dated July 3, 2001 (the “Proxy Agreement”). The voting rights, however, have been reduced over time to 557,505 Ordinary Shares and may continue to be reduced as provided in the Proxy Agreement. A copy of the Proxy Agreement was previously filed as Exhibit 99.B to this Statement.

 

Item 4. Purpose of Transaction

 

Mangalitsa’s transfer and assignment of the voting rights to 557,505 Ordinary Shares to Caledonia was to complete the transfer of Mangalitsa’s beneficial ownership over all of its holdings of Ordinary Shares, which began with the sale of 5,808,293 Ordinary Shares to Caledonia pursuant to the Agreement for Sale and Purchase, dated January 8, 2003. Caledonia may, from time to time, increase, reduce or dispose of its investment in the 5,808,293 Ordinary Shares of the Issuer that Caledonia has the sole voting and dispositive power over, 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, the strategic value of the investment to Caledonia and other considerations. An agreement providing for the disposition of a portion of Ordinary Shares held by Caledonia is discussed in Item 6 to this Statement. The voting rights to the 557,505 Ordinary Shares held by Caledonia may be reduced over time as provided in the Proxy Agreement.

 

Other than as described above, Caledonia 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 Caledonia reserves the right to develop such plans or proposals consistent with applicable law.

 

Item 5. Interest in Securities of Issuer

 

(a) Caledonia is the beneficial owner of 6,365,798 Ordinary Shares of the Issuer, which includes the sole right to vote and dispose of 5,808,293 Ordinary Shares and the sole voting rights (without dispositive power) for 557,505 Ordinary Shares received from Mangalitsa as discussed in Item 3 above. Caledonia’s beneficial ownership of the Ordinary Shares represents 20.1% of the total of 31,674,039 Ordinary Shares outstanding according to the Issuer’s Current Report on Form 6-K filed with the SEC on July 16, 2004. By virtue of the relationships described in Item 2, Cayzer may be deemed to share indirect beneficial ownership of the Ordinary Shares of the Issuer owned directly by Caledonia. Cayzer disclaims all such beneficial ownership. Furthermore, the filing of this Statement should not be construed as an admission that any control relationship between Caledonia and Cayzer actually exists.

 

(b) Caledonia has the power to vote or direct the vote, and dispose or direct the disposal of the 5,808,293 Ordinary Shares of the Issuer. Caledonia has the right to vote an additional 557,505 Ordinary Shares pursuant to the terms of the Proxy Agreement (defined below).

 

(c) Except as disclosed in Items 3, 4 and 6, there have been no transactions in the Ordinary Shares of the Issuer by Caledonia.

 

(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.

 

5

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Caledonia entered into the Stock Purchase Agreement dated July 15, 2004 (the “Stock Purchase Agreement”) with Istithmar PJSC, a company organized under the laws of Dubai (“Istithmar”). The terms of the Stock Purchase Agreement provide for the sale by Caledonia of 1,300,000 Ordinary Shares for an aggregate purchase price of $61,750,000.00 ($47.50 per share). The completion of the sale of the 1,300,000 Ordinary Shares is subject to satisfaction of certain terms and conditions by each of Caledonia and Istithmar. In addition, the sale of the 1,300,000 Ordinary Shares by Caledonia is conditioned upon the completion of the sale by the Issuer of the 3,000,000 Ordinary Shares. The investment by Istithmar in the Issuer remains subject to receipt of applicable regulatory approvals and there is no assurance whether these approvals will be forthcoming and these transactions consummated. If the sale by the Issuer of the 3,000,000 Ordinary Shares to Istithmar is not completed, then the Stock Purchase Agreement will automatically terminate. The discussion in this Item 6 should be read with the Stock Purchase Agreement attached as Exhibit 99.E and the press release dated July 16, 2004 attached as Exhibit 99.F announcing the transactions above, which are incorporated herein.

 

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.

 

6

99.D.**             Agreement for Sale and Purchase, dated January 8, 2003 by and among Mangalitsa Limited and Caledonia Investments plc.

 

99.E.                 Stock Purchase Agreement, dated July 15, 2004 by and between Caledonia Investments Plc, a company incorporated under the laws of England and Istithmar PJSC, a company organized under the laws of Dubai.

 

99. F.                 Press Release dated July 16, 2004 announcing strategic alliance between Kerzner International Limited and Istithmar PJSC.

*   Previously filed as Exhibits to the Schedule 13D filed with the SEC on July 13, 2001.

** Previously filed an Exhibit to Amendment No. 2 to the Schedule 13D filed with the SEC on January 21, 2003.

 

7

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.

 

July 26, 2004

      

CALEDONIA INVESTMENTS PLC

            By:  

/s/Graeme P. Denison

           

Name:

  

Graeme P. Denison

           

Title:

  

Company Secretary

 

 

July 26, 2004

      

CAYZER LIMITED

            By:  

/s/Dominic V. Gibbs

           

Name:

  

Dominic V. Gibbs

           

Title:

  

Company Secretary

 

 

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see U.S.C. 1001).

 

8

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

Arkesden

Nr. Saffron Walden

Essex

CB11 4HF

England

    Retired    United Kingdom

Peter N. Buckley

   

6 Albert Place

London

W8 5PD

England

    Chairman,
Caledonia
Investments plc		    United Kingdom

J. H. Cartwright

   

Rectory Meadow

Hawthorn Place,

Penn

Buckinghamshire

HP10 8EH

England

    Finance Director,
Caledonia
Investments plc		    United Kingdom

Hon. C. W. Cayzer

   

Finstock Manor

Finstock

Oxfordshire

OX7 3DG

England

    Executive Director,
Caledonia
Investments plc		    United Kingdom

M. E. T. Davies

   

Admington Hall

Shipston-on-Stour

Warwickshire

CV36 4JN

England

    Director, Fleming
Family & Partners
Ltd.		    United Kingdom

 

9

 

Name    Residence   

Principal

Occupation

    Citizenship

G. P. Denison

   

48 Queens Road

Hertford

Hertfordshire

SG13 8BB

England

    Company Secretary,
Caledonia
Investments plc		    United Kingdom

T. C. W. Ingram

   

6 Ranelagh Avenue

London

SWG 3PJ

England

    Chief Executive,
Caledonia
Investments plc		    United Kingdom

J. R. H. Loudon

   

Olantigh

Wye

Ashford

Kent, England

TN25 5EW

    Company Director    United Kingdom

D. G. F. Thompson

   

Albrighton Hall

High Street

Albrighton

Wolverhampton

WV7 3JQ

England

    Chairman,
The
Wolverhampton &
Dudley Breweries
plc		    United Kingdom

M. G. Wyatt

   

Pippin Park

Lidgate, Newmarket

Suffolk

CB8 9PP, England

    Non-executive
director,
Caledonia
Investments plc		    United Kingdom

 

10

(ii) Directors and Executive Officers of Cayzer Limited

 

Name    Residence   

Principal

Occupation

    Citizenship

Peter N. Buckley

   

6 Albert Place

London

W8 5PD

England

    Chairman,
Caledonia Investments plc		    United Kingdom

Hon. C. W. Cayzer

   

Finstock Manor

Finstock

Oxfordshire

OX7 3DG

England

    Executive Director,
Caledonia Investments plc		    United Kingdom

P. R. Davies

   

No. 6 Belvedere

House

Priory Road,

Sunningdale,

Berkshire SL5 9RH

England

    Lawyer    United Kingdom

D. V. Gibbs

   

Flat 2

143 Finborough Road

London SW10 9AW

England

    Director and Company
Secretary,
Cayzer Limited		    United Kingdom

Hon. Mrs. Gilmour

   

Flat 8

62 Rutland Gate

London SW7 1PJ

England

    Art Historian    United Kingdom

I. A. Leeson

   

Eaton House

7 Eaton Park

Cobham

Surrey KT11 2JF

England

    Chartered Accountant    United Kingdom

J. I. Mehrtens

   

51 Oxenden Wood

Road

Chelsfield Park

Orpington,

Kent BR6 6HP

England

    Director
Cayzer Limited		    United Kingdom

 

11

Name    Residence   

Principal

Occupation

    Citizenship

M. G. Wyatt

   

Pippin Park

Lidgate, Newmarket

Suffolk

CB8 9PP

England

    Non-executive director,
Caledonia Investments plc		    United Kingdom

 

12