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Kerzner Announces Settlement With Kersaf.


Business Editors

PARADISE ISLAND For the DC Comics fictional island formerly known as Paradise Island, see Themyscira

Paradise Island is an island in the Bahamas, north of the island of New Providence which is home to (Nassau). It is best known for the sprawling 'Vegas-by-the-sea resort' Atlantis.
, The Bahamas--(BUSINESS WIRE)--Nov. 6, 2002

Kerzner International Limited (NYSE NYSE

See: New York Stock Exchange
:KZL) today announced that is has reached settlement on a number of outstanding matters with Kersaf Investments Limited, one of its existing shareholders. As previously announced in July July: see month.  2001, the Company and Kersaf had agreed to restructure certain agreements which included, among other things, an obligation for Kersaf to sell at least 2,000,000 of the Company's shares in a registered public offering, certain non-compete agreements, the continuation continuation - continuation passing style  of an obligation of Kersaf to pay to Kerzner an annual payment of approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $3 million (the "Contribution Payment"), and an agreement pursuant to which Kerzner was granted an interest in a proposed project in Port Ghalib, Egypt Egypt (ē`jĭpt), Arab. Misr, biblical Mizraim, officially Arab Republic of Egypt, republic (2005 est. pop. 77,506,000), 386,659 sq mi (1,001,449 sq km), NE Africa and SW Asia.  (the "Egypt Project"). In October October: see month.  2001, the Company filed a lawsuit lawsuit: see procedure; tort.  against Kersaf and certain related entities in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 alleging, among other things, that Kersaf had breached its non-compete obligation. Without admitting or denying any of the Company's allegations, Kersaf and the Company have reached a Settlement Agreement that resolves all of these outstanding matters.

    According to the Settlement Agreement:

1.       The date by which Kersaf is obligated to sell at least
         2,000,000 shares of the Company in a registered public
         offering has been extended from October 31, 2002 to February
         28, 2003.

2.       Kerzner has agreed to terminate all existing lawsuits related
         to Kersaf and release all parties from any claims related
         thereto.

3.       Kersaf's obligation to make the Contribution Payment shall be
         terminated effective December 1, 2002.

4.       Kerzner shall no longer have any interest in the Egypt
         Project.

5.       Kersaf shall pay to Kerzner $32 million plus interest from
         December 1, 2002, on the earlier of the date Kersaf completes
         the sale of the Company's shares and December 31, 2003.


In addition, Kersaf has made a public announcement in South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa.  regarding its intention to sell its shares in the Company, the relevant portion of which is below.

About the Company

Kerzner International Limited is a leading developer and operator of premier casinos A list of casinos. Antigua and Barbuda
  • St. James's Club Antigua in Mamora Bay
  • Casino Riviera in Runaway Bay
  • Grand Princess Casino in St. John's
  • King's Casino in St.
, resorts and luxury hotels. The Company's flagship This article is about the lead ship, store, or product of a group. For other uses, see Flagship (disambiguation).
A flagship is the ship used by the commanding officer of a group of naval ships.
 destination is Atlantis Atlantis (ətlăntĭs, ăt–), in Greek legend, large island in the western sea (the Atlantic Ocean). Plato, in his dialogues the Timaeus and the Critias, , a 2,317-room, ocean-themed resort located on Paradise Island, The Bahamas. Atlantis is a unique destination casino casino or cassino (both: kəsē`nō).

1 Card game played with a full deck by two to four players. Its origins are obscure though it probably traces back to the Italian game of Scopa.
 resort featuring three interconnected hotel towers built around a 7-acre lagoon lagoon

Area of relatively shallow, quiet water with access to the sea but separated from it by sandbars, barrier islands, or coral reefs. Coastal lagoons have low to moderate tides and constitute about 13% of the world's coastline.
 and a 34-acre marine environment that includes the world's largest open-air marine habitat habitat

Place where an organism or a community of organisms lives, including all living and nonliving factors or conditions of the surrounding environment. A host organism inhabited by parasites is as much a habitat as a place on land such as a grove of trees or an aquatic
. The Company also developed and receives certain revenues from Mohegan Sun The Mohegan Sun Resort and Casino located in the village of Uncasville in the town of Montville, Connecticut, U.S., is the world's second largest casino. It is located on 240 acres (0 km) along the banks of Thames River.  in Uncasville, Connecticut Connecticut, state, United States
Connecticut (kənĕt`ĭkət), southernmost of the New England states of the NE United States. It is bordered by Massachusetts (N), Rhode Island (E), Long Island Sound (S), and New York (W).
. Following the completion of a $1 billion expansion, the Native American-themed Mohegan Sun has become one of the premier casino resort destinations in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . In the luxury resort hotel business, the Company operates nine luxury resorts in The Bahamas, Mauritius Mauritius (môrĭsh`ēəs, –əs), officially Republic of Mauritius, republic (2005 est. pop. 1,231,000), 790 sq mi (2,046 sq km), in the SW Indian Ocean. It is part of the Mascarene Islands, c.500 mi (800 km) E of Madagascar. , Dubai Dubai (dbī`), sheikhdom (1995 pop. 674,101), c.1,500 sq mi (3,890 sq km), part of the federation of seven United Arab Emirates, SE Arabia, on the Persian Gulf. , the Maldives Maldives (măl`dēvz, –dīvz), Divehi Divehi, officially Republic of Maldives, republic (2005 est. pop. 349,000), 115 sq mi (298 sq km), off the coast of S Asia in the N Indian Ocean. Malé Island (1995 pop.  and Mexico Mexico, city, Mexico
Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico.
, and has entered into a management and development agreement for a tenth Tenth can mean:

In mathematics:
  • 10th, an ordinal number; as in the item in an order ten places from the beginning, following the ninth and preceding the eleventh.
  • 1/10, a fraction, one part of a unit divided equally into ten parts. It is written 0.
 property in the Maldives. For more information concerning the Company and its operating subsidiaries An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock.  visit http://www.kerzner.com.

This press release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, which are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward-looking statements involve risks and uncertainties, which are described in the Company's public filings with the Securities Exchange Commission.

Inquiries should be directed to John Allison John Allison can refer to the following people:
  • John A. Allison IV (1948— ), chairman and CEO of BB&T Corporation
  • John Allison (artist), the author of the webcomics Bobbins and Scary Go Round
  • John Allison (Representative) (1812–1878), U.
, Executive Vice President - Chief Financial Officer of Kerzner International Limited at +1.242.363.6016.


                      KERSAF INVESTMENTS LIMITED
               EXCERPTS OF ANNOUNCEMENT IN SOUTH AFRICA
                           NOVEMBER 6, 2002


2.       THE PROPOSED DISPOSAL

         2.1      Introduction

                  In terms of restructuring agreements concluded
                  between the Group and KZL on 3 July 2001 ("the
                  restructuring agreements"), the Group undertook to
                  sell 2,000,000 KZL (formerly Sun International
                  Hotels Limited) shares by 30 June 2002 ("the
                  compulsory sale"). The compulsory sale date was
                  initially extended to 30 October 2002 and a further
                  extension to 28 February 2003 has now been agreed.

                  The Group now proposes to sell up to a maximum of
                  4,025,000 KZL shares indirectly owned by Kersaf and
                  Kersaf intends convening a general meeting of its
                  shareholders for the purpose of considering the
                  ordinary resolution necessary to approve the
                  proposed disposal.

2.2      Information on KZL

                  KZL is a leading developer and operator of premier
                  casinos, resorts and luxury hotels and is listed on
                  the New York Stock Exchange ("the NYSE"). KZL's
                  flagship destination is Atlantis, a 2,317 room,
                  ocean-themed resort located on Paradise Island, The
                  Bahamas. Atlantis is a unique destination casino
                  resort featuring three interconnected hotel towers
                  built around a 7-acre lagoon and a 34-acre marine
                  environment that includes the world's largest
                  open-air marine habitat. KZL also developed the
                  Mohegan Sun in Uncasville, Connecticut from which it
                  receives certain revenues. Following the completion
                  of a US$1 billion expansion, the Native
                  American-themed Mohegan Sun has become one of the
                  premier casino resort destinations in the United
                  States of America ("United States"). In the luxury
                  resort hotel business, KZL operates nine luxury
                  resorts in the Bahamas, Mauritius, Dubai, the
                  Maldives and Mexico, and has entered into a
                  management and development agreement for a tenth
                  property in the Maldives.

                  The closing market price of KZL shares on 5 November
                  2002 was US$21,75 per share (approximately R215 per
                  KZL share). As at 5 November 2002, Kersaf
                  effectively held 19.16% (5,230,677 shares) in KZL,
                  at which date the value of its effective
                  shareholding amounted to US$ 113,8 million
                  (approximately R1 126 million).

2.3      Rationale for the proposed disposal

         2.3.1    The compulsory sale

                  The Group is obliged, in terms of the compulsory
                  sale, to sell at least 2,000,000 shares in KZL in
                  terms of the public offering in the United States to
                  be arranged by KZL on its behalf ("the public
                  offering"). The shares will be registered for sale
                  in a public offering with the United States
                  Securities and Exchange Commission ("the SEC").

         2.3.2    Rationale for increasing the public offering

                  Investment bankers and potential underwriters to the
                  proposed public offering in the United States have
                  indicated that it would be advantageous to the Group
                  to make available a higher number of KZL shares in
                  the public offering than was envisaged in the
                  compulsory sale. The higher number of shares should
                  increase the interest of potential investors by
                  improving liquidity in KZL shares on the NYSE and by
                  removing a greater proportion of the potential
                  overhang resulting from the Group's stated intention
                  of disposing of its holdings in KZL over time.
                  Consequently, Kersaf proposes to increase the size
                  of the public offering to include the sale of up to
                  a maximum of 4,025,000 of Kersaf's indirectly held
                  KZL shares.

2.4      Proceeds from the proposed disposal

                  US$32 million of the proceeds from the proposed
                  disposal will be utilised to discharge the Group's
                  obligations in terms of the KZL agreement. The
                  balance will be utilised to settle certain other
                  liabilities of the Group, to partly fund the SIML
                  acquisition and to distribute excess funds to
                  Kersaf. The Board of Kersaf will consider the
                  distribution of excess cash to Kersaf shareholders.
                  Such distribution will to a large extent be
                  determined by the relative success of the public
                  offering.

2.5      Number of KZL shares

                  The number of KZL shares to be disposed of by the
                  Group will, depending on the interest shown in the
                  shares by potential investors, be up to a maximum of
                  4,025,000 KZL shares which includes 525,000 KZL
                  shares that may be required to be sold in the event
                  that the underwriters exercise their overallotment
                  option. The underwriters' overallotment option is
                  the mechanism that allows the underwriters of the
                  public offering to provide price support for the
                  shares. Typically, an overallotment option gives the
                  underwriters the right to purchase up to an
                  additional 15% of the shares to be sold to buyers in
                  the public offering. The underwriters fill the
                  additional allocation in the event that the price
                  holds at or above the public sale price after
                  pricing and allocation or alternatively is filled by
                  shares acquired by the underwriters in the market in
                  the event that the share price weakens after pricing
                  and allocation.

                  The sale of the increased number of KZL shares will
                  discharge the Group's obligation in terms of the
                  compulsory sale.

2.6      Kersaf shareholders approval

                  Although the compulsory sale in itself does not
                  require approval from Kersaf shareholders, the sale
                  of up to a maximum of 4,025,000 KZL shares will
                  require the approval of Kersaf's shareholders in
                  terms of the Listings Requirements of the JSE
                  Securities Exchange South Africa.

                  The pricing of the proposed disposal cannot be
                  determined at this stage but will be determined
                  after the shares have been registered with the SEC
                  in discussion among the underwriters and Kersaf.
                  Kersaf may withdraw from the proposed disposal if
                  the public offering does not realise sufficient
                  interest or realistic pricing. The Board of Kersaf
                  will therefore request Kersaf shareholders to
                  approve the proposed disposal and give the Board of
                  Kersaf the authority to dispose of as many KZL
                  shares as it deems appropriate, but limited to a
                  maximum of 4,025,000, at the most favourable
                  possible prices. In this regard the Board of Kersaf
                  intends calling a general meeting of Kersaf
                  shareholders to obtain the requisite approvals.

2.8      United States Securities Laws Legend

                  This announcement and the information contained
                  herein is not an offer of the KZL shares for sale in
                  the United States, and the KZL shares may not be
                  offered or sold in the United States absent
                  registration with the SEC or an exemption from
                  registration. Any public offering of the KZL shares
                  to be made in the United States will be made by
                  means of a prospectus that may be obtained from KZL
                  or Kersaf and will contain detailed additional
                  information about KZL and its management as well as
                  financial statements.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 6, 2002
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