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
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 (d bī`), 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, MexicoMexico 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:
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:
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.
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