The Securities Commission of The Bahamas (the Commission) advises that effective June 16, 2004, it has exempted the Offering Memorandum (the Offering Memorandum) dated June 14, 2004 for the issue of 10,000,000 Bahamian Depositary Receipts (BDRs) in Kerzner International Limited from registration with the Commission pursuant to Section 54(7)(c) of the Securities Industry Act, 1999.
This exemption from registration was granted based on various considerations by the Commission including the following:
– the offer is being made by an internationally listed company with a significant nexus to the Bahamas thought its substantial physical presence;
– the shares of Kerzner International Limited are listed and regulated by The US Securities and Exchange Commission and The New York Stock Exchange and thus there is a significant level of regulation being conducted internationally; and the BDRs will be listed on the Bahamas International Securities Exchange (BISX)
The Commission emphasizes however, that in spite of the exemption granted, the BDRs will nonetheless be subject to regulation by both BISX and the Commission. The Commission has responsibility for approving BISX rules. A part of its consideration of the appropriateness of the exemption was made subject to inter alia the Commission being satisfied that the offering memorandum complied with the approved BISX BDR rules. Thus the Commission was substantially involved from a regulatory perspective in ensuring that the Offering Memorandum was regulatory compliant. Further, under the approved BISX rules the depository for the BDRs are subject to various ongoing regulatory requirements, which although administered by BISX are over sighted by the Commission.
Further, the Commission notes that this exemption is not a precedent setting initiative and any future applications would be considered on its own merits. This exemption is therefore being granted for this offer only , and future issues of BDRs may be required to register their Offering Memorandum with the Commission pursuant to Section 54 (1) of the Securities Industry Act, 1999 unless the Commission deems it appropriate to exempt such issues in the future.
The Commission advises that as a result of this approval the issuer is now authorized to distribute its Offering Memorandum dated June 14, 2004 for the issue of 10,000,000 Bahamian Depository Receipts (BDRs) in Kerzner International Limited (KZL) to the public.
The Commission further advises the public that the required Government approvals of the categories of investors eligible to participate in the offering were received only in respect of some of the categories of eligible investors as defined in the Offering Memorandum. Thus the offer is ONLY available to the following persons of individuals:
– Citizens of The Bahamas;
– Permanent Residents of The Bahamas with the unrestricted right to work endorsed on their certificates of Permanent Residence: and
– Companies or other investment vehicles (e.g. Trusts or Settlements) wholly-owned by, or whose beneficiaries are wholly comprised of, individuals included in categories (i) and (ii) above.
The offer is NOT available to the following categories of persons
– Persons treated as Temporary Residents of The Bahamas for Exchange Control purposes (i.e. holders of a work permit) and Permanent Residents with a restricted right to work and
– Companies designated ﾓResidentﾒ for Exchange Control purposes in The Bahamas with some degree of non-Bahamian ownership and that in the normal course of their business activities invest in securities i.e. insurance companies and other financial services providers.
In this regard, the Commission has directed the issuer to publish notices of these changes in the eligibility of investors as stipulated in the Offering Memorandum in both the print and electronic media throughout the period of the offer.
