SC 13D/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

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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

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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

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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.

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(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.

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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.

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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).

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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

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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

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(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

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Name	Residence	Principal Occupation	Citizenship
M. G. Wyatt	Pippin Park Lidgate, Newmarket Suffolk CB8 9PP England	Non-executive director, Caledonia Investments plc	United Kingdom

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EX-99.E

Exhibit 99.E

Execution Copy

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2004, by and between Caledonia Investments PLC, a company incorporated under the laws of England (the “Seller”), and Istithmar PJSC, a company organized under the laws of Dubai (the “Purchaser”).

A.     The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 1,300,000 ordinary shares (the “Secondary Shares”) of Kerzner International Limited, a company incorporated under the laws of The Bahamas (the “Company”), par value $0.001 per share, for an aggregate purchase price of $61,750,000 in cash ($47.50 per share).

B.     Contemporaneously with the execution and delivery of this Agreement, the Purchaser has entered into a stock purchase agreement (the “Company Purchase Agreement”) with the Company, providing for the purchase of 3,000,000 ordinary shares (the “Company Shares”) of the Company, par value $0.001 per share, at an aggregate purchase price of $153,750,000 in cash ($51.25 per share).

C.     At the Closing (as defined in Section 2 herein), the Company, the Purchaser, the Seller and certain other shareholders of the Company will execute and deliver a letter agreement (the “Letter Agreement”), in the form attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Agreement to Sell and Purchase the Secondary Shares; Registration Rights. (a) At the Closing, the Seller will, subject to the terms and conditions of this Agreement, sell to the Purchaser, and the Purchaser will, subject to the terms and conditions of this Agreement, purchase from the Seller, the Secondary Shares for an aggregate purchase price of $61,750,000 in cash (the “Purchase Price”) ($47.50 per share).

(b)   Effective upon the Closing, (i) the Seller will assign its registration rights under the 2001 Agreement (as defined below) with respect to the Secondary Shares (other than rights pursuant to Section 5.3.2(b) (second) of the 2001 Agreement) in accordance with the terms of the 2001 Agreement, and (ii) in connection therewith, the Purchaser will be bound with respect to the Secondary Shares by Article V of the 2001 Agreement as it applies to the “Caledonia Group” (as such term is defined in the 2001 Agreement). The “2001 Agreement” means the Registration Rights and Governance Agreement, dated as of July 3, 2001, among the Company, 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.

2.      Delivery of the Secondary Shares at the Closing.

2.1    The closing of the sale to, and purchase by, the Purchaser of the Secondary Shares (the “Closing”) shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the later of July 21, 2004, or the second business day following the satisfaction (or, to the extent permitted, waiver by the parties entitled to the benefits thereof) of all the conditions set forth in this Agreement (the “Closing Date”). At the Closing, the Seller shall deliver to the Purchaser one or more certificates evidencing the Secondary Shares (or such instruments of transfer as are reasonably satisfactory to the Purchaser to transfer to and vest in the Purchaser record and beneficial ownership of the Secondary Shares) against delivery to the Seller of the Purchase Price by wire transfer of immediately available funds to an account that the Seller will designate in writing to the Purchaser at least two business days prior to the Closing Date.

2.2     The Seller’s obligation to complete the purchase and sale of the Secondary Shares to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Seller: (a) receipt by the Seller of immediately available funds in the full amount of the Purchase Price; (b) the accuracy of each of the representations and warranties of the Purchaser herein, in each case as of the date of this Agreement and as of the Closing Date as if restated on and as of the Closing Date; (c) the fulfillment by the Purchaser of each of its undertakings herein required to be fulfilled prior to the Closing; (d) receipt by the Seller of a certificate signed by an authorized officer of the Purchaser confirming the matters described in the preceding clauses (b) and (c); and (e) no Law (as hereinafter defined) or other legal restraint or prohibition preventing the consummation of transactions contemplated by this Agreement or the Letter Agreement shall be in effect.

2.3     The Purchaser’s obligation to pay for the Secondary Shares shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) receipt by the Purchaser of the stock certificate(s), each duly executed for transfer or together with a stock power, evidencing the Secondary Shares (or such instruments of transfer as are reasonably satisfactory to the Purchaser to transfer to and vest in the Purchaser record and beneficial ownership of the Secondary Shares); (b) the accuracy of each of the representations and warranties of the Seller herein, in each case as of the date of this Agreement and as of the Closing Date as if restated on and as of the Closing Date; (c) the fulfillment by the Seller of each of its undertakings herein required to be fulfilled prior to the Closing; (d) receipt by the Purchaser of a certificate signed by an authorized officer of the Seller confirming the matters described in the preceding clauses (b) and (c); (e) the concurrent consummation of the sale of the Company Shares in accordance with the terms of the Company Purchase Agreement; (f) the execution and delivery of the Letter Agreement by the Seller; and (g) no Law or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement and the Letter Agreement shall be in effect; provided, however, that the condition in foregoing clause (e) may not be waived without the Company’s prior written consent.

3.     Representations, Warranties and Covenants of the Seller. In consideration for the Purchaser’s agreement to enter into this Agreement and the Letter

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Agreement and to purchase the Secondary Shares from the Seller, the Seller hereby represents and warrants to, and covenants with, the Purchaser as follows:

3.1     Organization and Qualification. The Seller is a company duly organized and validly existing under the laws of the jurisdiction in which it is incorporated and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failures to so qualify individually or in the aggregate would not be reasonably likely to prevent or materially delay fulfillment of the closing conditions set forth in Section 2.3 or the Seller’s ability to perform its obligations under this Agreement.

3.2     Validity. The execution, delivery and performance by the Seller of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby and the transactions contemplated to be consummated at or promptly following the Closing under the Letter Agreement have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and, assuming the valid execution and delivery thereof by the Purchaser constitutes, and the Letter Agreement, when duly executed and delivered by the Seller and, assuming valid execution and delivery thereof by the other parties thereto will constitute, a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms.

3.3     Private Offering. None of the Seller, its subsidiaries or their representatives has sold or offered any security of the Company to any person under circumstances that would cause the sale of the Secondary Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). None of the Seller, its subsidiaries or their representatives will offer the Secondary Shares or any part thereof or any similar securities for sale to, or solicit any offer to acquire any of the same from, anyone so as to make the sale of the Secondary Shares subject to the registration requirements of Section 5 of the Securities Act. Assuming the representations of Purchaser contained in Section 4.3 and Section 4.4 are true and correct, the sale and delivery of the Secondary Shares hereunder are exempt from the registration and prospectus delivery requirements of the Securities Act.

3.4     The Secondary Shares. The Seller is the record and beneficial owner of the Secondary Shares, free and clear of all liens, encumbrances, equities and claims and at the Closing will duly indorse the Secondary Shares in blank, and upon sale and delivery of, and payment for, the Secondary Shares as provided for herein, the Purchaser will own the Secondary Shares free and clear of all liens, encumbrances, equities and claims, other than those arising from acts of the Purchaser or its affiliates. Other than this Agreement, the Ancillary Agreements (as defined in the Company Purchase Agreement) and Article V of the 2001 Agreement, the Secondary Shares are not subject to any voting trust agreement or other contract that will apply to the Secondary Shares following the transactions contemplated hereby, including any such contract restricting or otherwise relating to the voting, dividend rights or disposition of the Secondary Shares. Other than the payment of the New York State stock transfer tax, no stock transfer taxes are due as a result of the sale of the Secondary Shares. The

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Secondary Shares constitute “Registrable Securities” as such term is defined in the 2001 Agreement.

4.       Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to, and covenants with, the Seller as follows:

4.1     Organization. The Purchaser is a company duly organized and validly existing under the laws of Dubai and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failures to so qualify individually or in the aggregate, are not reasonably likely to prevent or materially delay fulfillment of the closing conditions set forth in Section 2.2 or the Purchaser’s ability to perform its obligations under this Agreement or the Letter Agreement.

4.2     Validity. The execution, delivery and performance by the Purchaser of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby and the transactions contemplated to be consummated at or promptly following the Closing under the Letter Agreement have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming the valid execution and delivery thereof by the Seller, constitutes, and the Letter Agreement, when duly executed and delivered by the Purchaser and, assuming valid execution and delivery thereof by the other parties thereto, will constitute, a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

4.3     Ability to Protect Its Own Interests and Bear Economic Risks. By reason of the business and financial experience of its management, the Purchaser has the capacity to evaluate the risks and merits of, and make an informed decision with regard to, an investment in the Company and the transactions contemplated by this Agreement. The Purchaser is able to bear the economic risk of an investment in the Secondary Shares, and has an adequate income independent of any income produced from an investment in the Secondary Shares and has sufficient net worth to sustain a loss of all of its investment in the Secondary Shares without economic hardship if such a loss should occur. The Purchaser recognizes that an investment in the Secondary Shares involves a high degree of risk, including a risk of total loss of Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Secondary Shares, including those set forth under the heading “Risk Factors” in the Company’s registration statement on Form F-3 filed with the SEC on July 2, 2004. The Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Secondary Shares, relied solely upon the advice of the Purchaser’s own counsel and has not relied upon or consulted the counsel to the Seller.

4.4     Reliance on Exemptions; Acquisition for Own Account. (a) The Purchaser understands that the Secondary Shares are being offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Secondary Shares.

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(b)   The Purchaser is a company not formed for the specific purpose of acquiring the Secondary Shares, with total assets in excess of $5,000,000. The Secondary Shares have not been offered or sold to the Purchaser by any form of “general solicitation” or “general advertising”, each as defined in Rule 502(c) of Regulation D under the Securities Act.

(c)   The Purchaser is acquiring the Secondary Shares for its own account and for investment purposes only and with no present intention of distributing any of the Secondary Shares or any arrangement or understanding with any other persons regarding the distribution of the Secondary Shares. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Secondary Shares except in compliance with the Securities Act (including pursuant to an exemption from the registration requirements thereof), the rules and regulations thereunder and any applicable state securities laws. The Purchaser has, in connection with its decision to purchase the Secondary Shares, not relied upon any representations or other information (whether oral or written) other than the representations and warranties of the Seller contained herein and the representations and warranties of the Company contained in the Company Purchase Agreement.

4.5     Transfer Taxes. Other than the payment of the New York State stock transfer tax, no stock transfer taxes are due as a result of the purchase of the Secondary Shares.

5.       Termination.

5.1     Termination. Notwithstanding anything contained herein to the contrary, this Agreement shall automatically terminate upon termination of the Company Purchase Agreement and may not be otherwise terminated by the Seller and the Purchaser without the Company’s prior written consent.

5.2     Consequences of Termination. In the event of termination of this Agreement pursuant to Section 5.1, this Agreement shall become void and of no further force or effect, except for this Section 5.2. Nothing in this Section 5 or elsewhere in this Agreement shall be deemed to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. Nothing in this Section 5 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement.

6.       Survival of Representations and Warranties and Covenant; Certain Remedies. Notwithstanding any investigation made by any party to this Agreement, all representations and warranties made by the Seller and the Purchaser herein and in the certificates delivered pursuant hereto shall survive without limitation as to time. Any covenant or undertaking in this Agreement contemplating performance by any party following the Closing shall survive in accordance with its terms.

7.       Reasonable Best Efforts. The Seller and the Purchaser will each use its reasonable best efforts to satisfy the closing conditions prior to August 31, 2004, including the execution and delivery of the Letter Agreement, and to consummate the transactions contemplated hereby.

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8.       Broker’s Fee. There is no broker, investment banker, financial advisor, finder or other person which has been retained by or is authorized to act on behalf of any party hereto who might be entitled to any fee or commission for which any other party hereto will be liable in connection with the execution of this Agreement or the transactions contemplated hereby.

9.       Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given (i) when delivered, if delivered in person, (ii) when sent by facsimile (provided the fax is promptly confirmed by telephone confirmation thereof), (iii) when sent by email (provided the email is promptly confirmed by telephone confirmation thereof) and (iv) two business days following sending by overnight delivery by an internationally recognized overnight courier, in each case, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9):

(a)     if to the Seller, to:

Caledonia Investments PLC

Cayzer House

30 Buckingham Gate

London SW1E 6NN

England

Attention: The Company Secretary

Facsimile: +44 20 7802 4849

Email: graeme.denison@caledonia.com

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, New York 10019

Attention: David A. Katz, Esq.

Facsimile: (212) 403-2309

Email: dakatz@wlrk.com

(b)     if to the Purchaser, to:

Istithmar PJSC

Emirates Towers, Level 47

Sheikh Zayed Road

PO Box 17000

Dubai, United Arab Emirates

Attention: Chief Executive Officer

Facsimile: +971 4 390 3818

Email: info@istithmar.ae

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with a copy to:

Cleary, Gottlieb, Steen & Hamilton

One Liberty Plaza

New York, New York 10006

Attention: Daniel S. Sternberg

Facsimile: (212) 225-3999

Email: DSternberg@cgsh.com

or to such other person at such other place as the Seller or the Purchaser shall designate to the other party in writing.

10.     Publicity. Except to the extent required by applicable Law, the Seller shall not, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement. Prior to making any public disclosure with respect to the transactions contemplated by this Agreement required by applicable Law, the Seller shall use reasonable efforts to consult with the Purchaser in advance thereof and shall use its reasonable efforts to reach an agreement with the Purchaser as to the content and timing of such public announcement or press release.

11.     Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by either party without the prior written consent of the other party hereto. Any attempted assignment in violation of this Section 11 shall be void.

12.     No Third-Party Beneficiaries. Except for the proviso in Section 2.3 and for Section 5.1 which are for the benefit of the Company, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

13.     Amendment. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Seller and the Purchaser. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively) only with the written consent of the Seller and the Purchaser.

14.     Interpretation; Exhibits; Certain Definitions. (a) When a reference is made in this Agreement to a Section, Subsection or Exhibit, such reference shall be to a Section or Subsection of or an Exhibit to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein”, “hereto”, “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall

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mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. References to a person are also to its permitted successors and assigns.

(b)     For all purposes hereof:

“affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“Governmental Entity” means any transnational, federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any national stock exchange or national quotation system on which securities issued by the Seller or any of its subsidiaries, are listed.

“Law” means any law, treaty, statute, ordinance, code, rule, regulation, judgment, decree, order, writ, award, injunction, authorization or determination enacted, entered, promulgated, enforced or issued by a Governmental Entity.

“person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person or by another subsidiary of such first person.

15.     Entire Agreement. This Agreement and the Letter Agreement contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as expressly set forth herein or in the Letter Agreement.

16.     Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

17.     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of law provisions thereof.

18.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or

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more counterparts have been signed by each party hereto and delivered to the other parties.

19.     Jurisdiction. (a) Each party inter se irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, solely for the purposes of any suit, action or other proceeding arising out of this Agreement, the Letter Agreement or any transaction contemplated hereby or thereby. Each party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the parties hereto further irrevocably consents, and shall cause each of its affiliates to irrevocably consent, to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party at its address as provided for notices hereunder. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the Letter Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b)     The Purchaser confirms that (i) it is not a party to any agreement with the United States of America relating in any way to the immunity of the Purchaser from jurisdiction of courts, suit, execution upon a judgment, attachment prior to judgment or in aid of execution upon a judgment or any other legal process and (ii) it is, under the law of Dubai, subject to civil and commercial law with respect to its obligations under this Agreement and has agreed not to assert the defense of immunity, on the grounds of sovereignty or otherwise, in respect of any suit, action or proceeding arising out of or relating to claims under this Agreement or the Letter Agreement, or the consummation of the transactions contemplated hereby or thereby.

20.     No Implied Waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

21.     Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement, the Letter Agreement or the transactions contemplated hereby and thereby.

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22.     Expenses. Each of the Seller and the Purchaser shall pay and be responsible for all of its respective fees and expenses, including legal fees and expenses, incurred in connection with the preparation and negotiation of this Agreement and the Letter Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

CALEDONIA INVESTMENTS PLC
By	/s/ P.N. Buckley
	Name: P.N. Buckley Title: Chairman

ISTITHMAR PJSC
By	/s/ Sultan Ahmed Bin Sulayem
	Name: Sultan Ahmed Bin Sulayem Title: Chairman

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EXHIBIT A

LETTER AGREEMENT

Kerzner International Limited

P.O. Box N-4777

Nassau, The Bahamas

July [    ], 2004

Caledonia Investments PLC Cayzer House 1 Thomas More Street London E1 9AR England Istithmar PJSC Emirates Towers, Level 47 Sheikh Zayed Road PO Box 17000 Dubai, United Arab Emirates Cement Merchants SA P.O. Box 777 Steinort 175 FL-9497 Triesenberg Principality of Liechtenstein World Leisure Group Limited c/o Trident Trust Company Limited PO Box 146, Road Town Tortola, British Virgin Islands

Letter Agreement

Ladies and Gentlemen:

Reference is made to (a) the Stock Purchase Agreement dated as of July 15, 2004, between Kerzner International Limited (the “Company”) and Istithmar PJSC (“Istithmar”), (b) the Stock Purchase Agreements dated as of July 15, 2004 (the “Secondary Purchase Agreements”), between certain selling shareholders and Istithmar, (c) the Corporate Governance Agreement dated [    ], 2004 (the “Governance Agreement”) between the Company and Istithmar (d) the Registration Rights Agreement dated [    ], 2004 (the “Istithmar Registration Rights Agreement”), between the Company and Istithmar and (e) the Registration Rights and Governance Agreement dated as of July 3, 2001 (as in effect on the date hereof, the “2001 Agreement”), among the Company, Caledonia Investments PLC (“Caledonia”), Cement Merchants SA (“CMS”), World Leisure Group Limited (“WLG”) and certain other parties. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the 2001 Agreement.

Pursuant to this letter agreement and in connection with the foregoing, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

(a) Istithmar shall, and if applicable, shall cause each of its Controlled Affiliates to, (i) vote all Shares it Beneficially Owns at any Shareholders Meeting or in any Written Consent with respect to such Shares, in favor of any nominee to the Board of

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Directors of the Company designated by WLG, Caledonia or CMS in accordance with Section 3.4 of the 2001 Agreement and (ii) take all other actions reasonably requested by each of WLG, Caledonia and CMS to cause each of their respective nominees to be appointed to the Board of Directors of the Company in accordance with Section 3.4 of the 2001 Agreement and to give effect to the provisions of this letter;

(b) Each of Caledonia, CMS and WLG shall, and in the case of WLG, CMS and Caledonia, if applicable, shall cause each of its Controlled Affiliates to, (i) vote all Shares it Beneficially Owns (including any Proxy Shares) at any Shareholders Meeting or in any Written Consent with respect to such Shares, in favor of any nominee to the Board of Directors of the Company designated by Istithmar in accordance with Section 3.2 of the Governance Agreement, and (ii) take all other actions reasonably requested by Istithmar to cause such nominee to be appointed to the Board of Directors of the Company and to give effect to the provisions of Article III of the Governance Agreement and this letter;

(c) Caledonia agrees that the consummation of the purchase and sale of Shares pursuant to the Secondary Purchase Agreement to which it is a party shall constitute the sale of 1,300,000 “Caledonia Tag Shares” for purposes of Section 5.3.2(b) of the 2001 Agreement;

(d) CMS agrees that the consummation of the purchase and sale of Shares pursuant to the Secondary Purchase Agreement to which it is a party shall constitute the sale of 200,000 “CMS Tag Shares” for purposes of Section 5.3.2(b) of the 2001 Agreement; and

(e) Each of Caledonia, CMS and WLG acknowledges and agrees that the Purchaser is a “Permitted Transferee” and a “Holder” of the Shares acquired pursuant to the Secondary Purchase Agreements and that such Shares constitute “Registrable Securities” for purposes of the 2001 Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Very truly yours,
KERZNER INTERNATIONAL LIMITED,
By
	Name:
	Title:

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Accepted and agreed to as of

the date first above written:

CALEDONIA INVESTMENTS PLC,		CEMENT MERCHANTS SA,
By		By
	Name:		Name:
	Title:		Title:
ISTITHMAR PJSC,		WORLD LEISURE GROUP LIMITED,
By		By
	Name:		Name:
	Title:		Title:

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EX-99.F

Exhibit 99.F

News release

Sale of 1.3 million shares in Kerzner International Ltd

Caledonia Investments plc (“Caledonia”) announces that it has agreed to sell 1.3m shares in the resorts developer and operator, Kerzner International Ltd (“KI”), at a price of $47.5 per share.

At today’s exchange rates, the value of the KI shares to be sold by Caledonia amounts to £33.3m and, upon satisfaction of the closing conditions which it is hoped will be by no later than the end of August, the proceeds from the sale will be used for general corporate purposes, including the repayment of Caledonia’s existing bank borrowings. The KI shares to be sold were held in Caledonia’s balance sheet at 31 March 2004 at a value of £32.2m.

Following completion of the sale, Caledonia will retain a stake of approximately 13 per cent in KI’s share capital.

16 July 2004

Enquiries:

Caledonia Investments

Tim Ingram, Chief Executive

Jonathan Cartwright, Finance Director

020 7802 8080

College Hill

Tony Friend

Richard Pearson

020 7457 2020

16 Jul 2004