UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
February 25, 2005
(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 persons 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 10 Pages |
1) | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Caledonia Investments plc |
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2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) |
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3) | SEC USE ONLY
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4) | SOURCE OF FUNDS (See Instructions)
Not Applicable |
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5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
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6). | CITIZENSHIP OR PLACE OF ORGANIZATION
England |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) SOLE VOTING POWER
3,622,293 8) SHARED VOTING POWER
429,030 9) SOLE DISPOSITIVE POWER
-0- 10) SHARED DISPOSITIVE POWER
3,622,293 |
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,051,323 |
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12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
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13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3% |
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14) | TYPE OF REPORTING PERSON (See Instructions)
CO |
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CUSIP NO. P8797T133 | 13D | Page 3 of 10 Pages |
1) | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The Cayzer Trust Company Limited |
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2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) |
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3) | SEC USE ONLY
|
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4) | SOURCE OF FUNDS (See Instructions)
Not Applicable. |
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5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
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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
4,051,323 9) SOLE DISPOSITIVE POWER
-0- 10) SHARED DISPOSITIVE POWER
3,622,293 |
11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,051,323 |
|||
12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
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13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3% |
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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 4,051,323 Ordinary Shares or 11.3% of the outstanding Ordinary Shares previously referenced on page 2. In 2004, Cayzer Limited underwent a reorganization pursuant to which its shareholding in Caledonia was transferred on September 29, 2004 to a new parent company, The Cayzer Trust Company Limited (Cayzer or the Additional Person). Cayzer may be deemed to be an indirect beneficial owner of the Ordinary Shares given its direct holdings of 33.33% of the outstanding capital stock of Caledonia. Cayzer may be deemed to control Caledonia. 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 Persons 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
Not applicable.
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Item 4. Purpose of Transaction
On March 2, 2005, Caledonia completed the sale of 886,000 Ordinary Shares to Deutsche Bank Securities Inc. (Deutsche Bank) pursuant to the terms and conditions of the Purchase Agreement between Caledonia and the Deutsche Bank (the Purchase Agreement). The discussion in this Item 4 should be read with the disclosure under Item 6 of this Statement and the Purchase Agreement, which is incorporated herein and attached as Exhibit 99.H. Caledonia will use the proceeds from the sale for general corporate purposes.
Caledonia may, from time to time, increase, reduce or dispose of its investment in the 3,622,293 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. The voting rights to the 429,030 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 4,051,323 Ordinary Shares of the Issuer, which includes the sole right to vote and dispose of 3,622,293 Ordinary Shares and the sole voting rights (without dispositive power) for 429,030 Ordinary Shares pursuant to the terms of the Irrevocable Proxy Agreement dated July 3, 2001 (Proxy Agreement). The discussion in this Item 5 of Caledonias voting rights to 429,030 Ordinary Shares should be read with the Proxy Agreement, which was previously filed as Exhibit 99.B and is incorporated hereby into this discussion. Caledonias beneficial ownership of the Ordinary Shares represents 11.3% of the total of 35,889,849 Ordinary Shares outstanding according to information received from the Issuer. 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 3,622,293 Ordinary Shares of the Issuer. Caledonia has the right to vote an additional 429,030 Ordinary Shares pursuant to the terms of the Proxy Agreement.
(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 3,622,293 Ordinary Shares of the Issuer that it holds.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 2, 2005, Caledonia completed the sale of 886,000 Ordinary Shares to Deutsche Bank for an aggregate purchase price of $54,471,280.00 ($61.48 per share). The conditions to completion of the sale of the 886,000 Ordinary Shares by Caledonia have been satisfied. The discussion in this Item 6 should be read with the Purchase Agreement, incorporated herein and attached as Exhibit 99.H.
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. | |
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. | |
99. G. ***** | Press Release dated August 10, 2004 announcing completion of sale of 1.3 million Kerzner International Limited Ordinary Shares. | |
99. H. | Purchase Agreement, dated March 1, 2005, by and between Caledonia Investments plc and Deutsche Bank Securities Inc. |
* | Previously filed as Exhibits to the Schedule 13D filed with the SEC on July 13, 2001. |
** | Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D filed with the SEC on January 21, 2003. |
*** | Previously filed as Exhibits to Amendment No. 3 to the Schedule 13D filed with the SEC on July 27, 2004. |
**** | Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D filed with the SEC on August 11, 2004. |
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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.
March 7, 2005 | CALEDONIA INVESTMENTS PLC | |||
By: | /s/ Graeme Denison | |||
Name: | Graeme Denison | |||
Title: | Company Secretary | |||
March 7, 2005 | THE CAYZER TRUST COMPANY 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).
7
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 |
8
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 | |||
R Goblet dAlviella |
Rue du Village 5 B-1490 Court Saint Etienne Brussels Belgium |
Chief Executive Officer Sofina sa |
Belgium | |||
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 |
9
(ii) Directors and Executive Officers of The Cayzer Trust Company 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 |
Solicitor | United Kingdom | |||
D. V. Gibbs |
Flat 2 143 Finborough Road London SW10 9AW England |
Director and Company Secretary, The Cayzer Trust Company 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 |
Retired | United Kingdom | |||
M. G. Wyatt |
Pippin Park Lidgate, Newmarket Suffolk CB8 9PP England |
Non-executive director, Caledonia Investments plc |
United Kingdom |
10
Exhibit 99H
PURCHASE AGREEMENT
Pricing Terms and Closing Arrangements
Seller: Caledonia Investments plc |
Issuer (ticker): KZL | |
Common Stock of Issuer (the Shares): 886,000 |
Per Share purchase price: $61.48 | |
Aggregate Purchase Price: $54,471,280.00 |
Closing Time: 12:00 on Wednesday, March 2, 2005 |
The Seller agrees with Deutsche Bank Securities Inc. (Deutsche Bank) that Seller shall sell and Deutsche Bank shall purchase the Shares on the terms and subject to the conditions set forth in this Agreement.
Payment for the Shares is to be made in Federal (same day) funds to an account designated by the Seller against delivery of certificates therefor to the Deutsche Bank. Such payment and delivery are to be made through the facilities of The Depository Trust Company at the Closing Time or at such other time and date as Seller and Deutsche Bank shall agree upon.
Closing Conditions, Representations and Warranties and Indemnity
Deutsche Banks obligations under this Agreement are subject to the conditions specified in Annex I, and the Seller shall indemnify Deutsche Bank to the extent specified in Annex I.
The Seller makes the representations and warranties and provides the undertakings specified in Annex II.
Notices, Rights of Third Parties, Governing Law and Counterparts
No statement, notice or waiver under, or amendment to, this Agreement shall be valid unless it is in writing and, in the case of amendments, executed by each party. Notices shall be delivered by facsimile as indicated below.
This Agreement shall be binding upon, and inure solely to the benefit of, Deutsche Bank and the Seller and their respective successors and permitted assigns and, to the extent provided herein, their directors, officers, employees and controlling persons and no other person shall acquire or have any rights under or by virtue of this Agreement. Time shall be of the essence in this Agreement, and neither party may assign any of its rights or obligations under this Agreement to any other party.
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, and the parties agree that the State and Federal courts located in New York County are the most appropriate and convenient courts to hear any dispute under or arising out of this Agreement and, accordingly, submit to the exclusive jurisdiction of such courts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
DEUTSCHE BANK SECURITIES INC. | SELLER Sellers Legal Name: | |||||
By: |
/s/ Warren F. Estey | By: |
/s/ Graeme P. Denison | |||
Name: Warren F. Estey Title: Director Date: March 1, 2005 Facsimile for Notices: Attn: |
Name: Graeme P. Denison Title: Company Secretary Date: March 1, 2005 Facsimile for Notices: 44 20 7802 8420 Attn: G.P. Denison |
Annex I
Conditions
The obligations of Deutsche Bank under this Agreement are subject to the conditions set forth below. Deutsche Bank may waive, in its sole discretion, any of these conditions by written notice to the Seller.
Delivery of the Shares. The Shares shall be delivered at the Closing Time in accordance with the terms of this Agreement,. [Seller has legal obligation to deliver clean shares it is not the DBs obligation we are simply facilitating].
Accuracy of Sellers Representations and Warranties. Each of the representations and warranties of the Seller shall have been correct when given or made and shall be correct in all material respects at the Closing Time as though it had been given or made at the Closing Time, and, if requested, Deutsche Bank shall have received a certificate of an executive officer or director of the Seller confirming satisfaction of this condition.
No Force Majure Event Has Occurred. None of the following events shall have occurred between the date of this Agreement and the Closing Time: (A) a suspension of trading generally on the New York Stock Exchange or a limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the New York Stock Exchange, (B) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in Deutsche Banks reasonable judgement, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (C) the declaration of a banking moratorium by United States or New York State authorities.
In the event that Seller shall not have delivered the Shares as required, [see comment above] or any of the above conditions shall not have been satisfied (or waived in writing), by or at the Closing Time, Deutsche Bank shall not be bound to proceed with any purchase of the Shares and this Agreement shall cease to have effect, except for the liability of the Seller arising before or in relation to such termination and as otherwise provided herein, provided that, if the Seller delivers less than all of the Shares by or at the Closing Time, Deutsche Bank shall also have the option to effect the purchase of any number of such Shares as are delivered at the agreed purchase price per share, but such partial purchase shall not relieve the Seller from liability for its default with respect to the Shares not purchased.
Indemnification
The Seller agrees to indemnify and hold harmless Deutsche Bank against any losses, claims, damages, demands or liabilities to which Deutsche Bank may become subject in so far as such losses, claims, damages or liabilities (or actions in respect hereof) relate to or arise out of any breach or alleged breach of the terms of this Agreement or as a result of any of the representations and warranties of the Seller being, or alleged to be, untrue or misleading in any respect. This indemnity shall not, however, apply to the extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from Deutsche Banks willful default [see comment above]. The Seller agrees to reimburse Deutsche Bank promptly for any duly itemized expenses (including reasonable counsels fees) reasonably incurred by Deutsche Bank in connection with investigating or defending any such action or claim. The indemnification obligations of the Seller are in addition to any liability the Seller may otherwise have and shall extend, upon the same terms and conditions, to the respective directors, officers, employees and controlling persons of Deutsche Bank. The indemnification obligations of the Seller shall survive termination of this Agreement.
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Annex II
Representations & Warranties; Undertakings
The Seller represents and warrants to, and agrees with, Deutsche Bank that:
This is a Valid and Binding Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and legally binding agreement of the Seller.
Seller Has All Necessary Approvals to Sell the Shares. All consents, orders, approvals, and other authorizations, whether governmental, corporate or other, necessary for the execution, delivery and performance by the Seller of this Agreement and the transactions contemplated hereby have been obtained or made and are in full force and effect.
The Sale Does Not Conflict with the Sellers Other Agreements or Applicable Laws. The compliance by the Seller with all of the provisions of this Agreement will not conflict with, result in a breach or violation of, or constitute a default under: (A) the terms of any agreement or instrument to which the Seller or its subsidiaries is a party or by which it or any of its or their properties or assets is bound, other than the terms of any such agreements or instruments from which the Seller has obtained a waiver; or (B) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over, the Seller, its assets or its properties.
Registration Under the Securities Act. The sale of the Shares is exempt from registration under the U.S. Securities Act of 1933, as amended, provided the representation letter of Deutsche Bank in connection with this transaction is true and accurate as of the date executed.
Seller Will Transfer Good and Valid Title to the Shares, Free of Restrictions. The Seller has good and valid title to the Shares free and clear of liens, encumbrances, equities or claims; and upon delivery of the Shares to Deutsche Bank, pursuant to this Agreement, good and valid title to the Shares, free and clear of liens, encumbrances, equities or claims, will pass to Deutsche Bank.
The Seller has not Manipulated the Price of any of the Issuers Securities. Neither the Seller nor anyone acting on its behalf has made or will make bids for, or purchases of, any security (A) for the purpose of creating actual or apparent trading in, or of raising the price of, any security of the Issuer or (B) which are designed to cause, have caused, or might reasonably be expected to cause, manipulation of the price of any security of the Issuer.
The Seller is not Violating Insider Trading Laws. The Seller does not have any material non-public information concerning the Issuer, the sale of the Shares hereunder will not, to the knowledge of Seller, constitute a violation by Seller of Rule 10b-5 under the Securities Exchange Act of 1934 (the Exchange Act) or any other applicable law prohibiting insider dealing in securities and the sale of Shares by the Seller is not prompted by any material information concerning the Issuer which is not disclosed in the Issuers filings under the Securities Exchange Act of 1934, as amended.
The Seller undertakes to immediately notify Deutsche Bank in writing if any of its representations or warranties was not correct when made or ceases to be correct prior to the Closing Time.
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