09:12     HK&S HOTELS<00045> - Announcement (1)                               

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
    THE HONGKONG AND SHANGHAI HOTELS, LIMITED                                 
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 45)                                                          
                                                                              
    CLOSING OF OFFER TO SHAREHOLDERS OF                                       
    MANILA PENINSULA HOTEL, INC.                                              
                                                                              
    Further to the Announcement, HSH announces that its                       
    Offer to purchase 50% of the MPHI Shares held by the                      
    MPHI Shareholders has been declared unconditional on                      
    24th February, 2005 and all Conditions Precedent have                     
    been fulfilled or waived.                                                 
                                                                              
    HSH has received valid acceptances in respect of                          
    27,623,840 MPHI Shares, representing 29.26% of the                        
    issued share capital of MPHI. In addition, HSH                            
    received indications from 2 MPHI Shareholders                             
    offering to sell 2,284,998 MPHI Shares representing                       
    2.42% of the issued share capital of MPHI after the                       
    close of the Offer which HSH has indicated that it                        
    will accept. Together with the 37,767,941 MPHI Shares                     
    representing 39.99% of the issued share capital of                        
    MPHI held by HSH and its associates before the date                       
    of the Offer, HSH will, upon completion of the Offer,                     
    have control of 67,676,779 MPHI Shares, representing                      
    71.68% of the issued share capital of MPHI.                               
                                                                              
    HSH varied the terms of the Offer at the request of                       
    MPHI Shareholders by making available share                               
    consideration to all MPHI Shareholders who requested                      
    it. MPHI Shareholders holding an aggregate of                             
    22,204,882 MPHI Shares, have elected settlement by                        
    issue of HSH Shares valued at HK$5.855 (Peso 42.39)                       
    each (which is equivalent to the weighted average                         
    closing price of HSH Shares for the 10 trading days                       
    immediately preceding and including 26th October,                         
    2004, which was the latest practicable date prior to                      
    the making of the Offer, on the basis of Peso                             
    7.2401=HK$1) as stated in the Announcement.                               
    Accordingly, MPHI Shareholders will receive 0.2477                        
    HSH Share for every MPHI Share sold. HSH will issue                       
    5,500,131 new HSH Shares as settlement for the                            
    purchase of the MPHI Shares (rounded down to disregard                    
    fractional entitlements), and the Stock Exchange has                      
    granted the required listing permission for the                           
    5,500,131 new HSH Shares. This represents 0.3922% of                      
    the existing issued share capital and 0.3907% of the                      
    enlarged issued share capital of HSH. Acceptance and                      
    purchase of the remaining 7,703,956 MPHI Shares will                      
    be settled in cash at the Offer Price of Peso 10.5                        
    each (approximately HK$1.45 each) representing an                         
    aggregate of Peso 80,891,538 (approximately                               
    HK$11,172,710).                                                           
                                                                              
    The aggregate consideration payable upon completion                       
    of the Offer will be Peso 314,042,799 (approximately                      
    HK$43,375,478) divided into the issue of 5,500,131                        
    new HSH Shares at HK$5.855 (approximately Peso 42.39)                     
    each and cash consideration of Peso 80,891,538                            
    (approximately HK$11,172,710).                                            
                                                                              
    HSH is proceeding to complete the Offer and, in                           
    accordance with the terms of the Offer, will make