09:12     HK&S HOTELS<00045> - Announcement (2)                               

    the first tranche payments in respect of the                              
    acceptances on 3rd March, 2005. The second and final                      
    tranche payment will be subject to the accepting MPHI                     
    Shareholders obtaining tax clearance for the sale of                      
    the MPHI Shares.                                                          
                                                                              
    Results of the Offer                                                      
                                                                              
    HSH announces that its Offer 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 currently 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.                                                                     
                                                                              
    Total Consideration and variation of terms                                
                                                                              
    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 and not limiting the option to take HSH Shares to                      
    MPHI Shareholders holding 2,000,000 MPHI Shares or                        
    above. Other terms of the Offer remained unchanged.                       
                                                                              
    MPHI Shareholders holding an aggregate of 22,204,882                      
    MPHI Shares have elected settlement by issue of HSH                       
    shares valued at HK$5.855 (approximately 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). 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).                                            
                                                                              
    Completion of the Offer                                                   
                                                                              
    All Conditions Precedent of the Offer have been                           
    satisfied or waived. The Stock Exchange has also                          
    granted permission to the listing of the 5,500,131                        
    new HSH Shares to be issued as consideration pursuant                     
    to the Offer.