09:18 STAR CRUISES<00678> - Announcement (2) Date or otherwise waived in writing by both parties in accordance with the terms of the Shipbuilding Contract, either party may cancel the Shipbuilding Contract within 10 days after the Effective Date by written notice given to the other party whereupon the Shipbuilding Contract will become null and void without any liability whatsoever on the part of either party. In the event that the Shipbuilding Contract is cancelled, further announcement will be made as and when appropriate in accordance with the Listing Rules. Subject to the satisfaction of the conditions specified in the Shipbuilding Contract (including those set out above), the Vessel shall be ready for delivery in the fourth quarter of 2007 subject to any extensions to the delivery date of the Vessel in accordance with the terms of the Shipbuilding Contract. Finance Terms NCLC and the Buyer will arrange for loan financing to cover approximately 80% of the contract price of the Vessel. The remaining 20% of the contract price is expected to be funded by the internal resources of NCLC and/or its subsidiaries. Payment for the Vessel is according to a schedule of timed progress payments up to the date of delivery. The aggregate amounts payable under the Shipbuilding Contract in years 2005, 2006 and 2007 are as follows: Year 2005: Euro 36,600,000 (approximately HK$369,074,400) Year 2006: Euro 36,600,000 (approximately HK$369,074,400) Year 2007: Euro 317,800,000 (approximately HK$3,204,695,200) Information on the Builder The principal business of the Builder is ship building. The Builder has a track record in ship building for the Group. Guarantee Pursuant to the Shipbuilding Contract, NCLC has guaranteed the financial and performance obligations of the Buyer thereunder. Reasons for entering into the Contract and Benefits to the Group The principal activity of the Company is investment holding. The Company's subsidiaries are principally engaged in the business of cruise and cruise related operations. The Group currently owns a combined fleet of 21 vessels in service and under construction, with over 32,000 lower berths. Out of the four vessels which are under construction, two are scheduled for delivery in 2005, one in 2006 and one in 2007 and all to be operated under the NCL Brands. For the further development of its cruise and cruise-related business, the Group reviews from time to time its fleet portfolio and deployment options. Construction of the Vessel is in line with the Group's long-term strategy in expanding its fleet for continuing business development. The Board believes that the Vessel, upon delivery and operation, will improve the operating efficiency and revenue potential of the Group. It is intended that the Vessel will be operated within NCLC's North American business under the NCL Brands. General Information Under the Listing Rules, the Transaction constitutes a major transaction of the Company. A circular containing, inter alia, further details of the Shipbuilding Contract will be dispatched to the shareholders as soon as practicable. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Builder and its ultimate beneficial owner are Independent Third Parties. As far as the Directors are aware, no Shareholder has any material interest in the Shipbuilding Contract and as such, no Shareholder would be required under the Listing Rules to abstain from voting on the Transaction if a general meeting were to be convened to approve the same. Golden Hope, Joondalup (a company wholly-owned by Golden Hope) and Goldsfine, who hold approximately 42.1491%, 7.8216% and 0.5354% respectively in the issued share capital of the Company as at the date of the Shipbuilding Contract, and who have an aggregate interest of approximately 50.5061%, have given written approval for the Transaction. Accordingly, the written approval from Golden Hope, Joondalup and Goldsfine, who constitute a closely allied group of shareholders, is accepted under Rule 14.44 of the Listing Rules in lieu of holding a general meeting of the Company to approve the Transaction. As at the date of this announcement, the Board comprises four executive directors, namely Tan Sri Lim Kok Thay, Mr. Chong Chee Tut, Mr. William Ng Ko Seng, Mr. David Colin Sinclair Veitch and three independent non-executive directors, namely Mr. Alan Howard Smith J.P., Mr. Tan Boon Seng and Mr. Lim Lay Leng. Definitions In this announcement, unless the context requires otherwise, the following expressions bear the following meanings: Board the board of directors of the Company Builder Jos. L. Meyer GmbH, a company organized and existing under the laws of Germany and the shipbuilder constructing the Vessel pursuant to the Shipbuilding Contract Buyer Newbuild Holding, Ltd., a