11:00 MELCO INT'L DEV<00200> - Announcement (4) Implications under the Listing Rules The First Agreement constitutes a very substantial acquisition for Melco under Chapter 14 of the Listing Rules, on the basis that the total assets which are the subject of the transaction (calculated as Great Respect's 49.2% interest in the Joint Venture on the basis of the open market value of the Land derived from the preliminary valuation report of Savills (Hong Kong) Limited (an independent valuer) delivered to Melco in May, 2005 as referred to below) exceeds 100% of the total assets of Melco. The First Agreement is conditional on approval by Independent Shareholders (by way of poll) at the EGM. Great Respect is a company controlled by a discretionary family trust of Dr. Stanley Ho, who is a director, shareholder and connected person of Melco. Accordingly, the First Agreement also constitutes a connected transaction of Melco under the Listing Rules. Dr. Stanley Ho, Mr. Lawrence Ho and their respective associates, including Madam Lucina Laam King Ying, Better Joy and Lasting Legend will abstain from voting on the relevant resolution regarding the First Agreement and the transactions contemplated by it. In aggregate, these persons hold shares representing approximately 52.76% of the issued share capital of Melco as at the date of this announcement. The Second Agreement constitutes a very substantial disposal for Melco under Chapter 14 of the Listing Rules, on the basis that the preliminary open market valuation of the Land, as determined in the preliminary valuation report of Savills (Hong Kong) Limited (an independent valuer), exceeds 75% of the total assets of Melco. Since the 50.2% interest in the Land is being acquired by Melco Entertainment, the Second Agreement also constitutes a very substantial acquisition for Melco under Chapter 14 of the Listing Rules, on the basis that the preliminary open market valuation of the Land, as determined in the preliminary valuation report of Savills (Hong Kong) Limited (an independent valuer), exceeds 100% of the total assets of Melco. The Second Agreement is also a connected transaction of Melco under the Listing Rules as an agreement between Melco's wholly-owned subsidiary (Melco Leisure) and its non-wholly owned subsidiary (Melco Entertainment). Accordingly, the Second Agreement is also conditional on approval by Independent Shareholders (by way of poll) at the EGM. In the case of the Second Agreement, the Directors are not aware of any Shareholders at the date of this announcement who would be precluded by the Listing Rules from voting on the resolution to approve the Second Agreement and the transactions contemplated by it. An independent board committee of Melco comprising its independent non-executive directors will be appointed to advise the Independent Shareholders in relation to the First Agreement, the Second Agreement and the transactions contemplated by each of them. An independent financial adviser will be appointed to advise the independent board committee. The legally binding commitments of Melco Hotels expected to be entered into in the future as a result of its in principle acceptance of the Macau Government's offer to grant a long term lease in respect of the Land, and in connection with the future development of the Land as an integrated entertainment resort, will, in aggregate, constitute a very substantial acquisition for Melco under Chapter 14 of the Listing Rules, on the basis that the aggregate of the amount of the Land premium required to be paid to secure the grant of a long term lease in respect of the Land and the costs of development and construction of an integrated entertainment resort will exceed 100% of the total assets of Melco. The aggregate of the amount of the Land premium and estimated development costs of the integrated entertainment resort having the features described in this announcement are expected to be in the region of approximately HK$8,000 million. Circular A circular containing further details of: (a) the Agreements and the transactions contemplated by them;