11:04     MELCO INT'L DEV<00200> - Announcement (13)                          

    If the conditions precedent have not been fulfilled (or                   
    in the case of the condition referred to in paragraph                     
    (c) above, waived) by 31st August 2005 (or such later                     
    date as the parties to the Second Agreement may agree                     
    in writing) then either party to the Second Agreement                     
    may at its option (but without prejudice to any other                     
    right or remedy it may have) by notice to the other party                 
    to the Second Agreement elect to terminate the Second                     
    Agreement, in which event the Second Agreement shall                      
    be of no further effect, the rights and obligations of                    
    the parties under the Second Agreement will lapse and                     
    the parties thereto will be released from such                            
    obligations without any liability. Melco Entertainment                    
    currently has no intention to waive the condition                         
    referred to in paragraph (c) above.                                       
                                                                              
    Completion of the First Agreement and the Second                          
    Agreement are not inter-conditional. Completion of the                    
    Second Agreement is not conditional upon completion of                    
    the First Agreement (and the issue of the Convertible                     
    Loan Notes on completion of the First Agreement) or vice                  
    versa; however, it is anticipated that (subject to the                    
    necessary Independent Shareholders approvals having                       
    been obtained and other relevant conditions precedent                     
    having been fulfilled), the Agreements will be                            
    completed at substantially the same time.                                 
                                                                              
    Completion                                                                
    The First Agreement provides that completion will take                    
    place on the 3rd Business Day following the fulfillment                   
    or (if applicable) waiver of the conditions precedent                     
    to completion under the First Agreement, or such other                    
    time as the parties to the First Agreement may agree.                     
                                                                              
    The Second Agreement provides that completion will take                   
    place on the 3rd Business Day following the fulfillment                   
    or (if applicable) waiver of the conditions precedent                     
    to completion under the Second Agreement, or such other                   
    time as the parties to the Second Agreement may agree.                    
                                                                              
    The Directors anticipate that, subject to the requisite                   
    Independent Shareholders' approvals having been                           
    obtained at the EGM, the First Agreement                                  
    (and the issue of the Convertible Loan Notes                              
    on completion of the First Agreement) and the                             
    Second Agreement will be completed three business days                    
    after the date of the EGM, which is expected to be                        
    convened to be held in late June 2005.                                    
                                                                              
    Miscellaneous                                                             
    Melco Hotels will continue to be a subsidiary of Melco                    
    following completion of the Second Agreement. All                         
    interests in the Joint Venture, which is constituted                      
    by the Joint Venture MOA, will be 100% owned by Melco                     
    Entertainment, which is a 60% owned subsidiary of Melco,                  
    following completion of the Agreements.                                   
                                                                              
    Application will be made to the Main Board Listing                        
    Committee for the listing of, and permission to deal                      
    in, the Shares which will be issued upon any exercise                     
    of the conversion rights attached to the Convertible                      
    Loan Notes.                                                               
                                                                              
    There will be no change to the composition of the board                   
    of Directors of Melco or Melco Entertainment as a result                  
    of the acquisition of the interests in the Joint Venture                  
    and the completion of the Agreements. It is anticipated                   
    that the composition of the board of directors of Melco                   
    Hotels will be changed in order to bring it into line                     
    with the proportional representation of persons                           
    respectively designated by Melco and PBL for                              
    appointment to the board of Melco Entertainment, which                    
    consists of five directors appointed by Melco and four                    
    appointed by PBL.