11:07 MELCO INT'L DEV<00200> - Announcement (19) EFFECT ON SHAREHOLDINGS OF MELCO The existing issued share capital of Melco comprises 491,019,270 Shares. A concert party comprising Mr. Lawrence Ho, Lasting Legend, Better Joy, Dr. Stanley Ho, Madam Laam King Ying and Shun Tak Shipping Co. Ltd. hold, in aggregate, 259,066,422 shares representing approximately 52.76% of the shares in issue. The balance of 231,952,848 shares, representing approximately 47.24% of Melco, are held by the public. Dr. Stanley Ho is the father of Mr. Lawrence Ho and Madam Laam King Ying is the mother of Mr. Lawrence Ho. Shun Tak Shipping Co. Ltd. is a company controlled by Dr. Stanley Ho. Lasting Legend and Better Joy are both companies controlled by Mr. Lawrence Ho. As such, Dr. Stanley Ho, Madam Laam King Ying, Shun Tak, Lasting Legend, Better Joy and Mr. Lawrence Ho are parties acting in concert for the purposes of the Takeovers Code. In addition, STDM holds a HK$100 million 5 year convertible bond and a HK$56 million 5 year convertible bond which are convertible into 25,000,000 and 6,829,268 new Shares, respectively, at the conversion price of HK$4.00 per Share and HK$8.20 per Share, respectively. Dr. Stanley Ho is a director and shareholder of STDM, which is deemed under the Takeovers Code to be acting in concert with the Concert Party. As referred to in Melco's announcement dated 22nd March 2005, Melco has entered into an agreement with STDM for the purpose of acquiring the remaining 30% interest in Great Wonders. The consideration for the acquisition includes the issue of 11,111,111 new Shares at an issue price of HK$18.00 per Share to STDM. Those Shares represent approximately 2.26% of the existing issued Shares of Melco and approximately 2.21% of the enlarged issued Share capital of Melco immediately following their allotment and issue. The acquisition of the remaining 30% of Great Wonders from STDM is a connected transaction for Melco under the Listing Rules and is, therefore, subject to approval by resolution of the independent shareholders, which will be proposed at an extraordinary general meeting of Melco to be convened and held in June 2005. Subject to that approval having been obtained, those Shares will be issued to STDM on the later of the date of completion of the acquisition of the remaining 30% interest in Great Wonders or the date of the grant by the Macau Government of a long term lease in respect of the land in Baixa, Taipa to be held by Great Wonders. The table below shows the shareholding of Melco: * as at the date of this announcement * on issue of the consideration shares to be issued to STDM on completion of the acquisition of the remaining 30% of Great Wonders, as referred to above * assuming conversion of the Convertible Loan Notes to be issued on completion of the First Agreement * assuming full conversion of the HK$100 million 5 year convertible bonds and the HK$56 million 5 year convertible bonds held by STDM Issued Shares at the date of this announcement Upon issue of the 11,111,111 Shares agreed to be issued to STDM (as referred to in the announcement of Melco dated 22 March 2005) Upon Conversion of the Convertible Loan Notes in full Upon exercise in full of the convertible bonds held by STDM (as referred to in) the announcement of Melco dated 22 March 2005) Number of Shares % Number of Shares % Number of Shares % Number of Shares % Better Joy (Note b) 144,266,303 29.381 144,266,303 28.731 144,266,303 25.712 144,266,303 24.332 Mr. Lawrence Ho (Note c) 60,470,818 12.315 60,470,818 12.043 60,470,818 10.777 60,470,818 10.199 Shun Tak Shipping Co. Ltd. (Note d) 39,083,147 7.960 39,083,147 7.783 39,083,147 6.966 39,083,147 6.592