11:08     MELCO INT'L DEV<00200> - Announcement (23)                          

    If the Whitewash Waiver is obtained, it is currently                      
    anticipated that, when permitted in accordance with                       
    their terms, the Convertible Loan Notes would be                          
    exercised in full and converted into Shares of Melco.                     
    If the Whitewash Waiver is obtained, that exercise                        
    would, therefore, not give rise to an obligation to make                  
    a mandatory general offer under Rule 26 of the Takeovers                  
    Code.                                                                     
                                                                              
    If the Agreements are completed but the Whitewash                         
    Waiver is not obtained, it is not currently envisaged                     
    that the Convertible Loan Notes would be converted into                   
    Shares in circumstances which give rise to an                             
    obligation to make a general offer under Rule 26 of the                   
    Takeovers Code. However, were this to happen, any                         
    general offer required to be made as a result of the                      
    exercise of conversion rights under the Convertible                       
    Loan Notes would be made in compliance with the                           
    requirements of the Takeovers Code.                                       
                                                                              
    On 11th April, 2005, Better Joy exercised conversion                      
    rights under certain convertible notes issued to it by                    
    Melco as consideration for the acquisition of Mocha                       
    Slot. This exercise of conversion rights resulted in                      
    19,565,216 Shares being issued to Better Joy by Melco.                    
    On 14th April, 2005, Mr. Lawrence Ho exercised options                    
    issued to him under Melco's employee share option                         
    scheme, to subscribe for a total of 900,000 Shares.                       
    Other than as disclosed in this paragraph, no member                      
    of the Concert Party has acquired any Shares in the 6                     
    months prior to the date of this announcement and Melco                   
    has not repurchased any Shares during that period.                        
                                                                              
    If agreements are entered into in relation to the                         
    possible Placing prior to the conclusion of Melco's                       
    annual general meeting (convened to be held at 3:30 p.m.                  
    on Wednesday, 18th May, 2005), the Shares to be issued                    
    pursuant to the "top up" subscription element of the                      
    possible Placing would be issued under the general                        
    mandate granted by Melco's Shareholders at its                            
    extraordinary general meeting held on 20th January,                       
    2005. If the agreements in relation to the possible                       
    Placing are entered into after Melco's annual general                     
    meeting, then the Shares to be issued pursuant to the                     
    "top up" subscription element of the possible Placing                     
    would be issued pursuant to the general mandate                           
    expected to be granted by Melco's Shareholders at that                    
    annual general meeting.                                                   
                                                                              
    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)), exceeds 100% of the                     
    total assets of Melco. The First Agreement is                             
    conditional on approval by the 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, Lasting Legend and (to the extent it holds                    
    Shares at the relevant time) STDM, 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.