11:09     MELCO INT'L DEV<00200> - Announcement (24)                          

    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. Completion of the Second Agreement will not                   
    give rise to a gain or loss for Melco. 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 (namely, Sir Roger                    
    Lobo, Mr. Robert Kwan and Dr. Lo Ka Shui) will be                         
    appointed to advise the Independent Shareholders on the                   
    Whitewash Waiver and whether or not the terms of the                      
    First Agreement (including the issue of the Convertible                   
    Loan Notes), the Second Agreement and the transactions                    
    contemplated by each of them are fair and reasonable                      
    and in the interests of the Independent Shareholders                      
    as a whole. An independent financial adviser will be                      
    appointed to advise the independent board committee in                    
    respect of the Whitewash Waiver and the foregoing                         
    matters in respect of the First Agreement and the Second                  
    Agreement.                                                                
                                                                              
    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 having the features                    
    described in this announcement will exceed 100% of the                    
    total assets and total market capitalization of Melco.                    
    The total costs of obtaining the development rights in                    
    respect of the Land and completing the development of                     
    the project described in this announcement are expected                   
    to be in the region of HK$8,000 million.                                  
                                                                              
    A circular containing further details of:                                 
    (a)   the Agreements and the transactions contemplated                    
    by them (including the issue and conversion of the                        
    Convertible Loan Notes and the Whitewash Waiver                           
    proposal in respect of them);                                             
                                                                              
    (b)   the in principle acceptance by Melco Hotels of                      
    the Macau Government's offer to grant a long term lease                   
    in respect of the Land; and                                               
                                                                              
    (c)   the proposed development of the Land, involving                     
    the construction of an integrated entertainment resort                    
    having the features described in this announcement (the                   
    detailed terms and conditions of the grant of the lease                   
    will also be included in the circular);                                   
                                                                              
    together with the information required by the Listing                     
    Rules, and convening the EGM, will be dispatched to                       
    Shareholders within 21 days from the date of                              
    publication of this announcement. The information                         
    required by the Listing Rules to be incorporated in that                  
    circular includes the following: