11:10 MELCO INT'L DEV<00200> - Announcement (28) "Melco Leisure" Melco Leisure & Entertainment Group Limited, a wholly-owned subsidiary of Melco established under the laws of the British Virgin Islands to engage in the business of investment holding "Melco PBL Holdings" Melco PBL Holdings Limited, a 50/50 joint venture established between Melco and PBL under the laws of the Cayman Islands to engage in the businesses of gaming, entertainment and hospitality in the Asia Pacific and Greater China regions "Mocha Slot" Mocha Slot Group Limited, an 80% subsidiary of Melco Entertainment, established under the laws of the British Virgin Islands engaged in the business of leasing gaming machines and provision of ancillary management services to lessees of its gaming machines in Macau "MOP" pataca, the lawful currency of Macau "PBL" Publishing and Broadcasting Limited, a company established under the laws of Australia and having its securities listed on the Australian Stock Exchange "Placing" a possible placing of existing Shares held by one or more members of the Concert Party and a corresponding "top up" subscription for new Shares (as contemplated by Listing Rule 14A.31(3)(d) and Note 6 of the Notes on dispensations from Rule 26.1 of the Takeovers Code), which is being considered by the Directors "Second Agreement" an agreement dated 11th May 2005 between Melco Entertainment as transferee and Melco Leisure as transferor, pursuant to which Melco Leisure will transfer its 50.8% interest in the Joint Venture and its interest in Melco Hotels to Melco Entertainment, in accordance with the requirements of the Shareholders Agreement and the Declaration Agreement "Shareholders Agreement" the agreement between Melco and PBL dated 8th March 2005 governing the relationship between Melco and PBL as shareholders of Melco PBL Holdings and providing, among other things, for the operation and management of Melco PBL Holding and Melco Entertainment "Shares" ordinary shares of HK$1.00 each in the capital of Melco "Shareholders" holders of Shares "SJM" Sociedade de Jogos de Macau, S.A., a company established under the laws of Macau and a non wholly owned subsidiary of STDM "STDM" Sociedade de Turismo e Diversoes de Macau, S.A.R.L. a company established under the laws of Macau, more than30% of the shares of which are owned by Dr. Ho and his associates "Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" the Hong Kong Code on Takeovers and Mergers "Whitewash Waiver" the waiver by the Executive of the obligations of Great Respect and the Concert Party to make a mandatory offer pursuant to the provisions of Rule 26 of the Takeovers Code to acquire the entire issued share capital of Melco not otherwise owned by the Concert Party, arising as a result of any and all future exercises of the conversion rights conferred by the Convertible Loan Notes, such waiver to be subject to such conditions as are customary, including the approval of the Independent Shareholders pursuant to a vote conducted by way of poll having been obtained at the EGM and full compliance with the provisions of the Takeovers Code