10:02 MELCO INT'L DEV<00200> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Melco International Development Limited. Melco International Development Limited (Incorporated in Hong Kong with limited liability) Website: http://www.melco.hk.cn (Stock Code: 200) PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES In its announcement dated 13th May, 2005, the Company announced that it was considering 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. The Placing and the Subscription The Directors are pleased to announce that Better Joy, which presently holds approximately 29.38% of the issued Shares of the Company, and which is a member of the Concert Party (which currently holds an aggregate 259,066,422 Shares representing approximately 52.76% of the issued Shares of the Company), has agreed to place, through the Placing Agent, 70,000,000 Shares to independent investors at a price of HK$18.25 per Share, being an aggregate amount of HK$1,277,500,000. Following completion of the Placing, the Vendor will subscribe for 70,000,000 new Shares, for an aggregate subscription price of HK$1,277,500,000 less the amount of the commissions and expenses incurred by the Vendor in relation to the Placing and the Subscription. The market value of the Placing Shares, at the placing price, is HK$1,277,500,000 and the market value of the Subscription Shares, at the subscription price, is approximately HK$1,239,000,000. The Subscription is a connected transaction under the Listing Rules, but is exempt under Listing Rule 14A.31(3)(d) from the reporting, announcement and independent shareholders' approval requirements of the Listing Rules. The Placing is fully underwritten by the Placing Agent. Completion of the Subscription is subject to the satisfaction of certain conditions as described below. If these conditions are not fulfilled, the Subscription will not proceed. The Placing Shares represent approximately 14.26% of the existing issued Share capital of the Company of 491,019,270 Shares and approximately 12.48% of the Company's issued Share capital as enlarged by the Subscription of 70,000,000 new Shares. The net proceeds from the Placing, of approximately HK$1,239,000,000, will be used to finance the construction and development of the proposed integrated entertainment resort described in the Company's announcement dated 13th May, 2005 relating to the "Proposed Acquisition of Additional Land in Macau for Development as an Integrated Entertainment Resort". The Vendor's interest in the Company of approximately 29.38% as at the date of this announcement will be reduced to approximately 15.12% immediately upon completion of the Placing and will then be increased to approximately 25.72% immediately upon completion of the Subscription, assuming no other changes to the issued Share capital of the Company and the Shareholding of the Vendor prior to completion of the Subscription. The Concert Party's interest in the Company of approximately 52.76% as at the date of this announcement will be reduced to approximately 38.5% immediately upon completion of the Placing and will then be increased to approximately 46.18% immediately upon completion of the Subscription, assuming no other changes to the issued share capital of the Company and the Shareholding of the Vendor prior to completion of the Subscription. The Placing is subject to termination on the occurrence of certain events, set out in greater detail below, at any time before completion of the Placing. Dealing in the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 11th May, 2005 pending the issue of the Acquisition Announcement and this announcement. Application has been made by the Company for the resumption of dealing in the Shares on the Stock Exchange with effect from 9:30 a.m. on 18th May, 2005.