10:03 MELCO INT'L DEV<00200> - Announcement & Resumption (2) The Directors are pleased to announce the signing of the Placing and Subscription Agreement on 17th May, 2005 which was entered into between the Vendor, the Company and the Placing Agent, containing the terms described in Sections A and B below. A. PLACING OF 70,000,000 EXISTING SHARES CURRENTLY HELD BY BETTER JOY AT A PLACING PRICE OF HK$18.25 PER SHARE Vendor: The Vendor. Number of Placing Shares: 70,000,000 Shares to be placed, representing approximately 14.26% of the existing issued Share capital of the Company of 491,019,270 Shares and approximately 12.48% of the issued Share capital of the Company as enlarged by the issue of 70,000,000 new Shares under the Subscription. The Placing Shares rank pari passu with the existing issued Shares of the Company. The Placing is fully underwritten by the Placing Agent. Placing price: HK$18.25 per Placing Share. This price was agreed after arm's length negotiations and represents (i) a discount of approximately 5.93% to the closing price of HK$19.40 per Share as quoted on the Stock Exchange on the Last Dealing Date; and (ii) a discount of approximately 8.43% to the average closing price of approximately HK$19.93 per Share as quoted on the Stock Exchange for the 5 trading days of the Shares immediately before and including the Last Dealing Date. The estimated costs of the Placing and the Subscription are approximately HK$38,500,000, resulting in aggregate net proceeds of the Placing of approximately HK$1,239,000,000 or a net price of approximately HK$17.70 per Placing Share. Placing Agent: Credit Suisse First Boston (Hong Kong) Limited, which is an Independent Third Party. The Placing Agent will receive a placement commission of 2.875% on the gross proceeds of the Placing. Placees: The Placing Shares will be placed to not less than six institutional investors who are Independent Third Parties. Each of the Placees is independent of and does not act in concert with the Vendor or any person acting in concert or deemed to be acting in concert with the Vendor under the Takeovers Code (including any other member of the Concert Party). Each of the Placees and parties acting in concert with the relevant Placee will hold less than 30% of the voting rights of the Company following the Placing and, accordingly, the Placing will not result in an obligation to make a general offer under the Takeovers Code. The Board does not expect any placee will become a substantial shareholder of the Company (as defined in the Listing Rules) as a result of the Placing. Termination: The Placing is subject to termination on the occurrence of certain events prior to completion of the Placing, including: (a) any material breach of the warranties given by the Company and the Vendor under the Placing and Subscription Agreement; (b) certain events of force majeure which might have a material adverse effect on the Placing including (i) the introduction or amendment of any new laws or regulations which may affect the Group, (ii) any significant change in local, national or international monetary, economic, financial, political or military conditions, or (iii) any significant change in local, national or international securities market conditions or currency exchange rates or foreign exchange controls; and (c) any suspension of dealings in the Shares prior to completion of the Placing, other than as a result of the Placing. The Directors are not aware of the occurrence of any of such events as at the date of this announcement. The Directors consider that the placing price of HK$18.25 per Placing Share is fair and reasonable in the circumstances. Completion: Apart from the Placing Agent's termination right referred to above, the Placing is unconditional and completion of the Placing is expected to take place on 20th May, 2005. B. SUBSCRIPTION OF 70,000,000 NEW SHARES BY BETTER JOY Subscriber: The Vendor. Number of Subscription Shares: The Company will issue 70,000,000 new Shares to the Vendor representing approximately 14.26% of the existing issued Share capital of the Company and approximately 12.48% of the issued Share capital of the Company as enlarged by the issue of the Subscription Shares under the Subscription.