10:05 MELCO INT'L DEV<00200> - Announcement & Resumption (8) WHITEWASH WAIVER As referred to in the Acquisition Announcement, HK$1,175 million in principal amount of Convertible Loan Notes due 2010 are proposed to be issued by the Company and subscribed by Great Respect following the acquisition by Melco Entertainment of the 49.2% interest of Great Respect in the joint venture established to apply to the Macau Government for the grant of development rights in respect of land in Cotai, Macau. Based on the Company's issued Share capital immediately following the completion of the Placing and the Subscription and the issue of 11,111,111 Shares to STDM (as referred to in the Company's announcement dated 22nd March, 2005), if the conversion rights conferred by the Convertible Loan Notes were exercised in full, the Concert Party's Shareholding in the Company would increase by approximately 4.934%, from approximately 47.22% to approximately 52.154%. Accordingly, conversion of the Convertible Loan Notes in full would result in the Concert Party's Shareholding increasing by more than the 2% increase from the lowest percentage Shareholding in the immediately preceding 12 month period, which is permitted by the "creeper" provisions of Rule 26 of the Takeovers Code without requiring a general offer to be made to all Shareholders. However, an application will be made by Great Respect to the SFC for the Whitewash Waiver, being a waiver by the Executive of the obligations of Great Respect and the Concert Party to make a mandatory general offer to acquire the entire issued Share capital of the Company not otherwise owned by the Concert Party as a result of the exercise in full of the Convertible Loan Notes. Shareholders are advised to note that, following the completion of the Placing and the Subscription and the issue of 11,111,111 new Shares to STDM, if the Whitewash Waiver is granted, the exercise in full of the conversion rights conferred by the Convertible Loan Notes will result in the Concert Party's Shareholding increasing to more than 52% of the voting rights of the Company. As a result, the Concert Party may thereafter increase its aggregate shareholding in the Company without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer. On 11th April, 2005, Better Joy exercised conversion rights under certain convertible notes issued to it by the Company 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 the Company. On 14th April, 2005, Mr. Lawrence Ho exercised options issued to him under the Company'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 the Company has not repurchased any Shares during that period. D. GENERAL 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. E. DEFINITIONS The following defined terms are used in this announcement: "Acquisition Announcement" 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" "associates" has the meaning ascribed thereto in the Listing Rules "Better Joy" Better Joy Overseas Ltd., a company owned as to 77% by Mr. Lawrence Ho and as to 23% by Dr. Stanley Ho "Company" Melco International Development Limited "Concert Party" the concert party consisting of Dr. Stanley Ho, Madam Lucina Laam King Ying, Mr. Lawrence Ho, Lasting Legend, Better Joy, STDM and Great Respect