10:06 MELCO INT'L DEV<00200> - Announcement & Resumption (9) "Convertible Loan Notes" HK$1,175 million in principal amount of Convertible Loan Notes due 2010 to be issued by the Company and subscribed by Great Respect under an agreement dated 11th May, 2005 between Melco Entertainment, Great Respect and the Company relating to 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, as described in the Acquisition Announcement. The Convertible Loan Notes confer the right to subscribe for new Shares at an initial conversion price of HK$19.93 per Share, subject to adjustment in accordance with the terms and conditions of the Convertible Loan Notes "Directors" the directors of the Company "Great Respect" Great Respect Limited, a company incorporated in the British Virgin Islands which is controlled by a discretionary family trust of Dr. Stanley Ho "Great Wonders" Great Wonders, Investments, Limited, which is currently a 70% owned subsidiary of Melco Entertainment and which would become a wholly owned subsidiary of Melco Entertainment on completion of the proposed acquisition by Melco Entertainment of the remaining 30% interest in Great Wonders held by STDM, announced by the Company on 22nd March 2005 "Group" the Company and its subsidiaries "Independent Third Party" an independent third party not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates "Last Dealing Date" 10th May, 2005, being the last day on which the Shares could be traded on the Stock Exchange prior to the suspension of dealings in the Shares pending the issue of the Acquisition Announcement and this announcement "Lasting Legend" Lasting Legend Limited, a company wholly owned by Mr. Lawrence Ho "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "Melco Entertainment" Melco Entertainment Limited, an 80% owned subsidiary of Melco PBL Holdings established under the laws of the Cayman Islands to engage in the business of gaming, entertainment and hospitality in the Greater China Region "Melco Hotels" Melco Hotels and Resorts (Macau) Limited, a wholly-owned subsidiary of Melco Leisure and Entertainment Group Limited (itself a wholly owned subsidiary of the Company) established under the laws of Macau, the only material asset of which is the offer received from the Macau Government to grant a long term lease in respect of a parcel of land with an area of 113,325 sq. meters located at Taipa, Macau, on the Cotai Strip and the only business of which is to hold and develop that parcel of land if a long term lease is ultimately granted "Melco PBL Holdings" Melco PBL Holdings Limited, a 50/50 joint venture established between the Company and Publishing and Broadcasting Limited (a company established under the laws of Australia and having its shares listed on the Australian Stock Exchange) 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 "Placing" the placing of the Placing Shares pursuant to the Placing and Subscription Agreement "Placing Agent" Credit Suisse First Boston (Hong Kong) Limited, an Independent Third Party "Placing and Subscription Agreement" the placing and subscription agreement between the Vendor, the Company and the Placing Agent dated 17th May, 2005 "Placing Shares" the 70,000,000 Shares to be placed by the Placing Agent pursuant to the Placing and Subscription Agreement