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(Incorporated in the Isle of Man No: 24706) - page 2 / 5





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at the Books Closure Date (“Foreign Shareholders”). Where practicable, entitlements to Rights Shares which would otherwise accrue to Foreign Shareholders will be sold “nil-paid” on the Central Limit Order Book Trading System (“CLOB”) of the Singapore Stock Exchange and the net proceeds arising therefrom in excess of US$100 per Foreign Shareholder will be remitted to them. Amounts from the sale of “nil paid” Rights Shares of US$100 or less per Foreign Shareholder will be retained by the Company. Further details of the terms of the Rights Issue will be set out in the offering circular to be issued to shareholders in due course.


The Issue Price of US$0.13 for each Rights Share represents a discount of approximately 43% from the last transacted price of US$0.23 per share on CLOB on 22 November 2004, being the last trading date prior to this announcement.


The Rights Shares, when issued and fully paid, will rank pari passu in all respects with the then existing shares except that they will not rank for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Rights Shares.


Purpose and Rationale of the Rights Issue


The Rights Issue will strengthen the share capital base of the Company. The net proceeds from the Rights Issue, after deducting estimated issue expenses, would amount to approximately US$305 million. The Company and its subsidiaries propose to utilise the net proceeds of the Rights Issue for investments and/or acquisitions (including the repayment of any borrowings taken to make such investments or acquisitions) in relation to its principal business in the leisure, hospitality and gaming sectors, as and when opportunities arise, and for general working capital requirements.


Pending deployment of the net proceeds for the above purposes, the net proceeds of the Rights Issue will be placed on deposit with financial institutions and/or for investment in short-term money market instruments.


Conditions of the Rights Issue


The Rights Issue is conditional upon, inter alia, the following:-


(Incorporated in the Isle of Man No: 24706)


  • (a)

    the in-principle approval of the Luxembourg Stock Exchange;

  • (b)

    shareholders’ approval for an increase in the authorised share capital of the Company, for which a circular will be dispatched in due course to seek shareholders approval for such increase at an Extraordinary General Meeting of the Company to be convened;


any other authorisation as may be required or appropriate for or in connection with the Rights Issue from all relevant authorities (i) having been obtained, (ii) remaining in full force and effect, there being no notice of any intention to revoke or not to renew any such authorisations, and (iii) all actions or

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