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GENTING INTERNATIONAL P.L.C.

(Incorporated in the Isle of Man No: 24706)

obligations required under any such authorisations to be taken or complied with prior to the completion of the Rights Issue; and

    • (d)

      all necessary or appropriate filings with any relevant authority having been made and all appropriate waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated, in each case for or in connection with the Rights Issues.

  • V.

    Irrevocable Undertakings and Underwriting Arrangements

  • 10.

    The Company is a 64.28% owned subsidiary of Genting Overseas Holdings Limited (“GOHL”), which is in turn a wholly owned subsidiary of Genting Berhad. GOHL has irrevocably undertaken to the Company to subscribe for its entitlement of 1,520,836,666 million Rights Shares amounting to US$197.7 million. Golden Hope Limited, a substantial shareholder of the Company, has also provided an irrevocable undertaking to the Company to subscribe for 264,570,830 million Rights Shares amounting to US$34.4 million.

  • 11.

    The Company intends to enter into arrangements for the underwriting of the balance of 580,337,909 million Rights Shares amounting to US$75.4 million which are not subject to the undertakings referred to above, prior to the Rights Issue.

B.

PROPOSED JOINT VENTURE WITH STANLEY LEISURE PLC (“STANLEY LEISURE”) AND ACQUISITION OF SHARES IN STANLEY LEISURE

The Board of Directors of the Company also wishes to announce that the Company and its subsidiaries have:

(a)

agreed to form a 50:50 Joint Venture for the development of regional casinos in the United Kingdom (“UK”) with Stanley Leisure, the UK’s largest casino operator. The Joint Venture will be called Stanley Genting Casinos Limited (“SGCL”).

Prior to the subscription by the Company in the Joint Venture vehicle, Stanley Leisure will transfer its subsidiary, Stanley Casinos (Leeds) Limited, which has the benefit of an option to acquire certain land adjacent to Elland Road, Leeds, to SGCL for cash. The Company has agreed to subscribe for shares in SGCL for £5.4 million in cash. In the event that consent is not given to build a regional casino on this land, it will be sold back to Stanley Leisure at cost;

(b)

conditionally agreed to sell a 50 per cent interest in Maxims Casino in London, which is currently being acquired by the Company’s indirect wholly owned subsidiary, Coastbright Limited (as announced by the Company on 23

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