Chinasoft International Limited — M&A Activity 2001

Oct 19, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Melco International Development Limited

(Incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

VOLUNTARY CONDITIONAL CASH OFFER

On 12th October, 2001, the Company received a notification from Anglo Chinese Corporate Finance, Limited on behalf of the Offeror setting out the terms of a voluntary conditional cash offer to acquire all the Shares in the issued share capital of the Company (other than those owned by the Offeror and parties acting in concert with it). The Offer is made at the price of HK$1.15 per Share.

Shareholders and investors should note that the Offer is subject to the offer conditions which may or may not be satisfied.

Shareholders attention are drawn to the separate announcement dated 16th October, 2001 made by the Offeror setting out details of the Offer, including the conditions of the Offer and the intentions of the Offeror.

Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 10:00 a.m. Friday, on 12th October, 2001 pending release of this announcement. Application has been made by the Company for the resumption of trading in the Shares with effect from 10:00 a.m. on Friday, 19th October, 2001.

Shareholders and investors should exercise caution when dealing in the Shares.

THE OFFER

On 12th October, 2001, the Company received a letter from Anglo Chinese Corporate Finance, Limited on behalf of the Offeror setting out the terms of the Offer. The Offeror will make a voluntary conditional cash offer to acquire all the Shares in the issued share capital of the Company (other than those currently held by the Offeror or parties acting in concert with it) at the Offer Price. The Offer Price represents a premium of approximately 9.52% over the closing price of HK$1.05 per Share as quoted on the Stock Exchange on 11th October, 2001, being the last day for trading in the Shares on the Stock Exchange before suspension of trading of the Shares on 12th October, 2001 and a premium of approximately 46.87% over the average of the closing price of the Shares for the last ten trading days of the Shares up to 11th October, 2001 of HK$0.783. As at the date of this announcement, the Company has in issue an aggregate of 121,087,134 Shares.

As stated in the separate announcement issued by the Offeror dated 16th October, 2001, the Offeror holds 15,200,000 Shares (representing approximately 12.55% of the issued Shares) and holders for 36,219,535 Shares (representing approximately 29.91% of the issued Shares), who the Offeror have stated are deemed as parties acting in concert with the Offeror, have entered into undertakings with the Offeror not to accept the Offer. The Undertaking Shareholders comprise STS, Dr. Stanley Ho and Madam Lucina Laam King Ying. Accordingly, the Offer will be made for 69,667,599 Shares, representing 57.54% of the issued share capital of the Company. Shareholders attention are drawn to the separate announcement dated 16th October, 2001 made by the Offeror setting out details of the Offer, including the conditions of the Offer and the intentions of the Offeror.

The Company does not have any outstanding share options, or other convertible securities as at the date of this announcement.

ADVICE FOR SHAREHOLDERS

Somerley Limited has been appointed as financial adviser to the Company in respect of the Offer. Under Rule 26 of the Code, once the Offer is made, an independent board committee of the Company will be formed and independent financial adviser will be appointed to consider the terms of the Offer. Shareholders are advised to take no action as regards the Offer until they have received the advice of the independent board committee and the independent financial adviser.

DOCUMENTS IN RELATION TO THE OFFER

It is expected that a circular containing, inter alia, the recommendation of the independent board committee of the Company and the advice of the independent financial adviser will be despatched to the Shareholders within 14 days of the date of the posting of the Offer Document by the Offeror, or such later date as may be agreed by the Executive.

INFORMATION ON THE COMPANY

The Group is principally engaged in property investment, the operation of floating restaurants and investment in a travel services website. The Group operates the Tai Pak Floating Restaurant and the Jumbo Floating Restaurant which are well known tourist attractions in Hong Kong and abroad.

SUSPENSION AND RESUMPTION OF TRADING IN SHARES

Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 10:00 a.m. on Friday, 12th October, 2001 pending release of this announcement. Application has been made by the Company for the resumption of trading in the Shares with effect from 10:00 a.m. on Friday, 19th October, 2001.

CAUTION

Shareholders and investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

“Code”	the Hong Kong Code on Takeovers and Mergers
“Company”	Melco International Development Limited, a company incorporated in Hong Kong and its shares listed on the Stock Exchange
“Directors”	directors of the Company
“Executive”	the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Offer”	the voluntary conditional cash offer by Anglo Chinese Corporate Finance, Limited on behalf of the Offeror to acquire all the issued Shares other than those already owned by it and parties acting in concert with it at HK$1.15 per Share
“Offer Document”	a document to be issued by the Offeror setting out details of the Offer to be made to the Shareholders
“Offer Price”	HK$1.15 per Share
“Offeror”	Lasting Legend Limited, a company incorporated in the British Virgin Islands on 10th September, 2001 and is a company wholly owned by Mr. Ho Yau Lung, Lawrence, the son of Dr. Stanley Ho
“SFC”	Securities and Futures Commission
“Share(s)”	share(s) of HK$1.00 each in the Company
“Shareholders”	holders of Shares
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“STS”	Shun Tak Shipping Company, Limited, a company incorporated in Hong Kong and a substantial shareholder of the Company (with an approximately 21.5% interest)
“Undertaking Shareholders”	Shareholders who have undertaken not to accept the Offer

By order of the Board of
Melco International Development Limited
Dr. Stanley HoChairmanHong Kong, 18th October, 2001

The information contained in this announcement relating to the Company has been supplied by the Company. The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.