Macau Legend Development Limited — Regulatory Filings 2016

Mar 23, 2016

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

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Macau Legend Development Limited 澳 門 勵 駿 創 建 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1680)

PROPOSED DISPOSAL OF THE PROPERTY

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that, on 23 March 2016, the Company entered into the Letter of Intent with the Buyer, a connected person of the Company, pursuant to which the Company made, and the Buyer accepted, an offer for the Proposed Disposal.

Other than the provisions relating to exclusivity, confidentiality, expenses and governing law, the Letter of Intent is not legally binding in respect of the Proposed Disposal.

As the Proposed Disposal may or may not materialise, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. If the Proposed Disposal materialises, it will constitute a notifiable and connected transaction of the Company pursuant to the Listing Rules. The Company will comply with the relevant requirements of the Listing Rules when the Definitive Investment Agreement is entered into.

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that, on 23 March 2016, the Company entered into the Letter of Intent with the Buyer, a connected person of the Company, pursuant to which the Company made, and the Buyer accepted, an offer for the Proposed Disposal.

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THE LETTER OF INTENT

The principal terms of the Letter of Intent are set out below:

Date

23 March 2016

Parties

• (1) The Company

• (2) The Buyer

The Buyer is a connected person of the Company under the Listing Rules, and is a company owned by Mr Li and his associates.

The Proposed Disposal

Pursuant to the Letter of Intent, subject to the entering into of the Definitive Investment Agreement, the Group will transfer the Property to the Target Company to be invested by the Buyer at a consideration to be agreed between the parties with reference to the valuation report to be issued by an independent professional valuer to be appointed by the Company with valuation date of three months or less before the date of the Definitive Investment Agreement. As a reference, the market value of the Property pursuant to a valuation report dated 18 March 2016 issued by an independent professional valuer is HK$5,470 million as at 31 December 2015.

The Group, on terms and conditions acceptable to the parties, may provide management services for the Property.

Conditions precedent

The Proposed Disposal will be subject to certain conditions precedent, including, among others:

• (a) the Company having obtained the necessary approvals or consents (including those from the Stock Exchange, the independent Shareholders, and the applicable governmental and/or regulatory authorities); and

• (b) the commencement of operation of Legend Palace Hotel and the relevant casino at Legend Palace Hotel at the Macau Fisherman’s Wharf.

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Long-stop date

It is intended that the signing of the Definitive Investment Agreement will take place within 6 months from the date of the signing of the Letter of Intent, or any later period to be agreed by the parties in writing.

Exclusivity

In consideration of the Buyer incurring the costs of engaging advisers and spending time and incurring expenses in considering the Proposed Disposal, the Company grants the Buyer exclusivity starting on the date of the Letter of Intent and ending at 11:59 pm of the 180th day after the date of the Letter of Intent, during which the Company shall not participate in any discussions or communications with any other parties for, or supply information which may lead to, or enter into any binding agreement or obligation for the transfer or disposal of any interest in the Target Company and/or the Property (in whole or in part), or any similar transaction.

Binding effect

Other than the provisions relating to exclusivity, confidentiality, expenses and governing law, the Letter of Intent is not legally binding in respect of the Proposed Disposal.

REASONS FOR THE PROPOSED DISPOSAL

The Company will focus on Southeast Asian destinations where the ‘‘One Road, One Belt’’ policy from China is supporting new investment in tourism and tourism related infrastructure and will also focus on Portuguese-speaking countries, like Cape Verde, to make good use of the Sino-Portuguese platform for the Group’s business diversification overseas. As such, the Company anticipates that the Proposed Disposal will allow the Group to expand its businesses in Macau and overseas without taking on too much additional leverage. In addition, the Company remains firmly committed to the successful completion of the redevelopment of Macau Fisherman’s Wharf, and the Proposed Disposal will enable the Group to focus more on the new hotels, casinos and other tourist related facilities at Macau Fisherman’s Wharf.

As the Proposed Disposal may or may not materialise, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. If the Proposed Disposal materialises, it will constitute a notifiable and connected transaction of the Company pursuant to the Listing Rules. The Company will comply with the relevant requirements of the Listing Rules when the Definitive Investment Agreement is entered into.

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DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context otherwise requires:

‘‘associate’’	has the meaning ascribed to it under the Listing Rules
‘‘Board’’	the board of Directors
‘‘Buyer’’	Wide Power Enterprises Limited, a connected person of the Company
	and a company owned by Mr Li and his associates
‘‘Company’’	Macau Legend Development Limited, a limited liability company
	incorporated in the Cayman Islands, the Shares of which are listed on
	the main board of the Stock Exchange
‘‘connected person’’	has the meaning ascribed to it under the Listing Rules
‘‘Definitive Investment	the definitive investment agreement to be entered into between the
Agreement’’	Group and the Buyer in respect of the Proposed Disposal
‘‘Director(s)’’	the director(s) of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘Letter of Intent’’	the letter of intent dated 23 March 2016 entered into between the
	Company and the Buyer
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock Exchange
‘‘Mr Li’’	Mr Li C.K., a substantial shareholder (as defined under the Listing
	Rules) and a connected person of the Company
‘‘Property’’	the hotel, dining, conference and casino complex, and the car parks,
	located at 549–567 Avenida da Amizade, Macau
‘‘Proposed Disposal’’	the proposed disposal of the Target Company which will hold the
	Property
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

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‘‘Shares’’ the shares of the Company

‘‘Shareholders’’ the shareholders of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Target Company’’ a special purpose vehicle to be incorporated which will hold the Property

By Order of the Board

Macau Legend Development Limited Chow Kam Fai, David Co-chairman, executive Director and chief executive officer

Hong Kong, 23 March 2016

As at the date of this announcement, the executive Directors are Chow Kam Fai, David, Lam Fong Ngo and Sheldon Trainor-DeGirolamo; the non-executive Director is Tong Ka Wing, Carl; and the independent non-executive Directors are Fong Chung, Mark, Xie Min and Tam Wai Chu, Maria.

• For identification purposes only

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