Melco International Development Limited — M&A Activity 2009

Mar 26, 2009

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.

RICH PROMISE LIMITED

(Incorporated in the British Virgin Islands with limited liability)

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(Stock Code: 122)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF CROCODILE GARMENTS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 166 OF THE COMPANIES ORDINANCE

PROPOSED WITHDRAWAL OF LISTING OF CROCODILE GARMENTS LIMITED

DESPATCH OF SCHEME DOCUMENT

Financial adviser to Rich Promise Limited

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Independent financial adviser to the Independent Board Committee

The Scheme Document will be despatched to the Shareholders and the Optionholders on Friday, 27 March 2009.

The respective notices of the Court Meeting and the EGM to be held on Thursday, 23 April 2009 are set out in the Scheme Document.

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Independent Shareholders and the Independent Optionholder should consider carefully the recommendations of the Independent Board Committee and the factors, reasons and recommendations relating to the Proposal as set out in the letter from Platinum, the independent financial adviser to the Independent Board Committee, before making a decision on the Proposal.

Shareholders and potential investors should note that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable. The Proposal may or may not become effective. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

INTRODUCTION

Reference is made to the Joint Announcement issued jointly by the Offeror and the Company in which it was announced that on 13 February 2009, the Offeror requested the Board to put forward to the Independent Shareholders a proposal regarding a proposed privatisation of the Company by way of a scheme of arrangement under Section 166 of the Companies Ordinance. Reference is also made to the announcement dated 19 February 2009 issued by the Company in relation to, among other things, the appointment of Platinum as the independent financial adviser to the Independent Board Committee and the announcement dated 9 March 2009 issued jointly by the Company and the Offeror in relation to the delay in despatch of the Scheme Document.

Unless the context otherwise requires, terms defined in the Joint Announcement shall have the same meanings when used herein.

DESPATCH OF THE SCHEME DOCUMENT

The Scheme Document containing, among other things, further details of the Proposal, the Scheme and the Option Offer, the expected timetable, an explanatory statement as required under the Companies Ordinance, the recommendations from the Independent Board Committee in respect of the Proposal and the advice of Platinum to the Independent Board Committee, a notice of the Court Meeting and a notice of the EGM, will be despatched to the Shareholders and Optionholders on Friday, 27 March 2009.

Independent Shareholders and the Independent Optionholder should consider carefully the recommendations of the Independent Board Committee and the factors, reasons and recommendations relating to the Proposal as set out in the letter from Platinum, the independent financial adviser to the Independent Board Committee, before making a decision on the Proposal.

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MEETINGS

The Court Meeting and the EGM will be held at 10:00 a.m. and 10:30 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) respectively on Thursday, 23 April 2009, in Fanling Room, Lower Level I, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong. Notices of these meetings are set out in the Scheme Document. For the purposes of these meetings, trading in the Shares are expected to be suspended from 9:30 a.m. on Thursday, 23 April 2009 until the release of the results of these meetings, which is expected to be no later than 7:00 p.m. on the same day.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining (i) the Independent Shareholders who are entitled to attend and vote at the Court Meeting and (ii) the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 20 April 2009 to Thursday, 23 April 2009 (both dates inclusive). During such period, no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting or the EGM, all transfers accompanied by the relevant share certificates (if applicable) must be lodged with the registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 17 April 2009. If the resolutions to be proposed at the Court Meeting and the EGM are duly approved by the requisite majority of Shareholders attending and voting at the meetings, the latest time for dealing in the Shares on the Stock Exchange is expected to be 4:00 p.m. on Monday, 11 May 2009. The Record Time for the purpose of determining the entitlements of the Independent Shareholders under the Scheme is expected to be 4:30 p.m. on Tuesday, 19 May 2009. In order to qualify for the entitlements under the Scheme, all transfers accompanied by the relevant share certificates (if applicable) must be lodged with the registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 14 May 2009.

OPTION OFFER

The terms of the Option Offer being made by the Offeror to the Independent Optionholder are set out in the Scheme Document and the Option Offer Form. If the Independent Optionholder wishes to accept the Option Offer, he must complete and return the duly completed and executed Option Offer Form together with the relevant certificate(s) or other document evidencing the grant of the Options to him, and any documents of title or entitlement (and/or any satisfactory indemnity or indemnities required in respect thereof), for the aggregate number of Options in respect of which the Independent Optionholder wishes to accept the Option Offer, to the Company at

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its registered office at 11th Floor, Lai Sun Commercial Centre, 680 Cheung Sha Wan Road, Kowloon, Hong Kong marked “Crocodile Option Offer” on the envelope, for the attention of the company secretary of the Company so as to reach the Company no later than 4:30 on Tuesday, 19 May 2009 or such later date and time as may be notified to the Independent Optionholder by the Offeror.

CONDITIONS OF THE PROPOSAL

Subject to all the Conditions being fulfilled or waived (as applicable), it is expected that the Scheme will become effective on Wednesday, 20 May 2009. Details of the Conditions are set out in the explanatory statement contained in the Scheme Document. The Proposal will lapse if the Conditions have not been fulfilled or waived, as applicable, on or before 31 August 2009 (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the High Court may direct). The listing of the Shares on the Stock Exchange will be withdrawn if the Scheme becomes effective. If the Scheme is withdrawn, not approved or lapses, the listing of the Shares on the Stock Exchange will not be withdrawn.

EXPECTED TIMETABLE

The following timetable takes into account the High Court procedures for the Scheme. The expected timetable set out below is indicative only and subject to change.

2009

Latest time for lodging transfers of the Shares to qualify for attending and voting at the Court Meeting and the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Friday, 17 April Closure of the register of members of the Company for determination of entitlements of the Independent Shareholders to attend and vote at the Court Meeting and of the Shareholders to attend and vote at the EGM (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 20 April to Thursday, 23 April (both dates inclusive)

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Latest time for lodging forms of proxy in respect of:

the Court Meeting (Note 2) . . . . . . . . . . . . . . . . .10:00 a.m. on Tuesday, 21 April the EGM (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on Tuesday, 21 April Suspension of trading in the Shares . . . . . . . . . . . . . .9:30 a.m. on Thursday, 23 April Court Meeting (Note 3) . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Thursday, 23 April EGM (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on Thursday, 23 April (or as soon thereafter as the Court Meeting shall have been concluded or adjourned)

Announcement of the results of the Court Meeting

and the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .not later than 7:00 p.m. on Thursday, 23 April Resumption of trading in the Shares . . . . . . . . . . . . . . . .9:30 a.m. on Friday, 24 April High Court hearing of the summons for directions in respect of the capital reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 5 May

Latest time for dealing in the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 11 May

Latest time for lodging transfers of the Shares to qualify for entitlements of the

Independent Shareholders under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Thursday, 14 May Closure of the register of members of the Company for determination of entitlements of the Independent Shareholders under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 15 May to Tuesday, 19 May (both dates inclusive) High Court hearing of the petition to sanction the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 19 May Latest time for lodging the Option Offer Form by the Independent Optionholder (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 19 May

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Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 19 May Announcement of results of the High Court

hearing of the petition to sanction the Scheme. . . . . . . . . .no later than 11:00 p.m. on Tuesday, 19 May Effective Date (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 20 May

Withdrawal of the listing of the Shares on the

Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . after close of business on Wednesday, 20 May

Cheques for the payment of the Cancellation Consideration and monies under the Option Offer to be despatched . . . . .on or before Friday, 29 May

Shareholders and the Independent Optionholder should note that the above timetable, which is dependent on all Conditions being fulfilled and/or otherwise waived (as the case may be) and the availability of the dates of the High Court to hear the proceedings for the sanctioning of the Scheme, is subject to change. Further announcement(s) will be made in the event that there is any such change.

Notes:

1. The register of members of the Company will be closed during such period for the purpose of determining entitlements of the Independent Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the EGM. For the avoidance of doubt, this period of closure is not for determining entitlements under the Scheme.

2. Forms of proxy should be deposited with the registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and by the times and dates stated above. Completion and delivery of the forms of proxy will not preclude you from attending and voting at the Court Meeting or the EGM if you so wish, but in the event of you attending and voting at the Court Meeting or the EGM, the relevant form of proxy will be deemed to have been revoked. If you complete and deliver the forms of proxy, but do not attend and vote in person at the Court Meeting or the EGM, a vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the revocation of the proxy or the power of attorney or other authority under which the proxy was executed provided no intimation in writing of such revocation shall have been received (i) in the case of the Court Meeting, by the company secretary of the Company or the Chairman of the Court Meeting on the day and at the place, but before commencement, of the Court Meeting or adjourned Court Meeting at which the proxy is used; and (ii) in the case of the EGM, by the registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at least 2 hours before the commencement of the EGM or the adjourned EGM at which the proxy is used. In the case of any beneficial owner of Shares whose

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Shares are held upon trust by and registered in the name of a nominee, trustee, depository or any other authorised custodian or third party, or in the case of any beneficial owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees Limited, your attention is drawn to the section headed “Shareholders who hold their Shares through trust or CCASS” in the explanatory statement contained in the Scheme Document.

1. Both the Court Meeting and the EGM will be held in Fanling Room, Lower Level I, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong at the time and dates specified above.

2. The Option Offer Form, duly completed in accordance with the instructions thereon, must be lodged with the Company at its registered office, at 11th Floor, Lai Sun Commercial Centre, 680 Cheung Sha Wan Road, Kowloon, Hong Kong marked “Crocodile Option Offer” on the envelope, for the attention of the company secretary of the Company, so as to reach the Company no later than 4:30 p.m. on Tuesday, 19 May 2009 or such later date and time as may be notified through press announcement, failing which the Independent Optionholder will not receive any consideration under the Option Offer.

3. The Scheme will become effective upon all the Conditions being fulfilled and/or otherwise waived (as the case may be).

OVERSEAS SHAREHOLDERS

The making of the Proposal to and acceptance of the Proposal by Independent Shareholders not resident in Hong Kong may be subject to the laws of other jurisdictions. Such persons should observe and inform themselves appropriately of any applicable legal or regulatory requirements in their respective jurisdictions. It is the responsibility of overseas Independent Shareholders (and others having an interest in the Scheme Shares) who wish to accept the Proposal to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction.

WARNING

Shareholders and potential investors should note that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable. Thus, the Proposal may or may not become effective. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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DEFINITIONS

“CCASS”

means the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

• “Conditions”

• means the conditions to which the Proposal is subject, which are set out in the section headed “Conditions of the Proposal” in the Joint Announcement

• “Effective Date”

• means the date on which the Scheme, if approved, becomes effective in accordance with its terms

• “Independent Board Committee”

• means an independent committee of the Board comprising Mr. Wan Yee Hwa, Edward, Mr. Yeung Sui Sang and Mr. Chow Bing Chiu, being all the independent non-executive Directors, and Mr. Tong Ka Wing, Carl, a non-executive Director, which has been established to advise the Independent Shareholders and the Independent Optionholder in relation to the Proposal

• “Independent means the only Optionholder other than the Relevant Optionholder” Optionholders as at the Latest Practicable Date, being an employee of the Group

• “Joint Announcement” means the announcement dated 17 February 2009 issued jointly by the Company and the Offeror relating to, inter alia, the Proposal

• “Latest Practicable means 24 March 2009, being the latest practicable date Date” prior to the printing of the Scheme Document for ascertaining certain information contained therein

• “Option Offer Form” means the yellow form setting out the terms and conditions of the Option Offer to be completed by the Independent Optionholder for acceptance of the Option Offer

• “Platinum”

• means Platinum Securities Company Limited, the independent financial adviser to the Independent Board Committee in relation to the Proposal, which is licensed to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

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• “Record Time” means 4:30 p.m. Hong Kong time on the business day immediately preceding the day when the Scheme becomes effective, being the record time for determining entitlements of the Independent Shareholders under the Scheme

“Scheme Document”

• means the scheme document containing, among other things, further details of the Proposal, the Scheme and the Option Offer, the expected timetable, an explanatory statement as required under the Companies Ordinance, the recommendations from the Independent Board Committee in respect of the Proposal and the advice of Platinum, a notice of the Court Meeting and a notice of the EGM

By Order of the Sole Director Rich Promise Limited Lam Kin Ming Director

By Order of the Board Crocodile Garments Limited Yeung Kam Hoi Company Secretary

Hong Kong, 26 March 2009

As at the date of this announcement, Mr. Lam is the sole director of the Offeror.

Mr. Lam, as sole director of the Offeror, accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the executive Directors are Mr. Lam Kin Ming (Chairman and Chief Executive Officer), Ms. Lam Wai Shan, Vanessa (Deputy Chief Executive Officer), Mr. Lam Kin Ngok, Peter, Mr. Lam Kin Hong, Matthew and Ms. Cheng Suet Fei, Sophia; the non-executive Directors are Ms. Lam Suk Ying, Diana and Mr. Tong Ka Wing, Carl; and the independent non-executive Directors are Mr. Wan Yee Hwa, Edward, Mr. Yeung Sui Sang and Mr. Chow Bing Chiu.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and parties acting in concert with it (except the Group)) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that expressed by the Offeror and parties acting in concert with it (except the Group)) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement (other than that relating to the Offeror and parties acting in concert with it (except the Group)) misleading.

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