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The execution of the Consortium Agreement is conditional upon registration of the Project Site as a tourism economic zone by the
The MOA is legally binding. On signing of the Consortium Agreement, the MOA shall terminate and be superseded by the Consortium Agreement.
MPEL Projects or an affiliated party will operate the gaming and non gaming operations as lessee.
Under the terms of the Provisional License, PAGCOR requires the Consortium to make a minimum investment of
MPEL Projects' total investment over the course of the Project is expected to be no more than
As the highest applicable percentage ratio (as defined in Chapter 14 of the Listing Rules) in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Rule 14.08 of the Listing Rules.
Further details of the Consortium Agreement will be disclosed in an announcement in due course.
INTRODUCTION AND TERMS OF THE MOA
The Board announces that
The Parties agreed that the MOA is binding on them and that they will negotiate in good faith with a view to the execution of the Consortium Agreement conditional upon registration of the Project Site as a tourism economic zone by the
Date
Parties
(1)
(2)
(3)
(4)
MPEL Projects, the
Purpose of the MOA
The MOA is intended to facilitate the joint development of a world-class casino, hotel, retail and entertainment complex in Paranaque City in
Consideration
Under the terms of the Provisional License, PAGCOR requires a minimum investment of
MPEL Projects' total investment over the course of the Project is expected to be no more than
Material Representations and Warranties of the Philippine Parties
Each of the Philippine Parties represents and warrants to MPEL Projects (amongst other standard representations and warranties) that:
(1) the Provisional License and the PAGCOR Development Guidelines are valid and binding and that the Philippine Parties have not violated any of the terms and conditions thereof.
(2) Belle is the absolute beneficial owner of, has good, legal, valid, indefeasible title, rights and/or interest to the owned Land and
Termination of the MOA
In the event of termination of the MOA as a result of revocation of the Casino License, and where revocation is due to the fault of the Philippine Parties, all obligations of the Parties shall terminate and the Philippine Parties shall fully reimburse MPEL Projects all reasonable costs and expenses (including, without limitation, legal costs, travelling expenses and other professional fees) incurred by it due to and/or arising from the Project until the date of such termination.
Governing Law
The MOA shall be construed in accordance with the laws of the
THE CONSORTIUM AGREEMENT
The Consortium Agreement, upon signing, will be the main framework agreement between the Consortium to carry out the Project. The Parties have sixty (60) days from signing the MOA to negotiate and sign the Consortium Agreement.
The execution of the Consortium Agreement is conditional upon registration of the Project Site as a tourism economic zone by PEZA.
Further details of the Consortium Agreement will be disclosed in an announcement in due course.
REASONS FOR AND BENEFITS OF THE TRANSACTION
The Directors believe that the terms of the Transaction are fair and reasonable and in the interests of shareholders as a whole.
The Company, while currently solely focused on
The success of
The expansion into new jurisdictions where the Company expects strong returns on capital will further diversify the Company's exposure in
The Company considers its experience in developing world-class integrated resorts such as the City of Dreams in
The right business partners are a key element to ensuring the Company's success in
ABOUT THE PHILIPPINE PARTIES
SMIC is the holding company of the
Belle is a property developer listed on the
PLAI is a gaming and leisure corporation, and a grantee by the PAGCOR of the Provisional License to operate integrated resorts, including casinos, in the vicinity of the Bagong Nayong Pilipino Manila Bay Entertainment City and the
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Philippine Parties and their ultimate beneficial owners are third parties independent of the Company and its connected persons.
ABOUT
SAFE HARBOR STATEMENT
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company may also make written or oral forward-looking statements in its periodic reports to the
DEFINITIONS
"Belle"Belle Corporation , a company incorporated inthe Philippines , whose principal address is at the fifth floor, 2 E com Center,Mall of Asia Complex , Pasay City, Philippines "Board" the board of Directors "Building Structures" the building structure and shell of a grand casino and hotel complex built by Belle on the Project Site with a combined gross floor area of at least 250,000 square meters, as specified in the MOA "Casino License" the Provisional License and, upon its issuance, the Regular Casino Gaming License, as the same may be amended, supplemented, or modified from time to time in accordance with the terms thereof "Consortium" theSM Group , Belle and PLAI, and upon signing of the Consortium Agreement, MPEL Projects "Consortium Agreement" the agreement to be entered into among the Philippine Parties and MPEL Projects, upon the satisfaction of various conditions precedent, on a date no later than sixty days from the date of signing the MOA, or such other date as may be mutually agreed "Crown"Crown Limited , incorporated under the laws ofVictoria, Australia with limited liability and listed on theAustralian Stock Exchange (Stock Code:CWN) "Director(s)" the director(s) of the Company "Land" or "Project Site" those parcels of land located inAseana Boulevard ,Macapagal Avenue , Paranaque City,Philippines beneficially owned or leased by, Belle, more particularly identified in the MOA "Leased Land" those parcels of land forming part of the Project Site which are leased by Belle from the Social Security System under a Contract of Lease datedApril 22, 2010 as amended by the Amendment to Contract of Lease datedMay 14, 2012 "Listing Rules" the Rules Governing the Listing of Securities onThe Stock Exchange of Hong Kong Limited , as amended, supplemented or otherwise modified from time to time "Melco"Melco International Development Limited , incorporated inHong Kong with limited liability and listed on theStock Exchange of Hong Kong (Stock Code:200) "MOA" the Memorandum of Agreement signed onJuly 5, 2012 , among the Consortium for entering into the Transaction "MPEL Projects"MPEL Projects Limited or its designated nominee "PAGCOR"The Philippine Amusement and Gaming Corporation "PAGCOR Development Guidelines" the requirements set out by PAGCOR in its letter datedJuly 18, 2011 "Party" or "Parties" each of MPEL Projects, theSM Group , Belle and PLAI, collectively referred to as "the Parties" "PEZA"Philippine Economic Zone Authority "Philippine Parties" collectively each of theSM Group , Belle and PLAI "Philippines" theRepublic ofthe Philippines "PLAI"PremiumLeisure and Amusement, Inc. , a company incorporated inthe Philippines , whose principal address is at the fifth floor, 2 E com Center,Mall of Asia Complex , Pasay City, Philippines "Project" the lease, development, operation and management of the Land and theBuilding Structures , into a world-class casino, hotel, retail and entertainment complex "Provisional License" Certificate of Affiliation and Provisional License datedDecember 12, 2008 and identified as PAGCOR Provisional Casino License No. CA/License Reg. No. 08-003 issued by PAGCOR for the establishment and operation of a casino, hotel, retail and entertainment complex for both local and foreign patrons in the proximity to PAGCOR's Entertainment City inManila, Philippines , as supplemented by the PAGCOR Letter datedJuly 18, 2011 and the provisional license datedDecember 12, 2008 executed between PAGCOR and the relevant Philippine Parties "Regular Casino Gaming License" the regular casino gaming license to be issued to the Consortium in accordance with relevant articles of the Provisional License "SM Group"SM Investments Corporation ,SM Land, Inc. ,SM Hotels Corporation ,SM Commercial Properties, Inc. andSM Development Corporation "SM Investments Corporation" or "SMIC" a company incorporated inthe Philippines and whose principal office address is at 10th Floor, One E-com Center,Mall of Asia Complex ,J.W. Diokno Boulevard , Pasay City "SM Land, Inc." a company incorporated inthe Philippines and whose principal office address is at 10th Floor, One E-com Center,Mall of Asia Complex ,J.W. Diokno Boulevard , Pasay City "SM Hotels Corporation" a company incorporated inthe Philippines and whose principal office address is at 10th Floor, One E-com Center,Mall of Asia Complex ,J.W. Diokno Boulevard , Pasay City "SM Commercial Properties , Inc." a company incorporated inthe Philippines and whose principal office address is at 10th Floor, One E-com Center,Mall of Asia Complex ,J.W. Diokno Boulevard , Pasay City "SM Development Corporation" a company incorporated inthe Philippines and whose principal office address is at 10th Floor, One E-com Center,Mall of Asia Complex ,J.W. Diokno Boulevard , Pasay City "Social Security System" a corporate body tasked to administer the privatized and mandatory social insurance program for Filipino workers in the private sector inthe Philippines "Transaction" the transaction to be entered into among theConsortium for the Project , reflected in the binding MOA and to be superseded by the Consortium Agreement "%" per cent.
CONTACT: Investment Community, please contact:
Ross Dunwoody
Vice President, Investor Relations
Tel: +853 8868 7575 or +852 2598 3689
Email: rossdunwoody@melco-crown.com
For media enquiry, please contact:
Maggie Ma
Head of Corporate Communications
Tel: +853 8868 3767 or +852 3151 3767
Email: maggiema@melco-crown.com