Press Releases

Hong Kong, Dec 4, 2010 (ABN Newswire) - Emperor International Holdings Limited (HKG:0163) & Emperor Entertainment Hotel Limited (HKG:0296) today jointly announced its corporate exercise in the form of a series of transactions.

1. Sale of a development project in Shanghai (the "Project") from EEH to EIHL
A wholly-owned subsidiary of EIHL has entered into a sale and purchase agreement for the purchase of the Project, held by the wholly-owned subsidiary of EEH at the consideration, equivalent to the sum of the unaudited consolidated net asset value of the Project in the books of EEH as at completion with the value of the development site of the Project to be valued as at 24 November 2010 and adjusted for the deferred taxation recognized plus the amount of the shareholders' loan of the Project. Based on the unaudited consolidated accounts of EEH as at 30 September 2010 of which the Project is consolidated therein, the consideration will be approximately HK$1,062.93 million.

The consideration shall be settled by the allotment and issue of 258,509,196 shares in EIHL (the "EIHL Consideration Shares") at HK$4.11 per EIHL share, determined with reference to the unaudited consolidated net asset value of EIHL as at 30 September 2010 and after adjusting for cash interim dividend, the market value of all its properties in place of the book value, the deferred taxation recognized for its properties and the carrying value of the amount due to related company be replaced by the contractual amount as at 30 September 2010.
The remaining balance is to be settled in cash. The EIHL Consideration Shares amount to approximately 8.01% of the total issued share capital of EIHL on enlarged basis.

The Project is located in Yu Yuan, Shanghai and it is under development. It will be developed into a shopping arcade and hotel/services apartment complex on a 246,200 square feet prime site. The main body of the complex will be a multi-storey shopping arcade with the expected total gross area of 1,298,500 square feet. A new Shanghai M10 subway route will be adjacent to the Project site.

Ms. Vanessa Fan, Managing Director of EIHL and Executive Director of EEH, said, "It offers a good opportunity for EEH to dispose of its interest in the Project so that it can realize the currently non-revenue generating Project into marketable securities. More importantly, it can also rationalize the business line of both EIHL and EEH. EIHL, with its business in property investment and development, is more financially viable in developing the Project, while EEH does not need to further devote substantial capital into the Project which is still under construction. EEH can then more focus on its entertainment and hospitality business in Macau with effective reallocation of financial resources and management efforts. This transaction allows both EIHL and EEH to enjoy win-win situation with corporate restructuring in effective manner."

This transaction allows EIHL to increase its stake in the Project with potential prospect without substantial cash commitment and to increase the number of shares for enhancing market capitalization.

2. Proposed distribution in species of shares in EIHL to EEH shareholders
EEH proposed to distribute the EIHL Consideration Shares received by it upon completion of the acquisition of the Project as special dividend (the "EEH Special Dividend") to EEH shareholders on the basis of 1 EIHL share for every 5 EEH shares held.

The distribution allows EEH shareholders to enjoy the benefit of realizing the Project which has turned into marketable securities. Leveraging the increased capital base, EIHL can enhance investor profile and improve liquidity in public capital market.

3. Voluntary conditional offer to acquire all EEH shares by EIHL
Simultaneously, EIHL, through its wholly-owned subsidiary, will make a voluntary conditional cash and securities exchange offer to acquire all the issued shares in the share capital of EEH (the "General Offer"). Under the General Offer, every 4 EEH shares will be tendered for 3 EIHL shares plus HK$0.16 in cash. Currently, 549,318,168 shares in EEH are eligible to accept the General Offer. EEH shareholders accepting the General Offer will tender their EEH shares together with their EIHL shares entitlement under the EEH Special Dividend mentioned above as well as the cash interim dividend of HK$0.04 per EEH Share. In return, EEH shareholders will receive EIHL shares in the aforesaid ratio plus the cash portion of the General Offer which is equivalent to the amount of cash interim dividend payable to EEH shareholders.

Ms. Fan added, "It is a kind of option for EEH shareholders becoming shareholders of EIHL upon the securities exchange for enjoying comprehensive property portfolio with more diversified projects and higher liquidity in the share market and larger shareholder base. However, if EEH shareholders do not accept this offer, they can still retain its EEH shareholding and receive 1 EIHL share for every 5 EEH shares held as special dividend."

The General Offer allows EIHL to increase the stake of the business of EEH without extra cash commitment. Assuming some or all of the EEH shareholders accept this offer, it can enlarge EIHL capital base, hence strengthening EIHL investor profile. EEH shareholders can extend their investments in EIHL and retain its investment participation in the Project at the same time.

4. Proposed distribution in specie of EIHL shares to EIHL shareholders
Subject to the above transactions, EIHL proposed to distribute (i) the EIHL Shares received under the EEH Special Dividend, (ii) the EIHL shares entitlement under the EEH Special Dividend tendered by EEH Shareholders under the General Offer and (iii) the additional EIHL shares to be issued by way of bonus issue, to EIHL shareholders in a form of special dividend on the basis of 1 EIHL share for every 10 EIHL shares held.

The distribution will increase the liquidity of shares of EIHL in the public market, hence enlarging its share capital base. The EIHL shareholders can also enjoy the benefit of the enlarged capital base, improved liquidity and realization of the marketable assets in the form of distribution of shares.

Appendix:

Summary of Shareholders Benefits

-----------------------------------------------------------
EIHL Shareholders   EEH Shareholders
(163.HK)            (296.HK)     
-----------------------------------------------------------
                  If Accept                 If NOT Accept
                  General Offer             General Offer
                  --------------------------------------
- Cash Dividend   (i) Surrender 4 EEH         Retain 
                  shares (which comes with    EEH shares
                  EIHL shares entitlement 
                  under EEH Special   
                  Dividend (thru T2) and 
                  the entitlement under the 
                  cash interim dividend) 
                    
                 (ii) receive 3 EIHL shares 
                 (thru T3)   
-----------------------------------------------------------
- Receive 1 EIHL  Receive the cash portion    Receive 1 
share for every   under the General Offer     EIHL share 
10 EIHL shares    (equivalent to cash         for every 5 
held(thru T4)     interim dividend)(thru T3)  EEH shares 
                                              (thru T2)
-----------------------------------------------------------
                                              Receive cash 
                                              interim dividend,
                                              (equivalent to the 
                                              cash portion under 
                                              the General Offer)  
------------------------------------------------------------
T1: Sale of the Project from EEH to EIHL
T2: Proposed distribution in species of shares in 
    EIHL to EEH Shareholders
T3: Voluntary conditional offer to acquire all 
    EEH shares by EIHL
T4: Proposed distribution in specie of EIHL shares 
    to EIHL Shareholders
------------------------------------------------------------

Key Timeline For Shareholders

------------------------------------------------
Date         EIHL Shareholders  EEH Shareholders
             (163.HK)           (296.HK)
------------------------------------------------
15 Dec 2010  Ex-entitlement 
             to distribution  
------------------------------------------------
20 Dec 2010  Record date for     Commencement of 
             entitlement         General Offer
------------------------------------------------
 5 Jan 2011  Special general     Special general 
             meeting             meeting
------------------------------------------------
19 Jan 2011                      Closure of 
                                 General Offer
------------------------------------------------
20 Jan 2011                      Ex-entitlement 
                                 to distribution
------------------------------------------------
24 Jan 2011                      Record date 
                                 for entitlement
------------------------------------------------
28 Jan 2011  Despatch of share   Despatch of share 
             certificates for    certificates for 
             distribution        distribution 
             (thru T4)           (thru T2)
------------------------------------------------

- End -

Contact

Press/Investor Enquiry Ms. Anna Luk Investor Relations Manager Tel: +852-2835-6783 Tel: +852-6184-0181 Email: annaluk@emperor.com.hk