Melco China Resorts closes private placement with Wisecord Holdings Limited


TORONTO, April 9 /CNW/ - Melco China Resorts (Holding) Limited (TSXV: MCG) ("MCR" or the "Company"), is pleased to announce that today it completed its private placement with Wisecord Holdings Limited ("WHL") in which WHL has subscribed for 100,000,000 common shares in the capital of the Company ("Common Shares") at a subscription price of C$0.15 for a total subscription price of C$15,000,000 (the "Private Placement").

"With the completion of this private placement we are able to entirely focus on moving MCR's business forward," stated Mr. Graham Kwan, Chief Executive Officer of Melco China Resorts. "We are delighted to have WHL's involvement in the Company and anticipate that all shareholders will benefit from their depth of experience and substantial network in China. Management and WHL are already working very closely together on a number of strategic initiatives where our joint goals are to deliver meaningful financial results for the Company throughout the course of 2010 and beyond."

"Melco China Resorts now has a much improved financial footing. This allows us to leverage the value management has already created at our Sun Mountain Yabuli Resort and widely acknowledged as the premier mountain resort in the country," stated Mr. Mao Zhen Hua, Chairman of Wisecord Holdings Limited. "From this foundation we view Melco China Resorts as a great platform that we can scale and grow as the purveyor of the finest lifestyle resort experiences in China, in a massive market that continues to grow year over year for both vacation experiences and resort home ownership. We are actively engaged and very excited with the prospects of the Company."

Amendments to Shareholder Loans

In connection with the completion of the Private Placement, Melco Leisure and Entertainment Group Limited ("Melco Leisure"), WHL and the Company have executed a binding agreement under which, inter alia, Melco Leisure has agreed to extend the maturity of its existing US$23 million aggregate principal amount in loans to Melco China Resorts (the "Shareholder Loans") to March 31, 2013 such that the Shareholder Loans are no longer due on demand (except on an event of default) and accrue interest at the rate of three percent (3%) per annum, and subject to the following additional terms and conditions:

    -   Melco Leisure has waived all applicable change of control provisions;

    -   so long as any part of the Shareholder Loans is outstanding and Melco
        Leisure owns at least 10% of the issued and outstanding voting
        securities of Melco China Resorts, Melco Leisure will have the right
        to nominate one director to the board of Melco China Resorts;

    -   at any time before March 31, 2013, if the Company's 30 consecutive
        day weighted average trading price exceeds C$1.00 per share, WHL has
        the right to require Melco Leisure to convert all or part of the
        Shareholder Loans at 50% discount plus accrued interest at a price
        (the "Conversion Price") equal to (a) 70% of the said weighted
        average trading price or (b) C$1.00 whichever is greater; and

    -   WHL has a call option to buy 1/3 (one-third) of the converted shares
        referred to in the preceding subparagraph from Melco Leisure at the
        Conversion Price within 30 days of the conversion.

Melco Leisure, WHL and Melco China Resorts have also executed a binding agreement in relation to the settlement of the US$1.5 million loan ("Melco Leisure US$1.5 million Loan") from Melco Leisure to the Company or its subsidiary. Pursuant to this agreement, US$1 million of the loan was converted into 6,686,666 Common Shares at C$0.15 per Common Share simultaneously with the closing of the Private Placement and US$0.5 million of the loan was re-paid to Melco Leisure in cash.

The amendment to the Shareholder Loans and the Melco Leisure US$1.5 million Loan (the "Supplemental Loan Agreements") constitute a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and are exempt from the minority approval requirement pursuant to Section 5.7(1)(e) - Financial Hardship of MI 61-101. The board of directors of the Company (including all independent directors), acting in good faith, determined that the Company was in serious financial difficulty and that the Private Placement was designed to improve the financial position of the Company and is reasonable given the circumstances. The Amendments are also exempt from the requirement to obtain an independent valuation pursuant to Section 5.5(b) - Issuer Not Listed On Specified Markets of MI 61-101, as the Company is listed on the TSX Venture Exchange.

Copies of the Supplemental Loan Agreements will be available electronically on


As a result of the completion of the Private Placement, the conversion of US$1 million principal amount of the Melco Leisure US$1.5 million Loan into Common Shares, and the conversion by Melco Leisure of Melco China Resorts' outstanding Class B non-voting shares to Common Shares, WHL holds 100,000,000 Common Shares, representing approximately 49.4% of the outstanding Common Shares, and Melco Leisure holds 58,233,365 Common Shares, representing approximately 28.7% of the outstanding Common Shares.

Both the 100,000,000 Common Shares issued to WHL pursuant to the Private Placement and the 6,686,666 Common Shares issued to Melco Leisure in relation to the settlement of the Melco Leisure US$1.5 million Loan are subject to hold periods under applicable securities laws, which expire on August 9, 2010.

Change in Board of Directors

In connection with the Private Placement, the Company is pleased to welcome Mr. Zhenhua Mao, Mr. Jingru Guan, Mr. Gang Han, and Mr. Lian Wang to the board of directors of the Company, effective 8 April 2010.

Mr. Mao is the founder and Chairman of China Chengxin Credit Management Co., Ltd., the largest credit rating agency in China. He is also an independent director of Fintronics Holdings Company Limited, a company listed on the Hong Kong Stock Exchange. Mr. Mao has extensive experience and has been directly influential in the formulation and development of the credit assessment industry in the country. He also has substantial experience in corporate restructuring and project finance. Mr. Mao holds a PhD in Economics and a Bachelor's degree in Economics from Wuhan University. Mr Mao has been appointed Chairman of the Board of Melco China Resorts.

Mr. Guan is currently the Chief Executive Officer of China Chengxin Credit Management Co., Ltd. From 1999 to 2005, Mr. Guan was the President of China Scholars Group Co., Ltd., a company listed on the Shenzhen Stock Exchange. Mr. Guan holds a PhD and Master's degree from Wuhan University.

Mr. Han is currently the Chief Financial Officer of Qinghai Huading Industrial Company Limited. Mr. Han holds a Masters of Business Administration degree from Renmin University of China.

Mr. Wang has held a number of senior positions in internationally renowned investment banks and securities companies over the past 10 years. These include Morgan Stanley Asia Limited, J.P. Morgan Securities (Asia Pacific) Limited, Deutsche Bank AG Hong Kong Branch and BOC International Holdings Limited. Mr. Wang holds a PhD in Statistics from Carnegie Mellon University and a Bachelor of Science in Mathematics from the Beijing University.

Resigning from the board are Mr. Lawrence Ho, the Company's current Chairman, and Mr. Samuel Tsang. The board of directors of Melco China Resorts wishes to thank Messrs Ho and Tsang for their services and contribution to Melco China Resorts during their term.

About Melco China Resorts

Melco China Resorts is the premier developer of four season destination ski resorts in China. Melco China Resorts is transforming existing China ski properties into world-class, four seasons luxury mountain resorts with excellent real estate investment opportunities for discerning buyers. In February 2009 the Company's Yabuli Resort was awarded Best Resort Makeover in Asia by TIME Magazine. Melco China Resorts' leadership team boasts a proven record of resort development success both internationally and in China.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws, and actual results may vary from the forward-looking information. Implicit in this information are assumptions regarding future operations, plans, expectations, anticipations, estimates and intentions, such as the plans to develop the ski resorts in China. These assumptions, although considered reasonable by Melco China Resorts at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operating results and economic performance of Melco China Resorts are subject to a number of risks and uncertainties, including general economic, market and business conditions, uncertainty relating to land use rights, adverse industry events for the ski and real estate industries, Melco China Resorts' ability to make and integrate acquisitions, the requirements of recent Chinese regulations relating to cross-border mergers and acquisitions, the inability to obtain required approvals or approvals may be subject to conditions that are unacceptable to the parties, changing industry and government regulation, as well as Melco China Resorts' ability to implement its business strategies, and to raise sufficient capital, seasonality, weather conditions, competition, currency fluctuations and other risks, and could differ materially from what is currently expected as set out above.

Forward-looking information contained in this press release is based on current estimates, expectations and projections, which MCR believes are reasonable as of the date of this press release. Melco China Resorts uses forward-looking statements because it believes such statements provide useful information with respect to the operation and financial performance of Melco China Resorts, and cautions readers that the information may not be appropriate for other purposes. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Melco China Resorts may elect to, it does not undertake to update this information at any particular time.


For further information: For further information: Melco China Resorts, Investor Relations, Kevin O'Connor or Ali Mahdavi, Tel: (416) 962-3300, Fax: (416) 962-3301, Email:

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