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casino (burswood island) agreement act 2020 Form F-1 As filed with the Securities and Exchange Commission on October 18, 2007 Registration No.
Employer Identification Number 36th Floor, The Centrium 60 Wyndham Street Central Hong Kong 852 2598-3600 Address, including zip code, and telephone number, including area code, of registrantÂ’s principal executive offices CT Corporation System 111 Eighth Avenue New York, New York 10011 212 664-1666 Name, address, including zip code, and telephone number, are high roller casino bonus codes 2020 much area code, of agent for service Copies to: Thomas M.
¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462 b under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨ If this Form is a post-effective amendment filed pursuant to Rule 462 c under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨ If this Form is a post-effective amendment filed pursuant to Rule 462 d under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
Each American depositary share represents three ordinary shares.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8 a of the Securities Act of 1933, as amended, or until the casino (burswood island) agreement act 2020 statement shall become effective on such date as the Commission, acting pursuant to said Section 8 amay determine.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
Our ADSs are listed on the Nasdaq Global Market under the symbol “MPEL.
See “ ” beginning on page 17 to read about the risks you should consider before buying the ADSs.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
We have not authorized anyone to provide you with information that is different.
This prospectus may only be used where it is legal to sell these securities.
The information in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs.
We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States.
Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.
See “Risk Factors” beginning on page 17 to read about the risks you should consider before investing in the ADSs.
Unless the context otherwise requires, in this prospectus, “we,” “us,” “our company” and “MPBL Entertainment” refer to Melco PBL Entertainment Macau Limited and its predecessor entities and consolidated subsidiaries, including Melco PBL Gaming Macau Limited, or MPBL Gaming, a Macau company and holder of a gaming subconcession in Macau.
Overview We are a developer, owner and, through our subsidiary MPBL Gaming, operator of casino gaming and entertainment resort facilities focused exclusively on the Macau market.
MPBL Gaming is one of six companies licensed, through concessions or subconcessions, to operate casinos in Macau.
Our ADSs are listed on the Nasdaq Global Market under the symbol “MPEL”.
We have chosen to focus on the Macau gaming market because we believe that Macau is well positioned to be one of the largest gaming destinations in the world.
Gaming revenue in Macau has increased at a five-year compounded annual growth rate, or CAGR, from 2001 to 2006 of 24.
Macau benefits from its proximity to one of the worldÂ’s largest pools of existing and potential gaming patrons and is currently the only market in Greater China, and one of only several in Asia, to offer legalized casino gaming.
Through our existing operations and projects currently under development and construction, we will cater to a broad spectrum of potential gaming patrons, including wealthy high-end patrons, who seek the excitement of high stakes gaming, as well as mass market patrons, who wager lower stakes and are more casual gaming patrons seeking a broader entertainment experience.
We will seek to attract these patrons from throughout Asia and in particular from Greater China.
Our existing operations and development projects consist of: • Crown Macau.
The Crown Macau Hotel Casino, or Crown Macau, offers a luxurious premium hotel and casino resort experience by offering premium entertainment, elegant facilities, high quality service and rich décor, and aims to exceed the average five-star hotel in Macau catering primarily to the high-end gaming market.
Gaming venues traditionally available to high stakes patrons in Macau have not offered the luxurious accommodation and facilities we offer at Crown Macau, instead focusing primarily on intensive gaming during day trips and short visits to Macau.
The property features a 38-story tower 1 including approximately 183,000 sq.
Crown Macau held its grand opening on May 12, 2007 and became fully operational in July 2007.
• City of Dreams.
The City of Dreams integrated casino resort complex, or City of Dreams, is being developed to be a “must-see” integrated casino and entertainment resort primarily catering to mass market patrons.
City of Dreams will be located in Cotai, an area that has been master-planned to feature a series of major new developments in the style of the Las Vegas Strip.
City of Dreams is planned to feature three hotels ranging from four-stars to more luxurious ones designed with the aim of exceeding the average five-star hotel in Macau, a 420,000 sq.
The first phase of the complex is currently targeted to open before the end of March 2009.
This first phase is expected to include substantial completion of the casino, retail space, food and beverage outlets and two hotels, which are expected to be operated under the Crown Towers and Hard Rock brands.
The purpose-built wet stage performance theatre is scheduled for completion by the end of March 2009 with opening night expected before the year-end 2009, following four to six months of rehearsals.
The twin-tower hotel under the Grand Hyatt brand with approximately 1,000 rooms and suites is scheduled to open in September 2009.
The approximately 800-unit apartment hotel complex integrated within the City of Dreams footprint is expected to be completed by December 2009 and to be marketed in advance of project completion, subject to compliance with legal and regulatory provisions.
We plan to finance the construction of the apartment hotel complex separately from the rest of the City of Dreams project, including with a portion of the proceeds from this offering.
Our seven Mocha Clubs feature a total of approximately 1,100 gaming machines, and comprise the largest non-casino-based operations of electronic gaming machines in Macau.
By combining machine-based gaming with an upscale décor and cafe ambiance, we aim to improve on Macau’s historically limited service to mass market and casual gaming patrons, including local residents and day-trip customers, outside the conventional casino setting, and to capitalize on the significant growth opportunities for machine-based gaming in Macau.
• Macau Peninsula Site.
In May 2006, we entered into a conditional agreement to acquire a third development site, which is located on the shoreline of Macau peninsula near the current Macau Ferry Terminal, or Macau Peninsula site.
The Macau Peninsula site is approximately 6,480 square meters approximately 1.
The agreement completion deadline was first extended in January 2007 and again in July 2007 when we negotiated an extension of the completion deadline for the conditional agreement to the end of July 2008 in order to benefit from additional flexibility in the timing of the purchase, which is subject to various closing conditions.
Other than the extension of the purchase completion deadline, all other provisions of the agreement remain in force, and there were no fees associated with the extension.
Completion of the purchase remains subject to i significant conditions in the control of third parties unrelated to us and the seller of the property, and ii the approval of the Macau government.
We are currently considering plans to develop the Macau Peninsula site into a mixed-use hotel, serviced apartment and casino facility aimed primarily at day-trip gaming patrons.
If we acquire the site, we are targeting the middle of 2010 2 as our opening date.
Mocha Clubs had been our sole source of revenue until the opening of Crown Macau in May 2007.
Prior to MPBL Gaming obtaining a Macau gaming subconcession in September 2006, our subsidiary Mocha Slot Management Limited, or Mocha Slot, provided management services to Mocha Clubs under a services agreement with Sociedade de Jogos de Macau, S.
After obtaining a subconcession through MPBL Gaming and terminating this services agreement, we now reflect as our revenues all of the gaming machine win at Mocha Clubs, which are subject to Macau taxes and other government dues currently totaling approximately 39%.
This facility was not drawn down, and was cancelled in June 2007.
Our Major Shareholders We believe one of our greatest strengths is the combined resources of our major shareholders, Melco and PBL.
Melco is a long-established company listed on go here Main Board of the Hong Kong Stock Exchange.
Its major business is the leisure, gaming and entertainment business in Macau carried on by us.
Among the listed companies in Hong Kong, Melco was one of the first to tap the rapidly growing leisure and entertainment market in Macau.
In June 2004, Melco established Macau gaming as a principal activity with the acquisition of interests in Mocha Slot Group Limited, or Mocha, and in September of the same year, Melco announced its participation in a hotel development project in Taipa, Macau, which subsequently evolved to become Crown Macau.
Through the leadership and reputation of Mr.
Lawrence Ho, our Co-Chairman and Chief Executive Officer and the Chairman and Chief Executive Officer of Melco, Melco has cultivated a broad network of business relationships in Macau, Hong Kong and elsewhere in Greater China.
We believe these relationships have been and will continue to be important to the successful development and operation of our gaming business in Macau.
Melco is the originator of most of our existing projects in Macau and its local relationships helped it to initially secure our interests in Mocha and the Crown Macau and City of Dreams projects.
In addition, MelcoÂ’s relationships have helped us identify sites for Mocha Club venues on attractive economic terms and helped expand Mocha Clubs into the largest non-casino based operations of gaming machines in Macau, with approximately 20% market share by gross gaming machine revenue for the six months ended June 30, 2007, based in part on the figures from the DICJ.
Lawrence HoÂ’s father, controls the entities that, together, were the monopoly operator of casino gaming in Macau from 1962 to 2002, and was a director and the chairman of Melco until he resigned from those positions in March 2006.
Melco also contributed to MPBL Greater China a 50.
We later acquired the casino (burswood island) agreement act 2020 20% interest in Mocha from Dr.
Stanley Ho, the remaining 30% interest in the Crown Macau project from Sociedade de Turismo e Diversões de Macau, or STDM, and the remaining 49.
In October 2006 after the subconcession was granted to MPBL Gaming and we obtained a controlling interest in MPBL Gaming, all the interests in Mocha Clubs, the Crown Macau and the City of Dreams projects were transferred to MPBL Gaming.
Melco also has extensive experience in the restaurant business, operating the well-known Jumbo Kingdom floating restaurants in Hong Kong and the Chua Lam Gourmet Kitchen in Macau.
In addition, Melco provides gaming IT infrastructure and solutions as well as online financial click here and related systems and services to its customers through its subsidiaries, Elixir Group Macau Limited and iAsia Online Systems Limited, and carries on investment banking and financial services businesses through its Hong Kong Stock Exchange listed subsidiary, Value Convergence Holdings Limited.
PBL is AustraliaÂ’s largest listed diversified media and entertainment company.
PBL owns and operates the Crown Entertainment Complex, or Crown Casino Melbourne, in Melbourne, Australia and the Burswood Entertainment Complex, or Burswood Casino, in Perth, Australia, which brings us significant experience in developing and operating casino resorts and in branding and marketing as well as providing access to its international high-end gaming clientele, particularly in the Asia region.
The Gateway Casinos transaction is proceeding by way of a public takeover offer, which is subject to regulatory approval.
In May 2007, PBL acquired a 37.
In June 2007, PBL acquired a 19.
Through the successful operation of Crown Casino Melbourne and Burswood Casino, we believe that PBL has a proven track record in both high-end and mass market gaming operations, as well as in providing other leisure services and facilities.
PBL successfully operates a total of more than 400 high-end and mass market table games and more than 4,000 electronic gaming machines at these two casinos.
In addition to gaming facilities, these properties feature a total of approximately 1,650 luxury hotel rooms, more than 100,000 sq.
In October 2007, Crown Melbourne Limited announced its intention to construct a third hotel at Crown Melbourne with approximately 658 rooms which is projected to be operational link May 2010.
Crown operates its successful “Crown Club” gaming loyalty program.
We are leveraging PBLÂ’s operating skills, its international experience and its high standards and reputation to strengthen our operations in Macau.
For example, PBL assists us in: • implementing customer relationship management systems to facilitate our loyalty programs; • adapting our gaming product analytics systems to maximize revenue potential; • implementing management reporting practices and operating procedures to ensure accuracy and consistency in our internal control; 4 • training staff in high quality customer service; and • adopting a community and government relations framework to promote efficient working relationships with government authorities and compliance with rules and regulations.
PBL assists us by recommending candidates for employment and seconding employees to us or our subsidiaries from time to time, providing management information systems and policy and procedure guidelines, facilitating training and appointing directors to our board of directors.
Melco and PBL have agreed with us under an amended and restated shareholdersÂ’ deed that we will be the exclusive vehicle of Melco and PBL to carry on casino, gaming machine and casino hotel operations in Macau.
We have entered into a license agreement with Crown Melbourne Limited, a subsidiary of PBL, and obtained an exclusive and non-transferable license to use the Crown brand in Macau.
In addition, as our founding shareholders, PBL and Melco have provided us with administrative support and technical expertise in connection with the development of the Crown Macau, the City of Dreams and the Macau Peninsula projects and the operation of the Mocha Clubs business, although we do not have contractual rights to have such services provided to us.
We pay PBL and Melco for reasonable costs, determined on an armÂ’s length basis, in connection with this support and expertise.
On May 8, 2007, PBL announced its intention to separate into two Australian listed companies, namely Crown Limited, an entity that will hold all of PBLÂ’s existing gaming assets, and Consolidated Media Holdings Limited, which will hold all of PBLÂ’s media assets.
On completion of the PBL separation, PBL Asia Investments Limited, which holds PBLÂ’s interest in MPEL, will become a wholly-owned subsidiary of Crown Limited.
The PBL separation is subject to shareholder and court approvals.
Industry Background Macau is located in the Pearl River Delta region of China and is about an hour away from approximately 6.
All of the main population centers of China, as well as Taiwan, Japan, Korea, Thailand, Malaysia, Singapore, Indonesia and the Philippines lie approximately within a 2,500 mile radius of Macau.
According to the Economist Intelligence Unit, these countries had a total population of almost two billion people in 2005, with China alone accounting for approximately 1.
Like Hong Kong, Macau is a Special Administrative Region of China.
Between 2001 and 2006, visitation to Macau increased at a CAGR of 16.
We believe that visitation and gaming revenue growth for the Macau market have been driven by and will continue to be driven by a combination of factors, including: • proximity to major Asian population centers; • liberalization of travel restrictions in China under its “Facilitated Individual Travel Scheme”, enabling greater numbers of Chinese citizens from more provinces to visit Macau individually without being in a tour group as was required previouslyand liberalization of currency restrictions to permit Chinese citizens to take significantly larger sums of foreign currency out of China when they travel; • increasing regional wealth, leading to a large and growing middle class with more disposable income; and • planned infrastructure improvements such as an expanded and upgraded airport, new roads, tunnels and bridges, a light rail system and additional ferry access, which are expected to facilitate more convenient access to and travel within Macau.
For 40 casino (burswood island) agreement act 2020 from 1962 to 2002, casino gaming in Macau was provided by a single monopoly operator, STDM and later STDMÂ’s subsidiary SJM.
Since the Macau government undertook a bidding process for three gaming concessions beginning in 2002, Macau has seen dramatic changes in its gaming industry caused by the intense competition among the three concession holders, SJM, Galaxy Casino, S.
Pansy Ho, the daughter of Dr.
Stanley Ho and the sister of Mr.
Lawrence Ho, and 3 our subsidiary MPBL Gaming.
The Macau government has agreed under the three existing concession agreements that it will not grant any additional concessions before April 2009 and has publicly stated that only one subconcession may be issued under each concession.
However, subject to Macau government approval, there is no limit on the number of casinos that can be operated by each concessionaire or subconcessionaire.
We believe the rights and obligations of MPBL GamingÂ’s subconcession are substantively similar to those under Wynn MacauÂ’s concession.
Wynn Macau may not terminate MPBL GamingÂ’s subconcession unilaterally, although the Macau government may, after notifying Wynn Macau, terminate the subconcession under certain circumstances, including MPBL Gaming operating its business outside the business scope of the subconcession, suspension of operations of MPBL GamingÂ’s business without reasonable grounds for more than seven consecutive days or more than 14 non-consecutive days within one calendar year, failure to comply with decisions and recommendations of the Macau government, and bankruptcy or insolvency of MPBL Gaming.
The six concession and subconcession holders, including MPBL Gaming, and other major sponsors and developers are planning to build major hotel and casino projects in Macau.
Wynn Macau, Galaxy StarWorld and Grand Lisboa casino hotels recently opened on the Macau peninsula, in addition to Crown Macau in Taipa.
In Macau’s newest casino development zone in Cotai, The Venetian Macao opened in August 2007 and several additional “mega” casino projects are scheduled for opening through 2010.
These developments include City of Dreams and other casino hotels developed by major casino operators, international hotel chains and other sponsors.
All these new casino hotels are anticipated to offer patrons higher quality amenities and more here ambience than have been generally available in Macau in the past.
In conjunction with these factors, we believe that over time Macau will undergo a transition from a gaming-focused market into a leisure destination offering a greater breadth of gaming and non-gaming entertainment options and amenities.
We believe that this development should help drive further growth in casino (burswood island) agreement act 2020 demand and visitation to Macau, particularly from the emerging mass market segment.
Historically, Macau has catered primarily to high-end patrons who generally play at baccarat tables requiring large minimum bets.
The development of Las Vegas style casinos, which offer a broader gaming and entertainment experience to mass market patrons, should provide additional revenue opportunities from a larger demographic base.
We believe that the build-out of world-class facilities in Macau, including both gaming-focused properties, as well as integrated casino resorts with entertainment, food and beverage and convention complexes, should help to make Macau a more attractive destination for longer multi-day stays for various customer segments, including families.
At the same time, we believe that Macau will continue to support an active market for day-trip visitors from locations such as Hong Kong and Guangdong Province, China.
Our Strategies Our objective is to become a leading provider of gaming, leisure and entertainment services that capitalizes on the expected growth opportunities in Macau.
To achieve our objective, we have developed the following business strategies: • develop a targeted product portfolio of brands well-recognized for their quality and distinctive services; • leverage Melco’s and PBL’s proven operational experience, network of local relationships and recognized staff training and development capabilities to successfully develop and operate each of our projects; 6 • develop a comprehensive marketing program by leveraging the existing Crown and Mocha brands and capitalizing on the marketing resources of our founders; • focus on building first-class facilities by link a highly experienced in-house project team and engaging qualified professionals with significant experience in construction projects and the gaming and leisure sector; and • utilize MPBL Gaming’s subconcession to maximize our business and revenue potential, for example, through arrangements with other entertainment complex operators who are not concession or subconcession holders, under which MPBL Gaming will operate the casino facilities within such entertainment complexes.
Our Challenges The successful execution of our strategies is subject to certain risks, challenges and uncertainties, including the following: • Our early stage of development and construction.
We are at an early stage of development and construction of our properties and businesses.
We obtained our primary revenue generating business, Mocha Clubs, in March 2005, and opened our new hotel casino, Crown Macau, in May 2007.
We are incurring substantial costs and expenses in connection with the City of Dreams project, which is in the early stages of construction.
In addition, we have not completed the acquisition of the Macau Peninsula site which is subject to a number of conditions.
• Intense competition in Macau and elsewhere in Asia.
Our competitors in Macau include all the current concession and subconcession holders and many of the largest gaming, hospitality, leisure and resort development companies in the world.
Our Macau operations currently compete with approximately 26 other existing casinos of varying sizes located in Macau.
In addition, we expect competition to increase in the near future from local and foreign casino operators who are developing numerous hotel and casino projects in Macau, as well as other gaming destinations throughout Asia and globally.
• Development and operations costs.
All of our projects are subject to significant development and construction risks, which could have a material adverse impact on our project timetables and costs and our ability to complete our projects.
We may exceed our budgeted costs or incur delays in opening one or more of our projects that reduces or delays our ability to generate operating revenue.
For example, Crown Macau was not fully operational until two months after its opening, primarily due to construction delays.
See “Risk Factors” on page 17 for a discussion of these and other important risks, challenges and uncertainties.
Financial Performance for the three month period ended September 30, 2007 We expect to announce in early December 2007 our third quarter financial results as of and for the three months ended September 30, 2007.
This three month period was our first full financial quarter of operations at Crown Macau, which became fully operational in July 2007.
As a result, our revenue increased significantly from the prior quarter.
Other new casinos were opened in Macau during the third quarter of 2007, growing the market and increasing competition.
Our month-on-month revenues increased sequentially in each of July and August 2007, due to a combination of increased market share of Crown Macau and a trend improvement in actual hold rate in our VIP gaming operations.
However, during the month of September 2007 our revenues were adversely affected by a substantial fall in actual hold rate significantly below the long term market average or theoretical hold rate in our VIP gaming operations.
Revenues from VIP gaming operations are generally more volatile than for mass market gaming operations due to the combination of lower volume but higher value bets, which may result in a material difference between revenue based on actual hold rates as compared with revenue based on theoretical hold rates.
We expect our month-on-month and quarter-on-quarter revenues to continue to be volatile, particularly during the period prior to the opening of City of Dreams.
Corporate Information We were incorporated in December 2004 as an exempted company with limited liability under the laws of the Cayman Islands.
Our ADSs are listed for quotation on the Nasdaq Global Market under the symbol “MPEL”.
Our principal executive offices are located at 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.
Our telephone number at this address is 852-2598-3600 and our fax number is 852-2537-3618.
You should direct all inquiries to us at the address and telephone number of our principal executive offices set forth above.
Our website is www.
The information contained on our website does not form part of this prospectus.
Our agent for service of process in the United States is CT Corporation System located at 111 Eighth Avenue, New York, New York 10011.
At the time of our initial public offering, through three intervening holding company subsidiaries incorporated in the Cayman Islands and wholly-owned by us, 1 Melco PBL Holdings Limited, 2 Melco PBL International Limited, or MPBL International, and 3 Melco PBL Investments Limited, or MPBL Investments, we held all of the Class B shares of MPBL Gaming, representing 72% of the voting control of MPBL Gaming and the rights to virtually all the economic interests in MPBL Gaming.
All of the Class A shares of MPBL Gaming, representing 28% of its outstanding capital stock, was owned by PBL Asia Limited, or PBL Asia as to 18% and, as required by Macau law, the managing director of MPBL Gaming as to 10%.
Lawrence Ho was appointed to serve as the managing director of MPBL Gaming.
The Class A shares were entitled as a class to an aggregate of MOP 1 in dividends and MOP 1 in proceeds of any winding up or liquidation of MPBL Gaming.
MPBL Investments, PBL Asia, the managing director of MPBL Gaming and MPBL Gaming entered into a shareholdersÂ’ agreement under which, among other things, PBL Asia agreed to vote its Class A shares in the same manner as the Class B shares on all matters submitted to a vote of shareholders of MPBL Gaming.
Prior to the financial close of the City of Dreams Project Facility, three more holding companies were incorporated through which we now hold our shares in MPBL Gaming: 1 Melco PBL Nominee One Limited, or MPBL Nominee One, a Cayman Island company, which is a 100% subsidiary of MPBL International, it now holds 100% of the shares in MPBL Investments which in turn holds approximately 90.
The above shareholding structure of MPBL Gaming was completed when PBL Asia transferred its 1,799,999 class A shares in MPBL Gaming to MPBL Investments and its 1 class A share to MPBL International on 12 June 2007 and when MPBL International transferred its one class A share in MPBL Gaming to MPBL Nominee Three on 13 August 2007.
Lawrence Ho remains the managing director and 10% shareholder of MPBL Gaming.
We also incorporated a direct wholly-owned subsidiary in Hong Kong, Melco PBL Services Limited for the purpose of entering into various administrative contracts, including leases for administrative office space, in Hong Kong.
The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement.
You may surrender your ADSs to the depositary to withdraw the ordinary shares underlying your ADSs.
The depositary will charge you a fee for such an exchange.
We may amend or terminate the deposit agreement for any reason without your consent.
If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.
To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.
” We also encourage you to read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.
Dividend Policy We currently intend to retain all of our earnings to finance the construction and development of our projects and to operate and expand our business and therefore do not intend to declare or pay cash dividends on our shares in the near to medium term.
DTC, and its direct and indirect participants, will maintain records that will show the beneficial interests in the ADSs and facilitate any transfer of beneficial interests.
Listing Our ADSs are listed for quotation on the Nasdaq Global Market.
Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Risk Factors See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in the ADSs.
Nasdaq Global Market Symbol “MPEL” Depositary Deutsche Bank Trust Company Americas.
We intend to use the net proceeds from this offering for any of the following: • project costs related to the construction of the apartment hotel complex at City of Dreams; • funding to our subsidiaries in relation to their development projects and operations, which may include a partial funding of the development and construction of the Macau Peninsula project; and • any other general corporate and working capital requirements.
We have not yet determined all of our anticipated expenditures and therefore cannot estimate the amounts to be used for each of the purposes discussed above.
The amounts and timing of our expenditures will vary depending on the amount of cash generated by our operations, and the rate of progress in our development activities for the City of Dreams project and the acquisition and development of the Macau Peninsula site.
Accordingly, our management will have significant discretion in the allocation of the net proceeds we will receive in this offering.
Pending the use of such proceeds, we intend to place these proceeds in short-term bank deposits or other liquid investments.
Unless the context indicates otherwise, “we,” “us,” “our company” and “MPBL Entertainment” refer to Melco PBL Entertainment Macau Limited, a Cayman Islands exempted company with limited liability, and its predecessor entities and its consolidated subsidiaries; “Melco” refers to Melco International Development Limited, a Hong Kong listed corporation; “PBL” refers to Publishing and Broadcasting Limited, an Australian listed corporation; “MPBL Gaming” refers to our wholly-owned subsidiary, Melco PBL Gaming Macau Limited, a Macau company; and “our subconcession” refers to the Macau gaming subconcession held by MPBL Gaming.
Solely for your convenience, this prospectus contains translations of certain H.
All translations from Hong Kong dollars to U.
All translations from Patacas to U.
We make no representation that the H.
See “Exchange Rate Information.
The selected historical consolidated balance sheet data as of December 31, 2004 have been derived from our audited financial statements not included in this prospectus.
Our audited consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.
For a description of the basis of presentation of these financial statements see note 2 to our audited consolidated financial statements.
The following summary consolidated statement of operations data for the six months ended June 30, 2006 and 2007 and the summary consolidated balance sheet data as of June 30, 2007 have been derived from our unaudited financial statements prepared in accordance with U.
GAAP and included elsewhere in this prospectus.
We have prepared the unaudited information on the same basis as the audited consolidated financial statements, and have included, in our opinion, all adjustments, consisting only of normal and recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements.
You should read the summary consolidated historical financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.
” Our historical results do not necessarily indicate results expected for any future periods.
From June 9, 2004 for Mocha, July 20, 2004 for MPBL COD Developments and November 9, 2004 for MPBL Crown Macau Developments through March 7, 2005, the financial statements reflect the consolidated financial statements of Mocha, MPBL COD Developments and MPBL Crown Macau Developments because they were under common control for this period.
The contributions by Melco of its 80% interest in Mocha, 70% interest in MPBL Crown Macau Developments and 50.
The consolidated financial statements of Mocha for the period from January 1, 2004 to June 8, 2004 have been casino tricks 2020 merkur for the purpose of presenting the financial information of our predecessor.
Mocha is considered our predecessor because we succeeded to substantially all of the business of Mocha and our own operations prior to the succession were insignificant relative to the operations assumed or acquired.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Weighted average number of gaming machines does not include the data from Crown Macau as we believe it may not be indicative of a “steady-state” average, as Crown Macau has only been open since May 12, 2007 and its facilities have only been partially operational through June 30, 2007.
Gaming machine win is the excess of the amount of money deposited by players into the gaming machine over the amount of money paid out of the gaming machine to players.
Prior to MPBL Gaming obtaining its subconcession in September 2006, Mocha Slot provided management services to the Mocha Clubs under service agreements with SJM.
Mocha Slot received 31% of gaming machine win as its net revenue from gaming at the Mocha Clubs, while SJM retained 31% of gaming machine win, and Macau taxes and other government dues accounted for the remaining 38%.
Since our subconcession was granted and these service agreements were terminated with effect from September 21, 2006, we now reflect all the gaming machine win as our net revenue from gaming at the Mocha Clubs, but we are subject to Macau taxes and other government dues currently totaling 39% of gaming machine win.
Average daily net win per machine does not include the data from Crown Macau as we believe it may not be indicative of a “steady-state” average, as Crown Macau has only been open since May 12, 2007 and its facilities have only been partially operational through June 30, 2007.
Subsequent to the opening of Crown Macau in May 2007, our management used Adjusted EBITDA of Mocha Slot and Crown Macau to measure their operating performance as they are the two primary operating businesses of the Company.
Subsequently in September 2007, the final maturity date was extended to May 2009.
You should carefully consider the risks described below before you decide to buy the ADSs.
In particular, as we are a non-U.
If any of the following risks actually occurs, our business, prospects, financial condition and results of operations would likely suffer, the trading price of the ADSs could decline and you could lose all or part of your investment.
Risks Relating to Our Early Stage of Development We are in an early stage of development of our business and properties, and so we are subject to significant risks and uncertainties.
Our limited operating history may not serve as an adequate basis to judge our future operating results and prospects.
In significant respects we remain in a developmental phase of our business and there is limited historical information available about our company upon which you can base your evaluation of our business and prospects.
In particular, we only recently opened Crown Macau and are still in the process of constructing City of Dreams.
The Macau Peninsula project is at an even more preliminary stage of development, and we have not completed the acquisition of the site.
The Mocha Club business, which we acquired in 2005, did not commence operations until 2003.
MPBL Gaming only recently acquired its subconcession and previously did not have any direct experience operating casinos in Macau.
As a result, you should consider our business and prospects in light of the risks, expenses and challenges that we will face as an early-stage company seeking to develop and operate major new development projects and gaming businesses in a rapidly growing and intensely competitive market.
Among other things, we are still in the process of: • obtaining the financing for the apartment hotel complex in the City of Dreams project; • completing the construction contracts for the City of Dreams project; • obtaining the formal grant of a land concession from the Macau government for the City of Dreams site on terms that are acceptable to us; • obtaining the approval from the Macau government to increase the developable gross casino (burswood island) agreement act 2020 area of the City of Dreams site; and • acquiring an ownership interest in the company that owns the Macau Peninsula site, which is subject to significant conditions in the control of third parties unrelated to us and the seller and to Macau governmental approvals, and obtaining financing commitments for the acquisition and development of the Macau Peninsula project.
We have encountered and will continue to read article risks and difficulties frequently experienced by early-stage companies, and those risks and difficulties may be heightened in a rapidly developing market such as the gaming market in Macau.
Some of the risks relate to our ability to: • complete our construction projects within their anticipated time schedules and budgets; • obtain a land concession for the City of Dreams project on terms that are acceptable to us; • obtain formal occupancy fort mcdowell casino pow wow 2020 for City of Dreams; • identify suitable locations and enter into new lease agreements for new Mocha Clubs; • renew lease agreements for existing Mocha Clubs; • attract and retain customers and qualified employees; • operate, support, expand and develop our operations and our facilities; 17 • maintain effective control of our operating costs and expenses; • raise additional capital, as required; • fulfill conditions precedent to draw down funds from current and future credit facilities; • develop and maintain internal personnel, systems and procedures to assure compliance with the extensive regulatory requirements applicable to the gaming business as well as regulatory compliance as a public company; • respond to changes in our regulatory environment; and • respond to competitive market conditions.
If we are unable to complete any of these tasks, we may be unable to complete those of our projects that are currently under development and operate our businesses in the manner we contemplate and generate revenues from such projects in the amounts and by the times we anticipate.
We may also be unable to meet the conditions to draw on our existing financing facilities in order to fund our development, construction and acquisition activities or may suffer a default under our financing facilities.
If any of these events were to occur, it would cause a material adverse effect on our business and prospects, financial condition, results of operation and cash flows.
We could encounter problems that substantially increase the costs to develop our projects and delay or prevent the opening of one or more of our projects.
The budget estimated for the City of Dreams project is based on preliminary projections and budgets, conceptual design documents and schedule estimates that we have prepared with the assistance of our architects and contractors and are subject to change as the plans and design documents are finalized.
We expect to revise our estimated project costs as we firm up our design plans and hire architects and contractors for this project.
In addition, we cannot provide you any assurances that we will be successful in completing the acquisition of the Macau Peninsula site, given the conditions that are beyond our control.
All our projects are subject to significant development and construction risks, which could have a material adverse impact on our project timetables and costs and our ability to complete the projects.
These risks include the following: • changes to plans and specifications; • engineering problems, including defective plans and specifications; • shortages of, and price increases in, energy, materials and skilled and unskilled labor, and inflation in key supply markets; • delays in obtaining or inability to obtain necessary permits, licenses and approvals; • changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; • labor disputes or work stoppages; • disputes with and defaults by contractors and subcontractors; 18 • environmental, health and safety issues, including site accidents; • weather interferences or delays; • fires, typhoons and other natural disasters; • geological, construction, excavation, regulatory and equipment problems; and • other unanticipated circumstances or cost increases.
The occurrence of any of these development and construction risks could increase the total costs, delay or prevent the construction or opening or otherwise affect the design and features of our projects that are under development, which could materially adversely affect our results of operations and financial condition.
For example, primarily as a result of changes and improvements in the designs for Crown Macau, our construction costs increased and we negotiated with the general contractor, Paul Y.
Construction Company Limited, or Paul Y.
We cannot guarantee that our construction costs or total project costs for our other projects will not also increase.
Costs of key construction inputs are increasing in Macau and we believe they are likely to continue to increase during the construction periods of our projects, primarily due to the significant increase in building activity in Macau.
Our contractors may not be able to secure lower cost labor and other inputs from mainland China on a timely basis and in an adequate amount, as they will need to obtain required licenses from the Macau government to do so.
The application for such licenses, if granted at all, may take several weeks or months.
Continuing increases in input costs of construction in Macau will increase the risk that contractors will fail to here under their contracts on time, within budget, or at all, and could increase the costs of any new contracts that we may enter into for the City of Dreams and the Macau Peninsula projects.
We may be required to incur significant additional indebtedness or sell convertible bonds, ADSs or other equity or equity-linked securities.
Our ability to obtain additional financing may be limited, which could delay or prevent the opening of one or more of our projects.
If delays and cost overruns were significant, the additional funding we would require could be substantial.
The raising of additional debt funding by us, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations.
The sale of additional equity securities could result in additional dilution to our shareholders.
Our ability to obtain required capital on acceptable terms is subject to a variety of uncertainties, including: • limitations on our ability to incur additional debt, including as a result of prospective lenders’ evaluations of our creditworthiness and pursuant to restrictions on incurrence of debt in our existing and anticipated credit facilities, which currently prohibits MPBL Gaming and our other subsidiaries from incurring additional indebtedness with only limited exceptions, and the fact that our senior creditors have pledges over our operating assets, including Crown Macau and Mocha Clubs; 19 • limitations on our ability to raise capital from the credit markets, especially if the current turmoil in the credit markets originating from the negative conditions in the U.
Without necessary capital, we may not be able to: • complete the development of our existing projects or acquire and develop new projects; • pay the land premium for our sites; • acquire necessary rights, assets or businesses; • expand our operations in Macau; • hire, train and retain employees; • market our programs, services and products; or • respond to competitive pressures or unanticipated funding requirements.
We cannot assure you that the necessary financing will be available in the future in the amounts or on terms acceptable to us, or at all.
If we fail to raise additional funds in such amounts and at such times as we may need, we may be forced to reduce our expenditures and growth to a level that can be supported by our cash flow and delay the development of our projects, which may result in our inability to meet drawing conditions under our loan facilities or default and exercise of remedies by the lenders under our loan facilities, whose loans we expect to be secured by liens on substantially all the shares and assets of our subsidiaries.
In that event, we would be unable to complete our projects under construction and could suffer a partial or complete loss of our investments in our projects.
Servicing the debt of our subsidiaries requires a significant amount of cash, and our subsidiaries may not generate a sufficient level of cash flow from their businesses to make scheduled payments on their debt.
Our subsidiariesÂ’ ability to make scheduled payments of the principal of, to pay interest on or to refinance their indebtedness depends on our subsidiariesÂ’ future performance, which is subject to certain economic, financial, competitive and other factors beyond our control.
Our subsidiaries may not generate cash flow from 20 operations in the future sufficient to service their debt and make necessary capital expenditures.
If they are unable to generate such cash flow, our subsidiaries may be required to adopt one or more alternatives, such as selling assets, restructuring debt, incurring additional indebtedness or obtaining additional equity capital on terms that may be onerous or highly dilutive.
For example, we are currently using our City of Dreams Project Facility to service some portion of our periodic debt obligations.
Our subsidiariesÂ’ ability to refinance their indebtedness will depend on the financial markets and their financial condition at such time.
Our subsidiaries may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our subsidiariesÂ’ debt obligations and a material adverse effect on the value of our ADSs.
Even if our development projects are completed as planned, they may not be financially successful, which would limit our cash flow and would adversely affect our operations and our ability to repay our debt.
Even if our development projects are completed as planned and new Mocha Clubs are opened, they still may not be financially successful ventures or generate the cash flows that we anticipate.
We may not attract the level of patronage that we are seeking.
If poker fallsview tournaments 2020 casino of our projects does not attract sufficient business, this will limit our cash flow and would adversely affect our operations and our ability to service payments under our loan facilities.
Risks Relating to the Completion and Operation of Our Projects For the City of Dreams project, we are directly negotiating and entering into contracts with all our construction partners and vendors, which may increase the risk of delay and cost overruns.
In contrast to the Crown Macau project in which our general contractor was responsible for negotiating, entering into and managing all contractual relationships with subcontractors and construction vendors, we are directly negotiating and entering into contracts, with the exception of certain contracts that are related to common temporary site services which are entered into and managed by the construction manager, with our construction partners and vendors for the City of Dreams project, with the support of our construction manager.
This approach increases the administrative burden of negotiating, entering into and managing construction contracts, and the risk of construction delays and cost overruns.
If we are ineffective in directly overseeing the contractual relationship with our construction partners and vendors, we may experience delays and increases in construction costs in connection with the City of Dreams project.
Our insurance coverage may not be adequate to cover all losses that we may suffer from our projects.
In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.
If we incur loss or damage for which we are held liable for amounts exceeding the limits of our insurance coverage, or for claims outside the scope of our insurance coverage, our business and results of operations could be materially and adversely affected.
For example, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of conventions or room reservations arising from fear of terrorism, deterioration or corrosion, insect or animal damage and pollution may not be covered under our policies.
As a result, certain acts and events could expose us to significant uninsured losses.
In addition to the damages caused directly by a casualty loss such as fire, natural disasters, acts of war or terrorism, we may suffer a disruption of our business as a result of these events or be subject to claims by third parties who may be injured or harmed.
While we intend to carry business interruption insurance and general liability insurance, such insurance may not be available on commercially reasonable terms, or at all, and, in any event, may not be adequate to cover all losses that may result from such events.
For the construction of City of Dreams, we have obtained insurance policies providing coverage for construction risks that we believe are typically insured in the construction of gaming and hospitality projects in Macau and Hong Kong.
However, this insurance coverage excludes certain types of loss and damage, such as loss or damage from acts of terrorism or liability for death or illness caused by contagious or infectious diseases.
If loss or damage of those types were to occur, we could suffer significant uninsured losses.
The cost of coverage, however, may in the future become so high that we may be unable to obtain the insurance policies we 21 deem necessary for the construction and operation of our projects on commercially practicable terms, or at all, or we may need to reduce our policy limits or agree to certain exclusions from our coverage.
We cannot assure you that any such insurance policies we may obtain will be adequate to protect us from material losses.
Construction at our projects is subject to hazards that may cause personal injury or loss of life, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance.
The construction of large scale properties such as our development projects can be dangerous.
Construction workers at our projects are subject to hazards that may cause personal injury or loss of life, thereby subjecting the contractor and us to liabilities, possible losses, delays in completion of the projects and negative publicity.
In June 2006, a construction worker died after falling from a high floor of Crown Macau during construction which is now completed.
As a result, we stopped construction on the Crown Macau site for several days to allow for safety inspections and investigations.
A floor of Crown Macau also collapsed while under construction, causing injuries to construction workers.
We believe that we and our contractors take safety precautions that are consistent with industry practice, but these safety precautions may not be adequate to prevent serious personal injuries or further loss of life, damage to property or delays.
If further accidents occur during the construction of our projects, we may be subject to delays, including delays imposed by regulators, liabilities and possible losses, which may not be covered by insurance, and our business, prospects and reputation may be materially and adversely affected.
We may encounter all of the risks associated with the development and construction of the Crown Macau project in the development and construction of the City of Dreams and the Macau Peninsula projects.
In connection with the development and construction of Crown Macau, we encountered a number of risks, including risks related to construction delays, budget overruns, construction contract disputes, failure to obtain, or not obtaining in a timely manner, the necessary government concessions, licenses, permits and approvals, among others.
We also experienced increased holding costs as a result of delays.
We are and expect to continue to be exposed to similar risks in the development and construction of City of Dreams, which will be substantially larger and more complex, and the Macau Peninsula project, which is at an early stage of land acquisition and design.
We have not yet entered into all of the definitive contracts necessary for the construction and development of the City of Dreams and the Macau Peninsula projects.
We cannot assure you that we will be able to enter into definitive contracts with contractors with sufficient skill, financial strength and experience on commercially reasonable terms, or at all.
We have not, and may not be able to, obtain guaranteed maximum price or fixed contract price terms on the construction contracts for the City of Dreams project, which could cause us to bear greater risks of cost overruns and construction delays.
If we are unable to enter into satisfactory construction contracts for the City of Dreams project or are unable to closely control the construction costs and timetable for the City of Dreams project, our business, financial condition and prospects may be materially and adversely affected.
We are developing City of Dreams on land for which we have not yet been granted a formal concession by the Macau government on terms acceptable to us.
If we do not obtain a land concession on terms acceptable to us, we could forfeit all or a part of our investment in the site and the design and construction of City of Dreams and would not be able to open and operate that facility as planned.
Land concessions in Macau are issued by the Macau government and generally have a term of 25 years, which is renewable for further consecutive periods of up to 10 years each until December 19, 2049 in accordance with Macau law.
The specific terms are determined in the relevant land concession contracts, and there are common formulas generally used to determine the cost of these land concessions.
On May 10, 2005, we accepted in principle the Macau governmentÂ’s offer of a land concession to MPBL COD Developments consisting of approximately 113,325 square meters 28 acres of land in Cotai for the site of City of Dreams.
However, we do not currently have a definitive timetable for finalizing our negotiations with the Macau government and cannot assure you that we will be able to finalize our negotiations with the Macau government and obtain this land 22 concession on terms that are acceptable to us, or at all.
If we do not obtain a land concession for the City of Dreams site, we would not meet the existing conditions to draw additional sums under the City of Dreams Project Facility and may not be able to complete and operate City of Dreams and we could lose all or a substantial part of our investment in City of Dreams.
If the land concession when granted contains terms unacceptable to us and we are unable to seek amendments to such land concession, we may not be able to complete and operate City of Dreams as planned and we could lose all or a substantial part of our investments in City of Dreams.
The majority of the development and construction costs for hotel and casino projects are typically spent closer to the completion of such projects and we expect that a large portion of our remaining expenditures budgeted for the City of Dreams project, as well as potential additional amounts in excess of the budgeted amounts, will be spent in the months leading up to the expected opening date of City of Dreams.
In addition, our current plans for the City of Dreams project involve obtaining approval from the Macau government for an increase in the developable gross floor area of the City of Dreams site.
There is no guarantee that we will obtain such approval.
Simultaneous planning, design, construction and development of our two major projects may stretch our management time and resources, which could lead to delays, increased costs and other inefficiencies in the development of one or more of our projects.
We expect some portions of the planning, design and construction of the City of Dreams and the Macau Peninsula projects to proceed simultaneously.
Since there is a significant overlap of the planning, design, development and construction periods of these projects involving the need for intensive work on each of the projects, members of our senior management will be involved in planning and developing of both projects at the same time, in addition to overseeing day-to-day operations of the Crown Macau and the Mocha Clubs.
Our management may be unable to devote sufficient time and attention to our development and construction projects, as well as our operating properties, and that may delay the construction or opening of one or both of our projects, cause construction cost overruns or cause the performance of our operating properties to be lower than expected, which could have a material adverse effect on our business, financial condition and results of operations.
We will need to recruit a substantial number of new employees before each of our projects can open and competition may limit our ability to attract qualified management and personnel.
We required extensive operational management and staff to open and operate Crown Macau.
Accordingly, we undertook a major recruiting program before the Crown Macau opening and expect to do machines new for 2020 slot again before each of the City of Dreams and the Macau Peninsula projects opens.
The pool of experienced gaming and other skilled and unskilled personnel in Macau is severely limited.
Many of our new personnel will occupy sensitive positions requiring qualifications sufficient to meet gaming regulatory and other requirements or will be required to possess other skills for which substantial training and experience may be needed.
Moreover, competition to recruit and retain qualified gaming and other personnel is likely to intensify further as competition in the Macau casino hotel market increases.
Other major casino hotels, such as GalaxyWorld, are expected to open in Macau at or around the same time as City of Dreams.
In addition, we are not currently allowed under Macau government policy to hire non-Macau resident dealers and croupiers.
We cannot assure you that we will be able to attract and retain a sufficient number of qualified individuals to operate our projects or that costs to recruit and retain such personnel will not increase.
The loss of the services of any of our senior managers or the inability to attract and retain qualified employees and senior management personnel could have a material adverse effect on our business.
Our contractors may face difficulties in finding sufficient labor at acceptable cost, which could cause delays and increase construction costs of our projects.
The contractors we retain to construct our projects may also face difficulties and competition in finding qualified construction laborers and managers as more projects commence construction in Macau and as substantial construction activity continues in China.
Immigration and labor regulations in Macau may cause our contractors to be unable to obtain sufficient laborers from China to make up any gaps in available labor in Macau and to help reduce costs of construction, which could cause delays and increase construction costs of our projects.
We place substantial reliance on the gaming, project development and hospitality industry experience and knowledge of the Macau market possessed by members of our senior management team, including our Co-Chairman and Chief Executive Officer, Mr.
The loss of the services of one or more of these members of our senior management team could hinder our ability to effectively manage our business and implement our growth and development strategies.
Finding suitable replacements for Mr.
Lawrence Ho or other members of our senior management could be difficult, and competition for personnel of similar experience could be intense in Macau.
We do not currently carry key person insurance on any members of our senior management team.
Because we will depend upon a limited number of properties for a substantial portion of our cash flow, we will be subject to greater risks than a gaming company with more operating properties.
We will be primarily dependent upon Mocha Clubs, Crown Macau, City of Dreams and the Macau Peninsula project for our cash flow.
Given that our operations will be conducted based on a small number of principal properties, we will be subject to greater risks than a gaming company with more operating properties due to our limited diversification of our businesses and sources of revenue.
Risks Relating to Our Operations in the Gaming Industry in Macau Because our operations will face intense competition in Macau and elsewhere in Asia, we may not be able to compete successfully and we may lose or be unable to gain market share.
Our competitors in Macau and elsewhere in Asia include many of the largest gaming, hospitality, leisure and resort companies in the world.
Some of these current and future competitors are significantly larger than us and have significantly larger capital and other resources to support their developments and operations in Macau and elsewhere.
The hotel, resort and casino businesses are highly competitive in Macau and we expect to encounter intense and increasing competition as other developers and operators develop and open new projects in coming years.
Our Macau operations compete with approximately 26 other existing casinos of varying sizes located in Macau as of June 30, 2007.
In addition, we expect competition to increase in the near future from local and foreign casino operators who are developing numerous hotel and casino projects in Macau.
By the time our City of Dreams project is ready for opening, we expect several new casinos to be in operation, including the MGM and other hotels in Cotai.
SJM is one of the three concessionaires in Macau and operates 18 casinos.
SJM is controlled by Dr.
Stanley Ho, who through SJM and, its parent entity STDM, controlled the monopoly concession on gaming operations in Macau from 1962 to 2002.
Stanley Ho is the father of Mr.
Lawrence Ho, our Co-Chairman and Chief Executive Officer.
Stanley Ho was a director and the chairman of Melco until he resigned from those positions in March 2006.
Stanley Ho remains a shareholder of Melco, and we believe that, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, he was deemed to beneficially own approximately 1.
In February 2007, SJM opened the Grand Lisboa, a resort next to the Hotel Lisboa, one of our main competitors in Macau gaming.
It also announced the construction of Oceanus, a new casino complex near the Macau Ferry Terminal.
Las Vegas Sands opened the Sands Macao in May 2004 and, in August 2007, opened the Venetian Macao Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of their Las Vegas property.
Galaxy operates five casinos and is currently building GalaxyWorld in Cotai.
Wynn Macau opened the Wynn Macau casino hotel project in September 2006 and has announced plans 24 to build up to three resorts in Cotai.
The joint venture between MGM-Mirage and Ms.
Stanley HoÂ’s daughter and the sister of Mr.
Lawrence Ho, is building the MGM Grand Macau, a resort on the Macau peninsula adjacent to the Wynn Macau which is scheduled to open in late 2007.
Other casinos are expected to be opened by other hotel and entertainment development companies in conjunction with concessionaires who will operate the casino operations.
We also compete to some extent with casinos located in other countries, such as Malaysia, North Korea, South Korea, the Philippines and Cambodia, as well as in Australia, New Zealand and elsewhere in the world, including Las Vegas and Atlantic City.
In addition, certain countries, such as Singapore, have now legalized casino gaming and others may in the future legalize casino gaming, including Japan, Taiwan and Thailand.
Singapore awarded one casino license to Las Vegas Sands and a second casino license to Genting International Bhd.
We also compete with cruise ships operating out of Hong Kong and other areas of Asia that offer gaming.
The proliferation of gaming venues in Southeast Asia could significantly and adversely affect our financial condition, results of operations or cash flows.
Our regional competitors also include PBLÂ’s Crown Casino Melbourne and Burswood Casino in Australia and other casino resorts that Melco and PBL may develop elsewhere in Asia outside Macau.
Melco and PBL may develop different interests and strategies for projects in Asia under their joint venture which conflict with the interests of our business in Macau or otherwise compete with us for Asian gaming and leisure customers.
Gaming is a highly regulated industry in Macau and adverse changes or developments in gaming laws or regulations could be difficult to comply with or significantly increase our costs, which could cause our projects to be unsuccessful.
Gaming is a highly regulated industry in Macau.
Current laws, such as licensing requirements, tax rates and other regulatory obligations, including for anti-money laundering, could change or become more stringent resulting in additional regulations being imposed upon the gaming operations in the Crown Macau and the City of Dreams casinos, the Macau Peninsula site and the Mocha Clubs or a further liberalization of competition being introduced in the gaming industry.
Any such adverse developments in the regulation of the gaming industry could be difficult to comply with and significantly increase our costs, which could cause our projects to be unsuccessful.
Current Macau laws and regulations concerning gaming and gaming concessions and matters such as prevention of money laundering are, for the most click, fairly recent and there is little precedent on the interpretation of these laws and regulations.
We believe that our organizational structure and operations are currently in compliance in all material respects with all applicable laws and regulations of Macau, but we are still in the process of building our internal staff, systems and procedures for the operation of our gaming businesses in compliance with gaming regulatory requirements and standards in Macau.
These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue new or modified regulations, that differ from our interpretation, which could have a material adverse effect on our financial condition, results of operations or cash flows.
Our activities in Macau are subject to administrative review and approval by various agencies of the Macau government.
For example, our activities are subject to the administrative review and approval by the Health Department, Labour Bureau, Public Works Bureau, Fire Department, Finance Department and Macau Government Tourism Office.
We cannot assure you that we will be able to obtain all necessary approvals that may materially affect our business and operations.
Macau law permits redress to the courts with respect to administrative actions.
However, such redress is largely untested in relation to gaming regulatory issues.
In addition to complying with MacauÂ’s local requirements and standards, we may conduct our gaming operations in Macau by implementing certain of the policies and procedures followed by PBL in compliance with Australian gaming regulations, modified where necessary to meet MacauÂ’s local requirements and standards.
This may negatively affect our flexibility and our ability to engage in some activities that would otherwise be permissible in Macau and increase the expenses we incur in connection with regulatory compliance.
Under MPBL GamingÂ’s subconcession, the Macau government may terminate the subconcession under certain circumstances without compensation to MPBL Gaming, which would prevent it from operating casino gaming facilities in Macau and could result in defaults under our indebtedness and a partial or complete loss of our investments in our projects.
Under MPBL GamingÂ’s gaming subconcession, the Macau government has the right, after notifying Wynn Macau, to unilaterally terminate the subconcession in the event of non-compliance by MPBL Gaming with its basic obligations under the subconcession and applicable Macau laws.
If such a termination were to occur, MPBL Gaming would be unable to operate casino gaming in Macau.
The following termination events are included in the subconcession contract: • the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession; • abandonment of approved business or suspension of operations of our gaming business in Macau without reasonable grounds for more than seven consecutive days or more than 14 non-consecutive days within one calendar year; • transfer of all or part of MPBL Gaming’s operation in Macau in violation of the relevant laws and administrative regulations governing the operation of games of fortune or chance and other casino games in the Macau SAR and without Macau government approval; • failure to pay taxes, premiums, levies or other amounts payable to the Macau government; • failure to resume operations following the temporary assumption of operations by the Macau government; • repeated opposition to the supervision and inspection by the Macau government and failure to comply with decisions and recommendations of the Macau government, especially those of the DICJ applicable to us; • refusal or failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period; • bankruptcy or insolvency of MPBL Gaming; • fraudulent activity harming the public interest; • serious and repeated violation of the applicable rules for carrying out casino games of chance or games of other forms or damage to the fairness of casino games of chance or games of other forms; • systematic non-compliance with the Macau Gaming Law’s basic obligations; • the grant to any other person of any managing power over the gaming business of MPBL Gaming or the grant of a subconcession or the entering into any agreement to the same effect; or • failure by a controlling shareholder in MPBL Gaming to dispose of its interest in MPBL Gaming, within ninety days, following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in MPBL Gaming.
In many of these instances, the subconcession contract does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macau government to remedy any such violation.
MPBL Gaming has entered into a service agreement with New Cotai Entertainment Macau Limited, or New Cotai Entertainment, and New Cotai Entertainment, LLC pursuant to which MPBL Gaming will operate the casino premises in its hotel casino resorts.
If New Cotai Entertainment, or other parties with whom we may, in the future, enter into similar agreements were to be found unsuitable or were to undertake actions that are inconsistent with MPBL GamingÂ’s subconcession terms and requirements, we could suffer penalties, including the termination of the subconcession.
Based on information from the Macau government, proposed amendments to the legislation with regard to reversion of casino premises are being considered.
We expect that if such amendments take effect, on the expiry or any termination of MPBL GamingÂ’s subconcession, unless MPBL GamingÂ’s subconcession were extended, the portion casinos in vegas 2020 casino premises within our developments to be designated with the approval of the Macau government, including all gaming equipment, would revert to the Macau government automatically without compensation to us.
Until such amendments come into effect, all our casino premises and gaming equipment would revert automatically without compensation to us.
The subconcession contract contains various general covenants, obligations and other provisions as to which the determination of compliance is subjective.
For example, compliance with general and special duties of cooperation, special duties of information, and with obligations foreseen for the execution of our investment plan may be subjective.
We cannot assure you that we will perform such covenants in a way that satisfies the requirements of the Macau government and, accordingly, we will be dependent on our continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations under the subconcession in a manner that would avoid any violations.
Under the subconcession contract, we are required to make a minimum investment in Macau of MOP 4.
We expect to satisfy this requirement through our investments in the Crown Macau and the development of City of Dreams.
If we do not meet the required deadline for completing this minimum investment and other conditions in the subconcession contract, for example, due to delays in construction or the inability to finance the completion of the City of Dreams project, we may lose the right to continue operating our properties developed under the subconcession or suffer the termination of the subconcession by the Macau government.
Under MPBL GamingÂ’s subconcession, the Macau government is allowed to request various changes in the plans and specifications of our Macau properties and to make various other decisions and determinations that may be binding on us.
For example, the Chief Executive of the Macau SAR has the right to require that we increase MPBL GamingÂ’s share capital or that we provide certain deposits or other guarantees source performance with respect to the obligations of our Macau subsidiaries in any amount determined by the Macau government to be necessary.
MPBL Gaming is limited in its ability to raise additional capital by the need to first obtain the approval of the Macau gaming and governmental authorities before raising certain debt or equity.
MPBL GamingÂ’s ability to incur debt or raise equity may also be restricted by our loan facilities.
As a result, we cannot assure you that we will be able to comply with these requirements or any other requirements of the Macau government or with the other requirements and obligations imposed by the subconcession.
Furthermore, pursuant to the subconcession contract, we are obligated to comply not only with the terms of that agreement, but also with laws, regulations, rulings and orders that the Macau government might promulgate in the future.
We cannot assure you that we will be able to comply with any such laws, regulations, rulings or orders or that any such laws, regulations, rulings or orders would not adversely affect our ability to construct or operate our Macau properties.
If any disagreement arises between us and the Macau government regarding the interpretation of, or our compliance with, a provision of the subconcession contract, we will be relying on the consultation and negotiation process with the applicable Macau governmental agency described above.
During any such consultation, however, we will be obligated to comply with the terms of the subconcession contract as interpreted by the Macau government.
We cannot piggs peak casino court case 2020 you that MPBL Gaming would always be able to operate gaming activities in a manner satisfactory to the Macau government.
The loss of its subconcession would prohibit MPBL Gaming from conducting gaming operations in Macau which would have a material adverse effect on our financial condition, results of operations and cash flows and could result in defaults under our indebtedness and a partial or click loss of our investments in our projects.
Currently, there is no precedent on how the Macau government will treat the termination of a concession or subconcession upon the occurrence of any of the circumstances mentioned above.
Some of the laws and regulations summarized above have not yet been applied by the Macau government.
Therefore, the scope and enforcement of the provisions of MacauÂ’s gaming regulatory system cannot be fully assessed at this time.
The Macau government could grant additional rights to conduct gaming in the future, which could significantly increase the already intense competition in Macau and cause us to lose or be unable to gain market share.
MPBL Gaming is one of six companies authorized by the Macau government to operate gaming activities in Macau.
Although the Macau government has agreed under the existing concession agreements that it will not grant any additional concessions before April 2009 and has publicly stated that only one subconcession may be issued under each concession, we cannot assure you that the Macau government will not change its policies to issue additional concessions or subconcessions at any time in the future.
If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or the approval of additional subconcessions, we would face additional competition, which could significantly increase the already intense competition in Macau and cause us to lose or be unable to maintain or gain market share.
MPBL GamingÂ’s subconcession contract expires in 2022 and if we were unable to secure an extension of its subconcession in 2022 or if the Macau government were to exercise its redemption right in 2017, we would be unable to operate casino gaming in Macau.
MPBL GamingÂ’s subconcession contract expires in 2022.
Based on information from the Macau government, proposed amendments to the legislation with regard to reversion of casino premises are being considered.
We expect that if such amendments take effect, on the expiry or any termination of MPBL GamingÂ’s subconcession, unless MPBL GamingÂ’s subconcession were extended, the portion of casino premises within our developments to be designated with the approval of the Macau government, including all gaming equipment, would automatically revert to the Macau government without compensation to us.
Until such amendments come into effect, all our casino premises and gaming equipment would revert automatically without compensation to us.
Under the subconcession contract, beginning in 2017, the Macau government has the right to redeem the subconcession contract by providing us with at least one yearÂ’s prior notice.
In the event the Macau government exercises this redemption right, we would be entitled to fair compensation or indemnity.
The amount of such compensation or indemnity would be determined based on the gross revenue generated by City of Dreams during the tax year immediately prior to the redemption, multiplied by the remaining term of the subconcession.
We would not receive any further compensation including for consideration paid to Wynn Macau for the click />We cannot assure you that MPBL Gaming would be able to renew or extend its subconcession contract on terms favorable to us, or at all.
We also cannot assure you that if MPBL GamingÂ’s subconcession were redeemed, the compensation paid would be adequate to compensate us for the loss of future revenues.
While MPBL Gaming will not initially be required to pay corporate income taxes on income from gaming operations under the subconcession, this tax exemption will expire in 2011, and it may not be extended.
The Macau government has granted to MPBL Gaming the benefit of a corporate tax holiday on gaming income in Macau for the period starting on May 12, 2007, the date the gaming operations began at Crown Macau, and expiring at the end of 2011.
When this tax exemption expires, we cannot assure you that it will be extended beyond the expiration date.
Additionally, under the tax holiday, this entity will also be allowed to double the maximum rates applicable regarding depreciation and reintegration for purposes of assessment of corporate income tax for the same period of time.
We intend to apply for the same tax holiday for Melco PBL COD Hotels Limited, but we cannot assure you that it will be granted by the Macau Government on as favorable terms, or at all.
We extend credit to a portion of our customers, and opinion indiana casino revenue statistics 2020 share may not be able to collect gaming receivables from our credit slot big wins 2020 />We conduct our table gaming activities at our casinos to a limited degree on a credit basis, and expect to continue this practice in the future.
This credit is often unsecured, as is customary in our industry.
High-end patrons typically are extended more credit than patrons who tend to wager lower amounts.
We may not be able to collect all of our gaming receivables from our credit customers.
We expect that we will be able to enforce our gaming receivables only in a limited number of jurisdictions, including Macau.
As most of our gaming customers are visitors from other jurisdictions, we may not have access to a forum in which we will be able to collect all of our gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts.
We may encounter forums that will refuse to enforce such debts, or we may be unable to locate assets in other jurisdictions against which to seek recovery of gaming debts.
The collectibility of receivables from international customers could be negatively affected by future business or economic trends or by significant events in the countries in which these customers reside.
We may also in given cases have to determine whether aggressive enforcement actions against a customer will unduly alienate the customer and cause the customer to cease playing at our casinos.
If we accrue large receivables from the credit extended to our customers, we could suffer a material adverse impact on our operating results if those receivables are deemed uncollectible.
In addition, in the event a patron has been extended credit and has lost back to us the amount borrowed and the receivable from that patron is deemed uncollectible, Macau gaming tax will still be payable on the resulting gaming revenue notwithstanding our uncollectible receivable.
Our business may face a higher level of volatility due to our focus on the VIP and premium mass market segment of the gaming market.
We are currently and expect to be for the next few years heavily dependent on the gaming revenues generated from Crown Macau.
Crown Macau caters primarily to VIP and premium mass market patrons.
The revenues generated from the VIP and premium mass market segment article source the gaming market is acutely volatile primarily due to high bets, and the resulting high winnings and losses.
As a result, our business may be more volatile from quarter to quarter than that of our competitors and may require higher levels of cage cash in reserve to manage our losses.
We depend upon gaming junket operators for a portion of our gaming revenue and if we are unable to establish, maintain and increase the number of successful relationships with junket operators, our ability to attract high-end patrons may be adversely affected.
If we are unable to ensure high standards of probity and integrity in the junket operators with whom we are associated, our reputation may suffer or we may be subject to sanctions, including the loss of MPBL GamingÂ’s subconcession.
Junket operators, who organize tours, or junkets, for high-end patrons to casinos in Macau, are responsible for a portion of our gaming revenues in Macau.
With the rise in gaming in Macau, the competition for relationships with junket operators has increased.
Currently we have agreements in place with approximately 20 junket operators.
In addition, PBL has sales and marketing staff in Thailand, Hong Kong, China, Taiwan, Malaysia, Indonesia, Singapore and Macau devoted to attracting junket business to PBLÂ’s existing casinos, Crown Casino Melbourne and Burswood Casino.
There can be no assurance that we will be able to utilize PBLÂ’s relationships with regional junket operators or enter into additional agreements with other junket operators.
If we are unable to utilize and develop relationships with junket operators, our ability to grow our gaming revenues will be hampered and we will have to seek alternative ways to develop and maintain relationships with high-end patrons, which may not be as profitable as relationships developed through junket operators.
While we endeavor to ensure high standards of probity and integrity in the junket operators with whom we are associated, we cannot assure you that the junket operators with whom we are associated will always maintain the high standards that we plan to require.
If we were to deal with a junket operator whose probity was in doubt, this may be considered by regulators or investors to reflect negatively on our own probity.
If a junket operator falls below our standards, we and our shareholders may suffer harm to our or their reputation, as well as worsened relationships with, and possibly sanctions from, gaming regulators with authority over our operations.
The expected future consolidation of junket operators in the VIP segment of the gaming market could increase commission rates we pay to junket operators, and the overall impact of consolidation on our business is uncertain and could have an adverse impact on our future prospects.
Some market observers believe that it is likely that the junket operators in the VIP segment of the gaming market will experience a significant consolidation, as the leading junket operators are beginning to recognize superior economics and negotiation leverage from operational scale and market aggregation.
If the relatively fragmented junket operators successfully consolidate their operations, they will increase their power to demand and receive significantly higher VIP commissions.
If we become obligated to pay higher commissions to fewer junket operators as the industry consolidates, it could have an adverse effect on our results of operations and the price of our ADSs.
The expected consolidation in the junket operator segment may not occur.
In addition, even if mega-junket operators emerge, they may be associated with our competitors and not us, and we could be required to pay increased rates of commissions without the benefit of increased volumes from a mega-junket relationship.
Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We cannot assure you that anti-money laundering policies that we have implemented, and compliance with applicable anti-money laundering laws, will be effective to prevent our casino operations from being exploited for money laundering purposes.
MacauÂ’s free port, offshore financial services and free movements of capital create an environment whereby MacauÂ’s casinos could be exploited for money laundering purposes.
We have implemented anti-money laundering policies in compliance with all applicable anti-money laundering laws and regulations in Macau.
However, we cannot assure you that any such policies will be effective to prevent our casino operations from being exploited for money laundering purposes.
Any incidents of money laundering, accusations of money laundering or regulatory investigations into possible money laundering activities involving us, our employees, our junket operators or our customers could have a material visit web page impact on our reputation, business, cash flows, financial condition, prospects and results of operations.
See “Gaming Regulations—Anti-Money Laundering Regulations in Macau.
” If Macau’s transportation infrastructure does not adequately support the development of Macau’s gaming and leisure industry, visitation to Macau may not increase as top receivers 2020 fantasy expected, which may cause our projects to be unsuccessful.
Macau consists of a peninsula and two islands and is connected to China by two border crossings.
Macau has an international airport and connections to China and Hong Kong by road, ferry and helicopter.
To support MacauÂ’s planned transformation into a mass-market gaming and leisure destination, the frequency of bus, plane and ferry services to Macau must increase gesetz 2020 casino />In addition, MacauÂ’s internal road system is prone to congestion and must be substantially improved to support projected increases in traffic.
While various projects are under development to improve MacauÂ’s internal and external transportation links, these projects may not be approved, financed or constructed in time to handle the projected increase in demand for transportation or at all, which could impede the expected increase in visitation to Macau and cause our projects to be unsuccessful.
Risks Relating to Our Indebtedness Our current, projected and potential future indebtedness could impair our financial condition, which could further exacerbate the risks associated with our significant leverage.
Our significant indebtedness could have important consequences to you.
For example, it could: • increase our vulnerability to general adverse economic and industry conditions; • impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, acquisitions or general corporate purposes; • require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt will bear interest at variable rates; • cause us to incur additional expenses by hedging interest rate exposures of our debt and exposure to hedging counterparties’ failure to pay under such hedging arrangements, which would reduce the funds available for us for our operations; and • in the event we or one of our subsidiaries were to default, result in the loss of all or a substantial portion of our and our subsidiaries’ assets, over which our lenders have taken or will take security.
We currently do not generate sufficient cash flow to service our existing and projected indebtedness and we may not be able to generate sufficient cash flow to meet our debt service obligations because our ability to generate cash depends on many factors beyond our control.
Our ability to make scheduled payments due on our existing and anticipated debt obligations and to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future.
Our current nouveau en octobre 2020 are insufficient to support the debt service on our current and anticipated debt.
We will require timely completion and generation of operating cash flow from our projects to service our current and future projected indebtedness.
Our ability to obtain cash to service our existing and projected debt is subject to a range of economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control.
If we do not generate sufficient cash flow from operations to satisfy our existing and projected debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital.
We cannot assure you that any refinancing or restructuring would be possible, that any assets could be sold, or, if sold, of the timing of the sales or the amount of proceeds that would be realized from those sales.
We cannot assure you that additional financing could be obtained on acceptable terms, if at all, or would be permitted under the terms of our various debt instruments then in effect.
Our failure to generate sufficient cash flow to satisfy our existing and projected debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations.
The terms of our and our subsidiariesÂ’ indebtedness may restrict our current and future operations and harm our ability to complete our projects and grow our business operations to compete successfully against our competitors.
The City of Dreams Project Facility and associated facility and security documents that MPBL Gaming has entered into also contain a please click for source of restrictive covenants that impose significant operating and financial restrictions on MPBL Gaming, and therefore, effectively on us.
The covenants in the City of Dreams Project Facility restrict or limit, among other things, our and our subsidiaries’ ability to: • incur additional debt, including guarantees; • create security or liens; 31 • dispose of assets; • make certain acquisitions and investments; • pay dividends, including to us, during the construction of the City of Dreams project; • make other restricted payments or apply revenues earned in one part of our operations to fund development costs or operating losses in another part of our operations; • enter into sale and leaseback transactions; • engage in new businesses; • issue preferred stock; and • enter into transactions with shareholders and affiliates.
In addition, the restrictions under the City of Dreams Project Facility contain financial covenants, including requirements that we satisfy certain tests or ratios such as: • maximum capital expenditures test; • minimum interest and debt service coverage ratios; and • a maximum leverage ratio.
These covenants may restrict our ability to operate and restrict our ability to incur additional debt or other financing we may require and impede our growth.
Our failure to comply with the covenants contained in our or our subsidiariesÂ’ indebtedness, including failure as a result of events beyond our control, could result in an event of default that could materially and adversely affect our cash flow, operating results and our financial condition.
If there were an event of default under one of our or our subsidiaries debt facilities, the holders of the debt on which we defaulted could cause all amounts outstanding with respect to that debt to be due and payable immediately.
In addition, any event of default or declaration of acceleration under one debt facility could result in an event of default under one or more of our other debt instruments, with the result that all of our debt would be in default and accelerated.
We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt facilities, either upon maturity or if accelerated upon an event of default, or that we would be able to refinance or restructure the payments on those debt facilities.
Further, if we are unable to repay, refinance or restructure our indebtedness at our subsidiaries that own or operate our properties, the lenders under those debt facilities could proceed against the collateral securing that indebtedness, which will constitute substantially all the assets and shares of our subsidiaries.
In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under those debt instruments.
The value of the collateral may not be sufficient to repay all of our indebtedness, which could result in the loss of your investment as a shareholder.
Risks Relating to Our Business and to Operating in Macau Conducting business in Macau has certain political and economic risks that may lead to significant volatility and have a material adverse effect on our results of operations.
All of our operations are in Macau.
Accordingly, our business development plans, results of operations and financial condition may be materially adversely affected by significant political, social and economic developments in Macau and in China and by changes in government policies or changes in laws and regulations or the interpretations of these laws and regulations.
In particular, our operating results may be adversely affected by: • changes in Macau’s and China’s political, economic and social conditions; • changes in policies of the government or changes in laws and regulations, or the interpretation of these laws and regulations; • changes in foreign exchange regulations; • measures that may be introduced to control inflation, such as interest rate increases; and • changes in the rate or method of taxation.
Tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby adversely affecting our profitability after tax.
Further, certain terms of our gaming subconcession may be subject to renegotiations with the Macau government in the future, including amounts we will be obligated to pay the Macau government in order to continue operations.
MPBL GamingÂ’s obligations to make certain payments to the Macau government under the terms of its subconcession include a fixed annual premium per year and a variable premium depending on the number and type of gaming tables and gaming machines that we operate.
The results of those renegotiations could have a material adverse effect on our results of operations and financial condition.
Former Secretary for Transport and Public Works of Macau, Mr.
Ao Man-Long, was arrested in December 2006 by MacauÂ’s Commission against Corruption on charges involving bribery and irregular financial activities according to the Macau Government Official Statement.
Those detained together with Mr.
Ao are related to local companies to whom several major public works contracts were awarded.
During the investigation, additional individuals related to local Macau companies to whom land had been granted in land exchange procedures were detained and charged.
The investigation is ongoing.
After the arrest and Mr.
AoÂ’s removal from his post as Secretary for Transport and Public Works of Macau, which gave him jurisdiction over all land grants and public works and infrastructure projects in Macau, the Chief Executive of Macau personally assumed such role until Mr.
Lao Sio-Io was appointed the new Secretary for Transport and Public Works in March 2007.
The Macau government has granted us a lease for a plot of land for Crown Macau, and has offered to grant us a lease for the development rights for two adjacent land parcels in Cotai for the City of Dreams site.
However, we have yet to receive either a formal grant of a land concession or an occupancy permit for the City of Dreams site.
We have applied for the revision of the purpose of land use and will apply for approval from the Macau government to increase the developable gross floor area of the City of Dreams site after the site is granted to us.
In addition, the Macau Peninsula project is at an even earlier stage of development, and if we acquire the site we would need to obtain similar land concession modifications and development approvals from the Macau government.
We cannot predict whether Mr.
AoÂ’s removal and prosecution, and any further investigations or prosecutions, will adversely affect the functioning of the Macau Land, Public Works and Transports Bureau, any approvals or land concession grants that are pending before it, or for which applications may be made in the future including with respect to our projectsor will give rise to additional scrutiny or review of any approvals or land concessions, including those for City of Dreams, that were previously approved or granted through this Bureau and the Secretary for Transport and Public Works of Macau.
As we expect a significant number of patrons to come to our properties from China, general economic conditions and policies in China could have a significant impact on our financial prospects.
Any slowdown in economic growth or reversal of ChinaÂ’s current policies of liberalizing restrictions on 2020 in cheapest craps vegas and currency movements could adversely impact the number of visitors from China to our properties in Macau as well as the amounts they are willing to spend in our casinos.
Because we depend upon our properties in one market for all of our cash flow, we will be subject to greater risks than a gaming company that operates in more markets.
We will be primarily dependent upon Mocha Clubs, Crown Macau, City of Dreams and the Macau Peninsula project for our cash flow.
Given that our operations are and will be conducted only at properties in Macau and that any future developments will be in Macau, we will be subject to greater risks than a gaming company with operating properties in several markets.
These risks include: • dependence on the gaming and leisure market in Macau and limited diversification of our businesses and sources of revenue; • a decline in economic, competitive and political conditions in Macau or generally in Asia; • inaccessibility to Macau due to inclement weather, road construction or closure of primary access routes; 33 • a decline in air or ferry passenger traffic to Macau due to higher ticket costs, fears concerning travel or otherwise; • changes in Macau governmental laws and regulations, or interpretations thereof, including gaming laws and regulations; • natural and other disasters, including typhoons, outbreaks of infectious diseases or terrorism, affecting Macau; • that the number of visitors to Macau does not increase at the rate that we have expected; and • a decrease in gaming activities at our properties.
Any of these conditions or events could have a material adverse effect on our business, cash flows, financial condition, results of operations and prospects.
Our gaming operations could be adversely affected by restrictions on the export of the Renminbi and limitations of the Pataca exchange markets.
Gaming operators in Macau are currently prohibited from accepting wagers in Renminbi, the currency of China.
There are currently restrictions on the export of the Renminbi outside of mainland China, including to Macau.
Restrictions on the export of the Renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact our operations.
Our revenues in Macau are denominated in H.
Although currently permitted, we cannot assure you that H.
Also, because the currency market for Patacas is relatively small and undeveloped, our ability to convert large amounts of Patacas into U.
As a result, we may experience difficulty in converting Patacas into U.
Terrorism and the uncertainty of war, economic downturns and other factors affecting discretionary consumer spending and leisure travel may reduce visitation to Macau and harm our operating results.
The strength and profitability of our business depends on consumer demand for casino resorts and leisure travel in general.
Changes in consumer preferences or discretionary consumer spending could harm our business.
Terrorist acts, negative developments in the conflict in Iraq and other events could have a negative impact on international travel and leisure expenditures, including lodging, gaming and tourism.
We cannot predict the extent to which the recent or future terrorist acts may affect us, directly or indirectly, in the future.
In addition to fears of war and future acts of terrorism, other factors affecting discretionary consumer spending, including general economic conditions, amounts of disposable consumer income, fears of recession and lack of consumer confidence in the economy, may negatively impact our business.
Consumer demand for hotel casino resorts and the type of luxury amenities we plan to offer are highly sensitive to downturns in the economy.
An outbreak of the highly pathogenic avian influenza caused by the H5N1 virus “avian flu” or bird flu”Severe Acute Respiratory Syndrome “SARS” or other contagious disease may have an adverse effect on the economies of certain Asian countries and may adversely affect our results of operations.
During 2004, large parts of Asia experienced unprecedented outbreaks of avian flu which, according to a report of the World Health Organization, or WHO, in 2004, placed the world at risk of an influenza pandemic with high mortality and social and economic disruption.
As of October 8, 2007, the WHO has confirmed a total of 202 fatalities in a total number of 330 cases reported to the WHO, which only reports laboratory confirmed 34 cases of avian flu since 2003.
In particular, Guangdong Province, PRC, which is located across the Zhuhai Border from Macau, has confirmed several cases of avian flu.
Currently, no fully effective avian flu vaccines have been developed and there is evidence that the H5N1 virus is evolving so there can be no assurance that an effective vaccine can be discovered in time to protect against the potential avian flu pandemic.
In the first half of 2003, certain countries in Asia experienced an outbreak of SARS, a highly contagious form of atypical pneumonia, which seriously interrupted economic activities and caused the demand for goods and services to plummet in the affected regions.
There can be no assurance that an outbreak of avian flu, SARS or other contagious disease or the measures taken by the governments of affected countries against such potential outbreaks, will not seriously interrupt our gaming operations or visitation to Macau, which may have a material adverse effect on our results of operations.
The perception that an outbreak of avian flu, SARS or other contagious disease may occur again may also have an adverse effect on the economic conditions of countries in Asia.
Macau is susceptible to severe typhoons that may disrupt our operations.
Macau is susceptible to severe typhoons.
Macau consists of a peninsula and two islands off the coast of mainland China.
In the event of a major typhoon or other natural disaster in Macau, our properties and business may be severely disrupted and our results of operations could be adversely affected.
Although we or our operating subsidiaries do carry insurance coverage with respect to these events, our coverage may not be sufficient to fully indemnify us against all direct and indirect costs, including loss of business, that could result from substantial damage to, or partial or complete destruction of, our properties or other damages to the infrastructure or economy of Macau.
Any fluctuation in the value of the H.
Although we will have certain expenses and revenues denominated in Patacas in Macau, our revenues and expenses will be denominated predominantly in Hong Kong dollars and in connection with most of our indebtedness and certain expenses, U.
We expect to incur significant debt denominated in U.
The value of the H.
Although the exchange rate between the H.
Any significant fluctuations in the exchange rates between H.
For example, to the extent that we are required to convert U.
We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.
Risks Relating to Our Corporate Structure and Ownership Our existing shareholders will have a substantial influence over us and their interests in our business may be different than yours.
Melco and PBL together own the substantial majority of our outstanding shares, with each beneficially holding 41.
Melco and PBL have entered into a shareholders deed regarding the voting of their shares of our company under which each will agree to, among other things, vote its shares in favor of three nominees to our board designated by the other.
As a result, Melco and PBL, https://n-club.info/2020/latest-casinos-2020.html they act together, will have the power, among other things, to elect directors to our board, including six of ten directors who are designated nominees of PBL and Melco, appoint and change our management, affect our legal and https://n-club.info/2020/3-blackjack-in-vegas-2020.html structure and our day-to-day operations, approve material mergers, 35 acquisitions, dispositions and other business combinations and approve any other material transactions and financings.
These actions may be taken in many cases without the approval of independent directors or other shareholders and the interests of these shareholders may conflict with your interests as minority shareholders.
If Melco or PBL provides shareholder support to us in the form of shareholder loans or provides credit support by guaranteeing our obligations, they may become our creditors with different interests than shareholders with only equity interests in us.
The concentration of controlling ownership of our shares may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs.
On May 8, 2007, PBL announced its intention to separate into two Australian listed companies.
The PBL separation is subject to shareholder and court approvals.
On July 27, 2007, a variation deed was entered into to provide for the amendment and restatement of the shareholders deed between Melco and PBL in relation to us to contemplate the separation of PBL into separate listed gaming and media companies and the fact that PBL Asia Investments Limited which holds PBLÂ’s interest in MPEL will, on completion of the PBL separation, become a wholly-owned subsidiary of Crown Limited, an entity which will be listed on the Australian Stock Exchange and which will own all of the gaming assets and investments currently owned by PBL.
The effective date of the amended and restated shareholdersÂ’ deed will be such date on which the PBL separation takes effect.
Melco and PBL may pursue additional casino projects in Asia, which, along with their current operations, may compete with our projects in Macau and could divert management time and resources and have adverse consequences to us and the interests of our minority shareholders.
Melco and PBL may take action to construct and operate new gaming projects located in other countries in the Asian region, which, along with their current operations, may compete with our projects in Macau and could have adverse consequences to us and the interests of our minority shareholders.
For example, another joint venture entity of Melco and PBL in which we do not have any interest participated in a consortium that submitted a bid for one of two licenses to operate casinos in Singapore in 2006.
Although the consortium did not win such bid, Melco and PBL may seek other gaming projects in Asia through joint venture entities in which we will not have any interest.
We could face competition from these other gaming projects, including competition for management time and resources.
We also face competition from regional competitors, which include PBLÂ’s Crown Casino Melbourne and Burswood Casino in Australia.
We expect to continue to receive significant support from both Melco and PBL in terms of their local experience, operating skills, international experience and high standards.
Specifically, we have support arrangements with Melco and PBL under which they provide us administrative support and technical expertise in connection with the development of the City of Dreams and the Macau Peninsula projects and the operations of the Crown Macau and the Mocha Clubs businesses.
In addition, PBL has seconded to our subsidiaries several of their key project development personnel to form our core interim project management team and intends to second additional management employees when our development projects are in operation.
Should Melco or PBL decide to focus more attention on casino gaming projects located in other areas of Asia that may be expanding or commencing their gaming industries, or should economic conditions or other factors result in a significant decrease in gaming revenues and number of patrons in Macau, Melco or PBL may make strategic decisions to focus on their other projects rather than us, which could adversely affect our growth.
We cannot guarantee you that Melco and PBL will make strategic and other decisions which do not adversely affect our business.
Business conducted through joint ventures involves certain risks.
We will not hold interests in any gaming and leisure related businesses and properties outside Macau.
As a joint venture controlled by Melco and PBL, there are special risks associated with the possibility that Melco and PBL may: 1 have economic or business interests or goals that are inconsistent with ours or that are inconsistent with each otherÂ’s interests or 36 goals, causing disagreement between them or between them and us which harms our business; 2 have operations and projects elsewhere in Asia that compete with our businesses in Macau and for available resources and management attention within the joint venture group; 3 take actions contrary to our policies or objectives; 4 be unable or unwilling to fulfill their obligations under the relevant joint venture or shareholdersÂ’ agreements; or 5 have financial difficulties.
In addition, there is no assurance that the laws and regulations relating to foreign investment in MelcoÂ’s or PBLÂ’s governing jurisdictions will not be altered in such a manner as to result in a material adverse effect on our business and operating results.
Changes in our share ownership, including a change of control or a change in the amounts or relative percentages of our shares owned by Melco and PBL, could result in our inability to draw loans or events of default under our indebtedness.
The City of Dreams Project Facility includes provisions under which we may be unable to meet the conditions to draw loans or may suffer an event of default upon the occurrence of a change of control with respect to MPBL Gaming, or a decline in the aggregate indirect holdings of MPBL Gaming shares by Melco and PBL below certain thresholds.
These provisions are most restrictive during the time when our projects have not commenced commercial operation.
Any occurrence of these events could be outside our control and could result in defaults and cross-defaults which cause the termination and acceleration of up to all of our credit facilities and potential enforcement of remedies by our lenders, which would have a material adverse effect on our financial condition and results of operations.
We are a holding company and our only material sources of cash are and are expected to be dividends, distributions and payments under shareholder loans from our subsidiaries.
We are a holding company with no material business operations of our own.
Our only significant asset is the capital stock of our subsidiaries.
We conduct virtually all of our business operations through our subsidiaries.
Accordingly, our only material sources of cash are dividends, distributions and payments with respect to our ownership interests in or shareholder loans that we may make to our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.
Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends, distributions or payments under shareholder loans in the future.
In addition, our subsidiariesÂ’ debt instruments and other agreements, including those that we have entered into in connection with the City of Dreams project, limit or prohibit, or are expected to limit or prohibit, certain payments of dividends, other distributions or payments under shareholder loans to us.
PBLÂ’s investment in our company is subject to Australian regulatory review, and if Australian regulators were to find that we, PBL or Melco failed to comply with certain regulatory requirements and standards, then PBL may be required to withdraw from the joint venture.
PBL, through its wholly owned subsidiary, Crown Melbourne Limited, owns and operates the Crown Casino Melbourne in Australia.
Crown Melbourne Limited holds a casino license issued under legislation in the State of Victoria, Australia.
PBL, through its wholly owned subsidiary, Burswood Nominees Limited, owns and operates the Burswood That ept pokerstars 2020 similar in Perth, Australia.
Burswood Nominees Limited holds a casino gaming license issued under legislation in the State of Western Australia, Australia.
The Victorian Commission for Gambling Regulation, or VCGR, has power under the Casino Control Act 1991 Vic to undertake general investigations of a gaming licensee and to report its findings to the Minister for Gaming in Victoria.
Section 28 of the Casino Control Act requires Crown Melbourne Limited to seek the approval of the VCGR for any person who is to become an “associate” of Crown Melbourne Limited.
An “associate” is a person or entity who by shareholding or directorship or managerial position is able to exercise significant influence over the management of the casino.
The VCGR must satisfy itself that the “associate” is a suitable person to be associated with the management of the casino.
PBL has been approved by the VCGR as an “associate” of Crown Melbourne Limited.
Section 28A requires the VCGR to monitor “associates” to ensure that 37 they continue to be suitable to be associated with the holder of a casino license.
To that end the VCGR may investigate any person or entity who has a business association with PBL to determine if the business associate is of good repute and of sound financial resources.
If, as a result of such investigation, the VCGR determines that, by reason of its business association, PBL has ceased to be suitable as an “associate” of Crown Melbourne Limited, then the VCGR can direct PBL to cease the business association or can direct PBL to terminate its “association” with Crown Melbourne Limited.
Similar to the situation in Victoria, the Western Australian Gaming and Wagering Commission, or the WAGWC, has power under the Casino Control Act 1984 WA to undertake general investigations of the holder of the Burswood Nominees Limited license and to report its findings to the Minister for Gaming in Western Australia.
If the WAGWC were to determine that Burswood Nominees Limited had ceased to be a suitable person to hold its license, the WAGWC has powers similar to those of to the VCGR to issue a “show cause” notice and then can either suspend or cancel the Burswood Nominees Limited license.
The WAGWC has similar obligations to the VCGR to approve and monitor “close associates” of Burswood Nominees Limited.
“Close associates” in the Western Australian Act has a substantially similar meaning to “associates” in the Victorian Act, although the Western Australian Act makes no something no deposit bonus casino deutsch 2020 confirm reference to business associates of “close associates” in the same way as the Victorian Act.
PBL has been approved as a “close associate” of Burswood Nominees Limited.
If the WAGWC were to determine that PBL had ceased to be a suitable entity to be such a “close associate”, then the WAGWC could direct PBL to terminate its “close association” with Burswood Nominees Limited.
The VCGR and WAGWC announced in August 2006 that, following the completion of their investigations, they have no objections to PBLÂ’s joint venture with Melco.
However, we cannot assure you that any future investigation by the VCGR or WAGWC would not result in a direction to casino royale 2020 in hindi watch online free terminate the business association between PBL and Melco or to terminate the association between PBL, on the one hand, and Crown Melbourne Limited or Burswood Nominees Limited, on the other hand.
If actions by us or our subsidiaries or by Melco or PBL fail to comply with Australian regulatory requirements and standards, or if there are changes in Australian gaming laws and regulations or the interpretation or enforcement of such laws and regulations, PBL may be required to withdraw from its joint venture with Melco or limit its involvement in one or more aspects of our gaming operations, which could have a material adverse effect on our business, financial condition and results of operations.
Withdrawal by PBL from its joint venture with Melco could cause the failure of conditions to drawing loans under our credit facilities or the occurrence of events of default under our credit facilities or as contemplated by our founders under their joint venture arrangement.
Risks Relating to the ADSs The trading price of our ADSs has been volatile and may continue to be volatile regardless of our operating performance.
The trading price of our ADSs has been and may continue to be subject to wide fluctuations.
The market price for our ADSs may continue to be volatile and subject to wide fluctuations in response to factors including the following: • uncertainties or delays relating to the financing, completion and successful operation of our projects; • developments in the Macau market or other Asian gaming markets, including the announcement or completion of major new projects by our competitors; • regulatory developments affecting us or our competitors; • actual or anticipated fluctuations in our quarterly operating results; 38 • changes in financial estimates by securities research analysts; • changes in the economic performance or market valuations of other gaming and leisure industry companies; • addition or departure of our executive officers and key personnel; • fluctuations in the exchange rates between the U.
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.
These market fluctuations may also have a material adverse effect on the market price of our ADSs.
We currently do not intend to pay dividends, and we cannot assure you that we will make dividend payments in the future.
We may pay dividends to shareholders in the future; however, such payments will depend upon a number of factors, including our results of operations, earnings, capital requirements and surplus, general financial conditions, contractual restrictions and other factors considered relevant by our board of directors.
We currently intend to retain all of our earnings to finance the development and expansion of our business.
Accordingly, we do not intend to declare or pay cash dividends on our ordinary valuable casino pc 2020 amusing in the near to medium term.
Except as permitted under the Companies Law and the common law of the Cayman Islands, we are not permitted to distribute dividends unless we have a profit, realized or unrealized, or a reserve set aside from profits which the directors of our company determine is no longer needed.
We currently have no reserve set aside from profits for the payment of dividends.
We cannot assure you that we will make any dividend payments on our ordinary shares in the future.
Our ability to pay dividends, and our subsidiariesÂ’ ability to pay dividends to us, may be further subject to restrictive covenants contained in the City of Dreams Project Facility, and in other facility agreements governing indebtedness we and our subsidiaries may incur.
For a description of our loan facilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing activities”.
Substantial future sales or perceived sales of our ADSs in the public market could cause the price of our ADSs to decline.
Sales of casino (burswood island) agreement act 2020 ADSs or ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline.
All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act.
All of the ordinary shares beneficially held by Melco and PBL are available for sale, subject to volume and other restrictions, as applicable, under Rule 144 and Rule 701 under the Securities Act and subject to the terms of their shareholdersÂ’ deed.
To the extent these shares are sold into the market, the market price of our ADSs could decline.
We are required to file a registration statement and have it declared effective by January 15, 2008 and keep such registration statement effective in connection with the exchange reel spin casino no deposit bonus codes 2020 such bonds to ADSs.
To the extent that the holders of these bonds exchange them for ADSs, and sell those ADSs into the market, the market price of our ADSs could decline.
In addition, Melco and PBL have the right to cause us to register the sale of their shares under the Securities Act, subject to the terms of their shareholdersÂ’ deed, as do the holders of exchangeable bonds issued by Melco PBL SPV, Limited.
Registration of these shares under the Securities Act would result in these shares becoming freely tradable as ADSs without restriction under the Securities Act immediately upon the effectiveness of the registration.
Sales of these registered shares in the public market could cause the price of our ADSs to decline.
Holders of ADSs have fewer rights than shareholders 2020 schecter fr c blackjack 1 must act through the depositary to exercise those rights.
Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying ordinary shares of the depositary and in accordance with the provisions of the deposit agreement.
Under our amended and restated articles of association, the minimum notice period required to convene a general meeting is seven days.
When a general meeting is convened, you may not receive sufficient notice of a shareholdersÂ’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter.
In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner.
We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs.
Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote.
As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested.
In addition, in your capacity as an ADS holder, you will not be able to call a shareholder meeting.
You may be subject to limitations on transfers of your ADSs.
Your ADSs are transferable on the books of the depositary.
However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties.
In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings and you may not receive cash dividends if it is unlawful or impractical to make them available to you.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities.
However, we cannot make rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available.
Also, under the deposit agreement, the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act.
We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective.
Moreover, we may not be able to establish an exemption from registration under the Securities Act.
Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.
In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and 40 expenses.
You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.
However, the depositary may, at its discretion, decide that it is unlawful, inequitable or impractical to make a distribution available to any holders of ADSs.
For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them.
In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.
We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.
Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law as amended and the common law of the Cayman Islands.
The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.
The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States.
In particular, the Cayman Islands has a less developed body of securities laws than the United States.
In addition, some U.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.
You may have difficulty enforcing judgments obtained against us.
We are a Cayman Islands company and substantially all of our assets are located outside of the United States.
All of our current operations, administrations and corporate functions are conducted in Macau and Hong Kong.
In addition, substantially all of our directors and officers are nationals and residents of countries other than the United States.
A substantial portion of the assets of these persons are located outside the United States.
As a result, it may be difficult for you to effect service of process within the United States upon these persons.
It may also be difficult for you to enforce in Cayman Islands, Macau and Hong Kong courts judgments obtained in U.
In addition, there is uncertainty as to whether the courts of the Cayman Islands, Macau or Hong Kong would recognize or enforce judgments of U.
In addition, it is uncertain whether such Cayman Islands, Macau or Hong Kong courts would be competent to hear original actions brought in the Cayman Islands, Macau or Hong Kong against us or such persons predicated upon the securities laws of the United States or any state.
See “Enforceability of Civil Liabilities.
” We may be treated as a passive foreign investment company, which could result in adverse United States federal income tax consequences to U.
We believe that we were not in 2006, and we do not currently expect to be in 2007, a passive foreign investment company “PFIC” for U.
However, because this determination is made annually at the end of each taxable year and is dependent upon a number of factors, some of which are beyond our control, including the value of our assets and the amount and type of our income, there can be no assurance that we will not become a PFIC or that the Internal Revenue Service will agree with our conclusion 41 regarding our PFIC status.
If we are a PFIC in any year, U.
Holders of the ADSs or ordinary shares could suffer certain adverse United States federal income tax consequences.
See “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.
” In the course of preparing our consolidated financial statements for the year ended December 31, 2006, several deficiencies in our internal control over financial reporting were noted.
If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected.
As a result, investor confidence and the trading price of our ADSs may be adversely impacted.
In December 2006, we completed our initial public offering and became a public company in the United States and are subject to the Sarbanes-Oxley Act of 2002.
Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2007.
In addition, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting.
Our management may conclude that our internal control over financial reporting is not effective.
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still issue a report that is qualified if it is not satisfied with our internal control or the level at which our control is documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Our reporting obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.
Prior to our initial public offering in December 2006, we were a private company with limited resources with which to address our internal controls and procedures.
Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting; however, in connection with the audit of our consolidated financial statements for the year ended December 31, 2006, our independent registered public accounting firm identified four significant deficiencies in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board United States.
The significant deficiencies identified related to i our inadequate accounting resources with a good understanding of US GAAP and SEC reporting requirements, ii our failure to set up a formal policy to effectively address our obligations under the Foreign Corrupt Practices Act “FCPA”iii our failure to establish detailed financial closing and reporting policies and procedures, and iv our reliance on certain manual processes to prepare accounting records and information.
We have implemented a number of measures to address the deficiencies that have been identified, including: i hiring additional accounting personnel with US GAAP and SEC reporting expertise, ii launching a FCPA compliance program, iii initiating formal monthly reporting procedures, and iv implementing additional month end control procedures.
We are working to implement and update measures to ensure internal control compliance, although we cannot assure you that we will be able to achieve this.
The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.
” Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
See “Risk Factors” for a discussion of some risk factors that may affect our business and results of operations.
These risks are not exhaustive.
Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance.
Moreover, because we operate in a heavily regulated and evolving industry, will be highly leveraged, and will be operating in Macau, a market that is experiencing extremely rapid growth and intense competition, new risk factors may emerge from time to time.
It is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business vegascasino deposit bonus codes 2020 the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement.
We have based the forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
These forward-looking statements include, among other things, statements relating to: • growth of the gaming market and visitation in Macau; • the completion of the construction of our City of Dreams project; • the formal grant of a land concession for the City of Dreams site on terms that are acceptable to us; • obtaining approval from the Macau government for an increase in the developable gross floor area of the City of Dreams site; • the formal grant of an occupancy permit for the City of Dreams; • our acquisition and development of the Macau Peninsula site; • the development of Macau Studio City; • construction cost budgets for our development projects; • increased competition and other planned casino hotel and resort projects in Macau and elsewhere in Asia, including in Macau from SJM, Venetian Macau, Wynn Macau, Galaxy and MGM Grand Paradise Limited, a joint venture between MGM-Mirage and Ms.
Pansy Ho; • the completion of infrastructure projects in Macau; • government regulation of the casino industry, including gaming license approvals and the legalization of gaming in other source • our ability to raise additional financing; • the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Macau; • our entering into new development and construction and new ventures; • the liberalization of travel restrictions and convertibility of the Renminbi by China; • fluctuations in occupancy rates and average daily room rates in Macau; 43 • our anticipated growth strategies; and • our future business development, results of operations and financial condition.
The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus.
Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
You should read this prospectus and the documents that we referenced in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.
We intend to use the net proceeds from this offering for any of the following: • project costs related to the apartment hotel complex at City of Dreams; • funding to our subsidiaries in relation to their development projects and operations, which may include a partial funding of the development and construction of the Macau Peninsula project; and • any other general corporate and working capital requirements.
We have not yet determined all of our anticipated expenditures and therefore cannot estimate the amounts to be used for each of the purposes discussed above.
The amounts and timing of our expenditures will vary depending on the amount of cash generated by our operations, the rate of progress in our development activities for City of Dreams, and the acquisition and development of the Macau Peninsula site.
Accordingly, our management will have can new mobile casino sites 2020 something discretion in the allocation of the net proceeds we will receive in this offering.
Pending their use, we intend to place our net proceeds in short-term bank deposits or other liquid investments.
Our ADSs trade under the symbol “MPEL”.
The following table provides the monthly high and low closing price for our ADSs on the Nasdaq Global Market for each of the eleven months since December 2006.
You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.
” 2 Pursuant to agreements entered into in March 2007 between us and each of Melco and PBL, the shareholder loans advanced by each of them to us were converted into term loans.
In September 2007, the final maturity date of these term loans was extended from May 15, 2008 to May 15, 2009.
Dilution results from the fact that the offering price per ADS is substantially in excess of the book value per ADS attributable to the existing holders of our ADSs.
Net tangible book value represents the amount of our total consolidated tangible assets, minus the amount of our total consolidated liabilities.
The pro forma information discussed above is illustrative only.
Our net tangible book value following the completion of this offering is subject to adjustment based on the actual offering price of our ADSs and other terms of this offering determined at pricing.
The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.
We currently intend to retain most, if not all, of our available funds and any future earnings to finance the construction and development of our projects, to pay debt service and to operate and expand our business.
Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders.
Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder.
See “Description of American Depositary Shares.
” Cash dividends on our ordinary shares, if any, will be paid in U.
The debt facilities of our subsidiaries contain, and debt facilities we expect to enter into in the future are also expected to contain, restrictions on payment of dividends to us, which is expected to affect our ability to pay dividends in the foreseeable future.
See “Risk Factors—Risks Relating to the ADSs—We currently do not intend to pay dividends, and we cannot assure you that we will make dividend payments in the future.
” 49 EXCHANGE RATE INFORMATION Although we will have certain expenses and revenues denominated in Patacas, our revenues and expenses will be denominated predominantly in Hong Kong dollars and in connection with a significant portion of our indebtedness and certain expenses, U.
Periodic reports made to shareholders will be expressed in U.
The conversion of Hong Kong dollars into U.
Unless otherwise noted, all translations from Hong Kong dollars to U.
We make no representation that any Hong Kong dollars or U.
The Hong Kong dollar is freely convertible into other currencies including the U.
Since October 7, 1983, the Hong Kong dollar has been officially linked to the U.
The link is supported by an agreement between Hong KongÂ’s three bank note-issuing banks and the Hong Kong government read more to which bank notes issued by such banks are backed by certificates of indebtedness purchased by such banks from the Hong Kong Government Exchange Fund with U.
When bank notes are withdrawn from circulation, the issuing bank surrenders certificates of indebtedness to the Hong Kong Government Exchange Fund and is paid the equivalent amount in U.
Hong KongÂ’s three bank note-issuing banks are The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank and Bank of China Hong Kong Limited.
The following table sets forth the noon buying rate for U.
Monthly averages are calculated using the average of the daily rates during the relevant period.
All translations from Patacas to U.
The Federal Reserve Bank of New York does not certify for custom purposes a noon buying rate for learn more here transfers in Patacas.
However, certain disadvantages accompany incorporation in the Cayman Islands.
These disadvantages include: • the Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and • Cayman Islands companies do not have standing to sue before the federal courts of the United States.
Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.
Substantially all of our current operations are conducted in Macau and Hong Kong, and substantially all of our assets are located in Macau.
A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States.
As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or such persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
We have appointed CT Corporation System as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.
Walkers, our counsel as to Cayman Islands law, and Manuela António Law Office, our counsel as to Macau law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and Macau, respectively, would: • recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or • entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Walkers has further advised us that a judgment obtained in a foreign court will be recognised and enforced in the courts of the Cayman Islands without any re-examination of the merits a at common law, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, where the judgment is final and in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules and which is conclusive, for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations, and which was neither obtained in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or b by statute, by registration in the Grand Court of the Cayman Islands.
The selected historical consolidated balance sheet data as of December 31, 2004 have been derived from our audited financial statements not included in this prospectus.
The following selected consolidated statement of operations data for the six months ended June 30, 2006 and 2007 and the summary consolidated balance sheet data as of June 30, 2007 have been derived from our unaudited financial statements prepared in accordance with U.
GAAP included elsewhere in this prospectus.
We have prepared the unaudited information on the same basis as the audited consolidated financial statements, and please click for source included, in our opinion, all adjustments, consisting only of normal and recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements.
The selected historical consolidated statement of operations data for the period from March 20, 2003 predecessorÂ’s inception to December 31, 2003, and the selected historical consolidated balance sheet data as of December 31, 2003, have been derived from the companyÂ’s unaudited consolidated financial statements not included in this prospectus.
You should read the selected historical consolidated financial data in conjunction with those financial statements and accompanying notes and “Management’s Discussion read article Analysis of Financial Condition and Results of Operations.
” Our historical consolidated financial statements are prepared and presented in accordance with U.
Our historical results do not necessarily indicate our results expected for any future periods.
From June 9, 2004 for Mocha, July 20, 2004 for MPBL COD Developments and November 9, 2004 for MPBL Crown Macau Developments through March 7, 2005, the financial statements reflect the consolidated financial statements of Mocha, MPBL COD Developments and MPBL Crown Macau Developments because they were under common control for this period.
The contributions by Melco of its 80% interest in Mocha, 70% interest in MPBL Crown Macau Developments and 50.
The consolidated financial statements of Mocha for the period from January 1, 2004 to June 8, 2004 have been prepared for the purpose of presenting the financial information of our predecessor.
Mocha is considered as our predecessor because we succeeded to substantially all of the business of Mocha and our own operations prior to the succession were insignificant relative to the operations assumed or acquired.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results and the timing of relevant events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.
Our audited historical consolidated financial statements and audited historical financial statements of Mocha have been prepared in accordance with U.
Overview We are a holding company that, through our subsidiaries, develops, owns and operates casino gaming and entertainment resort facilities focused exclusively on the Macau market.
We are a holding company of the following principal operating subsidiaries: MPBL Gaming, which is the holder of a gaming subconcession in Macau; MPBL Crown Macau Developments; MPBL Hotel Crown Macau, MPBL COD Developments, MPBL COD Hotels, and MPBL Macau Peninsula Developments.
MPBL Crown Macau Developments, developed the Crown Macau, and MPBL Hotel Crown Macau has operated the property since it opened on May 12, 2007.
MPBL COD Developments formerly known as Melco Hotels and Resorts Macau Limitedour subsidiary that is developing the City of Dreams, has had no significant operations to date as the City of Dreams project is still under development and construction.
In addition, other than entering into a conditional agreement to acquire a third development site on the Macau peninsula the completion of which remains subject to significant conditions in the control of third parties unrelated to us and the seller of the siteMacau Peninsula Developments has had no operations to date.
The Mocha Clubs, which are now held by MPBL Gaming and were previously held by our subsidiary Mocha, have had a limited operating history.
Our future operating results are subject to significant business, economic, regulatory and competitive uncertainties and risks, many of which are beyond our control.
See “Risk Factors—Risks Relating to Our Early Stage of Development.
” Existing operations The Mocha Clubs have grown rapidly since the inception of Mocha in March 2003 and MPBL Gaming currently operates seven Mocha Clubs in Macau with an aggregate of approximately 1,100 gaming machines in operation.
Mocha became our subsidiary in March 2005, when Melco transferred to us its 80% interest in Mocha as part of the formation of its joint venture with PBL.
In connection with forming the joint venture between Melco and PBL in March 2005 and in exchange for its ownership interest in us, Melco contributed to MPBL Greater Chinaour 80% owned subsidiary in which Melco held the remaining 20% interestan 80% interest in Mocha, a 50.
In May 2006, we purchased the remaining 20% of Mocha from Dr.
In October 2006, we reorganized our corporate structure after MPBL Gaming obtained the subconcession, the Macau government approved its transfer to us and the business operations and assets of Mocha were transferred to MPBL Gaming.
Crown Learn more here held its grand opening on May 12, 2007 and only became fully operational in July 2007.
Development Projects • City of Dreams.
We began site preparation of City of Dreams in the first quarter of 2006 and we currently target to open the initial phase of the complex before the end of March 2009.
This first phase is expected to include substantial completion of the casino, retail space and two hotels, which are expected to be operated under the Crown Towers and Hard Rock brands.
The first phase of the complex is currently targeted to open before the end of March 2009.
This first phase is expected to include substantial completion of the casino, food and beverage outlets and two hotels, which are expected to be operated under the Crown Towers and Hard Rock brands.
The purpose-built wet stage performance theatre is scheduled for completion by the end of March 2009 with opening night expected before year-end 2009, following four to six months of rehearsals.
The twin-tower hotel under the Grand Hyatt brand with approximately 1,000 rooms and suites is scheduled to open in September 2009.
The approximately 800-unit apartment hotel complex integrated within the City of Dreams footprint is expected to be completed by December 2009 and to be marketed in advance of project completion, subject to compliance with legal and regulatory provisions.
We plan to finance the construction of the apartment hotel complex separately from the rest of the City of Dreams project, including with a portion of the proceeds from this offering.
• Macau Peninsula Site.
In May 2006, we entered into a conditional agreement to acquire a third development site, which is located on the shoreline of the Macau peninsula near the current Macau Ferry Terminal, or Macau Peninsula site.
The Macau Peninsula site is approximately 6,480 square meters approximately 1.
The agreement completion deadline was first extended in January 2007 and again in July 2007 when we negotiated an extension to the conditional agreement in order to benefit from the additional flexibility in the timing of the purchase through July 2008, which is subject to various closing conditions.
Other than the extension of the purchase completion deadline, all other provisions of the agreement remain in force, and there were no fees associated with the extension.
Completion of the purchase remains subject to i significant conditions in the control of third parties unrelated to us and the seller of the property, and ii the approval of the Macau government.
We are currently considering plans to develop the Macau Peninsula site into a mixed-use hotel, serviced apartment and casino facility aimed primarily at day-trip gaming patrons.
If we acquire the site, we are targeting the middle of 2010 as our opening date.
Factors Affecting Our Operating Results Obtaining a gaming subconcession Prior to September 2006, MPBL Gaming did not hold a concession or subconcession to operate gaming activities in Macau.
Therefore, revenue from the Mocha Club operations predominantly comprised fees for services provided to gaming machine lounges, which represented service fees that were based on a percentage of the Mocha ClubsÂ’ gaming machine win.
Under the previous services agreements with SJM, Mocha provided all of the gaming machines at the Mocha Clubs and auxiliary services to SJM and received service fees of 31% link gaming machine win before corporate income tax.
In March 2006, Mocha entered into termination agreements with SJM when PBL entered into its agreement with Wynn Macau to obtain the subconcession.
Pursuant to the termination agreements, Mocha SlotÂ’s services agreements with SJM were terminated on September 21, 2006, after the subconcession was issued to MPBL Gaming.
We now reflect as our net revenue, all see more the gaming machine win at the Mocha Clubs which are subject to Macau taxes and other government dues on gaming revenue currently totalling 39%.
We previously incurred, and will continue to incur, all of the material labor and marketing costs at the Mocha Clubs.
We injected all the business assets of Mocha into MPBL Gaming in October 2006.
The Macau government has granted to MPBL Gaming, a subconcessionaire, the benefit of a corporate tax holiday on gaming income in Macau for the period starting on May 12, 2007, the date gaming operations began at Crown Macau, and expiring at the end of 2011.
After we obtained a controlling interest in MPBL Gaming, the Mocha Club operating assets and business were transferred from Mocha and its subsidiaries to MPBL Gaming to be operated directly by MPBL Gaming as a subconcessionaire.
MPBL Crown Macau Developments has entered into a lease agreement with MPBL Gaming under which MPBL Gaming operates the casinos and other gaming activities at the Crown Macau.
We anticipate that MPBL COD Click the following article will enter into similar arrangements for the City of Dreams and, if built, MPBL Macau Peninsula Developments will enter into similar arrangements for the Macau Peninsula project.
Starting from the fourth quarter of 2006, we have incurred the following related charges as a result of having obtained the subconcession: • Amortization expense of the subconcession.
Gaming and Leisure Market in Macau Our business is and will be influenced most significantly by the growth of the gaming and leisure market in Macau.
Such growth will be affected by visitation to Macau and whether Macau develops into a popular international destination for gaming patrons and other customers of leisure and hospitality services, as well as our ability to compete effectively against our existing and future competitors for market share.
Visitation to Macau Visitation to Macau between 2001 and 2006 increased at a CAGR of 16.
We believe that visitation and gaming revenue growth for the Macau market have been, and will continue to be, driven by a combination of factors, including MacauÂ’s proximity to major Asian population centers; liberalization of restrictions on travel to Macau from China and liberalization of currency restrictions to permit Chinese citizens to take larger sums of foreign currency out of China when they travel; increasing regional wealth, leading to a large and growing middle class in Asia with more disposable income; infrastructure improvements that are expected to facilitate more convenient travel to and within Macau; and an increasing supply of better quality casino, hotel and entertainment offerings in Macau.
At present, there are a total of six licensed gaming operators, including our subsidiary MPBL Gaming, under concessions and subconcessions in Macau.
The existing concessions and subconcessions do not place any limit on the number of gaming facilities that may be operated under each concession or subconcession.
Each of the three concessionaires, SJM, Galaxy and Wynn Macau, as well as a subconcessionnaire, Venetian Macau, have already commenced operating facilities and have announced expansion plans to develop additional casinos in Macau.
For example, SJM and Galaxy currently operate 18 and five casinos, respectively, throughout Macau.
In August 2007, the Venetian Macao opened in Cotai.
In October 2006, Galaxy opened the Galaxy StarWorld hotel and casino resort on the Macau peninsula next to Wynn Resorts Macau.
In September 2006, Wynn Macau opened the Wynn Resorts Macau hotel casino, a resort complex on the Macau peninsula comprising of hotel, entertainment and gaming facilities.
In May 2004, The Venetian Macau opened the Sands Macao on the Macau peninsula, ushering in a new era of Las Vegas-style casinos in Macau.
Most of the gaming facilities scheduled to open in the next several years will be concentrated in Taipa or Cotai.
In particular, Cotai is expected to feature a cluster of new casino resorts that are being designed on a larger scale and in the style of casino resorts located on the Las Vegas Strip.
We expect that the new casino and other entertainment offerings will increase visitation to Macau and expand the Macau gaming market to reach an increasing number of mass market and non-gaming patrons.
We will seek to benefit from this increased visitation to Macau generally as visitors to Macau and other gaming locations often visit multiple casino resorts on the same trip, in particular if they are in close proximity to each other.
Number of gaming machines The operating results of the Mocha Club business are affected principally by the number of gaming machines operated by Mocha and volumes of customer traffic at the Mocha Club locations.
Traffic volumes are affected by factors such as the popularity of the Mocha Clubs and pedestrian traffic flows at the Mocha Club locations.
The average number of gaming machines in the Mocha Clubs has increased from an average of 350 in 2004 to an average of 634 in 2005 and an average of 937 in 2006.
We currently have approximately 1,100 gaming machines in the Mocha Clubs, following the addition of approximately 100 gaming machines from the opening of the seventh Mocha Club.
Gaming machine win is the excess of the amount of money deposited by players into the gaming machine over the amount of money paid out of the gaming machine to players.
Successful completion and operation of our casino resort projects and Mocha Clubs Crown Macau commenced operation on May 12, 2007 and did not generate any revenue prior to that date.
The City of Dreams integrated casino resort complex has not yet commenced commercial operations or generated any revenue.
City of Dreams is targeted to begin revenue-generating operations following the 58 completion of the first phase of the project by the end of the first quarter of 2009.
We also expect to monetize the apartment hotel complex located in City of Dreams subject to fluctuations in the real property market in Macau and the availability of financing.
The acquisition of the Macau Peninsula site has not yet been completed.
We anticipate that the majority of our revenues in the future will be generated from our casino and hotel operations, while we expect revenue from the Mocha Clubs to decrease substantially as a percentage of our overall revenue.
We expect our operating revenues from the casino resorts to be affected primarily by the growth of the Macau gaming and leisure market, the popularity of the casinos, hotels and other entertainment facilities, and the number and net win of the gaming tables and gaming machines.
Prior to September 2006, as MPBL Gaming did not have a concession or subconcession to operate casino gaming and had to rely on service agreements with SJM, our past operating revenues from gaming consisted only of the service fees paid to Mocha Slot representing 31% of gaming machine win generated from the Mocha Clubs.
After MPBL Gaming obtained its subconcession, our net revenues reflect all the gaming revenues generated from the Mocha Clubs and other gaming operations which are subject to taxes and other government dues on gaming revenue currently totalling 39% of gaming machine win.
We expect expenses from gaming operations to consist mainly of labor, commissions paid to junket operators, cost of complimentary allowances provided to high-end patrons and junket operators, property expenses, depreciation of fixed assets and amortization of gaming subconcession, interest expense, marketing and promotion expenses and costs of operating supplies.
In future periods, we expect labor, commissions to junket operators, cost of complimentary allowances provided to high-end patrons, depreciation of construction costs, including capitalized fees and finance costs for construction and amortization of gaming subconcession, to be major costs.
We expect that the hotel operating revenues at our development projects will be affected primarily by the number of rooms to be operated, room rates and occupancy rates, as well as the popularity of our food and beverage outlets at our hotels.
We expect hotel operating expenses to consist mainly of labor, depreciation, marketing and promotion expenses and costs of operating supplies.
MacauÂ’s Real Estate Market Our business is affected by the markets for both commercial including retail and residential real estate in Macau.
Our plan to monetize the apartment hotel complex located in City of Dreams will be subject to fluctuations in the Macau real estate market.
In addition, fluctuations in the real estate market will affect the land premium that we pay if we acquire the Macau Peninsula site.
Overview of Financial Results Revenues Prior to September 2006, our revenues consisted of fees for services provided to gaming machine lounges, food and beverage and, others.
Under Mocha SlotÂ’s previous services agreements with SJM for operation of the Mocha Clubs, Mocha Slot received service fees comprising 31% of gaming machine win.
Taxes and other government dues on gaming revenues totaled 38% of gaming machine win, and SJM retained the remaining 31% of gaming machine win.
In calculating revenues, we deducted from Mocha SlotÂ’s 31% share of gaming machine win revenue, discounts, costs of points from the Mocha loyalty program and accruals for anticipated payouts of progressive slot jackpots.
After the subconcession was granted and these service agreements with SJM were terminated with effect from September 21, 2006, we now reflect as gaming revenue all the gaming machine win at the Mocha Clubs, which we record under the item casino operating revenue, but we are subject to Macau taxes and other government dues currently totaling 39% of gaming machine win.
With Crown Macau opening in May 2007, our revenues in 2007 include table game and gaming machine wins, as well as rooms, food and beverage revenue generated from Crown Macau.
Commission paid to high-end gaming patrons and the retail value of accommodation, food and beverage, and other services furnished to patrons without change, are deducted from gross revenues.
They also consisted of costs of food and beverage, and others, selling and marketing expenses and pre-opening costs.
Subsequent to MPBL Gaming obtaining the subconcession, we record expenses in connection with the amortization of the gaming subconcession and taxes on gaming revenue.
This cost relates to the operations of our Mocha Clubs and our casino at Crown Macau.
Prior to May 2007, this operating cost and expense consisted primarily of salaries and benefits paid to the Mocha Clubs staff, security costs, rent for the Mocha Club locations and operating supplies.
Subsequent to Crown Macau opening, this operating cost and expense now includes Crown Macau casino operations which include costs of providing promotional allowances to patrons and gaming taxes.
General and administrative expenses.
General and administrative expenses consist primarily of salaries and benefits paid to our administrative and finance personnel, cleaning and overhead costs, and general costs associated with our corporate offices, professional services fees and share based compensation.
We expect our total general and administrative expenses to increase as we hire additional personnel for our corporate offices and as we incur costs associated with our obligations as a listed company.
Selling and marketing expenses.
Selling and marketing expenses consist primarily of salaries, benefits and sales commissions for sales personnel, advertising, promotional and other sales and marketing expenses.
Our sales and marketing expenses increased significantly prior to and in connection with the opening of the Crown Macau.
We have also incurred a one-time marketing charge in relation to the Crown Macau opening event.
We have increased and anticipate that we will continue to increase significantly our sales and marketing expenses as we seek to grow the Mocha brand, as the mass market segment of Macau grows, and as competitors move aggressively into the gaming machine market in Macau.
Our total sales and marketing expenses are also expected to increase significantly following the opening of the Crown Macau in May 2007 and as we approach the respective completion dates of the City of Dreams and Macau Peninsula projects and promote these new facilities to our target patrons.
Pre-opening costs relate primarily to training costs and other administrative costs in connection with the opening of the Crown Macau on May 12, 2007 and the first phase of the City of Dreams project targeted to open before the end of March 2009 and to a lesser extent, the opening of a new Mocha Club.
We anticipate that our pre-opening costs will increase as we get closer to the opening dates for our development projects.
We granted restricted shares to certain personnel in December 2006.
These restricted shares have a vesting period ranging from six months to five years.
Of the restricted shares granted in December 2006, 175,400 of the restricted shares were vested as of October 12, 2007 and the grant date fair value is determined with reference to the initial public offering price as adjusted due to the fact that these restricted shares are not entitled to dividends during the vesting period.
Amortization of gaming subconcession.
The cost of the subconcession is amortized on a straight-line basis over the term of the Gaming Subconcession agreement which expires in June 2022.
We began to amortize the asset in October 2006 after MPBL Gaming obtained the subconcession.
Expenses for amortization of land use rights are incurred in connection with the consideration we paid for our interest in MPBL Crown Macau Developments in three stages from November 2004 to July 2005 and the consideration payable by us to the Macau government for the lease of land for the Crown Macau.
After commencing site preparation works for the City of Dreams project in April 2006, we began to amortize the consideration payable by us to the Macau government for the anticipated lease of the City of Dreams site.
Depreciation and amortization expenses have historically consisted of depreciation of gaming machines and other equipment and amortization of leasehold improvements held by Mocha.
In May 2007, we began to depreciate buildings, equipment and leasehold improvement costs associated with Crown Macau as these assets were placed into service.
Impairment loss recognized on slot lounge services agreements.
Impairment loss recognized on slot lounge services agreements represents a one-time charge that we recognized in 2006.
Prior to obtaining the subconcession, we amortized the Mocha Clubs services agreements with SJM over their estimated useful terms of 10 years.
The amortization expense relating to these intangible assets was included in our operating costs and expenses.
In March 2006, Mocha Slot agreed with SJM to terminate the services agreements after obtaining the subconcession.
Interest Income Interest income consists of interest earned on demand deposits and our highly liquid investments which are unrestricted as to withdrawal and use, and which have maturities of three months or less when purchased.
Interest Expense Interest expense consists of interest expenses with respect to advances from affiliated companies and shareholders together with interest expenses in connection with the Subconcession Facility prior to repaying the facility in full with the proceeds of our initial public offering in December 2006.
Income Tax Expense We are incorporated in the Cayman Islands.
Under the current laws of the Cayman Islands, we and our current subsidiaries incorporated in the Cayman Islands, Melco PBL International Limited, MPBL Greater ChinaMelco PBL Holdings Limited, Melco PBL Investments Limited, Melco PBL Nominee One Limited, Melco PBL Nominee Two Limited, and Melco PBL Nominee Three Limited, are not subject to income or capital gains tax.
In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
Our subsidiary, Melco PBL Services Limited which is incorporated in Hong Kong, is subject to Hong Kong profits tax on any profits of MPBL Services arising in or derived from Hong Kong.
MPBL Services was set up for the purpose of entering into various administrative contracts, including leases for administrative office space in Hong Kong.
Our subsidiaries, Melco PBL Services US Limited and Melco PBL Delaware LLC, which are incorporated in the U.
Mocha and MPBL Peninsula are not subject to tax in the British Virgin Islands, where they are incorporated, but are subject to a Macau complementary tax rate of 12% on activities conducted in Macau before the transfer 61 of all of the Mocha Clubs assets and business to MPBL Gaming.
Our remaining subsidiaries are all incorporated in Macau and are subject to a Macau complementary tax of 12% on their activities conducted in Macau.
Having obtained a subconcession, MPBL Gaming has obtained just click for source corporate tax holiday on corporate income tax, or complementary tax but not gaming taxin Macau for a period similar to that of other concession and subconcession holders.
This will exempt us from paying the Macau complementary tax on income from gaming generated by our development projects and Mocha Clubs, but we will remain subject to Macau complementary tax on profits from our non-gaming businesses.
In July 2006, the Financial Accounting Standards Board FASB issued FASB Interpretation No.
FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods in income tax disclosures.
We adopted the provisions of FIN 48 effective January 1, 2007.
We made our assessment of the level of tax authority for each tax position including the potential application of interest and penalties based on the technical merits, and have measured the unrecognized tax benefits associated with the tax positions.
Based on our evaluation, learn more here concluded that there are no significant uncertain tax positions requiring recognition in our financial statements.
We have no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods.
As of June 30, 2007, there were no interest and penalties related to uncertain tax positions being recognized in our consolidated financial statements.
Critical Accounting Policies and Estimates ManagementÂ’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements.
Our consolidated financial statements were prepared in conformity with U.
Certain of our accounting policies require that management apply significant judgment in defining the appropriate assumptions integral to financial estimates.
On an ongoing basis, management evaluates those estimates, including those relating to the estimated lives of depreciable assets, asset impairment, allowances for doubtful accounts, accruals for customer loyalty rewards, business combination and revenue recognition.
Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate.
However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.
Valuation of long-lived assets, including goodwill and purchased intangible assets We review the carrying value of our long-lived assets, including goodwill and purchased intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
We assess the recoverability of the carrying value of long-lived assets, other than goodwill and purchased intangible assets with indefinite useful lives, by first grouping our long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows largely independent of the cash flows of other assets and liabilities the asset group and, secondly, estimating the undiscounted future cash flows that are directly associated with and expected to arise from the use of and eventual disposition of such asset group.
We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group.
If the carrying value of the asset group exceeds the estimated undiscounted cash flows, we record an impairment loss to the extent the carrying value of the long-lived asset exceeds its fair value.
We determine fair value through quoted market prices in active markets or, if quoted market prices are unavailable, through the performance of internal analysis of discounted cash flows or external appraisals.
The undiscounted and discounted cash flow analyses are based on a number of estimates and assumptions, including the expected period over which the asset will be utilized, projected future operating results of the asset group, appropriate discount rates and long-term growth rates.
If the carrying value of a reporting unit exceeds its fair value, we would perform the second step in our assessment process and record an impairment loss to earnings to the extent the carrying amount of the reporting unitÂ’s goodwill exceeds its implied fair value.
We estimate the fair value of our reporting units through internal analysis and external valuations, which utilize income and market valuation approaches through the application of capitalized earnings, discounted cash flow and market comparable methods.
These valuation techniques are based on a number of estimates and assumptions, including the projected future operating results of the reporting unit, appropriate discount rates, long-term growth rates and appropriate market comparables.
Our assessments of impairment of long-lived assets, including goodwill and purchased intangible assets, and our periodic review of the remaining useful lives of our long-lived assets are an integral part of our ongoing strategic review of our business and operations.
Therefore, future changes in our strategy and other changes in our operations could impact the projected future operating results that are inherent in our estimates of fair value, resulting in impairments in the future.
Additionally, other changes in the estimates and assumptions, including the discount rate and expected long-term growth rate, which drive the valuation techniques employed to estimate the fair value of long-lived assets and goodwill, could change and, therefore, impact the assessments of asset impairments in the future.
Impairment of long-lived assets other than goodwill We evaluate the recoverability of long-lived assets with finite lives whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is remarkable, planet7 casino no deposit codes 2020 can by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
As of December 31, 2005, based on the results of our assessment, no impairment of long-lived assets, including goodwill and purchased intangible assets was noted.
Business combinations We have made a number of acquisitions and may make strategically important acquisitions in the future.
When recording an acquisition, we allocate the purchase price of the acquired company to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.
We have obtained valuation reports from independent appraisers to assist in determining the fair values of identifiable intangible assets, including acquired gaming machine lounge services agreements and trademarks.
These valuations require us to make significant estimates and assumptions which include future expected cash flows from gaming machine lounges services agreements and trademarks, discount rates, and assumptions regarding the period of https://n-club.info/2020/big-fish-casino-promo-code-november-2020.html the acquired gaming machine lounges, services agreements and trademarks will continue.
Such assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions and estimates.
Share-based compensation Prior to January 2006, we did not issue any share options to our employees, directors and consultants.
In November 2006, we adopted the 2006 Share Incentive Plan and granted restricted shares in December 2006.
Accordingly we record share-based compensation based on the SFAS 123 R grant date fair value requirements.
Significant management judgment is involved in determining the underlying variables.
Of the restricted shares granted in December 2006, 175,400 restricted shares were vested as of October 12, 2007 and the grant date fair value is determined with reference to the initial public offering price as adjusted due to the fact that these restricted shares are not entitled to dividends during the vesting period.
We will estimate the fair bahamas party results poker 2020 of share options granted using the Black-Scholes option pricing formula and a single option award approach.
The fair value would then be amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.
This option-pricing model requires the input of highly subjective assumptions, including the optionÂ’s expected life, estimated forfeitures and the price volatility of the underlying stock.
Changes in the subjective input assumptions may materially affect the fair value estimate.
In managementÂ’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the share options.
Revenue Recognition We recognize revenue at the time persuasive evidence of an arrangement exists, the service is provided or the retail goods are sold, prices are fixed or determinable and collection is reasonably assured.
Prior to termination of the services agreement with SJM, slot lounge gaming revenue was recognized on an accrual basis in accordance with the contractual terms of the respective service agreement.
Such revenue was calculated based on a pre-determined rate, as stipulated in the respective service agreement, of the gaming revenue from the gaming machines, which is the difference between gaming wins and losses less the accruals for the anticipated payouts of progressive slot jackpots.
Following termination please click for source the services agreement with SJM, the Company, through its wholly-owned subsidiary MPBL Gaming, generates slot lounge gaming revenue under the gaming subconcession.
Slot lounge gaming revenue is measured as the aggregate net difference between gaming wins and losses less the accruals for the anticipated payouts of progressive slot jackpots.
Other casino revenue is measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customersÂ’ possession.
Rooms, food and beverage, entertainment, retail and other revenues are recognized when services are provided.
Revenues are recognized net of certain sales incentives in accordance with the Emerging Issues Task Force “EITF” consensus on Issue 01-9, “Accounting for Consideration Given by a Vendor to a Customer Including a Reseller of the Vendor’s Products.
” EITF 01-9 requires that sales incentives be recorded as a reduction of revenue; consequently, the Company’s casino revenues are reduced by discounts, commission and points earned in customer loyalty programs, such as the player’s club loyalty program.
The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenue and then deducted as promotional allowances.
The cost of providing such promotional allowances was included in the casino operating expenses.
Accounts receivable and credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable.
The Company issues credit in the form of “markers” to approved casino customers following investigations of creditworthiness.
Accounts receivable, including casino receivables, is typically non-interest bearing and are initially recorded at cost.
Accounts are written off when management deems them to be uncollectible.
Recoveries of accounts previously written off are recorded when received.
An estimated allowance for doubtful accounts is maintained to reduce the CompanyÂ’s receivables to their carrying amount, which approximates fair value.
The allowance is estimated based casino (burswood island) agreement act 2020 specific review of customer accounts as well as managementÂ’s experience with collection trends in the casino industry and current economic and business conditions.
MPBL Greater Chinanow a dormant company, was to hold and operate our interests in Greater China on the basis that MelcoÂ’s effective interest would be 60% and PBLÂ’s effective interest would be 40%.
In March 2005, Mocha became one of our subsidiaries when Melco contributed the 80% interest it then owned in Mocha to MPBL Greater China.
Stanley Ho resigned as a director and the chairman of Melco in March 2006, and in May 2006, we acquired the remaining 20% interest in Mocha and repaid in full a shareholdersÂ’ loan from Dr.
Under amendments to their relationship in connection with the obtaining of the subconcession, and the transfer of control of MPBL Gaming to us, Melco and PBL have agreed that their interests throughout their agreed territory, including in Macau through our Company, are held in equal proportions by each of them, which resulted in the corporate reorganization in October 2006 as described at “Prospectus Summary—Corporate Structure”.
As of December 31, 2004, Melco owned 80% of Mocha, 50% of MPBL Crown Macau Developments and 100% of MPBL COD Developments.
On March 8, 2005, Melco, in exchange for its 50% interest in us, contributed its interest in Mocha, MPBL Crown Macau Developments and MPBL COD Developments to our subsidiary MPBL Greater China.
From June 9, 2004 for Mocha, July 20, 2004 for MPBL COD Developments and November 9, 2004 for MPBL Crown Macau Developments through March 7, 2005, the financial statements reflect the consolidated financial statements of Mocha, MPBL COD Developments and MPBL Crown Macau Developments because they were under common control for this period.
The contributions by Melco of its 80% interest in Mocha, 70% interest in MPBL Crown Macau Developments and does ac casino no deposit 2020 apologise />As of December 31, 2005, we held an 80% interest in MPBL Greater Chinawhich in turn held an 80% interest in Mocha and its subsidiaries and a 100% interest in each of MPBL Crown Macau Developments and MPBL COD Developments other than nominal shares owned by other group companies as required under Macau law.
The consolidated financial statements of Mocha for the period from January 1, 2004 to June 8, 2004 have been prepared for the purpose of presenting the financial information of Mocha as our predecessor.
Mocha is considered to be our predecessor as we succeeded to substantially all of the business of Mocha and our own operations prior to the succession were insignificant in comparison to the Mocha operations assumed or acquired.
As of June 8, 2004, Mocha had two wholly owned subsidiaries, Mocha Slot Management Limited and Mocha Cafe Limited.
PBL Asia Investments Limited, which is owned by PBL, formed MPBL Gaming to hold the subconcession.
After MPBL Gaming obtained the subconcession and we obtained Macau governmental approval for our taking control of MPBL Gaming, effective control of MPBL Gaming was transferred to us through a series of steps involving the restructuring of the capital stock and conversion of subordinated debt of MPBL Gaming.
The existing shares of MPBL Gaming held by PBL Asia Limited were converted into Class A shares representing 18% of the voting power over the outstanding shares of MPBL Gaming.
Class A shares representing 10% of the voting power of the outstanding shares of MPBL Gaming were also issued to the Managing Director of MPBL Gaming, who is a Macau resident as required under Macau law, upon the subconcession being issued.
The Class A shares are entitled to an aggregate of MOP1 in dividends and MOP1 in proceeds of any winding up or liquidation of MPBL Gaming.
Pursuant to the same agreement between Melco and PBL, Melco and PBL also agreed to adjust their existing ownership interests in our company from 60% held by Melco 40% via its interests in our company and 20% via its interest in MPBL Greater China and 40% held by PBL to be 50% owned each by Melco and PBL.
Melco also contributed its 20% interest in MPBL Greater China to our company.
In October 2006, the 20% interest in MPBL Greater China held by Melco was re-classified as non-voting shares, which we later acquired through our wholly-owned subsidiary MPBL International.
We accounted for this acquisition using the purchase method.
In addition, we acquired all the outstanding Class B shares of MPBL Gaming after the subconcession was granted to MPBL Gaming and the acquisition was approved by the Macau government.
We accounted for this acquisition at the fair values of the underlying assets acquired and liabilities assumed including the subconcession, loan drawn down from the Subconcession Facility, working capital loans due to PBL and Melco subsequently converted into equitycash and cash equivalents and other net liabilities.


Casino in Perth Australia


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provisions of the Financial Management Act 2006. Barry A. the Casino (Burswood Island) Agreement · Act 1985... Term expires July 2020.


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