Web Proof Information Pack of MGM
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Web Proof Information Pack, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Web Proof Information Pack. Web Proof Information Pack of MGM CHINA HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) WARNING The Web Proof Information Pack is being published as required by The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission solely for the purpose of providing information to the public in Hong Kong. This Web Proof Information Pack is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this Web Proof Information Pack, you acknowledge, accept and agree with MGM China Holdings Limited (the “Company”), any of its affiliates, sponsors and advisers and members of the underwriting syndicate that: (a) this Web Proof Information Pack is only for the purpose of providing information and facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this Web Proof Information Pack; (b) the posting of this Web Proof Information Pack or any supplemental, revised or replacement pages on the website of Hong Kong Exchanges and Clearing Limited does not give rise to any obligation of the Company, its affiliates, sponsors and advisers or members of the underwriting syndicate to proceed with any offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with any offering; (c) the contents of this Web Proof Information Pack or any supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual prospectus; (d) this Web Proof Information Pack is in draft form and may be changed, updated or revised by the Company from time to time and the changes, updates and/or revisions could be material, but neither the Company nor any of its affiliates, sponsors and advisors and members of the underwriting syndicate is under any obligation, legal or otherwise, to update any information contained in this Web Proof Information Pack; (e) this Web Proof Information Pack does not constitute a prospectus, notice, circular, brochure, advertisement or other document offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite or solicit offers by the public to subscribe for or purchase any securities; (f) this Web Proof Information Pack must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, sponsors and advisers and members of the underwriting syndicate is offering, or its soliciting offers to buy, any securities in any jurisdiction through the publication of this Web Proof Information Pack; (h) neither this Web Proof Information Pack nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsors and advisers and members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Web Proof Information Pack; (j) each of the Company, any of its affiliates, sponsors and advisers and members of the underwriting syndicate expressly disclaims any and all liabilities on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this Web Proof Information Pack; (k) securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or any state securities laws of the United States, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or any state securities laws of the United Sates. The securities referred to in this Web Proof Information Pack have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States. The Company will not conduct a public offering of securities in the United States. This Web Proof Information Pack is not an offer of securities for sale in the United States. You confirm that you are accessing this Web Proof Information Pack from outside the United States; and (l) as there may be legal restrictions on the distribution of this Web Proof Information Pack or dissemination of any information contained in this Web Proof Information Pack, you agree to inform yourself about and observe any such restrictions applicable to you. THIS WEB PROOF INFORMATION PACK IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES. NEITHER THIS WEB PROOF INFORMATION PACK NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THIS WEB PROOF INFORMATION PACK IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT TO CANADA OR JAPAN. No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a prospectus of the Company registered with the Registrar of the Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to the Company. k SUMMARY k DEFINITIONS k GLOSSARY k RISK FACTORS k FORWARD-LOOKING STATEMENTS k DIRECTORS AND PARTIES INVOLVED k CORPORATE INFORMATION k HISTORY AND CORPORATE STRUCTURE k THE SUBCONCESSION k OUR INDUSTRY k REGULATIONS k U.S. REGULATORY MATTERS k BUSINESS k RELATIONSHIP WITH MGM RESORTS INTERNATIONAL AND PANSY HO k CONNECTED TRANSACTIONS k DIRECTORS, SENIOR MANAGEMENT AND THE EMPLOYEES k FINANCIAL INFORMATION k FUTURE PLANS k APPENDIX IA — ACCOUNTANTS’ REPORT k APPENDIX IB — ACCOUNTANTS’ REPORT — MGM CHINA HOLDINGS k APPENDIX III — PROFIT FORECAST k APPENDIX IV — PROPERTY VALUATION k APPENDIX V — SUMMARY OF THE REVIEW OF ANTI-MONEY LAUNDERING PROCEDURES, SYSTEMS AND CONTROLS k APPENDIX VI — SUMMARY OF THE CONSTITUTION OF OUR COMPANY AND CAYMAN ISLANDS COMPANY LAW k APPENDIX VII — STATUTORY AND GENERAL INFORMATION YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. i THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. SUMMARY OVERVIEW Our subsidiary, MGM Grand Paradise, is one of the leading casino gaming resort developers, owners and operators in the greater China region and holds one of the six gaming concessions/ subconcessions in Macau. According to the DICJ, as at December 2010, in terms of revenue, we held an approximate 11.4% market share out of the 33 casinos in Macau. We currently own and operate MGM Macau, a premium integrated casino resort on the Macau Peninsula. In addition, we are also exploring growth opportunities in Cotai, the other key area of casino gaming development in Macau. We have identified a site of approximately 17.8 acres in Cotai and have submitted an application to the Macau Government to obtain the right to lease this parcel of land. We are awaiting approval of this application. We benefit from the complementary expertise of MGM Resorts International and Pansy Ho. After T.J, our controlling shareholder will be MGM Resorts International (with interests in 51% of our issued share capital) and Pansy Ho and her controlled companies will be our substantial shareholder (with interests in 29% of our issued share capital). As a result of the relationship between MGM Resorts International and Pansy Ho in respect of our Company following the completion of T.J and the arrangements in place under the Voting Agreement, MGM Resorts International and Pansy Ho will be considered to be parties acting in concert (as that term is defined in the Takeovers Code) in relation to our Company. For further details on our Group Structure, see the Section headed “History and Corporate Structure” in this document. MGM Resorts International is one of the world’s leading gaming and hospitality companies.