PRIME VENTURE (LABUAN) LIMITED

Transcription

1 PRIME VENTURE (LABUAN) LIMITED (incorporated in the Federal Territory of Labuan, Malaysia with limited liability under the Offshore Companies Act, 1990) US$250,000,000 1% Guaranteed Exchangeable Notes due 2008 exchangeable into ordinary shares of RM0.50 each of Resorts World Bhd (incorporated in Malaysia with limited liability under the Companies Act, 1965) guaranteed by GENTING BERHAD (incorporated in Malaysia with limited liability under the Companies Act, 1965) Issue Price: 100% The 1% Guaranteed Exchangeable Notes due 2008 in the aggregate principal amount of US$250,000,000 (the Notes, which expression shall include the additional Notes (if any) issued in accordance with the option described below) will be issued by Prime Venture (Labuan) Limited (the Issuer ) and will be unconditionally and irrevocably guaranteed (the Guarantee ) by Genting Berhad ( Genting or the Guarantor ). Unless previously exchanged, redeemed, or purchased and cancelled, the Notes will be redeemed on 12 December 2008 at % of their principal amount. The Notes are subject to redemption in whole at the Early Redemption Amount (as defined herein), at the option of the Issuer at any time in the event of certain changes affecting taxation in Labuan or generally in Malaysia. The Notes may also be redeemed at the option of the Issuer at the Early Redemption Amount (i) in whole or in part, at any time after 12 December 2005 to but excluding the Maturity Date (as defined herein) provided that the value of the Exchange Property (as defined herein) on each of 20 consecutive Trading Days, the last day of which occurs not more than five Trading Days immediately prior to the date upon which notice of such redemption is given shall have exceeded 120% of the aggregate principal amount of the Notes outstanding on such Trading Day or (ii) in whole only, at any time if prior to the date on which notice of such redemption is given less than 10% in aggregate principal amount of the Notes originally issued (including any Optional Notes (as defined below)) is outstanding. See Terms and Conditions of the Notes Redemption and Purchase. Holders of the Notes will have the right to require the Issuer to redeem the Notes at the Early Redemption Amount (i) following a Change of Control (as defined herein) of Resorts World Bhd ( Resorts World ) or (ii) in the event that the Shares (as defined herein) cease to be listed or admitted to trading on the Kuala Lumpur Stock Exchange or an Alternative Stock Exchange (as defined herein). The Notes will bear interest from 12 December 2003 at the rate of 1% per annum payable semi-annually in arrear on 12 June and 12 December of each year commencing on 12 June Payments on the Notes will be made in US dollars without deduction for or on account of taxes imposed or levied by Labuan or generally in Malaysia as described under Terms and Conditions of the Notes Taxation. The Notes are exchangeable for ordinary shares of RM0.50 each (the Shares ) of Resorts World during the Exchange Period (as defined herein) as described under Terms and Conditions of the Notes Exchange Right. The Issuer has granted J.P. Morgan Securities Ltd (the Global Coordinator ) an option, which may be exercised by the Global Coordinator in whole or in part, on one or more occasions, solely at the discretion of the Global Coordinator, at any time up to and including the 30th day after the Issue Date (as defined herein) to subscribe for up to an additional US$50,000,000 aggregate principal amount of Notes (the Optional Notes ). See Subscription and Sale. In the event that this option is exercised, the Issuer will provide notice thereof to the Luxembourg Stock Exchange. Application has been made to list the Notes on the Luxembourg Stock Exchange and the Labuan International Financial Exchange (the LFX ). The LFX takes no responsibility for the contents of this document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this document. Investors are advised to read and understand the contents of this document before investing. If in doubt, the investors should consult his or her adviser. See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Notes, beginning on page 22 of this Offering Circular. The Notes and the Shares have not been, and will not be, registered under the United States Securities Act, 1933 (the Securities Act ). The Notes and the Shares are being offered outside the United States by the Managers in accordance with Regulation S under the Securities Act ( Regulation S ), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No approval from the Securities Commission of Malaysia is or will be obtained for the offering of the Notes to residents of Malaysia on the basis that the Notes will be issued and offered exclusively outside Malaysia (except the Federal Territory of Labuan) to Non-Residents of Malaysia (being persons who are not citizens or permanent residents of Malaysia and who do not engage in a trade or business in Malaysia, and includes any offshore company incorporated under the Offshore Companies Act, 1990 (the OCA 1990 ) and any foreign offshore company registered under the OCA 1990). Accordingly, (i) the Notes may only be offered for subscription or sale outside Malaysia (except the Federal Territory of Labuan) to Non-Residents of Malaysia; and (ii) residents of Malaysia are disqualified from subscribing for or purchasing the Notes. The Notes will be in registered form in the denomination of US$10,000 each. The Notes may be held and transferred, and will be offered and sold, in the principal amount of US$10,000 and integral multiples of US$10,000 in excess thereof. The Notes will be represented by a Global Note Certificate (as defined herein) registered in the name of a nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg on or about 12 December 2003 (the Issue Date ). Individual Note Certificates (as defined herein) evidencing holdings of Notes will only be available in certain limited circumstances. See Summary of Provisions relating to the Notes in Global Form. Sole Bookrunner and Global Coordinator Joint Lead Managers Joint Lead Manager and Financial Adviser JPMorgan HSBC Bank Plc CIMB Co-Lead Managers DBS Bank Ltd Maybank International (L) Limited Oversea-Chinese Banking Corporation Limited Offering Circular Dated 5 December 2003

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3 Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer and the Guarantor, its subsidiaries, the Notes and the Shares, which is material in the context of the issue and offering of the Notes and the Shares, that the information contained herein is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts the omission of which would, in the context of the issue and offering of the Notes and the Shares, make this Offering Circular as a whole or any of such information contained herein or the expression of any such opinions or intentions herein misleading in any material respect. Each of the Issuer and the Guarantor accepts responsibility accordingly. Where information contained in this Offering Circular includes extracts from summaries of information and data from public or private sources, each of the Issuer and the Guarantor accepts responsibility for accurately reproducing such summaries and data. Such third party sources are identified where applicable. Information on Star Cruises Limited ( Star Cruises ) contained in this Offering Circular has not been verified by the Issuer or the Guarantor. Neither the Issuer nor the Guarantor has undertaken a due diligence review of the operations and financial condition of Star Cruises. Information with respect to Star Cruises contained in this Offering Circular is based on or has been derived from Star Cruises or information otherwise published or furnished by Star Cruises. Where information contained in this Offering Circular includes extracts or summaries of information and data from private sources (including Star Cruises), each of the Issuer and the Guarantor accepts responsibility for accurately reproducing such summaries and data but accepts no further or other responsibility in respect of such information. Such third party sources are identified in the text, as applicable. None of the Issuer, the Guarantor, their management, employees, the Managers, advisers or other parties takes any responsibility, express or implied, for such information. In addition, none of such parties has taken any steps to verify the accuracy of any of the information relating to Star Cruises included in this Offering Circular and no representation or warranty, express or implied, is made by any such parties as to the accuracy or completeness of such information. Investors are cautioned not to place undue reliance on Star Cruises information contained in this Offering Circular. See Risk Factors Risks relating to the Genting Group s leisure and hospitality business The information on Star Cruises in this Offering Circular has not been verified by Star Cruises. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of any of the Issuer or the Guarantor or the Managers to subscribe for or purchase any of, the Notes or Shares and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by each of the Issuer and the Guarantor and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the Notes and distribution of this Offering Circular, see Subscription and Sale. In particular, the Notes and the Shares have not been and will not be registered under the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, the Notes and the Shares may not be offered or sold in the United States. No approval from the Securities Commission of Malaysia is or will be obtained for the offering of the Notes to residents of Malaysia on the basis that the Notes will be issued and offered exclusively outside Malaysia (except the Federal Territory of Labuan) to Non-Residents of Malaysia (being persons who are not citizens or permanent residents of Malaysia and who do not engage in a trade or business in Malaysia, and includes any offshore company incorporated under the OCA 1990 and any foreign offshore company registered under the OCA 1990). Accordingly, (i) the Notes may only be offered for subscription or sale outside Malaysia (except the Federal Territory of Labuan) to Non-Residents of Malaysia; and (ii) residents of Malaysia are disqualified from subscribing for or purchasing the Notes. i

4 The Managers have not separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained in this Offering Circular or any other information supplied in connection with the Notes or the Shares. Each person receiving this Offering Circular acknowledges that such person has not relied on the Managers nor on any person affiliated with the Managers in connection with its investigation of the accuracy of such information or its investment decision. This Offering Circular is not intended to provide the basis of any credit or other evaluation, nor should it be considered as a recommendation by any of the Issuer or the Guarantor or the Managers that any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Notes should be based upon such independent investigations and consultations with its own tax, legal and business advisers as it deems necessary. See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Notes. No person is authorised in connection with the issue, offering or sale of the Notes to give any information or to make any representation not contained in this Offering Circular and any information or representation not contained herein must not be relied upon as having been authorised by the Issuer and the Guarantor or the Managers. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with the issue of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of any of the Issuer, the Guarantor or its subsidiaries and associated companies since the date hereof or that the information contained herein is correct as at any time subsequent to its date. Payment of principal and interest on the Notes will be made after withholding for or on account of taxes in Labuan and generally in Malaysia, if any, and each of the Issuer and the Guarantor intends to pay additional amounts in respect, of such withholding, if any, to the extent set forth under Terms and Conditions of the Notes Taxation. The Guarantor has prepared the audited consolidated and unconsolidated financial statements as at and for the years ended 31 December 2000, 2001 and 2002 and unaudited consolidated interim financial statements as at and for the six months ended 30 June 2002 and 2003 and as at and for the nine months ended 30 September 2002 and These financial statements were prepared in conformity with generally accepted accounting principles in Malaysia ( Malaysian GAAP ), which differ in certain material aspects from generally accepted accounting principles in the United States ( U.S. GAAP ). See Summary of Principal Differences between Malaysian GAAP and U.S. GAAP. IN CONNECTION WITH THIS OFFERING, TO THE EXTENT PERMITTED BY, AND IN ACCORDANCE WITH, APPLICABLE LAWS AND REGULATIONS, THE GLOBAL COORDINATOR MAY OVER ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON THE GLOBAL COORDINATOR TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. Forward-looking Statements Certain statements under Summary, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, The Genting Group, The Resorts World Group and elsewhere in this Offering Circular constitute forward-looking statements. All statements other than statements of historical facts included in this Offering Circular, including, without limitation, those regarding the financial position of the Genting Group and the Resorts World Group (each as defined herein), business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Genting Group s and the Resorts World Group s activities), are forward-looking statements. ii

5 Some of these statements can be identified by forward-looking terms, such as anticipate, believe, could, estimate, expect, intend, may, plan, will and would or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding the Genting Group s and the Resorts World Group s expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements as to the Genting Group s and the Resorts World Group s business strategy, its revenue and profitability (including, without limitation, any financial or operating projections or forecasts), planned projects and other matters discussed in this Offering Circular that are not historical fact. These forward-looking statements and any other projections contained in this Offering Circular (whether made by Genting or any third party) involve known and unknown risks, uncertainties and other factors which may cause actual results or performance of the Genting Group or the Resorts World Group, or industry results, to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on current beliefs, assumptions, expectations, estimates and projections of the directors and management of Genting regarding the Genting Group s and the Resorts World Group s present and future business strategies and the environment in which the Genting Group or the Resorts World Group will operate in the future. Reliance should not be placed on these forwardlooking statements. These forward-looking statements speak only as at the date of this Offering Circular. Each of the Issuer and the Guarantor expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer s or the Guarantor s expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based. Certain Terms and Conventions Unless indicated otherwise, in this Offering Circular all references to (i) the Issuer are to Prime Venture (Labuan) Limited, (ii) the Guarantor and Genting are to Genting Berhad, (iii) the Genting Group are to the Guarantor and its consolidated subsidiaries, (iv) Resorts World and the Company are to Resorts World Bhd and (v) the Resorts World Group are to Resorts World and its consolidated subsidiaries. All references in this Offering Circular to the Government are to the Government of Malaysia. All references in this Offering Circular to Ringgit, MYR, RM and sen are to the currency of Malaysia, HK$ and HK Dollars are to the currency of the Hong Kong SAR, and references to US dollars, US$, USD and cents are to the currency of the United States of America. Unless otherwise specified, all conversions of RM into US$ were made at the rate of RM3.80 = US$1.00, the rate at which the Ringgit has been pegged to the US dollar since 2 September 1998, as published by Bank Negara Malaysia. Any translation made in this Offering Circular is for the sole purpose of convenience and has not been audited. No representation is made that the Ringgit amounts referred to herein could have been or could be converted into US dollars at any particular rate or at all. Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. iii

6 Table of Contents Page Summary... 1 Risk Factors Use of Proceeds Market Price Information Capitalisation of the Guarantor Capitalisation of Resorts World Capitalisation of the Issuer Exchange Rates Dividends Selected Consolidated Financial and Operating Data Management s Discussion and Analysis of Financial Condition and Results of Operations The Genting Group The Resorts World Group Description of the Issuer Regulation Management of Genting Management of Resorts World Principal Shareholders of Genting Principal Shareholders of Resorts World Terms and Conditions of the Notes Summary of Provisions relating to the Notes in Global Form Description of the Share Capital of Resorts World Malaysian Taxation Subscription and Sale Summary of Significant Differences between Malaysian GAAP and U.S. GAAP General Information Auditors Reports and Financial Statements... F-1 Properties held by the Genting Group and Resorts World Group... C-1 iv

7 Summary The following summary is qualified in its entirety by the remainder of this Offering Circular. Words and expressions defined in the Terms and Conditions of the Notes or elsewhere in this Offering Circular have the same meanings in this summary. The Genting Group Genting is an investment holding and management company. The principal activities of the Genting Group are undertaken primarily in Malaysia and include: leisure, hospitality, gaming and entertainment, which represented 76.0% and 63.3% of total Genting Group revenues in 2002 and the first half of 2003, respectively; manufacturing and trading in paper and packaging products, which represented 11.0% and 10.9% of total Genting Group revenues in 2002 and the first half of 2003, respectively; generation and supply of electric power, which represented 8.8% of total Genting Group revenues in the first half of 2003, and which was, prior to the acquisition by the Genting Group of a controlling interest in Genting Sanyen Power Sdn Bhd ( GSP ) in March 2003, and its subsequent consolidation into the accounts of the Genting Group, carried on by GSP as an associate company; plantations, which represented 7.3% and 8.6% of total Genting Group revenues in 2002 and the first half of 2003, respectively; property development and management activities, which represented 1.6% and 5.1% of total Genting Group revenues in 2002 and the first half of 2003, respectively; and oil and gas exploration activities, which represented 1.5% and 1.3% of total Genting Group revenues in 2002 and the first half of 2003, respectively. The Genting Group had total revenues of RM3,534.7 million (US$930.2 million) in 2002 and RM1,997.7 million (US$525.7 million) in the first half of Its total profit from operations was RM1,389.8 million (US$365.8 million) in 2002 and RM731.7 million (US$192.6 million) in the first half of The Genting Group had total assets of RM11,445.8 million (US$3,012.1 million) and RM12,816.7 million (US$3,372.8 million) as at 31 December 2002 and 30 June 2003, respectively. As required by the rules of the Kuala Lumpur Stock Exchange ( KLSE ) and in accordance with previous practice, Genting announced unaudited interim financial information as at and for the nine months ended 30 September 2002 and This financial information was published on 20 November 2003 and, in accordance with previous practice, was not audited nor subject to review by the auditors of Genting. The Genting Group had total revenues of RM3,082.2 million (US$811.1 million) in the first nine months of Its total profit from operations was RM1,179.4 million (US$310.4 million) in the first nine months of The Genting Group had total assets of RM13,098.6 million (US$3,447.0 million) as at 30 September See Management s Discussion and Analysis of Financial Condition and Results of Operations Recent Developments. Genting is one of the largest listed companies in Malaysia with a market capitalisation of RM11,973.8 million (US$3,151.0 million) as at 21 November Its shares have been listed on the Main Board of the KLSE since Genting s registered office is located at 24th Floor, Wisma Genting, Jalan Sultan Ismail, Kuala Lumpur, Malaysia. 1

8 The Genting Group s organisational structure as at 30 September 2003, including its principal subsidiaries and associate companies, is set forth below: Leisure and hospitality The Genting Group s leisure, hospitality, gaming and entertainment operations are undertaken through the Resorts World Group. Its principal operations consist of Resorts World s Genting Highlands Resort (the Resort ) in Malaysia, an integrated family leisure and entertainment resort with total capacity of approximately 6,600 hotel rooms and which attracted approximately 15.4 million visitors in The principal feature of the Resort is the only licensed land-based casino in Malaysia. The substantial majority of the Genting Group s revenues from its leisure, hospitality, gaming and entertainment business is derived from its casino operations. See The Resorts World Group for a description of the Genting Group s leisure, hospitality, gaming and entertainment operations. Paper and packaging activities The Genting Group is the largest paper and packaging products manufacturer in Malaysia in terms of tonnes sold. Its paper and packaging operations consist principally of two paper mills with a combined total production capacity of approximately 265,000 tonnes per year and two box plants with a total production capacity of approximately 140,000 tonnes per year. Power generation and supply The Genting Group s power generation and supply operations consist of a 720MW gas fired combined cycle power plant located at the Genting Sanyen Industrial Complex in Selangor, Malaysia. The plant generates and supplies electricity to Tenaga Nasional Berhad ( TNB ), Malaysia s only electricity transmission utility, under a 21-year power purchase agreement ( PPA ) expiring in TNB is a company listed on the Main Board of the KLSE whose principal shareholder is the Government. Petroliam Nasional Berhad ( Petronas ), whose principal shareholder is also the Government, supplies gas to the plant under a 21- year gas purchase agreement ( GPA ) expiring in

9 In September 2003, Genting announced that it was interested in acquiring up to 50% of Loy Yang A power station in the state of Victoria, Australia and was seeking to assemble a consortium to acquire 100% of Loy Yang A. Loy Yang A is Australia s third largest electricity power company. No negotiations have commenced with the vendors of Loy Yang A yet as an exclusive arrangement between a consortium of interested buyers and the vendors has been extended from September to December Plantation and property The plantation operations of the Genting Group consist principally of the planting of oil palm trees and the harvesting, milling and sale of oil palm fruits on approximately 62,870 hectares of land owned and managed by the Genting Group in Malaysia. The Genting Group also conducts property development and management operations in respect of its plantation land. Oil and gas The Genting Group s oil and gas exploration activities consist principally of a 100% interest in an enhanced oil recovery project for the Zhuangxi Buried Hill Oilfield in Shandong Province, China. Other activities The Genting Group also undertakes e-commerce activities under the brand egenting. Applications include enterprise resource planning ( ERP ), customer relationship management ( CRM ), enterprise information network, hotel, leisure and gaming operations, reservations and customer contact, loyalty programmes and web based marketing, primarily to the Genting Group. In addition, egenting offers call centre services and loyalty programme management to third parties. The Genting Group also provides property management services to Genting s subsidiaries. Certain of Genting s subsidiaries are investment holding companies which periodically invest in quoted securities as part of their normal investment trading activities. The Resorts World Group The Resorts World Group comprises the Genting Group s leisure, hospitality, gaming and entertainment operations and investments. Its principal operations consist of Resorts World s Genting Highlands Resort in Malaysia, an integrated family leisure and entertainment resort with total capacity of approximately 6,600 hotel rooms and which attracted approximately 15.4 million visitors in The principal feature of the Resort is the only licensed land-based casino in Malaysia. Resorts World offers an integrated leisure and entertainment product offering at the Resort, including hotels, casino and gaming, entertainment and food and beverage facilities. The substantial majority of the Resorts World Group s revenues from its leisure, hospitality, gaming and entertainment business is derived from its casino operations. The Resorts World Group also owns and operates, under the Awana brand name, golf, beach and spa resorts in Genting Highlands, Terengganu and Langkawi, Malaysia and timeshare operations with approximately 4,340 members as at 30 June As at 30 June 2003, the Resorts World Group also owned a 35% interest in Star Cruises, the third largest cruise line in the world with a fleet of 20 cruise ships with approximately 26,000 lower berths, and offering cruises to destinations in the Asia Pacific, North and South America, Hawaii, the Caribbean, Alaska, Europe, the Mediterranean, Bermuda and Antarctica under the Star Cruises, Norwegian Cruise Line, Orient Lines and Cruise Ferries brands. Resorts World is one of the largest listed companies in Malaysia with a market capitalisation of RM11,027.2 million (US$2,901.9 million) as at 21 November Its shares are listed on the Main Board of the KLSE. 3

10 Strengths Genting believes that its key business strengths are as follows: unique product offering in Malaysia comprising an integrated leisure, hospitality, gaming and entertainment business; strong cash position with low gearing levels; well managed and prudently run by an experienced management team; stable cash flow from its integrated leisure, hospitality, gaming and entertainment businesses and its power generation and supply business; well recognised business group that is well positioned to capitalise on its strong brand products and services; and good relationship with regulators of its businesses. Strategy The principal components of the Genting Group s strategy are as follows: grow the Genting Group s core businesses; maximise returns from existing business activities by optimising operational efficiencies; expand the Genting Group s revenue base through strategic acquisitions and investment opportunities in Malaysia and elsewhere, in particular in the areas of power generation and supply as well as plantations; optimise its capital structure by achieving a more balanced use of financing; and expand cross marketing initiatives within the Genting Group to increase sales to its existing customers and grow its customer base. 4

11 The Offering Issuer Guarantor Prime Venture (Labuan) Limited Genting Berhad Notes US$250,000,000 1% Guaranteed Exchangeable Notes due 2008 guaranteed by the Guarantor and exchangeable into Resorts World Shares. Shares Over-allotment option Ordinary shares of RM0.50 each in the capital of Resorts World. The Issuer has granted the Global Coordinator an option, which may be exercised by the Global Coordinator in whole or in part, on one or more occasions, solely at the discretion of the Global Coordinator, at any time up to and including the 30th day after the Issue Date, to subscribe for up to an additional US$50,000,000 aggregate principal amount of Notes. See Subscription and Sale. Issue Date 12 December Issue Price 100% The Offering Form and Denomination The Notes and the Shares are being offered by the Managers outside the United States in accordance with Regulation S. The Notes may only be offered for subscription or sale outside Malaysia (except the Federal Territory of Labuan) to Non- Residents of Malaysia (being persons who are not citizens or permanent residents of Malaysia and who do not engage in a trade or business in Malaysia, and includes any offshore company incorporated under the OCA 1990 and any foreign offshore company registered under the OCA 1990). Accordingly, (i) the Notes may not be offered for subscription or sale in Malaysia (except to Non-Residents of Malaysia in the Federal Territory of Labuan); and (ii) residents of Malaysia are disqualified from subscribing for or purchasing the Notes. The Notes will be in registered form in the denomination of US$10,000 each. The Notes may be held and transferred, and will be offered and sold, in the principal amount of US$10,000 and integral multiples of US$10,000 in excess thereof. The Notes will be represented by a Global Note Certificate registered in the name of a nominee of, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg on or about the Issue Date. Individual Note Certificates evidencing holdings of Notes will only be available in certain limited circumstances. See Summary of Provisions relating to the Notes in Global Form. 5

12 Status of the Notes Guarantee of the Notes Status of the Guarantee Negative Pledge Interest Maturity Date Redemption at the Option of the Issuer Change of Control The Notes constitute senior, direct, unsubordinated, unconditional and unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future senior, direct, unsubordinated, unconditional and unsecured obligations of the Issuer, save for such exceptions as may be provided by mandatory provisions of applicable law and subject as described under Terms and Conditions of the Notes Negative Pledge. The Guarantor will in the Trust Deed unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes and the due and punctual performance by the Issuer of all of the Issuer s other obligations under the Trust Deed and the Notes. The Guarantee of the Notes will constitute senior, direct, unsubordinated, unconditional and unsecured obligations of the Guarantor which will at all times rank at least pari passu with all other present and future senior, direct, unsubordinated, unconditional and unsecured obligations of the Guarantor, save for such exceptions as may be provided by mandatory provisions of applicable law and subject as described under Terms and Conditions of the Notes Negative Pledge. The Notes will contain a negative pledge provision as further described in Terms and Conditions of the Notes Negative Pledge. The Notes bear interest from the Issue Date at 1% per annum payable in arrear on 12 June and 12 December each year commencing on 12 June Unless previously redeemed, exchanged, or purchased and cancelled, the Notes will be redeemed on 12 December 2008 at % of their principal amount. The Notes may also be redeemed at the option of the Issuer at the Early Redemption Amount on the date fixed for redemption (i) in whole or in part, at any time after 12 December 2005 to but excluding the Maturity Date provided that the value of the Exchange Property on each of the 20 consecutive Trading Days, the last day of which occurs not more than five Trading Days immediately prior to the date upon which notice of such redemption is given shall have exceeded 120% of the aggregate principal amount of the Notes outstanding on such Trading Day or (ii) in whole only, at any time if prior to the date on which notice of such redemption is given less than 10% in aggregate principal amount of the Notes originally issued (including any Optional Notes) is outstanding. Holders of the Notes will have the right to require the Issuer to redeem the Notes at their Early Redemption Amount on the date fixed for redemption following a Change of Control of Resorts World. 6

13 Repurchase in the Event of Delisting Tax Redemption Taxation Non-Payment Cross Default Other Events of Default Exchange Right In the event of a Delisting, each Noteholder will have the right at such Noteholder s option to require the Issuer to redeem all (but not some only) of such Noteholder s Notes at the Early Redemption Amount on the date fixed for redemption. Subject to certain exceptions and as more fully described herein, the Notes may be redeemed, in whole but not in part, at the option of the Issuer, at their Early Redemption Amount on the date fixed for redemption if, as a result of certain changes in the laws or any regulations, rulings or other administrative pronouncements promulgated thereunder (or the application or official interpretation thereof) affecting Labuan or Malaysia generally, the Issuer or the Guarantor would be required to pay Additional Amounts. All payments in respect of the Notes by or on behalf of the Issuer and the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Labuan or generally in Malaysia or in any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the appropriate withholding or deduction shall be made and the Issuer or the Guarantor, as the case may be, shall pay Additional Amounts (subject to certain exceptions) as shall result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required. The Notes will contain a default provision covering failure to pay principal or interest in respect of the Notes as further described in Terms and Conditions of the Notes Events of Default. The Notes will contain a cross default provision as further described in Terms and Conditions of the Notes Events of Default. For a description of certain other events that will permit acceleration of the Notes, see Terms and Conditions of the Notes Events of Default. If any event that will permit acceleration occurs and is continuing, then the Trustee at its discretion may and, if so requested in writing by holders of not less than 25% in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution, shall declare the Notes to be immediately due and payable at their Early Redemption Amount (plus any interest accrued and unpaid, up to the date of redemption). The holder of each Note has the right to exchange such Note at any time during the Exchange Period for a pro rata share of the Exchange Property (an Exchange Right ). However, in the event of an Offer in respect of the Shares or any other Relevant Securities, the Exchange Rights may be suspended as described in Terms and Conditions of the Notes General Offers. 7

14 A pro rata share of the Exchange Property means, for any Note at any time, a fraction of the Exchange Property the numerator of which shall be the nominal amount of such Note and the denominator of which shall be the aggregate principal amount of all the Notes (including the Note to which the pro rata share relates) which are outstanding at such time. Cash Settlement Option Exchange Period Exchange Property Initial Exchange Ratio Trustee s Discretion to Exchange Before Redemption Notwithstanding the Exchange Right of each Noteholder in respect of each Note, at any time when the delivery of Exchange Property deliverable upon exchange of the Notes is required to satisfy the Exchange Right in respect of an Exchange Notice, the Issuer shall have the option to pay an amount of cash in US dollars equal to the Cash Settlement Amount in order to satisfy such Exchange Right in full or in part (in which case the other part shall be satisfied by the delivery of Exchange Property). The period beginning on and including 21 January 2004 and ending at the close of business on 2 December 2008 which falls 10 days prior to the Maturity Date or if the Notes shall have been called for redemption prior to the Maturity Date, on the date which falls 10 days prior to the date fixed for redemption. The Exchange Property shall initially comprise 71,241,095 Shares (or initially up to 85,489,314 Shares if the Global Coordinator exercises its option in respect of all of the Optional Notes as described under Subscription and Sale ) and shall include all Relevant Securities and other property arising out of or derived or resulting therefrom and such other property, in each case as may be deemed or required to comprise all or part of the Exchange Property pursuant to the Conditions, but excluding any such property as may or may be deemed to have ceased to form part of the Exchange Property pursuant to the Conditions. On the exercise of Exchange Rights, Noteholders will initially be entitled to receive 2, Shares for each US$10,000 principal amount of Notes, subject to adjustment in accordance with the Conditions. The Trustee may, in its absolute discretion, within the period commencing on the date five days immediately prior to, and ending at the close of business on the Business Day immediately prior to, the date fixed for redemption from time to time of any of the Notes under the Conditions, elect (on behalf of the relevant Noteholders) by notice in writing to the Issuer and the Principal Agent to exercise the Exchange Rights in respect of all unexercised Notes, provided that all (if any) necessary consents have been obtained and the Trustee is satisfied or is advised by an independent investment bank of international repute that the net proceeds of an immediate sale of the Exchange Property arising from such exchange when converted into US dollars, disregarding any liability to taxation or the payment of any capital, stamp, transfer, issue or registration duties consequent thereon, together in each case with any other amount payable by the Issuer in respect of such exercise, would be likely to exceed by 5% or more of the principal amount of the Notes and accrued interest thereon which would otherwise be payable in respect of such Unexercised Notes. 8

15 General Offers Anti-Dilution Provisions Governing Law Trustee Labuan Trustee Listing Clearing In the event of an Offer for Relevant Securities in a Relevant Company, the Issuer shall have absolute discretion to accept such Offer (and as to any alternative consideration) or reject such Offer, provided that it may not accept any such Offer prior to the Specified Date in respect thereof. If it accepts such Offer (or if the Relevant Securities are subject to compulsory acquisition), then, with effect from the Final Date, the Exchange Property will be deemed to consist, in whole or in part, of the Offer Consideration. The Issuer shall not accept any Offer in respect of such part of the Exchange Property which would be deliverable to Noteholders who have exercised Exchange Rights for which the Exchange Date falls prior to the commencement of the Suspension Period. The Issuer shall give notice to the Trustees and the Noteholders forthwith upon receipt of any Offer for the Relevant Securities. The Notes will contain provisions for the adjustment of the Exchange Property in the event of the occurrence of certain dilutive events including, among others, bonus issues, alterations to the nominal value of the Shares, rights issues and capital distributions. The Notes, the Trust Deed and the Agency Agreement will be governed by English law. J.P. Morgan Corporate Trustee Services Limited. Equity Trust (Labuan) Limited has been appointed as co-trustee in respect of certain functions relating to the Notes, including the receipt of notices in Labuan. Application has been made to list the Notes on the Luxembourg Stock Exchange and the LFX. The Shares are listed on the Main Board of the Kuala Lumpur Stock Exchange. The Notes have been accepted for clearance by Euroclear and Clearstream, Luxembourg under the following Common Code and ISIN: Common Code: ISIN: XS

16 Selected Consolidated Financial And Operating Data The Genting Group The following table presents selected consolidated financial information and other operating data for Genting. The income statement and balance sheet data presented below have been derived from the audited consolidated financial statements of Genting as at and for the years ended 31 December 2000, 2001 and 2002 and from the unaudited consolidated financial statements of Genting as at and for the six months ended 30 June 2002 and Genting s consolidated financial statements as at and for the years ended 31 December 2000, 2001 and 2002 have been audited by PricewaterhouseCoopers, independent chartered accountants. The financial data should be read in conjunction with, and are qualified in their entirety by reference to, the consolidated financial statements included elsewhere in this Offering Circular. The consolidated financial statements of Genting are prepared and presented in accordance with Malaysian GAAP, which differs in certain material respects from U.S. GAAP. See Summary of Significant Differences between Malaysian GAAP and U.S. GAAP. For the year ended 31 December For the six months ended 30 June (RM millions) (RM millions) (RM (US$ millions) millions) (1) (RM millions) (RM (US$ millions) millions) (1) (Audited) (Audited) (Audited) (Unaudited) (Unaudited) Income statement Revenue... 3, , , , , Cost of sales... (2,469.3) (1,891.5) (1,935.7) (509.4) (981.0) (1,052.7) (277.0) Gross profit , , Other income Selling and distribution costs... (54.1) (57.2) (62.9) (16.5) (29.3) (29.7) (7.8) Administration expenses... (203.2) (205.0) (172.5) (45.4) (90.6) (108.6) (28.6) Other expenses... (1,073.7) (104.0) (90.5) (23.8) (18.4) (130.9) (34.4) (Loss)/profit from operations... (325.0) 1, , Finance cost... (48.0) (77.6) (67.9) (17.9) (32.3) (37.6) (9.9) Share of results of associated companies (7.9) (2.1) Gain on dilution of Group s interest in an associated company (Loss)/profit from ordinary activities before taxation... (322.7) 1, , Taxation - Genting and subsidiary companies (2)... (301.5) (352.8) (422.4) (111.2) (204.4) (217.0) (57.1) - Share of tax in associated companies... (50.3) (34.6) (34.1) (9.0) (17.0) (9.7) (2.6) (351.8) (387.4) (456.5) (120.2) (221.4) (226.7) (59.7) (Loss)/profit from ordinary activities after taxation... (674.5) , Minority shareholders interests (2) (195.1) (346.4) (91.2) (177.8) (152.3) (40.1) Net (loss)/profit for the financial year... (246.2)

17 As at 31 December As at 30 June (RM millions) (RM millions) (RM (US$ millions) millions) (1) (RM millions) (RM (US$ millions) millions) (1) (Audited) (Audited) (Audited) (Unaudited) (Unaudited) Balance sheet NON-CURRENT ASSETS Property, plant and equipment... 4, , , , , , ,638.6 Real property assets Associated companies... 1, , , , , Other long term investments Exploration cost Long term receivables Deferred taxation (2) CURRENT ASSETS Property development Inventories Trade and other receivables Amount due from associated companies Short term investments , , Bank balances and deposits , , , , , , , , , ,051.6 LESS: CURRENT LIABILITIES Trade and other payables Amount due to associated companies Short term borrowings Taxation Proposed dividend , , , , NET CURRENT ASSETS , , , , , , , , , , ,993.2 FINANCED BY SHARE CAPITAL RESERVES (2)... 5, , , , , , ,663.0 SHAREHOLDERS EQUITY... 5, , , , , , ,755.7 MINORITY INTERESTS (2)... 2, , , , , NON-CURRENT LIABILITIES Long term borrowings , Deferred taxation (2) Provision for retirement gratuities Other liabilities TOTAL NON-CURRENT LIABILITIES , , , , , , , , , ,993.2 Notes: (1) See Exchange Rates. 11

18 (2) As and from 1 January 2003, on adoption of Malaysian Accounting Standards Board ( MASB ) 25 Income Taxes, deferred tax liabilities and/or assets are recognised for all temporary differences as determined under Malaysian GAAP. This policy has been applied retrospectively by Genting. Deferred tax assets are recognised only when it is probable that taxable profit will be available against which the deferred tax assets can be utilised. Deferred tax liability in respect of asset revaluation is also recognised. The effects of the implementation of MASB 25, which have been applied retrospectively, are summarised in the table below. As at and for the year ended 31 December As at and for the six months ended 30 June (RM millions) (RM millions) (RM millions) (RM millions) (Unaudited except where otherwise indicated) Income statement Taxation As previously reported * 386.3* 452.7* Effects of MASB (0.2) As restated Minority shareholders interests As previously reported * (194.7)* (345.4)* (177.3) Effects of MASB (0.9) (0.4) (1.0) (0.5) As restated (195.1) (346.4) (177.8) Balance sheet Deferred taxation asset As previously reported... * * 18.0* 16.7 Effects of MASB As restated Reserves As previously reported... 5,095.3* 5,448.0* 6,118.4* 5,778.7 Effects of MASB (38.1) (39.6) (44.4) (41.9) As restated... 5, , , ,736.8 Minority interests As previously reported... 2,046.6* 2,150.5* 2,432.8* 2,331.7 Effects of MASB (29.4) (29.0) (28.1) (28.6) As restated... 2, , , ,303.1 Deferred taxation liability As previously reported * 15.3* 66.5* 34.7 Effects of MASB As restated * Audited 12