FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a–16 OR 15d–16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2011
Commission File Number: 001-33178
MELCO CROWN ENTERTAINMENT LIMITED
36th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
MELCO CROWN ENTERTAINMENT LIMITED
Form 6-K
TABLE OF CONTENTS
| Signature | ||
| Exhibit 99.1 - |
Announcement on The Stock Exchange of Hong Kong Limited Regarding Previous Business Day Trading Information, dated December 7, 2011 | |
| Exhibit 99.2 - |
Press Release, dated December 7, 2011, entitled “Melco Crown Entertainment Gets Listed Successfully on The Main Board of The Hong Kong Stock Exchange” | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MELCO CROWN ENTERTAINMENT LIMITED | ||||
| By: | /s/ Geoffrey Davis | |||
| Name: | Geoffrey Davis, CFA | |||
| Title: | Chief Financial Officer | |||
Date: December 7, 2011
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of Melco Crown Entertainment Limited (the “Company”). Prospective investors should read the listing document dated November 30, 2011 (the “Listing Document”), issued by the Company for detailed information about the Company.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
Melco Crown Entertainment Limited
(Incorporated in the Cayman Islands with Limited Liability)
(Hong Kong Stock Code: 6883)
(NASDAQ Stock Symbol: MPEL)
DUAL PRIMARY LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF THE STOCK EXCHANGE
OF HONG KONG LIMITED
Previous business day trading information in respect of the ADSs on
the NASDAQ Global Select Market
Joint Sponsors
‘in alphabetical order’
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| The Company issues this announcement to provide details of the previous business day trading information in respect of the ADSs on the NASDAQ Global Select Market. |
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Prospective investors in the Shares should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated November 30, 2011, the announcement regarding conversion of Shareholders’ loans dated November 30, 2011, the announcement regarding recent trading information in respect of the ADSs on the NASDAQ Global Select Market dated December 1, 2011, the announcement regarding Designated Dealers’ designated dealer identity numbers and number of Shares transferred to Hong Kong prior to Listing dated December 2, 2011, the announcements regarding previous business day trading information in respect of the ADSs on the NASDAQ Global Select Market dated December 2, 2011, December 5, 2011 and December 6, 2011, respectively, and the announcement regarding number of underlying Shares withdrawn from the ADS program, the number of ADSs cancelled and the resulting number of Shares tradable on the Hong Kong Stock Exchange dated December 6, 2011 issued by the Company before deciding to invest in the Shares. |
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PREVIOUS BUSINESS DAY TRADING INFORMATION IN RESPECT OF THE ADSs ON THE NASDAQ GLOBAL SELECT MARKET
As disclosed in the section headed “Listings, Registration, Dealings and Settlement — Investor Education — Arrangements Involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community of general information about the Company, as well as the developments and/or changes to the liquidity arrangements as disclosed in the Listing Document.
As at November 30, 2011, the total number of issued Shares was 1,653,101,002 Shares. Based on the net assets attributable to Shareholders of approximately US$2,730,697,000 (approximately HK$21,244,822,660#) as at September 30, 2011, and calculated on the basis of 1,653,101,002 Shares in issue, the net asset value per Share would be approximately US$1.65 (approximately HK$12.85#).
The following table sets out certain trading information in respect of the ADSs on the NASDAQ Global Select Market, including the Company’s daily closing, day high and day low prices and trading volume on December 6, 2011, being the business day immediately before the date of this announcement. Each ADS represents an ownership interest in three ordinary Shares.
| ADS Price | Trading | As % of total issued |
||||||||||||||||||||||||||||||
| Day high | Day low | Closing Price | Volume | Shares** | ||||||||||||||||||||||||||||
| Date | US$ | HK$# | US$ | HK$# | US$ | HK$# | (ADSs) | |||||||||||||||||||||||||
| December 6, 2011 |
10.15 | 78.97 | 9.79 | 76.17 | 9.79 | 76.17 | 6,735,101 | 1.22 | % | |||||||||||||||||||||||
| ** | The total number of issued Shares is assumed to be 1,653,101,002 Shares, being the number of Shares in issue on conversion of Shareholders’ loans on November 29, 2011. |
| # | For illustration purpose, US$1 = HK$7.78. No representation is made that any amount in US$ has been or could be converted at the above rate or at any rates or at all. |
Such trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement — Investor Education — Arrangements Involving our Company and the Joint Sponsors” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may differ from the equivalent trading price calculated from the ADSs on the NASDAQ Global Select Market. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated November 30, 2011, the announcement regarding conversion of Shareholders’ loans dated November 30, 2011, the announcement regarding recent trading information in respect of the ADSs on the NASDAQ Global Select Market dated December 1, 2011, the announcements regarding previous business day trading information in respect of the ADSs on the NASDAQ Global Select Market dated December 2, 2011, December 5, 2011 and December 6, 2011, respectively, and the announcement regarding number of underlying Shares withdrawn from the ADS program, the number of ADSs cancelled and the resulting number of Shares tradable on the Hong Kong Stock Exchange dated December 6, 2011 issued by the Company before deciding to invest in the Shares.
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Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on December 7, 2011. As stated in the section headed “Expected Timetable” and the section headed “Listings, Registration, Dealings and Settlement — Investor Education — Arrangements Involving our Company and the Joint Sponsors” in the Listing Document, this announcement is released on the Hong Kong Stock Exchange and the NASDAQ Global Select Market to disclose, among other things, the closing, day high and day low prices and trading volume of the ADSs of December 6, 2011 on the NASDAQ Global Select Market.
| By Order of the Board |
| MELCO CROWN ENTERTAINMENT LIMITED Lawrence Yau Lung Ho |
| Co-chairman |
Hong Kong, December 7, 2011
As of the date of this announcement, the executive Director is Lawrence Yau Lung Ho; the non-executive Directors are James Douglas Packer, John Peter Ben Wang, Yuk Man Chung, William Todd Nisbet, and Rowen Bruce Craigie and the independent non-executive Directors are James Andrew Charles MacKenzie, Thomas Jefferson Wu, Yiu Wa Alec Tsui, and Robert Wason Mactier.
| * | For identification purpose only |
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Exhibit 99.2
FOR IMMEDIATE RELEASE
(SEHK: 6883)
(NASDAQ: MPEL)
Melco Crown Entertainment Gets Listed Successfully on
The Main Board of the Hong Kong Stock Exchange
* * * * *
Becomes the First-Ever Company Hitting the Gong at the Listing Ceremony in Hong Kong
HONG KONG, December 7, 2011 – Melco Crown Entertainment Limited (“Melco Crown Entertainment” or “the Company”) (SEHK: 6883; NASDAQ: MPEL), a developer, owner and, through its subsidiary, an operator of casino gaming and entertainment resort facilities focused on the Macau market, commenced dealing on the Main Board of The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange” or “SEHK”) today. Melco Crown Entertainment was the first company ever to hit the gong at its own listing ceremony at the SEHK in Hong Kong’s financial history.
Mr. Lawrence Ho, Co-Chairman and Chief Executive Officer of Melco Crown Entertainment, said, “We are very pleased to announce that Melco Crown Entertainment has successfully listed on the Main Board of Hong Kong Stock Exchange today. The dual primary listing on the SEHK marks another important milestone accomplished by the Company this year. A dual listing in Hong Kong broadens Melco Crown Entertainment’s investor base and creates an added growth driver for the Company. Led by an experienced management team, Melco Crown Entertainment is well-positioned to capture the rapidly expanding Macau gaming market with its unique and diversified portfolio of high quality properties targeting multiple customer segments.”
“I would like to take this opportunity to thank SEHK for their support, allowing us to become the first-ever company in the financial history of Hong Kong to hit the gong at our listing ceremony, lending added splendour to the event.”
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[PHOTO]
Mr. Lawrence Ho, Co-Chairman and Chief Executive Officer of Melco Crown Entertainment (SEHK: 6883), (left) hits the gong to commence trading of the Company’s shares at SEHK this morning.
[PHOTO]
Mr. Lawrence Ho (left), Co-Chairman and Chief Executive Officer of Melco Crown Entertainment, presents a specially made souvenir to Chairman of Hong Kong Exchanges and Clearing Limited, The Honorable Ronald Arculli, GBM, GBS, JP. The shining company logo on the souvenir symbolises the bright prospects of Melco Crown Entertainment in the future.
# # #
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Melco Crown Entertainment Limited (the “Company”) may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: growth of the gaming market and visitation in Macau; increased competition and other planned casino hotel and resort projects in Macau and elsewhere in Asia; the completion of infrastructure projects in Macau; government regulation of the casino industry; our ability to raise additional financing; the formal grant of occupancy permits for areas of City of Dreams undergoing construction and/or development; our anticipated growth strategies; and our future business development, results of operations and financial condition. Further information regarding these and other risks is included in our Annual Report on Form 20-F filed on April 1, 2011 and other documents filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of this release, and the Company undertakes no duty to update such information, except as required under applicable law.
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About Melco Crown Entertainment Limited
Melco Crown Entertainment Limited is a developer, owner and, through a Macau subsidiary which holds a gaming sub-concession, an operator of casino gaming and entertainment casino resort facilities. The Company currently operates Altira Macau (www.altiramacau.com) (formerly Crown Macau), a casino hotel located on Taipa, Macau and City of Dreams (www.cityofdreamsmacau.com), an integrated urban casino resort located on Cotai, Macau. The Company’s business also includes the Mocha Clubs (www.mochaclubs.com), which feature a total of more than 1,800 gaming machines in nine locations and comprise the largest non-casino operations of electronic gaming machines in Macau. For more information about the Company, please visit www.melco-crown.com.
The Company has strong support from both of its major shareholders, Melco International Development Limited (“Melco”) and Crown Limited (“Crown”). Melco is a listed company on the Hong Kong Stock Exchange and is substantially owned and led by Mr. Lawrence Ho, who is Co-Chairman, a Director and the CEO of the Company. Crown is a top-50 company listed on the Australian Securities Exchange and is led by Executive Chairman Mr. James Packer, who is also Co-Chairman and a Director of the Company.
For Media Enquiries, please contact:
Melco Crown Entertainment Limited
| Maggie Ma |
Tel: (852) 3151 3767 | Email: maggiema@melco-crown.com |
Fax: (852) 3162 8375
Strategic Financial Relations Limited
| Mandy Go | Tel: (852) 2864 4812 | Email: mandy.go@sprg.com.hk | ||
| Angela Ng | Tel: (852) 2864 4855 | Email: angela.ng@sprg.com.hk |
Fax: (852) 2527 1196
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