Capital structure of PBL Macau Sample Clauses

Capital structure of PBL Macau. The capital and shareholder structure of PBL Macau (including without limitation, the holding of the 18% shareholding in PBL Macau by PBL Asia) was agreed by the parties after taking into consideration, amongst other things, the Macau regulatory environment, applicable laws and regulations and the fact that the Company and PBL consider that it may be beneficial to the Joint Venture for PBL, an international conglomerate whose securities are listed on the Australian Stock Exchange and one of Australia’s largest diversified media and entertainment companies, to act as the majority shareholder of PBL Macau even through the 18% shareholding of PBL Asia in PBL Macau will have effectively no economic interest. Under Macau law, the managing director or an executive director of a company holding a concession or subconcession to operate games of fortune of chance and other casino games must be a Macau permanent resident and hold at least 10% of the share capital of such company. PBL Macau therefore will have in issue two classes of shares – PBL Macau A Shares and PBL Macau B Shares. The PBL Macau A Shares will make up 28% of the total issued shares in PBL Macau (with 10% being held by the Managing Director and 18% held by PBL Asia). The PBL Macau B Shares make up the remaining 72% of the issued shares in PBL Macau and will be held by Melco PBL International. By the articles of association of PBL Macau, the PBL Macau A Shares will carry voting rights but negligible economic interest whereas PBL Macau B Shares have effectively full economic interest in relation to dividends and distributions on a dissolution or liquidation as more particularly described below. The board composition of PBL Macau will (i) prior to PBL Macau becoming a joint venture company comprise of directors nominated by PBL with the Managing Director to be appointed on or prior to the grant of the Subconcession; and (ii) upon PBL Macau becoming a joint venture company, comprise of an equal number of directors nominated by each of PBL and the Company as well as the Managing Director. Ranking for dividends The holders of the PBL Macau A Shares are only entitled, in aggregate, to an annual dividend of MOP1.00, while the holders of the PBL Macau B Shares are entitled, in aggregate, to the remaining share of PBL Macau’s annual distributable profit. Ranking for distributions on a dissolution or liquidation On a dissolution or liquidation of PBL Macau, the holders of the PBL Macau A Shares will only be en...
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Related to Capital structure of PBL Macau

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