On behalf of RWB, Commerce International Merchant Bankers Berhad ("CIMB") is pleased to announce  the proposed cash subscription by Resorts World Limited ("RWL"), a wholly-owned subsidiary of Sierra Springs Sdn Bhd, which in turn is a wholly-owned subsidiary of RWB, of 125,000,000 new ordinary shares of US$0.10 each representing approximately 20.0% equity interest in the enlarged issued  and   paid-up share capital of Star Cruises Public Limited Company ("SCPLC") for a cash consideration of US$262,500,000 or at US$2.10 per share ("Proposed Subscription").
 

RWB, via RWL, proposes  to subscribe to 125,000,000 new ordinary shares of  US$0.10 each at an issue price of US$2.10 per SCPLC share. The subscription will increase the issued and paid-up share capital of SCPLC from US$49,944,724 comprising 499,447,243 ordinary shares of US$0.10 each to US$62,444,724 comprising 624,447,243 ordinary shares of US$0.10 each in SCPLC. The subscription will also increase RWB's shareholding in SCPLC from an existing 22,290,000 ordinary shares of US$0.10 each representing approximately 4.5% of the issued and paid-up share capital of SCPLC to 147,290,000 ordinary shares of US$0.10 each representing approximately 23.6% of SCPLC's enlarged issued and paid-up share capital.

SCPLC was a wholly-owned subsidiary of Genting International Public Limited Company ("GIPLC") before the demerger of SCPLC from GIPLC as explained in Section 3.2 below. GIPLC is a company incorporated in the Isle of Man, whose shares are listed on the Luxembourg Stock Exchange ("LSE") and quoted on Central Limit Order Book ("CLOB") International, Singapore.

The cash consideration of US$262,500,000 or US$2.10 per new ordinary share of SCPLC for the Proposed Subscription was arrived at on a willing-buyer willing-seller basis after taking into consideration the following:-

the average market price of GIPLC shares of US$2.33 for the last three (3) months on CLOB International, Singapore before the GIPLC shares were suspended on 20 November 1997 in view of the GIPLC/SCPLC demerger less the average market price of US$0.22 for the past three (3) months to 31 March 1998 on CLOB International, Singapore;

the average market price of SCPLC shares of US$2.30 and US$2.17 for the twenty seven (27) and three (3) trading days since thelisting and quotation of the SCPLC shares up to 8 April 1998 on the LSE and CLOB International Singapore respectively;

the proforma net tangible assets ("NTA") of the SCPLC Group of US$1.21 as at 31 December 1996 based on its consolidated accounts for the year then ended after the GIPLC / SCPLC demerger; and

On the basis of the projected future cashflows of the SCPLC Group, the investment in SCPLC is expected to generate a return in the region of 15%per annum using discounted cashflow techniques.

The cash consideration of US$262,500,000 will be paid by RWB upon allotment of the 125,000,000 new ordinary shares of US$0.10 each in SCPLC.

The RWB Group will finance the Proposed Subscription from internally generated funds.

The RWB Group has in the past invested in US$ securities for a number of years. The RWB Group was, until recently, the single largest non- institutional shareholder in a United States of America ("US") corporation. As a result of its investment activities and substantial profits arising therefrom, the RWB Group has sufficient US$ to invest in SCPLC.

The 125,000,000 new ordinary shares of US$0.10 each in SCPLC to be subscribed pursuant to the Proposed Subscription will rank pari passu with the existing ordinary shares of SCPLC, including voting rights and rights to all dividends and other distributions that may be declared on or after the allotment date of the said shares.

The gross proceeds receivable by SCPLC from the Porposed Subscription amounting to US$262,500,000 is expected to be utilised primarily to meet the progress payments relating to the proposed building of 2 new "Libra" class vessels amounting to approximately US$139 million; and the balance to repay short-term borrowings.

SCPLC was incorporated on 10 November 1993 under the Companies Acts 1931-1993 in the Isle of Man under the name of Galactica Limited, which was subsequently changed to Star Cruise Limited on 25 March 1997. It was converted into a public limited company and adopted  its present name on 16 April 1997.

SCPLC's principal activity is investment holding while its subsidiaries are involved in the ownership and management of a fleet of cruise liners, and the  construction and management of port and other cruise infrastructure facilities.

Prior to its demerger on 5 December 1997, SCPLC was part of the GIPLC Group. During 1997, the GIPLC Group undertook a  restructuring scheme which involved the following:-

the reorganisation of all companies involved in the cruise and cruise related  operations under  the SCPLC Group whilst maintaining the companies under the GIPLC Group which own the following assets:-

nine (9) contiguous plots of freehold development land measuring approximately 3,923.66 square metres and the buildings erected thereon in Sydney, Australia;

the right to use the "Genting" name, logo and know-how and technical information and systems outside Malaysia relating to the design, operation and management of resort and casino facilities; and

50% interest in the Burswood Management Limited Trust, a trust that owns the project management rights to the second phase of the development at the Burswood Resort Casino, Perth, Australia;

the disposal of the non-cruise properties comprising thirteen (13) parcels of leasehold development land measuring approximately 131.7 acres and five (5) parcels of leasehold development land measuring approximately 35.3 acres in Pulau Indah and Pulau Langkawi respectively to the RWB Group; and

the demerger of the SCPLC Group from the GIPLC Group, involving the distribution of the entire issued and paid-up share capital of SCPLC, comprising 499,447,243 ordinary shares  of  US$0.10 each to GIPLC shareholders and contemporaneously, a transfer of 50% equity interest in Star Cruise Services Limited from GIPLC to SCPLC.

The SCPLC Group currently operates its cruises via 7 vessels and under 3 brand types, "Star", "Megastar" and  "Superstar". There are currently 2 "Star" vessels, namely   Star  Aquarius  and  Star Pisces. The "Star" brand vessels cater for the younger and first time cruise holiday seekers with smaller cabins and large public facilities  with multiple restaurants. There are also 2 "Megastar" vessels, namely Megastar  Aries  and  Megastar  Taurus. The   "Megastar"  brand appeals to the sophisticated cruisers as it offers fine dining, large cabins, and high standards of service. The  third  category   is  the  "Superstar"  brand  of  vessels   comprising Superstar Gemini, Superstar Capricorn and Superstar Sagittarius. These vessels are similar to other traditional cruise vessels in the Caribbean.

A summary of the existing and future new vessels are as follows:-

Currently,  the  SCPLC  Group's fleet calls at eight ports in various countries and operates cruise lengths of one to five nights. The ports of call are Singapore; Port Klang, Pulau  Langkawi  and  Malacca,   Malaysia;  Phuket, Thailand; and  Hong Kong, Xiamen and Haikou, the People's Republic of China. Future ports of call are planned for Awana Kijal, Kemaman, Pulau Pangkor and Pulau Redang, Malaysia; and Songkla and Ko Samui, Thailand.

In November 1997, the SCPLC Group launched Superstar Express Langkawi, a fast speed catamaran service from Butterworth to Pulau Langkawi. The Superstar Express,  which  can   accommodate  up  to  900  passengers and 175 cars, will operate during the European winter months of November to April which coincides with the   holiday  season  in  Malaysia. The catamaran will be chartered to P&O European (Portsmouth)  Ferries  Ltd.,  which  will  use   the  vessel  in  European summer months from  April  to   November  between United Kingdom and France. The  use  of the   catamaran  in  the  summer  season  in Europe and the holiday season in Malaysia optimizes the use of the vessel.

On  28  January  1998,  the SCPLC  Group through   its wholly-owned subsidiary, American  Cruises  Limited,  obtained   permission  from the New York Gambling Commission  to manage a casino facility onboard the chartered cruise ship, m.v. Edinburgh  Castle.  The   cruise  ship  operates  daily  cruises  to nowhere out of Manhattan  Island, New York. In March 1998, Superstar Capricorn was relocated   to replace m.v. Edinburgh Castle, whose charter expired on 31 March 1998.

The  SCPLC  Group  is   expected  to  take  delivery  of  two  new   cruise  ships, Superstar  Leo  in  October 1998 and Superstar Virgo in September 1999. These vessels will be 75,000 gross tonnes each with 1,900 lower berths and 2,800 total berths. They  are  specifically  built  to   cater  for  the Asian Market with multiple a-la-carte  restaurants   and  facilities  such  as karaoke lounge, swimming pools, shopping   mall,  health spa, meeting rooms, cinema, indoor and outdoor children areas   and  gaming  areas. They  will  be  deployed  to the existing  established markets  in  Singapore and Hong Kong to replace Star Aquarius and Star Pisces. They  will  enable  the  SCPLC  Group   to  provide  better  facilities  and services compared to those that are currently offered. These ships are expected to attract   a large market and improve existing yields and occupancies.The loan agreements for the  financing  of  the  Superstar  Leo  and Superstar Virgo were signed on 22 January  1998.  Star  Aquarius  will  be  redeployed   to  Port  Klang  to  replace Superstar  Sagittarius, which   is  planned  to  be  sold. Superstar Gemini will be repositioned  as  a  seven  (7)  night  cruise  vessel   calling at ports in Malaysia, Singapore  and Thailand in view that a vast majority of  the cruises worldwide are   on 7 nights or more.

By  June  1999,  the  SCPLC  Group  is expected   to  take delivery of the 38,000 gross  tonnes, 600 passengers MS Europa which is rated by the Berlitz Guide as the best cruise ship in the world. She will be renamed "Megastar Asia". Megastar Asia will  boast  of,  amongst   other  facilities,  a  large  600-person restaurant for single seating, 3  swimming  pools  and  a  300-seat show lounge. Megastar Asia will offer regular itineraries around Asia Pacific calling at exotic ports and islands.

The SCPLC Group has signed letters of intent on 27 March 1998 to construct two new  ships  to  be  named  "libra"   class  vessels,  namely  Superstar  Libra  and Superstar  Scorpio. The new vessels will be 86,000 gross tonnes each with 2,300 lower berths and 2,800 total berths.The "Libra" class vessels, which are expected to be   delivered  around  December 2000, will be partly  financed by the proceeds from the Proposed Subscription and the balance through long-term borrowings.

In  line  with  the expansion   of  the cruise industry in the Asia Pacific region, the SCPLC  Group   has  also invested heavily in cruise infrastructure. The Group has constructed   cruise terminals in Port Klang and Langkawi. All the cruise terminals are constructed to cater  for  the  next  generation  of  cruise ships totalling up to 100,000 gross tonnes in size.

SCPLC  has  obtained  permission   from  the  LSE  and  the  Stock Exchange of Singapore   to  list  and  quote  its  shares  on  the   LSE  and CLOB International, Singapore  respectively. The shares   were listed on the LSE and quoted on CLOB International, Singapore on 2 March 1998 and 3 April 1998 respectively.

The   closing  price  of  SCPLC shares on  8  April  1998   on  the LSE and CLOB International,   Singapore   was    US$2.15   per   share   and   US$2.18 per share respectively.

The proforma consolidated  profit  and loss accounts of  the SCPLC Group for the years ended  31 December 1995 and 1996 are provided for illustrative purposes to show the effects on the consolidated profit and loss accounts for these years had SCPLC  owned  100%  equity interest in Star Cruises Services Limited. Prior to 1 June  1995,  Star  Cruises   Services  Limited  was  a  wholly-owned subsidiary of SCPLC.

	Audited Period from 10 November 1993 to 31 December 1994 US$'000	Unaudited Proforma Year ended 31 December 1995 US$'000	Unaudited Proforma Year ended 31 December 1996 US$'000
Cruise revenue	139,068	228,613	304,195
Profit/(Loss) from ordinary activities before taxation	(3,950)	(4,286)	40,335
Taxation	(784)	(968)	(1,103)
Profit/(Loss) after taxation	(4,734)	(5,254)	39,232
Minority interests	-	-	(54)
Unappropriated profit/(Accumulated loss) for the year/period	(4,734)	(5,254)	39,178

(Source: Listing circular for listing of 499,447,243 ordinary shares in SCPLC on the LSE)

The  proforma consolidated balance sheet of SCPLC as at 31 December 1996 after the GIPLC/SCPLC demerger is as follows:-

	Group US$'000
Fixed assets	522,334
Goodwill on consolidation	353
Current assets	117,703
Less: Current liabilities	(27,781)
Net current assets	89,922
	612,609
Share capital	49,945
Share premium	425,546
Capital reserve	76,928
Exchange differences	(217)
Unappropriated profit	50,787
Shareholders' funds	602,989
Reserve on consolidation	9,159
Minority interests	324
Deferred taxation	137
	612,609

(Source: Listing circular for listing of 499,447,243 ordinary shares in SCPLC on the LSE)

The  four  principal  cruising  regions   currently  are  the Caribbean, Europe, North America  and  Asia   Pacific. The  Caribbean remains the largest cruising region in global   terms  whilst  the  Asia  Pacific cruise  market  is at its infancy stage. The cruise  industry is capital intensive and the "Big Three" operators, namely Carnival Corporation  ("CCL"),  Royal   Caribbean Cruises Ltd. ("RCCL") and The Peninsular and  Oriental   Steam Navigation Company ("P&O") dominate the worldwide cruise market due to economies of scale.

Since 1970, cruising  has  been one of  the fastest growing sectors of the vacation market in  the  US,  growing at a compounded annual growth rate of approximately 9%  per  annum  from   1970  to  1997  (Source: RCCL's Common Stocks Offering Prospectus  Supplement  dated  3  March  1998). This growth is remarkable when compared  to  the  US  Gross  National Product compounded growth rate over the same period of 3%. Cruising has also grown substantially in Europe and growth is estimated  at  19%  per  annum from 1988 to 1995 (Source: Calculated based on data from The Cruise Market 1996/1997, GP Wild (International) Ltd.).

In Asia, growth in the cruise industry has been spearheaded by the SCPLC Group, whose total annual passengers grew  at a compounded growth rate of 19.3% from 1994 to 1997.

Although the largest in geographic size, the Asia Pacific region remains the least important  in  terms  of  capacity deployed. Within this vast region, South Pacific cruising   accounts   for    the   largest   number  of  potential   cruisers  from  the international  market  but  South   East Asia has grown considerably over the last  four  years,  both   in  international terms and also as the source of an even faster growing   regional  market. Among the non-regional operators, at present, there is no single dominant player in the market and no single operator deploys more than 2 vessels in the region other than the SCPLC Group. Of the leading groups, P&O is by far  the   most  important, followed by Cunard Line Limited and CCL. Among the regional operators, the capacity is very much dominated by the SCPLC Group. (Source: The Cruise Market 1996/1997. GP Wild (International) Ltd.)

The  downturn  in  economy in Asia may have an adverse effect on demand for  cruise holidays in the Asia Pacific region, which remains dominated by Asian  passengers. The  SCPLC  Group  plans to mitigate this risk through substantial  cost  reduction  to improve profitability. The appointment of the Managing  Director,  Mr. Colin  Au  Fook  Yew   as the President and Chief Executive Officer of SCPLC has merged two positions into one, resulting in substantial  cost  savings.  The   SCPLC   Group  has  consolidated  all  its Australian  offices   into one in Sydney, consolidated all North Asian offices into  one  in Hong Kong  and  downsized  the  London office as the SCPLC Group focuses on working closely with strategic wholesalers.

Cost reductions  are  carried through to the ships where crew are now paid in  currencies which  have devalued substantially against the US$ resulting in  significant  cost  savings  to  the   SCPLC  Group.  Onshore  purchases, entertainment as well as other costs are also reduced to maintain the most efficient cost structure.

As  a  significant  part  of  the  SCPLC   Group's  business  is conducted in foreign currencies, any fluctuation in foreign currencies in relation to Ringgit Malaysia  will  have  an   effect  on  the  RWB  Group's share of the SCPLC Group's   results. The  SCPLC  Group  is  a net earner of foreign currencies, principally Singapore dollars and Hong Kong dollars.

The SCPLC Group operates in the stronger Asian economies, namely Hong Kong / the  People's Republic of  China,  Singapore  and Malaysia. Revenue earned  in  Hong  Kong  and  Singapore dollars has the least depreciation in relation  to  the  US$  when   compared  against other Asian currencies. For 1998,  the European market will pay US$ and the Australian market will pay Australian Dollars, which helps smoothen out currency fluctuations.

The  SCPLC Group  is  the leading cruise line in Asia. (Source: The Cruise Market  1996 / 97,  GP Wild  (International) Ltd.). The SCPLC  Group faces keen  competition  from  existing regional and non-regional cruise operators  in  this  region. In addition, the potential of the cruise industry in this region will  attract  new players  into the market. The SCPLC Group seeks to limit this    risk   through   buying  and  building   new  and  bigger  cruise  ships equipped   with    newer  and  better  facilities  and  amenities   as  well  as enhancing  its  existing  services  and entertainment  to   attract customers and maintain its dominance over the Asia Pacific cruise market.

In  evaluating   the  reasonableness  of  the proposed subscription price of US$2.10 per SCPLC share, a  major consideration is the future profits and cashflows  of   the SCPLC Group. Certain bases and assumptions used in preparing  the   projections are subject to uncertainties and contingencies, while   some    are   judgmental   in  nature.  Because  of   the   subjective judgements  and  inherent uncertainties of financial projections, especially over prolonged periods, and   because events and circumstances may not occur  as expected, actual future results may defer from those projections and these differences may be material.

There are no restrictions on foreign investments in companies incorporated in the Isle of Man.

There are no restrictions in the Isle of Man on the payment of dividends or profits.

Dividends  that  are declared and paid by a non-resident company are not subject to tax in the Isle of Man.

The  SCPLC  Group  is  principally  in  the same business as RWB, offering short leisure vacations. The investment in SCPLC offers the following advantages to the RWB Group:

Promotion  of  in-bound  tourism into the country, especially to the Awana hotels and Genting Highlands.

The  Board  of  Directors of   RWB are of the opinion that the cruise business has considerable  growth   potential  in  the long term. Thus, the Board of Directors of RWB   (excluding  Tan  Sri  Lim  Goh  Tong and  Dato'   Lim  Kok  Thay who have abstained  from  making any   recommendations on the Proposed Subscription in view  of  their  interests as set out in Section 10 below) has accepted the offer by SCPLC  of  the   Proposed  Subscription  subject  to  the  necessary   approvals.

The proposed Subscription will have no effect on the share capital of RWB.

The Proposed Subscription will not have any material effect on the NTA per share of the   RWB  Group  based  on   its  audited  accounts  for  the  year  ended   31 December  1996  and  is not expected to have any material effect on the earnings of the RWB Group for the year ending 31 December 1998. However, it is expected to enhance the earnings of the RWB Group by not later than the year 2000.

The  Proposed  Subscription  is  subject  to and conditional upon approvals being obtained  from   the   shareholders   of   SCPLC   and   RWB   at  their respective Extraordinary General Meetings to be convened.

The Proposed Subscription is also subject to and conditional upon the deletion of Article 37 of  the Articles of Association of SCPLC, which requires the approval of the  Directors  of  SCPLC  for  any   person to hold shares representing more than 10% of SCPLC's share capital.

Tan  Sri  Lim   Goh  Tong  is  a  Director  and  share  option   holder  of  RWB, a shareholder of SCPLC and a preference unit holder of the Golden Hope Unit Trust ("GHUT"), of which  Golden  Hope   Limited  ("GHL"),  a  substantial  shareholder of  SCPLC, is acting  as its trustee, and has a deemed interest in the units of the GHUT by virtue of  being  a  beneficiary of  a   discretionary trust which holds the units in the GHUT.

Dato' Lim Kok Thay, a son of Tan Sri Lim Goh Tong, is a Director and shareholder of  both  RWB  and  SCPLC,  a share option holder of RWB and a Director of both RWL and  GHL, the trustee of the GHUT and a preference unit holder of the GHUT and  has  a  deemed  interest   in  the  units  of  the  GHUT  by  virtue of   being a beneficiary of a discretionary trust which holds the units in the GHUT.

As such,  Tan  Sri  Lim  Goh  Tong   and  Dato'  Lim  Kok  Thay are deemed to be interested  in   the Proposed Subscription and have accordingly abstained and will continue  to   abstain  from  voting  on  the  Proposed Subscription at the relevant Board Meetings of RWB to be convened.

The  above  mentioned  Directors  will   also  abstain from voting in respect of their direct  and  indirect shareholdings in RWB on the ordinary resolution pertaining to the  Proposed   Subscription at  the forthcoming Extraordinary General Meeting of RWB to be convened.

Save as  mentioned above, none of the other Directors or substantial shareholders of  RWB  has  any  interest,  direct   or  indirect,  in  the  Proposed  Subscription.

CIMB has been appointed as adviser to RWB for the Proposed Subscription.