Wynn Macau : Connected Transaction – Purchase of "Tulips" Sculpture and "Amphora III"

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1128) CONNECTED TRANSACTION PURCHASE OF "TULIPS" SCULPTURE AND "AMPHORA III"

The Company is pleased to announce that on 29 June 2016, Wynn Resorts (Macau) S.A., an indirect subsidiary of the Company, entered into the Purchase Agreement with Wynn Design and Development, LLC to purchase the Tulips Sculpture and the Amphora for US$33,682,500 (equivalent to approximately HK$262.7 million) and US$103,945 (equivalent to approximately HK$0.8 million), respectively.

The Tulips Sculpture is one of five unique versions of "Tulips", a sculptural masterpiece, created by renowned artist Jeff Koons. This profound piece is the sculptural culmination of Jeff Koons' "Celebration" series and is one of the largest and most complex sculptures in the series. The Tulips Sculpture represents a bouquet of twisted balloon flowers that have been cast in stainless steel and brought to a high mirror polish and plated in a vivid spectrum of color. The gleaming surface and vivid color palette of the sculpture reflect both the viewer and the sculpture itself, resulting in a kaleidoscope of colors and near infinite reflections. The Tulips Sculpture creates the sensation of weightlessness but is paradoxically heavy, employing more than 3 tons of meticulously sculpted stainless steel.

The Amphora, titled "Amphora III", is a colorful, impressive clay vessel crafted by late ceramist Viola Frey. While Viola Frey excelled at producing colorful clay sculptures of the human figure, she also favored working with urn-like amphorae. Viola Frey's love of primary colors is evident in the Amphora, which depicts both men and women in energetic movement and an undeniable glamour; the men in blue power suits, the women in dresses reminiscent of the 1940s. Both modes of dress are signatures of the Viola Frey style.

The Tulips Sculpture and the Amphora will be displayed at Wynn Palace for the enjoyment of our guests and visitors. In particular, the Tulips Sculpture will be one of the major attractions at Wynn Palace and will provide a magnificent spectacle and provide a truly scintillating and unforgettable experience for our guests and visitors at Wynn Palace.

* For identification purposes only

Wynn Resorts, Limited is the controlling shareholder and a connected person of the Company under the Listing Rules by virtue of it being the indirect holding company of WM Cayman Holdings Limited I, a substantial shareholder and a connected person of the Group. As at the date of this announcement, WM Cayman Holdings Limited I owns approximately 72% of the issued share capital of the Company. Wynn Resorts (Macau) S.A. is a wholly-owned subsidiary of Wynn Resorts, Limited. Pursuant to the Listing Rules, any member of the WRL Group is also considered an associate of WM Cayman Holdings Limited I and a connected person of the Group. Any transaction between the Group and the WRL Group is accordingly a connected transaction.

As the Transaction is on normal commercial terms or better and the applicable Percentage Ratios are above 0.1% but less than 5%, the Transaction is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but is exempt from the circular and independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

DETAILS OF THE PURCHASE AGREEMENT

1. Date

   29 June 2016

2. Parties The Purchaser: Wynn Resorts (Macau) S.A., a wholly-owned subsidiary of the Company. The Seller: Wynn Design & Development, LLC, a wholly-owned subsidiary of Wynn Resorts, Limited and the owner of the Tulips Sculpture and the Amphora.
3. Assets to be purchased

   Pursuant to the Purchase Agreement, the Purchaser has agreed to purchase, and the Seller has agreed to sell, the Tulips Sculpture and the Amphora with full title guarantee and free from all encumbrances. The Tulips Sculpture and the Amphora will be purchased in their present condition and ownership of the Tulips Sculpture and the Amphora will be transferred to the Purchaser on the Closing Date.

4. Consideration

The aggregate consideration payable to the Seller for the purchase of the Tulips Sculpture and the Amphora is US$33,786,445 (equivalent to approximately HK$263.5 million), consisting of US$33,682,500 (equivalent to approximately HK$262.7 million) for the Tulips Sculpture and US$103,945 (equivalent to approximately HK$0.8 million) for the Amphora. The purchase price of the Tulips and the Amphora will be funded from available cash and internal resources of the Purchaser.

The consideration payable under the Purchase Agreement for the purchase of the Tulips Sculpture and the Amphora was agreed between the Seller and the Purchaser following arm's length negotiations with reference to, among other things, (i) the rarity of the Tulips Sculpture and the Amphora; (ii) an appraisal report for the Tulips Sculptures prepared by an independent third party that has expertise in appraising art; (iii) the acquisition price paid by the WRL Group for the Tulips Sculpture and the Amphora (as further detailed below); and (iv) the state and condition of the Tulips Sculpture and the Amphora on inspection by the Group. The Directors (including the independent non-executive Directors) consider the payment terms of the consideration under the Purchase Agreement to be fair and reasonable.

BACKGROUND OF THE TULIPS SCULPTURE AND JEFF KOONS

The WRL Group acquired the Tulips Sculpture at a Christie's auction in November 2012 for US$33,682,500 (equivalent to approximately HK$262.7 million), which comprised the successful bid amount of US$30 million (equivalent to approximately HK$234 million) and the buyer's fee payable to Christie's of US$3,682,500 (equivalent to approximately HK$28.7 million). The net book value of the Tulips Sculpture recorded by the WRL Group in its audited consolidated financial statements as at 31 December 2015 was US$33,682,500.

The Tulips Sculpture was on display at Wynn Las Vegas from January 2013 to April 2016.

The Tulips Sculpture is one of five unique versions of "Tulips", a sculptural masterpiece, created by renowned artist Jeff Koons. This profound piece is the sculptural culmination of Jeff Koons' "Celebration" series and is one of the largest and most complex sculptures in the series. The Tulips Sculpture represents a bouquet of twisted balloon flowers that have been cast in stainless steel and brought to a high mirror polish and plated in a vivid spectrum of color. The gleaming surface and vivid color palette of the sculpture reflect both the viewer and the sculpture itself, resulting in a kaleidoscope of colors and near infinite reflections. The Tulips Sculpture creates the sensation of weightlessness but is paradoxically heavy, employing more than 3 tons of meticulously sculpted stainless steel.

Jeff Koons' "Celebration" series explores themes such as life, death and sexuality and the concept of child-like innocence. While rooted in the long-standing tradition of floral still life, the Tulips Sculpture offers a modern interpretation and explores a range of concepts that are pertinent to the contemporary world. The medium is smooth and pristine, presenting the viewer with an image that appears to be simple and joyful. Actual tulip flowers bloom for only a short time, but are conversely represented in a medium that invokes durability and immortality.

Versions of "Tulips" are or have been exhibited in various major art museums and galleries around the world, including the Guggenheim Museum Bilbao in Spain, the Neue Nationalgalerie in Berlin and the Art Collection of the United States Embassy in Beijing.

Jeff Koons was born in York, Pennsylvania, United States in 1955 and gained acclaim for his public sculptures, such as the monumental floral sculpture "Puppy" (1992), which is permanently exhibited at the Guggenheim Museum Bilbao, and the colossal floral sculpture "Split-Rocker" (2000), which has been displayed at the Papal Palace in Avignon, France, the Palace of Versailles in France, Fondation Beyeler in Switzerland and Rockefeller Center in the United States.

BACKGROUND OF THE AMPHORA AND VIOLA FREY

The WRL Group acquired the Amphora from an unaffiliated third party art gallery in New York in July 2013 for US$103,945 (equivalent to approximately HK$0.8 million), which included associated logistics fees of US$3,945. The net book value of the Amphora recorded by the WRL Group in its audited consolidated financial statements as at 31 December 2015 was US$103,945.

The Amphora has been displayed at Wynn Las Vegas since the summer of 2013.

The Amphora, titled "Amphora III", is a colorful, impressive clay vessel crafted by late ceramist Viola Frey. The Amphora was crafted between 1996 and 1997, taking almost a full year to complete, and the Amphora stands at almost two meters tall. While Viola Frey excelled at producing colorful clay sculptures of the human figure, she also favored working with urn-like amphorae. Viola Frey employed these vessels not only as canvases to showcase her love for and whimsical portrayal of the human form, but also because she enjoyed the idea of the figures walking around the vessel, a modern interpretation of the figures often seen in procession around ancient Greek urns. Viola Frey's love of primary colors is evident in the Amphora, which depicts both men and women in energetic movement and an undeniable glamour; the men in blue power suits, the women in dresses reminiscent of the 1940s. Both modes of dress are signatures of the Viola Frey style.

Viola Frey was born in Lodi, California in 1933 and her work has been shown at major museums and exhibitions, including the Centre National des Arts Plastiques in Paris, the Sculpture Garden at the Smithsonian Institution in Washington D.C. and the Hiroshima City Museum of Contemporary Art in Japan.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Group is completing Wynn Palace and announced the opening date in the Company's announcement made on 27 June 2016. Wynn Palace will contain, among other things, an approximately 1,700-room hotel, a performance lake, meeting space, a casino, a spa, retail offerings and food and beverage outlets. The total project budget of Wynn Palace is approximately US$4.2 billion (equivalent to approximately HK$32.8 billion). The Tulips Sculpture and the Amphora will be displayed at Wynn Palace for the enjoyment of our guests and visitors. In particular, the Tulips Sculpture will be one of the major attractions at Wynn Palace and will provide a magnificent spectacle and provide a truly scintillating and unforgettable experience for our guests and visitors at Wynn Palace.

IMPLICATIONS UNDER THE LISTING RULES

Wynn Resorts, Limited is the controlling shareholder and a connected person of the Company under the Listing Rules by virtue of it being the indirect holding company of WM Cayman Holdings Limited I, a substantial shareholder and a connected person of the Group. As at the date of this announcement, WM Cayman Holdings Limited I owns approximately 72% of the issued share capital of the Company. The Seller is a wholly-owned subsidiary of Wynn Resorts, Limited. Pursuant to the Listing Rules, any member of the WRL Group is also considered an associate of WM Cayman Holdings Limited I and a connected person of the Group. Any transaction between the Group and the WRL Group is accordingly a connected transaction.