UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. )*
Melco PBL Entertainment (Macau) Limited
(Name of Issuer)
Ordinary Shares, par value US$0.01 per share
(Title of Class of Securities)
| G5974W 10 3 (CUSIP Number) |
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 8 pages
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only). |
|||
| Publishing and Broadcasting Limited - Not applicable | ||||
| 2. | Check the Appropriate Box if a Member of a Group | |||
| (a) x (see Item 8 below) | ||||
| (b) ¨ | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Australia | ||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. Sole Voting Power | |
| 500,000,000 (PBL Asia Investments Limited may also be deemed to have sole voting power with respect to these shares) | ||
| 6. Shared Voting Power | ||
| 500,000,000 (representing shares disclaimed, see Item 4 below) | ||
| 7. Sole Dispositive Power | ||
| 500,000,000 (PBL Asia Investments Limited may also be deemed to have sole dispositive power with respect to these shares) | ||
| 8. Shared Dispositive Power | ||
| 500,000,000 (representing shares disclaimed, see Item 4 below) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 500,000,000 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | x | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 41.4% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| HC, CO | ||||
Page 2 of 8 pages
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only). |
|||
| PBL Asia Investments Limited - Not applicable | ||||
| 2. | Check the Appropriate Box if a Member of a Group | |||
| (a) x (see Item 8 below) | ||||
| (b) ¨ | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Cayman Islands | ||||
| Number of Shares Beneficially Owned By Each Reporting Person With: | 5. Sole Voting Power | |
| 500,000,000 (Publishing and Broadcasting Limited may also be deemed to have sole voting power with respect to these shares) | ||
| 6. Shared Voting Power | ||
| 500,000,000 (representing shares disclaimed, see Item 4 below) | ||
| 7. Sole Dispositive Power | ||
| 500,000,000 (Publishing and Broadcasting Limited may also be deemed to have sole dispositive power with respect to these shares) | ||
| 8. Shared Dispositive Power | ||
| 500,000,000 (representing shares disclaimed, see Item 4 below) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 500,000,000 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | x | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 41.4% | ||||
| 12. | Type of Reporting Person | |||
| CO | ||||
Page 3 of 8 pages
| Item 1. | (a) |
NAME OF ISSUER | ||||||||||
| Melco PBL Entertainment (Macau) Limited | ||||||||||||
| (b) |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |||||||||||
| Penthouse, 38th Floor, The Centrium 60 Wyndham Street Central Hong Kong |
||||||||||||
| Item 2. | (a) |
NAME OF PERSON FILING | ||||||||||
| Publishing and Broadcasting Limited (“PBL”)
PBL Asia Investments Limited (“PBL Asia”) |
||||||||||||
| (b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE | |||||||||||
| Publishing and Broadcasting Limited Level 2, 54 Park Street Sydney NSW 2000 Australia
PBL Asia Investments Limited c/o Walkers SPV Limited Walker House, Mary Street George Town Grand Cayman Cayman Islands |
||||||||||||
| (c) |
CITIZENSHIP | |||||||||||
| PBL - Australia
PBL Asia - Cayman Islands |
||||||||||||
| (d) |
TITLE OF CLASS OF SECURITIES | |||||||||||
| Ordinary Shares (the “Ordinary Shares”) | ||||||||||||
| (e) |
CUSIP NUMBER | |||||||||||
| The CUSIP number for the Ordinary Shares is G5974W 10 3. The CUSIP number for the Issuer’s American depositary shares, each representing three Ordinary Shares, is 585464 10 0. | ||||||||||||
| Item 3. | ||||||||||||
| Not Applicable. | ||||||||||||
Page 4 of 8 pages
| Item 4. | OWNERSHIP | |||||||||||||||||
| The following sets forth the information with respect to the beneficial ownership of the Ordinary Shares by the Reporting Person as of February 14, 2007. | ||||||||||||||||||
| Reporting Person |
Amount |
Percentage of |
Sole power to |
Shared Power to |
Sole power to |
Shared power | ||||||
| PBL | 500,000,000 | 41.4% | 500,000,000* | 500,000,000 | 500,000,000 | 500,000,000* | ||||||
| PBL Asia | 500,000,000 | 41.4% | 500,000,000* | 500,000,000 | 500,000,000 | 500,000,000* | ||||||
| (1) Percent of class calculated based on 1,208,043,646 ordinary shares outstanding as of February 14, 2007. | ||||||||||||
| PBL Asia is the record holder of 500,000,000 Ordinary Shares. PBL Asia is an indirect and wholly owned subsidiary of PBL. PBL, through its ownership of PBL Asia, may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own the Ordinary Shares held by PBL Asia. PBL is listed on the Australian Stock Exchange. | ||||||||||||
| * On December 11, 2006, the Issuer, PBL Asia and PBL, Melco Leisure and Entertainment Group Limited (“Melco Leisure”), a British Virgin Islands company, and Melco International Development Limited (“Melco”), a Hong Kong company, entered into an amended and restated shareholders’ deed (the “Shareholders’ Deed”). See Exhibit 4.9 to the Issuer’s registration statement on Form F-1 (Registration Number 333-139088) for a form of the Shareholders’ Deed. Pursuant to the Shareholders’ Deed, PBL Asia and PBL, on the one hand, agreed with Melco Leisure and Melco, on the other hand, on voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause PBL Asia and PBL to be deemed to share voting and dispositive power over 500,000,000 Ordinary Shares beneficially owned by Melco Leisure and Melco for the purposes of Rule 13d-3 under the Act. Each of PBL Asia and PBL expressly disclaims beneficial ownership of any Ordinary Shares held by Melco Leisure and Melco pursuant to Rule 13d-4 under the Act, and the filing of this statement shall in no way be construed as an admission that either PBL Asia or PBL is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares. | ||||||||||||
| See also Item 8 below. | ||||||||||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |||||||||||||
| Not applicable. | ||||||||||||||
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | |||||||||||||
| Not applicable. | ||||||||||||||
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY | |||||||||||||
| Not applicable. | ||||||||||||||
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP | |||||||||||||
| Pursuant to the Shareholders’ Deed, PBL Asia and PBL, on the one hand, agreed with Melco Leisure and Melco, on the other hand, on voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause the parties to be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act. The existence of such group may cause either or both PBL Asia and PBL to be deemed the beneficial owner of 500,000,000 Ordinary Shares beneficially owned by Melco Leisure and Melco for the purposes of Rule 13d-5 under the Act. Each of PBL Asia and PBL acknowledges the potential attribution of Ordinary Shares beneficially owned by Melco Leisure and Melco but expressly disclaims beneficial ownership of any such Ordinary Shares, and the filing of this statement shall in no way be construed as an admission that either PBL Asia or PBL is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares. Neither Melco Leisure nor Melco is a reporting person on this statement. | ||||||||||||||
| Item 9. | NOTICE OF DISSOLUTION OF GROUP | |||||||||||||
| Not applicable. | ||||||||||||||
| Item 10. | CERTIFICATION | |||||||||||||
| Not applicable. | ||||||||||||||
Page 5 of 8 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated February 14, 2007
| FOR AND ON BEHALF OF Publishing and Broadcasting Limited | ||
| By: |
/s/ John Alexander | |
| Name: |
John Alexander | |
| Title: |
Director | |
| FOR AND ON BEHALF OF PBL Asia Investments Limited | ||
| By: |
/s/ Geoff Kleemann | |
| Name: |
Geoff Kleemann | |
| Title: |
Director | |
Page 6 of 8 pages
EXHIBIT INDEX
| Exhibit No. | Description | |
| 1. | Agreement with respect to filing of Schedule 13G, dated as of February 14, 2007, between Publishing and Broadcasting Limited and PBL Asia Investments Limited. |
Page 7 of 8 pages
Exhibit 1
AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other (as such term is defined in the Schedule 13G referred to below) on behalf of each other of a statement on Schedule 13G with the United States Securities and Exchange Commission (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share, of Melco PBL Entertainment (Macau) Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: February 14, 2007
| FOR AND ON BEHALF OF Publishing and Broadcasting Limited | ||
| By: |
/s/ John Alexander | |
| Name: |
John Alexander | |
| Title: |
Director | |
| FOR AND ON BEHALF OF PBL Asia Investments Limited | ||
| By: |
/s/ Geoff Kleemann | |
| Name: |
Geoff Kleemann | |
| Title: |
Director | |
Page 8 of 8 pages