UPDATE 3-Disney to pump $452 mln new funds into HK theme park

* Disney to invest $452 mln, convert loan to equity

* HK gov't to swap debt for equity but inject no new funds

* Deal will leave HK as majority stakeholder with 52 pct

* Seen as necessary to compete with rival park in Shanghai (Adds Disney comment, details; changes byline, dateline)

By James Pomfret and Gina Keating

HONG KONG/LOS ANGELES, June 30 (Reuters) - Hong Kong said on Tuesday that Walt Disney Co (DIS.N) will invest $452 million to expand its Hong Kong theme park, seen as necessary to bolster the park's long-term prospects against a planned rival park in Shanghai.

Hong Kong Chief Executive Donald Tsang said Hong Kong would not invest more capital in the joint venture but would convert a substantial part of its loan to the project into equity. He said Disney's capital investment would be about HK$3.5 billion.

Disney will also convert the entire balance of its outstanding HK$2.76 billion loan to the theme park into equity.

Disney Parks spokeswoman Leslie Goodman said the company was pleased to have completed an agreement "that will benefit both parties" after two years of negotiations.

"The expansion deal will contribute to Hong Kong's appeal as an international, family-friendly tourist destination and the resort's long-term success," Goodman said in a statement, adding that the company was eager to start work.

The expansion consists of 30 new attractions in three new "lands," two of which will be exclusive to Hong Kong Disneyland for five years after opening, a source familiar with the plan said. The park will have exclusive rights in Asia to the third new "land" for five years, the source said.

The first area will take three years to complete and the next two will begin over the following two years with the entire expansion set for completion in 2014, the source said.

Hong Kong lawmakers are set to vote July 10 on the HK$3.63 billion deal to boost the park's total area by 23 percent.

As part of the deal, Disney promised to boost transparency by disclosing its annual visitor figures and financial performance for the Hong Kong park. The first report is expected at the end of the park's 2009 fiscal year.

SHANGHAI RIVAL

"In total this means that the Walt Disney Company will invest about HK$6.2 billion new capital in demonstration of the company's confidence in Hong Kong Disneyland," said Rita Lau, Hong Kong's Secretary for Commerce and Economic Development.