LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

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StrategyThe Manager’s key objectives are to deliver regular and stabledistributions to Unitholders and to achieve long-term growth inthe NAV per Unit in order to provide Unitholders with capitalappreciation on their investments. The Manager plans to achievethese objectives through the following strategies:i) Acquisition Growth Strategy LMIR Trust’s acquisition growth strategy envisagesinvestments in retail and/or retail-related assets that arein the interest of Unitholdersii) Active Asset Enhancement and Management StrategyImplementing pro-active measures to enhance the returnsfrom existing and future properties. Such measures mayinclude: Addition and alteration works Leveraging and enhancing the properties’ competitivestrengths to optimise rentals Enhancement projects to maintain competitive positioningof the propertiesiii) Capital And Risk Management StrategyThe key aspects of the proposed capital and risk managementstrategy are as follows: Maintain a strong balance sheet by adopting and maintaininga target gearing ratio Secure diversified funding sources from financial institutionsand capital markets Adopt a proactive strategy to manage risks related to interestrate fluctuations Manage the foreign exchange exposure through hedging,where appropriate
Notice to investorsNo person is authorised to give any information or to make any representation not contained in thisProspectus and any information or representation not so contained must not be relied upon as having beenauthorised by or on behalf of LMIR Trust, the Manager, the Trustee, the Financial Adviser, the Underwriters,the Sponsor or the Property Manager. Neither the delivery of this Prospectus nor any offer, subscription,sale or transfer made hereunder shall under any circumstances imply that the information herein is correctas at any date subsequent to the date hereof or constitute a representation that there has been no changeor development reasonably likely to involve a material adverse change in the business, affairs, conditionsand prospects of LMIR Trust, the Manager, the Trustee or the Units since the date on the front cover of thisProspectus. Where such changes occur and are material or required to be disclosed by law, the SGX-STand/or any other regulatory or supervisory body or agency, the Manager will make an announcement of thesame to the SGX-ST and, if required, lodge and issue a supplementary document or replacementdocument pursuant to Section 298 of the Securities and Futures Act and take immediate steps tocomply with the said Section 298. Investors should take notice of such announcements anddocuments and upon release of such announcements and documents shall be deemed to have noticeof such changes.No representation, warranty or covenant, express or implied, is made by any of LMIR Trust, the Manager,the Trustee, the Financial Adviser, the Underwriters, the Sponsor, the Property Manager or any of theirrespective affiliates, directors, officers, employees, agents, representatives or advisers as to the accuracyor completeness of the information contained herein, and nothing contained in this Prospectus is, or shallbe relied upon as, a promise, representation or covenant by any of LMIR Trust, the Manager, theUnderwriters, the Sponsor, the Property Manager or the Trustee or their respective affiliates, directors,officers, employees, agents, representatives or advisers.Investors acknowledge that no person has been authorised to give any information or to make anyrepresentation concerning LMIR Trust or the Units other than as contained in this Prospectus, and, if givenor made, such other information or representation should not be relied upon as having been authorised byLMIR Trust, the Manager, the Trustee, the Sponsor, the Property Manager, the Financial Adviser or theUnderwriters.None of LMIR Trust, the Manager, the Financial Adviser, the Underwriters, the Sponsor, the PropertyManager and the Trustee or any of their respective affiliates, directors, officers, employees, agents,representatives or advisers is making any representation or undertaking to any purchaser or subscriber ofthe Units regarding the legality of an investment by such purchaser or subscriber under appropriate legal,investment or similar laws. In addition, this Prospectus is offered solely for the purpose of the Offering andinvestors in the Units should not construe any information contained in this Prospectus as legal, business,financial or tax advice. Investors should be aware that they are required to bear the financial risks of aninvestment in the Units, and may be required to do so for an indefinite period of time. Investors shouldconsult their own professional advisers as to the legal, tax, business, financial and related aspects of aninvestment in the Units.Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability,during office hours, from:UBS AG, acting throughits business group,UBS Investment BankOne Raffles Quay#50-01 North TowerSingapore 048583BNP Paribas,Singapore Branch20 Collyer QuayTung Centre #01-01Singapore 049319Oversea-Chinese BankingCorporation Limited65 Chulia StreetOCBC CentreSingapore 049513and, where applicable, from members of the Association of Banks in Singapore, members of the SGX-STand merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website:http://www.sgx.com.i
Page 1 and 2: LIPPO-MAPLETREEINDONESIA RETAIL TRU
Page 3 and 4: Metropolis Town SquareMall WTC Mata
Page 5 and 6: KeyInvestmentHighlightsStrong acqui
Page 7 and 8: Locked-in master leases with rental
Page 9: 1. Mall WTC Matahari UnitsRetail Sp
Page 13 and 14: Forward-looking statementsCertain s
Page 15 and 16: Market and industry informationThis
Page 17 and 18: SummaryThe following summary is qua
Page 19 and 20: a right of first refusal (the “RO
Page 21 and 22: • The management of all the Retai
Page 23 and 24: information was extracted are based
Page 25 and 26: 2006. It is estimated that the urba
Page 27 and 28: Further, the Retail Malls are manag
Page 29 and 30: Key Information on the PropertiesA
Page 31 and 32: Location of the Properties in Indon
Page 33 and 34: INFORMATION ON THE PROPERTIESThe Re
Page 35 and 36: Pictures of Gajah Mada Plaza19
Page 37 and 38: Percentage of contribution to LMIRT
Page 39 and 40: Number of tenants as at 30 June2007
Page 41 and 42: Car parking lots . . . . . . . . .
Page 43 and 44: Occupancy rate as at 30 June 2007.
Page 45 and 46: Year of building completion . . . .
Page 47 and 48: NLA as at 30 June 2007 . . . . . .
Page 49 and 50: Year of building completion . . . .
Page 51 and 52: Appraised value by Knight Frank as
Page 53 and 54: NPI for Forecast Period 2007,Projec
Page 55 and 56: Note:(1) Based on Strata Titles Own
Page 57 and 58: Note:(1) Based on Kiosks Sale and P
Page 59 and 60: Appraised value by Colliers as at30
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Percentage of contribution to LMIRT
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Notes:(1) These 14 Singapore SPCs (
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(See “Strategy—Capital and Risk
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Operating Companies: PT Multi Nusan
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Payable by LMIR Trust(c) Any other
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The offeringLMIR Trust . . . . . .
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Lock-ups . . . . . . . . . . . . .
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Listing and Trading . . . . . . . .
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Singapore are made in accordance wi
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Forecast Period2007Projection Year2
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Risk factorsProspective investors s
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Risk factorssimilar tenancy terms.
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Risk factors• losses arising from
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Risk factorsacquisitions is limited
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Risk factorsafter the proposed plan
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Risk factorsIf the tenure of the un
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Risk factorsThe Properties may be s
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Risk factorsRenovation work or phys
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Risk factorsSuch compulsory acquisi
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Risk factorsthereby materially and
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Risk factorsinterpretation by the I
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Risk factors• broad market fluctu
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Ownership of UnitsPRINCIPAL UNITHOL
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DistributionsThe distributable inco
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Exchange rates and exchange control
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CapitalisationThe following table s
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Unaudited pro forma consolidated ba
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Profit forecast and profit projecti
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StrategyDate, to the extent that LM
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StrategyGiven that there is limited
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Strategyterm funding in a more cost
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Business and propertiesIn addition,
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Business and propertiestheir daily
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Business and propertiesValuationEac
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Business and propertiesThe followin
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Business and propertiesINFORMATION
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Business and propertiesother strata
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Business and propertiesBecause of t
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Business and propertieswell-known c
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Business and propertiesThe largest
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Business and properties“Overview
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Business and properties200 sq m and
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Business and properties• Mal Cima
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Business and propertiesTHE PLAZA SE
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Business and propertiesThe table be
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Business and properties• Epicentr
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Business and propertiesMAL LIPPO CI
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Business and propertiesPercentage o
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Business and propertiesfloor. The o
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Business and properties• Pangrang
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Business and propertiesBANDUNG INDA
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Business and propertiesAmendment to
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Business and propertiesISTANA PLAZA
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Business and propertiesThe Istana P
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Business and propertiesRelevant inf
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Business and propertiesAppraised va
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Business and propertiesDescriptionP
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Business and propertiesSun PlazaMed
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The Manager and corporate governanc
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The SponsorThe business structure o
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The Sponsorshopping, entertainment
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The SponsorKEY SHAREHOLDERS OF THE
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The formation and structure of LMIR
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Certain agreements relating to LMIR
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Overview of relevant laws and regul
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TaxationSINGAPORE TAX IMPLICATIONST
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Taxationbe applied to reduce the co
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TaxationOn the rental payments to t
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Plan of distributionThe Manager is
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Plan of distributionThe restriction
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Plan of distributionNote:(1) Includ
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Plan of distributionArticle 31, sec
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Plan of distributionUnited States o
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Clearance and settlementINTRODUCTIO
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General information(1) The profit f
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General information(f)(g)(h)Rule 74
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Glossary% Per centum or percentageA
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GlossaryColliersColliers Internatio
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GlossaryIndonesian SPCsInterested P
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GlossaryNPIOCBC BankNet property in
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GlossaryRetail Space Singapore SPCs
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GlossaryUnit Lending AgreementUnit
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Appendix AINDEPENDENT ACCOUNTANTS
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Appendix BINDEPENDENT ACCOUNTANTS
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Appendix BLIPPO-MAPLETREE INDONESIA
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Appendix BPro Forma Consolidated Ba
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Appendix B(D)Pro Forma Consolidated
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Appendix B(x)(xi)(xii)(xiii)(xiv)S$
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Appendix BCash and cash equivalents
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Appendix BLeased assets—Leases in
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Appendix Btemporary difference; and
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Appendix B• The Trustee, the Mana
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Appendix BDeferred income represent
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Appendix Bfinancial year exceeds th
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Appendix Bprice is to be negotiated
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Appendix B4. Bandung Indah PlazaPT
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Appendix CINDEPENDENT SINGAPORE TAX
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Appendix CGains on disposal of shar
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Appendix CDisposal of UnitsSingapor
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Appendix DINDEPENDENT INDONESIAN TA
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Appendix DD-3
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Appendix DD-5
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Appendix DD-7
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Appendix EINDEPENDENT PROPERTY VALU
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Appendix EReport No.017/WPA-Report/
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Appendix ERef. No: V/2006/PKG/3819
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Appendix EVALUATION CERTIFICATEProp
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Appendix EPropertiesLandarea (m 2 )
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Appendix EADDENDUM—STATEMENT OF A
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Appendix FINDEPENDENT REPORT ON THE
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TABLE OF CONTENTSREPORT INSTRUCTION
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Report instructionsAbout Jones Lang
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Executive summaryIMPLICATIONS FOR R
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Overview of Indonesia and its Econo
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Retail Market OverviewTable 2.1.1 I
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Retail Market Overview2.3 Changing
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Retail Market Overviewretailers hav
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Retail Market OverviewCompletionyea
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Retail Market Overview2.7.5 Carrefo
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Retail Market OverviewIn view of th
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Overview of PortfolioAs the adminis
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Overview of PortfolioFigure 3.1.4:
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Overview of PortfolioFigure 3.2.2 B
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Overview of PortfolioFigure 3.2.4 S
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Overview of PortfolioFigure 3.2.6 M
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Overview of PortfolioFigure 3.3.1 L
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Overview of PortfolioMall WTC Matah
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Leased MallsFigure 4.1.1 Cibubur Ju
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Leased MallsTable 4.1.3 Major tenan
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Leased MallsTable 4.1.4 Cibubur Jun
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Leased Malls4.1.7 SWOT analysisTabl
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Leased Malls4.2 Plaza Semanggi4.2.1
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Leased Mallsnumber of international
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Leased MallsTaking the survey and t
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Leased Malls• There are two major
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Leased Mallsterms of its very promi
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Leased MallsFigure 4.3.2 Bandung In
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Leased Malls• In terms of reasons
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Leased Mallsand approximately 38,00
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Leased MallsWhile BIP is likely to
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Leased MallsFigure 4.4.2 Istana Pla
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Leased Malls• The main reason sta
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Leased Malls• Cihampelas Walk is
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Leased MallsFigure 4.4.4: Istana Pl
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Leased MallsOn the completion of th
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Leased MallsThe target market for M
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Leased MallsThe current Hypermart e
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Leased MallsFigure 4.6.2 Gajah Mada
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Leased Malls• Of all the malls in
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Leased Mallshypermart. The centre a
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Leased MallsTable 4.6.7: Rental pos
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Leased Malls4.7.3 Tenant mixThe cur
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Leased Mallsprimarily the city of B
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Leased MallsTable 4.7.5: Main compe
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Retail Spaces Malls5. RETAIL SPACES
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Retail Spaces MallsIn addition, loc
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Retail Spaces MallsThe store target
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Retail Spaces MallsTable 5.3.1: Cen
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Retail Spaces MallsFigure 5.3.3: Gr
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Retail Spaces MallsThis relatively
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Retail Spaces MallsStrata title sho
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Retail Spaces MallsMadiun are locat
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Retail Spaces MallsFigure 5.6.3 Pla
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Retail Spaces MallsThe centre has t
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Appendix GTERMS, CONDITIONS AND PRO
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Appendix G(15) The Manager reserves
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Appendix GAdditional Terms and Cond
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Appendix G(10) By completing and de
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Appendix GAdditional Terms and Cond
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Appendix GWhere your Electronic App
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Appendix GApplication to the Manage
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Appendix GTerms and Conditions for
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Appendix HLIST OF PRESENT AND PAST
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Appendix H(6) Mr Tan Boon LeongCurr
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Appendix HCurrent DirectorshipsMapl
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Appendix HCurrent DirectorshipsMapl
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LIPPO-MAPLETREE INDONESIA RETAIL TR
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