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

Risk factorsinterpretation by the IRAS of the tax laws that affect the approval and the ruling, the tax exemption andruling may no longer apply, possibly on a retroactive basis.Foreign Unitholders may not be permitted to participate in future rights issues by LMIR Trust.The Trust Deed provides that in relation to any rights issue, the Manager may, in its absolute discretion,elect not to extend an offer of Units under a rights issue to those Unitholders whose addresses, asregistered with CDP, are outside Singapore. The rights or entitlements to the Units to which suchUnitholders would have been entitled will be offered for sale and sold in such manner, at such priceand on such other terms and conditions as the Manager may determine, subject to such other terms andconditions as the Trustee may impose. The proceeds of any such sale will be paid to the Unitholders whoserights or entitlements have been so sold, provided that where such proceeds payable to the relevantUnitholders are less than S$10.00, the Manager is entitled to retain such proceeds as part of theDeposited Property. The holding of the relevant holder of the Units may be diluted as a result of such sale.The actual performance of LMIR Trust and the Properties could differ materially from theforward-looking statements in this Prospectus.This Prospectus contains forward-looking statements regarding, among other things, forecast andprojected distribution levels. These forward-looking statements are based on a number ofassumptions which are subject to significant uncertainties and contingencies, many of which areoutside of the Manager’s control (see “Profit Forecast and Profit Projection—Assumptions”). Inaddition, LMIR Trust’s revenue is dependent on a number of factors including the receipt of dividendsand redemption proceeds from the Target Singapore SPCs and rent from the Properties held through theSingapore SPCs, which may decrease for a number of reasons including the lowering of occupancy andrental rates, insolvency or delay in rent payment by tenants. This may adversely affect LMIR Trust’s abilityto achieve the forecast and projected distributions as some or all events and circumstances assumed maynot occur as expected, or events and circumstances may arise which are not currently anticipated. Actualresults may be materially different from the forecast and projections. No assurance can be given that theassumptions will be realised and that actual distributions will be as forecast and projected.The Manager is not obliged to redeem Units.Unitholders have no right to request the Manager to redeem their Units while the Units are listed on the SGX-ST. It is intended that Unitholders may only deal in their listed Units through trading on the SGX-ST.The Units have never been publicly traded and the listing of the Units on the Main Board ofthe SGX-ST may not result in an active or liquid market for the Units.Prior to the Offering, there was no public market for the Units and an active public market for the Units may notdevelop or be sustained after the Offering. While the Manager has received a letter of eligibility from the SGX-ST to have the Units listed and quoted on the Main Board of the SGX-ST, listing and quotation does notguarantee the development of a trading market for the Units or, if a market does develop, the liquidity of thatmarket for the Units. Prospective Unitholders should view the Units as illiquid and should be prepared to holdtheir Units for an indefinite length of time. Further, it may be difficult to assess LMIR Trust’s performanceagainst either domestic or international benchmarks.There is no assurance that the Units will remain listed on the SGX-ST.Although it is currently intended that the Units will remain listed on the SGX-ST, there is no guarantee of thecontinued listing of the Units. LMIR Trust may not continue to satisfy any future listing requirements of theSGX-ST.The Manager may change LMIR Trust’s investment strategy as there is no restriction onchanges in such investment and financing strategies.LMIR Trust’s policy with respect to certain activities, including investments and acquisitions, will bedetermined by the Manager. The Manager has stated its intention to own and invest on a long-term basis ina diversified portfolio of income-producing real estate in Indonesia that are primarily used for retail and/or85