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

Risk factorsretail-related purposes, and real estate related assets in connection with the foregoing purposes. Suchstrategy may not be changed for a period of three years commencing from the Listing Date (as the ListingManual prohibits a departure from the Manager’s stated investment strategy for LMIR Trust for the saidperiod unless otherwise approved by an Extraordinary Resolution passed by Unitholders). The Trust Deedgrants the Manager wide power to invest in other types of assets, including real estate, real estate-relatedassets, as well as listed and unlisted securities in Singapore and other jurisdictions and the Manager maychange its investment strategy after the expiry of the three-year period. There are risks and uncertaintieswith respect to the selection of investments and with respect to the investments themselves.Certain provisions of the Singapore Code on Take-overs and Mergers could have the effect ofdiscouraging, delaying or preventing a merger or acquisition, which could adversely affect themarket price of the Units.The MAS has announced on 8 June 2007 the decision of the Securities Industry Council to extend theambit of the Take-over Code to REITs. While the MAS will be making amendments to the SFA and theTake-over Code, where necessary, to give effect to the extension of the Take-over Code to REITs in duecourse, the Securities Industry Council has recommended that parties engaged in take-over or mergertransactions involving REITs comply with the Take-over Code prior to such amendments.The Take-over Code contains provisions that may delay, deter or prevent a future take-over or change incontrol of LMIR Trust. Under the Take-over Code, any person acquiring an interest, either individually orwith parties acting in concert, in 30.0% or more of the Units (being voting units in LMIR Trust) may berequired to extend a take-over offer for the remaining Units in accordance with the Take-over Code. A takeoveroffer is also required to be made if a person holding between 30.0% and 50.0% inclusive of the Units,either individually or in concert, acquires an additional 1.0% of the Units in any six-month period under theTake-over Code. While the application of the Take-over Code is intended to ensure equality of treatmentamong Unitholders, its provisions may discourage or prevent certain types of transactions involving anactual or threatened change of control of LMIR Trust and, as a result, may adversely affect the market priceof the Units and the ability to realise any potential change of control premium.The price of the Units may decline after the Offering.The Offering Price of the Units is determined by agreement between the Manager and the Underwritersand may not be indicative of the market price for the Units after the completion of the Offering. The Unitsmay trade at prices significantly below the Offering Price after the Offering. The trading price of the Unitswill depend on many factors, including:• the perceived prospects of LMIR Trust’s business and investments and the Indonesian retail real estatemarket;• differences between LMIR Trust’s actual financial and operating results and those expected byinvestors and analysts;• changes in analysts’ recommendations or projections;• changes in general economic, political or market conditions;• the market value of LMIR Trust’s assets;• the perceived attractiveness of the Units against those of other equity or debt securities, including thosenot in the real estate sector;• the balance of buyers and sellers of the Units;• the future size and liquidity of the Singapore REIT market;• any future changes to the regulatory system, including the tax system, both generally and specifically inrelation to Singapore REITs;• the ability of the Manager to successfully implement its investment and growth strategies;• foreign exchange rates; and86