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

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Ownership of UnitsMapletree LMMapletree LM is a wholly-owned subsidiary of Mapletree Dextra, which is in turn, a wholly-ownedsubsidiary of MIPL. Mapletree LM is a private limited company incorporated in Singapore under theCompanies Act on 29 May 2007. As at 29 May 2007, it has a paid-up capital of S$2.00 and its registeredoffice is located at 1 Maritime Square, #13-01 HarbourFront Centre, Singapore 099253. MIPL is a leadingAsia-focused real estate company based in Singapore. MIPL and its subsidiaries, comprising theMapletree Group, have an asset base of approximately S$4.5 billion (as at 30 June 2007) comprisingoffice, logistics, industrial, residential and retail/lifestyle properties.Mapletree LM will be subscribing for 127,250,000 Units, representing 12.0% of the total issued Units ofLMIR Trust as at the Listing Date.90
DistributionsThe distributable income of LMIR Trust (“Distributable Income”) is substantially based on the cash flow ofLMIR Trust.The cash flow generated by the Indonesian SPCs, from owning and letting out spaces in the Retail Mallsand the Retail Spaces, will be received by the Singapore SPCS in the form of (1) dividend income; (2)repayment of principal on the shareholders’ loans extended by the Singapore SPCs to the respectiveIndonesian SPCs and (3) interest payment on the shareholders’ loans. The amount of principal repaymenton the shareholders’ loans will be mainly equivalent to the total amount of depreciation expense of theProperties, thereby extracting such cash trapped in the Indonesian SPCs.Thereafter, the cash flow will be received by LMIR Trust from the Target Singapore SPCs in the form of(1) tax-exempt dividends; and (2) proceeds from redemption of the redeemable preference shares in theTarget Singapore SPCs.The Manager’s distribution policy is to distribute 100.0% of the tax-exempt income (after deduction ofapplicable expenses) and capital receipts of LMIR Trust for the Forecast Period 2007, Projection Year2008 and Projection Year 2009 and at least 90.0% of the tax-exempt income (after deduction of applicableexpenses) and capital receipts of LMIR Trust thereafter. The tax-exempt income comprises dividendsreceived from the Target Singapore SPCs, which are ultimately paid out of income derived by theIndonesian SPCs from the leasing of the Properties. The capital receipts comprise amounts receivedby LMIR Trust from the redemption of redeemable preference shares in the Target Singapore SPCs.The Manager believes that it is appropriate to distribute 100.0% of the tax-exempt income (after deductionof applicable expenses) and capital receipts of LMIR Trust for the Forecast Period 2007, Projection Year2008 and Projection Year 2009 given that in relation to the Retail Spaces, the Master Lessee under each ofthe Master Lease Agreements is responsible for all repair and replacement works in relation to themechanical and electrical equipment which are of a capital nature for the first 30 months of the lease term.In addition, asset enhancement works are currently being carried out at The Plaza Semanggi and haverecently been completed at Bandung Indah Plaza, Mal Lippo Cikarang and Ekalokasari Plaza, and theManager expects the capital expenditure required for each of these Retail Malls subsequent to thecarrying out of asset enhancement works to be low for the period leading up to the end of Projection Year2009.The Manager’s distribution policy for the period subsequent to the Projection Year 2009 is intended toprovide for some flexibility in the retention of some of the tax-exempt income (after deduction of applicableexpenses) and capital receipts of LMIR Trust for the benefit of LMIR Trust.The actual level of distribution will be determined at the Manager’s discretion. The actual proportion of taxexemptincome and capital receipts to be distributed to Unitholders beyond Projection Year 2009 may begreater than 90.0% if the Manager believes it to be appropriate, having regard to LMIR Trust’s fundingrequirements, other capital management considerations and ensuring the overall stability of distributions.Distributable Income is generally calculated as follows:Indonesian SPCs level:Consolidated net profit from operations is calculated by:a) Adding all NPI of the Indonesian SPCs to arrive at consolidated NPI;b) Deducting general and administrative expenses (non property-related) and all relevant domestictaxes (if any), including but not limited to final income tax on rental income received and Indonesianwithholding tax on offshore interest and dividend payable at the Indonesian SPCs level; andc) Adding or deducting (as the case may be) the difference (if any) between the amount of rent due forthe relevant period and the amount recorded as rental revenue arising from amortisation of rent freeperiods.91
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LIPPO-MAPLETREEINDONESIA RETAIL TRU
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Metropolis Town SquareMall WTC Mata
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KeyInvestmentHighlightsStrong acqui
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Locked-in master leases with rental
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1. Mall WTC Matahari UnitsRetail Sp
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Notice to investorsNo person is aut
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Forward-looking statementsCertain s
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Market and industry informationThis
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SummaryThe following summary is qua
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a right of first refusal (the “RO
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• The management of all the Retai
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information was extracted are based
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2006. It is estimated that the urba
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Further, the Retail Malls are manag
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Key Information on the PropertiesA
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Location of the Properties in Indon
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INFORMATION ON THE PROPERTIESThe Re
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Pictures of Gajah Mada Plaza19
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Percentage of contribution to LMIRT
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Number of tenants as at 30 June2007
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Car parking lots . . . . . . . . .
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Occupancy rate as at 30 June 2007.
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Year of building completion . . . .
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NLA as at 30 June 2007 . . . . . .
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Year of building completion . . . .
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Appraised value by Knight Frank as
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NPI for Forecast Period 2007,Projec
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Page 57 and 58: Note:(1) Based on Kiosks Sale and P
Page 59 and 60: Appraised value by Colliers as at30
Page 61 and 62: Percentage of contribution to LMIRT
Page 63 and 64: Notes:(1) These 14 Singapore SPCs (
Page 65 and 66: (See “Strategy—Capital and Risk
Page 67 and 68: Operating Companies: PT Multi Nusan
Page 69 and 70: Payable by LMIR Trust(c) Any other
Page 71 and 72: The offeringLMIR Trust . . . . . .
Page 73 and 74: Lock-ups . . . . . . . . . . . . .
Page 75 and 76: Listing and Trading . . . . . . . .
Page 77 and 78: Singapore are made in accordance wi
Page 79 and 80: Forecast Period2007Projection Year2
Page 81 and 82: Risk factorsProspective investors s
Page 83 and 84: Risk factorssimilar tenancy terms.
Page 85 and 86: Risk factors• losses arising from
Page 87 and 88: Risk factorsacquisitions is limited
Page 89 and 90: Risk factorsafter the proposed plan
Page 91 and 92: Risk factorsIf the tenure of the un
Page 93 and 94: Risk factorsThe Properties may be s
Page 95 and 96: Risk factorsRenovation work or phys
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Page 101 and 102: Risk factorsinterpretation by the I
Page 103 and 104: Risk factors• broad market fluctu
Page 105: Ownership of UnitsPRINCIPAL UNITHOL
Page 109 and 110: Exchange rates and exchange control
Page 111 and 112: CapitalisationThe following table s
Page 113 and 114: Unaudited pro forma consolidated ba
Page 115 and 116: Profit forecast and profit projecti
Page 129 and 130: StrategyDate, to the extent that LM
Page 131 and 132: StrategyGiven that there is limited
Page 133 and 134: Strategyterm funding in a more cost
Page 135 and 136: Business and propertiesIn addition,
Page 137 and 138: Business and propertiestheir daily
Page 139 and 140: Business and propertiesValuationEac
Page 141 and 142: Business and propertiesThe followin
Page 143 and 144: Business and propertiesINFORMATION
Page 145 and 146: Business and propertiesother strata
Page 147 and 148: Business and propertiesBecause of t
Page 149 and 150: Business and propertieswell-known c
Page 151 and 152: Business and propertiesThe largest
Page 153 and 154: Business and properties“Overview
Page 155 and 156: 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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