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

Unaudited pro forma consolidated balance sheet as at theListing DateThe Manager is unable to prepare historical pro forma financial statements of LMIR Trust for the followingreasons:• Gajah Mada Plaza and Mal Lippo Cikarang were recently acquired by the respective Retail MallIndonesian SPCs, namely, PT Graha Baru Raya and PT Graha Nusa Raya, in early March 2006.Historical financial information for these two Retail Malls prior to their acquisition dates is not availablefrom the previous vendors and, there is no comparable historical financial information for the full yearsended 31 December 2004 and 31 December 2005;• Bandung Indah Plaza, Ekalokasari Plaza and Mal Lippo Cikarang have recently undergone majorrefurbishments and other repositioning initiatives. Given the repositioning initiatives, the Manager is ofthe view that any attempt to present the historical pro forma financial performance based on the actualresults of these three Retail Malls prior to their repositioning initiatives may not be comparable to theexpected results of these Retail Malls after the repositioning initiatives;• Cibubur Junction commenced its retail space leasing operations in September 2005. Given that therewere no activities for Cibubur Junction prior to September 2005, the historical financial information onCibubur Junction’s performance would not be available for the full financial years ended 31 December2004 and 31 December 2005. Accordingly, any historical pro forma financial information presented inrespect of Cibubur Junction’s short period of operations is unlikely to be meaningful or accurately reflectits financial performance;• Each of the Retail Spaces was wholly-owned by Matahari up to the Listing Date and was held for the useof Matahari’s retail businesses. As the activities relating to the Retail Spaces form an intrinsic part ofMatahari’s core business operations, Matahari does not keep separate financial records on these RetailSpaces. Accordingly, historical financial data is unavailable for each Retail Space; and• If historical pro forma financial information is prepared based on the terms of the Master LeaseAgreements to be entered into between the Master Lessee and the relevant Retail Space IndonesianSPC, such information will be in the nature of a forecast and will not reflect the historical financial resultsand position of LMIR Trust with respect to the Retail Spaces. Assumptions and bases which areprospective in nature would need to be made if LMIR Trust is to assume that such arrangements were inplace throughout the period covered by the historical pro forma financial information. As such, theManager believes that such historical pro forma financial information will be of little value to investors indeciding whether to acquire the Units and a profit forecast and profit projection based on, among otherthings, the terms of the Master Lease Agreements would be more meaningful to investors.For the reasons stated above, the SGX-ST has granted LMIR Trust a waiver from the requirement toprepare historical pro forma statements of total return, cash flow statements and balance sheets, subjectto the inclusion of the following financial information in this Prospectus:• profit forecast for Forecast Period 2007 and profit projections for Projection Year 2008 and ProjectionYear 2009;• pro forma consolidated balance sheet of LMIR Trust as at the Listing Date; and• disclosure of the reasons why the historical pro forma financial statements cannot be provided and thewaiver granted by the SGX-ST.The Unaudited Pro Forma Consolidated Balance Sheet as at the Listing Date has been prepared onthe bases set out in Section C of “Appendix B—Independent Accountants’ Report on theUnaudited Pro Forma Consolidated Balance Sheet as at the Listing Date”. The Unaudited ProForma Consolidated Balance Sheet should be read together with these bases.The objective of the Unaudited Pro Forma Consolidated Balance Sheet as at the Listing Date is to show,for illustrative purposes, what the financial position of LMIR Trust might be at the Listing Date, prepared onthe bases set out in Section C of “Appendix B—Independent Accountants’ Report on the Unaudited ProForma Consolidated Balance Sheet as at the Listing Date”. The Unaudited Pro Forma Consolidated96