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

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Business and propertiesOVERVIEWLMIR Trust is a Singapore-based REIT constituted by the Trust Deed. It is established with the principalinvestment objective of owning and investing on a long-term basis in a diversified portfolio of incomeproducingreal estate in Indonesia that are primarily used for retail and/or retail-related purposes, and realestate related assets in connection with the foregoing purposes.LMIR Trust seeks to produce regular and stable distributions to Unitholders and to achieve long-termgrowth in NAV per Unit through growth in rental yields and acquisitions which are in the interests ofUnitholders. LMIR Trust’s initial asset portfolio, as at the Listing Date, comprises the seven Retail Mallsand seven Retail Spaces, all of which are located in Indonesia.The Properties will be the initial assets which LMIR Trust will invest in and own. Subsequently, the Manageraims to produce attractive total returns for Unitholders by, among other things:• selective acquisition of properties that meet the Manager’s investment criteria;• active asset enhancement and management of LMIR Trust’s property portfolio to maximise returns; and• employment of optimum capital structure and risk management.Competitive strengthsThe Manager believes that the competitive strengths of the Properties include:• The Properties are located in major cities of Indonesia amidst a growing and affluent urbanmiddle class.The Properties are mainly located within Greater Jakarta and Bandung, Indonesia’s fourth mostpopulous city.Jakarta, Indonesia’s capital and largest city, has seen its total household expenditure increase by anaverage of 12.8% per annum from 2001 to 2006, rising from Rp. 19,277 billion in 2001 toRp. 35,273 billion in 2006. Bandung has seen a similar growth in its total household expenditure,rising from Rp. 4,825 billion in 2001 to Rp. 8,317 billion in 2006, an average growth of 11.5% per annumfrom 2001 to 2006.Economic development in Indonesia has seen a significant growth of the middle class over the past fiveyears. This middle income group is considered one of the vital contributors to the economy and isperceived as the most prospective target in mass consumer markets. Based on the Social EconomicSurvey (SES) by ACNielsen 1 conducted in nine major cities in Indonesia, the share of population of themiddle income group (classified as SES A, B & C) has steadily grown from 50.0% in 2001 to 64.0% in2006. It is estimated that the urban middle income population in Indonesia totals approximately66 million people. This particular group is likely to be considered a major target market for modernretail shopping centres.Retail spending in these cities has been further boosted by a shift in lifestyle towards a higher level ofconsumerism, partially brought about by the introduction of foreign brands and designer labels. Theseforeign brands and designer labels typically have higher margins and are willing to pay higher rentals forprime and sizeable retail space. The proliferation of hypermarkets and supermarkets over traditionalmarkets has also increased shopper traffic to modern retail malls.1 Source: ACNielsen Social Economic Survey. ACNielsen has not provided its consent, for the purposesof section 249 (read with section 302) of the SFA, to the inclusion of the information extracted from therelevant report issued by it, and is thereby not liable for such information under sections 253 and 254(read with section 302) of the SFA. While the Manager has taken reasonable action to ensure that theinformation has been reproduced in its proper form and context, and that it has been extractedaccurately and fairly, neither the Manager nor any other party has conducted an independentreview of, nor verified the accuracy of, such information.118
Business and propertiesIn addition, the geographic diversification of the Properties reduces LMIR Trust’s dependence on anysingle regional market and, accordingly, contributes to the stability of LMIR Trust’s future income.(See “Appendix F—Independent Report on the Indonesian Retail Property Market”.)60GRDP Per Capita by Indonesian City (Current Prices), 2003-2005*Rp Millions50403020200320042005100Indonesia Jakarta Bandung Surabaya Semarang MedanCity* Figures for Indonesia, Jakarta & Bandung are for 2003-20052005 figures for Surabaya, Semarang and Medan are not availableSource: “Appendix F—Independent Report on the Indonesian Retail Property Market”Socio-Economic Survey in Indonesia (1) , 2001-2006Percentage100%90%80%70%60%50%40%30%Monthlyhousehold expenditureA (Above Rp. 2 mil/month)B (Rp. 1.5-2 mil/month)C1 (Rp. 1.0-1.5 mil/month)C2 (Rp. 0.7-1.5 mil/month)D (Rp. 0.5-0.7 mil/month)E (Below Rp. 0.5mil/month)20%10%0%2001 2002 2003 2004 2005 2006Note:(1) AC Nielsen Socio-Economic Survey is based on monthly household expenditure, not actual income.No standard can be used (or widely accepted) to calculate direct relation between expenditure andincome.Source: “Appendix F—Independent Report on the Indonesian Retail Property Market”119
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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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Note:(1) Based on Strata Titles Own
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Note:(1) Based on Kiosks Sale and P
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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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Page 143 and 144: Business and propertiesINFORMATION
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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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