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

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Business and propertiesASSET ENHANCEMENTThe Manager will continually review and investigate asset enhancement works for each Property. The aimof this is to create further income streams and maximise retail offering at each mall. To do this, theManager intends to work with relevant Indonesian authorities to gain the necessary approvals. The tablebelow gives a summary of potential and completed asset enhancement works.PropertyGajah Mada Plaza . . . . . . . .Cibubur Junction . . . . . . . . . .The Plaza Semanggi. . . . . . .Mal Lippo Cikarang . . . . . . . .Ekalokasari Plaza . . . . . . . . .Bandung Indah Plaza . . . . . .Istana Plaza . . . . . . . . . . . . .Key asset enhancement plans• Potential improvements to the façade, main lobby, atrium and furtherenhancement of the tenancy mix will be investigated.• Expansion of Matahari Department Store at the third level has beenrecently completed.• Relocation of the food court from the upper level to the basement.• Development of “Plangi on the Sky”, a rooftop open air cafe, addingapproximately 3,000 sq m to the NLA.• Expansion of NLA by 10,694 sq m from construction of an extensionannex has been recently completed.• As at 30 June 2007, 8,539 sq m or approximately 79.8% of theadditional NLA created from asset enhancement has been precommittedto Hypermart.• Reconfiguration of the Matahari Department Store.• Addition of a third floor with NLA of approximately 3,263 sq m and amezzanine with NLA of approximately 1,750 sq m has been recentlycompleted. The additional NLA will be occupied by a food court,proposed fitness centre and potentially, a cinema which, together,anchor the top levels of the centre, which is expected to enhanceshopper traffic on the higher floors of the mall and average grossrentals for the entire mall.• As at 30 June 2007, 670 sq m or approximately 13.4% of the additionalNLA created from the asset enhancement works has been precommitted.• An additional NLA of approximately 3,843 sq m has been recentlycompleted.• Investigate converting ice skating rink to retail.Each of Bandung Indah Plaza, Mal Lippo Cikarang and Ekalokasari Plaza has either obtained, or is in theprocess of obtaining, final local government approval for the recently completed asset enhancementworks which have created additional NLA.INSURANCEThe Properties are insured consistent with industry practice in Indonesia. This includes property damage,public liability insurance (including personal injury) policies, earthquakes, terrorism and sabotage. Thereare no significant or unusual excess or deductible amounts required under such policies. There are,however, certain types of risks that are not covered by such insurance policies, including acts of war andoutbreaks of contagious diseases.LEGAL PROCEEDINGSNone of LMIR Trust, the Manager and the Master Lessee is currently involved in any material litigation nor,to the best of the Manager’s knowledge, is any material litigation currently contemplated or threatenedagainst LMIR Trust, the Manager and the Master Lessee.ENCUMBRANCESAs at the Listing Date, there are no encumbrances which are outstanding with regard to any of theProperties.126
Business and propertiesINFORMATION REGARDING THE TITLE OF THE PROPERTIESThe Retail MallsEach of the seven Retail Malls is wholly-owned by a Retail Mall Indonesian SPC which is, in turn, owned bytwo Retail Mall Singapore SPCs (See “—Summary of Ownership Structure of the Retail Malls”). LMIRTrust will, via its direct or indirect ownership of 100% of the shares of each of the Retail Mall SingaporeSPCs, indirectly hold the Retail Malls. (See “Certain Agreements Relating to LMIR Trust and theProperties—Summary of Ownership Structure of the Retail Malls”.) With the exception of Gajah MadaPlaza and Mal Lippo Cikarang, LMIR Trust owns the remaining five Retail Malls via BOT Schemes (asdefined below) and does not directly own the land on which the relevant Retail Mall is situated.The table below sets out the types of titles held by LMIR Trust:Retail mall Title held by the land owner (1) Title/right held by LMIR Trust (2)Gajah Mada Plaza . . . . . . . . . . Strata titles Strata titlesCibubur Junction . . . . . . . . . . . . HGB title BOT SchemeThe Plaza Semanggi. . . . . . . . . HP title BOT SchemeMal Lippo Cikarang . . . . . . . . . . HGB title HGB titleEkalokasari Plaza . . . . . . . . . . . HP title BOT SchemeBandung Indah Plaza . . . . . . . . HPL titles BOT Scheme and HGB titles ontop of HPL titles (3)Istana Plaza . . . . . . . . . . . . . . . HGB titles BOT SchemeNotes:(1) The title held by the owner of the land on which the Retail Mall is situated.(2) The title/right held by LMIR Trust via its ownership of shares in the respective Retail Mall SingaporeSPCs.(3) The BOT Grantor has granted the BOT Grantee, the owner of Bandung Indah Plaza, the right to applyfor HGB titles on top of its HPL titles. (See “—Hak Pengelolaan (“HPL”) titles”.)Build, operate and transfer schemes (“BOT schemes”)The relevant Retail Mall Indonesian SPCs will own five of the seven Retail Malls, namely, Cibubur Junction,The Plaza Semanggi, Ekalokasari Plaza, Bandung Indah Plaza and Istana Plaza, via BOT Schemes. Therelevant Retail Mall Indonesian SPCs are in turn owned by two Retail Mall Singapore SPCs. As at theListing Date, LMIR Trust will, via its direct or indirect ownership of 100% of the shares of each of the RetailMall Singapore SPCs, indirectly hold these Retail Malls. A BOT Scheme is not registrable with anyIndonesian authority. Rights under a BOT Scheme do not amount to a legal title and represent onlycontractual interests.Pursuant to BOT Schemes, the owner of the land on which the relevant Retail Mall is situated or the partythat is appointed by the land owner (the “BOT Grantor”) has granted the relevant Retail Mall IndonesianSPC (the “BOT Grantee”), a right to build and operate the Retail Mall for a particular period of time asstipulated in the BOT Agreement.The respective BOT Grantor for the relevant Retail Malls are not related or affiliated with the respectiveVendors or the Sponsor. The relevant BOT Grantors are regional Indonesian Government enterprises,Indonesian Government agencies and a church foundation.In exchange for the right to build and operate the Retail Mall on the land owned by the BOT Grantor, theBOT Grantee is obliged to pay a certain compensation (as stipulated in the BOT Agreement) to the BOTGrantor. The relevant Retail Mall Indonesian SPC, as the BOT Grantee, financed the construction of therelevant Retail Mall and on an ongoing basis, pays for the asset enhancement works of the Retail Mall (ifany). Depending on the terms of the relevant BOT agreement, the payment by the BOT Grantee may bemade in the form of a lump sum (Istana Plaza and Ekalokasari Plaza, both of which have been fully paid) orstaggered (Bandung Indah Plaza, Cibubur Junction and The Plaza Semanggi).127
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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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Risk factorssimilar tenancy terms.
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Risk factors• losses arising from
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Risk factorsacquisitions is limited
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Risk factorsafter the proposed plan
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Page 153 and 154: Business and properties“Overview
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Business and propertiesAppraised va
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Business and propertiesRelevant inf
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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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