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

a right of first refusal (the “ROFR”) over any retail properties located in Indonesia (each such propertyreferred to as a “Relevant Asset”):(a)(b)which the Sponsor or any of its subsidiaries (each a “Sponsor Entity”) proposes to sell or transfer(whether such Relevant Asset is wholly-owned or partly-owned by the Sponsor Entity andexcluding any sale of such Relevant Asset by a Sponsor Entity to any related corporation ofsuch Sponsor Entity pursuant to a reconstruction, amalgamation, restructuring, merger or anyanalogous event) to an unrelated third party; orfor which a proposed offer for sale or transfer of such Relevant Asset has been made to a SponsorEntity.(See “Certain Agreements Relating to LMIR Trust and the Properties—Description of the Right of FirstRefusal Agreement”.)As at Listing Date, the scope of the ROFR encompasses five properties currently under development bythe Sponsor and/or its subsidiaries, as set out in the table below (the “ROFR Properties”):ROFR Propertiesunder developmentLocationExpected dateof completionEstimatedGross FloorArea (‘‘GFA”)EstimatedNLA(sq m) (sq m)Binjai Supermall . . . . . . . . . . North Sumatra Fourth quarter of 2007 23,615 18,300Pejaten Mall . . . . . . . . . . . . . South Jakarta Second quarter of 2008 57,948 40,327Kuta Beach Mall . . . . . . . . . . Kuta, Bali Second half of 2008 41,562 30,735Kemang City Mall . . . . . . . . . South Jakarta First half of 2009 77,555 56,052Puri “Paragon City” . . . . . . . . West Jakarta Second half of 2009 196,400 127,660397,080 273,074• The ROFR Properties are expected to have an aggregate GFA of approximately 397,080 sq m, and anaggregate NLA of approximately 273,074 sq m. If LMIR Trust acquires all the ROFR Properties, theaggregate NLA of LMIR Trust’s initial property portfolio will increase by over 270,000 sq m, and willrepresent an increase of approximately 87.4% of the aggregate NLA of LMIR Trust’s initial propertyportfolio as at 30 June 2007. The Manager believes that the ROFR granted to LMIR Trust provides avisible pipeline of future acquisitions and will greatly enhance LMIR Trust’s growth profile and presencein the Indonesian retail market given the estimated size and quality of the ROFR Properties.• In addition to the above ROFR Properties, the Sponsor, the largest listed property developer inIndonesia by market capitalisation and a leading retail mall developer in Indonesia, is expected tocontinue developing retail mall properties across Indonesia. These potential developments furtherenhance the acquisition pipeline for LMIR Trust.• The Manager may also acquire retail malls located in Indonesia from third party owners that are notrelated to the Sponsor and which satisfy LMIR Trust’s investment criteria and strategy. Ownership ofretail malls in Indonesia is highly dispersed and fragmented. This provides LMIR Trust with significantopportunities for such acquisitions. As at the Latest Practicable Date, the Manager has entered into anon-binding memorandum of understanding with:(i)(ii)(iii)PT. Multi Pratama Gemilang Perkasa (Pikko Group) in respect of the potential acquisition by LMIRTrust of Cosmopolitan Mall Pluit, a retail mall located in North Jakarta;Zellwager Enterprise Limited in respect of the potential acquisition by LMIR Trust of Sun Plaza, aretail mall located in Medan, North Sumatra; andPT. Pakuwon Permai in respect of the potential acquisition by LMIR Trust of Supermal PakuwonIndah and Pakuwon Trade Center, a retail mall located in West Surabaya, East Java.The Manager understands that Cosmopolitan Mall Pluit is currently undergoing asset enhancementworks, with such works scheduled for completion in the second half of 2008. The acquisition ofCosmopolitan Mall Pluit is likely to take place by the second half of 2008.3