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

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The Manager and corporate governanceTHE MANAGER OF LMIR TRUSTThe Manager, Lippo-Mapletree Indonesia Retail Trust Management Ltd., was incorporated in Singaporeunder the Companies Act on 3 May 2007. As at the Listing Date, it has a paid-up capital of S$1.0 million, itsregistered office is located at 78 Shenton Way, #05-01 Lippo Centre, Singapore 079120 and its telephoneand facsimile numbers are (65) 6410 9138 and (65) 6220 6557, respectively.The Manager is 40.0% owned by Mapletree Capital and 60.0% owned by Peninsula Investment Ltd.Peninsula Investment Ltd is in turn 100.0% owned by Jesselton Investment Ltd, a wholly-owned subsidiaryof the Sponsor.Mapletree Capital, a wholly-owned subsidiary of MIPL, is a private limited company incorporated inSingapore under the Companies Act on 6 October 2004. As at 30 June 2007, it has a paid-up capital ofS$2.00 and its registered office is located at 1 Maritime Square, #13-01 HarbourFront Centre, Singapore099253. MIPL is a leading Asia-focused real estate company based in Singapore. The Mapletree Group,which MIPL is a part of, has an asset base of approximately S$4.5 billion (as at 30 June 2007) comprisingoffice, logistics, industrial, residential and retail/lifestyle properties. (See “Strategy—Acquisition GrowthStrategy—LMIR Trust’s relationship with the Mapletree Group”.)Directors of the ManagerThe Board is entrusted with the responsibility for the overall management of the Manager. The followingtable sets forth information regarding the Directors:Name Age Address PositionTan Bar Tien . . . . . . 57 129 Aroozoo Avenue Chairman,Singapore 539880 Non-Executive and Independent DirectorLim Ho Seng. . . . . . 64 100 Neo Tiew Road Non-Executive and Independent DirectorSingapore 719026Lok Vi Ming . . . . . . 46 21 Fernwood Terrace Non-Executive and Independent DirectorSingapore 458559Viven G. Sitiabudi . . 52 130 Tanjong Rhu Road Executive Director and Chief Executive OfficerPebble BayBlock M #17-12Singapore 436918Yeo Cheow Tong. . . 60 25 Maryland Drive Non-Executive DirectorSingapore 277519Tan Boon Leong . . . 54 89 Chuan Drive Non-Executive DirectorSingapore 554734Wong Mun Hoong . . 41 12A Lorong J Non-Executive DirectorTelok KurauSingapore 423489Ms Viven G. Sitiabudi and Mr Yeo Cheow Tong are nominees of the Sponsor. Mr Tan Boon Leong andMr Wong Mun Hoong are nominees of the Mapletree Group. Mr Tan Bar Tien, Mr Lim Ho Seng and Mr LokVi Ming are independent directors.Save as disclosed in this Prospectus, none of the Directors is related to one another, any substantialshareholder of the Manager or any Substantial Unitholder.Experience and expertise of the Board of DirectorsInformation on the business and working experience of each Director is set out below:Mr Tan Bar TienMr Tan Bar Tien is the Chairman as well as a Non-Executive and Independent Director of the Manager. Alawyer, Mr Tan has been running his own law firm, M/s B.T. Tan & Co, since 1982. With 30 years of188
The Manager and corporate governanceexperience in practice, Mr Tan has extensive experience in various aspects of law including corporate law,property law and litigation matters.Mr Tan has represented clients in transactions in relation to completed properties and properties underconstruction. Having been involved in conveyancing work for the last 28 years, Mr Tan is familiar with realestate matters such as property mortgages, sale and purchase of properties, construction loans anddeveloper’s projects, including the construction of properties on a progressive basis.Mr Tan graduated from the University of Singapore in 1976 with a degree in Bachelor of Laws (Honours),and was admitted as an Advocate and Solicitor of the High Court of Singapore in January 1977.Mr Lim Ho SengMr Lim Ho Seng is a Non-Executive and Independent Director of the Board. Mr Lim has over 20 years ofexperience in the retail industry. Mr Lim was formerly the Chief Executive Officer of NTUC Fairprice CooperativeLtd, which has investments in real estate and leases retail spaces to other retail tenants.From October 1992 to August 1997, Mr Lim was a director of Tampines Mall Pte Ltd which wasincorporated to develop and manage Tampines Mall shopping centre, which was subsequentlyacquired by CapitaMall Trust.Currently, Mr Lim is the Chairman of Baker Technology Limited and Sim Siang Choon Ltd, in addition toholding directorships on the boards of several other publicly listed companies in Singapore.Mr Lim is a Fellow of the Institute of Certified Public Accountants of Singapore, the Institute of CertifiedPublic Accountants, Australia, the Association of Chartered Certified Accountants, United Kingdom, theInstitute of Chartered Secretaries and Administrators, United Kingdom and the Singapore Institute ofDirectors.Mr Lok Vi MingMr Lok Vi Ming is a Non-Executive and Independent Director of the Board. He is currently a partner andhead of the Aviation Practice Group at M/s Rodyk & Davidson. Appointed as a Senior Counsel in 2005,Mr Lok is an internationally renowned aviation lawyer. He is featured in Euromoney Legal Media’s Guideand Guide to the World’s Leading Insurance and Reinsurance lawyers and also in the International Who’sWho of Aviation lawyers 2005.Mr Lok is a Fellow of the Singapore Institute of Arbitrators and has been appointed to the Regional Panel ofArbitrators with the Singapore International Arbitration Centre. He is a Fellow of the Singapore Academy ofLaw and is on the committee for the International Promotion of Singapore Law. He has been appointed bythe Honourable Chief Justice of Singapore to chair Disciplinary Committees convened to hear complaintsinto the conduct of lawyers. Mr Lok has lectured on Aviation Law at the Law Faculty of the NationalUniversity of Singapore and at the Singapore Aviation Academy. He is also the immediate past Chairmanof the Aerospace Committee of the Inter-Pacific Bar Association and is on the International Advisory Panelof the Registry of Aircraft Parts established under the Cape Town Convention.Mr Lok currently holds directorships in various companies including Singapore Cruise Center Pte Ltd,Singex Exhibitions Pte Ltd, and Singapore Food Industries Ltd. Since 2003, Mr Lok has been appointed asa director of Singex Venues Pte Ltd, which operates and manages Singapore Expo, the largest exhibitionand convention centre in Singapore.Mr Lok graduated with a Bachelor of Law (Honours) from the National University of Singapore in 1986.Ms Viven G. SitiabudiMs Viven G. Sitiabudi (also known as Mrs Viven Gouw) is an Executive Director of the Board and the ChiefExecutive Officer of the Manager. Ms Sitiabudi has more than 20 years of experience in management,marketing and sales.Since 2004, Ms Sitiabudi has been appointed the President Director of the Sponsor, especially followingthe Sponsor’s internal restructuring which involved the merger of eight different entities. Under herstewardship in the past three years, the Sponsor has become the largest listed property company inIndonesia to date. She has been integral in identifying the opportunity for the Sponsor to invest in retail189
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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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Risk factorsIf the tenure of the un
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Risk factorsThe Properties may be s
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Risk factorsRenovation work or phys
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Risk factorsSuch compulsory acquisi
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Risk factorsthereby materially and
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Risk factorsinterpretation by the I
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Risk factors• broad market fluctu
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Ownership of UnitsPRINCIPAL UNITHOL
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DistributionsThe distributable inco
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Exchange rates and exchange control
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CapitalisationThe following table s
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Unaudited pro forma consolidated ba
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Profit forecast and profit projecti
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StrategyDate, to the extent that LM
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StrategyGiven that there is limited
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Strategyterm funding in a more cost
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Business and propertiesIn addition,
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Business and propertiestheir daily
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Business and propertiesValuationEac
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Business and propertiesThe followin
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Business and propertiesINFORMATION
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Business and propertiesother strata
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Business and propertiesBecause of t
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Business and propertieswell-known c
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Business and propertiesThe largest
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Page 157 and 158: Business and properties• Mal Cima
Page 159 and 160: Business and propertiesTHE PLAZA SE
Page 161 and 162: Business and propertiesThe table be
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Page 165 and 166: Business and propertiesMAL LIPPO CI
Page 169 and 170: Business and propertiesPercentage o
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Page 173 and 174: Business and properties• Pangrang
Page 175 and 176: Business and propertiesBANDUNG INDA
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Page 181 and 182: Business and propertiesISTANA PLAZA
Page 185 and 186: Business and propertiesThe Istana P
Page 187 and 188: Business and propertiesRelevant inf
Page 193 and 194: Business and propertiesAppraised va
Page 201 and 202: Business and propertiesDescriptionP
Page 203: Business and propertiesSun PlazaMed
Page 207 and 208: The Manager and corporate governanc
Page 225 and 226: The SponsorThe business structure o
Page 227 and 228: The Sponsorshopping, entertainment
Page 229 and 230: The SponsorKEY SHAREHOLDERS OF THE
Page 231 and 232: The formation and structure of LMIR
Page 239 and 240: Certain agreements relating to 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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