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

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The Manager and corporate governancetransactions” (as defined therein) (both such types of transactions constituting “Related PartyTransactions”);• monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manualand the Property Funds Guidelines;• reviewing arrangements by which employees of LMIR Trust may, in confidence, raise concerns aboutpossible improprieties in matters of financial reporting or other matters and ensuring that arrangementsare in place for the independent investigation of such matters and for appropriate follow-up action;• examining the effectiveness of financial, operating and compliance controls and risk managementpolicies and systems at least annually;• reviewing external audit reports to ensure that where deficiencies in internal controls have beenidentified, appropriate and prompt remedial action is taken by the management;• reviewing the adequacy of external audits in respect of cost, scope and performance;• making recommendations to the Board on the appointment, reappointment and removal of externalauditors and approving the remuneration and terms of engagement of external auditors;• reviewing, on an annual basis, the independence and objectivity of the external auditors and where theexternal auditors also provide a substantial volume of non-audit services to LMIR Trust, keeping thenature and extent of such services under review, seeking to balance the maintenance of objectivity andvalue for money;• reviewing internal audit reports annually to ascertain that the guidelines and procedures established tomonitor Related Party Transactions have been complied with;• ensuring that the internal audit function is adequately resourced and has appropriate standing withLMIR Trust;• ensuring, at least annually, the adequacy of the internal audit function;• meeting with external and internal auditors, without the presence of the executive officers of theManager, at least on an annual basis;• reviewing the significant financial reporting issues and judgements so as to ensure the integrity of thefinancial statements of LMIR Trust and any formal announcements relating to LMIR Trust’s financialperformance;• investigating any matters within the Audit Committee’s terms of reference, whenever it deemsnecessary; and• reporting to the Board on material matters, findings and recommendations.Dealings in UnitsThe Trust Deed requires each Director to give notice to the Manager of his acquisition of Units or ofchanges in the number of Units which he holds or in which he has an interest, within two Business Daysafter such acquisition or the occurrence of the event giving rise to changes in the number of Units which heholds or in which he has an interest (see “The Formation and Structure of LMIR Trust—TheTrust Deed—Directors’ Declaration of Unitholdings”).All dealings in Units by Directors will be announced via SGXNET, with the announcement to be posted onthe Internet at the SGX-ST website http://www.sgx.comThe Directors and employees of the Manager are encouraged, as a matter of internal policy, to hold Unitsbut are prohibited from dealing in the Units:• in the period commencing one month before the public announcement of LMIR Trust’s annual resultsand (where applicable) property valuations and two weeks before the public announcement of LMIRTrust’s quarterly results, and ending on the date of announcement of the relevant results or, as the casemay be, property valuations; and• at any time while in possession of price sensitive information.202
The Manager and corporate governanceThe Directors and employees of the Manager are also prohibited from communicating price sensitiveinformation to any person.In addition, the Manager has given an undertaking to the MAS that it will announce to the SGX-ST theparticulars of its holdings in the Units and any changes thereto within two Business Days after the date onwhich it acquires or disposes of any Units, as the case may be. The Manager has also undertaken that itwill not deal in the Units in the period commencing one month before the public announcement of LMIRTrust’s annual results and (where applicable) property valuations and two weeks before the publicannouncement of LMIR Trust’s quarterly results, and ending on the date of announcement of therelevant results or, as the case may be, property valuations.Management of business riskThe Board will meet quarterly or more often if necessary and will review the financial performance of theManager and LMIR Trust against a previously approved budget. The Board will also review the businessrisks of LMIR Trust, examine liability management and will act upon any comments from the auditors ofLMIR Trust.The Manager has appointed experienced and well-qualified management personnel to handle theday-to-day operations of the Manager and LMIR Trust. In assessing business risk, the Board willconsider the economic environment and risks relevant to the property industry. It will reviewmanagement reports and feasibility studies on individual development projects prior to approvingmajor transactions. The management will meet regularly to review the operations of the Manager andLMIR Trust and discuss any disclosure issues.Conflicts of interestThe Manager has also instituted the following procedures to deal with conflicts of interest issues:• The Manager will not manage any other REIT which invests in the same type of properties as LMIRTrust.• All executive officers will be employed by the Manager.• All resolutions in writing of the Directors in relation to matters concerning LMIR Trust must be approvedby a majority of the Directors, including at least one Independent Director.• At least one-third of the Board shall comprise Independent Directors.• In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or indirect, anynominees appointed by the Sponsor and/or its subsidiaries to the Board to represent its/their interestswill abstain from voting. In such matters, the quorum must comprise a majority of the IndependentDirectors and must exclude nominee Directors of the Sponsor and/or its subsidiaries.• In respect of matters in which MIPL and/or its subsidiaries have an interest, direct or indirect, anynominees appointed by MIPL and/or its subsidiaries to the Board to represent its/their interests willabstain from voting. In such matters, the quorum must comprise a majority of the Independent Directorsand must exclude nominee Directors of MIPL and/or its subsidiaries.• It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take anyaction against any person in relation to any breach of any agreement entered into by the Trustee for andon behalf of LMIR Trust with a related party of the Manager, the Manager shall be obliged to consult witha reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the saidlaw firm is of the opinion that the Trustee, on behalf of LMIR Trust, has a prima facie case against theparty allegedly in breach under such agreement, the Manager shall be obliged to take appropriateaction in relation to such agreement. The Directors will have a duty to ensure that the Manager socomplies. Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomesaware of any breach of any agreement entered into by the Trustee for and on behalf of LMIR Trust with arelated party of the Manager and the Trustee may take such action as it deems necessary to protect therights of Unitholders and/or which is in the interests of Unitholders. Any decision by the Manager not to203
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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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Business and properties“Overview
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Business and properties200 sq m and
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Business and properties• Mal Cima
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Business and propertiesTHE PLAZA SE
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Business and propertiesThe table be
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Business and properties• Epicentr
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Business and propertiesMAL LIPPO CI
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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 and 204: Business and propertiesSun PlazaMed
Page 205 and 206: The Manager and corporate governanc
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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
Page 257 and 258: Overview of relevant laws and regul
Page 265 and 266: TaxationSINGAPORE TAX IMPLICATIONST
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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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