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

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The Manager and corporate governanceLippo Capital Limited will, subject to certain conditions, indemnify the Trustee against liabilities ordamage suffered by the Trustee arising from any of the Singapore SPC Share Purchase Agreements.These agreements are more particularly described in “Certain Agreements Relating to LMIR Trust andthe Properties—Description of the Deeds of Indemnity”.• The Retail Mall Indonesian SPCs, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Existing Property Management Agreements with the Property Manager for theoperation, management, maintenance and marketing of the Retail Malls. These agreements are moreparticularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Descriptionof the Existing Property Management Agreements”.The Manager considers that the Property Manager has the necessary expertise and resources toperform the retail management, lease management and marketing services for the Retail Malls.Based on its experience, expertise and knowledge of contracts, the Manager believes that the ExistingProperty Management Agreements were made on normal commercial terms and are not prejudicial tothe interests of LMIR Trust and the Unitholders.• The Trustee, the Manager and the Property Manager have entered into the Master PropertyManagement Agreement pursuant to which the Property Manager was appointed to operate,maintain, manage and market all the properties of LMIR Trust located in Indonesia acquired afterthe Listing Date, subject to the overall management of the Manager. This agreement is more particularlydescribed in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the MasterProperty Management Agreement”.The Manager considers that the Property Manager has the necessary expertise and resources toperform the operation, maintenance, management and marketing services for the properties of LMIRTrust located in Indonesia acquired after the Listing Date.Based on its experience, expertise and knowledge of contracts, the Manager believes that the MasterProperty Management Agreement was made on normal commercial terms and is not prejudicial to theinterests of LMIR Trust and the Unitholders.Save as disclosed in this Prospectus, the Trustee has not entered into any other transactions with theManager or any related party of the Manager or the Property Manager in connection with the setting up ofLMIR Trust.Exempted agreementsThe Master Lease Agreements, the Operating Costs Agreements, the Existing Property ManagementAgreements and the Master Property Management Agreement, each of which constitutes a Related PartyTransaction, is deemed to have been specifically approved by the Unitholders upon subscription for theUnits and are therefore not subject to Rules 905 and 906 of the Listing Manual to the extent that there is nosubsequent change to the rates and/or bases of the fees charged thereunder which will adversely affectLMIR Trust. However, the renewal of such agreements will be subject to Rules 905 and 906 of the ListingManual.Future Related Party TransactionsAs a REIT, LMIR Trust is regulated by the Property Funds Guidelines and the Listing Manual. The PropertyFunds Guidelines regulate, among other things, transactions entered into by the Trustee (for and on behalfof LMIR Trust) with an interested party relating to LMIR Trust’s acquisition of assets from or sale of assetsto an interested party, LMIR Trust’s investment in securities of or issued by an interested party and theengagement of an interested party as property management agent or marketing agent for LMIR Trust’sproperties. Depending on the materiality of transactions entered into by LMIR Trust for the acquisition ofassets from, the sale of assets to or the investment in securities of or issued by, an interested party, theProperty Funds Guidelines may require that an immediate announcement to the SGX-ST be made, andmay also require that the approval of the Unitholders be obtained.The Listing Manual regulates all interested person transactions, including transactions already governedby the Property Funds Guidelines. Depending on the materiality of the transaction, LMIR Trust may be206
The Manager and corporate governancerequired to make a public announcement of the transaction (Rule 905 of the Listing Manual), or to make apublic announcement of and to obtain Unitholders’ prior approval for the transaction (Rule 906 of theListing Manual). The Trust Deed requires the Trustee and the Manager to comply with the provisions of theListing Manual relating to interested person transactions as well as such other guidelines relating tointerested person transactions as may be prescribed by the SGX-ST to apply to REITs.The Manager may seek a general annual mandate from the Unitholders pursuant to Rule 920(1) of theListing Manual for recurrent transactions of a revenue or trading nature or those necessary for itsday-to-day operations, including a general mandate in relation to leases and/or licence agreements to beentered into with interested persons. All transactions conducted under such general mandate for therelevant financial year will not be subject to the requirements under Rules 905 and 906 of the ListingManual. In seeking such a general annual mandate, the Trustee will appoint an independent financialadviser (without being required to consult the Manager) pursuant to Rule 920(1)(b)(v) of the Listing Manualto render an opinion as to whether the methods or procedures for determining the transaction prices of thetransactions contemplated under the annual general mandate are sufficient to ensure that suchtransactions will be carried out on normal commercial terms and will not be prejudicial to the interestsof LMIR Trust and the Unitholders.The Property Funds Guidelines and the Listing Manual requirements would have to be complied with inrespect of a proposed transaction which is prima facie governed by both sets of rules. Where mattersconcerning LMIR Trust relate to transactions entered or to be entered into by the Trustee for and on behalfof LMIR Trust with a related party (either an “interested party” under the Property Funds Guidelines or an“interested person” under the Listing Manual) of the Manager or LMIR Trust, the Trustee is required toensure that such transactions are conducted in accordance with applicable requirements of the PropertyFunds Guidelines and/or the Listing Manual relating to the transaction in question.The Manager is not prohibited by either the Property Funds Guidelines or the Listing Manual fromcontracting or entering into any financial, banking or any other type of transaction with the Trustee (whenacting other than in its capacity as trustee of LMIR Trust) or from being interested in any such contract ortransaction, provided that any such transaction shall be on normal commercial terms and is not prejudicialto the interests of LMIR Trust and the Unitholders. The Manager shall not be liable to account to the Trusteeor to the Unitholders for any profits or benefits or other commissions made or derived from or in connectionwith any such transaction. The Trustee shall not be liable to account to the Manager or to the Unitholdersfor any profits or benefits or other commission made or derived from or in connection with any suchtransaction.207
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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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Business and propertiesThe table be
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Business and propertiesPercentage o
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Page 175 and 176: Business and propertiesBANDUNG INDA
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Page 181 and 182: Business and propertiesISTANA PLAZA
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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
Page 267 and 268: Taxationbe applied to reduce the co
Page 269 and 270: TaxationOn the rental payments to t
Page 271 and 272: 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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