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

The formation and structure of LMIR Trustcompensation from the Trustee or the Manager in a court of competent jurisdiction, and the Unitholderacknowledges and agrees that damages or compensation is an adequate remedy for such breach orthreatened breach.Further, unless otherwise expressly provided in the Trust Deed, a Unitholder may not interfere or seek tointerfere with the rights, powers, authority or discretion of the Manager or the Trustee, exercise any right inrespect of the assets of LMIR Trust or any part thereof or lodge any caveat or other notice affecting the realestate assets and real estate-related assets of LMIR Trust (or any part thereof), or require that anyAuthorised Investments forming part of the assets of LMIR Trust be transferred to such Unitholder.No certificate shall be issued to Unitholders by either the Manager or the Trustee in respect of Units issuedto Unitholders. For so long as LMIR Trust is listed, quoted and traded on the SGX-ST and/or any otherRecognised Stock Exchange and the Units have not been suspended from such listing, quotation andtrading for more than 60 consecutive calendar days or de-listed permanently, the Manager shall pursuantto the Depository Services Agreement dated 10 August 2007 entered into between CDP, the Manager andthe Trustee, appoint CDP as the Unit depository for LMIR Trust, and all Units issued will be represented byentries in the register of Unitholders kept by the Trustee or the agent appointed by the Trustee in the nameof, and deposited with, CDP as the registered holder of such Units. The Manager or the agent appointed bythe Manager shall issue to CDP not more than 10 Business Days after the issue of Units a confirmationnote confirming the date of issue and the number of Units so issued and, if applicable, also stating that theUnits are issued under the First Lock-Up Period and the Second Lock-Up Period and the expiry date ofsuch lock-up and for the purposes of the Trust Deed, such confirmation note shall be deemed to be acertificate evidencing title to the Units issued.The MAS has announced on 8 June 2007 the decision of the Securities Industry Council to extend theambit of the Take-over Code to REITs. While the MAS will be making amendments to the SFA and theTake-over Code, where necessary, to give effect to the extension of the Take-over Code to REITs in duecourse, the Securities Industry Council has recommended that parties engaged in take-over or mergertransactions involving REITs comply with the Take-over Code prior to such amendments.Under the Take-over Code, any person acquiring an interest, either individually or with parties acting inconcert, in 30.0% or more of the Units (being voting units in LMIR Trust) may be required to extend a takeoveroffer for the remaining Units in accordance with the Take-over Code. A take-over offer is also requiredto be made if a person holding between 30.0% and 50.0% inclusive of the Units, either individually or inconcert, acquires an additional 1.0% of the Units in any six-month period under the Take-over Code.Issue of UnitsThe following is a summary of the provisions of the Trust Deed relating to the issue of Units in LMIR Trust.Subject to the following sub-paragraphs (1), (2) and (3) below and to such laws, rules and regulations asmay be applicable, for so long as LMIR Trust is listed on the SGX-ST or any other Recognised StockExchange, the Manager may issue Units on any Business Day at an Issue Price equal to the “marketprice”, without the prior approval of Unitholders in a Unitholders’ meeting duly convened and held inaccordance with the provisions of the Trust Deed. For this purpose, “market price” shall mean (i) thevolume weighted average price for a Unit for all trades on the SGX-ST, or such other Recognised StockExchange on which the LMIR Trust is listed, in the ordinary course of trading on the SGX-STor, as the casemay be, such other Recognised Stock Exchange, for the period of 10 Business Days (or such other periodas may be prescribed by the SGX-STor relevant Recognised Stock Exchange) immediately preceding therelevant Business Day; or (ii) if the Manager believes that the calculation in paragraph (i) above does notprovide a fair reflection of the market price of a Unit, an amount as determined by the Manager and theTrustee (after consultation with a stockbroker approved by the Trustee), as being the fair market price of aUnit.(1) The Manager shall comply with the rules in the Listing Manual in determining the Issue Price perUnit, including the Issue Price per Unit for a rights issue on a pro rata basis to all existing Unitholders,the Issue Price per Unit issued other than by way of a rights issue offered on a pro rata basis to allexisting Unitholders and the Issue Price per Unit for any reinvestment or distribution arrangement.215