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

Certain agreements relating to LMIR Trust and the Propertiesthe acquisition of all of the ordinary shares and redeemable preference shares in the respective Retail MallSingapore SPC will be determined in accordance with the following formula:[(A + B) C] (D / E)whereABCDEis the total proceeds raised from the Offering;is the total proceeds raised from the issuance of the Cornerstone Units;is the issue expenses;is the valuation of the relevant Property by Knight Frank; andis the aggregate valuation of all the Properties by Knight Frank.Retail Space Singapore SPCIn respect of the Retail Space Singapore SPCs, the relevant Base Amount of each Retail Space SingaporeSPC (“Retail Space Singapore SPC Base Amount”) shall be determined in accordance with thefollowing formula:(0.95 F) + (0.05 G)whereFGis the Base Amount of the Retail Space which is indirectly 95.0% owned by the relevant RetailSpace Singapore SPC; andis the Base Amount of the Retail Space which is indirectly 5.0% owned by the relevant RetailSpace Singapore SPC.In the event that the aggregate purchase consideration is greater than the aggregate Base Amountpayable to the Vendors, the purchase consideration payable to the respective Vendor on completion forthe acquisition of all the ordinary shares and redeemable preference shares in the respective Retail SpaceSingapore SPC will be the higher of:(a)(b)the Base Amount for the relevant Retail Space Singapore SPC as described above; orthe amount determined in accordance with the following formula:[(A + B) C] (D / E)whereABCDEis the total proceeds raised from the Offering;is the total proceeds raised from the issuance of the Cornerstone Units;is the issue expenses;is the Retail Space Singapore SPC Base Amount; andis the Aggregate Base Amount.In the event that the aggregate purchase consideration falls below the aggregate Base Amount, LMIRTrust will cover for the shortfall (i.e. the difference between the aggregate Base Amount and the aggregatepurchase consideration) with the cash balance in the respective Indonesian SPC as at the Listing Date andpay the relevant Base Amount (in respect of the Retail Mall Singapore SPC) or Retail Space SingaporeSPC Base Amount (in respect of the Retail Space Singapore SPC) to the respective Vendor.Each Singapore SPC Share Purchase Agreement provides that completion will be subject to thesatisfaction of a number of conditions including but not limited to the following:(a)the occurrence of the listing, and the commencement of trading, of the Units on the SGX-ST;224