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

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Certain agreements relating to LMIR Trust and the PropertiesThe right to collect the service charge and statutory income shall be in accordance with the leaseagreements entered into by and between the Retail Mall Indonesian SPC and the respective tenants of theRetail Mall and such collection shall be coordinated by the Property Manager.The Operating Costs Agreements will lapse on 31 December 2009 and LMIR Trust will bear all costsdirectly related to the maintenance and operation of the Retail Malls thereafter.The rationale for the Operating Costs Agreement is to provide certain protection to LMIR Trust in relation tothe costs directly related to the maintenance and operation of the Retail Malls, in particular for BandungIndah Plaza, Mal Lippo Cikarang, Ekalokasari Plaza and The Plaza Semanggi which are in the process ofundergoing asset enhancement works and may incur higher operating costs, with a reduction in servicecharges received from tenants due to tenant relocation or loss at the areas which are affected by the assetenhancement works, in the initial period subsequent to the completion of the asset enhancement works.DESCRIPTION OF THE RENTAL GUARANTEE DEEDSOn 10 August 2007, Lippo Strategic entered into a Rental Guarantee Deed with the following Retail MallSingapore SPCs pursuant to which Lippo Strategic will (i) provide a rental guarantee to the relevant RetailMall Singapore SPC in respect of existing and new units in the respective Retail Malls which areuntenanted and (ii) undertake to pay to the relevant Retail Mall Singapore SPC any shortfall in themaintenance and operation costs which the relevant Operating Company has undertaken to bear underthe respective Operating Costs Agreement.Retail MallGajah Mada Plaza . . . . . . . . . . . . . . . . . . . . . . . .Mal Lippo Cikarang . . . . . . . . . . . . . . . . . . . . . . .Cibubur Junction . . . . . . . . . . . . . . . . . . . . . . . . .Bandung Indah Plaza . . . . . . . . . . . . . . . . . . . . . .Istana Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Ekalokasari Plaza. . . . . . . . . . . . . . . . . . . . . . . . .The Plaza Semanggi . . . . . . . . . . . . . . . . . . . . . .Relevant Retail Mall Singapore SPCBelilios International Pte. Ltd.Dominion Capital Pte. Ltd.Greenlot Investments Pte. Ltd.Tangent Investments Pte. Ltd.Magnus Investments Pte. Ltd.Thornton Investments Pte. Ltd.Pierbridge Investments Pte. Ltd.The Rental Guarantee Deeds cover the period commencing from the Listing Date up to 31 December2009. Pursuant to the Rental Guarantee Deeds, Lippo Strategic is obliged to pay to the Retail MallSingapore SPCs a specified sum in respect of each Retail Mall for every year during the said period. Thefirst of such payments will be paid on or before 31 January 2008, and subsequent payments will be madeon a quarterly basis thereafter. In the event any of the specified units in the relevant Retail Mall becomestenanted during such period, the amount of the specified sum payable by Lippo Strategic in respect of suchRetail Mall will be reduced by the amount of the rental payable under the relevant tenancy, regardless ofwhether such rental is received by the owner of the relevant Retail Mall and notwithstanding that suchtenancy may be or is terminated prior to the expiry of such period.To secure Lippo Strategic’s performance under each of the Rental Guarantee Deeds, Lippo Strategic isrequired to furnish to the Retail Mall Singapore SPCs bank guarantees. The aggregate amount of all thebank guarantees to be furnished under the Rental Guarantee Deeds is S$10.0 million.DESCRIPTION OF THE RIGHT OF FIRST REFUSAL AGREEMENTOn 14 August 2007, an agreement was entered into between the Trustee and the Sponsor pursuant towhich the Sponsor granted to LMIR Trust, for so long as (a) Lippo-Mapletree Indonesia RetailTrust Management Ltd. remains the manager of LMIR Trust and (b) the Sponsor and/or any of itsrelated corporations, alone or in aggregate, remains a controlling shareholder of the Manager, a ROFRover any Relevant Asset (i) which any Sponsor Entity proposes to sell or transfer (whether such RelevantAsset is wholly-owned or partly-owned by the Sponsor Entity and excluding any sale of such RelevantAsset by a Sponsor Entity to any related corporation of such Sponsor Entity pursuant to a reconstruction,amalgamation, restructuring, merger or any analogous event) to an unrelated third party or (ii) for which aproposed offer for sale or transfer of such Relevant Asset has been made to a Sponsor Entity.232
Certain agreements relating to LMIR Trust and the PropertiesFor the purposes of the ROFR,(a)(b)a “controlling shareholder” of a company means a person who (i) holds directly or indirectly 15.0% ormore of the nominal amount of all voting shares of that company, or (ii) in fact exercises control overthat company, and (ii) “control” of a company means the capacity to dominate decision-making,directly or indirectly, in relation to the financial and operating policies of that company; anda “related corporation” means a corporation which is (i) the holding company of another corporation,(ii) a subsidiary of another corporation; or (iii) a subsidiary of the holding company of anothercorporation.Where (a) a Sponsor Entity proposes to sell or transfer a Relevant Asset (whether wholly-owned or partlyownedand excluding a sale of a Relevant Asset by a Sponsor Entity to any related corporation of suchSponsor Entity pursuant to a reconstruction, amalgamation, restructuring, merger or any analogous event)to an unrelated third party; or (b) a proposed offer for sale or transfer of a Relevant Asset is made to aSponsor Entity, the Sponsor shall give written notice thereof to the Trustee, and will grant to the Trustee thefirst right to purchase the Relevant Asset for the benefit of LMIR Trust.If (i) the Trustee does not enter into a binding commitment for the purchase of the Relevant Asset within30 days (or such longer period as may be mutually agreed) from the date of the Trustee’s receipt of therelevant documents or (ii) the Trustee indicates in writing that it will not be purchasing the Relevant Asset or(iii) the proposed purchase of the Relevant Asset is aborted by the Trustee, the relevant Sponsor Entity isentitled to (as the case may be) (a) sell its Relevant Asset to a third party on terms and conditions no morefavourable to the third party than those offered by the Sponsor Entity to the Trustee or (b) purchase theRelevant Asset offered to it without any accountability, liability or obligation to the Trustee.The Right of First Refusal Agreement will come into effect as at Listing Date. As at Listing Date, the scopeof the ROFR will encompass the ROFR Properties, being:ROFR Propertiesunder developmentLocationExpected date ofcompletion Estimated GFA Estimated NLA(sq m) (sq m)Binjai Supermall North Sumatra Fourth quarter of 2007 23,615 18,300Pejaten Mall South Jakarta Second quarter of 2008 57,948 40,327Kuta Beach Mall Kuta, Bali Second half of 2008 41,562 30,735Kemang City Mall South Jakarta First half of 2009 77,555 56,052Puri “Paragon City” West Jakarta Second half of 2009 196,400 127,660397,080 273,074The ROFR shall be subject to all prevailing laws, regulations and governmental policies as well asoverriding contractual obligations of the relevant Sponsor Entity (if any), including obligations underexisting and future joint ventures.Where a property which is subject to the ROFR is jointly owned with one or more third parties (i.e. partieswhich are not subject to the ROFR), the ROFR shall be subject to the consent of these third parties to thesale of that property to the Trustee, and in this respect, the Sponsor shall use reasonable endeavours toobtain such consent.DESCRIPTION OF NON-BINDING MEMORANDUM OF UNDERSTANDINGOn 21 May 2007, the Manager entered into a non-binding memorandum of understanding with PT. MultiPratama Gemilang Perkasa (Pikko Group) with regard to the potential acquisition by LMIR Trust ofCosmopolitan Mall Pluit, a retail mall located in North Jakarta, Indonesia. The Manager understands thatCosmopolitan Mall Pluit is currently undergoing asset enhancement works, with such works scheduled forcompletion in the second half of 2008.233
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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 propertiesPercentage o
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Business and propertiesfloor. The o
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Business and properties• Pangrang
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Business and propertiesBANDUNG INDA
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Business and propertiesAmendment to
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Business and propertiesISTANA PLAZA
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Business and propertiesThe Istana P
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Business and propertiesRelevant inf
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Business and propertiesAppraised va
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Page 197 and 198: Business and propertiesRelevant inf
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Page 201 and 202: Business and propertiesDescriptionP
Page 203 and 204: Business and propertiesSun PlazaMed
Page 205 and 206: 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
Page 247: 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
Page 273 and 274: Plan of distributionThe restriction
Page 275 and 276: Plan of distributionNote:(1) Includ
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Page 279 and 280: Plan of distributionUnited States o
Page 281 and 282: Clearance and settlementINTRODUCTIO
Page 283 and 284: General information(1) The profit f
Page 285 and 286: General information(f)(g)(h)Rule 74
Page 287 and 288: Glossary% Per centum or percentageA
Page 289 and 290: GlossaryColliersColliers Internatio
Page 291 and 292: GlossaryIndonesian SPCsInterested P
Page 293 and 294: GlossaryNPIOCBC BankNet property in
Page 295 and 296: GlossaryRetail Space Singapore SPCs
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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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