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

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