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

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Units for the purpose of calculating the amount of taxable trading gain when the Units are disposed of. Ifthe amount exceeds the cost or the reduced cost of the Units, as the case may be, the excess will besubject to tax as trading income of such Unitholders.• The granting of tax exemption on, among others, foreign-sourced interest income under Section 13(12)of the Income Tax Act is part of a package of tax changes introduced by the Singapore government todevelop Singapore as the preferred Asian listing destination for Asian REITs.No capital expenditure requirements with respect to the Retail Spaces in the first 30 monthsafter the Listing Date• Under each of the Master Lease Agreements, the Master Lessee is responsible for all land and buildingtax and expenses for property repairs, maintenance and management, all operating expenses andutilities for the duration of the lease term and shall indemnify and keep the relevant landlord indemnifiedfrom the same.• During the first 30 months of the lease term, the Master Lessee shall be responsible for all repair andreplacement works for the mechanical and electrical equipment, whether or not of a capital nature.• After the first 30 months of the lease term, (a) the Master Lessee shall continue to be responsible for allrepair and replacement works for the mechanical and electrical equipment, which are not of a capitalnature, and (b) each relevant landlord shall be responsible for any repair and replacement works inrelation to the mechanical and electrical equipment which are of a capital nature as well as replacementworks which are reasonably required by the Master Lessee in connection with changes to the layout ofthe Retail Spaces.Competent and experienced personnel• The board of directors of the Manager comprise individuals who collectively have extensive experiencein areas including, but not limited to, law, accounting, banking, finance, real estate and fundmanagement. The Manager believes that the Unitholders will benefit from the experience of keystaff members of the Manager in fund, asset and property management in the retail propertymarket. LMIR Trust intends to leverage such relevant experience and expertise to implement itsplanned strategies (see “The Manager and Corporate Governance”).Competitive strengthsThe Manager believes that the competitive strengths of the Properties include:• The Properties are located in major cities of Indonesia amidst a growing and affluent urbanmiddle classThe Properties are mainly located within Greater Jakarta and Bandung, Indonesia’s fourth mostpopulous city.Jakarta, Indonesia’s capital and largest city, has seen its total household expenditure increase by anaverage of 12.8% per annum from 2001 to 2006, rising from Rp. 19,277 billion in 2001 toRp. 35,273 billion in 2006. Bandung has seen a similar growth in its total household expenditure,rising from Rp. 4,825 billion in 2001 to Rp. 8,317 billion in 2006, an average growth of 11.5% per annumfrom 2001 to 2006.Economic development in Indonesia has seen a significant growth of the middle class over the past fiveyears. This middle income group is considered one of the vital contributors to the economy and isperceived as the most prospective target in mass consumer markets. Based on the Social EconomicSurvey (SES) by ACNielsen 1 conducted in nine major cities in Indonesia, the share of population of themiddle income group (classified as SES A, B & C) has steadily grown from 50.0% in 2001 to 64.0% in1 Source: ACNielsen Social Economic Survey. ACNielsen has not provided its consent, for the purposes ofsection 249 (read with section 302) of the SFA, to the inclusion of the information extracted from therelevant report issued by it, and is thereby not liable for such information under sections 253 and 254(read with section 302) of the SFA. While the Manager has taken reasonable action to ensure that theinformation has been reproduced in its proper form and context, and that it has been extractedaccurately and fairly, neither the Manager nor any other party has conducted an independent reviewof, nor verified the accuracy of, such information.8
2006. It is estimated that the urban middle income population in Indonesia totals approximately66 million people. This particular group is likely to be considered a major target market for modernretail shopping centres.Retail spending in these cities has been further boosted by a shift in lifestyle towards a higher level ofconsumerism, partially brought about by the introduction of foreign brands and designer labels. Theseforeign brands and designer labels typically have higher margins and are willing to pay higher rentals forprime and sizeable retail space. The proliferation of hypermarkets and supermarkets over traditionalmarkets has also increased shopper traffic to modern retail malls.In addition, the geographic diversification of the Properties reduces LMIR Trust’s dependence on anysingle regional market and, accordingly, contributes to the stability of LMIR Trust’s future income.(See “Appendix F—Independent Report on the Indonesian Retail Property Market”.)Gross Regional Domestic Product (“GRDP”) Per Capita by Indonesian City(Current Prices), 2003-2005*60Rp Millions50403020200320042005100Indonesia Jakarta Bandung Surabaya Semarang MedanCity* Figures for Indonesia, Jakarta & Bandung are for 2003-20052005 figures for Surabaya, Semarang and Medan are not availableSource: “Appendix F—Independent Report on the Indonesian Retail Property Market”Percentage100%90%80%70%60%50%40%30%Socio-Economic Survey in Indonesia (1) , 2001-2006Monthlyhousehold expenditureA (Above Rp. 2 mil/month)B (Rp. 1.5-2 mil/month)C1 (Rp. 1.0-1.5 mil/month)C2 (Rp. 0.7-1.5 mil/month)D (Rp. 0.5-0.7 mil/month)E (Below Rp. 0.5mil/month)20%10%0%2001 2002 2003 2004 2005 2006Note:(1) AC Nielsen Socio-Economic Survey is based on monthly household expenditure, not actual income.No standard can be used (or widely accepted) to calculate direct relation between expenditure andincome.Source: “Appendix F—Independent Report on the Indonesian Retail Property Market”9
Page 1 and 2: LIPPO-MAPLETREEINDONESIA RETAIL TRU
Page 3 and 4: Metropolis Town SquareMall WTC Mata
Page 5 and 6: KeyInvestmentHighlightsStrong acqui
Page 7 and 8: Locked-in master leases with rental
Page 9 and 10: 1. Mall WTC Matahari UnitsRetail Sp
Page 11 and 12: Notice to investorsNo person is aut
Page 13 and 14: Forward-looking statementsCertain s
Page 15 and 16: Market and industry informationThis
Page 17 and 18: SummaryThe following summary is qua
Page 19 and 20: a right of first refusal (the “RO
Page 21 and 22: • The management of all the Retai
Page 23: information was extracted are based
Page 27 and 28: Further, the Retail Malls are manag
Page 29 and 30: Key Information on the PropertiesA
Page 31 and 32: Location of the Properties in Indon
Page 33 and 34: INFORMATION ON THE PROPERTIESThe Re
Page 35 and 36: Pictures of Gajah Mada Plaza19
Page 37 and 38: Percentage of contribution to LMIRT
Page 39 and 40: Number of tenants as at 30 June2007
Page 41 and 42: Car parking lots . . . . . . . . .
Page 43 and 44: Occupancy rate as at 30 June 2007.
Page 45 and 46: Year of building completion . . . .
Page 47 and 48: NLA as at 30 June 2007 . . . . . .
Page 49 and 50: Year of building completion . . . .
Page 51 and 52: Appraised value by Knight Frank as
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Page 57 and 58: Note:(1) Based on Kiosks Sale and P
Page 59 and 60: Appraised value by Colliers as at30
Page 61 and 62: Percentage of contribution to LMIRT
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Page 67 and 68: Operating Companies: PT Multi Nusan
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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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Business and propertiesDescriptionP
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Business and propertiesSun PlazaMed
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The Manager and corporate governanc
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The SponsorThe business structure o
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The Sponsorshopping, entertainment
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The SponsorKEY SHAREHOLDERS OF THE
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The formation and structure of LMIR
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Certain agreements relating to LMIR
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Overview of relevant laws and regul
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TaxationSINGAPORE TAX IMPLICATIONST
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Taxationbe applied to reduce the co
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TaxationOn the rental payments to t
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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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