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

Certain agreements relating to LMIR Trust and the PropertiesDESCRIPTION OF THE PUT OPTION AGREEMENTSAs at the Latest Practicable Date, four of the seven Retail Spaces, namely Metropolis Town Square Units,Depok Town Square Units, Malang Town Square Units and Grand Palladium Medan Units, are each boundby Kiosks Sale and Purchase Binding Agreements because their strata titles are in the process of beingissued by the Indonesian government.In relation to each of the Metropolis Town Square Units, Depok Town Square Units, Malang Town SquareUnits and Grand Palladium Medan Units, a put option agreement has been entered into between, inter alia,the Trustee and the Master Lessee, pursuant to which, in the event that the strata titles to these four RetailSpaces are not issued within 24 months from the Listing Date, a meeting of all the Unitholders will beconvened by the Trustee pursuant to which the Unitholders will vote, by way of an ordinary resolution, onwhether to retain these four Retail Spaces in the portfolio of LMIR Trust for a further six months from thedate of the ordinary resolution. In the event that an ordinary resolution is passed in favour of retaining thesefour Retail Spaces in the portfolio of LMIR Trust and the strata titles are still not issued upon expiry of sixmonths from the date of the ordinary resolution, the Trustee shall exercise the put option. In the event thatan ordinary resolution is not passed in favour of retaining these four Retail Spaces, the Trustee shall beentitled to exercise the put option within three months of the date of the meeting of the Unitholders.Upon the Trustee’s exercise of the put option in relation to one of these four Retail Spaces, the MasterLessee will be required to purchase the relevant Retail Space at the consideration of (a) all transactioncosts incurred directly or indirectly by the Trustee in relation to the acquisition of the relevant Retail Spaceand (b) the higher of the• sell-back NAVThe sell-back NAV is based on the average of two valuations conducted by two independent valuers. Itis the NAVof the relevant Indonesia SPCs as at the date of service of the put option notice (the “ServiceDate”) as determined from the audited consolidated accounts of the relevant Indonesian SPCs, dulyaudited by an independent public accounting firm appointed by agreement between the Master Lesseeand the Trustee within ten days after the Service Date. Failing agreement, the independent publicaccounting firm shall be appointed by the chairman for the time being of the Singapore InternationalArbitration Centre.The Master Lessee and the Trustee shall procure that two independent valuers be each appointed bythe Manager and the Trustee within five days after the Service Date. Each independent valuer shalldetermine within 30 days from the Service Date, the value of the relevant Retail Space as at the ServiceDate by adopting the same method and basis of valuation as that adopted for purposes of the listing ofLMIR Trust.• IPO NAVThe IPO NAV is based on the value attributed to the four relevant Retail Spaces for the purpose of thelisting of the LMIR Trust, in each case, also taking into account all transaction costs incurred directly andindirectly by the LMIR Trust for the acquisition of these four Retail Spaces. The IPO NAV will not take intoaccount depreciation costs of the Retail Spaces incurred from the date LMIR Trust is listed on theSGX-ST.The Master Lessee and the Trustee shall procure that the independent accountants shall determine theIPO NAV within 60 days from the Service Date. The IPO NAV of the relevant Retail Space is calculatedbased on the following formula:ZXY239