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

More documents

Recommendations

Info

Certain agreements relating to LMIR Trust and the PropertiesWhere:“X” is the valuation of the relevant Retail Space adopted for purposes of the Offering;“Y” is the valuation of the total portfolio of LMIR Trust adopted for purposes of the Offering; and“Z” is the implied value of the total portfolio of LMIR Trust at the Offering based on the following formula:Y + [(A B) C]Where:“A” is the purchase price per Unit under the Offering;“B” is the NAV per Unit under the Offering based on the valuation of the total portfolio of LMIR Trustadopted for purposes of the Offering; and“C” is the total number of Units in issue immediately after completion of the Offering.The Trustee (acting on the advice and recommendation of, and after discussions with, the Manager) issatisfied with the computation of the said transaction costs as set out in each of the put option agreements.Using the Metropolis Town Square Units as an example, in the event that the put option in respect of theMetropolis Town Square Units is exercised, each of the following events will happen concurrently on thedate of completion:(i) the Trustee will transfer Metropolis Properties Pte. Ltd. (“Metropolis Properties”) to Matahari at thepurchase consideration described above;(ii) Serpong Properties Pte. Ltd. (“Serpong Properties”) will transfer its 5.0% interest in PT GemaMetropolis Modern to an entity to be nominated by Matahari for consideration of S$1.00; and(iii) Metropolis Properties will transfer its 5.0% interest in PT Matos Surya Perkasa to SerpongProperties for consideration of S$1.00.DESCRIPTION OF THE LETTER OF UNDERTAKINGOn 9 August 2007, the Trustee, the Manager and the Sponsor entered into a letter of undertaking, pursuantto which the Sponsor will use its best endeavours to procure that the relevant Retail Space SPCs obtain thestrata titles to the Metropolis Town Square Units, Depok Town Square Units, Malang Town Square Unitsand Grand Palladium Medan Units.The Trustee (acting on the advice and recommendation of, and after discussions with the Manager) is ofthe view that the proposed arrangements, namely the put option agreements and the letter of undertaking,adequately safeguard the interest of Unitholders if the legal titles to the four Retail Spaces are not issuedon or prior to the expiry of 24 months from the Listing Date.240
Overview of relevant laws and regulations in IndonesiaIndonesian real property rights are governed under Law No. 5 Year 1960 regarding Agrarian Law (the“Agrarian Law”) and various implementing regulations issued by the Indonesian central government andthe Indonesian provincial governments.The Agrarian Law recognises the rights of legal persons to own and to use lands subject to various type ofrights granted by the Agrarian Law which are, among others, (a) Right of Ownership (“Hak Milik”), (b) Rightto Use (“Hak Pakai”), (c) Right to Cultivate (“Hak Guna Usaha”), (d) Right to Build (“Hak Guna Bangunan”),(e) Right to Lease (“Hak Sewa), and (f) other rights issued pursuant to the implementing laws andregulations such as Strata Title Rights (“Hak Atas Satuan Rumah Susun”).Pursuant to the Indonesian Government Regulation No. 10 of 1961 as further amended by the IndonesianGovernment Regulation No. 24 of 1997 ownership of lands are evidenced by the registration of the holderof the land in the Land Register of the relevant local land office (Badan Pertanahan) where such land islocated.RIGHTS TO OWN AND/OR TO USEReferring to the above there are various forms of rights for the use of land pursuant to the Agrarian Law,some of such forms are set out below.Hak Milik (HM/Right to Own). The closest form of land title to an internationally recognised concept of“freehold” title is Hak Milik or “Right of Ownership”. A Hak Milik title is available only to Indonesianindividuals and certain Indonesian religious and social organisations and government bodies, as regulatedin Government Regulation No. 38 of 1963. Hak Milik title cannot be obtained by companies (whetherIndonesian or foreign owned) or by foreign individuals.Hak Guna Bangunan (HGB/Right to Build). HGB is a land right to build on land that belongs to anotherparty. Indonesian individuals and Indonesian companies (or foreign investment companies incorporated inIndonesia) may acquire HGB titles. HGB titles can be granted on (i) State-owned land by the decision of theappointed relevant authority, (ii) Hak Pengelolaan (“HPL/Right to Manage”) land by the decision of theappointed relevant authority decision based on the recommendation of the HPL holder and (iii) Hak Milikland by a mutual agreement between the Hak Milik holder and the prospective HGB holder stated in thedeed made before the Land Official. In a piece of a land, a number of HGB certificates can be issueddepending on the ownership of the land. A HGB title is granted for a maximum initial term of 30 years. Byapplication to the relevant local land office upon the expiration of this initial term, a HGB title may beextended for an additional term not exceeding 20 years. Following expiration of this additional term, arenewal application may be made. Certain requirements and procedures for a HGB renewal applicationmust be complied with and followed including submitting relevant supporting documents and payingcertain amount of administrative fee chargeable by the local land office and subject to an inspection to thelocation by the local land office.The New Investment Law provides incentives which includes offering land title for longer periods such thateligible investors may hold HGB title in the form of grant and an advance acceleration of land title for aperiod of 50 years, and may be renewed for an additional term of 30 years.Hak Pakai (HP/Right to Use). Hak Pakai is the right to use and/or collect the products of land directlyadministered by the State (State-owned land), or of land owned by other persons (based on Hak Milik).Hak Pakai over land can be granted by the government in the form of a decree or by an Indonesian citizenin the form of an agreement. The decree or the agreement gives the user the rights and obligations laiddown in that decree or agreement. Only (i) Indonesian citizens, (ii) Indonesian foreigners domiciled inIndonesia, (iii) legal entities established under Indonesian law and having domicile in Indonesia and(iv) foreign entities that have representative in Indonesia, may have such rights and the holder of such landright may mortgage the land as security. Hak Pakai titles can be granted on (i) State-owned land by thedecision of the appointed relevant authority, (ii) HPL pursuant to the decision of the relevant Minister or therelevant appointed authority based on the recommendation of the owner of the HPL title or (iii) Hak Milikland by a mutual agreement between the Hak Milik holder and the prospective HGB holder stated in thedeed made before the Land Official.241
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 and 24:
information was extracted are based
Page 25 and 26:
2006. It is estimated that the urba
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
Page 53 and 54:
NPI for Forecast Period 2007,Projec
Page 55 and 56:
Note:(1) Based on Strata Titles Own
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
Page 63 and 64:
Notes:(1) These 14 Singapore SPCs (
Page 65 and 66:
(See “Strategy—Capital and Risk
Page 67 and 68:
Operating Companies: PT Multi Nusan
Page 69 and 70:
Payable by LMIR Trust(c) Any other
Page 71 and 72:
The offeringLMIR Trust . . . . . .
Page 73 and 74:
Lock-ups . . . . . . . . . . . . .
Page 75 and 76:
Listing and Trading . . . . . . . .
Page 77 and 78:
Singapore are made in accordance wi
Page 79 and 80:
Forecast Period2007Projection Year2
Page 81 and 82:
Risk factorsProspective investors s
Page 83 and 84:
Risk factorssimilar tenancy terms.
Page 85 and 86:
Risk factors• losses arising from
Page 87 and 88:
Risk factorsacquisitions is limited
Page 89 and 90:
Risk factorsafter the proposed plan
Page 91 and 92:
Risk factorsIf the tenure of the un
Page 93 and 94:
Risk factorsThe Properties may be s
Page 95 and 96:
Risk factorsRenovation work or phys
Page 97 and 98:
Risk factorsSuch compulsory acquisi
Page 99 and 100:
Risk factorsthereby materially and
Page 101 and 102:
Risk factorsinterpretation by the I
Page 103 and 104:
Risk factors• broad market fluctu
Page 105 and 106:
Ownership of UnitsPRINCIPAL UNITHOL
Page 107 and 108:
DistributionsThe distributable inco
Page 109 and 110:
Exchange rates and exchange control
Page 111 and 112:
CapitalisationThe following table s
Page 113 and 114:
Unaudited pro forma consolidated ba
Page 115 and 116:
Profit forecast and profit projecti
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
StrategyDate, to the extent that LM
Page 131 and 132:
StrategyGiven that there is limited
Page 133 and 134:
Strategyterm funding in a more cost
Page 135 and 136:
Business and propertiesIn addition,
Page 137 and 138:
Business and propertiestheir daily
Page 139 and 140:
Business and propertiesValuationEac
Page 141 and 142:
Business and propertiesThe followin
Page 143 and 144:
Business and propertiesINFORMATION
Page 145 and 146:
Business and propertiesother strata
Page 147 and 148:
Business and propertiesBecause of t
Page 149 and 150:
Business and propertieswell-known c
Page 151 and 152:
Business and propertiesThe largest
Page 153 and 154:
Business and properties“Overview
Page 155 and 156:
Business and properties200 sq m and
Page 157 and 158:
Business and properties• Mal Cima
Page 159 and 160:
Business and propertiesTHE PLAZA SE
Page 161 and 162:
Business and propertiesThe table be
Page 163 and 164:
Business and properties• Epicentr
Page 165 and 166:
Business and propertiesMAL LIPPO CI
Page 167 and 168:
Page 169 and 170:
Business and propertiesPercentage o
Page 171 and 172:
Business and propertiesfloor. The o
Page 173 and 174:
Business and properties• Pangrang
Page 175 and 176:
Business and propertiesBANDUNG INDA
Page 177 and 178:
Page 179 and 180:
Business and propertiesAmendment to
Page 181 and 182:
Business and propertiesISTANA PLAZA
Page 183 and 184:
Page 185 and 186:
Business and propertiesThe Istana P
Page 187 and 188:
Business and propertiesRelevant inf
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Business and propertiesAppraised va
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
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 255: Certain agreements relating to LMIR
Page 259 and 260: 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
Page 277 and 278: Plan of distributionArticle 31, sec
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
Page 297 and 298: GlossaryUnit Lending AgreementUnit
Page 299 and 300: Appendix AINDEPENDENT ACCOUNTANTS
Page 301 and 302: Appendix BINDEPENDENT ACCOUNTANTS
Page 303 and 304: Appendix BLIPPO-MAPLETREE INDONESIA
Page 305 and 306: Appendix BPro Forma Consolidated Ba
Page 307 and 308:
Appendix B(D)Pro Forma Consolidated
Page 309 and 310:
Appendix B(x)(xi)(xii)(xiii)(xiv)S$
Page 311 and 312:
Appendix BCash and cash equivalents
Page 313 and 314:
Appendix BLeased assets—Leases in
Page 315 and 316:
Appendix Btemporary difference; and
Page 317 and 318:
Appendix B• The Trustee, the Mana
Page 319 and 320:
Appendix BDeferred income represent
Page 321 and 322:
Appendix Bfinancial year exceeds th
Page 323 and 324:
Appendix Bprice is to be negotiated
Page 325 and 326:
Appendix B4. Bandung Indah PlazaPT
Page 327 and 328:
Appendix CINDEPENDENT SINGAPORE TAX
Page 329 and 330:
Appendix CGains on disposal of shar
Page 331 and 332:
Appendix CDisposal of UnitsSingapor
Page 333 and 334:
Appendix DINDEPENDENT INDONESIAN TA
Page 335 and 336:
Appendix DD-3
Page 337 and 338:
Appendix DD-5
Page 339 and 340:
Appendix DD-7
Page 341 and 342:
Appendix EINDEPENDENT PROPERTY VALU
Page 343 and 344:
Appendix EReport No.017/WPA-Report/
Page 345 and 346:
Page 347 and 348:
Page 349 and 350:
Page 351 and 352:
Page 353 and 354:
Page 355 and 356:
Page 357 and 358:
Page 359 and 360:
Page 361 and 362:
Page 363 and 364:
Page 365 and 366:
Page 367 and 368:
Page 369 and 370:
Page 371 and 372:
Page 373 and 374:
Page 375 and 376:
Page 377 and 378:
Appendix ERef. No: V/2006/PKG/3819
Page 379 and 380:
Appendix EVALUATION CERTIFICATEProp
Page 381 and 382:
Page 383 and 384:
Page 385 and 386:
Page 387 and 388:
Page 389 and 390:
Page 391 and 392:
Page 393 and 394:
Page 395 and 396:
Page 397 and 398:
Page 399 and 400:
Appendix EPropertiesLandarea (m 2 )
Page 401 and 402:
Appendix EADDENDUM—STATEMENT OF A
Page 403 and 404:
Appendix FINDEPENDENT REPORT ON THE
Page 405 and 406:
TABLE OF CONTENTSREPORT INSTRUCTION
Page 407 and 408:
Report instructionsAbout Jones Lang
Page 409 and 410:
Executive summaryIMPLICATIONS FOR R
Page 411 and 412:
Overview of Indonesia and its Econo
Page 413 and 414:
Page 415 and 416:
Page 417 and 418:
Page 419 and 420:
Page 421 and 422:
Page 423 and 424:
Page 425 and 426:
Retail Market OverviewTable 2.1.1 I
Page 427 and 428:
Retail Market Overview2.3 Changing
Page 429 and 430:
Retail Market Overviewretailers hav
Page 431 and 432:
Retail Market OverviewCompletionyea
Page 433 and 434:
Retail Market Overview2.7.5 Carrefo
Page 435 and 436:
Retail Market OverviewIn view of th
Page 437 and 438:
Overview of PortfolioAs the adminis
Page 439 and 440:
Overview of PortfolioFigure 3.1.4:
Page 441 and 442:
Overview of PortfolioFigure 3.2.2 B
Page 443 and 444:
Overview of PortfolioFigure 3.2.4 S
Page 445 and 446:
Overview of PortfolioFigure 3.2.6 M
Page 447 and 448:
Overview of PortfolioFigure 3.3.1 L
Page 449 and 450:
Overview of PortfolioMall WTC Matah
Page 451 and 452:
Leased MallsFigure 4.1.1 Cibubur Ju
Page 453 and 454:
Leased MallsTable 4.1.3 Major tenan
Page 455 and 456:
Leased MallsTable 4.1.4 Cibubur Jun
Page 457 and 458:
Leased Malls4.1.7 SWOT analysisTabl
Page 459 and 460:
Leased Malls4.2 Plaza Semanggi4.2.1
Page 461 and 462:
Leased Mallsnumber of international
Page 463 and 464:
Leased MallsTaking the survey and t
Page 465 and 466:
Leased Malls• There are two major
Page 467 and 468:
Page 469 and 470:
Leased Mallsterms of its very promi
Page 471 and 472:
Leased MallsFigure 4.3.2 Bandung In
Page 473 and 474:
Leased Malls• In terms of reasons
Page 475 and 476:
Leased Mallsand approximately 38,00
Page 477 and 478:
Leased MallsWhile BIP is likely to
Page 479 and 480:
Leased MallsFigure 4.4.2 Istana Pla
Page 481 and 482:
Leased Malls• The main reason sta
Page 483 and 484:
Leased Malls• Cihampelas Walk is
Page 485 and 486:
Leased MallsFigure 4.4.4: Istana Pl
Page 487 and 488:
Leased MallsOn the completion of th
Page 489 and 490:
Leased MallsThe target market for M
Page 491 and 492:
Leased MallsThe current Hypermart e
Page 493 and 494:
Leased MallsFigure 4.6.2 Gajah Mada
Page 495 and 496:
Leased Malls• Of all the malls in
Page 497 and 498:
Leased Mallshypermart. The centre a
Page 499 and 500:
Page 501 and 502:
Leased MallsTable 4.6.7: Rental pos
Page 503 and 504:
Leased Malls4.7.3 Tenant mixThe cur
Page 505 and 506:
Leased Mallsprimarily the city of B
Page 507 and 508:
Leased MallsTable 4.7.5: Main compe
Page 509 and 510:
Retail Spaces Malls5. RETAIL SPACES
Page 511 and 512:
Retail Spaces MallsIn addition, loc
Page 513 and 514:
Retail Spaces MallsThe store target
Page 515 and 516:
Retail Spaces MallsTable 5.3.1: Cen
Page 517 and 518:
Retail Spaces MallsFigure 5.3.3: Gr
Page 519 and 520:
Retail Spaces MallsThis relatively
Page 521 and 522:
Retail Spaces MallsStrata title sho
Page 523 and 524:
Retail Spaces MallsMadiun are locat
Page 525 and 526:
Retail Spaces MallsFigure 5.6.3 Pla
Page 527 and 528:
Retail Spaces MallsThe centre has t
Page 529 and 530:
Appendix GTERMS, CONDITIONS AND PRO
Page 531 and 532:
Appendix G(15) The Manager reserves
Page 533 and 534:
Appendix GAdditional Terms and Cond
Page 535 and 536:
Appendix G(10) By completing and de
Page 537 and 538:
Appendix GAdditional Terms and Cond
Page 539 and 540:
Appendix GWhere your Electronic App
Page 541 and 542:
Appendix GApplication to the Manage
Page 543 and 544:
Appendix GTerms and Conditions for
Page 545 and 546:
Appendix HLIST OF PRESENT AND PAST
Page 547 and 548:
Appendix H(6) Mr Tan Boon LeongCurr
Page 549 and 550:
Appendix HCurrent DirectorshipsMapl
Page 551 and 552:
Appendix HCurrent DirectorshipsMapl
Page 553 and 554:
(This page intentionally left blank
Page 555 and 556:
LIPPO-MAPLETREE INDONESIA RETAIL TR
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?