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

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Total householdexpenditureof the middle class(Rp. billions)Cities 2001 2006Averageannualgrowth2001-2006Jakarta. ................................................ 10,561 17,276 10Bodetabek .............................................. 7,493 25,817 28Bandung ............................................... 2,793 4,304 9Surabaya ............................................... 4,295 6,293 8Semarang .............................................. 1,758 3,691 16Medan ................................................. 3,542 5,103 8(%)Source: “Appendix F—Independent Report on the Indonesian Retail Property Market”• High growth potential from favourable demographics of the Indonesian populationAccording to the Independent Indonesian Retail Property Consultant, the Indonesian retail market hashigh growth potential, with 50.0% of Indonesia’s estimated population of 222 million in 2006 under theage of 25. Based on the Independent Report on the Indonesian Retail Property Market, the share ofpopulation of the middle income group has steadily grown from 50.0% in 2001 to 64.0% in 2006. It isestimated that the urban middle income population in Indonesia totals approximately 66 million people.(See “Appendix F—Independent Report on the Indonesian Retail Property Market”.)• Retail Malls strategically located within well-established population catchment areasThe Retail Malls are strategically located throughout Greater Jakarta with a population range ofbetween approximately 0.4 million and 2.2 million within their respective primary catchment areas.Located in middle to upper income demographic regions, each of the Retail Malls has a variety of strongcharacteristics such as:- Gajah Mada Plaza—The only shopping centre located in the Chinatown district of Jakarta with ahypermarket, executive club and a swimming pool;- Cibubur Junction—Located in the heart of Cibubur, one of the most affluent and upmarket residentialareas in Jakarta;- The Plaza Semanggi—Located in the golden triangle of the Jakarta central business district (“CBD”)and accessible from all four directions of the capital city;- Mal Lippo Cikarang—Growing residential and industrial Lippo township;- Ekalokasari Plaza—A five-minute drive from the Bogor exit gate of the Jagorawi toll road, the highwaywhich connects Jakarta to Bogor;- Bandung Indah Plaza—Strategic location at the heart of Bandung and easily accessible to the greaterBandung population; and- Istana Plaza—Easily accessible from several transportation hubs in the vicinity, such as the HuseinSastranegara Airport, Bandung train station and Pasteur tollgate.The Retail Malls located within Greater Jakarta, such as Gajah Mada Plaza and The Plaza Semanggi,also enjoy high levels of connectivity via public transportation such as the Transjakarta busway which isa premium form of public transportation in Jakarta, thereby enhancing the ability of these Retail Malls todraw high volumes of shoppers.• Quality Retail Malls which cater to the daily needs of shoppersThe Retail Malls are strategically positioned as “one-stop” shopping destinations for shoppers and theirfamilies, catering to their daily as well as lifestyle and entertainment needs. The Retail Malls areanchored by supermarkets, hypermarkets or department stores, which draw significant shopper trafficto the malls and provide a comfortable, hassle-free and low-cost environment for shoppers to purchasetheir daily necessities. The specialty, food and beverage and lifestyle and entertainment tenants, whichinclude foreign labels and brands, restaurants, cinemas and entertainment centres provide shopperswith a wide product offering and a complete shopping experience.10
Further, the Retail Malls are managed by competent professionals with retail expertise and experience,as reflected in the high occupancy rates and the ability of each Retail Mall to differentiate itself from itscompetitors within its catchment area. As at 30 June 2007, the Retail Malls had a weighted averageoccupancy of approximately 91.6%, reflecting the robust demand for space in the Retail Malls.• Retail Spaces strategically located within well-established population catchment areasThe Retail Spaces are strategically located throughout Greater Jakarta and in the major cities ofSemarang, Medan, Madiun and Malang. For example, the Mall WTC Matahari Units are located inSerpong which is part of Tangerang, one of the settlement areas on the outskirts of Jakarta. Mall WTCMatahari is strategically located along a main road which connects to Bumi Serpong Damai City (“BSDCity”), the largest residential estate in Greater Jakarta. It has a proposed development area of 6,000 hawith currently 1,500 ha developed and is occupied by over 15,000 households. In recent years, BSD Cityhas experienced rapid growth in terms of the number of housing units and retail shop houses which havebeen built. Another example is the Malang Town Square Units which are located in the city of Malang inthe East Java province. Malang is the second largest city in East Java province with a population ofapproximately 0.8 million and a regency population of approximately 2.4 million people. The region is apopular tourist destination due to its natural attractions (for example, Mount Bromo, one of Java’slargest volcanoes), cool climate and colonial history. Malang also has a large student population, beinghome to five universities (Brawijaya, State, Muhammadiyah, Widya Gama and Merdeka Universities).• Economies of scale through portfolio management of the Retail MallsThe Property Manager, a wholly-owned subsidiary of the Sponsor, will manage the Retail Malls after theListing Date. As the Retail Spaces are master-leased to Matahari, there is no property managerappointed for the Retail Spaces. The Property Manager believes that there are opportunities to realiseefficiencies and economies of scale so as to maximise the performance of each Retail Mall.The Property Manager comprises a specialised team of professionals managing the key areas ofoperations, leasing, marketing and finance. Best practices are standardised and strictly adhered toacross all assets under its portfolio.The Retail Malls will be able to leverage upon the Property Manager’s and the Sponsor’s experience inareas including contractor management, retailer relationships and key negotiations, cost controlmechanisms and strategic leasing, marketing and management initiatives.• Quality tenant baseThe Retail Malls benefit from the quality of their tenants. The Retail Malls’ top tenants include wellknowninternational and domestic retailers and brand names such as Giant Hypermarket, Gramediabookstore, Starbucks, Giordano, Fitness First, Sports Station, Matahari Department Store, Hypermartand Studio 21 Cinema.The Manager is of the view that the Retail Malls’ rental values are predominantly at or below marketlevels. This will allow the Manager to capture growth on lease expiries while maximising the retail mix ofthese malls.The Retail Malls have a large combined tenant base of over 1,400 tenants (as at 30 June 2007). Thesetenants represent a wide variety of mass retailers and specialty stores and provide trade and productdiversification for the Retail Malls.• Advance rental payment structure helps to minimise cash flow volatility due to potential rentalarrearsRetail tenants in Indonesia typically pay an advance rental of approximately 10% to 20% of the total rentpayable for the duration of the lease upon signing of the lease agreement. This advance rental paymenthelps to minimise LMIR Trust’s cash flow volatility due to potential rental arrears, thus enhancing LMIRTrust’s cash flow stability.(See “Business and Properties”.)11
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: 2006. It is estimated that the urba
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 . . . . . . . .
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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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