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

Overview of relevant laws and regulations in Indonesiaauthorised by the land owner, shall obtain a building licence / Izin Mendirikan Bangunan (“IMB”) from thelocal regional government.After that, the person may commence the construction or development of the land including the clearanceand preparation for the construction of infrastructure including drainage system, roads, landscaping,street lighting, electricity and telephone cables. As the constructions may be conducted in various phases,an IMB must be obtained for each phase to construct building(s) on top of the land, which is alreadyoutfitted with the infrastructure as referred above.The development of a housing complex must also comply with the requirement of procurement for publicand social facilities which shall be provided for the public benefit such as schools, sport facilities, places ofworship (e.g. mosques, churches), markets, parks, playgrounds and others.TRANSFER OF THE PROPERTYThe transfer of property is done through a deed of transfer made before the local land deed officer. Therewill be certain taxes payable by both the vendor and the purchaser before a deed of transfer can beexecuted. The current rate of tax is 5.0% of the transfer amount or the valuation used for Land and Buildingtax purposes, whichever is the higher, and such tax is payable by both the vendor and the purchaser.Following the signing of such deed of transfer, the Land Deed Official (Pejabat Pembuat Akta Tanah, or“PPAT”) who is normally a local notary will then submit an application to the national land office where theproperty is located, to register the name of the new owner in the Land Book at such National Land Board(Badan Pertanahan Negara; or “BPN”) as well as on the Land Certificate.The abovementioned procedures are also applicable for the transfer of Strata Title interests in property.Under the present regulations, a developer can only transfer or sell units or offices in such a building afterthe Strata Title (Hak Milik Atas Satuan Rumah Susun) over the Hak Milik / HGB / Hak Pakai Atas TanahNegara and Hak Pengelolaan titles of the land where the building is constructed has been issued. Oncethis has been issued, the developer may apply for separation of the common areas. The application mustalso include detailed boundaries of each unit or office in the form of sketch plans. A certificate of ownershiprights in a unit or office is issued to each of the transferees upon application. The ownership rights in a unitor office also include rights over the common areas, which together constitute an inseparable part of theunit or office concerned.The property under the BOT Scheme is not allowed to be transferred to a third party since the BOTGrantee must deliver the property to the BOT Grantor at the expiry of the BOT Agreement without anycompensation. However, the interest of the properties under the BOT Scheme can be transferred byassignment of rights under the BOT Agreement or by way of transfer of shares of the shareholders of theBOT Grantee.In accordance with the Indonesian law, the assignment of rights under the BOT Agreement will requireacknowledgment or consent from the BOT Grantor. The BOT Agreements do not provide provisionsregarding the party who may receive the assignment, except for The Plaza Semanggi BOT Agreementwhich specifically states that the assignment may be designated to (i) other third parties or banks orfinancial institutions who finance the construction or (ii) other third party appointed by them, provided thatthe BOT Agreement will bind the transferee.With respect to the transfer of shares of the shareholders of the BOT Grantee, except for the CibuburJunction BOT Agreement which requires prior consent from the BOT Grantor, the BOT Agreements aresilent on the consent for transfer of shares of the shareholders of the BOT Grantee. In the absence of anexpress provision of the transfer of shares in the BOT Agreements, the transfer of shares of theshareholders of the BOT Grantees is not prohibited.MORTGAGE OF THE PROPERTYSubject to the type of land rights and provisions of the relevant agreements, such as the BOT Agreement,the Properties may be used as a security and therefore encumbered with a Mortgage (Hak Tanggungan).The Mortgage shall be set out in a deed made before a local land deed officer and registered at the relevantnational land office. As evidence of the mortgage, BPN will make a notation of the Land Book noting themortgage and issue a mortgage certificate.245