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

Plan of distributionThe Manager is making an offering of 645,469,000 Units (representing approximately 60.9 % of the totalnumber of Units in issue after the Offering) for subscription at the Offering Price under the Placement andthe Public Offer. 625,469,000 Units are being offered under the Placement and 20,000,000 Units are beingoffered under the Public Offer. Units may be re-allocated between the Placement and the Public Offer atthe discretion of the Underwriters (subject to the minimum unitholding and distribution requirement of theSGX-ST), such as in the event of excess applications in one and a deficit of applications in the other.The Public Offer is open to members of the public in Singapore. Under the Placement, the Managerintends to offer the Units by way of an international placement through the Underwriters to investors,including institutional and other investors in Singapore. Subject to the terms and conditions set forth in theUnderwriting Agreement entered into among the Sponsor, the Manager, the Unit Lender and theUnderwriters on 9 November 2007, the Manager has agreed to effect for the account of LMIR Trustthe issue of, and the Underwriters have agreed to severally (and not jointly) subscribe, or procuresubscribers for, the number of Units, set forth opposite their respective names below.UnderwritersNumber of Unitsunder the OfferingUBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 322,734,500BNP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 161,367,250OCBC Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,367,250Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 645,469,000The Units are being offered at the Offering Price. The Offering Price per Unit under the Placement and thePublic Offer is identical. The Underwriters have agreed to subscribe and pay for, or procure thesubscription and payment for 625,469,000 Units at the Offering Price, less the Underwriting, Sellingand Management Commission to be borne by LMIR Trust. Lippo Strategic, as Unit Lender, will bear theUnderwriting, Selling and Management Commission in respect of any Units that are subsequently soldpursuant to the exercise of the Over-allotment Option.The Manager and the Sponsor have agreed in the Underwriting Agreement to indemnify the Underwritersagainst certain liabilities.The Underwriting Agreement also provides that the obligations of the Underwriters to subscribe and payfor or procure the subscription or payment for the Units in the Offering are subject to the satisfaction ofcertain conditions contained in the Underwriting Agreement.The Underwriting Agreement may be terminated by the Underwriters at any time prior to payment beingmade for the Units, upon the occurrence of certain events in accordance with the terms of the UnderwritingAgreement. If the Underwriters are released and discharged from their obligations under the UnderwritingAgreement, this Offering will be cancelled and any moneys received in connection with this Offering will bereturned to prospective investors without interest or any share of the revenue arising therefrom.Subscribers of the Units may be required to pay brokerage (and if so required, such brokerage will be up to1.0% of the Offering Price) and applicable stamp duties, taxes and other similar charges (if any) inaccordance with the laws and practices of the country of subscription, in addition to the Offering Price.The Underwriters and their respective affiliates may engage in transactions with, and perform services for,the Trustee, the Manager, the Sponsor and LMIR Trust in the ordinary course of business and haveengaged, and may in the future engage, in commercial banking and/or investment banking transactionswith the Trustee, the Manager, the Sponsor and LMIR Trust, for which they have received, or may in thefuture receive, customary compensation.OVER-ALLOTMENT AND STABILISATIONThe Unit Lender has granted the Over-allotment Option to the Underwriters for the purchase of up to anaggregate of 96,820,000 Units at the Offering Price. The number of Units subject to the Over-allotmentOption will not be more than 15.0% of the number of Units under the Placement and the Public Offer. TheStabilising Manager may exercise the Over-allotment Option in full or in part, on one or more occasions, no255