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

Plan of distributionlater than the earliest of (i) the date falling 30 days from the commencement of trading of the Units on theSGX-ST, (ii) the date when the Stabilising Manager has bought on the SGX-ST, an aggregate of96,820,000 Units, representing not more than 15.0% of the total Units offered, to undertake stabilisingactions or (iii) the date falling 30 days after the date of adequate public disclosure of the final price of theUnits, solely to cover over-allotments of Units (if any) in connection with the Offering, subject to applicablelaws and regulations.In connection with the Over-allotment Option, the Stabilising Manager and the Unit Lender, have enteredinto a unit lending agreement (the “Unit Lending Agreement”) dated 9 November 2007 pursuant towhich the Stabilising Manager may borrow up to an aggregate of 96,820,000 Units from the Unit Lender forthe purpose of facilitating settlement of the over-allotment of Units (if any) in connection with the Offering.The Stabilising Manager will re-deliver to the Unit Lender such number of Units which have not beenpurchased pursuant to the exercise of the Over-allotment Option.In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the StabilisingManager) may, in consultation with the other Underwriters, over-allot or effect transactions which stabiliseor maintain the market price of the Units at levels which might not otherwise prevail in the open market.Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to doso, in each case in compliance with all applicable laws and regulations, including the SFA and anyregulations thereunder. However, there is no assurance that the Stabilising Manager (or persons acting onbehalf of the Stabilising Manager) will undertake stabilising action. Such transactions may commence onor after the date of commencement of trading of the Units on the SGX-ST and, if commenced, may bediscontinued at any time and shall not be effected upon the earliest of (i) the date falling 30 days from thedate of commencement of trading of the Units on the SGX-ST, (ii) the date when the over-allotment of theUnits which are the subject of the Over-allotment Option has been fully covered (through the purchase ofthe Units on the SGX-ST and/or the exercise of the Over-allotment Option by the Stabilising Manager, onbehalf of itself and the other Underwriters) or (iii) the date falling 30 days after the date of adequate publicdisclosure of the final price of the Units. Any profit after expenses derived, or any loss sustained, as aconsequence of the exercise of the Over-allotment Option or the undertaking of any stabilising activitiesshall be for the account of the Underwriters.None of the Manager, the Sponsor, the Unit Lender or the Stabilising Manager makes any representationor prediction as to the magnitude of any effect that the transactions described above may have on the priceof the Units. In addition, none of the Manager, the Sponsor, the Unit Lender and the Stabilising Managermakes any representation that the Stabilising Manager will engage in these transactions or that thesetransactions, once commenced, will not be discontinued without notice (unless such notice is required bylaw). The Stabilising Manager will be required to make a public announcement via SGXNET in relation tothe total number of Units purchased by the Stabilising Manager, not later than 12 noon on the next tradingday of the SGX-ST after the transactions are effected. The Stabilising Manager will also be required tomake a public announcement through the SGX-ST in relation to the cessation of stabilising action and thenumber of Units in respect of which the Over-allotment Option has been exercised not later than 8.30 a.m.on the next trading day of the SGX-ST after the cessation of stabilising action.LOCK-UP ARRANGEMENTSLippo Strategic (also the Unit Lender)Lippo Strategic has on 9 November 2007 agreed with the Underwriters that it will not, without the priorwritten consent of the Underwriters (such consent not to be unreasonably withheld or delayed), directly orindirectly, offer, sell or contract to sell, grant any option to purchase, grant any security over, encumber orotherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expectedto, result in the sale or disposition (whether by actual sale or disposition or effective economic sale ordisposition due to cash settlement or otherwise) of (i) any or all of its direct interest in the Cornerstone Units(or any securities convertible into or exchangeable for the Cornerstone Units or which carry any rights tosubscribe for or purchase Cornerstone Units) (adjusted for any bonus issue, consolidation or subdivision)as at Listing Date during the First Lock-Up Period; and (ii) more than 50.0% of its direct interest in theCornerstone Units (or any securities convertible into or exchangeable for the Cornerstone Units or whichcarry any rights to subscribe for or purchase Cornerstone Units) (adjusted for any bonus issue,consolidation or subdivision) as at Listing Date during the Second Lock-Up Period.256