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

Plan of distributionNote:(1) Includes financial advisory, solicitors’ fees and fees for the Independent Reporting Accountants, theIndependent Singapore Tax Adviser, the Independent Indonesian Tax Adviser, both of theIndependent Valuers and other professionals’ fees.DISTRIBUTION AND SELLING RESTRICTIONSNo action has been or will be taken in any jurisdiction that would permit a public offering of the Units or thepossession, circulation or distribution of this Prospectus or any other offering or publicity material relatingto LMIR Trust or the Units in any country or jurisdiction (other than Singapore, where action for the purposeis required). Accordingly, the Units may not be offered or sold, directly or indirectly, and neither thisProspectus nor any other offering material, circular, form of application or advertisement in connection withthe Units may be distributed or published, in or from any country or jurisdiction except under circumstancesthat will result in compliance with all applicable laws and regulations of any such country or jurisdiction.AustraliaThis Prospectus does not constitute an offer of, or an invitation to purchase, the Units in or to any residentof Australia, other than set out below.Offers of Units under this Prospectus to investors in Australia are only made to those investors who are“wholesale clients” under section 761G of the Corporations Act 2001 (Cth). If the Units are to be on-sold toinvestors in Australia without a product disclosure statement within 12 months of issue of the Units, theymay only be on-sold to investors in Australia who are “wholesale clients” under section 761G of theCorporations Act 2001 (Cth). This Prospectus does not and is not intended to constitute a prospectus orproduct disclosure statement within the meaning of the Corporations Act 2001 (Cth) and neither thisProspectus nor any other prospectus or product disclosure statement has been lodged or registered withthe Australian Securities and Investments Commission. No action has been taken by LMIR Trust thatwould permit a public offering of the Units in Australia.European Economic AreaIn relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (each, a “Relevant Member State”), with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State (the “Relevant ImplementationDate”), an offer of any Units to the public may not be made in that Relevant Member State prior to thepublication of a prospectus in relation to the Units which has been approved by the competent authority inthat Relevant Member State or, where appropriate, approved in another Relevant Member State andnotified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that, with effect from and including the Relevant Implementation Date, an offer to thepublic in that Relevant Member State of any Units may be made at any time:• to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;• to any legal entity which has two or more of (i) an average of at least 250 employees during the lastfinancial year, (ii) a total balance sheet of more than e43,000,000 and (iii) an annual net turnover of morethan e50,000,000, as shown in its last annual or consolidated accounts; or• in any other circumstances which do not require the publication by LMIR Trust of a prospectus pursuantto Article 3 of the Prospectus Directive.For the purposes of this provision, the expression an “offer of Units to the public” in relation to any Units inany Relevant Member States means the communication in any form and by any means of sufficientinformation on the terms of the offer and any Units to be offered so as to enable an investor to decide topurchase or subscribe for the Units, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant MemberState.259