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Plan of distributionFranceThis Prospectus does not constitute an offer or invitation for the subscription or purchase of Units inFrance. Neither this Prospectus nor anything contained herein shall form the basis of any contract or anyobligation of any kind whatsoever in France. Any person who is in possession of this Prospectus is herebynotified that no action has or will be taken that would allow the offer and marketing of Units in France.Accordingly, the Units may not be marketed, offered, sold or delivered in France, and neither the Units norany offering material relating to the Units may be distributed or made available in France, except aspermitted by French law and regulation.GermanyThe distribution of the Units has not been and will not be notified to the Bundesanstalt furFinanzdienstleistungsaufsicht and no documents or other information relating to the Units have beenand will be filed with, approved by or notified to the Bundesanstalt fur Finanzdienstleistungsaufsicht inaccordance with the German Investment Act (Investmentgesetz), the Securities Prospectus Act(Wertpapierprospektgesetz) or any other present or future applicable laws in Germany and the Unitsshall not be sold, distributed or promoted in Germany other than in compliance with the Investment Act, theSecurities Prospectus Act and any other applicable German laws and regulations.Hong KongThis Prospectus has not been registered and will not be registered as a prospectus under the CompaniesOrdinance (Cap. 32 of the Laws of Hong Kong). The Units may not be offered or sold in Hong Kong bymeans of any documents, other than to “professional investors” within the meaning of section 1 of Part 1 ofSchedule 1 to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and inaccordance with the requirements under the SFO and any rules made under the SFO. No person mayhave in its possession for the purposes of issue, or issue (in each case whether in Hong Kong orelsewhere), any prospectus, notice, circular, brochure, advertisement, invitation or other document relatingto the Units which is directed at, or the contents of which are likely to be accessed or read by, the public inHong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Unitswhich are or are intended to be disposed of (i) only to persons outside Hong Kong or (ii) only to“professional investors” within the meaning of the SFO and in accordance with the requirements underthe SFO and any rules made under the SFO.IndonesiaThis Prospectus may not be distributed directly or indirectly in Indonesia or to any Indonesian entity orIndonesian citizen (person), and the Underwriters, may not offer or sell, directly or indirectly, any Units inIndonesia or to any Indonesian entity or Indonesian citizen (person), in a manner constituting a publicoffering of the Units under the Indonesian Capital Markets Law and the applicable regulations of theCapital Market Supervisory Agency.IrelandThe Units described in this Prospectus are interests in a collective investment scheme which is notsupervised or authorised by the Irish Financial Regulator or approved by the Irish Financial Regulator tomarket the Units in Ireland. Therefore, no advertising or marketing of Units may take place in Irelandwithout the prior approval in writing of the Irish Financial Regulator. In addition, any sales or marketing ofUnits in Ireland must take place in accordance with all applicable provisions of the Irish InvestmentIntermediaries Act, 1995 (as amended), the Irish Market Abuse (Directive 2003/6/EEC) Regulations2006 (as amended) and all other relevant laws, regulations and rules.ItalyThe offering of the Units has not been cleared by CONSOB (the Italian Securities Exchange Commission)pursuant to Italian securities legislation or the Bank of Italy. Accordingly, no Units may be offered, sold ordelivered, directly or indirectly, nor may copies of this Prospectus nor any other documentation relating tothe Units be distributed or made available in Italy except (i) to professional investors, as defined under260
Plan of distributionArticle 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998, as amended(“Regulation No. 11522”), in accordance with Article 100 and Article 30, second paragraph, ofLegislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”),provided that such professional investors act in their capacity and not as depositories or nominees forother person; or (ii) in circumstances which are exempted from the rules of solicitation of investmentspursuant to Article 100 of the Financial Services Act and Article 33, first paragraph, of CONSOBRegulation No. 11971 of 14 May 1999, as amended (“Regulation No. 11971”).In any event, the offering of the Units must be effected in compliance with all relevant Italian securities, taxand exchange controls and any other applicable laws and regulations.Accordingly, the Units may not be offered, sold or delivered and copies of this Prospectus or any otherdocumentation relating to the Units may not be distributed or made available in Italy unless such offer ofthe Units or distribution or availability of copies of this Prospectus or any other documentation relating tothe Units in Italy is made: (i) by an investment firm, a bank or a financial intermediary permitted to conductsuch activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993, as amended(the “Banking Act”) and the implementing instructions of the Bank of Italy, the Financial Services Act,Regulation No. 11522, Regulation No. 11971 and any other applicable laws and regulations; (ii) incompliance with Article 129 of the Banking Act and the implementing instructions of the Bank of Italy,pursuant to which the issue or offer of securities in Italy is subject to prior notification to the Bank of Italyunless an exemption, depending, inter alia, on the aggregate value of the securities issued or offered andthe features of the securities, applies; and (iii) in compliance with any other applicable notification,requirement or limitation which may be imposed by CONSOB or the Bank of Italy. In any case, the Unitsshould not be placed, offered, sold, re-sold or delivered on a retail basis, either in the primary or thesecondary market, to any persons which are not professional investors and in any case to any individualresiding in Italy. Each person in Italy receiving this Prospectus acknowledges that it (i) is a professionalinvestor, as defined under Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998,as amended, (ii) is acting in its capacity as a professional investor and not as a depository or nominee foranother person, and (iii) has agreed that it will not resell or deliver the Units purchased in this offering inItaly to persons which are not professional investors and in any case it will not resell or deliver the Unitspurchased in this offering to any individual residing in Italy.JapanThe Units have not been and will not be registered under the Securities and Exchange Law of Japan (the“Securities and Exchange Law”) and each of the Underwriters has agreed that it will not offer or sell anysecurities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term asused herein means any person resident of Japan, including any corporation or other entity organised underthe laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident ofJapan except pursuant to an exemption which will result on compliance with the Securities and ExchangeLaw and any other applicable laws, regulations and guidelines promulgated by the relevant Japanesegovernmental and regulatory authorities and which are then in effect.The NetherlandsThe offer of the Units is subject to the provisions of the Prospectus Directive referred to above in“—European Economic Area”. The Units can only be offered in the Netherlands without the publication,approval or notification of a prospectus in relation to the Units if an exemption applies. In the case of theoffering of the Units, an exemption applies in view of the fact that the Units are solely offered to professionalmarket parties within the meaning of the Exemption Regulation to the Act on the Supervision of theSecurities Transactions 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995).The Manager is exempted from the obligation to obtain a licence within the meaning of the Act on theSupervision of the Investment Institutions (Wet toezicht beleggingsinstellingen) as the Units may only beoffered, sold, delivered or transferred, directly or indirectly, solely to individuals or legal entitles that trade orinvest in investment products (beleggingsproducten) in the conduct of a profession or trade, includingbanks, brokers and institutional investors, within the meaning of the Exemption Regulation to the Act on theSupervision of the Investment Institutions (Vrijstellingsregeling Wet toezicht beleggingsinstellingen), asamended from time to time.261
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LIPPO-MAPLETREEINDONESIA RETAIL TRU
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Metropolis Town SquareMall WTC Mata
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KeyInvestmentHighlightsStrong acqui
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Locked-in master leases with rental
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1. Mall WTC Matahari UnitsRetail Sp
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Notice to investorsNo person is aut
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Forward-looking statementsCertain s
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Market and industry informationThis
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SummaryThe following summary is qua
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a right of first refusal (the “RO
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• The management of all the Retai
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information was extracted are based
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2006. It is estimated that the urba
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Further, the Retail Malls are manag
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Key Information on the PropertiesA
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Location of the Properties in Indon
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INFORMATION ON THE PROPERTIESThe Re
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Pictures of Gajah Mada Plaza19
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Percentage of contribution to LMIRT
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Number of tenants as at 30 June2007
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Car parking lots . . . . . . . . .
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Occupancy rate as at 30 June 2007.
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Year of building completion . . . .
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NLA as at 30 June 2007 . . . . . .
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Year of building completion . . . .
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Appraised value by Knight Frank as
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NPI for Forecast Period 2007,Projec
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Note:(1) Based on Strata Titles Own
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Note:(1) Based on Kiosks Sale and P
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Appraised value by Colliers as at30
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Percentage of contribution to LMIRT
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Notes:(1) These 14 Singapore SPCs (
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(See “Strategy—Capital and Risk
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Operating Companies: PT Multi Nusan
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Payable by LMIR Trust(c) Any other
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The offeringLMIR Trust . . . . . .
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Lock-ups . . . . . . . . . . . . .
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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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Page 225 and 226: The SponsorThe business structure o
Page 227 and 228: The Sponsorshopping, entertainment
Page 229 and 230: The SponsorKEY SHAREHOLDERS OF THE
Page 231 and 232: The formation and structure of LMIR
Page 239 and 240: Certain agreements relating to LMIR
Page 257 and 258: Overview of relevant laws and regul
Page 265 and 266: TaxationSINGAPORE TAX IMPLICATIONST
Page 267 and 268: Taxationbe applied to reduce the co
Page 269 and 270: TaxationOn the rental payments to t
Page 271 and 272: Plan of distributionThe Manager is
Page 273 and 274: Plan of distributionThe restriction
Page 275: Plan of distributionNote:(1) Includ
Page 279 and 280: Plan of distributionUnited States o
Page 281 and 282: Clearance and settlementINTRODUCTIO
Page 283 and 284: General information(1) The profit f
Page 285 and 286: General information(f)(g)(h)Rule 74
Page 287 and 288: Glossary% Per centum or percentageA
Page 289 and 290: GlossaryColliersColliers Internatio
Page 291 and 292: GlossaryIndonesian SPCsInterested P
Page 293 and 294: GlossaryNPIOCBC BankNet property in
Page 295 and 296: GlossaryRetail Space Singapore SPCs
Page 297 and 298: GlossaryUnit Lending AgreementUnit
Page 299 and 300: Appendix AINDEPENDENT ACCOUNTANTS
Page 301 and 302: Appendix BINDEPENDENT ACCOUNTANTS
Page 303 and 304: Appendix BLIPPO-MAPLETREE INDONESIA
Page 305 and 306: Appendix BPro Forma Consolidated Ba
Page 307 and 308: Appendix B(D)Pro Forma Consolidated
Page 309 and 310: Appendix B(x)(xi)(xii)(xiii)(xiv)S$
Page 311 and 312: Appendix BCash and cash equivalents
Page 313 and 314: Appendix BLeased assets—Leases in
Page 315 and 316: Appendix Btemporary difference; and
Page 317 and 318: Appendix B• The Trustee, the Mana
Page 319 and 320: Appendix BDeferred income represent
Page 321 and 322: Appendix Bfinancial year exceeds th
Page 323 and 324: Appendix Bprice is to be negotiated
Page 325 and 326: 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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