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

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