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Plan of distributionUnited Arab EmiratesThe Units have not been and will not, directly or indirectly, be issued, offered, sold, delivered or publiclypromoted or advertised in the United Arab Emirates (the “UAE”) other than in compliance with any lawsapplicable in the UAE governing the issue, offering, and/or sale, delivery or public promotion oradvertisement of securities including without limitation those laws applicable in the Dubai InternationalFinancial Centre. This Prospectus is strictly private and confidential and has not been and will not bereviewed by, deposited or registered with any licensing authority, the Dubai International FinancialExchange or governmental agencies in the UAE, including without limitation the Emirates Securitiesand Commodities Authority or the UAE Central Bank, the Dubai Financial Market, the Abu DhabiSecurities Market, or any other UAE Exchange. This Prospectus may be issued to a limited number ofinstitutional and/or sophisticated investors in the UAE upon their request and confirmation that theyunderstand that LMIR Trust has not been licensed by or registered with the UAE authorities concerned andthat this Prospectus is intended only for the original recipient to whom it is addressed, must not thereforebe provided to any person other than such original recipient and may not be reproduced or used for anyother purpose. Further, the information contained in this Prospectus does not, and is not intended to,constitute a public offer of securities in any part of the United Arab Emirates in accordance with theCommercial Companies Law (UAE Federal Law No. 8 of 1984 (as amended)) or otherwise, and is notintended to be an offer or an invitation to subscribe for or purchase any Units. Furthermore, the informationcontained in this Prospectus is not intended to lead to the conclusion of any contract of whatsoever naturewithin the territory of the United Arab Emirates.United KingdomThe Units are interests in a collective investment scheme (as defined in the Financial Services and MarketsAct 2000 (the “FSMA”)) which has not been authorised or reviewed by the Financial Services Authority orany other regulatory authority of the United Kingdom. Accordingly, this Prospectus is not being distributedto, and must not be passed on to, or relied or acted upon by, the general public in the United Kingdom.This Prospectus is for distribution in the United Kingdom only to persons (i) who have professionalexperience of participating in unregulated collective investment schemes and of markets relating toinvestments falling within both Article 14(5) of the Financial Services and Markets Act 2000 (Promotion ofCollective Investment Schemes) (Exemptions) Order 2002 (the “CIS Order”) and Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FP Order”), or (ii) whofall within both Article 22(2)(a) to (d) of the CIS Order and Article 49(2)(a) to (d) of the FP Order, or (iii) towhom communications relating to unregulated collective investment schemes may otherwise lawfully bemade (such persons together “Relevant Eligible Persons”).By way of explanation, the following persons fall within Article 49(2)(a) to (d) of the FP Order andArticle 22(2)(a) to (d) of the CIS Order:• a body corporate which has more than 20 members or which is a subsidiary undertaking of a parentundertaking which has more than 20 members and which has a called up share capital or net assets ofnot less than £500,000;• any other body corporate, unincorporated association or partnership which has a called up capital or netassets of not less than £5 million;• the trustee of a high value trust (being a trust where the aggregate value of the cash and investmentswhich form part of the trust’s assets (before deducting the amount of its liabilities) is (a) £10 million ormore, or (b) has been £10 million or more at any time during the year immediately preceding the date onwhich this communication was first directed); or• any person acting in the capacity of a director, officer or employer of one of the previous three categoriesof persons and whose responsibilities include him or her engaging in investment activity.Any investment or investment activity to which this Prospectus relates is only available to Relevant EligiblePersons or will be engaged in only with Relevant Eligible Persons and this financial promotion must not berelied or acted upon by persons who are not Relevant Eligible Persons. Expressions of interest resultingfrom this Prospectus will only be responded to if received from persons falling within those Articles.262
Plan of distributionUnited States of AmericaThe Units have not been and will not be registered under the Securities Act, or any state securities laws,and may not be offered, sold, pledged or transferred within the United States, except in certaintransactions exempt from the registration requirements of the Securities Act. The Units are beingoffered and sold only outside the United States in accordance with Regulation S under the SecuritiesAct. Terms used but not defined in this section shall bear the meanings given to them under Regulation S.In addition, each subscriber of or purchaser of Units or any interest therein, including in the secondarymarket, who is a U.S. person for US federal income tax purposes will be deemed to have made thefollowing representations:• We understand and acknowledge that LMIR Trust may be classified as a “passive foreign investmentcompany” (“PFIC”) for the current taxable year and for future taxable years due to the nature of itsincome and activities and operations. A non-U.S. corporation will be considered a PFIC for any taxableyear if either (i) at least 75% of its gross income is passive income, or (ii) at least 50% of the value of itsassets is attributable to assets that produce or are held for the production of passive income. In thisregard, rental income, which constitutes LMIR Trust’s main income, is generally considered passiveunless it meets certain criteria to be considered active rents. We understand that a portion of LMIRTrust’s rental income would likely not be considered active rents, and thus, LMIR Trust may beconsidered a PFIC. A separate determination must be made as to the PFIC status each year;• We understand that, if LMIR Trust is a PFIC either currently or in any future taxable year during which wehold Units, we will be subject to special tax rules with respect to any “excess distribution” that we receiveand any gain we realize from a sale or other disposition of the Units, unless we make a “mark-to-market”election or a “qualified electing fund” election described below. Distributions we receive in a taxable yearthat are greater than 125% of the average annual distributions we received during the shorter of thethree preceding taxable years or our holding period for the Units will be treated as an excess distribution.We are aware that under these special tax rules:1. The excess distribution or gain will be allocated rateably over our holding period for the Units;2. The amount allocated to the current taxable year and any taxable year prior to the first taxable yearin which LMIR Trust became a PFIC will be treated as ordinary income;3. The amount allocated to each other year will be subject to the highest tax rate in effect for that yearand the interest charge generally applicable to underpayments of tax will be imposed on theresulting tax attributable to each such year; and4. The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution”cannot be offset by any net operating losses for such years, and gains (but not losses) realised onthe sale of the Units cannot be treated as capital, even if we hold the Units as capital assets;• We understand that if we are a U.S. holder of “marketable stock” (as defined below) in a PFIC, we maymake a mark-to-market election for such stock to elect out of the tax treatment discussed above. If wemake a mark-to-market election for the Units, we will include in income each year an amount equal to theexcess, if any, of the fair market value of the Units as of the close of our taxable year over our adjustedbasis in such Units. We further understand that we are allowed a deduction for the excess, if any, of theadjusted basis of the Units over their fair market value as of the close of the taxable year. However,deductions are allowed only to the extent of any net mark-to-market gains on the Units included in ourincome for prior taxable years. We are aware that amounts included in our income under amark-to-market election, as well as gain on the actual sale or other disposition of the Units, aretreated as ordinary income. Ordinary loss treatment also applies to the deductible portion of anymark-to-market loss on the Units, as well as to any loss realised on the actual sale or disposition of theUnits, to the extent that the amount of such loss does not exceed the net mark-to-market gainspreviously included for such Units. Accordingly, we understand that our basis in the Units will be adjustedto reflect any such income or loss amounts. We further understand that if we make a validmark-to-market election with respect to the Units, the tax rules that apply to distributions bycorporations which are not PFICs would apply to distributions by LMIR Trust;263
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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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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 and 276: Plan of distributionNote:(1) Includ
Page 277: Plan of distributionArticle 31, sec
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
Page 327 and 328: 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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