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

Appendix BCikarang), PT Cibubur Utama (Owner of Cibubur Junction), PT Megah Semesta Abadi (Owner ofBandung Indah Plaza), PT Suryana Istana Pasundan (Owner of Istana Plaza), PT Indah PesonaBogor (Owner of Ekalokasari Plaza), PT Primatama Nusa Indah (Owner of The Plaza Semanggi),PT Dinamika Serpong (Owner of Mall WTC Matahari Units), PT Gema Metropolis Modern (Owner ofMetropolis Town Square Units), PT Matos Surya Perkasa (Owner of Malang Town Square Units), PTMegah Detos Utama (Owner of Depok Town Square Units), PT Palladium Megah Lestari (Owner ofGrand Palladium Medan Units), PT Madiun Ritelindo (Owner of Plaza Madiun) and PT Java MegaJaya (Owner of Java Supermall Units).As at the Listing Date, the auditors of the Singapore incorporated subsidiaries are RSM Chio Lim,Singapore and the auditors of the Indonesian incorporated subsidiaries are RSM AAJ Associates,Indonesia a member firm of RSM International of which RSM Chio Lim is a member.All the Singapore subsidiaries and the Retail Spaces Property Companies were inactive before the date ofthe acquisition of the Properties mentioned above.All the above subsidiaries are effectively wholly-owned by LMIR Trust.(B)Pro Forma historical financial informationThe pro forma consolidated statements of total return, consolidated cash flow statement and consolidatedbalance sheet have not been prepared to show the pro forma historical financial performance and positionof LMIR Trust (“Pro Forma Historical Financial Statements”) for the following reasons:• Gajah Mada Plaza and Mal Lippo Cikarang were recently acquired by the respective Retail MallProperty Companies, namely PT Graha Baru Raya and PT Graha Nusa Raya, in March 2006. Historicalfinancial information for these two Retail Malls prior to their acquisition dates is not available from theprevious vendors and, there is no comparable historical financial information for the full years ended31 December 2004 and 31 December 2005;• Bandung Indah Plaza, Ekalokasari Plaza and Mal Lippo Cikarang have recently undergone majorrefurbishments and other repositioning initiatives. Given the repositioning initiatives, the Manager is ofthe view that any attempt to present the historical pro forma financial performance based on the actualresults of these three Retail Malls prior to their repositioning initiatives may not be comparable to theexpected results of these Retail Malls after the repositioning initiatives;• Cibubur Junction commenced its retail space leasing operations in September 2005. Given that therewere no activities for Cibubur Junction prior to September 2005, the historical financial information onCibubur Junction’s performance would not be available for the full financial years ended 31 December2004 and 31 December 2005. Accordingly, any historical pro forma financial information presented inrespect of Cibubur Junction’s short period of operations is unlikely to be meaningful or accurately reflectits financial performance;• Each of the Retail Spaces was wholly-owned by PT Matahari Putra Prima Tbk (“Matahari” or “MasterLessee”) up to the Listing Date and was held for the use of Matahari’s retail businesses. As the activitiesrelating to the Retail Spaces form an intrinsic part of Matahari’s core business operations, Mataharidoes not keep separate financial records on these Retail Spaces. Accordingly, historical financial data isunavailable for each Retail Space; and• If historical pro forma financial information is prepared based on the terms of the Master LeaseAgreements to be entered into between the Master Lessee and the relevant Retail Space PropertyCompanies, such information will be in nature of a forecast and will not reflect the historical financialresults and position of LMIR Trust with respect to the Retail Spaces. Assumptions and bases which areprospective in nature would need to be made if LMIR Trust is to assume that such arrangements were inplace throughout the period covered by the historical pro forma financial information. As such, theManager believes that such historical pro forma financial information will be of little value to investors indeciding whether to acquire the units but a profit forecast and profit projection based on, among otherthings, the terms of the Master Lease Agreements would be more meaningful to investors.For the reasons stated above, the SGX-ST has granted LMIR Trust a waiver from the requirement toprepare Pro Forma Historical Financial Statements. In lieu of Pro Forma Historical Financial Statements, aB-4