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

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STRUCTURE OF LMIR TRUSTThe following diagram illustrates the relationships among LMIR Trust, the Manager, the Trustee, theMaster Lessee, the Singapore SPCs, the Indonesian SPCs, the Operating Companies, the PropertyManager and the Unitholders as at the Listing Date.UnitholdersSingaporeHolding of UnitsDistributionsLippo-MapletreeIndonesia RetailTrust ManagementLtd.(the “Manager”)ManagementfeesManagementservicesLMIR TrustActs on behalfof UnitholdersTrustee’s feesHSBC InstitutionalTrust Services(Singapore)Limited(the “Trustee”)Ownership of ordinary andredeemable preference shares (2)14 Retail Mall SingaporeSPCs (1)Dividendsand/orredemptionproceeds (2)Dividendsand /orredemptionproceeds (2)Ownership of ordinary andredeemable preference shares (2)7 Retail Space SingaporeSPCs (3)IndonesiaOwnership andshareholders’ loansDividends, interest incomeand principal repayment ofshareholders’ loansDividends, interest incomeand principal repayment ofshareholders’ loansOwnership andshareholders’ loansExistingPropertyManagementAgreements7 Indonesian SPCs (4)Retail Retail100.0%Malls SpacesManager”) (8) ownership100.0%ownershipRental Tenancypayments agreementsTenanciesTenantsMasterOperating ServiceleasesCostscharge (7)AgreementOperatingCompanies (6)(the “OperatingCompanies”)PropertymanagementfeesPropertymanagementPT. Consulting &servicesManagement ServicesDivision (the “PropertyMaster LeaseAgreements7 Indonesian SPCs (5)RentalpaymentsPT. Matahari PutraPrima Tbk(the “Master Lessee”)46
Notes:(1) These 14 Singapore SPCs (collectively, the “Retail Mall Singapore SPCs”) comprise the Tier 1Retail Mall Singapore SPCs and the Tier 2 Retail Mall Singapore SPCs. Seven of these 14 Retail MallSingapore SPCs (the “Tier 1 Retail Mall Singapore SPCs”) will be acquired by LMIR Trust on theListing Date. Each of these Tier 1 Retail Mall Singapore SPCs in turn, wholly-own another SingaporeSPC (collectively, the “Tier 2 Retail Mall Singapore SPCs”). (See “Certain Agreements Relating toLMIR Trust and the Properties—Summary of Ownership Structure of the Retail Malls”.)(2) LMIR Trust will own ordinary and redeemable preference shares in, and receive dividends and/orredemption proceeds from, the Tier 1 Retail Mall Singapore SPCs and not from the Tier 2 Retail MallSingapore SPCs. LMIR Trust will also own ordinary and redeemable preference shares in, andreceive dividends and/or redemption proceeds from, the Retail Space Singapore SPCs.(3) These seven Singapore SPCs (collectively, the “Retail Space Singapore SPCs”) will be acquired byLMIR Trust on the Listing Date.(4) As at the Listing Date, the entire share capital in each of the seven Indonesian SPCs (the “Retail MallIndonesian SPCs”) will be owned by two of the 14 Retail Mall Singapore SPCs. Each of the RetailMall Indonesian SPCs owns one of the seven Retail Malls and receives rental payments from thetenants of the respective Retail Mall. (See “Certain Agreements Relating to LMIR Trust and theProperties—Summary of Ownership Structure of the Retail Malls”.)(5) The entire share capital in each of these seven Indonesian SPCs (the “Retail Space IndonesianSPCs”) is owned by two of the seven Retail Space Singapore SPCs. Each of these Retail SpaceIndonesian SPCs will acquire one of the seven Retail Spaces from Matahari on the Listing Date andwill, pursuant to the terms of the Master Lease Agreements, lease it to Matahari, as the MasterLessee, in consideration for rental payments from the Master Lessee.(6) The Operating Companies comprise PT Multi Nusantara Karya, PT Selaras Maju, PT Sarana KaryaMegah, PT Antara Nusa Permai, PT Primatama Kreasi Bersama and PT Kharisma Abadi Selaras.(7) A service charge for the expenses incurred during each lease agreement shall be payable by eachtenant to the relevant Operating Company for three years commencing from 1 January 2007.(8) A fee for property management services in respect of the Retail Malls shall be payable to the PropertyManager for an initial term of four years from the date of the relevant Existing Property ManagementAgreement. (See “—Certain Fees and Charges”.)The Manager: Lippo-Mapletree Indonesia Retail Trust Management Ltd.The Manager was incorporated in Singapore under the Companies Act, Chapter 50 of Singapore (the“Companies Act”) on 3 May 2007. As at the Listing Date, it has a paid-up capital of S$1.0 million and itsregistered office is located at 78 Shenton Way, #05-01 Lippo Centre, Singapore 079120. The Manager is40.0% owned by Mapletree Capital and 60.0% owned by Peninsula Investment Ltd. Peninsula InvestmentLtd is in turn 100.0% owned by Jesselton Investment Ltd, a wholly-owned subsidiary of the Sponsor.Mapletree Capital, a wholly-owned subsidiary of MIPL, is a private limited company incorporated inSingapore under the Companies Act on 6 October 2004. As at 30 June 2007, it has a paid-up capital ofS$2.00 and its registered office is located at 1 Maritime Square, #13-01 HarbourFront Centre, Singapore099253. MIPL is a leading Asia-focused real estate company based in Singapore. The Mapletree Grouphas an asset base of approximately S$4.5 billion (as at 30 June 2007) comprising office, logistics,industrial, residential and retail/lifestyle properties. (See “Strategy—Acquisition Growth Strategy—LMIRTrust’s relationship with the Mapletree Group”.)The board of directors of the Manager (the “Board”) is made up of individuals with a broad range ofcommercial experience and expertise in areas including, but not limited to, law, accounting, banking,finance, real estate and fund management. The Board consists of Mr Tan Bar Tien, Mr Lim Ho Seng,Mr Lok Vi Ming, Ms Viven G. Sitiabudi, Mr Yeo Cheow Tong, Mr Tan Boon Leong and Mr Wong Mun Hoong.Generally, the Manager will provide the following services to LMIR Trust:• Investment strategy. Formulate and execute LMIR Trust’s investment strategy, including determiningthe location, sub-sector type and other characteristics of LMIR Trust’s property portfolio.• Acquisitions and divestments.divestment of properties.Make recommendations to the Trustee on the acquisition and47
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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
Page 11 and 12: Notice to investorsNo person is aut
Page 13 and 14: Forward-looking statementsCertain s
Page 15 and 16: Market and industry informationThis
Page 17 and 18: SummaryThe following summary is qua
Page 19 and 20: a right of first refusal (the “RO
Page 21 and 22: • The management of all the Retai
Page 23 and 24: information was extracted are based
Page 25 and 26: 2006. It is estimated that the urba
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Page 29 and 30: Key Information on the PropertiesA
Page 31 and 32: Location of the Properties in Indon
Page 33 and 34: INFORMATION ON THE PROPERTIESThe Re
Page 35 and 36: Pictures of Gajah Mada Plaza19
Page 37 and 38: Percentage of contribution to LMIRT
Page 39 and 40: Number of tenants as at 30 June2007
Page 41 and 42: Car parking lots . . . . . . . . .
Page 43 and 44: Occupancy rate as at 30 June 2007.
Page 45 and 46: Year of building completion . . . .
Page 47 and 48: NLA as at 30 June 2007 . . . . . .
Page 49 and 50: Year of building completion . . . .
Page 51 and 52: Appraised value by Knight Frank as
Page 53 and 54: NPI for Forecast Period 2007,Projec
Page 55 and 56: Note:(1) Based on Strata Titles Own
Page 57 and 58: Note:(1) Based on Kiosks Sale and P
Page 59 and 60: Appraised value by Colliers as at30
Page 61: Percentage of contribution to LMIRT
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Page 67 and 68: Operating Companies: PT Multi Nusan
Page 69 and 70: Payable by LMIR Trust(c) Any other
Page 71 and 72: The offeringLMIR Trust . . . . . .
Page 73 and 74: Lock-ups . . . . . . . . . . . . .
Page 75 and 76: Listing and Trading . . . . . . . .
Page 77 and 78: Singapore are made in accordance wi
Page 79 and 80: Forecast Period2007Projection Year2
Page 81 and 82: Risk factorsProspective investors s
Page 83 and 84: Risk factorssimilar tenancy terms.
Page 85 and 86: Risk factors• losses arising from
Page 87 and 88: Risk factorsacquisitions is limited
Page 89 and 90: Risk factorsafter the proposed plan
Page 91 and 92: Risk factorsIf the tenure of the un
Page 93 and 94: Risk factorsThe Properties may be s
Page 95 and 96: Risk factorsRenovation work or phys
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Page 101 and 102: Risk factorsinterpretation by the I
Page 103 and 104: Risk factors• broad market fluctu
Page 105 and 106: Ownership of UnitsPRINCIPAL UNITHOL
Page 107 and 108: DistributionsThe distributable inco
Page 109 and 110: Exchange rates and exchange control
Page 111 and 112: 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
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The Sponsorshopping, entertainment
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The SponsorKEY SHAREHOLDERS OF THE
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The formation and structure of LMIR
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Certain agreements relating to LMIR
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Overview of relevant laws and regul
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TaxationSINGAPORE TAX IMPLICATIONST
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Taxationbe applied to reduce the co
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TaxationOn the rental payments to t
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Plan of distributionThe Manager is
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Plan of distributionThe restriction
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Plan of distributionNote:(1) Includ
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Plan of distributionArticle 31, sec
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Plan of distributionUnited States o
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Clearance and settlementINTRODUCTIO
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General information(1) The profit f
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General information(f)(g)(h)Rule 74
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Glossary% Per centum or percentageA
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GlossaryColliersColliers Internatio
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GlossaryIndonesian SPCsInterested P
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GlossaryNPIOCBC BankNet property in
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GlossaryRetail Space Singapore SPCs
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GlossaryUnit Lending AgreementUnit
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Appendix AINDEPENDENT ACCOUNTANTS
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Appendix BINDEPENDENT ACCOUNTANTS
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Appendix BLIPPO-MAPLETREE INDONESIA
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Appendix BPro Forma Consolidated Ba
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Appendix B(D)Pro Forma Consolidated
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Appendix B(x)(xi)(xii)(xiii)(xiv)S$
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Appendix BCash and cash equivalents
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Appendix BLeased assets—Leases in
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Appendix Btemporary difference; and
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Appendix B• The Trustee, the Mana
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Appendix BDeferred income represent
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Appendix Bfinancial year exceeds th
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Appendix Bprice is to be negotiated
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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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