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

(See “Strategy—Capital and Risk Management Strategy”.)The Master Lessee: PT. Matahari Putra Prima TbkThe Master Lessee, Matahari, is a publicly listed company on the JSX and the Surabaya Stock Exchange(the “SSX”). It is Indonesia’s largest retailer by sales revenue with over Rp. 8,487.7 billion (approximatelyS$1,436.0 million) in annual sales for the financial year ended 31 December 2006. This is a 22.7%increase compared to the Matahari’s annual sales of Rp. 6,916.1 billion (approximately S$1,170.6 million)for the financial year ended 31 December 2005. Matahari is listed on the JSX and the SSX with a marketcapitalisation of Rp. 3,628.2 billion (approximately S$582.9 million) on the JSX as at 18 October 2007. Asat 30 June 2007, Matahari operated 83 department stores, 9 Kids2kids specialty stores, 30 hypermarkets,36 supermarkets and 96 Timezone amusement centres, in addition to 36 Boston drugstores located withinHypermart and/or Matahari supermarkets, all of which are located throughout Indonesia. Matahari wascontrolled by the Darmawan family until 1997, when the Lippo Group acquired a controlling interestthrough PT Multipolar Corporation Tbk.The Sponsor: PT. Lippo Karawaci TbkPT. Lippo Karawaci Tbk is an internationally recognised corporation and is also the largest listed propertydeveloper in Indonesia, based on its market capitalisation on the JSX, of Rp. 10,609.2 billion(approximately S$1.8 billion) and on the closing price per ordinary share on the JSX of Rp. 1,790.0 asat 18 October 2007. The Sponsor’s property portfolio comprises townships and residential developmentsand commercial and retail development properties.(See “The Sponsor”.)The Trustee: HSBC Institutional Trust Services (Singapore) LimitedHSBC Institutional Trust Services (Singapore) Limited is a company incorporated in Singapore andregistered as a trust company under the Trust Companies Act 2005, Chapter 336 of Singapore, with itsplace of business located at 21 Collyer Quay, #14-01 HSBC Building, Singapore 049320.The Trustee’s powers and duties include:• acting as trustee of LMIR Trust;• holding the properties of LMIR Trust for the benefit of the Unitholders; and• exercising all the powers of a trustee and the powers accompanying ownership of the properties ofLMIR Trust.(See “The Formation and Structure of LMIR Trust—The Trust Deed—The Trustee”.)Singapore SPCs: the Tier 1 Retail Mall Singapore SPCs, Tier 2 Retail Mall Singapore SPCs and theRetail Space Singapore SPCsOn the Listing Date, LMIR Trust will, pursuant to the terms of the Singapore SPC Share PurchaseAgreements, complete the acquisition of all of the ordinary shares and redeemable preference shares ineach of the Tier 1 Retail Mall Singapore SPCs and the Retail Space Singapore SPCs (collectively, the“Target Singapore SPCs”) from the Vendors. Each of the seven Retail Mall Indonesian SPCs is owned bya Tier 1 Retail Mall Singapore SPC and a Tier 2 Retail Mall Singapore SPC (wholly-owned by the relevantTier 1 Retail Mall Singapore SPC), while each of the seven Retail Space Indonesian SPCs is owned by twoof the Retail Space Singapore SPCs.The Retail Mall Singapore SPCs comprise two tiers whereas the Retail Space Singapore SPCs compriseone tier. The difference in the holding structures of the Retail Mall Singapore SPCs and the Retail SpaceSingapore SPCs is due to the fact that the majority of the Retail Malls were owned by different parties whileall of the Retail Spaces were owned by the same party. The use of the two-layer structure for the RetailMalls is used to simplify the acquisition by LMIR Trust on the Listing Date.49