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

The offeringLMIR Trust . . . . . . . . . . . . . . . . . . . .The Manager . . . . . . . . . . . . . . . . . . .The Trustee . . . . . . . . . . . . . . . . . . . .The Sponsor . . . . . . . . . . . . . . . . . . .The Master Lessee . . . . . . . . . . . . . .The Vendors . . . . . . . . . . . . . . . . . . .Cornerstone Investors . . . . . . . . . . . .The Unit Lender. . . . . . . . . . . . . . . . .The Offering . . . . . . . . . . . . . . . . . . .The Placement . . . . . . . . . . . . . . . . .The Public Offer . . . . . . . . . . . . . . . .Clawback and Re-allocation . . . . . . .Cornerstone Units . . . . . . . . . . . . . . .Lippo-Mapletree Indonesia Retail Trust, a REIT established inthe Republic of Singapore and constituted by the Trust Deed.Lippo-Mapletree Indonesia Retail Trust Management Ltd.HSBC Institutional Trust Services (Singapore) Limited.PT. Lippo Karawaci Tbk.PT. Matahari Putra Prima Tbk.The Master Lessee is a publicly listed company on the JSX andthe SSX, and was controlled by the Darmawan family until 1997,when the Lippo Group acquired, and still retains, a controllinginterest through PT Multipolar Corporation Tbk.Golden Acres Investment Ltd., Market Holdings Ltd., MillenniumCapital Ltd., Superior Asset Investment Ltd., Victoria InvestmentLtd., Dellmore Investment Ltd and Tristar, companiesincorporated in the Federal Territory of Labuan, Malaysia.Tristar is a wholly-owned subsidiary of Matahari. TheVendors, with the exception of Tristar, are not owned, whetherwholly or partially, directly or indirectly, by the Sponsor.Lippo Strategic and Mapletree LM. Lippo Strategic has alsogranted the Stabilising Manager the Over-allotment Option.Lippo Strategic.645,469,000 Units offered under the Placement and the PublicOffer, subject to the Over-allotment Option.625,469,000 Units offered by way of an international placementto investors, including institutional and other investors inSingapore.The Units have not been and will not be registered under theSecurities Act and, subject to certain exceptions, may not beoffered or sold within the United States. The Units are beingoffered and sold only outside the United States (including toinstitutional and other investors in Singapore) in reliance onRegulation S.20,000,000 Units offered to the public in Singapore.The Units may be re-allocated between the Placement and thePublic Offer at the discretion of the Underwriters (subject to theminimum unitholding and distribution requirements of the SGX-ST), such as in the event of an excess of applications in one anda deficit of applications in the other.Separate from the Offering, Lippo Strategic and Mapletree LMhave subscribed for an aggregate of 287,695,000 Units and127,250,000 Units respectively at the Offering Price underCornerstone Subscription Agreements, subject to certainconditions, including that the Underwriting Agreement hasbeen entered into and shall not have been terminatedpursuant to its terms on or prior to the Listing Date. TheCornerstone Units will in aggregate constitute approximately39.1% of the total issued Units as at the Listing Date(assuming no exercise of the Over-allotment Option). TheOffering is conditional upon the completion of subscription ofthe Cornerstone Units by each of the Cornerstone Investors.55