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

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Units, whichever is the lesser) at any time convene a meeting ofUnitholders in accordance with the provisions of the Trust Deed.No Redemption by Unitholders . . . . .Distribution Policy . . . . . . . . . . . . . . .Singapore Tax Considerations . . . . . .Unitholders have no right to request the Manager to redeemtheir Units while the Units are listed. It is intended thatUnitholders may only deal in their listed Units throughtrading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.LMIR Trust’s distribution policy is to distribute 100.0% of its taxexemptincome (after deduction of applicable expenses) andcapital receipts for Forecast Period 2007, Projection Year 2008and Projection Year 2009 and at least 90.0% of its tax-exemptincome (after deduction of applicable expenses) and capitalreceipts thereafter. Distributions will be paid on a quarterlybasis to Unitholders, except for the first distribution, which willbe paid for the period from the Listing Date to 31 March 2008 andwill be paid by the Manager on or before 30 May 2008 (see“Distributions”).Unitholders will be exempt from Singapore income tax ondistributions made by LMIR Trust out of its tax-exempt income.Unitholders will not be subject to Singapore income tax ondistributions made by LMIR Trust out of its capital receipts,comprising amounts received from redemption of redeemablepreference shares in the Target Singapore SPCs. Thesedistributions will be treated as returns of capital for Singaporeincome tax purposes. For Unitholders who hold the Units astrading or business assets and are liable to Singapore incometax on gains arising from disposal of the Units, the amount ofsuch distributions will be applied to reduce the cost of the Unitsfor the purpose of calculating the amount of taxable trading gainwhen the Units are disposed of. If the amount distributedexceeds the cost or the reduced cost of the Units, as thecase may be, the excess will be subject to tax as tradingincome of such Unitholders (see “Taxation”).Indonesia Tax Considerations . . . . . .The income received by the Indonesian SPCs solely from rentalpayments by the Master Lessee and the tenants is subject tofinal income tax in Indonesia at the rate of 10.0%.The Indonesian SPCs charge value-added tax (“VAT”) at therate of 10.0% on the rental income from the Master Lessee andthe tenants.The income received by LMIR Trust through the TargetSingapore SPCs in the form of dividends and interestpayments is subject to tax in Indonesia at the rate of 10.0%based on the provisions of the Singapore-Indonesia tax treaty.The withholding tax on the dividends and interest payments ispayable when it is accrued or paid, whichever comes first.Termination of LMIR Trust . . . . . . . . .LMIR Trust can be terminated if the Unitholders’ approval isobtained by passing a resolution proposed and approved by amajority consisting of 75.0% or more of the total number of votescast for and against such resolution (an “ExtraordinaryResolution”) at a Unitholders’ meeting duly convened andheld in accordance with the provisions of the Trust Deed. Asspecified in the Trust Deed, the Manager or the Trustee mayterminate LMIR Trust under certain circumstances such asLMIR Trust being delisted permanently from the SGX-ST (see58
Listing and Trading . . . . . . . . . . . . . .Governing Law . . . . . . . . . . . . . . . . .RiskFactors ...................“The Formation and Structure of LMIR Trust—The Trust Deed—Termination of LMIR Trust”).Prior to the Offering, there has been no market for the Units.Application has been made to the SGX-ST for permission to liston the Main Board of the SGX-ST all the Units comprised in theOffering, all the Cornerstone Units as well as all the Units whichmay be issued to the Manager from time to time in full or partpayment of the Manager’s management fees, including itsacquisition fee and divestment fee (see “The Manager andCorporate Governance—Management Fees”). Suchpermission will be granted when LMIR Trust is admitted to theOfficial List of the SGX-ST.The Units will, upon their issue, listing and quotation on the SGX-ST, be traded in Singapore dollars under the book-entry(scripless) settlement system of The Central Depository (Pte)Limited (“CDP”). The Units will be traded in board lot sizes of1,000 Units.The Trust Deed, pursuant to which LMIR Trust was constituted,is governed by Singapore law. The (i) Deeds of Indemnity,(ii) Singapore SPC Share Purchase Agreements and(iii) Rental Guarantee Deeds are governed by Singapore lawwhile the (i) Master Lease Agreements, (ii) Property PurchaseAgreements, (iii) Operating Costs Agreements, (iv) IndonesiaSPC Share Purchase Agreements, (v) Master PropertyManagement Agreement and (vi) Existing PropertyManagement Agreements are governed by Indonesian law.Prospective investors should carefully consider certainrisks connected with an investment in the Units, asdiscussed under “Risk Factors”.59
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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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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 and 62: Percentage of contribution to LMIRT
Page 63 and 64: Notes:(1) These 14 Singapore SPCs (
Page 65 and 66: (See “Strategy—Capital and Risk
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: Lock-ups . . . . . . . . . . . . .
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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
Page 113 and 114: Unaudited pro forma consolidated ba
Page 115 and 116: Profit forecast and profit projecti
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Profit forecast and profit projecti
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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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