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

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Forecast and Projected Distributions to UnitholdersForecast Period 2007 Projection Year 2008 Projection Year 2009Based on theOfferingPriceBased on theOfferingPriceBased on theOfferingPriceNumber of Units eligible for distribution (’000) (1) . . . 1,060,414 (2) 1,062,291 (3) 1,066,266 (4)Distribution per Unit (cents) . . . . . . . . . . . . . . . . . 2.74 5.84 6.27Offering Price per Unit (S$) . . . . . . . . . . . . . . . . . 0.80 0.80 0.80Distribution yield (%) .................... 6.9 (5) 7.3 7.8Notes:(1) The increase in the number of Units in Projection Year 2008 and Projection Year 2009 are due to theissue of Units to the Manager for the payment of 100.0% of the Manager’s Performance Fees forForecast Period 2007 and Projection Year 2008 in the form of Units. These Units are assumed to beissued at the Offering Price.(2) Based on the number of Units that are assumed to be in issue as at the Listing Date. It is assumed thatthe number of Units eligible for distribution is the same throughout Forecast Period 2007.(3) Based on the number of Units that are assumed to be in issue on 1 January 2008. It is assumed thatthe number of Units eligible for distribution is the same throughout Projection Year 2008.(4) Based on the number of Units that are assumed to be in issue on 1 January 2009. It is assumed thatthe number of Units eligible for distribution is the same throughout Projection Year 2009.(5) Annualised for Forecast Period 2007.64
Risk factorsProspective investors should consider carefully, together with all other information contained in thisProspectus, the factors described below before deciding to invest in the Units.This Prospectus also contains forward-looking statements (including profit forecast and profit projection)that involve risks, uncertainties and assumptions. The actual results of LMIR Trust could differ materiallyfrom those anticipated in these forward-looking statements as a result of certain factors, including the risksfaced by LMIR Trust as described below and elsewhere in this Prospectus.As an investment in a REIT is meant to produce returns over the long-term, investors should not expect toobtain short-term gains.Investors should be aware that the price of Units, and the income from them, may fall or rise. Investorsshould note that they may not get back their original investment.Before deciding to invest in the Units, prospective investors should seek professional advice from theirrelevant advisers about their particular circumstances.RISKS RELATING TO LMIR TRUST’S OPERATIONSLMIR Trust’s strategy of investing primarily in retail assets may entail a higher level of riskcompared to other types of unit trusts that have a more diverse range of investments.LMIR Trust is a Singapore-based REIT constituted by the Trust Deed. It is established with the principalinvestment objective of owning and investing on a long-term basis in a diversified portfolio of incomeproducingreal estate in Indonesia that are primarily used for retail and/or retail-related purposes, and realestate related assets in connection with the foregoing.As such, LMIR Trust will be subject to risks inherent in concentrating on investments in a single real estatesector. The level of risk could be higher compared to other types of unit trusts that have a more diverserange of investments.A concentration of investments in a portfolio of specific real estate assets primarily in Indonesia exposesLMIR Trust to both downturns in the real estate market as well as the retail industry in Indonesia.In addition, the nature of the retail industry makes it particularly susceptible to a downturn in the economy.A lagging economy could lead to retrenchments and job losses, which, in turn, would lead to a reduction inconsumer spending. Such downturns could also lead to a decline in occupancy for retail propertiesincluding those in LMIR Trust’s portfolio thereby affecting LMIR Trust’s rental income from the MasterLessee and the tenants and/or a decline in the capital value of LMIR Trust’s portfolio.Any decline in the overall retail sector may cause higher levels of non-renewals of leases or vacancies as aresult of failures or defaults by tenants or the market pressures exerted by an increase in available retailspace. There can be no assurance that the tenants of LMIR Trust’s operating retail properties will renewtheir leases or that the new lease terms will be as favourable as the existing leases. In the event that atenant does not renew its lease, a replacement tenant or tenants would need to be identified, which couldsubject LMIR Trust’s operating retail properties to periods of vacancy and/or costly refittings, during whichperiods LMIR Trust could experience reductions in rental income.Such downturns may have an adverse impact on distributions to the Unitholders and/or on the results ofoperations and the financial condition of LMIR Trust.LMIR Trust is dependent on the Master Lessee for rental payments for the Retail Spaces.LMIR Trust is dependent on rental payments from the Master Lessee for the Retail Spaces, as LMIR Trustdoes not directly operate the Retail Spaces. The Master Lessee is the sole tenant of each of the RetailSpaces. The Retail Spaces are expected to contribute more than 15% of LMIR Trust’s rental revenue.Therefore, LMIR Trust’s revenue and ability to make distributions to the Unitholders will depend largelyupon the ability of the Master Lessee to make rental payments. As such, the prospects of the MasterLessee’s other businesses, aside from those relating to LMIR Trust, could impact on the Master Lessee’sability to make rental payments to LMIR Trust.65
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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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information was extracted are based
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2006. It is estimated that the urba
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Further, the Retail Malls are manag
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 and 74: Lock-ups . . . . . . . . . . . . .
Page 75 and 76: Listing and Trading . . . . . . . .
Page 77 and 78: Singapore are made in accordance wi
Page 79: Forecast Period2007Projection Year2
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
Page 97 and 98: Risk factorsSuch compulsory acquisi
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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
Page 129 and 130: 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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