Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

More documents

Recommendations

Info

No. Interested personNature ofTransactionArea(sq m) Start dateTerm(years)Value of transaction(Rp.)Value oftransaction Percentage of(S$) (1) NTA/NAV (2)Palembang Square (3) — NILPalembang Square Extension (3)1. PT. MatahariDepartment Store,TbkLeasing 6,163.57 16 May 2012 10 43,360,785,300 5,512,992 0.48%2. PT. Matahari PutraPrima, TbkLeasing 7,531.56 16 February201220 140,556,023,216 17,870,623 1.55%3. PT Bank NationalNobuLeasing 63.07 1 August 2012 5 196,778,400 25,019 0.00%4. PT. Times PrimaIndonesiaLeasing 55.78 1 August 2012 5 92,282,568 11,733 0.00%Total: 184,205,869,484 23,420,367 2.03%Tamini Square (3)1. PT. MatahariGraha FantasiLeasing 476 9 June 2006 5 3,427,200,000 435,742 0.04%Total: 3,427,200,000 435,742 0.04%KJI (3)1. PT. Matahari PutraPrima, TbkLeasing 5,707 26 October200411 26,379,270,833 3,353,922 0.29%Total: 26,379,270,833 3,353,922 0.29%Notes:(1) Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2.(2) Based on the NTA/NAV of LMIR Trust of S$153.8 million as at 30 September 2012.(3) For the avoidance of doubt, as Unitholders’ approval has not been sought for the Recent Acquisitions, the Related Tenancy Agreements in relation to the Recent Properties (which amountto approximately 8.3% of the NTA/NAV of LMIR Trust as at 30 September 2012), will be subject to Rules 905 and 906 of the Listing Manual.F-2
NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Lippo MallsIndonesia Retail Trust (“LMIR Trust”) will be held on 13 December 2012 at 2.00 p.m. at MandarinOrchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for thepurpose of considering and, if thought fit, passing, with or without modifications, the followingresolutions:ORDINARY RESOLUTIONS1. ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSONThat subject to and contingent upon the passing of Resolution 3:(i)(ii)(iii)approval be and is hereby given for the acquisition of Pejaten Village by LMIR Trustthrough the acquisition of the entire issued share capital of PT Panca Permata Pejaten(“PPP”), at the purchase consideration and other terms and conditions described in thecircular dated 26 November 2012 issued by LMIRT Management Ltd. (in its capacity asmanager of LMIR Trust) (the “Manager”) to holders of units in LMIR Trust(“Unitholders” and the circular issued to Unitholders, the “Circular”) (the “PejatenVillage Acquisition”), and for payment of all fees and expenses relating to the PejatenVillage Acquisition (as described in the Circular), such acquisition being an “interestedperson transaction” (as defined in the Listing Manual of Singapore Exchange SecuritiesTrading Limited, the “Listing Manual”) as well as an “interested party transaction” (asdefined in Appendix 2 of the Code on Collective Investment Schemes issued by theMonetary Authority of Singapore in relation to real estate investment trusts);approval be and is hereby given for LMIR Trust to take over the Related TenancyAgreements (as defined in the Circular) in relation to Pejaten Village upon thecompletion of the Pejaten Village Acquisition; andthe Manager, any director of the Manager and HSBC Institutional Trust Services(Singapore) Limited (in its capacity as trustee of LMIR Trust) (the “Trustee”) be and arehereby severally authorised to complete and do all such acts and things (includingexecuting all such documents as may be required) as the Manager, such director of theManager or, as the case may be, the Trustee may consider expedient or necessary orin the interests of LMIR Trust to give effect to the Pejaten Village Acquisition.2. ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSONThat subject to and contingent upon the passing of Resolution 3:(i)(ii)approval be and is hereby given for the acquisition of Binjai Supermall by LMIR Trust,at the purchase consideration and other terms and conditions described in the Circularissued by the Manager to Unitholders (the “Binjai Supermall Acquisition”), and forpayment of all fees and expenses relating to the Binjai Supermall Acquisition (asdescribed in the Circular), such acquisition being an “interested person transaction” (asdefined in the Listing Manual as well as an “interested party transaction” (as defined inAppendix 2 of the Code on Collective Investment Schemes issued by the MonetaryAuthority of Singapore in relation to real estate investment trusts);approval be and is hereby given for LMIR Trust to take over the Related TenancyAgreements (as defined in the Circular) in relation to Binjai Supermall upon thecompletion of the Binjai Supermall Acquisition; andG-1
Page 1 and 2:
CIRCULAR DATED 26 NOVEMBER 2012THIS
Page 3:
TABLE OF CONTENTSPageCORPORATE INFO
Page 7 and 8:
SUMMARYThe following summary is qua
Page 9 and 10:
Key Benefits of the Proposed Acquis
Page 11 and 12:
METHOD OF FINANCINGThe Manager inte
Page 13 and 14:
RESOLUTION 2: PROPOSED ACQUISITION
Page 15 and 16:
INDICATIVE TIMETABLEThe timetable f
Page 17 and 18:
and are in line with the Manager’
Page 19 and 20:
KJPP WR and KJPP RHP were appointed
Page 21 and 22:
Acquisition is an Interested Party
Page 23 and 24:
The Trustee had, on 23 October 2012
Page 25 and 26:
(vi)the lease agreement made by and
Page 27 and 28:
Based on the Manager’s experience
Page 29 and 30:
(iii)The relative figures for each
Page 31 and 32:
Therefore, each of the Pejaten Vill
Page 33 and 34:
4.6. Interests of Directors and Sub
Page 35 and 36:
The reduction in the absolute amoun
Page 37 and 38:
5.2. Six months ended 30 June 2012P
Page 39 and 40:
The maximum possible increase in th
Page 41 and 42:
(v)(vi)LMIR Trust appoints an indep
Page 43 and 44:
7.3. On the Whitewash ResolutionThe
Page 45 and 46:
IMPORTANT NOTICEThe value of Units
Page 47 and 48:
(viii) other investments not covere
Page 49 and 50:
EGM : The extraordinary general mee
Page 51 and 52:
Mandatory Offer : A general offer m
Page 53 and 54:
Sea Pejaten : Sea Pejaten Pte. Ltd.
Page 55 and 56:
APPENDIX AINDEPENDENT FINANCIAL ADV
Page 57 and 58:
The Manager intends to finance the
Page 59 and 60:
“6.3. Rationale for the Whitewash
Page 61 and 62:
We have relied upon the representat
Page 63 and 64:
2.1.2. Opportunity to Enhance the E
Page 65 and 66:
The Valuation Reports assess: the m
Page 67 and 68: Based on the financial year ended 3
Page 69 and 70: Six months ended 30 June 2012Pro-fo
Page 71 and 72: Selected comparable companies in So
Page 73 and 74: (i)(ii)all and any losses which the
Page 75 and 76: AnnouncementDateCompletionDateREITP
Page 77 and 78: The Independent Directors should no
Page 79 and 80: APPENDIX BINFORMATION ABOUT THE ENL
Page 81 and 82: The table below sets out a summary
Page 83 and 84: Gross revenue for 6M2012 Rp.23.6 bi
Page 85 and 86: 2.3 Tamini Square2.3.1 Description
Page 87 and 88: Occupancy rate (as at 30September 2
Page 89 and 90: The mall has a good tenancy mix whi
Page 91 and 92: (5) Ekalokasari PlazaEkalokasari Pl
Page 93 and 94: (10) Plaza Medan FairPlaza Medan Fa
Page 95 and 96: Malang Town Square, in which Malang
Page 97 and 98: 3.3 Major Usage Mix for the Septemb
Page 99 and 100: Usage Mix (by Rental Income for the
Page 101 and 102: APPENDIX CTAX CONSIDERATIONSThe fol
Page 103 and 104: APPENDIX DSUMMARY VALUATION REPORTS
Page 105 and 106: To : HSBC Institutional Trust Servi
Page 107 and 108: forecasts of income, expenses and c
Page 109 and 110: D-7
Page 111 and 112: To : HSBC Institutional Trust Servi
Page 113 and 114: forecasts of income, expenses and c
Page 115 and 116: APPENDIX EEXISTING INTERESTED PERSO
Page 117: APPENDIX FRELATED TENANCY AGREEMENT
Page 121 and 122: This page has been intentionally le
Page 123 and 124: -----------------------------------
Page 125 and 126: This page has been intentionally le
Page 127: This page has been intentionally le
show all

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Create successful ePaper yourself

Delete template?

Save as template?