Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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The SIC has, on 9 November 2012,granted a waiver (the “SIC Waiver”) of the requirement by theSponsor and parties acting in concert with the Sponsor to make a Mandatory Offer for theremaining Units not owned or controlled by the Sponsor and parties acting in concert with theSponsor, in the event that they incur an obligation to make a Mandatory Offer pursuant to Rule 14of the Code as a result of the receipt of (i) the acquisition fee which is required to be paid to theManager in Units pursuant to paragraph 5.6 of the Property Funds Appendix, in respect of theProposed Acquisitions and (ii) the Pluit Village Acquisition Fee Units (collectively, the“Acquisition Fee Units”), as these are acquisitions from Interested Parties, subject to thesatisfaction of the conditions specified in the SIC Waiver (as set out in paragraph 6.2 of the Letterto Unitholders) including the approval of the Whitewash Resolution by Independent Unitholders(as defined herein) at the extraordinary general meeting of Unitholders to be held on 13 December2012 at 2.00 p.m. (the “EGM”).The Manager hereby proposes to seek approval from Unitholders other than the Sponsor, partiesacting in concert with the Sponsor and parties which are not independent of the Sponsor (the“Independent Unitholders”) for a waiver of their right to receive a mandatory offer from theSponsor and parties acting in concert with the Sponsor for the remaining issued Units not ownedor controlled by the Sponsor and parties acting in concert with the Sponsor, in the event that theyincur an obligation to make a Mandatory Offer as a result of the receipt of the Acquisition Fee Unitsby the Manager in its own capacity.Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units withoutthe Sponsor having to make a Mandatory Offer, and the rationale for enabling the Manager to doso is set out in paragraph 6.3 of the Letter to Unitholders.(See paragraph 6.3 of the Letter to Unitholders for further details.)8
INDICATIVE TIMETABLEThe timetable for the events which are scheduled to take place after the EGM is indicative onlyand is subject to change at the Manager’s absolute discretion. Any changes (including anydetermination of the relevant dates) to the timetable below will be announced.EventDate and TimeLast date and time for lodgement of ProxyForms: 11 December 2012 at 2.00 p.m.Date and time of the EGM : 13 December 2012 at 2.00 p.m.The AcquisitionsTarget date for the Proposed Completion : Not later than 31 December 2012 (or suchAcquisition 1 <strong>Trust</strong>ee and the Pejaten Village Vendors)(as defined herein) of the Pejaten Village other date as may be agreed between theTarget date for the Proposed Completionof the Binjai Supermall Acquisition: Not later than 31 December 2012 (or suchother date as may be agreed between the<strong>Trust</strong>ee and the Binjai Supermall Vendors)1 Subject to the adjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of thePejaten Village Acquisition.9
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: RESOLUTION 2: PROPOSED ACQUISITION
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 and 118:
APPENDIX FRELATED TENANCY AGREEMENT
Page 119 and 120:
NOTICE OF EXTRAORDINARY GENERAL MEE
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This page has been intentionally le
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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