Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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3.8. Directors’ service contracts in relation to the Proposed AcquisitionsNo person is proposed to be appointed as a director of the Manager (“Director”) inrelation to the Proposed Acquisitions or any other transactions contemplated in relationto the Proposed Acquisitions.3.9. Major Transactions — Chapter 10 of the Listing Manual(i)Chapter 10 of the Listing Manual governs the acquisition or disposal of assets,including options to acquire or dispose of assets, by LMIR Trust. Such transactionsare classified into the following categories:(a)(b)(c)(d)non-discloseable transactions;discloseable transactions;major transactions; andvery substantial acquisitions or reverse takeovers.(ii)A proposed acquisition by LMIR Trust may fall into any of the categories set out insub-paragraph 3.9(i) above depending on the size of the relative figures computedon the following bases of comparison:(a)(b)the net profits attributable to the assets acquired, compared with LMIRTrust’s net profits; andthe aggregate value of the consideration given, compared with LMIR Trust’smarket capitalisation.Where any of the relative figures computed on the bases set out above is 20.0%or more, the transaction is classified as a “major transaction” under Rule 1014 ofthe Listing Manual which would be subject to the approval of Unitholders, unlesssuch transaction is in the ordinary course of LMIR Trust’s business.22
(iii)The relative figures for each of the Proposed Acquisitions using the applicablebases of comparison described in sub-paragraphs 3.9(ii)(a) and 3.9(ii)(b) are setout in the table below. While the relative figure in relation to each of the RecentAcquisitions computed on the basis set out in paragraph 3.9(ii)(b) above exceeds20.0%, each of the Recent Acquisitions is not a major transaction under Chapter10 of the Listing Manual as it is within LMIR Trust’s ordinary course of business.Therefore, Unitholders’ approval is not required for each of the RecentAcquisitions. However, for purposes of illustration to Unitholders, the relativefigures for the Proposed Acquisitions and the Recent Acquisitions using theapplicable bases of comparison described in sub-paragraphs 3.9(ii)(a) and3.10(ii)(b) are set out in the table below.Comparison of: The Properties LMIR TrustNet PropertyIncome (1)(2)(3)Purchase/AggregateConsideration againstLMIR Trust’s marketcapitalisationNotes:Pejaten Village:Rp.40.8 billion(S$5.9 million)Binjai Supermall:Rp.7.8 billion(S$1.1 million)Pejaten Village:Rp.748.0 billion(S$95.1 million) (4)Binjai Supermall:Rp.237.5 billion(S$30.2 million)Rp.638.5 billion(S$92.0 million)RelativeFigure6.4%1.2%LMIR Trust’s9.2%marketcapitalisation:S$1,037.3million (5)(6)2.9%(1) In the case of a real estate investment trust, the net property income is a close proxy to the netprofits attributable to its assets.(2) Based on the FY2011 Audited Consolidated Financial Statements and the unaudited financialstatements of the target companies for FY2011.(3) Based on FY2011 average rupiah exchange rate of S$1.00 to Rp.6,939.1.(4) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,865.2.(5) Based on the closing price of S$0.475 per Unit on the SGX-ST on the Latest Practicable Date.(6) Based on Units in issue as at the Latest Practicable Date.4. REQUIREMENT FOR UNITHOLDERS’ APPROVAL FOR THE PROPOSED ACQUISITIONS4.1. Interested Person Transaction and Interested Party Transaction in connectionwith the Proposed AcquisitionsUnder Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into atransaction with an Interested Person and the value of the transaction (either in itself orwhen aggregated with the value of other transactions, each of a value equal to orgreater than S$100,000 with the same Interested Person during the same financialyear) is equal to or exceeds 5.0% of LMIR Trust’s latest unaudited NTA, Unitholders’approval is required in respect of the transaction.23
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: Based on the Manager’s experience
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
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Occupancy rate (as at 30September 2
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The mall has a good tenancy mix whi
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(5) Ekalokasari PlazaEkalokasari Pl
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(10) Plaza Medan FairPlaza Medan Fa
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Malang Town Square, in which Malang
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3.3 Major Usage Mix for the Septemb
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Usage Mix (by Rental Income for the
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APPENDIX CTAX CONSIDERATIONSThe fol
Page 103 and 104:
APPENDIX DSUMMARY VALUATION REPORTS
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To : HSBC Institutional Trust Servi
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forecasts of income, expenses and c
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D-7
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To : HSBC Institutional Trust Servi
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forecasts of income, expenses and c
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APPENDIX EEXISTING INTERESTED PERSO
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APPENDIX FRELATED TENANCY AGREEMENT
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NOTICE OF EXTRAORDINARY GENERAL MEE
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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