Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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4.4. Approval by UnitholdersIn approving the Proposed Acquisitions, Unitholders are deemed to have approved alldocuments which are required to be executed by the parties in order to give effect to theProposed Acquisitions including the Related Tenancy Agreements in relation to theProposed Properties. These agreements are therefore not subject to Rules 905 and 906of the Listing Manual (which require LMIR Trust to make an announcement or obtain theapproval of Unitholders depending on the materiality of the Interested PersonTransactions) insofar as there are no subsequent changes to the rental, rates and/orbasis of the fees charged thereunder which will adversely affect LMIR Trust. Futurerenewal or extension of these agreements will be subject to Rules 905 and 906 of theListing Manual.Details of the Related Tenancy Agreements are set out in Appendix F of the Circular.The Manager believes that the terms of the Related Tenancy Agreements are on normalcommercial terms.The Manager is of the view that the Proposed Acquisitions are in the ordinary course ofLMIR Trust’s business and are therefore not subject to Chapter 10 of the Listing Manual.4.5. Advice of the Independent Financial AdviserThe Manager and the Trustee have appointed KPMG Corporate Finance Pte Ltd (the“IFA”) to advise the independent Directors of the Manager comprising Mr AlbertSaychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock (the “IndependentDirectors”) and the Trustee in the transaction as to whether the Proposed Acquisitionsare (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trustand the Unitholders.Having considered the factors and made the assumptions set out in its letter, andsubject to the qualifications set out therein, the IFA is of the opinion that:4.5.1. in accordance with Chapter 9 of the Listing Manual, the Pejaten VillageAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.2. in accordance with Chapter 9 of the Listing Manual, the Binjai SupermallAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.3. in accordance with Paragraph 5 of the Property Funds Appendix, the PejatenVillage Acquisition is on normal commercial terms and is not prejudicial to theUnitholders; and4.5.4. in accordance with Paragraph 5 of the Property Funds Appendix, the BinjaiSupermall Acquisition is on normal commercial terms and is not prejudicial tothe Unitholders.A copy of the letter from the IFA to the Independent Directors and the Trustee (the “IFALetter”), containing its advice in full, is set out in Appendix A of this Circular.26
4.6. Interests of Directors and Substantial Unitholders 14.6.1 Interests of Directors of the ManagerDetails of the unitholdings of the Directors are as follows:UnitholderDirectInterestDeemedInterestTotalInterest%Interest (1)Mr Albert Saychuan Cheok. . . 400,000 — 400,000 0.018Ms Viven Gouw Sitiabudi . . . . — — — —Mr Douglas Chew . . . . . . . . . — — — —Mr Bunjamin J. Mailool . . . . . — — — —Mr Lee Soo Hoon, Phillip . . . . — — — —Mr Goh Tiam Lock. . . . . . . . . — — — —Note:(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the LatestPracticable Date.Save as disclosed above and based on information available to the Manager,none of the Directors has an interest, direct or indirect, in the ProposedAcquisitions.4.6.2 Interests of Substantial UnitholdersThe details of the unitholdings of the Substantial Unitholders who are interestedin the Proposed Acquisitions are as follows:UnitholderDirectInterestDeemedInterestTotalInterest%Interest (1)Bridgewater . . . . . . . . 591,023,888 — 591,023,888 27.06PT. Sentra Dwimandiri(“PTSD”) (2) . . . . . . . . . — 591,023,888 591,023,888 27.06PT. Lippo KarawaciTbk (3) . . . . . . . . . . . . — 654,014,003 654,014,003 29.95Notes:(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the LatestPracticable Date.(2) PTSD directly and/or through its subsidiaries wholly-owns Bridgewater and is deemed to beinterested in the Units held by Bridgewater.(3) PT Lippo Karawaci Tbk directly and/or through its subsidiaries wholly-owns Bridgewater andis deemed to be interested in the Units held by Bridgewater. PT Lippo Karawaci Tbk alsodirectly and/or through its subsidiaries wholly-owns the Manager and is deemed to beinterested in the 62,990,115 Units (representing 2.88% of the total number of issued Units)held by the Manager.1 “Substantial Unitholders” refers to Unitholders with an interest in more than 5.0% of all Units in issue.27
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: Therefore, each of the Pejaten Vill
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
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forecasts of income, expenses and c
Page 109 and 110:
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
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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