11.07.2015 Views

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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The Sponsor, directly and/or through its subsidiaries and through its interest inthe Manager, has (i) deemed interests of approximately 29.95% in LMIR <strong>Trust</strong>and (ii) wholly-owns the Manager, and is therefore regarded as a “controllingunitholder” of LMIR <strong>Trust</strong>, and “controlling shareholder” of the Manager underboth the Listing Manual and (where applicable) the Property Funds Appendix.The Pejaten Village Vendors and TMI are indirect wholly owned subsidiaries ofthe Sponsor. MPP and the Sponsor are under common control by PT MultipolarCorporation Tbk.Based on information available to the Manager in the Register of Unitholders,the other Substantial Unitholder is APG Algemene Pensioen Groep N.V.(9.89%).5. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS AND THERECENT ACQUISITIONSThe pro forma financial effects of the Proposed Acquisitions and the Recent Acquisitionspresented below are strictly for illustrative purposes only and were prepared based on:(i)the FY2011 Audited Consolidated Financial Statements and the unaudited financialstatements of the target companies for FY2011;(ii) the unaudited consolidated financial statements of LMIR <strong>Trust</strong> and the targetcompanies for the six months ended 30 June 2012 (the “6M 2012 Unaudited FinancialStatements”); andand assuming 1 :(a)(b)(c)(d)the cash portion of S$129.0 million of the Total Acquisition Cost will be paid in full incash;the cash component is funded by the proceeds from the Notes at an assumed weightedaverage interest rate of 5.079% per annum 2 ;a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) perquarter will be provided by the KJI vendor (please see paragraph 2.4.2 of Appendix Bfor further information on the rental guarantee in respect of KJI); andin relation to the pro forma financial effects of the Recent Acquisitions and the ProposedAcquisitions on the Distributable Income for LMIR <strong>Trust</strong>, that:(I)(II)LMIR <strong>Trust</strong> had purchased the relevant properties and had incurred expendituresfor the acquisition of these properties on 1 January 2011 and 1 January 2012 forFY2011 and 6M2012 respectively; andsuch expenditures are based on the purchase consideration for 100% of therevenue generating spaces within the malls that are to be acquired including theBinjai Units (as defined herein) which were occupied by MPP and will only beincome generating at the completion of the Binjai Supermall Acquisition.1 The actual split in the use of proceeds may be adjusted to take into account the adjustment for the consolidated netassets or net liabilities of PPP in the case of the Pejaten Village Acquisition.2 This does not take into account the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017pursuant to the EMTN Programme.28

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