Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

The maximum possible increase in the unitholdings of the Manager would occur in thescenario where the Manager elects to receive its full entitlement to the acquisition feesin relation to the Pluit Village Acquisition and the Proposed Acquisitions in Units, withoutbreaching the “public” float requirement set out in Rule 723 of the Listing Manual, beingan aggregate of 8,620,760 Units, the aggregated unitholding of the Sponsor and partiesacting in concert with it immediately after the issue of the Pluit Village Acquisition FeeUnits 1 , the Pejaten Village Acquisition Fee Units and the Binjai Supermall AcquisitionFee Units to the Manager will be 30.23%.The following table sets out the respective unitholdings of the Sponsor and partiesacting in concert with it if the Manager receives the Acquisition Fee Units.Unitholdings of the Sponsor and parties acting in concert with itBefore theissue of theAcquisition FeeUnits (1)Immediatelyafter theissue of theAcquisition FeeUnitsIssued Units 2,183,818,115 2,191,938,875Number of Units held by the Sponsor andparties acting in concert with itNumber of Units held by Unitholders,other than the Sponsor and parties actingin concert with it% of issued Units held by the Sponsorand parties acting in concert with it% of Issued Units held by Unitholders,other than the Sponsor and parties actingin concert with itNote:654,414,003 662,534,7631,529,404,112 1,529,404,11229.97% 30.23%70.03% 69.77%(1) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten VillageAcquisition Fee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would beissued at an issue price of S$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to theManager in Units would be issued at an issue price of S$0.425 per Unit. Please see paragraph 4.3 forfurther details.Under paragraph 2(d)(ii) of Appendix 1 of the Code (Whitewash Guidance Note), awaiver in relation to Rule 14 of the Code will only be granted subject to certainconditions, including the condition that the Sponsor and parties acting in concert with itdid not acquire or are not to acquire any Units or instruments convertible into andoptions in respect of Units (other than subscriptions for, rights to subscribe for,instruments convertible into or options in respect of new Units which have beendisclosed in this Circular) in the six months prior to the announcement of the WhitewashResolution. In this respect, the acquisitions of Units by the Sponsor and parties actingin concert with it (as defined in the Code) (including the Manager) in the past six monthspreceding the date of this Letter are set out below:(i)on 27 February 2012, the Manager was issued 2,902,315 new Units as paymentof the performance fee component of the management fee that the Manager is1As disclosed in the circular to Unitholders dated 3 October 2011, while Clause 15.2.1(i) of the Trust Deed allows theManager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Manager haselected to receive the Pluit Village Acquisition Fee Units at the issue price of S$0.425 per Unit instead. As the PluitVillage Acquisition Fee Units were not issued to the Manager within three months of the extraordinary generalmeeting held on 20 October 2011, the approval granted by the Independent Unitholders on 20 October 2011 wouldhave to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.33