Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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GLOSSARYIn this Circular, the following definitions apply throughout unless otherwise stated:3Q2012 : The period from 1 July 2012 to 30 September 20126M2012 : The six month period ended 30 June 20126M2012 UnauditedFinancial Statements: The unaudited consolidated financial statements of LMIRTrust and the target companies for the six months ended30 June 2012ACU : PT Amanda Cipta UtamaAcquisition Fee Units : The acquisition fee which is required to be paid to theManager in Units pursuant to paragraph 5.6 of the PropertyFunds Appendix, in respect of the Proposed Acquisitions andthe Pluit Village Acquisition Fee UnitsAuthorised Investments : Refers to, in general:(i)(ii)(iii)(iv)real estate, whether freehold or leasehold, in or outsideSingapore or Indonesia, held singly or jointly, and/or byway of direct ownership or by a shareholding in a specialpurpose vehicle;any improvement or extension of or addition to orreconstruction or renovation or other development of anyreal estate or any building thereon;real estate-related assets, wherever the issuers, assetsor securities are incorporated, located, issued or traded;listed or unlisted debt securities and listed shares orstock and (if permitted by the MAS) unlisted shares orstock of or issued by local or foreign non-propertycompanies or corporations;(v) government securities (issued on behalf of theSingapore Government or governments of othercountries) and securities issued by a supra-nationalagency or a Singapore statutory board;(vi)cash and cash equivalent items;(vii) financial derivatives only for the purposes of (a) hedgingexisting positions in the portfolio of LMIR Trust wherethere is a strong correlation to the underlyinginvestments or (b) efficient portfolio management,provide that such derivatives are not used to gear theoverall portfolio of LMIR Trust or intended to beborrowings of LMIR Trust; and40
(viii) other investments not covered by sub-paragraph (i) to(vii) of this definition but specified as a permissibleinvestment in the Property Funds Appendix and selectedby the Manager for investment by LMIR Trust andapproved by the Trustee in writing (see the Trust Deedfor details)Binjai Supermall : A three-level retail mall located in Binjai, North Sumatra,Indonesia at Jalan Soekarno Hatta No.14, Timbang LangkatSub District, East Binjai District, Binjai City, North SumatraProvince, IndonesiaBinjai SupermallAcquisitionBinjai SupermallAcquisition FeeBinjai SupermallAcquisition Fee UnitsBinjai SupermallAggregate Consideration: The proposed acquisition of Binjai Supermall for whichUnitholders’ approval is sought in this Circular: The acquisition fee in relation to the Binjai SupermallAcquisition payable to the Manager pursuant to the TrustDeed: The Units which will be issued to the Manager as partpayment for the Binjai Supermall Acquisition Fee: The aggregate purchase consideration of Rp.237.5 billion(S$30.2 million) for the acquisition of Binjai Supermall by ACUfrom TMI and MPPBinjai Supermall CSPA : The conditional sale and purchase agreement entered intobetween ACU and the Binjai Supermall Vendor for theacquisition of Binjai SupermallBinjai Supermall Deed ofIndemnityBinjai Supermall RelatedTenancy Agreements: The deed of indemnity entered into by Bridgewater and theTrustee for the indemnification of certain matters byBridgewater in relation to the Binjai Supermall Acquisition: The tenancy agreements with respect to Binjai Supermallentered into by certain associates and subsidiaries of theSponsorBinjai Supermall Vendors : TMI and MPPBoard : The board of directors of the ManagerBOT : Build, operate and transfer as described in paragraph 3.8 ofthis CircularBOT Agreement : An agreement entered into by the BOT Grantor and the BOTGrantee in relation to the construction and operation of theProperties pursuant to a BOT SchemeBOT Grantee : The party which has been granted a right by the BOT Grantorto construct and operate a building on the BOT Land for aparticular period of time, pursuant to a BOT Agreement41
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 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: IMPORTANT NOTICEThe value of Units
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
Page 121 and 122:
This page has been intentionally le
Page 123 and 124:
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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