Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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Pejaten Village RelatedTenancy Agreements: The tenancy agreements with respect to Pejaten Villageentered into by certain associates and subsidiaries of theSponsorPejaten Village Vendors : Sea Pejaten and GNUPeninsula : Peninsula Investment LimitedPlaza Madiun : Two HGB titles in Plaza Madiun located at Jalan PahlawanPluit Village Acquisition : The acquisition of Pluit VillagePluit Village AcquisitionFee Units: The acquisition fee in relation to the Pluit Village Acquisitionpayable to the Manager in UnitsPPP : PT Panca Permata PejatenProperty Funds Appendix : Appendix 6 of the Code on Collective Investment Schemesissued by the MAS in relation to real estate investment trustsProposed Acquisitions : The proposed acquisitions of Pejaten Village and BinjaiSupermall by LMIR TrustProposed Completion : The date on which the Pejaten Village PurchaseConsideration and the Binjai Supermall AggregateConsideration are to be paid as determined in accordancewith the Pejaten Village CSPAs and the Binjai SupermallCSPA, respectivelyProposed Properties : Pejaten Village and Binjai SupermallRecent Acquisitions : The acquisitions of Palembang Square, Palembang SquareExtension, Tamini Square and Kramat Jati Indah Plaza byLMIR TrustRecent Properties : Palembang Square, Palembang Square Extension, TaminiSquare and Kramat Jati Indah PlazaRelated TenancyAgreements: The Pejaten Village Related Tenancy Agreements and theBinjai Supermall Related Tenancy Agreements, as set out inAppendix FRelevant Acquisitions : The Pluit Village Acquisition and the Proposed AcquisitionsRequis : Requis Investment Pte. Ltd.Retail Malls : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, MalLippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza,Istana Plaza, Sun Plaza, Pluit Village and Plaza Medan FairRetail Spaces : Mall WTC Matahari Units, Metropolis Town Square Units,Depok Town Square Units, Java Supermall Units, MalangTown Square Units, Plaza Madiun and Grand PalladiumMedan UnitsSagacity : Sagacity Investments Pte. Ltd.46
Sea Pejaten : Sea Pejaten Pte. Ltd.Securities Account : Unitholders’ securities accounts with CDPSecurities Act : U.S. Securities Act of 1933, as amendedSeptember 2012 Portfolio : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, MalLippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza,Istana Plaza, Sun Plaza, Pluit Village, Plaza Medan Fair, MallWTC Matahari Units, Metropolis Town Square Units, DepokTown Square Units, Java Supermall Units, Malang TownSquare Units, Plaza Madiun and Grand Palladium MedanUnitsSGX-ST : Singapore Exchange Securities Trading LimitedSHGB : HGB Certificate issued by the relevant National Land Office inaccordance with applicable laws of the Republic of IndonesiaSIC : Securities Industry CouncilSIC Waiver : The waiver granted by the SIC dated 9 November 2012Specialty Space : The aggregate leasable area attributable to retail units of lessthan 400 sq m each and where the term of the lease isgenerally for more than 12 monthsSponsor : PT. Lippo Karawaci Tbk, the sponsor of LMIR TrustSubstantial Unitholders : A Unitholder with an interest in more than 5.0% of all Units inissueTMI : PT Trias Mitra InvestamaTotal Acquisition Cost : The aggregate of the Pejaten Village Purchase Consideration,the Pejaten Village Acquisition Fee, the Binjai SupermallAggregate Consideration and the Binjai Supermall AcquisitionFee, and the professional and other fees and expenses inconnection with the Proposed AcquisitionsTransactions : The Pejaten Village Acquisition and the Binjai SupermallAcquisitionTrust Deed : The trust deed dated 8 August 2007 constituting LMIR Trust,as supplemented by the first supplemental deed dated18 October 2007 and the second supplemental deed dated21 July 2010 entered into between the Trustee and theManager, as amended, varied, or supplemented from time totimeTrustee : HSBC Institutional Trust Services (Singapore) Limited, in itscapacity as trustee of LMIR TrustUnit : A unit representing an undivided interest in LMIR TrustUnitholders : Unitholders of LMIR Trust47
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 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: Mandatory Offer : A general offer m
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:
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Page 123 and 124:
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