Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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U.S. : United StatesWhitewash Resolution : The proposed whitewash resolution for the waiver of the rightsof Independent Unitholders to receive a Mandatory Offer fromthe Sponsor and parties acting in concert with it for all theremaining Units not owned or controlled by the Sponsor andparties acting in concert with itS$ and cents : Singapore dollars and cents% : Per centum or percentageThe terms “Depositor” and “Depository Register” shall have the meanings ascribed to themrespectively in Section 130A of the Companies Act, Chapter 50 of Singapore.Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.Any reference in this Circular to any enactment is a reference to that enactment for the time beingamended or re-enacted.Any reference to a time of day in this Circular shall be a reference to Singapore time unlessotherwise stated.Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereofare due to rounding. Where applicable, figures and percentages are rounded to one decimalplace.48
APPENDIX AINDEPENDENT FINANCIAL ADVISER’S LETTERThe Independent DirectorsLMIRT Management Ltd(manager of Lippo Malls Indonesia Retail Trust)50 Collyer Quay, #06-07 OUE BayfrontSingapore 049321HSBC Institutional Trust Services (Singapore) Limited(trustee of Lippo Malls Indonesia Retail Trust)21 Collyer Quay, #10-02 HSBC BuildingSingapore 04932026 November 2012Dear SirsINDEPENDENT FINANCIAL ADVISER'S ADVICE IN RESPECT OF:(1) THE PEJATEN VILLAGE ACQUISITION;(2) THE BINJAI SUPERMALL ACQUISITION; AND(3) THE WHITEWASH RESOLUTION.For the purpose of this letter, capitalised terms not otherwise defined herein shall have thesame meaning given as in the circular to the unitholders of Lippo Malls Indonesia Retail Trust(the “Unitholders”)(“LMIR Trust”) in relation to the Pejaten Village Acquisition, the BinjaiSupermall Acquisition and the Whitewash Resolution (as defined below) (the “Circular”).1. INTRODUCTION1.1 TransactionsOn 23 October 2012 (the “Announcement Date”), LMIRT Management Ltd in itscapacity as manager of LMIR Trust (the “Manager”) announced that HSBC InstitutionalTrust Services (Singapore) Limited in its capacity as trustee of LMIR Trust (the“Trustee”) had entered into:- conditional share purchase agreements (the “Pejaten Village SPAs”) to acquirePejaten Village (“Pejaten Village”) from Sea Pejaten Pte Ltd (“Sea Pejaten”) andGading Nusa Utama (“GNU”) (collectively the “Pejaten Village Vendors”) (the“Pejaten Village Acquisition”).- a conditional sale and purchase agreement (the “Binjai Supermall SPA”) to acquireBinjai Supermall (“Binjai Supermall”, and together with Pejaten Village, the“Proposed Properties”) from PT Trias Mitra Investama (“TMI”) and PT MatahariPutra Prima Tbk (“MPP”) (the “Binjai Supermall Vendors”) (the “BinjaiSupermall Acquisition”, and together with the Pejaten Village Acquisition, the“Proposed Acquisitions”).A-1
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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 and 52: Mandatory Offer : A general offer m
Page 53: Sea Pejaten : Sea Pejaten Pte. Ltd.
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
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To : HSBC Institutional Trust Servi
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forecasts of income, expenses and c
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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
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NOTICE OF EXTRAORDINARY GENERAL MEE
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