Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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Paragraph 5 of the Property Funds Appendix also imposes a requirement for Unitholders’approval for an Interested Party Transaction by LMIR Trust which value exceeds 5.0% ofLMIR Trust’s latest audited NAV. Based on LMIR Trust’s consolidated financial statementsfor the six-month period ended 30 September 2012, the NAV of LMIR Trust was S$1,153.8million as at 30 September 2012. Accordingly, if the value of a transaction which isproposed to be entered into by LMIR Trust with an Interested Party3 is equal to or greaterthan S$57.7 million, such a transaction would be subject to Unitholders’ approval. Giventhe Pejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million), thevalue of the Pejaten Village Acquisition exceeds the said threshold.As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned byPeninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-ownedsubsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries andassociates and through its interest in the Manager, has (i) deemed interests ofapproximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is thereforeregarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” ofthe Manager, under both the Listing Manual and (where applicable) the Property FundsAppendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of theSponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten VillageVendors is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of theProperty Funds Appendix relating to Interested Party Transactions, each of the PejatenVillage Vendors is an Interested Party of LMIR Trust. Similarly, TMI is an indirect whollyownedsubsidiary of the Sponsor. MPP and the Sponsor are under common control by PTMultipolar Corporation Tbk. For the purposes of Chapter 9 of the Listing Manual, each ofTMI and MPP is an Interested Person of LMIR Trust, and for the purposes of paragraph 5of the Property Funds Appendix relating to Interested Party Transactions, each of TMI andMPP is an Interested Party of LMIR Trust.Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisitionwill constitute an Interested Person Transaction under Chapter 9 of the Listing Manual.The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitutean Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Thevalue of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV ofS$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired for the Pejaten Village Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix. Although approval of Unitholders is notrequired for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii)due to the fact that Unitholders’ approval is also being sought for the Pejaten VillageAcquisition. Accordingly, the approval of Unitholders is sought for each of the PejatenVillage Acquisition and the Binjai Supermall Acquisition.”Requirement for Unitholders’ approval of the Whitewash ResolutionThe following is extracted from section 6.3 of the Circular and provides an overview of why theissuance of units to the Manager in connection with the Pejaten Village Acquisition, the BinjaiSupermall Acquisition, and the Pluit Village Acquisition is being sought.A-4
“6.3. Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units inits own capacity, and the rationale for allowing the Manager to do so is set out as follows.Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to theManager in the form of cash and/or Units (as the Manager may elect). However, theManager is required under paragraph 5.6 of the Property Funds Appendix to receive theAcquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view ofRule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees thatit is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units.In that case, this may disincentivise the Manager from actively sourcing for and pursuingacquisition opportunities from Interested Parties, even if such acquisitions may bebeneficial to Unitholders.The Manager is also of the view that allowing it to receive the Acquisition Fees in Unitswill demonstrate the long-term commitment of the Manager and of the Sponsor to LMIRTrust. It will also further align the interests of the Manager with Unitholders, incentivisingthe Manager to raise the performance of LMIR Trust to the benefit of Unitholders.The Manager also wishes to note that pursuant to paragraph 5.6 of the Property FundsAppendix, the Acquisition Fee Units cannot be sold within one year from the date of theirissuance and so there is sufficient safeguard in place to prevent the Manager fromimmediately selling down the Acquisition Fee Units.”In accordance with the abovementioned requirements, which are more particularly described inthe Circular, KPMG Corporate Finance Pte Ltd (“KPMG Corporate Finance”) has beenappointed as the independent financial adviser (“IFA”) to advise:the Independent Directors of the Manager and the Trustee as to whether the Pejaten VillageAcquisition is (a) on normal commercial terms and (b) prejudicial to the interests of LMIRTrust and the minority Unitholders;the Independent Directors of the Manager and the Trustee as to whether the The BinjaiSupermall Acquisition is (a) on normal commercial terms and (b) prejudicial to the interestsof LMIR Trust and the minority Unitholders; andthe Independent Directors of the Manager as to whether the Whitewash Resolution is (a) onnormal commercial terms and (b) prejudicial to the interests of LMIR Trust and the minorityUnitholders,(collectively, the “Opinions”).A-5
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 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: The Manager intends to finance the
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
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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