11.07.2015 Views

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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2. TERMS OF REFERENCEOur responsibility is to provide the Opinions in respect of the Proposed Acquisitions and theWhitewash Resolution.Our Opinions are delivered solely for the use and benefit of the addressees of this letter (asappropriate) (the “Addressees”) for their deliberations on the Proposed Acquisitions and theWhitewash Resolution, before arriving at a decision on the merits or demerits thereof, and inmaking any recommendations. We were not involved in any aspect of the negotiationspertaining to the Proposed Acquisitions and/or the Whitewash Resolution, nor were we involvedin the deliberations leading up to the decisions of and recommendations by the Addressees (asappropriate) to proceed with the Proposed Acquisitions and/or the Whitewash Resolution. Thedecisions of and recommendations made by the Addressees (as appropriate) shall remain theirsole responsibility.Our Opinions should not be relied on as recommendations to any Unitholders as to how suchUnitholders should vote in relation to the Proposed Acquisitions and/or the WhitewashResolution or any matters related thereto.We have not conducted a comprehensive review of the business, operations or financialcondition of LMIR <strong>Trust</strong>. Our terms of reference also do not require us to evaluate or commenton the merits and/or risk, whether strategic, commercial, financial or otherwise, of the ProposedAcquisitions and/or the Whitewash Resolution or on the future prospects of LMIR <strong>Trust</strong> and assuch, we do not express an opinion thereon. Such evaluation or comments remain the soleresponsibility of the Addressees (as appropriate).It is also not within our terms of reference to compare the relative merits of the ProposedAcquisitions and/or the Whitewash Resolution to any alternative transactions previouslyconsidered by, or that may have been available to, LMIR <strong>Trust</strong> or any alternative transactionsthat may be available in the future. Such evaluations or comments remain the sole responsibilityof the Addressees (as appropriate), although we may draw upon their views or make suchcomments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving atour opinion.In addition, we have not made any independent evaluation or appraisal of the existing orproposed assets or liabilities (including without limitation, real property) of LMIR <strong>Trust</strong>.In formulating our Opinions, we have held discussions with the directors of the Manager (the“Directors”) and its management team. We have considered the information contained in the<strong>Circular</strong>, publicly available information collated by us as well as information, both written andverbal, provided by the Manager and its professional advisers, which may include solicitors,auditors, tax advisers and valuers. We have not independently verified such information,whether written or verbal, and accordingly cannot and do not make any representation orwarranty, express or implied, in respect of and do not accept any responsibility for the accuracy,completeness or adequacy of all such information, provided or otherwise made available to usor relied on by us. We have nevertheless made reasonable enquiries and used our judgment inassessing such information and have found no reason to doubt the accuracy or the reliability ofsuch information.A-6

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