Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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stability of income streams for LMIR Trust, thus benefiting its Unitholders.”6.2 Financial assessment of the Proposed AcquisitionsIn evaluating the reasonableness of the:Pejaten Village Purchase Consideration for the Pejaten Village Acquisition; andBinjai Supermall Purchase Consideration for the Binjai Supermall Acquisition,we have considered the following factors which have a bearing on our assessment:Basis for arriving at the Pejaten Village Purchase Consideration and Binjai SupermallPurchase ConsiderationThe:Pejaten Village Purchase Consideration of Rp. 748.0 billion (S$95.1 million); andBinjai Supermall Purchase Consideration of Rp. 237.5 billion (S$30.2 million),were both arrived at on a willing-buyer and willing-seller basis after taking into account thevaluations of Pejaten Village and Binjai Supermall by the Independent Valuers.The Independent Valuers were appointed for the purposes of:determining the market value of Pejaten Village as at 30 June 2012; and determining the market value of Binjai Supermall as at 30 June 2012,with the following determinations made:Valuation of Pejaten Village by the Independent ValuersAppraised Value by KJPP Willson & RekanRp. 870.15 billionAppraised Value by KJPP RHPRp. 841.00 billionValuation of Binjai Supermall by the Independent ValuersAppraised Value by KJPP Willson & RekanRp. 253.90 billionAppraised Value by KJPP RHPRp. 247.00 billionSummarised versions of the valuation reports (the “Valuation Reports”) are contained inAppendix D of the Circular.Our observations in relation to the Valuation Reports are as follows:The Valuation Reports were undertaken in compliance with the Indonesian ValuationStandards (Standard Penilaian Indonesia / SPI) 2007.A-10
The Valuation Reports assess: the market value as at 30 June 2012 for Pejaten Village, which is close to the date of thePejaten Village SPA, as well as the intended settlement date of the Pejaten VillageAcquisition; and the market value as at 30 June 2012 for Binjai Supermall, which is close to the date of theBinjai Supermall SPA, as well as the intended settlement date of the Binjai SupermallAcquisition.The market value, as defined in the respective Valuation Reports, is the estimated amountfor which an asset should exchange on the date of valuation between a willing buyer and awilling seller in an arm’s-length transaction after proper marketing wherein the transactingparties had each acted knowledgeably, prudently and without compulsion.In arriving at its opinion on market value for Pejaten Village: KJPP Willson & Rekan, on the basis that Pejaten Village is an income producingproperty, adopted the income valuation method, utilising a discounted cash flow analysis,with projections made over a five year investment horizon, taking into account existingleases, the relevant operating agreements, the tenure expiry.In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year ofnet operating income using a single capitalization rate to arrive at the property’s terminaldisposal value. KJPP RHP, on the basis that Pejaten Village is an income producing property, adoptedthe income valuation method, utilising a discounted cash flow analysis, with projectionsmade over a ten year investment horizon.In determining a capitalised value, KJPP RHP capitalised the eleventh year of netoperating income using a single capitalization rate to arrive at the property’s terminaldisposal value.In arriving at its opinion on market value for Binjai Supermall: KJPP Willson & Rekan, on the basis that Binjai Supermall is an income producingproperty, adopted the income valuation method, utilising a discounted cash flow analysis,with projections made over a five year investment horizon, taking into account existingleases, the relevant operating agreements, the tenure expiry.In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year ofnet operating income using a single capitalization rate to arrive at the property’s terminaldisposal value. KJPP RHP, on the basis that Binjai Supermall is an income producing property, adoptedthe income valuation method, utilising a discounted cash flow analysis, with projectionsmade over a ten year investment horizon.In determining a capitalised value, KJPP RHP capitalised the eleventh year of netoperating income using a single capitalization rate to arrive at the property’s terminaldisposal value.A-11
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 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: 2.1.2. Opportunity to Enhance the E
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
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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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