Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, thefull text of this Circular. Meanings of defined terms may be found in the Glossary on pages 40 to48 of this Circular.Any discrepancies in the tables included herein between the listed amounts and totals thereof aredue to rounding.INTRODUCTIONListed on the SGX-ST on 19 November 2007, LMIR Trust is a Singapore-based real estateinvestment trust with a diversified portfolio of income-producing retail and retail-related propertiesin Indonesia. LMIR Trust is established with the principal investment objective of owning andinvesting, on a long-term basis, in a diversified portfolio of income-producing real estate inIndonesia that are primarily used for retail and/or retail-related purposes, and real estate-relatedassets in connection with the purposes mentioned in the foregoing. As at 30 September 2012,LMIR Trust’s portfolio comprises 10 high-quality retail malls and seven major retail units locatedwithin other retail malls with a combined net lettable area (“NLA”) of 546,776 sq m and valuationof S$1,375.6 million based on LMIR Trust’s balance sheet as at 30 September 2012 (the“September 2012 Portfolio”).SUMMARY OF THE TRANSACTIONSOverviewIn order to continue to grow LMIR Trust in accordance with its principal investment objective, theManager proposes to carry out the following Interested Person Transactions 1 (the“Transactions”):• the acquisition of Pejaten Village, a six-level (including one basement level) retail malllocated in the city of Jakarta, Indonesia, bearing the postal address Jalan Warung Jati BaratNo. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI JakartaProvince and which is covered by three HGB Certificates issued by the relevant NationalLand Office in accordance with applicable laws of the Republic of Indonesia (“SHGB”) 2(Sertipikat Hak Guna Bangunan) (“Pejaten Village”, and the acquisition of Pejaten Village,the “Pejaten Village Acquisition”), from Sea Pejaten Pte. Ltd. (“Sea Pejaten”) and GadingNusa Utama (“GNU”, and together with Sea Pejaten, the “Pejaten Village Vendors”) 3 whichown Pejaten Village indirectly in the proportions 95.0% and 5.0%, respectively, for a1 “Interested Person Transaction” means a transaction between an entity at risk and an Interested Person.2 Under Indonesia land law, the highest title which can be obtained by a company incorporated or located in Indonesiais a ‘Right to Build’ or HGB Title. HGB Titles can only be obtained by an Indonesian citizen, or by a legal entity whichis incorporated under Indonesian law and located in Indonesia including foreign investment companies. A holder ofthe HGB Title has the right to erect, occupy and use buildings on that particular parcel of land, and also has the rightto encumber and sell all or part of the parcel.3 Pejaten Village will be acquired by LMIR Trust through a wholly-owned subsidiary, namely Requis Investment Pte.Ltd. (“Requis”). Requis will enter into a sale and purchase agreement with Sea Pejaten for the acquisition of a75.0% interest in PT Panca Permata Pejaten (“PPP”), which directly holds Pejaten Village, and Gaillard InvestmentPte. Ltd. (“Gaillard”), which is a wholly-owned subsidiary of Requis, will enter into a sale and purchase agreementwith Sea Pejaten and GNU for the remaining 20.0% and 5.0% interest in PPP, respectively.1