Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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6.4 Other relevant factorsPejaten Village Purchase Consideration adjustmentThe Pejaten Village Purchase Consideration is subject to adjustment for the consolidated netassets or net liabilities of PPP as at the completion date of the Pejaten Village Acquisition. Theadjustment for the consolidated net assets or net liabilities needs to be made because LMIRTrust will be acquiring Pejaten Village indirectly by acquiring the special purpose companywhich indirectly hold Pejaten Village. In an acquisition of a company, it is common and fair foran adjustment mechanism to be provided so that what the purchaser is paying to the vendortakes into account the exact assets and liabilities of the company at the point when the companyis transferred to the purchaser.Deeds of Indemnity in relation to the Proposed AcquisitionsPejaten Village Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Pejaten Village SPAs, subject to certainterms and conditions (the “Pejaten Village Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Pejaten Village SPAs:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with a breach by thePejaten Village Vendors of any of their warranties and representations in thePejaten Village SPAs;all and any losses which the Trustee may suffer, including, but not limited to, lossof rental, service charges, carpark and other income and claims for losses fromexisting or potential tenants, which arises out of or in connection with cases beforeany courts, tribunals and governmental authorities, agencies or bodies in therelevant jurisdictions, including the Indonesian Business Competition SupervisoryCommission, whether directly or indirectly; andall and any losses which the Trustee may suffer which arise out of or in connectionwith a failure by the Pejaten Village Vendors to comply with any of their joint andseveral obligations in the Pejaten Village SPAs.Binjai Supermall Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Binjai Supermall SPA, subject to certainterms and conditions (the “Binjai Supermall Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Binjai Supermall SPA:A-18
(i)(ii)all and any losses which the Trustee may suffer in connection with a breach by theBinjai Supermall Vendor of any of its warranties and representations in the BinjaiSupermall SPA;all and any losses which the Trustee may suffer, including, but not limited to, lossof rental, service charges, carpark and other income and claims for losses fromexisting or potential tenants, which arises out of or in connection with cases beforeany courts, tribunals and governmental authorities, agencies or bodies in therelevant jurisdictions, including the Indonesian Business Competition SupervisoryCommission, whether directly or indirectly; and(iii) all and any losses which the Trustee may suffer which arises out of or inconnection with a failure by the Binjai Supermall Vendor to comply with any of itsjoint and several obligations in the Binjai Supermall SPA.A-19
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CIRCULAR DATED 26 NOVEMBER 2012THIS
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TABLE OF CONTENTSPageCORPORATE INFO
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SUMMARYThe following summary is qua
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Key Benefits of the Proposed Acquis
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METHOD OF FINANCINGThe Manager inte
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RESOLUTION 2: PROPOSED ACQUISITION
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INDICATIVE TIMETABLEThe timetable f
Page 17 and 18:
and are in line with the Manager’
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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 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: Selected comparable companies in So
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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