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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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AnnouncementDateCompletionDateREITPrope rtyBasis of acquisitionfeeDetermination of the issue price of Unitsas payment of the Acquisition FeeAcquisitionfee (S$m)Number ofunits issuedIssue price(S$)28 Dec 2011 17 Feb 2012 Fortune REIT Belvedere Garden Property andProvident Centre Property, Hong17 Oct 2011 14 Dec 2011 K-REIT Asia 87.51% in Ocean Financial Centre,Singapore1% Based on the prevailing market price on theSGX-ST, being 17 Feb 20121% Based on 10-business days VWAP preceding thecompletion date, being 14 Dec 2011HK$19.0m 4,809,152 HK$3.950820.1 23,534,019 0.8629 Jul 2011 23 Sep 2011 Frasers CentrePointT rustBedok Point, Singapore 1% Based on the issue price per unit pursuant to theprivate placement carried out to fund theacquisition as announced on 15 Sept 201106 May 2011 30 Jun 2011 Capita<strong>Retail</strong> China <strong>Trust</strong> New Min Zhong Le Yuan Mall, China Up to 1.5% of thepurchase price of theasset acquired for lessthan S$200.0 mil26 Oct 2010 09 Dec 2010 Suntec REIT 33.33% interest in Marina BayFinancial Centre Towers 1 & 2 andMarina Bay Link Mall, Singapore11 Oct 2010 15 Dec 2010 K-REIT Asia 33.33% interest in Marina BayFinancial Centre Towers 1 & 2 andMarina Bay Link Mall, SingaporeBased on 10-business days VWAP preceding therelevant issue date, being 18 Jul 20111% Based on 10-business days VWAP preceding therelevant issue date, being 10 Dec 20101% Based on 10-business days VWAP preceding thecompletion date, being 15 Dec 201018 Nov 2009 28 Jun 2010 Starhill Global REIT Starhill Gallery and Lot 10, Malaysia 1% Based on 10-business days VWAP preceding therelevant issue date, being 12 July 20101.3 913,669 1.391.1 922,377 1.2415.0 10,266,300 1.4614.3 10,088,383 (1) 1.414.4 7,909,654 0.5609 Feb 2010 01 Jul 2010 CapitaMall <strong>Trust</strong> Clarke Quay, Singapore 1% Not available 2.7 1,432,312 1.8722 Oct 2007 and 7Jan 201005 Feb 2010 Frasers CentrePointT rustNorthpoint 2 and Yew Tee Point,Singapore24 Aug 2009 15 Oct 2009 Fortune REIT Metro Town, Caribbean Bazaar andHampton Loft, Hong Kong1% Based on the issue price per unit pursuant to theprivate placement carried out to fund theacquisition as announced on 27 Jan 20101% Based on the higher of (i) theoretical ex-rightsprice of $3.20 (ii) rights issue price of HK$2.292.9 2,181,954 1.33HK$20.4 m 6,371,875 HK$3.2023 Oct 2012<strong>Lippo</strong> <strong>Malls</strong> <strong>Indonesia</strong><strong>Retail</strong> <strong>Trust</strong>Pejaten Village and BinjaiSupermall, <strong>Indonesia</strong>1%Based on the 10-business day VWAPpreceding the Proposed Completion1.3 TBD (2) TBD (2)Notes:(1) Concurrent with the acquisition of 33.33% interest in Marina Bay Financial Centre Towers 1 & 2 and Marina BayLink Mall (“MBFC”), K-REIT Asia simultaneously divested Keppel Towers and GE Towers. The total number ofunits issued for the aforementioned transaction was 12,114,120 units. The number of units issued for the payment ofacquisition fee for MBFC, being 10,088,383, was calculated based on 1% of the purchase consideration of S$1,426.8million divided by the issue price of S$1.4143 per unit.(2) As at the Latest Practicable Date the number of Units issued and the issue price is still to be determined (“TBD”) asthe computation of the issue price is based on the 10-business days VWAP preceding the Proposed Completion.Source: Respective REITS’ announcements and transaction circulars obtained from SGX websiteThe Independent Directors should note that certain circumstances and terms relating to theselected completed precedent acquisition fee unit issuances are unique and might not beidentical to the issuances made in respect of the Pejaten Village Acquisition Fee and the BinjaiSupermall Acquisition Fee, and may be dependent on the market sentiments prevailing at thetime of such issuances.The selected companies which had carried out the selected completed precedent acquisition feeunit issuances might be different from LMIR <strong>Trust</strong> in terms of composition of business activities,scale of operations, risk profile, geographical spread of activities, track record, futureprospects and other relevant criteria. In addition, the list of selected completed precedentacquisition fee unit issuances is by no means exhaustive and information relating to the selectedcompanies was compiled from publicly available information.The Independent Directors should note that the above comparison merely is for illustrativepurposes and serves as a general guide only.We observe from the above that the selected completed precedent issues were undertakenpursuant to an identical, or at least like, pricing formula.In addition to the above, we note Listing Rule 811(1) of the Listing Manual, which allowscompanies to issue shares at up to a 10% discount to the weighted average price for trades doneon the Exchange for the full market day on which the placement or subscription agreement issigned.A-21

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