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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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We note that the pricing of the Pluit Village Acquisition Fee Units will be at S$0.425 per Unit,this being in accordance with the approval given by Unitholders at the time of the acquisition ofPluit Village. We note that, as disclosed in the circular to Unitholders dated 3 October 2011,Clause 15.2.1(i) of the <strong>Trust</strong> Deed permitted the Manager to receive the Pluit VillageAcquisition Fee Units at a lower price of S$0.31 per Unit.7.3 Potential dilution arising from the Acquisition Fee Units issuanceThe maximum possible increase in the unitholdings of the Manager would occur in the scenariowhere the Manager elects to receive its full entitlement to the acquisition fees in relation to thePluit Village Acquisition and the Proposed Acquisitions in Units, without breaching the“public” float requirement set out in Rule 723 of the Listing Manual, being an aggregate of8,620,760 Units, the aggregated unitholding of the Sponsor and parties acting in concert with itimmediately after the issue of the Pluit Village Acquisition Fee Units, the Pejaten VillageAcquisition Fee Units and the Binjai Supermall Acquisition Fee Units to the Manager will be30.23%.The following table sets out the respective unitholdings of the Sponsor and parties acting inconcert with it if the Manager receives the Acquisition Fee Units.Unitholdings of the Sponsor and parties acting in concert with itBefore the issue of theAcquisition Fee UnitsImmediately after the issue of theAcquisition Fee UnitsIssued Units 2,183,818,115 2,191,938,875Number of Units held by theSponsor and parties acting inconcert with itNumber of Units held byUnitholders, other than theSponsor and parties acting inconcert with it% of issued Units held by theSponsor and parties acting inconcert with it% of Issued Units held byUnitholders, other than theSponsor and parties acting inconcert with it654,414,003 662,534,7631,529,404,112 1,529,404,11229.97% 30.23%70.03% 69.77%Notes:(1) As disclosed in the circular to Unitholders dated 3 October 2011, while clause 15.2.1(i) of the <strong>Trust</strong> Deed allowsthe Manager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Managerhas elected to receive the Pluit Village Acquisitio Fee Units at the issue price of S$0.425 per Unit instead. As thePluit Village Acquisition Fee Units were not issued to the Manager within three months of the extraordinarygeneral meeting held on 20 October 2010, the approval granted by the Independent Unitholders on 20 October2011 would have to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.(2) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten Village AcquisitionFee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would be issued at an issue price ofS$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to the Manager in Units would be issued at anissue price of S$0.425 per Unit. Please see paragraph 4.3 in the <strong>Circular</strong> for further details.A-22

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