Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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Notes:(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Tamini Squareincluding service charge.(3) Excludes depreciation of investment property for Tamini Square.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.2.4 KJI2.4.1 Description of KJIKJI is a five-level (including one basement level) retail mall located in the city ofJakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat JatiSub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province. KJI hasan NLA of 32,540 sq m, and a favourite destination for shopping and dining for thelocal population in East Jakarta.KJI is situated 2.5 km south of Jakarta’s Jagorawi toll road and is easily accessiblefrom the main road. Hence, the mall has good accessibility to passing traffic. KJI’snotable developments in the close vicinity includes Taman Mini Indonesia Indah whichis a culture-based recreational area in East Jakarta and Halim PerdanakusumaAirport.Completed in 1996, KJI had undergone refurbishment works in 2004 and as well asrecently this year in 2012.The table below sets out a summary of selected information on KJI (as at 30 June 2012unless otherwise stated).Address/LocationJalan Raya Bogor Km 19, Kramat Jati Sub District,Kramat Jati District, East Jakarta Region, DKIJakarta Province, IndonesiaTitle details 1. SHGB No. 15/Kramat Jati;2. SHGB No. 24/Kramat Jati; andDescription/Existing UseParking baysValidity period of landtitles3. SHGB No. 42/Kramat Jati.A five-level retail mall including one basement level716 car lots and 718 motorcycle lotsSHGB No. 15//Kramat Jati: until 24 October 2024SHGB No. 24/Kramat Jati: until 17 May 2027SHGB No. 42/Kramat Jati: until 2 November 2031Year of completionof buildingEach HGB title may be extendable for 20 years1996B-8
Occupancy rate (as at 30September 2012)Average gross rent (1)Number of tenants (as at30 September 2012)50.3%Rp.33,000 psm per month38GFA (sq m) 65,511NLA (sq m) 32,540Gross revenue for the6M2012Net property income for6M2012EncumbrancesValuation by KJPP RHP (4)Restriction in interest (5)Notes:Rp.28.2 billion (2)Rp.18.9 billion (3)NilRp.552 billionNil(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to KJI including servicecharge.(3) Excludes depreciation of investment property for KJI.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.2.4.2 Rental Guarantee in respect of KJIKJI had undergone an asset enhancement initiative (“AEI”), with a substantial part ofthe works having been completed in 3Q2012.As at June 2012, the occupancy rate at KJI was approximately 51%. As a large partof the AEI has now been completed, the mall operations are expected to improve andoccupancy is projected to increase upon stabilisation of the mall. In the interim, the KJIVendor has provided a rental guarantee to LMIR Trust in respect of KJI pursuant to adeed of rental guarantee (the “KJI Deed of Rental Guarantee”), which is for theamount of Rp.10.75 billion (S$1.4 million) per quarter (“Guaranteed Sum”) for FY2013and FY2014 (which will be partially backed by a banker’s guarantee for the amount ofRp.15.00 billion (S$1.9 million).The KJI Deed of Rental Guarantee is a rental revenue guarantee and is intended toinsulate LMIR Trust due to the recently completed AEI, as well as to insulate LMIRTrust from unforeseen changes or disruptions in the business conditions of KJI or theIndonesia retail market. Under the terms of the KJI Deed of Rental Guarantee, the KJIVendor, being the guarantor, will make good any shortfall between the actual rentachieved by KJI and the agreed rental guarantee amount for each of the respectivequarters during FY2013 and FY2014.The board of directors of the Manager is of the view that the KJI Deed of RentalGuarantee is in the interest of LMIR Trust as it offers protection to LMIR Trust in theevent that the gross rental revenue in respect of KJI for the relevant quarter falls belowthe guaranteed amount for the term of the KJI Deed of Rental Guarantee.B-9
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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
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and are in line with the Manager’
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KJPP WR and KJPP RHP were appointed
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Acquisition is an Interested Party
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The Trustee had, on 23 October 2012
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(vi)the lease agreement made by and
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Based on the Manager’s experience
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(iii)The relative figures for each
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Therefore, each of the Pejaten Vill
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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 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: 2.3 Tamini Square2.3.1 Description
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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