Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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purchase consideration of Rp.748.0 billion (S$95.1 million 1 ) (the “Pejaten Village PurchaseConsideration”) 2 . Pejaten Village has a net lettable area (“NLA”) of 41,847 square metres(“sq m”) as at 30 June 2012; and• (a) the acquisition of Binjai Supermall, a three-level retail mall located in Binjai, NorthSumatra, Indonesia, bearing the postal address Jalan Soekarno Hatta No. 14, TimbangLangkat Sub District, East Binjai District, Binjai City, North Sumatra Province and whichis covered by one SHGB Certificate No. 93 with a total area of 13,267 sq m (“BinjaiSupermall”, and together with Pejaten Village, the “Proposed Properties”) from PTTrias Mitra Investama (“TMI”) 3 , which owns Binjai Supermall (the “Sale of BinjaiSupermall”); and(b)the transfer of rights over units which consist of 12,867 sq m area in the Lower GroundFloor, Ground A Floor, Ground B Floor, Ground/Basement, Upper Ground Floor A andRoof Floor of Binjai Supermall (the “Binjai Units”) from PT Matahari Putra Prima Tbk 4(“MPP”, and together with TMI, the “Binjai Supermall Vendors”) (the “Novation ofBinjai Units”),for an aggregate consideration of Rp.237.5 billion (S$30.2 million) (the “Binjai SupermallAggregate Consideration”) 5 (the “Binjai Supermall Acquisition” and together with thePejaten Village Acquisition, the “Proposed Acquisitions”). Binjai Supermall is expected tohave an NLA of 23,022 sq m (which is inclusive of the space to be acquired from MPP inBinjai Supermall) after the completion of an asset enhancement initiative by March 2013.For the avoidance of doubt, completion of the Pejaten Village Acquisition and the Binjai SupermallAcquisition are not inter-conditional upon each other. However, each of the Pejaten VillageAcquisition and the Binjai Supermall Acquisition is conditional upon the Whitewash Resolutionbecause these are interested party transactions (as defined in Appendix 6 of the Code ofCollective Investment Schemes (the “Property Funds Appendix”) issued by the MonetaryAuthority of Singapore (the “MAS”) and under paragraph 5.6 of the Property Funds Appendix,acquisitions from interested parties are required to be paid in Units. The receipt by the Managerof the Acquisition Fee Units (as defined below) is conditional upon the Whitewash Resolution (seeparagraph 6 of the Letter to Unitholders for further details).1 Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2 (the “Illustrative Rupiah Exchange Rate”)on 19 November 2012, being the latest practicable date prior to the printing of this Circular (the “Latest PracticableDate”). Unless otherwise stated, all conversions of Rp. amounts into S$ in this Circular shall be based on theIllustrative Rupiah Exchange Rate and all amounts in Rp. and S$ in this Circular shall, where such amount exceedsone million, be rounded to one decimal number.2 The Pejaten Village Purchase Consideration is subject to adjustment for the consolidated net assets or net liabilitiesof PPP as at the completion date (“Final Completion”) of the Pejaten Village Acquisition.3 Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary, Sagacity Investments Pte. Ltd.(“Sagacity”). Sagacity holds a 75.0% interest in PT Amanda Cipta Utama (“ACU”), and Maxi Magna InvestmentsPte. Ltd. (“Maxi Magna”), which is a wholly-owned subsidiary of Sagacity, holds a 25.0% interest in ACU. ACU willin turn enter into a conditional sale and purchase agreement with TMI and PT Matahari Putra Prima Tbk for theacquisition of Binjai Supermall.4 The rights over the Binjai Units were held by MPP pursuant to (I) Perjanjian Pengalihan Pengikatan Jual Beli SatuanKios/Kios Binjai Supermall dated 3 October 2005 (the “Transfer of Rights Agreement”) made by and between MPPand PT Persada Mandiri Dunia Niaga (“PMDN”), (II) Perjanjian Pengalihan Hak Kepemilikan Satuan Kios/Kios BinjaiSupermall dated 3 October 2005 made by and between MPP, PMDN and TMI, and (III) Addendum to the Transferof Conditional Sale and Purchase Agreement dated 3 October 2005 (Addendum Terhadap Perjanjian PengalihanPengikatan Jual Beli Satuan Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP andPMDN.5 The Binjai Supermall Aggregate Consideration comprises a purchase consideration of Rp.154.95 billion (S$19.7million) for the Sale of Binjai Supermall and a novation consideration of Rp.82.55 billion (S$10.5 million) for theNovation of Binjai Units.2
Key Benefits of the Proposed AcquisitionsThe Manager believes that the Proposed Acquisitions will bring the following key benefits toUnitholders:(i)(ii)(iii)(iv)(v)acquisition of retail mall assets at discounts to the average of the independent valuationsoffering stable occupancies and leasing up opportunities;opportunity to increase the earnings of LMIR Trust;the Proposed Properties are located at strategic locations with sustainable retail traffic;increased economies of scale in operations and marketing; anddiversification of LMIR Trust’s asset portfolio to minimise concentration risk.(See paragraph 2.1 of the Letter to Unitholders for further details.)Recent AcquisitionsLMIR Trust has also recently completed the acquisitions of the following properties (the “RecentProperties”, and the acquisitions of the Recent Properties, the “Recent Acquisitions”), pursuantto its announcements dated 15 October 2012 and 14 November 2012:(i)(ii)(iii)(iv)Palembang Square, a four-level retail mall located in Palembang, South Sumatra, Indonesia,bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1District, Palembang City, South Sumatera Province (“Palembang Square”), for a purchaseconsideration of Rp.467.0 billion (S$59.9 million 1 ). Palembang Square is part of a mixed-usedevelopment consisting of a hotel, a proposed hospital and Palembang Square Extension (asdefined below) and has an NLA (after the completion of a refurbishment and repositioningexercise) of 31,448 sq m;Palembang Square Extension, a two-level retail mall (including one underground level) witha bridge, located in Palembang, South Sumatra, Indonesia, bearing the postal address JalanAngkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, SouthSumatera Province (“Palembang Square Extension”), for a purchase consideration ofRp.221.5 billion (S$28.4 million 1 ). Palembang Square Extension is part of a mixed-usedevelopment consisting of a hotel, a proposed hospital and an existing mall and has an NLAof 17,326 sq m. Palembang Square Extension is directly connected to Palembang Square;Tamini Square, a seven-level (including two basement levels) strata titled retail mall locatedin the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Taman Mini Pintu 1No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region, DKI JakartaProvince (“Tamini Square”), for a purchase consideration of Rp.180.0 billion (S$23.1million 1 ). Tamini Square has an NLA of 17,475 sq m; andKramat Jati Indah Plaza, a five-level (including one basement level) retail mall located in thecity of Jakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat JatiSub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province (“KJI”), for apurchase consideration of Rp.540.0 billion (S$69.3 million 1 ). KJI has an NLA of 32,540 sq m.1 Based on the exchange rate of S$1.00 to Rp. 7,795.3, being the reference exchange rate which was agreed uponbetween the parties to the relevant sale and purchase agreement(s).3
Page 1 and 2: CIRCULAR DATED 26 NOVEMBER 2012THIS
Page 3: TABLE OF CONTENTSPageCORPORATE INFO
Page 7: SUMMARYThe following summary is qua
Page 11 and 12: METHOD OF FINANCINGThe Manager inte
Page 13 and 14: RESOLUTION 2: PROPOSED ACQUISITION
Page 15 and 16: INDICATIVE TIMETABLEThe timetable f
Page 17 and 18: and are in line with the Manager’
Page 19 and 20: 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 and 72:
Selected comparable companies in So
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(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 and 86:
2.3 Tamini Square2.3.1 Description
Page 87 and 88:
Occupancy rate (as at 30September 2
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The mall has a good tenancy mix whi
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(5) Ekalokasari PlazaEkalokasari Pl
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(10) Plaza Medan FairPlaza Medan Fa
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Malang Town Square, in which Malang
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3.3 Major Usage Mix for the Septemb
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Usage Mix (by Rental Income for the
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APPENDIX CTAX CONSIDERATIONSThe fol
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APPENDIX DSUMMARY VALUATION REPORTS
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To : HSBC Institutional Trust Servi
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forecasts of income, expenses and c
Page 109 and 110:
D-7
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To : HSBC Institutional Trust Servi
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forecasts of income, expenses and c
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APPENDIX EEXISTING INTERESTED PERSO
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APPENDIX FRELATED TENANCY AGREEMENT
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NOTICE OF EXTRAORDINARY GENERAL MEE
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