12.07.2015 Views

Attachment 1 - Lippo Malls Indonesia Retail Trust - Investor Relations

Attachment 1 - Lippo Malls Indonesia Retail Trust - Investor Relations

Attachment 1 - Lippo Malls Indonesia Retail Trust - Investor Relations

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illion (S$28.4 million). The Palembang Square Extension Purchase Consideration wasarrived at on a willing-buyer willing-seller basis after taking into account the independentvaluation of Palembang Square Extension by KJPP RHP.4.3 Conditions Precedent for the Completion of the Palembang Square ExtensionAcquisitionCompletion of the sale and purchase of Palembang Square Extension is conditional upon thefulfilment or waiver (as the case may be) of, among others, the following conditionsprecedent:4.3.1 there being no compulsory acquisition of Palembang Square Extension or any part ofit, and no notice of such intended compulsory acquisition or resumption has beengiven, by the government or other competent authority;4.3.2 Palembang Square Extension is not materially damaged; and4.3.3 the entry into of the Palembang Square Extension Deed of Indemnity (as definedbelow).4.4 Deed of Indemnity relating to Palembang Square ExtensionThe <strong>Trust</strong>ee has also entered into a deed of indemnity with Pikko pursuant to which Pikko willindemnify the <strong>Trust</strong>ee against certain liabilities or damages suffered by the <strong>Trust</strong>ee arising outof or in connection with the Palembang Square Extension Acquisition, subject to certain termsand conditions (the “Palembang Square Extension Deed of Indemnity”).5. THE TAMINI SQUARE ACQUISITION5.1 Structure of the Tamini Square AcquisitionThe Manager is seeking to acquire Tamini Square, which is located in the city of Jakarta,<strong>Indonesia</strong> for a purchase consideration of Rp.180.0 billion (S$23.1 million) (the “TaminiSquare Purchase Consideration”) from the Tamini Square Vendor. It is proposed that theTamini Square Acquisition be carried out by LMIR <strong>Trust</strong> indirectly via the acquisition by PTCahaya Megah Nusantara (“PT CMN”), a wholly-owned subsidiary of Estilo Investment Pte.Ltd. (“Estilo”) (which is in turn to be acquired by the <strong>Trust</strong>ee from the Tamini Square Vendor),of Tamini Square from PT Kencana Graha Lestari. Appendix C to this Announcement setsout a chart illustrating the structure under which Tamini Square is proposed to be held byLMIR <strong>Trust</strong> upon completion of the Tamini Square Acquisition.5.2 ValuationKJPP RHP has been appointed by the Manager to value Tamini Square. The appraised valueof Tamini Square (as at 30 June 2012) is Rp.235.0 billion (S$30.1 million) and the TaminiSquare Purchase Consideration is Rp.180.0 billion (S$23.1 million). The Tamini SquarePurchase Consideration was arrived at on a willing-buyer willing-seller basis after taking intoaccount the independent valuation of Tamini Square by KJPP RHP.7

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