LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

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TABLE OF CONTENTSPageSummary . . . . . . . . . . . . . . . . . . . . . . . . . 1Riskfactors ....................... 65Use of proceeds. . . . . . . . . . . . . . . . . . . . 88Ownership of Units . . . . . . . . . . . . . . . . . . 89Distributions....................... 91Exchange rates and exchange controls . . 93Capitalisation...................... 95Unaudited pro forma consolidatedbalance sheet as at the Listing Date . . . 96Profit forecast and profit projection . . . . . . 98Strategy.......................... 112Business and properties . . . . . . . . . . . . . . 118The Manager and corporategovernance. . . . . . . . . . . . . . . . . . . . . . 188The Sponsor. . . . . . . . . . . . . . . . . . . . . . . 208The formation and structure of LMIRTrust........................... 214Certain agreements relating to LMIRTrust and the Properties . . . . . . . . . . . . 223Overview of relevant laws and regulationsin Indonesia . . . . . . . . . . . . . . . . . . . . . 241Taxation.......................... 249Plan of distribution . . . . . . . . . . . . . . . . . . 255Clearance and settlement. . . . . . . . . . . . . 265PageExperts . . . . . . . . . . . . . . . . . . . . . . . . . . 266General information . . . . . . . . . . . . . . . . . 267Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . 271Appendix A—Independent accountants’report on the profit forecast and profitprojection....................... A-1Appendix B—Independent accountants’report on the unaudited pro formaconsolidated balance sheet as at thelistingdate ...................... B-1Appendix C—Independent Singaporetaxation report . . . . . . . . . . . . . . . . . . . C-1Appendix D—Independent Indonesiantaxation report . . . . . . . . . . . . . . . . . . . D-1Appendix E—Independent propertyvaluation summary reports . . . . . . . . . . E-1Appendix F—Independent report on theIndonesian retail property market . . . . . F-1Appendix G—Terms, conditions andprocedures for application for andacceptance of the units in Singapore. . . G-1Appendix H—List of present and pastprincipal directorships of directors andexecutiveofficers ................. H-1vi
SummaryThe following summary is qualified in its entirety by, and is subject to, the more detailed informationcontained or referred to elsewhere in this Prospectus. Investing in the Units involves risks. Investorsshould read this Prospectus in its entirety and, in particular, the sections from which the information in thissummary is extracted and “Risk Factors”. The meanings of terms not defined in this summary can be foundin the “Glossary” or in the Trust Deed (as defined herein). A copy of the Trust Deed can be inspected at theregistered office of the Manager, which is located at 78 Shenton Way, #05-01 Lippo Centre,Singapore 079120.Statements contained in this summary that are not historical facts may be forward-looking statements.Such statements are based on certain assumptions and are subject to certain risks, uncertainties andassumptions which could cause actual results to differ materially from those forecast or projected (see“Forward-Looking Statements”). Under no circumstances should the inclusion of such information hereinbe regarded as a representation, warranty or prediction with respect to the accuracy of the underlyingassumptions by the Manager, the Trustee, the Underwriters, the Sponsor, the Property Manager or anyother person or that these results would be achieved or are likely to be achieved.OVERVIEW OF LMIR TRUST—THE FIRST INDONESIAN RETAIL REIT OFFERING IN SINGAPORELMIR Trust is a Singapore-based real estate investment trust (“REIT”) constituted by a trust deed dated8 August 2007 (as amended by a first supplemental deed dated 18 October 2007) entered into between theTrustee and the Manager (the “Trust Deed”). It is established with the principal investment objective ofowning and investing on a long-term basis in a diversified portfolio of income-producing real estate inIndonesia that are primarily used for retail and/or retail-related purposes, and real estate related assets inconnection with the foregoing purposes.Indonesia’s real GDP growth has gathered pace, rising from 3.8% in 2001 to 5.5% in 2006 and is forecastto grow by 6.0% in 2007 and 6.1% in 2008. Interest rates and inflation are expected to fall when measurestaken by the Indonesian government to improve the business environment and encourage investmentsbegin to take effect. Spurred by the economic development in Indonesia, the share of population within themiddle income group has grown steadily from 50.0% in 2001 to 64.0% in 2006. It is estimated that theurban middle income population in Indonesia totals approximately 66 million people. (See “Appendix F—Independent Report on the Indonesian Retail Property Market”.)As at Listing Date, LMIR Trust’s property portfolio will comprise seven retail mall properties (the “RetailMalls”) and seven retail spaces located within other retail malls (the “Retail Spaces”, and collectively withthe Retail Malls, the “Properties”), all of which are located in Indonesia. (See “—Information on theProperties”.) It is intended that LMIR Trust’s investments will be made on a long-term basis. The Propertiesare strategically located in major cities of Indonesia with large population catchment areas and areaccessible via major transportation routes and highways. Three of the Retail Malls are located in Jakarta,two in Greater Jakarta (an area encapsulated by Jakarta, Bogor, Depok, Tangerang and Bekasi) and theremaining two in Bandung, the fourth largest populated city in Indonesia. The Retail Malls are popular intheir respective population catchment areas. The Retail Malls are supported by their diverse trade mix andstrategic locations, and provide shoppers with comprehensive one-stop shopping, dining andentertainment destinations. As at 30 June 2007, the Retail Malls had an aggregate Net Lettable Area(“NLA”) of 219,382 sq m, and a weighted average occupancy rate of 91.6% based on Committed Leases.The tenant profile of the Retail Malls includes leading domestic retailers such as Matahari and RimoDepartment Stores, Hero Supermarket and Foodmart supermarket (formerly known as MatahariSupermarket) and Hypermart, which are well-complemented by international specialty tenants such asFitness First, Starbucks, McDonald’s, Kentucky Fried Chicken and Pizza Hut as well as other domestictenants.The Retail Spaces, which have a total NLA of approximately 94,070 sq m as at 30 June 2007, arepredominantly utilised as department stores, supermarkets, hypermarkets and/or amusement centresand are housed within other retail malls. Three of the Retail Spaces are located in Greater Jakarta and theremaining four in the cities of Semarang, Madiun, Malang and Medan. As at Listing Date, each of the RetailSpaces will be leased to PT. Matahari Putra Prima Tbk (“Matahari”orthe“Master Lessee”) under masterlease agreements (the “Master Lease Agreements”), for an initial term of 10 years, with an option grantedto Matahari to renew for another 10 years. The Master Lease Agreements contain provisions for increasein rental revenues through step-ups in the base rent of 8.0% per annum commencing from 1 January 2008and ending on 31 December 2011 and thereafter, a fixed percentage of 4.25% over the increase in the1
Page 1 and 2: LIPPO-MAPLETREEINDONESIA RETAIL TRU
Page 3 and 4: Metropolis Town SquareMall WTC Mata
Page 5 and 6: KeyInvestmentHighlightsStrong acqui
Page 7 and 8: Locked-in master leases with rental
Page 9 and 10: 1. Mall WTC Matahari UnitsRetail Sp
Page 11 and 12: Notice to investorsNo person is aut
Page 13 and 14: Forward-looking statementsCertain s
Page 15: Market and industry informationThis
Page 19 and 20: a right of first refusal (the “RO
Page 21 and 22: • The management of all the Retai
Page 23 and 24: information was extracted are based
Page 25 and 26: 2006. It is estimated that the urba
Page 27 and 28: Further, the Retail Malls are manag
Page 29 and 30: Key Information on the PropertiesA
Page 31 and 32: Location of the Properties in Indon
Page 33 and 34: INFORMATION ON THE PROPERTIESThe Re
Page 35 and 36: Pictures of Gajah Mada Plaza19
Page 37 and 38: Percentage of contribution to LMIRT
Page 39 and 40: Number of tenants as at 30 June2007
Page 41 and 42: Car parking lots . . . . . . . . .
Page 43 and 44: Occupancy rate as at 30 June 2007.
Page 45 and 46: Year of building completion . . . .
Page 47 and 48: NLA as at 30 June 2007 . . . . . .
Page 49 and 50: Year of building completion . . . .
Page 51 and 52: Appraised value by Knight Frank as
Page 53 and 54: NPI for Forecast Period 2007,Projec
Page 55 and 56: Note:(1) Based on Strata Titles Own
Page 57 and 58: Note:(1) Based on Kiosks Sale and P
Page 59 and 60: Appraised value by Colliers as at30
Page 61 and 62: Percentage of contribution to LMIRT
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Operating Companies: PT Multi Nusan
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Payable by LMIR Trust(c) Any other
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The offeringLMIR Trust . . . . . .
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Lock-ups . . . . . . . . . . . . .
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Listing and Trading . . . . . . . .
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Singapore are made in accordance wi
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Forecast Period2007Projection Year2
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Risk factorsProspective investors s
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Risk factorssimilar tenancy terms.
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Risk factors• losses arising from
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Risk factorsacquisitions is limited
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Risk factorsafter the proposed plan
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Risk factorsIf the tenure of the un
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Risk factorsThe Properties may be s
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Risk factorsRenovation work or phys
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Risk factorsSuch compulsory acquisi
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Risk factorsthereby materially and
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Risk factorsinterpretation by the I
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Risk factors• broad market fluctu
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Ownership of UnitsPRINCIPAL UNITHOL
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DistributionsThe distributable inco
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Exchange rates and exchange control
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CapitalisationThe following table s
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Unaudited pro forma consolidated ba
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Profit forecast and profit projecti
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StrategyDate, to the extent that LM
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StrategyGiven that there is limited
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Strategyterm funding in a more cost
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Business and propertiesIn addition,
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Business and propertiestheir daily
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Business and propertiesValuationEac
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Business and propertiesThe followin
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Business and propertiesINFORMATION
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Business and propertiesother strata
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Business and propertiesBecause of t
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Business and propertieswell-known c
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Business and propertiesThe largest
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Business and properties“Overview
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Business and properties200 sq m and
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Business and properties• Mal Cima
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Business and propertiesTHE PLAZA SE
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Business and propertiesThe table be
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Business and properties• Epicentr
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Business and propertiesMAL LIPPO CI
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Business and propertiesPercentage o
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Business and propertiesfloor. The o
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Business and properties• Pangrang
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Business and propertiesBANDUNG INDA
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Business and propertiesAmendment to
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Business and propertiesISTANA PLAZA
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Business and propertiesThe Istana P
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Business and propertiesRelevant inf
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Business and propertiesAppraised va
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Business and propertiesDescriptionP
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Business and propertiesSun PlazaMed
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The Manager and corporate governanc
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The SponsorThe business structure o
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The Sponsorshopping, entertainment
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The SponsorKEY SHAREHOLDERS OF THE
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The formation and structure of LMIR
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Certain agreements relating to LMIR
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Overview of relevant laws and regul
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TaxationSINGAPORE TAX IMPLICATIONST
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Taxationbe applied to reduce the co
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TaxationOn the rental payments to t
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Plan of distributionThe Manager is
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Plan of distributionThe restriction
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Plan of distributionNote:(1) Includ
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Plan of distributionArticle 31, sec
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Plan of distributionUnited States o
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Clearance and settlementINTRODUCTIO
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General information(1) The profit f
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General information(f)(g)(h)Rule 74
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Glossary% Per centum or percentageA
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GlossaryColliersColliers Internatio
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GlossaryIndonesian SPCsInterested P
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GlossaryNPIOCBC BankNet property in
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GlossaryRetail Space Singapore SPCs
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GlossaryUnit Lending AgreementUnit
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Appendix AINDEPENDENT ACCOUNTANTS
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Appendix BINDEPENDENT ACCOUNTANTS
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Appendix BLIPPO-MAPLETREE INDONESIA
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Appendix BPro Forma Consolidated Ba
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Appendix B(D)Pro Forma Consolidated
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Appendix B(x)(xi)(xii)(xiii)(xiv)S$
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Appendix BCash and cash equivalents
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Appendix BLeased assets—Leases in
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Appendix Btemporary difference; and
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Appendix B• The Trustee, the Mana
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Appendix BDeferred income represent
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Appendix Bfinancial year exceeds th
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Appendix Bprice is to be negotiated
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Appendix B4. Bandung Indah PlazaPT
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Appendix CINDEPENDENT SINGAPORE TAX
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Appendix CGains on disposal of shar
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Appendix CDisposal of UnitsSingapor
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Appendix DINDEPENDENT INDONESIAN TA
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Appendix DD-3
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Appendix DD-5
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Appendix DD-7
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Appendix EINDEPENDENT PROPERTY VALU
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Appendix EReport No.017/WPA-Report/
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Appendix ERef. No: V/2006/PKG/3819
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Appendix EVALUATION CERTIFICATEProp
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Appendix EPropertiesLandarea (m 2 )
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Appendix EADDENDUM—STATEMENT OF A
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Appendix FINDEPENDENT REPORT ON THE
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TABLE OF CONTENTSREPORT INSTRUCTION
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Report instructionsAbout Jones Lang
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Executive summaryIMPLICATIONS FOR R
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Overview of Indonesia and its Econo
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Retail Market OverviewTable 2.1.1 I
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Retail Market Overview2.3 Changing
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Retail Market Overviewretailers hav
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Retail Market OverviewCompletionyea
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Retail Market Overview2.7.5 Carrefo
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Retail Market OverviewIn view of th
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Overview of PortfolioAs the adminis
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Overview of PortfolioFigure 3.1.4:
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Overview of PortfolioFigure 3.2.2 B
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Overview of PortfolioFigure 3.2.4 S
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Overview of PortfolioFigure 3.2.6 M
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Overview of PortfolioFigure 3.3.1 L
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Overview of PortfolioMall WTC Matah
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Leased MallsFigure 4.1.1 Cibubur Ju
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Leased MallsTable 4.1.3 Major tenan
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Leased MallsTable 4.1.4 Cibubur Jun
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Leased Malls4.1.7 SWOT analysisTabl
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Leased Malls4.2 Plaza Semanggi4.2.1
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Leased Mallsnumber of international
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Leased MallsTaking the survey and t
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Leased Malls• There are two major
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Leased Mallsterms of its very promi
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Leased MallsFigure 4.3.2 Bandung In
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Leased Malls• In terms of reasons
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Leased Mallsand approximately 38,00
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Leased MallsWhile BIP is likely to
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Leased MallsFigure 4.4.2 Istana Pla
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Leased Malls• The main reason sta
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Leased Malls• Cihampelas Walk is
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Leased MallsFigure 4.4.4: Istana Pl
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Leased MallsOn the completion of th
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Leased MallsThe target market for M
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Leased MallsThe current Hypermart e
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Leased MallsFigure 4.6.2 Gajah Mada
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Leased Malls• Of all the malls in
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Leased Mallshypermart. The centre a
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Leased MallsTable 4.6.7: Rental pos
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Leased Malls4.7.3 Tenant mixThe cur
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Leased Mallsprimarily the city of B
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Leased MallsTable 4.7.5: Main compe
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Retail Spaces Malls5. RETAIL SPACES
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Retail Spaces MallsIn addition, loc
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Retail Spaces MallsThe store target
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Retail Spaces MallsTable 5.3.1: Cen
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Retail Spaces MallsFigure 5.3.3: Gr
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Retail Spaces MallsThis relatively
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Retail Spaces MallsStrata title sho
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Retail Spaces MallsMadiun are locat
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Retail Spaces MallsFigure 5.6.3 Pla
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Retail Spaces MallsThe centre has t
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Appendix GTERMS, CONDITIONS AND PRO
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Appendix G(15) The Manager reserves
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Appendix GAdditional Terms and Cond
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Appendix G(10) By completing and de
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Appendix GAdditional Terms and Cond
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Appendix GWhere your Electronic App
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Appendix GApplication to the Manage
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Appendix GTerms and Conditions for
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Appendix HLIST OF PRESENT AND PAST
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Appendix H(6) Mr Tan Boon LeongCurr
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Appendix HCurrent DirectorshipsMapl
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Appendix HCurrent DirectorshipsMapl
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LIPPO-MAPLETREE INDONESIA RETAIL TR
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