Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

More documents

Recommendations

Info

COST OF THE PROPOSED ACQUISITIONSThe following table sets out the appraised values (as at 30 June 2012) of Pejaten Village andBinjai Supermall by two independent property valuers, KJPP WR in affiliation with Knight Frank(appointed by the Trustee) and KJPP RHP in strategic alliance with CB Richard Ellis (appointedby the Manager) (KJPP RHP together with KJPP WR, the “Independent Valuers”), the PejatenVillage Purchase Consideration and the Binjai Supermall Aggregate Consideration:Appraised ValueProperty by KJPP RHP by KJPP WR(Rp.billion)(S$million)(Rp.billion)(S$million)Average ofIndependentValuationsconducted byKJPP RHP andKJPP WR(Rp.billion)(S$million)PropertyPurchaseConsideration/AggregateConsideration(Rp.billion)(S$million)PejatenVillage . . . . . . 841.0 106.9 870.2 110.6 855.6 108.8 748.0 (1) 95.1 (1)BinjaiSupermall . . . . 247.0 31.4 253.90 32.3 250.4 31.8 237.5 (2) 30.2 (2)Total. ....... 1,088.0 138.3 1,124.1 142.9 1,106.0 140.6 985.5 125.3Notes:(1) This reflects the amount which LMIR Trust will pay for Pejaten Village. As LMIR Trust will be acquiring PejatenVillage indirectly through the acquisition of PPP, the actual price which LMIR Trust will pay will be subject toadjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of the Pejaten VillageAcquisition.(2) This reflects the amount which LMIR Trust will pay for Binjai Supermall.The total cost of the Proposed Acquisitions, inclusive of the aggregate purchase/aggregateconsideration of the Proposed Properties, the acquisition fee in relation to each of the ProposedAcquisitions payable to the Manager, as well as other estimated professional and other fees andexpenses incurred in connection with the Proposed Acquisitions, is expected to be Rp.1,024.3billion (S$130.2 million) (“Total Acquisition Cost”).(See paragraph 3.2 of the Letter to Unitholders for further details.)4
METHOD OF FINANCINGThe Manager intends to finance the cash portion of S$129.0 million (Rp.1,014.5 billion) of the TotalAcquisition Cost 1 with:(i)(ii)(iii)the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 andS$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to theS$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRTCapital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) asannounced by the Manager on 26 June 2012;the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuantto the EMTN Programme as announced by the Manager on 15 November 2012; andinternal cash reserves and working capital of LMIR Trust.SUMMARY OF APPROVALS SOUGHTThe Manager seeks the approval of unitholders of LMIR Trust (“Unitholders”) for the resolutionsstated below:(1) Resolution 1: Proposed acquisition of Pejaten Village from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3);(2) Resolution 2: Proposed acquisition of Binjai Supermall from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3); and(3) Resolution 3: The Whitewash Resolution (Ordinary Resolution).RESOLUTION 1: PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTEDPERSONInterested Person Transaction and Interested Party Transaction 2 in connection with thePejaten Village AcquisitionAs at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned byPeninsula Investment Limited (“Peninsula”), a wholly-owned subsidiary of Jesselton InvestmentLtd (“Jesselton”) which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directlyand/or through its subsidiaries and associates and through its interest in the Manager, has (i)deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and1 For the avoidance of doubt, the cash component of the Total Acquisition Cost does not include the acquisition feesfor the Proposed Acquisitions of Rp.9.9 billion (or S$1.3 million), which is payable in Units to the Manager pursuantto Clause 15.2.1 of the trust deed dated 8 August 2007 constituting LMIR Trust (as amended) (the “Trust Deed”).Clause 15.2.1 of the Trust Deed states that the Manager is entitled to receive an acquisition fee calculated at therate of 1.0% of the purchase price paid for any Authorised Investment (as defined in the Trust Deed) acquired fromtime to time by the Trustee on behalf of LMIR Trust, and the purchase price shall be the amount after deducting theinterest of any co-owner or co-participant.2 “Interested Party Transaction” has the meaning ascribed to it in paragraph 5 of the Property Funds Appendix.5
Page 1 and 2: CIRCULAR DATED 26 NOVEMBER 2012THIS
Page 3: TABLE OF CONTENTSPageCORPORATE INFO
Page 7 and 8: SUMMARYThe following summary is qua
Page 9: Key Benefits of the Proposed Acquis
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
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 and 86:
2.3 Tamini Square2.3.1 Description
Page 87 and 88:
Occupancy rate (as at 30September 2
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
Page 121 and 122:
This page has been intentionally le
Page 123 and 124:
-----------------------------------
Page 125 and 126:
Page 127:
show all

Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

Create successful ePaper yourself

Delete template?

Save as template?