Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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3.5.2 Binjai Supermall Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed ofindemnity pursuant to which Bridgewater will indemnify the Trustee againstcertain liabilities or damage suffered by the Trustee arising out of or inconnection with the Binjai Supermall CSPA, subject to certain terms andconditions (the “Binjai Supermall Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Binjai SupermallCSPA:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with abreach by the Binjai Supermall Vendor of any of its warranties andrepresentations in the Binjai Supermall CSPA;all and any losses which the Trustee may suffer, including, but not limitedto, loss of rental, service charges, carpark and other income and claims forlosses from existing or potential tenants, which arises out of or inconnection with cases before any courts, tribunals and governmentalauthorities, agencies or bodies in the relevant jurisdictions, including theIndonesian Business Competition Supervisory Commission, whetherdirectly or indirectly; andall and any losses which the Trustee may suffer which arises out of or inconnection with a failure by the Binjai Supermall Vendor to comply with anyof its joint and several obligations in the Binjai Supermall CSPA.3.6. Related tenancy agreements relating to the Proposed Properties3.6.1 Pejaten Village Related TenanciesUpon completion of the Pejaten Village Acquisition, LMIR Trust will, throughPPP, take over all of the tenancy agreements with respect to Pejaten Village,including various tenancy agreements entered into by certain associates andsubsidiaries of the Sponsor (the “Pejaten Village Related TenancyAgreements”). Based on the unaudited financial statement of PPP for the sixmonth period ended 30 June, 2012, the aggregate rental fees derived or to bederived from the Pejaten Village Related Tenancy Agreements is approximatelyRp.386.4 billion (S$49.1 million). The amount of space taken up and the valueof each of the Pejaten Village Related Tenancy Agreements are set out inAppendix F of the Circular. The percentage of NTA/NAV accounted for by thePejaten Village Related Tenancy Agreements is also set out in Appendix F ofthe Circular.3.6.2 Binjai Supermall Related TenanciesUpon completion of the Binjai Supermall Acquisition, LMIR Trust will, throughACU, take over all of the tenancy agreements with respect to Binjai Supermall,including various tenancy agreements entered into by certain associates andsubsidiaries of the Sponsor (the “Binjai Supermall Related TenancyAgreements”). Based on the unaudited financial statement of PPP for the sixmonth period ended 30 June 2012, the aggregate rental fees derived or to bederived from the Binjai Supermall Related Tenancy Agreements isapproximately Rp.151.6 billion (S$19.3 million). The amount of space taken upand the value of each of the Binjai Supermall Related Tenancy Agreements areset out in Appendix F of the Circular. The percentage of NTA/NAV accountedfor by the Binjai Supermall Related Tenancy Agreements is also set out inAppendix F of the Circular.20
Based on the Manager’s experience in relation to the existing portfolio of LMIRTrust, the Manager is of the view that the Pejaten Village Related TenancyAgreements and the Binjai Supermall Related Tenancy Agreements(collectively, the “Related Tenancy Agreements”) are made on normalcommercial terms and are not prejudicial to the interests of LMIR Trust andUnitholders.(See Appendix F “Related Tenancy Agreements” for further details.)3.7. Hak Guna Bangunan (“HGB”)/“Right to Build” Land TitlesLMIR Trust holds some of the September 2012 Portfolio via HGB titles. These are (i) MalLippo Cikarang, (ii) Plaza Madiun and (iii) Sun Plaza. Similarly, LMIR Trust will also holdthe Proposed Properties via HGB titles. Under Indonesian Agrarian Law, the highesttitle which can be obtained by a company incorporated or located in Indonesia is a‘Right to Build’ or HGB title. HGB titles can only be obtained by an Indonesian citizen,or by a legal entity which is incorporated under Indonesian law and located in Indonesiaincluding foreign capital investment (Penanaman Modal Asing, or“PMA”) companies. Aholder of HGB title has the right to erect, occupy and use buildings on that particularparcel of land, and also has the right to encumber and sell all or part of the parcel.The validity period for a HGB title is different from that of a “freehold” title. A “freehold”title has no limitation on the validity period. A HGB title is granted for a maximum initialterm of 30 years. By application to the relevant local land office upon or prior to theexpiration of this initial term, a HGB title may be extended for an additional term notexceeding 20 years. Following expiration of this additional term, a renewal applicationmay be made. The application should be made no later than two years prior to theexpiration of the additional term. The land office has discretion whether to grant thevarious extensions. If the term of HGB titles could not be extended, after the expirationdate of such HGB titles:(i)(ii)(iii)in the event that the HGB title is on state-owned land, such land will become stateowned land;in the event that the HGB title is on right to manage land, such land shall bereturned to the holder of the “right to manage” (hak pengelolaan) in accordancewith the agreement for the granting of HGB title entered into between the formerHGB holder and the holder of the right to manage; andin the event that the HGB title is on “right to own” (hak milik) land, such land shallbe returned to the holder of the right to own in accordance with the agreement forthe granting of HGB title entered into between the former HGB holder and theholder of the right to own.The costs for the extension of HGB title will be determined based on a certain formulasas stipulated by the National Land Office. The land office has discretion to approve orreject the application for the extension of HGB title. The National Land Office, however,tends to grant an extension of HGB titles when the land is still duly used in accordancewith the condition, nature and objective of the granting of such HGB title, all terms andconditions of the granting of such HGB title have been duly fulfilled by the title holder,the title holder is still eligible to hold an HGB title and there has been no change in thezoning policies of the government, abandonment or destruction of land, or revocation ofthe HGB title due to public interest considerations.21
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 and 10: Key Benefits of the Proposed Acquis
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: (vi)the lease agreement made by and
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
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(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
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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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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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