Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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Based on LMIR Trust’s consolidated financial statements for the nine-month periodended 30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at30 September 2012. Accordingly, if the value of a transaction which is proposed to beentered into in the current financial year by LMIR Trust with an Interested Person is,either in itself or in aggregation with all other earlier transactions (each of a value equalto or greater than S$100,000) entered into with the same Interested Person during thecurrent financial year, equal to or is in excess of S$57.7 million, such a transactionwould be subject to Unitholders’ approval. Given the Pejaten Village PurchaseConsideration and the Binjai Supermall Aggregate Consideration of Rp.748.0 billion (orS$95.1 million) and Rp.237.5 billion (or S$30.2 million) which is 8.2% and 2.6% of theNTA of LMIR Trust as at 30 September 2012, respectively 1 , the value of each of thePejaten Village Acquisition and the Binjai Supermall Acquisition will in aggregateexceed the said threshold 2 .Paragraph 5 of the Property Funds Appendix also imposes a requirement forUnitholders’ approval for an Interested Party Transaction by LMIR Trust which valueexceeds 5.0% of LMIR Trust’s latest audited NAV. Based on LMIR Trust’s consolidatedfinancial statements for the six-month period ended 30 September 2012, the NAV ofLMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value ofa transaction which is proposed to be entered into by LMIR Trust with an InterestedParty 3 is equal to or greater than S$57.7 million, such a transaction would be subjectto Unitholders’ approval. Given the Pejaten Village Purchase Consideration of Rp.748.0billion (or S$95.1 million), the value of the Pejaten Village Acquisition exceeds the saidthreshold.As 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-ownedby Peninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-ownedsubsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries andassociates and through its interest in the Manager, has (i) deemed interests ofapproximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is thereforeregarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” of theManager, under both the Listing Manual and (where applicable) the Property FundsAppendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of theSponsor. For the purposes of Chapter 9 of the Listing Manual, each of the PejatenVillage Vendors is an Interested Person of LMIR Trust, and for the purposes ofparagraph 5 of the Property Funds Appendix relating to Interested Party Transactions,each of the Pejaten Village Vendors is an Interested Party of LMIR Trust. Similarly, TMIis an indirect wholly-owned subsidiary of the Sponsor. MPP and the Sponsor are undercommon control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of theListing Manual, each of TMI and MPP is an Interested Person of LMIR Trust, and for thepurposes of paragraph 5 of the Property Funds Appendix relating to Interested PartyTransactions, each of TMI and MPP is an Interested Party of LMIR Trust.1 Based on LMIR Trust’s consolidated financial statements for the nine-month period ended 30 September 2012.2 Based on LMIR Trust’s audited consolidated financial statements for the financial year ended 31 December 2011,(“FY 2011” and the audited consolidated financial statements for FY2011, the “FY2011 Audited ConsolidatedFinancial Statements”), the NTA/NAV of LMIR Trust was S$1,299.9 million as at 31 December 2011. Given thePejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million) which is 7.3% of the NTA/NAV ofLMIR Trust as at 31 December 2011, the value of the Pejaten Village Acquisition will in aggregate also exceed thesaid thresholds based on the FY2011 Audited Consolidated Financial Statements. The relevant threshold for PejatenVillage is 7.3% and the relevant threshold for Binjai Supermall is 2.3%.3 “Interested Party” means:(i)(ii)a director, chief executive officer or controlling shareholder of the Manager, the Trustee or controllingunitholder of LMIR Trust; oran associate of any director, chief executive officer or controlling shareholder of the Manager, or an associateof the Manager, the Trustee or any controlling unitholder of LMIR Trust.24
Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisitionwill constitute an Interested Person Transaction under Chapter 9 of the Listing Manual.The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitutean Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Thevalue of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV ofS$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired for the Pejaten Village Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix. Although approval of Unitholders is notrequired for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii)due to the fact that Unitholders’ approval is also being sought for the Pejaten VillageAcquisition. Accordingly, the approval of Unitholders is sought for each of the PejatenVillage Acquisition and the Binjai Supermall Acquisition.4.2. Existing Interested Person TransactionsPrior to the Latest Practicable Date, LMIR Trust had entered into several interestedperson transactions with associates of the Sponsor during the course of the currentfinancial year (the “Existing Interested Person Transactions”). The aggregate valueof the Existing Interested Person Transactions amounts to Rp.223.7 million(approximately S$28,400), which comprises 0.0025% of the unaudited net tangibleassets of LMIR Trust as at 30 September 2012.Details of the Existing Interested Person Transactions may be found in Appendix E ofthis Circular.4.3. Fees payable to the Manager for the Proposed AcquisitionUpon the final completion of the Proposed Acquisitions, the Manager will be entitledunder the Trust Deed to receive the Pejaten Village Acquisition Fee and the BinjaiSupermall Acquisition Fee of Rp.7.5 billion (or S$1.0 million) and Rp.2.4 billion (orS$0.3 million), which is equal to 1.0% of the Pejaten Village Purchase Considerationand the Binjai Supermall Aggregate Consideration, respectively.The Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall bepayable to the Manager in Units to be issued at an issue price based on the volumeweighted average price (“VWAP”) for a Unit for all trades on the SGX-ST for the periodof 10 business days immediately preceding the Proposed Completion (the “10-dayVWAP”). Purely for illustrative purposes only and based on the VWAP for a Unit for alltrades on the SGX-ST for the period of 10 business days immediately preceding19 November 2012, the Pejaten Village Acquisition Fee and the Binjai SupermallAcquisition Fee payable to the Manager in Units would be issued at an issue price ofS$0.4795 per Unit and 2,613,117 Units will be issued to the Manager. It should,however, be noted that the exact number of Units to be issued to the Manager will beannounced later. In accordance with paragraph 5.6 of the Property Funds Appendixwhich applies to Interested Party Transactions, the Units to be issued as payment of thePejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee are not to besold within one year from their date of issuance.After the Proposed Completion of the Proposed Acquisitions, the Manager will also beentitled under the Trust Deed to receive from LMIR Trust, as in the case of any of theexisting and future properties, management fees attributable to the ProposedProperties comprising a base fee of 0.25% per annum of the value of the ProposedProperties and a performance fee of 4.0% per annum of the Net Property Income of theProposed Properties. The Manager will be entitled to the management fees attributableto Proposed Properties in the future for so long as each of Pejaten Village and BinjaiSupermall continues to form part of the investment portfolio of LMIR Trust, respectively.25
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 and 26: (vi)the lease agreement made by and
Page 27 and 28: Based on the Manager’s experience
Page 29: (iii)The relative figures for each
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
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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