Based on LMIR <strong>Trust</strong>’s consolidated financial statements for the nine-month periodended 30 September 2012, the NTA of LMIR <strong>Trust</strong> 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 <strong>Trust</strong> 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 <strong>Trust</strong> 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 <strong>Trust</strong> which valueexceeds 5.0% of LMIR <strong>Trust</strong>’s latest audited NAV. Based on LMIR <strong>Trust</strong>’s consolidatedfinancial statements for the six-month period ended 30 September 2012, the NAV ofLMIR <strong>Trust</strong> 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 <strong>Trust</strong> 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 <strong>Trust</strong> and (ii) wholly-owns the Manager, and is thereforeregarded as a “controlling unitholder” of LMIR <strong>Trust</strong>, 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 <strong>Trust</strong>, 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 <strong>Trust</strong>. 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 <strong>Trust</strong>, 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 <strong>Trust</strong>.1 Based on LMIR <strong>Trust</strong>’s consolidated financial statements for the nine-month period ended 30 September 2012.2 Based on LMIR <strong>Trust</strong>’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 <strong>Trust</strong> 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 <strong>Trust</strong> 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 <strong>Trust</strong>ee or controllingunitholder of LMIR <strong>Trust</strong>; oran associate of any director, chief executive officer or controlling shareholder of the Manager, or an associateof the Manager, the <strong>Trust</strong>ee or any controlling unitholder of LMIR <strong>Trust</strong>.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 <strong>Trust</strong>’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 <strong>Trust</strong> 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 <strong>Trust</strong> as at 30 September 2012.Details of the Existing Interested Person Transactions may be found in Appendix E ofthis <strong>Circular</strong>.4.3. Fees payable to the Manager for the Proposed AcquisitionUpon the final completion of the Proposed Acquisitions, the Manager will be entitledunder the <strong>Trust</strong> 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 <strong>Trust</strong> Deed to receive from LMIR <strong>Trust</strong>, 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 <strong>Trust</strong>, respectively.25