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1
(Constituted in the Republic of Singapore pursuant to
a trust deed dated 8 August 2007 (as amended))
ANNOUNCEMENT
PROPOSED ACQUISITIONS
1. INTRODUCTION
LMIRT Management Ltd., in its capacity as manager of Lippo Malls Indonesia Retail Trust
(“LMIR Trust” and as manager of LMIR Trust, the “Manager”), is pleased to announce that
HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of LMIR Trust
(the “Trustee”), has today, 23 October 2012, directly and/or through its wholly-owned
subsidiaries, entered into conditional sale and purchase agreements, respectively:
(i) Acquisition of Pejaten Village
with SeaPejaten Pte Ltd (“SeaPejaten”) and PT Gading Nusa Utama (“GNU” and
together with SeaPejaten, the “Pejaten Village Vendors”) in relation to the
acquisition of Pejaten Village, a six-level retail mall (including one basement level)
located in the city of Jakarta, Indonesia, bearing the postal address Jalan Warung Jati
Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region,
DKI Jakarta Province and which is covered by three leasehold certificates (Sertipikat
Hak Guna Bangunan) (“Pejaten Village”, and the acquisition of Pejaten Village, the
“Pejaten Village Acquisition”) (the “Pejaten Village CSPAs”)1. Pejaten Village has
a net lettable area (“NLA”) of 41,847 square metres (“sq m”) as at 30 June 2012.
Further details in respect of the structure of the Pejaten Village Acquisition are set out
in paragraph 3 and Appendix A below; and
(ii) Acquisition of Binjai Supermall
with:
(a) PT Trias Mitra Investama (“TMI”) in relation to the acquisition of Binjai
Supermall, a three-level retail mall located in Binjai, North Sumatra,
Indonesia, bearing the postal address Jalan Soekarno Hatta No. 14, Timbang
1 The Pejaten Village CSPAs comprises (1) the share purchase agreement between Requis Investment Pte. Ltd. (which is a
wholly-owned subsidiary of LMIR Trust) and SeaPejaten in relation to the acquisition of 75.0% of the issued share capital
of PT Panca Permata Pejaten (“PPP”), (2) the share purchase agreement between Gaillard Investment Pte. Ltd. and
SeaPejaten in relation to the acquisition of 20.0% of the issued share capital of PPP and (3) the share purchase
agreement between Gaillard Investment Pte. Ltd. and GNU in relation to the acquisition of 5.0% of the issued share capital
of PPP.
2
langkat Sub District, East Binjai District, Binjai City, North Sumatra Province
and which is covered by one ‘Right to Build’ (Hak Guna Bangunan)2
Certificate No. 93 (“Binjai Supermall”) (the “Sale of Binjai Supermall”); and
(b) PT Matahari Putra Prima Tbk (“MPP”, and together with TMI, the “Binjai
Supermall Vendors”), in relation to the transfer of rights over the units
constructed and developed which consist of 12,866.75 sq m area in Lower
Ground Floor, Ground A Floor, Ground B Floor, Ground/Basement, Upper
Ground Floor A and Roof Floor of Binjai Supermall (the “Binjai Units”) which
were held by MPP pursuant to (I) Perjanjian Pengalihan Pengikatan Jual Beli
Satuan Kios/Kios Binjai Supermall dated 3 October 2005 (the “Transfer of
Rights Agreement”)3 made by and between MPP and PT Persada Mandiri
Dunia Niaga (“PMDN”)4, (II) Perjanjian Pengalihan Hak Kepemilikan Satuan
Kios/Kios Binjai Supermall dated 3 October 2005 made by and between
MPP, PMDN and TMI, and (III) Addendum to the Transfer of Conditional Sale
and Purchase Agreement dated 3 October 2005 (Addendum Terhadap
Perjanjian Pengalihan Pengikatan Jual Beli Satuan Kios/Kios Binjai
Supermall) dated 20 March 2012 made by and between MPP and PMDN
(“Novation of Binjai Units” and together with the Sale of Binjai Supermall,
the “Binjai Supermall Acquisition”),
(the “Binjai Supermall CSPA”).
Binjai Supermall has an NLA (after the completion of an asset enhancement initiative
in December 2012) of 23,022 sq m. Further details in respect of the structure of the
Binjai Supermall Acquisition are set out in paragraph 4 and Appendix B below.
The Manager proposes to finance the Pejaten Village Acquisition and the Binjai Supermall
Acquisition (the “Proposed Acquisitions”) with:
(i) the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015
and S$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to the
S$750,000,000 Guaranteed Euro Medium Term Note Programme established by
2 Under Indonesian land law, the highest title 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 Indonesia including foreign investment companies. A holder of HGB
Title has the right to erect, occupy and use buildings on that particular parcel of land, and also has the right to encumber
and sell all or part of the parcel.
3 The Transfer of Rights Agreement stipulates, among others, that, as of the date of the Transfer of Rights Agreement: (i)
PMDN has transferred all of its rights and obligations over the Binjai Units to MPP, (ii) MPP agreed to be bound by all the
terms and conditions of the PMDN CSPA (as defined below), and (iii) the Vendor has agreed and does not object to the
transfer of its property rights over the Binjai Units from PMDN to MPP and will hand over the Units to MPP in a timely
manner.
4 PMDN is the previous owner of the rights over Binjai Units pursuant to (i) Perjanjian Pengikatan Jual Beli Satuan Kios/Kios
No. 015/PPJB-TMI/V/05, (ii) Kontrak Tentang Pelaksanaan Tata Tertib Gedung No. 015-A/PPJB-TMI/V/05, (iii) Perjanjian
Penyerahan Hak Atas Pengaturan Dan Hak Pengelolaan Atas Dinding Bersama Dari Satuan Kios/Kios Dalam Gedung
No. 015-B/PPJB-TMI/V/05, made by and between PMDN and TMI, each dated 9 May 2005 (collectively hereinafter
referred to as the “PMDN CSPA”), and (iv) the Addendum to the PMDN CSPA made by and between PMDN and TMI,
dated 7 March 2012.
3
LMIRT Capital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN
Programme”), as announced by the Manager on 26 June 2012;
(ii) the issuance of new notes under the EMTN Programme;
(iii) new loan facilities to be entered into; and/or
(iii) internal cash reserves and working capital of LMIR Trust.
The Manager intends to announce the proposed source of financing subsequent to receiving
approval from unitholders of LMIR Trust (“Unitholders”) to proceed with the Proposed
Acquisitions at an extraordinary general meeting of Unitholders, to be held in due course.
2. RATIONALE FOR THE PROPOSED ACQUISITIONS
The Manager believes that the Proposed Acquisitions will bring the following key benefits to
Unitholders:
(i) acquisition of retail mall assets at discounts to the average of the independent
valuations offering stable occupancies and leasing up opportunities;
(ii) opportunity to enhance the earnings of LMIR Trust;
(iii) the properties which are the subject of the Proposed Acquisitions (the “Proposed
Properties”) are located at strategic locations with sustainable retail traffic;
(iv) increased economies of scale in operations and marketing; and
(v) diversification of LMIR Trust’s asset portfolio to minimise concentration risk.
The above rationales are further elaborated below.
2.1 Acquisition of Retail Mall Assets at Discounts to the average of the Independent
Valuations offering stable occupancies and leasing up opportunities
The Proposed Acquisitions represent an opportunity for LMIR Trust to acquire income
producing quality properties below the independent valuations from the independent valuers,
namely KJPP Rengganis, Hamid & Rekan (“KJPP RHP”) and KJPP Willson & Rekan, and are
in line with the Manager’s acquisition growth strategy of owning retail and/or retail related
properties to optimise Unitholders’ returns, as well as providing potential capital appreciation
and long-term growth.
4
Property
Purchase
Consideration
(as defined
herein)
Average of Independent
Valuations conducted by KJPP
Rengganis, Hamid & Rekan in
strategic alliance with CB
Richard Ellis (“KJPP RHP”) and
KJPP Willson & Rekan in
affiliation with Knight Frank
(“KJPP Willson & Rekan”)
Discount to
Average of
Independent
Valuations
(%)
Pejaten Village Rp.748.0 billion
(S$96.0 million(1)
)
Rp.855.6 billion (S$109.8 million) 12.6%
Binjai Supermall Rp.237.5 billion
(S$30.5 million)
Rp.250.5 billion (S$32.1 million) 5.2%
Note:
(1) Based on the relevant exchange rate of S$1.00 to Rp.7,795.3 as at 9 October 2012 (the “Illustrative Rupiah
Exchange Rate”). Unless otherwise stated, all conversions of Rp. amounts into S$ in this announcement shall
be based on the Illustrative Rupiah Exchange Rate.
As at 30 June 2012, the occupancy rates of Pejaten Village and Binjai Supermall are 95.2%
and 91.4% respectively. The high occupancy rates are a reflection of the strong demand for
retail space in Jakarta, where Pejaten Village is located, as well as at Binjai Supermall, which
is the only mall in Binjai City and which also serves as a transit area for people travelling from
Medan to Aceh.
2.2 Opportunity to Enhance the Earnings of LMIR Trust
Based on the pro forma financial statements for the year ended 31 December 2011, the pro
forma net property income (“NPI”) contribution from Pejaten Village and Binjai Supermall was
Rp.54.6 billion (S$7.0 million).
2.3 Strategic Locations with Sustainable Retail Traffic
The Proposed Properties are strategically located in Jakarta and Binjai (a transit point
between Medan, the largest city in Sumatra, and Aceh), giving LMIR Trust access to the
dense population located in these cities, thereby ensuring sustainable retail traffic at these
properties.
LMIR Trust’s retail malls are positioned as “Everyday Malls” that provide necessities (e.g.
supermarkets and family shopping) to the community living in the regions neighbouring its
retail malls and target the middle income population in densely populated cities in Indonesia.
The positioning of the Proposed Properties is in line with LMIR Trust’s targeted market
segment comprising of Indonesia’s expanding and prospering urban middle class segment.
2.4 Increased Economies of Scale in Operations and Marketing
The Proposed Acquisitions will enable LMIR Trust to enlarge its retail mall presence in
Indonesia and benefit from increased economies of scale as the Manager and the property
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manager(s) of the enlarged portfolio of LMIR Trust (including the Proposed Properties) can
spread certain operating costs (e.g. staff and personnel costs) over a larger portfolio, and can
also obtain cost savings due to its greater bargaining power with suppliers and service
providers.
The Proposed Acquisitions are similarly expected to deliver economies of scale and benefit
the marketing and leasing activities of LMIR Trust by expanding and deepening LMIR Trust’s
portfolio of key tenant relationships with tenants of the Proposed Properties especially those
who are currently not tenants of LMIR Trust’s malls.
2.5 Diversification of Assets Portfolio to Minimise Concentration Risks
The Proposed Acquisitions will allow LMIR Trust to diversify its portfolio geographically across
Indonesia as well as improve the diversification of its tenant base, thereby reducing asset
concentration risks within LMIR Trust’s enlarged portfolio including the Proposed Properties.
Following the Proposed Acquisitions, the maximum contribution to LMIR Trust’s Net Property
Income by any single property within LMIR Trust’s property portfolio will decrease to
approximately 13% for the period ended 30 June 2012. Further income diversification means
greater resilience and stability of income streams for LMIR Trust, thus benefiting its
Unitholders.
3. THE PEJATEN VILLAGE ACQUISITION
3.1 Structure of the Pejaten Village Acquisition
The Manager is seeking to acquire Pejaten Village for a purchase consideration of Rp.748.0
billion (S$96.0 million) (the “Pejaten Village Purchase Consideration”) from the Pejaten
Village Vendors. It is proposed that the Pejaten Village Acquisition be carried out by LMIR
Trust indirectly via the acquisition by Requis Investment Pte. Ltd. (“Requis”) (wholly-owned
by the Trustee5) and Gaillard Investment Pte. Ltd., (wholly-owned by Requis), of PPP, which
holds Pejaten Village, from the Pejaten Village Vendors, in the proportion of 75% and 25%,
respectively. Appendix A to this Announcement sets out a chart illustrating the structure
under which Pejaten Village is proposed to be held by LMIR Trust upon completion of the
Pejaten Village Acquisition.
3.2 Conditions Precedent for the Completion of the Pejaten Village Acquisition
Completion of the sale and purchase of Pejaten Village under each of the Pejaten Village
CSPAs is conditional upon the fulfilment or waiver (as the case may be) of, among others, the
following conditions precedent:
3.2.1 there being no compulsory acquisition of Pejaten Village or any part of it, and no
notice of an intended compulsory acquisition has been given, or is anticipated by the
government or other competent authority;
5 The Trustee has today, 23 October 2012, entered into a share purchase agreement to acquire Requis (the “Requis SPA”)
for a nominal consideration of S$1.00.
6
3.2.2 Pejaten Village is not materially damaged;
3.2.3 the entry into the Pejaten Village Deed of Indemnity (as defined below) by
Bridgewater International Ltd (“Bridgewater”) and the Trustee; and
3.2.4 the passing at an extraordinary general meeting of Unitholders of a resolution to
approve the Pejaten Village Acquisition6.
3.3 Deed of Indemnity relating to Pejaten Village
The Trustee has also entered into a deed of indemnity with Bridgewater pursuant to which
Bridgewater will indemnify the Trustee against certain liabilities or damages suffered by the
Trustee arising out of or in connection with the Pejaten Village CSPAs and the Requis SPA,
subject to certain terms and conditions (the “Pejaten Village Deed of Indemnity”).
4. THE BINJAI SUPERMALL ACQUISITION
4.1 Structure of the Binjai Supermall Acquisition
The Manager is seeking to acquire Binjai Supermall for a purchase consideration of Rp.237.5
billion (S$30.5 million) (the “Binjai Supermall Purchase Consideration”) from the Binjai
Supermall Vendors. The Binjai Supermall Aggregate Consideration comprises a purchase
consideration of Rp.154.95 billion (S$19.9 million) from TMI which owns Binjai Supermall
directly and for a novation consideration of Rp.82.55 billion (S$10.6 million) from MPP. It is
proposed that the Binjai Supermall Acquisition be carried out by LMIR Trust indirectly via the
acquisition by PT Amanda Cipta Utama (“ACU”), a wholly-owned subsidiary of Sagacity
Investment Pte. Ltd. (“Sagacity”)7 and Maxi Magna Investment Pte. Ltd. (“Maxi”), of Binjai
Supermall from the Binjai Supermall Vendors. Sagacity is wholly-owned by the Trustee and
Maxi is wholly-owned by Sagacity. Appendix B to this Announcement sets out a chart
illustrating the structure under which Binjai Supermall is proposed to be held by LMIR Trust
upon completion of the Binjai Supermall Acquisition.
4.2 Conditions Precedent for the Completion of the Binjai Supermall Acquisition
Completion of the sale and purchase of Binjai Supermall under the Binjai Supermall SPA is
conditional upon the fulfilment or waiver (as the case may be) of, among others, the following
conditions precedent:
4.2.1 there being no compulsory acquisition of Binjai Supermall or the Binjai Units or any
part of it, and no notice of an intended compulsory acquisition has been given, nor is
one anticipated by the government or other competent authority;
4.2.2 Binjai Supermall or the Binjai Units or any part thereof is not materially damaged;
6 It is intended that such approval be subject to Unitholders approving a whitewash resolution in respect of certain
acquisition fees payable to the Manager in Units.
7 The Trustee has today, 23 October 2012, entered into a share purchase agreement to acquire Sagacity (the “Sagacity SPA”) for a nominal consideration of S$1.00.
7
4.2.3 there having been no breach of any of the representations, warranties, covenants
and/or undertakings of TMI and/or MPP provided in the Binjai Supermall CSPA
which, in the reasonable opinion of ACU, will or is likely to (a) have a material
adverse effect on Binjai Supermall or the Binjai Units, (b) affect the effectiveness
and/or validity of the novation or the sale and transfer of Binjai Supermall and Binjai
Units (as applicable) from TMI to ACU free from any encumbrance in accordance with
the Binjai Supermall CSPA, and/or (c) affect the legal ownership of the Binjai
Supermall and the Binjai Units by ACU upon Completion;
4.2.4 entry into the Binjai Supermall Deed of Indemnity (as defined below);
4.2.5 the novation of all contracts, including all tenancy agreements, insurance policies,
management agreements, service contracts and intellectual property rights and any
other documents that may reasonably be required by ACU, to ACU by way of
execution of novation agreements, execution of new contracts or otherwise, in each
case in a form acceptable to ACU have been executed and are effective and
enforceable as of the Completion Date and the Purchaser is reasonably satisfied with
the result of such novation;
4.2.6 the lease agreement made by and between ACU and MPP in connection with the
lease of part of the Binjai Units from ACU to MPP and the lease agreement made by
and between ACU and PT Matahari Department Store Tbk in connection with the
lease of part of the Binjai Units from ACU to PT Matahari Department Store Tbk has
been duly executed and will be effective and enforceable as of the Completion; and
4.2.7 the passing at an extraordinary general meeting of Unitholders of a resolution to
approve the Binjai Supermall Acquisition8.
4.3 Deed of Indemnity relating to Binjai Supermall
The Trustee has also entered into a deed of indemnity with Bridgewater pursuant to which
Bridgewater will indemnify the Trustee against certain liabilities or damages suffered by the
Trustee arising out of or in connection with the Binjai Supermall CSPA and the Sagacity SPA,
subject to certain terms and conditions (the “Binjai Supermall Deed of Indemnity”).
8 It is intended that such approval be subject to Unitholders approving a whitewash resolution in respect of certain
acquisition fees payable to the Manager in Units.
8
5. COSTS OF THE PROPOSED ACQUISITIONS
5.1 Valuation
Two independent property valuers, KJPP RHP and KJPP Willson & Rekan have been
appointed by the Manager and the Trustee, respectively to value the Proposed Properties.
The following table sets out the appraised values of the Proposed Properties (as at 30 June
2012) and the respective purchase consideration for the Proposed Properties.
Appraised Value
Average
Property Purchase
Consideration Property
by KJPP RHP
by KJPP Willson &
Rekan
(Rp.
billion)
(S$
million)
(Rp.
billion)
(S$
million)
(Rp.
billion)
(S$
million)
(Rp.
billion)
(S$
million)
Pejaten Village .............. 841.0 107.9 870.2 111.6 855.6 109.8 748.0(1)
96.0(1)
Binjai Supermall ............. 247.0 31.7 253.9 32.6 250.4 32.1 237.5(2)
30.5(2)
Total ............................... 1,088.0 139.6 1,124.1 144.20 1,106.0 141.9 985.5 126.5
Notes:
(1) This reflects the amount which LMIR Trust will pay for Pejaten Village. As LMIR Trust will be acquiring Pejaten
Village indirectly, the actual price which LMIR Trust will pay will be subject to adjustment for the consolidated net
assets or net liabilities of as at the completion date of the Pejaten Village Acquisition.
(2) This reflects the amount which LMIR Trust will pay for Binjai Supermall.
5.2 Acquisition Fees
LMIR Trust is expected to incur an aggregate acquisition fee of Rp.9.9 billion (S$1.3 million)
in relation to the Proposed Acquisitions (the “Acquisition Fee”) (equal to 1.0% of the
aggregate purchase consideration of the Proposed Properties), which is payable in Units to
the Manager pursuant to Clause 15.2.1 of the trust deed dated 8 August 2007 constituting
LMIR Trust (as amended) (the “Trust Deed”).
5.3 Other Fees in connection with the Proposed Acquisitions
LMIR Trust is expected to incur estimated professional and other fees and expenses of
approximately S$0.9 million in connection with the Proposed Acquisitions. LMIR Trust had
also incurred underwriting fees, professional and other fees and expenses of S$2.7 million in
connection with the issuance of the Notes and the establishment of the EMTN Programme.
The total cost of the Proposed Acquisitions, inclusive of the aggregate purchase consideration
of the Proposed Properties and the Acquisition Fee payable to the Manager, as well as other
estimated professional and other fees and expenses incurred in connection with the Proposed
Acquisitions is expected to be Rp.1,024.1 billion (S$131.4 million) (“Total Acquisition Cost”).
9
6. Recent Acquisitions
As announced by the Manager on 10 October 2012, LMIR Trust has, on 9 October 2012,
entered into conditional sale and purchase agreements in relation to the following properties
(the “Recent Properties”):
(i) Palembang Square, a four-level retail mall located in Palembang, South Sumatra,
Indonesia, for a purchase consideration of Rp.467.0 billion (S$59.9 million).
Palembang Square is part of a mixed-use development consisting of a hotel, a
proposed hospital and Palembang Square Extension and has an NLA (after the
completion of a refurbishment and repositioning exercise) of 31,448 sq m;
(ii) Palembang Square Extension, a one-level underground retail mall located in
Palembang, South Sumatra, Indonesia, for a purchase consideration of Rp.221.5
billion (S$28.4 million). Palembang Square Extension is part of a mixed-use
development consisting of a hotel, a proposed hospital and an existing mall and has
an NLA (after the completion of an asset enhancement initiative in December 2012)
of 17,326 sq m. Palembang Square Extension is directly connected to Palembang
Square;
(iii) Tamini Square, a six-level retail mall located in the city of Jakarta, Indonesia, for a
purchase consideration of Rp.180.0 billion (S$23.1 million). Tamini Square has an
NLA of 17,475 sq m; and
(iv) Kramat Jati Indah Plaza (“KJI”), a four-level retail mall located in the city of Jakarta,
Indonesia, for a purchase consideration of Rp.540.0 billion (S$69.3 million). KJI has
an NLA of 32,540 sq m.
The completion of the acquisitions of Palembang Square Extension and KJI had taken place
on 15 October 2012. The completion of the acquisitions of Palembang Square and Tamini
Square will be announced in due course.
7. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITIONS
7.1 Pro Forma Financial Effects
The pro forma financial effects of the Proposed Acquisitions and the acquisitions of the
Recent Properties (“Recent Acquisitions”) presented below are strictly for illustrative
purposes only and were prepared based on:
(i) LMIR Trust’s audited consolidated financial statements for FY2011 (the “FY2011
Audited Consolidated Financial Statements”) and the unaudited financial
statements of the target companies for FY2011; and
(ii) the unaudited consolidated financial statements of LMIR Trust and the target
companies for the six months ended 30 June 2012 (the “6M 2012 Unaudited
Financial Statements”),
10
and assuming9:
(a) the cash portion of S$130.1 million of the Total Acquisition Cost will be paid in full in
cash;
(b) the cash component is funded by the proceeds from the Notes at a weighted average
interest rate of 5.079% per annum; and
(c) a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) per
quarter will be provided by the KJI vendor.
7.2 Financial Year ended 31 December 2011
Pro forma DPU and Distribution Yield
The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and
the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall
Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPU and
distribution yield for LMIR Trust for FY2011, as if LMIR Trust had purchased the relevant
properties on 1 January 2011, and held and operated the relevant properties through to 31
December 2011, respectively, are as follows:
December
2011
Portfolio(1)
December 2011
Portfolio with
Recent
Acquisitions
December 2011
Portfolio with
Recent
Acquisitions
and Pejaten
Village
December 2011
Portfolio with
Recent
Acquisitions
and Binjai
Supermall
December 2011
Portfolio with
Recent
Acquisitions
and Proposed
Acquisitions
Distributable
income
(S$‘000)(2)
.........................................................
47,446 46,508 45,186 45,151 43,829
Units in issue
and to be issued) ..............................................
2,174,682,008
2,175,947,722(3)
2,176,619,151(3)
2,176,076,294(3)
2,176,747,722(3)
DPU (cents)(4)
...................................................
2.18 2.14 2.08 2.07 2.01
Distribution
yield(5)
............................................................... 6.23% 6.11% 5.93% 5.93% 5.75%
Notes:
(1) Based on the FY2011 Audited Consolidated Financial Statements.
(2) Distributable income includes Unitholders' distribution from operations and return of capital.
(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of the
performance fee as a result of additional Net Property Income after the relevant acquisitions.
(4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the total number of
Units in issue and to be issued as at 31 December 2011.
9 The actual split in the use of proceeds may be adjusted to take into account the adjustment for the consolidated net assets
or net liabilities of Requis (in the case of the Pejaten Village Acquisition) and Sagacity (in the case of the Binjai Supermall
Acquisition).
11
(5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closing price as at
31 December 2011 of S$0.35.
Pro forma NAV per Unit
The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and
the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall
Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per
Unit as at 31 December 2011, as if LMIR Trust had purchased the relevant properties on 31
December 2011, respectively, are as follows:
December
2011
Portfolio(1)
December
2011 Portfolio
with Recent
Acquisitions
December
2011 Portfolio
with Recent
Acquisitions
and Pejaten
Village
December
2011 Portfolio
with Recent
Acquisitions
and Binjai
Supermall
December 2011
Portfolio with
Recent
Acquisitions and
Proposed
Acquisitions
NAV (S$ ‘000) ......................................................
1,299,869
1,299,869
1,299,869
1,299,869 1,299,869
Units in issue and to
be issued .............................................................
2,174,682,008
2,174,682,008
2,174,682,008
2,174,682,008 2,174,682,008
NAV per Unit (cents) ............................................
59.77
59.77
59.77
59.77 59.77
Note:
(1) Based on the FY2011 Audited Consolidated Financial Statements.
Pro forma capitalisation
The following table sets forth the pro forma capitalisation of LMIR Trust as at 31 December
2011, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Properties and
Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the Recent
Properties and the Proposed Properties on 31 December 2011.
As at 31 December 2011
December
2011
Portfolio(1)
December
2011
Portfolio
with Recent
Acquisitions
December
2011
Portfolio
with Recent
Acquisitions
and Pejaten
Village
December
2011
Portfolio
with Recent
Acquisitions
and Binjai
Supermall
December
2011
Portfolio
with Recent
Acquisitions
and
Proposed
Acquisitions
(S$ ‘000) (S$ ‘000) (S$ ‘000) (S$ ‘000) (S$ ‘000)
Short-term debt:
Unsecured ................................................. - - - - -
Secured ..................................................... - - - - -
Total short-term debt ............................
-
-
-
-
-
12
As at 31 December 2011
December
2011
Portfolio(1)
December
2011
Portfolio
with Recent
Acquisitions
December
2011
Portfolio
with Recent
Acquisitions
and Pejaten
Village
December
2011
Portfolio
with Recent
Acquisitions
and Binjai
Supermall
December
2011
Portfolio
with Recent
Acquisitions
and
Proposed
Acquisitions
Long-term debt:
Unsecured ................................................. -
177,000
287,000
215,000
325,000
Secured .....................................................
147,500
147,500
147,500
147,500
147,500
Total long-term debt .............................
147,500
324,500
434,500
362,500
472,500
Total debt .........................................
147,500
324,500
434,500
362,500
472,500
Unitholders funds .......................................
1,299,869
1,299,869
1,299,869
1,299,869
1,299,869
Total Capitalisation ..................................
1,447,369
1,624,369
1,734,369
1,662,369
1,772,369
Note:
(1) Based on the FY2011 Audited Consolidated Financial Statements.
7.3 Six Months ended 30 June 2012
Pro forma DPU and Distribution Yield
The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and
the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall
Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPU and
distribution yield for LMIR Trust for the 6 months ended 30 June 2012 (“6M2012”), as if LMIR
Trust had purchased the relevant properties on 1 January 2012, and held and operated the
relevant properties through to 31 December 2012, respectively, are as follows:
June 2012
Portfolio(1)
June 2012
Portfolio with
Recent
Acquisitions
June 2012
Portfolio with
Recent
Acquisitions
and Pejaten
Village
June 2012
Portfolio with
Recent
Acquisitions
and Binjai
Supermall
June 2012
Portfolio with
Recent
Acquisitions
and Proposed
Acquisitions
Distributable
income
(S$‘000)(2)
.........................................................
32,130 30,857 31,297 30,131 30,571
Units in issue
and to be
2,180,663,153
2,181,276,311(3)
2,181,747,364(3)
2,181,334,206(3)
2,181,805,258(3)
13
issued) ..............................................................
DPU
(cents)(4)
............................................................
1.47 1.41 1.43 1.38 1.40
Distribution
yield(5)
............................................................... 7.75% 7.45% 7.55% 7.27% 7.37%
Notes:
(1) Based on the 6M2012 Unaudited Financial Statements.
(2) Distributable income includes Unitholders' distribution from operations and return of capital.
(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of the
performance fee as a result of additional Net Property Income after the relevant acquisitions.
(4) The DPU is derived at by taking into account the distributable income for 6M2012, divided by the total number of
Units in issue and to be issued as at 30 June 2012.
(5) The distribution yield is derived at by taking into account the annualised DPU for 6M2012, divided by the closing
price as at 30 June 2012 of S$0.38.
Pro forma NAV per Unit
The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and
the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall
Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per
Unit as at 30 June 2012, as if LMIR Trust had purchased the relevant properties on 30 June
2012, respectively, are as follows:
June 2012
Portfolio(1)
June 2012
Portfolio with
Recent
Acquisitions
June 2012
Portfolio with
Recent
Acquisitions
and Pejaten
Village
June 2012
Portfolio with
Recent
Acquisitions
and Binjai
Supermall
June 2012
Portfolio with
Recent
Acquisitions
and
Proposed
Acquisitions
NAV (S$
‘000) .....................................................................
1,215,527
1,215,527
1,215,527
1,215,527
1,215,527
Units in
issue and
to be
issued ..................................................................
2,180,663,153
2,180,663,153
2,180,663,153
2,180,663,153
2,180,663,153
NAV per
Unit
(cents) ..................................................................
55.74
55.74
55.74
55.74
55.74
Note:
(1) Based on the 6M2012 Unaudited Financial Statements.
Pro forma capitalisation
The following table sets forth the pro forma capitalisation of LMIR Trust as at 30 June 2012,
as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Properties and
Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the Recent
Properties and the Proposed Properties on 30 June 2012.
As at 30 June 2012
14
June 2012
Portfolio(1)
June 2012
Portfolio
with Recent
Acquisitions
June 2012
Portfolio
with Recent
Acquisitions
and Pejaten
Village
June 2012
Portfolio
with Recent
Acquisitions
and Binjai
Supermall
June 2012
Portfolio
with Recent
Acquisitions
and
Proposed
Acquisitions
(S$ ‘000) (S$ ‘000) (S$ ‘000) (S$ ‘000) (S$ ‘000)
Short-term debt:
Unsecured ................................................. - - - - -
Secured ..................................................... - - - - -
Total short-term debt ............................
-
-
-
-
-
Long-term debt:
Unsecured ................................................. -
194,000
296,000
231,000
333,000
Secured .....................................................
147,500
147,500
147,500
147,500
147,500
Total long-term debt .............................
147,500
341,500
443,500
378,500
480,500
Total debt .........................................
147,500
341,500
443,500
378,500
480,500
Unitholders funds .......................................
1,215,527
1,215,527
1,215,527
1,215,527
1,215,527
Total Capitalisation ..................................
1,363,027
1,557,027
1,659,027
1,594,027
1,696,027
Note:
(1) Based on the 6M2012 Unaudited Financial Statements.
8. AUDIT COMMITTEE STATEMENT
The audit committee of the Manager will be obtaining an opinion from an independent
financial adviser before coming to its view on the Proposed Acquisitions.
9. OTHER INFORMATION
9.1 Relative Figures Computed on the Bases set out in Rule 1006 of the Listing Manual
A proposed acquisition by LMIR Trust may fall into any of the categories set out in Rule 1004
of the Listing Manual depending on the size of the relative figures computed on the following
bases of comparison as stated
(i) the net asset value of the assets to be disposed of, compared with net asset value
(not applicable to the Proposed Acquisitions);
15
(ii) the net profits attributable to the assets acquired, compared with LMIR Trust’s net
profits;
(iii) the aggregate value of the consideration given, compared with LMIR Trust’s market
capitalisation; and
(iv) the number of equity securities issued as consideration for an acquisition, compared
with the number of equity securities previously in issue (not applicable to the
Proposed Acquisitions).
Where any of the relative figures computed on the bases set out above is 20.0% or more, the
transaction is classified as a “major transaction” under Rule 1014 of the Listing Manual which
would be subject to the approval of Unitholders, unless such transaction is in the ordinary
course of LMIR Trust’s business.
None of the relative figures in relation to the Proposed Acquisitions computed on the bases
set out above exceed 20.0%. Furthermore, none of the Proposed Acquisitions are major
transactions under Chapter 10 of the Listing Manual as they are within LMIR Trust’s ordinary
course of business. However for the purposes of illustration to Unitholders, the relative figures
for the Proposed Acquisitions using the applicable bases of comparison described in sub-
paragraphs 9.1(ii) and 9.1(iii) are set out in the table below.
Comparison of: The Properties
LMIR Trust Relative
Figure
Net Property Income(1)(2)(3)
Pejaten Village: Rp.40.8 billion (S$5.9 million)
Rp.638.5 billion
(S$92.0 million)
6.4%
Binjai Supermall: Rp.7.8 billion (S$1.1 million) 1.2%
Purchase / Aggregate
Consideration against
LMIR Trust’s market
capitalisation
Pejaten Village: Rp.748.0 billion (S$96.0
million)(4)
LMIR Trust’s
market
capitalisation:
S$1,037.3
million(5)(6)
9.3%
Binjai Supermall: Rp.237.5 billion (S$30.5
million)
2.9%
Notes:
(1) In the case of a real estate investment trust, the net property income is a close proxy to the net profits
attributable to its assets.
(2) Based on the FY2011 Audited Consolidated Financial Statements and the unaudited financial statements of
the target companies for FY2011.
(3) Based on FY2011 average rupiah exchange rate of S$1.00 to Rp.6,939.1.
(4) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,795.3.
(5) Based on the closing price of S$0.475 per Unit on the SGX-ST on 11 October 2012.
(6) Based on Units in issue as at 22 October 2012.
9.2 Interests of Directors and Substantial Unitholders10
10 “Substantial Unitholders” refers to Unitholders with an interest in more than 5.0% of all Units in issue.
16
9.2.1 Interests of Directors of the Manager
As at the date of this announcement, the details of the unitholdings of the Directors
are as follows:
Unitholder
Direct
Interest
Deemed
Interest
Total
Interest
%
Interest(1)
Mr Albert Saychuan Cheok ................. 400,000 - 400,000 0.018
Ms Viven Gouw Sitiabudi .................... - - - -
Mr Douglas Chew ................................ - - - -
Mr Bunjamin J. Mailool ........................ - - - -
Mr Lee Soo Hoon, Phillip ..................... - - - -
Mr Goh Tiam Lock ............................... - - - -
Note:
(1) The percentage interest is based on the total number of issued Units of 2,183,818,115 as at the date
of this announcement.
Save as disclosed above and based on information available to the Manager, none of
the Directors has an interest, direct or indirect, in the Acquisitions.
9.2.2 Interests of Substantial Unitholders
As at the date of this announcement, the details of the unitholdings of the Substantial
Unitholders are as follows:
Unitholder
Direct
Interest
Deemed
Interest
Total
Interest
%
Interest(1)
Bridgewater International
Ltd (“BIL”) ............................................. 591,023,888 - 591,023,888 27.06
PT. Sentra Dwimandiri
(“PTSD”) (2)
........................................... - 591,023,888 591,023,888 27.06
PT. Lippo Karawaci
Tbk(3)
.................................................... - 654,014,003 654,014,003 29.95
Notes:
(1) The percentage interest is based on the total number of issued Units of 2,183,818,115 as at the date
of this announcement.
(2) PTSD directly and/or through its subsidiaries wholly-owns BIL and is deemed to be interested in the
Units held by BIL.
(3) PT Lippo Karawaci Tbk directly and/or through its subsidiaries wholly-owns BIL and is deemed to be
interested in the Units held by BIL. PT Lippo Karawaci Tbk also directly and/or through its subsidiaries
wholly-owns the Manager and is deemed to be interested in the 62,990,115 Units (representing
2.88% of the total number of issued Units) held by the Manager.
As at the date of this announcement, the Sponsor, directly and/or through its
subsidiaries and through its interest in the Manager (i) has deemed interests of
17
approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is
therefore regarded as a “controlling unitholder” of LMIR Trust and “controlling
shareholder” of the Manager under both the Listing Manual and (where applicable)
the Property Funds Appendix. The Pejaten Village Vendors and TMI are indirect
wholly owned subsidiaries of the Sponsor. MPP and the Sponsor are under common
control by PT Multipolar Corporation Tbk.
Based on information available to the Manager in the Register of Unitholders, the
other Substantial Unitholders are APG Algemene Pensioen Groep N.V. (9.89%).
9.3 Other Interested Person Transactions
Prior to 19 October 2012, LMIR Trust had entered into several interested person transactions
with certain associates of the Sponsor during the course of the current financial year (the
“Existing Interested Person Transactions”). The aggregate value of the Existing Interested
Person Transactions amounts to Rp.149.1 million (approximately S$19,100), which comprises
0.0016% of the audited net tangible assets of LMIR Trust as at 30 June 2012.
These Existing Interested Person Transactions have been subject to the internal control
procedures established by the Manager to ensure that such transactions are undertaken on
normal commercial terms and are not prejudicial to the interests of LMIR Trust or its minority
Unitholders. These procedures include the review and approval of such transactions by the
Manager’s audit committee. These transactions comply with the requirements of Chapter 9 of
the Listing Manual.
9.4 Directors’ Service Contracts
No person is proposed to be appointed as a Director in relation to the Acquisitions or any
other transactions contemplated in relation to the Acquisitions.
10. DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection during normal business hours
at the registered office of the Manager at 50 Collyer Quay, #06-07 OUE Bayfront, Singapore
04932111
from the date of this announcement up to and including the date falling three
months thereafter:
(i) the Requis SPA (which contains the form of the Pejaten Village Deed of Indemnity);
(ii) the Sagacity SPA (which contains the form of the Binjai Supermall Deed of
Indemnity);
(iii) the Pejaten Village CSPAs;
(iv) the Binjai Supermall CSPA;
11 Prior appointment with the Manager will be appreciated.
18
(v) the full valuation report on Pejaten Village by KJPP RHP;
(vi) the full valuation report on Pejaten Village by KJPP Willson & Rekan;
(vii) the full valuation report on Binjai Supermall by KJPP RHP; and
(viii) the full valuation report on Binjai Supermall by KJPP Willson & Rekan.
The Trust Deed will also be available for inspection at the registered office of the Manager for
so long as LMIR Trust continues to be in existence.
By Order of the Board
Ms Viven Gouw Sitiabudi
Executive Director of the Board and Chief Executive Officer
LMIRT Management Ltd.
(as manager of Lippo Malls Indonesia Retail Trust)
(Company registration no. 200707703M)
23 October 2012
19
APPENDIX A
Chart illustrating the structure under which Pejaten Village is proposed to be held by LMIR Trust upon completion of the Pejaten Village
Acquisition
PT Panca Permata Pejaten
Pejaten Village
LMIR Trust
100%
75% 25%
100%
Requis Investment Pte. Ltd.
(Sing Co)
Gaillard Investment Pte. Ltd.
(Sing Co)
20
APPENDIX B
Chart illustrating the structure under which Binjai Supermall is proposed to be held by LMIR Trust upon completion of the Binjai Supermall
Acquisition
PT Amanda Cipta Utama
Binjai Supermall
LMIR Trust
100%
75% 25%
100%
Sagacity Investment Pte. Ltd.
(Sing Co)
Maxi Magna Investment Pte. Ltd.
(Sing Co)
21
Important Notice
The value of Units and the income derived from them may fall as well as rise. The Units are not obligations of, deposits in, or
guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible
loss of the principal amount invested. Investors have no right to request the Manager to redeem their Units while the Units are
listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the
SGX-ST does not guarantee a liquid market for the Units.
This document is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the
Units. The past performance of LMIR Trust is not necessarily indicative of the future performance of LMIR Trust.
This document may contain forward-looking statements that involve risks and uncertainties. Actual future performance,
outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks,
uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and
economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in
expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training
costs), property expenses and governmental and public policy changes. Investors are cautioned not to place undue reliance on
these forward-looking statements, which are based on the Manager’s view of future events.