LMIRT CAPITAL PTE. LTD. (incorporated in Singapore with limited liability) (Company registration number: M)

Transcription

1 Offering Circular dated 25 June 2012 LMIRT CAPITAL PTE. LTD. (incorporated in Singapore with limited liability) (Company registration number: M) S$750,000,000 Guaranteed Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) Under the Guaranteed Euro Medium Term Note Programme described in this Offering Circular (the Programme ), LMIRT Capital Pte. Ltd. (the Issuer ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term Notes (the Notes ) which will be guaranteed (the Guarantee ) by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust ( LMIR Trust )) (the Guarantor ). The Guarantor acts as trustee of LMIR Trust pursuant to the LMIRT Trust Deed (as defined herein). The aggregate nominal amount of Notes outstanding will not at any time exceed S$750,000,000 (or the equivalent in other currencies), subject to increases as described herein. Defined terms used in this Offering Circular shall have the meanings given to such terms in Definitions and Summary of the Programme. The Notes may be issued by the Issuer on a continuing basis to one or more Dealers appointed under the Programme from time to time (each a Dealer and together the Dealers ), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see Risk Factors. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in and for the listing of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. Unlisted series of Notes may also be issued pursuant to the Programme and Notes may also be listed on stock exchanges other than SGX-ST. The relevant Pricing Supplement (as defined herein) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST or on any other stock exchange. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and listing of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantor, LMIR Trust, their respective subsidiaries (LMIR Trust and its subsidiaries taken as a whole, the Group ) or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes (as defined in Summary of the Programme ) that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States. Registered Notes (as defined in Summary of the Programme ) are subject to certain restrictions on transfer, see Subscription and Sale. The Issuer and the Guarantor may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme or other Tranches of Notes. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Pricing Supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger and Dealer for the Programme

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3 Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that this Offering Circular contains or incorporates by reference all information relating to the Issuer, the Guarantor, LMIR Trust, LMIRT Management Ltd. and the Group which is material in the context of the issuance and offering of Notes, that the information contained or incorporated by reference in this Offering Circular is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Issuer and the Guarantor accepts responsibility accordingly. Each Tranche of Notes will be issued on the terms set out herein under Terms and Conditions of the Notes as amended and/or supplemented by a document specific to such Tranche called a pricing supplement (a Pricing Supplement ). This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Pricing Supplement. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated by reference in this Offering Circular (see Documents Incorporated by Reference ). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation other than those contained in this Offering Circular and the relevant Pricing Supplement in connection with any issue or sale of Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, the Arranger or any Dealers, the Trustee or any Agent. Neither the delivery of this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation of the Issuer, the Guarantor, LMIR Trust or the Group or (ii) should be considered as a recommendation by the Issuer, the Guarantor, Arranger or Dealer, the Trustee or the Agents that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor, LMIR Trust and the Group. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary. Neither the delivery of this Offering Circular nor any sale of Notes made in connection herewith shall, under any circumstances, create any implication that there has been no change in the Issuer s, the Guarantor s, LMIR Trust s or the Group s affairs since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the Issuer s, the Guarantor s, LMIR Trust s or the Group s financial position since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. The Issuer, the Guarantor, the Arranger, the Dealer, the Trustee and the Agents do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Arranger, the Dealer, the Trustee or the Agents which would permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor, the Arranger and the Dealer to inform themselves about and to observe any such restriction. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area, the United Kingdom, the Hong Kong, Singapore and Japan (see Subscription and Sale ). i

4 The Notes and the Guarantee have not been and will not be registered under the Securities Act and the Notes include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States. For a description of certain restrictions on offers and sales of Notes and on distribution of this Offering Circular, see Subscription and Sale. The Notes are being offered and sold outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ) under the Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Offering Circular, see Subscription and Sale. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the Arranger, the Dealer, the Trustee or the Agents to subscribe for, or purchase, any Notes in any jurisdiction where such offer would be prohibited. To the fullest extent permitted by law, none of the Arranger, the Dealer, the Trustee or the Agents accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger, any Dealer, the Trustee or any Agent or on their behalf in connection with the Issuer, the Guarantor or the issue and offering of any Notes. Each of the Arranger, the Dealer, the Trustee and the Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. None of the Arranger, any Dealer, the Trustee or any Agent undertakes to review the Issuer s, the Guarantor s or LMIR Trust s financial condition or affairs during the life of the arrangements contemplated by this Offering Circular nor to advise any investor of any information coming to the attention of any of them. This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor s particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Notes, which may describe additional risks and investment considerations associated with such Notes. The risks and investment considerations identified in this Offering Circular and the relevant Pricing Supplement are provided as general information only. Investors should consult their own financial, tax, accounting and legal advisers as to the risks and investment considerations arising from an investment in an issue of Notes and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances. In making an investment decision, investors must rely on their own examination of the Issuer, the Guarantor, LMIR Trust and the Group and the terms of the Notes being offered, including the merits and risks involved. None of the Issuer, the Guarantor, the Arranger, any Dealer, the Trustee or any Agent makes any representation to any investor regarding the legality of its investment under any applicable laws. Investors should be able to bear the economic risk of an investment in the Notes for an indefinite period of time. Stabilisation In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action or over-allotment may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. Currencies This Offering Circular contains conversions of Singapore Dollar amounts to U.S. Dollars at specific rates solely for the convenience of the reader. For convenience, certain U.S. Dollar amounts have been translated into Singapore Dollar amounts, based on the prevailing exchange rate on 31 March 2012 of S$1.26 = U.S.$1.00, as ii

5 quoted by the Federal Reserve Bank of New York for that date. Such translations should not be construed as representations that the Singapore Dollar or U.S. Dollar amounts referred to could have been, or could be, converted into Singapore Dollars or U.S. Dollars, as the case may be, at that or any other rate or at all. Figures in this Offering Circular have been subject to rounding adjustments. Accordingly, figures shown for the same item of information may vary and figures which are totals may not be an arithmetic aggregate of their components. Forward-Looking Statements This Offering Circular includes forward-looking statements regarding, amongst other things, the Issuer s, the Guarantor s, LMIR Trust s and the Group s business, results of operations, financial conditions, cash flow, future expansion plans and business strategy. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, estimates, intends, may, will or should or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Offering Circular and include statements regarding the Issuer s, LMIR Trust s and the Guarantor s intentions, beliefs or current expectations concerning, among other things, the Issuer s, the Guarantor s, LMIR Trust s or the Group s results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Issuer, LMIR Trust or the Group operates. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Issuer and the Guarantor caution investors that forward-looking statements are not guarantees of future performance and that their actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Offering Circular. In addition, even if the Issuer s, LMIR Trust s or the Group s results of operations, financial condition and liquidity and the development of the industries in which the Issuer, the Guarantor, LMIR Trust or the Group operates are consistent with the forward-looking statements contained in this Offering Circular, those results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Issuer, the Guarantor or persons acting on their behalf may issue. The Issuer and the Guarantor do not undertake any obligation to review or confirm analysts expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Offering Circular. Investors should read the factors described in the Risk Factors section of this Offering Circular to understand the risks and uncertainties inherent in the Issuer s, LMIR Trust s and the Group s business and underlying any forward-looking statements. Any forward-looking statements that the Issuer and/or the Guarantor make in this Offering Circular speak only as at the date of this Offering Circular, and the Issuer and the Guarantor undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, and should only be viewed as historical data. Financial Statements LMIR Trust has prepared audited consolidated financial statements as at and for the years ended 31 December 2009, 2010 and 2011 and unaudited consolidated financial information as at and for the threemonth periods ended 31 March 2011 and 31 March The audited consolidated financial statements as at and for the year ended 31 December 2011 (including comparative data as at and for the year ended 31 December 2010), the audited consolidated financial statements as at and for the year ended 31 December 2010 (including comparative data as at and for the year ended 31 December 2009) and the unaudited consolidated financial information of LMIR Trust as at and for the threemonths ended 31 March 2012 (including comparative data as at and for the three-months ended 31 March 2011) are included in this Offering Circular and are prepared in conformity with Singapore Financial Reporting Standards ( SFRS ) issued by the Singapore Accounting Standards Council ( ASC ). See Index to Financial Statements and Summary of the Group Summary Financial Information. Documents Incorporated by Reference This Offering Circular should be read and construed in conjunction with (i) each relevant Pricing Supplement, (ii) the most recently published audited consolidated annual financial statements and any interim iii

6 financial statements (whether audited or unaudited) published subsequently to such annual financial statements of LMIR Trust from time to time (if any), in each case with the report of the auditors in connection therewith and any notes to the accounts in connection therewith (if any), and (iii) all amendments and supplements from time to time to this Offering Circular, each of which shall be deemed to be incorporated by reference in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. Copies of all such documents which are so deemed to be incorporated by reference in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified offices of the Issuing and Paying Agent set out at the end of this Offering Circular. Supplementary Offering Circular Each of the Issuer and the Guarantor has given undertakings to the Arranger that, unless the Issuer and the Guarantor have notified the Arranger and the Permanent Dealer in writing that the Issuer does not intend to issue Notes under the Programme for the time being, if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Offering Circular which is capable of affecting the assessment by investors of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Guarantor, LMIR Trust, the Group, the rights attaching to such Notes or the Guarantee, the Issuer and the Guarantor shall prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in connection with any subsequent offering of the Notes and shall supply to the Arranger, each Dealer and the Trustee such number of copies of such supplement hereto as the Arranger, such Dealer and the Trustee may request. iv

7 TABLE OF CONTENTS DEFINITIONS... 1 SUMMARY OF THE GROUP... 3 SUMMARY FINANCIAL INFORMATION... 7 SUMMARY OF THE PROGRAMME RISK FACTORS TERMS AND CONDITIONS OF THE NOTES SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM USE OF PROCEEDS CAPITALISATION AND INDEBTEDNESS DESCRIPTION OF THE ISSUER LIPPO MALLS INDONESIA RETAIL TRUST MANAGEMENT INDUSTRY TAXATION INTERESTS OF UNITHOLDERS AND DIRECTORS OF THE LMIRT MANAGER RELATED PERSON TRANSACTIONS CLEARANCE AND SETTLEMENT SUBSCRIPTION AND SALE FORM OF PRICING SUPPLEMENT FOR NOTES GENERAL INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 Page v

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9 DEFINITIONS The following definitions have, where appropriate, been used in this Offering Circular: or sterling... Thelawful currency of the United Kingdom BOT Schemes... Acontractual arrangement in which a grantor grants a grantee, a right to build and operate specific land for a particular period CDP... TheCentral Depository (Pte) Limited euro or... Thelawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community, as amended from time to time GDP... Gross domestic product GFA... Gross floor area GRDP... Gross regional domestic product HK$... Thelawful currency of Hong Kong SAR Hong Kong or Hong Kong SAR... Indonesian SPCs... ITA... LMIRT or LMIR Trust... Hong Kong Special Administrative Region of the People s Republic of China Each of the special purpose corporations established under the laws of the Republic of Indonesia that directly hold title to the Retail Malls and Retail Spaces Income Tax Act, Chapter 134 of Singapore Lippo Malls Indonesia Retail Trust, a unit trust constituted on 8 August 2007 under the laws of the Republic of Singapore LMIRT Manager... LMIRT Management Ltd. (previously known as Lippo Malls Indonesia Retail Trust Management Ltd), as manager of LMIR Trust LMIRT Trust Deed... Thetrust deed dated 8 August 2007 constituting LMIR Trust and made between the LMIRT Manager and the LMIRT Trustee, as amended or supplemented LMIRT Trustee... HSBC Institutional Trust Services (Singapore) Limited, acting in its capacity as trustee of LMIR Trust, or any other person that replaces HSBC Institutional Trust Services (Singapore) Limited as trustee of LMIR Trust under the LMIRT Trust Deed MAS... TheMonetary Authority of Singapore Master Lessee... Thehead tenant of the LMIR Trust s Retail Space Master Lease Agreement... Theagreement between LMIR Trust and the Master Lessee NAV... Netasset value NLA... Netlettable area Property Funds Index... Theguidelines for real estate trusts issued by the MAS as Appendix 2 to the CIS Code, as amended, varied or supplemented from time to time Property Manager... PT.Consulting & Management Services Division Properties... Together, the Retails Malls and the Retail Spaces Prospectus Directive... Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State of the EEA), and includes any relevant implementing measure in each such relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU 1

10 Real GDP... Rp or Rupiah... S$ or Singapore Dollars... Securities and Futures Ordinance... SFA... SFRS... Singapore... Singapore SPCs... Sponsor... Unit(s)... U.S.$ or U.S. Dollars... Gross domestic product as adjusted for inflation Thelawful currency of Indonesia Thelawful currency of Singapore TheSecurities and Futures Ordinance (Cap. 571) of Hong Kong TheSecurities and Futures Act, Chapter 289 of Singapore Singapore Financial Reporting Standards TheRepublic of Singapore Each of the special purpose corporations established under the laws of the Republic of Singapore that directly hold the shares of the Indonesian SPCs PTLippo Karawaci Tbk An undivided interest in LMIR Trust as provided for in the LMIRT Trust Deed Thelawful currency of the United States of America 2

11 SUMMARY OF THE GROUP Background LMIR Trust is a Singapore-based REIT constituted by the LMIRT Trust Deed and the first and only Indonesian retail REIT listed on the SGX-ST. It was established with the principal investment objective of owning and investing on a long-term basis in a diversified portfolio of income-producing real estate properties in Indonesia that are primarily used for retail and/or retail-related purposes, and real estate related assets in connection with the foregoing purposes. LMIR Trust seeks to produce regular and stable cash flows and to achieve long-term growth in NAV per Unit through growth in rental yields and acquisitions. LMIR Trust s asset portfolio, as at 31 March 2012, comprised ten retail malls (the Retail Malls ) and seven retail spaces (the Retail Spaces ), all of which are located in Indonesia. For the year ended 31 December 2011, LMIR Trust had net property income of S$92.0 million and had total assets of S$1,607.7 million as at 31 March As at 15 June 2012, LMIR Trust had a market capitalisation of S$861 million. Competitive strengths The LMIRT Manager believes that the competitive strengths of LMIR Trust include: The Properties are located in major cities of Indonesia amidst a growing and affluent urban middle class, allowing LMIR Trust to leverage on sound Indonesian macroeconomic and retail industry fundamentals The existing Properties are mainly located within Greater Jakarta, Bandung and Medan, Indonesia s first, third and fourth most populous cities, respectively, aligning LMIR Trust s growth with a significant portion of urban economic growth in Indonesia. Indonesia is the largest economy in South East Asia and has the world s fourth largest population. In recent years, Indonesia has been South East Asia s fastest growing economy by Real GDP, experiencing a corresponding increase in purchasing power as a result of growth in GDP per capita. This recent GDP growth has been driven largely by private consumption, which accounted for 54.9 per cent. of Indonesian GDP in Further, economic development in Indonesia has seen a significant growth of the middle income population over the past several years in major urban centres. This middle income group is considered one of the vital contributors to the economy and is perceived as the most prospective target in mass consumer markets, reflected by increases in consumer loans and credit card purchases in 2011 of 24 per cent. and 34 per cent., respectively. It is estimated that the middle income population in Indonesia currently totals approximately 131 million people. This particular group is a major target market for modern retail shopping centres and is expected to grow as the Indonesian economy continues to expand and the relatively youthful population drives consumption as it ages. Retail spending has been further boosted by a shift in lifestyle towards a higher level of consumerism, partially brought about by the introduction of foreign brands and designer labels. These foreign brands and designer labels typically have higher margins and retailers selling such merchandise are willing to pay higher rentals for prime and sizeable retail space. The proliferation of hypermarkets and supermarkets over traditional markets has also increased shopper traffic to modern retail malls. This growth in retail traffic provides an opportunity for the significant expansion of the retail base in Indonesia, as rental rates and retail space per capita in the market continue to lag behind other key retail markets in the region. Leading position as one of Indonesia s largest retail property owners LMIR Trust s position as one of the largest retail property owners in Indonesia allows it to capitalise on economies of scale, leading to more efficient portfolio and property management and provides it with relative bargaining power when negotiating with existing and potential future tenants. The Property Manager, a wholly-owned subsidiary of the Sponsor, manages all of the Retail Malls. As the Retail Spaces are master-leased to Matahari Department Store, there is no similar property management support required for the Retail Spaces. The Property Manager comprises a specialised team of professionals managing the key areas of operations, leasing, marketing and finance. Best practices are standardised and strictly adhered to across all assets in the portfolio. The Retail Malls are able to leverage upon the Property Manager s and the Sponsor s experience in areas including contractor management, retailer relationships and key negotiations, cost control mechanisms and strategic leasing, marketing and management initiatives. This helps to enhance the position of LMIR Trust s Properties in the market, enabling them to seek to take advantage of increased foreign retailer interest in the sector. For example, Carrefour, Metro, Parkson and Lotte have all announced that they intend to expand their 3

12 Indonesian footprint in the coming years. Additionally, the LMIRT Manager, in counsel with the Property Manager, believes that there are ongoing opportunities to realise efficiencies and enhance the performance of each Retail Mall. Strong and committed Sponsor The Sponsor s position as the largest listed real estate company in Indonesia by revenue and assets in 2011 allows LMIR Trust the opportunity to benefit from expert knowledge and significant client relationships in the Indonesian retail property market. The Sponsor is a developer of retail, residential and industrial land in Indonesia and also has a significant recurring revenue stream through its REIT management, hospitality and healthcare operations. It is also affiliated with Matahari, one of the largest retailers in Indonesia and a significant anchor tenant in certain of LMIR Trust s properties. The Sponsor demonstrated its commitment to LMIR Trust by undertaking to subscribe for its pro rata entitlement and any remaining unsubscribed units in LMIR Trust s 2011 rights issuance. As at 31 March 2012, the Sponsor held, directly and indirectly, 29.8 per cent. of the units in LMIR Trust. Properties strategically located within well-established population catchment areas The geographic diversification of the Properties reduces LMIR Trust s dependence on any single regional market and accordingly contributes to the stability of LMIR Trust s projected future income. The Retail Malls are strategically located throughout Greater Jakarta as well as in Bandung and Medan. Located in middle to upper middle income demographic regions, each of the Retail Malls has a variety of strong characteristics such as: Gajah Mada Plaza Located in the Chinatown district of Jakarta, with a hypermarket, executive club and a swimming pool; Cibubur Junction Located in the heart of Cibubur, one of the most affluent and upmarket residential areas in Jakarta; The Plaza Semanggi Located in the golden triangle of the Jakarta CBD and accessible from all areas of the capital city; Mal Lippo Cikarang The main shopping centre in the growing residential and industrial Lippo Cikarang estate with limited competition within a 10 kilometres radius; Ekalokasari Plaza The first modern shopping centre in Bogor and a five-minute drive from the Bogor exit gate of the Jagorawi toll road, the highway connecting Jakarta to Bogor; Pluit Village Surrounded by affluent residential estates with a majority ethnic Chinese community in North Jakarta; Bandung Indah Plaza Strategic location at the heart of Bandung s CBD and easily accessible to the greater Bandung population; Istana Plaza Easily accessible from several transportation hubs in the vicinity, such as the Husein Sastranegara Airport, Bandung train station and Pasteur tollgate; Sun Plaza One of the upmarket malls in the growing city of Medan, the most populous Indonesian city outside of Java; and Plaza Medan Fair Strategically located in the shopping and business district of Medan, surrounded by affluent residential complexes and within walking distance to key hotels in Medan. The Retail Spaces are strategically located throughout Greater Jakarta and in the major cities of Semarang, Medan, Madiun and Malang. For example: the Mall WTC Matahari Units are located in Serpong, which is part of Tangerang, one of the residential areas on the outskirts of Jakarta; Mall WTC Matahari is strategically located along a main road which connects to BSD City, the largest residential estate in Greater Jakarta that has a proposed development area of 6,000 ha with currently 1,500 ha developed and is occupied by over 15,000 households; and the Malang Town Square Units which are located in the city of Malang, which is the second largest city in East Java province and a popular tourist destination due to its natural attractions. The city is also home to five universities. 4

13 Quality Retail Malls which cater to the daily needs of shoppers The Retail Malls are strategically positioned as everyday shopping destinations for shoppers and their families, catering to their daily as well as lifestyle and entertainment needs. The Retail Malls are anchored by supermarkets, hypermarkets and/or department stores, which draw significant shopper traffic to the malls and are designed to provide a comfortable and hassle-free environment for shoppers to purchase their daily necessities. The specialty, food & beverage and lifestyle and entertainment tenants, which include foreign labels and brands, restaurants, cinemas and entertainment centres provide shoppers with a wide range of product offerings and a complete shopping experience. Further, the Retail Malls are managed by experienced professionals with retail expertise and experience, as reflected in the historically high occupancy rates and the ability of each Retail Mall to differentiate itself from its competitors within its catchment area. As at 31 March 2012, the Retail Malls had a weighted average occupancy of approximately 94.5 per cent., compared to an industry average of 87.6 per cent., reflecting the robust demand for space in the Retail Malls. Quality tenant base The Retail Malls benefit from the quality and balanced mix of their tenants. The Retail Malls top tenants include well-known international and domestic retailers and brand names such as Giant Hypermarket, Gramedia bookstore, Starbucks, Giordano, Fitness First, Sports Station, Matahari Department Store, Hypermart and Studio 21 Cinema. The Retail Malls have a large combined tenant base of over 2,500 tenants (as at 31 December 2011). The top ten tenants in the Retail Malls constituted 38.0 per cent. of LMIR Trust s gross rental income for the year ended 31 December Historically stable performance underpinned by a well-developed regulatory environment, a favourable lease profile and an advance rental payment structure, which helps to minimise debtor risks due to potential rental arrears As a REIT listed on the SGX-ST, LMIR Trust is subject to a well-developed regulatory regime that is designed to minimise development risks and interested party dealings while promoting income stability. In addition to the Singapore regulatory environment, the stability of the LMIR Trust s portfolio has been further underpinned by a favourable lease profile, including a weighted average lease expiry of 4.36 years as at 31 December 2011 with only 9 per cent. of leases by NLA expiring within one year. Anchor and major tenants in the Properties typically enter into leases with a term of 10 years, while specialty tenants typically enter into leases with terms between three and five years. The Retail Spaces are master leased to PT Matahari Putra Prima Tbk, Indonesia s largest retailer by market value with an initial term of 10 years and rent based on fixed annual increases through 2011, switching to a revenue sharing formula thereafter with a minimum base rent. The table below illustrates LMIR Trust s portfolio occupancy rates by NLA from 2007 to 31 March 2012: Q 2012 (per cent. occupied) (1) 94.5 (1) Excluding Pluit Village and Plaza Medan Fair, which were both acquired in December 2011 and are undergoing asset repositioning, the LMIR Trust portfolio occupancy rate in 2011 was 98.2 per cent. Additionally, retail tenants in Indonesia typically pay an advance rental of approximately 10 per cent. to 20 per cent. of the total rent payable for the duration of the lease upon signing of the lease agreement. This advance rental payment helps to minimise LMIR Trust s cash flow debtor risks due to potential rental arrears, thus enhancing LMIR Trust s cash flow stability. Strategy By utilising a prudent funding approach, the LMIRT Manager endeavours to leverage on Indonesia s growing segment of middle and upper-middle class consumers to strategically expand LMIR Trust s business. By drawing on LMIR Trust s competitive strengths, the LMIRT Manager believes LMIR Trust has developed clear and focused strategies to achieve consistent and sustainable growth and to expand its revenue base. The LMIRT Manager strives to optimise the value of LMIR Trust s assets through asset management. The LMIRT Manager seeks to manage LMIR Trust s balance sheet prudently by expanding in growth markets and diversifying its business where appropriate. 5

14 LMIRT Manager strategies includes the following: Focus on organic growth The LMIRT Manager strives to grow the business organically by capitalising on improved macroeconomic fundamentals. The LMIRT Manager believes LMIR Trust is well-positioned to benefit from the increasing consumer demand of the growing urban middle income class in Indonesia. The LMIRT Manager believes that through portfolio management and comprehensive strategies for tenant repositioning LMIR Trust will be able to continue to expand its business. Invest in asset enhancement initiatives The LMIRT Manager plans to continue investing in asset enhancement in order to provide improved products and services to customers. In order to accomplish this, the LMIRT Manager continually reviews and investigates asset enhancement works for each property, to create additional income streams and maximise the retail offering at each mall. Continued focus on acquisitions The LMIRT Manager intends to enhance its business portfolio by continuing to review and investigate potential strategic acquisitions. The LMIRT Manager believes that there exists a large pipeline of potential acquisitions from both the Sponsor and unrelated parties. The fragmented and diverse nature of the retail property market provides LMIR Trust with further acquisition growth opportunities that the LMIRT Manager is actively exploring. 6

15 Summary Financial Information LMIR Trust has prepared the summary financial information below from its audited consolidated financial statements as at and for the years ended 31 December 2009, 2010 and 2011 and unaudited consolidated financial information as at and for the three-month period ended 31 March 2011 and 31 March This summary financial information should be read in conjunction with such audited consolidated financial statements and such unaudited consolidated financial information, as the case may be, and, in each case, the notes thereto, which are reproduced elsewhere in this Offering Circular. Statements of Total Return Year ended 31 December Three months ended 31 March S$ Thousands U.S.$ Thousands S$ Thousands U.S.$ Thousands Gross Revenue... 85, , , ,022 32,772 45,565 36,163 Property Operating Expenses... (10,649) (44,101) (44,097) (34,998) (10,419) (14,708) (11,673) Net Property Income... 75,109 85,269 92,011 73,024 22,353 30,857 24,490 Interest Income... 2,313 1,543 1,287 1, Other Credits , Manager s Management Fees... (5,686) (6,416) (6,874) (5,455) (1,663) (2,236) (1,775) Trustee Fees... (219) (230) (242) (192) (58) (71) (56) Finance Costs... (8,817) (9,523) (9,873) (7,836) (2,400) (4,091) (3,247) Other Expenses... (664) (913) (1,271) (1,009) (136) (377) (299) Net Income Before the Undernoted... 62,665 73,095 75,764 60,130 18,591 24,467 19,419 Increase in Fair Values of Investment Properties... 98,766 76,427 48,285 38,321 Realised (Losses) Gains on Derivative Financial Instruments... 1,910 (8,363) (10,794) (8,566) (2,136) (3,063) (2,431) Increase (Decrease) in Fair Values of Derivative Financial Instruments... (93,966) (1,520) 6,009 4,769 (307) 3,870 3,071 Realised Foreign Exchange Adjustment (Losses) Gains (978) (772) (613) 79 (779) (618) Unrealised Foreign Exchange Adjustment Gains (Losses)... (475) 999 (720) (571) (180) Total Return for the Year Before Income Tax... 69, , ,772 93,470 16,047 24,818 19,697 Income Tax Expense... (29,259) (29,397) (30,801) (24,445) (4,797) (6,943) (5,510) Total Return for the Year After Income Tax... 39, ,263 86,971 69,025 11,250 17,875 14,187 Other Comprehensive (Loss) Return Exchange Differences on Translating Foreign Operations ,627 (54,931) 23,824 18,908 29,946 (74,427) (59,069) Total Comprehensive Return ,433 55, ,795 87,933 41,196 (56,552) (44,882) Earnings Per Unit In Cents Cents Cents Cents Cents Cents Cents Cents Basic and Diluted Earnings per Unit

16 Statements of Financial Position As at 31 December As at 31 March S$ Thousands U.S.$ Thousands S$ Thousands U.S.$ Thousands ASSETS Non-Current Assets Plant and Equipment ,812 2,231 2,778 2,205 Investment Properties... 1,056,025 1,082,044 1,545,241 1,226,382 1,468,320 1,165,333 Total Non-Current Assets... 1,056,076 1,082,371 1,548,053 1,228,613 1,471,098 1,167,538 Current Assets Trade and Other Receivables... 8,717 9,352 10,360 8,222 15,346 12,179 Other Assets... 12,115 10,806 13,551 10,755 14,123 11,209 Cash and Cash Equivalents , , ,730 91, ,140 85,032 Total Current Assets , , , , , ,420 Total Assets... 1,188,211 1,212,508 1,686,694 1,338,646 1,607,707 1,275,958 UNITHOLDERS FUNDS AND LIABILITIES Unitholders Funds Issued Equity , ,473 1,157, ,803 1,158, ,584 Retained Earnings (Accumulated Losses).. 106, , , , , ,018 Currency Translation Reserve (Adverse)... (34,481) (89,412) (65,588) (52,054) (140,019) (111,126) Total Unitholders Funds , ,909 1,299,869 1,031,642 1,232, ,476 Non-Current Liabilities Deferred Tax Liabilities... 37,406 47,465 57,699 45,793 57,699 45,793 Other Financial Liabilities , , , , , ,649 Other Liabilities... 84,788 77, ,061 82,588 98,860 78,460 Total Non-Current Liabilities , , , , , ,902 Current Liabilities Income Tax Payable... 7,104 7,340 6,692 5,311 7,999 6,348 Trade and Other Payables... 4,637 9,529 26,974 21,408 22,772 18,073 Other Financial Liabilities... 7,955 10,425 14,164 11,241 13,706 10,878 Other Liabilities... 11,851 13,673 21,866 17,354 21,774 17,281 Total Current Liabilities... 31,547 40,967 69,696 55,314 66,251 52,580 Total Liabilities , , , , , ,482 Total Unitholders Funds and Liabilities... 1,188,211 1,212,508 1,686,694 1,338,646 1,607,707 1,275,958 Net Asset Value per Unit in Cents Cents Cents Cents Cents Cents Cents Net Asset Value per Unit

17 Statements of Distribution Year ended 31 December Three months ended 31 March S$ Thousands US$ Thousands S$ Thousands US$ Thousands Total Return for the Year After Income Tax... 39, ,263 86,971 69,025 11,250 17,875 14,187 Less: Net Adjustments... 14,203 (62,385) (39,525) (31,369) 1,417 (2,867) (2,276) Total Distribution to Unitholders... 54,009 47,878 47,446 37,656 12,667 15,008 11,911 Distributions Made to Unitholders Distribution of 0.69 cents in 2012, 1.17 cents in 2011, 1.2 cents in 2010 and 1.36 cents in 2009 per unit for the period from 1 January to 31 March... 14,552 12,877 12,667 10,053 12,667 15,008 11,911 Distribution of 1.09 cents in 2011, 1.04 cents in 2010 and 1.30 cents in 2009 per unit for the period from 1 April to 30 June... 13,933 11,241 11,864 9,416 Distribution of 1.06 cents in 2011, 1.09 cents in 2010 and 1.22 cents in 2009 per unit for the period from 1 July to 30 September... 13,083 11,731 11,494 9,122 Total Interim Distribution Paid in the Year Ended 31 December... 41,568 35,849 36,025 28,591 12,667 15,008 11,911 Total Return Available for Distribution to Unitholders for the Quarter Ended 31 December Paid After Year End... 12,441 12,029 11,421 9,065 54,009 47,878 47,446 37,656 12,667 15,008 11,911 Unitholders Distribution As Distribution from Operations... 36,394 38,678 36,903 29,288 10,208 12,156 9,648 As Distribution of Unitholders Capital Contribution... 17,615 9,200 10,543 8,368 2,459 2,852 2,263 Total... 54,009 47,878 47,446 37,656 12,667 15,008 11,911 9

18 SUMMARY OF THE PROGRAMME The following overview is qualified in its entirety by the remainder of this Offering Circular. Issuer... Guarantee... Description... Size... Arranger... Dealers... Trustee... Issuing and Paying Agent... Registrar... Transfer Agent... CDP Paying Agent... Method of Issue... Issue Price... Form of Notes... LMIRT Capital Pte. Ltd. Notes will be guaranteed by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust). Guaranteed Euro Medium Term Note Programme. Up to S$750,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any time. The Issuer and the Guarantor may increase the aggregate nominal amount of the Programme in accordance with the terms of the Dealer Agreement. Standard Chartered Bank Standard Chartered Bank The Issuer and the Guarantor may from time to time appoint any dealer either in respect of one or more Tranches (as defined below) or in respect of the whole Programme or terminate the appointment of any dealer under the Programme. References in this Offering Circular to Permanent Dealer are to the person that is appointed as dealer in respect of the whole Programme (and whose appointment has not been terminated) and references to Dealers are to the Permanent Dealer and all persons appointed as a dealer in respect of one or more Tranches. Citicorp International Limited Citibank, N.A., London Branch Citigroup Global Markets Deutschland AG Citibank, N.A., London Branch Citicorp Investment Bank (Singapore) Limited TheNotes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a Series ) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a Tranche ) on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the relevant Pricing Supplement Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments. The Notes may be issued in bearer form only ( Bearer Notes ) or in registered form only ( Registered Notes ). Each Tranche of Bearer Notes and Exchangeable Bearer Notes will be represented on issue by a temporary Global Note if (i) definitive Notes are to be made available to Noteholders following the expiry of 40 days after their issue date or (ii) such Notes have an initial maturity of more than one year and are being issued in compliance with the D Rules (as defined 10