The Gokongwei Group’s real estate unit Robinsons Land Corporation has raised P1.87 billion from the sale of a two percent stake in its real estate investment trust RL Commercial REIT, Inc. (RCR).
In a disclosure to the Philippine Stock Exchange, RLC said it has completed the overnight block placement after its board of directors had authorized the sale of a total of 318.90 million RCR common shares at P5.86 per share, a 5.5 percent discount to its Oct. 17, 2024 closing price of P6.20.
RLC said that, "With this placement, the public float of RCR increased to 5.65 billion common shares or 35.93 percent of the total issued and outstanding common shares.
“The transaction was anchored by high-quality long-only institutional investors. The Placement Shares (were) offered and sold in the Philippines… The Placement Shares will not be registered with the Philippines Securities and Exchange Commission,” RLC said.
It added that, “The proceeds from the block sale shall be settled on October 22, 2024, under the Placement Agreement. RLC will submit the required Reinvestment Plan detailing the use of proceeds obtained from the sale of the Placement Shares accordingly.”
BPI Capital Corporation acted as the Sole Place Agent and Bookrunner for this transaction and Picazo Buyco Tan Fider & Santos acted as transaction counsel.
RCR and its sponsor RLC had consummated on July 16, 2024 their third property-for-share swap transaction worth P33.92 billion.
The firms said they have executed a Deed of Assignment for the infusion of 13 commercial assets totaling to 347,329 square meters (sqm) of Gross Leasable Area (GLA).
The assets, consisting of two office buildings and 11 malls with an appraised value of P33.92 billion, are being swapped with 4.99 billion RCR common shares at a price of P6.80 per share.
RLC said it owns 50.05 percent of RCR prior to the infusion of the properties and, after the infusion, it shall own 65.90 percent of the enlarged total shares of RCR.
The disposition of the 13 commercial assets is part of RLC’s commitment, as RCR’s sponsor, to support RCR’s growth plans. RLC shall also be entitled to additional dividends derived from the higher distributable income generated by RCR as a result of the transaction.
The transaction was approved by RCR’s Board of Directors on June 05, 2024 and its shareholders at the Special Shareholders Meeting held on July 15, 2024.
“The planned asset infusion will diversify our predominantly office asset portfolio with the inclusion of mall assets. This is in line with RCR’s commitment to shareholders to continuously grow the company,” said RCR President and CEO Jericho P. Go earlier.
The 13 commercial assets shall increase the total gross leasable space (GLA) of RCR by an additional 347,329 square meters (sqm.), bringing the gross leasable area of RCR from 480,479 sqm. to 827,808 sqm.
The property-for-share swap is comprised of 11 malls totaling 278,526 sqm. of leasable space, namely: Robinsons Novaliches, Robinsons Cainta, Robinsons Luisita, Robinsons Cabanatuan, Robinsons Lipa, Robinsons Sta. Rosa, Robinsons Imus, Robinsons Los Baños, Robinsons Palawan, Robinsons Ormoc and Cybergate Davao.
It also includes two office assets totaling 68,803 sqm. of leasable space, namely, Giga Tower in the Bridgetowne Destination Estate, Quezon City, and Cybergate Delta 2 in Davao City.
RCR said the assets have been selected based on its investment criteria of maximizing dividend yield accretion through the infusion of high-quality commercial properties that complement the company’s existing portfolio of 16 premium assets.
After the infusion, RLC’s current investment portfolio includes approximately 1.4 million sqm. of leasable mall spaces, approximately 253 thousand sqm. of remaining leasable office spaces, 26 hotels with a total of 4,243 room keys, and 244 thousand sqm. of leasable logistics facilities.