The Gokongwei Group’s real estate investment trust RL Commercial REIT Inc. (RCR) is acquiring 13 malls and office assets worth P33.92 billion from its sponsor Robinsons Land Corporation (RLC) through a stock-for-asset swap.
RCR President and CEO Jericho P. Go said that RCR plans to conduct a property-for-share swap for prime malls and offices. Its fund manager, RL Fund Management Inc., has identified the assets that will maximize the additional value delivered to its shareholders.
“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 Go.
In disclosures to the Philippine Stock Exchange (PSE), the two firms said their respective Boards of Directors have approved the proposed property-for-share swap between RLC and RCR.
Under the agreement, RLC will subscribe to 4.99 billion primary common shares of RCR at a price of P6.80 per share, equivalent to a total valuation of P33.92 billion as supported by a third-party fairness opinion.
The firms noted that, 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.
The property-for-share swap shall be subject to the approval of pertinent regulatory bodies and shall be presented for approval in the special stockholders’ meeting of RCR scheduled on July 15, 2024, to be completed within the year 2024.
RCR will execute the Deed of Assignment with RLC and submit the application to the SEC after obtaining stockholder approval. The company targets to secure regulatory approvals for the property-for-share swap within the year.
Revenues shall accrue to RCR starting on April 1, 2024, subject to the approval of the stockholders and pertinent regulatory bodies.
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.