RL Commercial REIT Inc. (RCR) and its sponsor, Robinsons Land Corporation, consummated on July 16, 2024, their third property-for-share swap transaction worth P33.92 billion, although regulatory approval is still needed to complete the deal.

In disclosures to the Philippine Stock Exchange (PSE) on July 17, the firms said they had executed a Deed of Assignment for the infusion of 13 commercial assets totaling 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 for P6.80 per share.

RLC said it owned 50.05 percent of RCR prior to the properties’ infusion and that, after the infusion, it would 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 due to the transaction.

RCR’s Board approved the transaction of Directors on June 05, 2024, and its shareholders at the Special Shareholders Meeting held on July 15, 2024.

On June 13, 2024, the Philippine Competition Commission confirmed that the Transaction qualified as an internal restructuring, given that RCR and RLC have the same ultimate parent entity, JG Summit Holdings Inc. The structure of control over RCR and RLC will also remain the same post-transaction.

On July 16, 2024, RCR filed an application for Confirmation of Valuation with the Securities and Exchange Commission (SEC), which is deemed to include an application for confirmation that the Shares to be issued in exchange for the Properties is exempt from registration requirements with the SEC.

RCR will secure the Certificate Authorizing Registration from the Bureau of Internal Revenue confirming that the transfer of the Properties and the issuance of the Shares is a tax-free exchange. RCR will likewise secure the transfer of ownership over the Properties to its name with the respective local governments.

Lastly, RCR will file an application with the PSE for the additional listing of the Shares. The transaction will close upon the listing of the Shares with the PSE.

“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 RCR’s total gross leasable space (GLA) by 347,329 square meters (sqm.), bringing its gross leasable area from 480,479 sqm to 827,808 sqm.

The property-for-share swap comprises 11 malls totaling 278,526 sqm. of leasable space: Robinsons Novaliches, Robinsons Cainta, Robinsons Luisita, Robinsons Cabanatuan, Robinsons Lipa, and 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: 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.