Robinsons Land Corporation, the property development arm of the Gokongwei Group, is infusing nine more malls worth ₱30.67 billion into its real estate investment trust, RL Commercial REIT Inc., as part of plans to triple its size to ₱300 billion within three years.

In a disclosure to the Philippine Stock Exchange, RCR said its Board of Directors has approved a property-for-share swap transaction with its sponsor, RLC, for the infusion of nine mall assets in exchange for 3.83 billion RCR common shares.

Of the nine malls, seven are in Luzon while two are in the Visayas. These are Robinsons Dasmariñas and General Trias in Cavite, Starmills in Pampanga, Malolos in Bulacan, Santiago in Isabela, Magnolia in Quezon City, as well as Robinsons Tacloban and Cybergate Cebu.

The Properties have a total gross leasable area of 324,107.75 square meters and have high occupancy rates, which are consistent with the set investment criteria of RCR. The Properties also include a diversified tenant base, which will contribute to their stable occupancy rates.

With this infusion, the portfolio size of RCR will be increased from approximately 827,807 sqm to approximately 1,151,915 sqm, or a growth of 39.15 percent.

The infusion will increase the existing portfolio of RCR to 38 commercial real estate assets consisting of 21 mall assets and 17 office assets.

The total transaction value of the Properties at ₱30.67 billion is based on the independent property appraisal reports of AACI and supported by a third-party fairness opinion made by FTI.

It will be exchanged for RCR shares at an exchange price of ₱8.00 per share which is set at a premium over RCR’s 30-day volume-weighted average price as of June 18, 2025. The appraised value and the exchange price are within the values indicated in the fairness opinion issued by FTI.

The Transaction has been approved by the Board of Directors of RL Fund Management Inc., the Fund Manager of RCR, and the Related Party Transactions Committee of RCR.

It is subject to the approval of the stockholders of RCR, in a special meeting duly called for the purpose to be held on August 13, 2025, as well as by pertinent regulatory bodies, such as the Securities and Exchange Commission, the PSE, the Bureau of Internal Revenue, and the Philippine Competition Commission.

With the additional shares to be issued to RLC, the public ownership of RCR will be 34.22 percent of the total shares of RCR once the Transaction has closed.

This is still above the mandated public ownership of at least one-third of the total outstanding capital stock applicable to Real Estate Investment Trusts under the Real Estate Investment Trust (REIT) Act of 2009.

Revenues shall accrue to RCR starting on the first day of the month of execution of the Deed of Assignment, subject to the approval of the stockholders and pertinent regulatory bodies, resulting to higher distributable income for its shareholders.

The Properties are expected to contribute further to RCR’s cashflows, increasing its dividends per share.