MREIT to acquire 10 Megaworld office buildings in ₱1.36-billion share swap
Megaworld Corp. plans to expand its real estate investment trust MREIT Inc. by transferring 10 office buildings valued at approximately ₱20 billion in exchange for newly issued shares.
In a disclosure to the Philippine Stock Exchange, MREIT said it is looking to issue and list up to 1.36 billion primary common shares, details of which are yet to be determined, in exchange for cash or properties.
The issuance was approved by the Company’s stockholders during the Annual Stockholders' Meeting of the Company held on Sept. 29.
The transaction price for the shares shall be the average adjusted price, not less than ₱14.39 per share. The share price trades at a premium to the Volume Weighted Average Price (VWAP) of MREIT Shares for the 30 Trading Days prior to the Transaction, as validated by a fairness opinion issued by FTI Consulting Philippines, Inc.
“Other details will be disclosed as agreed to by the Parties (Megaworld and MREIT) and upon final determination of the valuation of the properties, the Swap Price, and compliance with the requirements of the Securities and Exchange Commission and the Philippine Stock Exchange,” said MREIT.
Megaworld’s assets to be infused into MREIT consist of nine office buildings in McKinley Hill Village, Taguig, and one office tower in Eastwood, Quezon City, with a total gross leasable area of 198,540 square meters.
Specifically, the office buildings in McKinley Hill are Science Hub towers 1, 3, and 4; One Campus Place Bldg. A and B; four buildings occupied by Wells Fargo: 8 Campus Place A, B, and C, and SEAC; as well as Global One in Eastwood City.
Megaworld Corporation is subscribing to an initial ₱187.5 million in MREIT which is increasing its authorized capital by ₱3 billion in preparation for the next batch of their share-for-asset swap.
The firms said they have entered into a Memorandum of Understanding under which MREIT submitted its application to the Securities and Exchange Commission for an increase in authorized capital stock from ₱5 billion to ₱8 billion.
Pursuant to the Agreement, the firms agree to pursue a share swap arrangement over certain income-generating real estate of Megaworld that meets the investment criteria of MREIT.
MREIT intends to acquire the target growth assets to secure income growth and provide a competitive investment return to its shareholders.
Out of the increase of ₱3 billion, and by way of compliance with statutory requirements, Megaworld initially subscribed to 25 percent, equivalent to ₱750 million or 750 million MREIT shares at par value of ₱1.00 per share.
For this subscription, it paid a cash amount of ₱187.5 million, representing the statutory payment of 25 percent of the 25 percent subscription.