Robinsons Land Corp. (RLC) is gearing up for another infusion of assets into RL Commercial REIT Inc. (RCR) by selling ₱6.21 billion worth of the real estate investment trust’s shares to boost its public float.
In a disclosure to the Philippine Stock Exchange, RLC said it has completed the overnight block placement of its shares in RCR on April 3, 2025, selling a total of 1.04 billion common shares at ₱5.95 per share.
With this placement, the public float of RCR increased to 6.69 billion common shares, or 42.57 percent of the total issued and outstanding common shares.
The increase in public float will allow RLC to acquire more RCR shares and infuse assets into the REIT via an asset-for-property swap without reducing the public float below the 33.33-percent minimum required by law.
The placement shares were offered and sold in the Philippines, and the proceeds from the block sale shall be settled on April 8, 2025, under the placement agreement.
RLC said it will submit the required reinvestment plan, detailing the use of proceeds obtained from the sale of the placement shares.
BPI Capital Corp. acted as the placement agent, bookrunner, and underwriter for this transaction. Picazo Buyco Tan Fider & Santos acted as transaction counsel.
In October 2024, RLC raised ₱1.87 billion from the sale of a two-percent stake in RCR, or a total of 318.90 million RCR common shares at P5.86 per share.
RCR said last February that it is looking forward to the infusion of 1.45 million square meters (sqm) of gross leasable area (GLA) and 4,000 hotel rooms from its sponsor, RLC.
The firm noted that RLC still has more than a million sqm of malls GLA, more than 250,000 sqm of office GLA, more than 200,000 sqm of logistics GLA, and approximately 4,000 hotel room keys that may be infused into RCR in the future.
As of end-2024, RCR has a GLA of 828,000 sqm, including 539,000 sqm of office space and 289,000 sqm of mall space, present in 18 key cities and locations across the Philippines. It has a total of 29 assets—17 offices and 12 malls.
RCR and RLC had consummated on July 16, 2024, their third property-for-share swap transaction worth ₱33.92 billion. The firms said they have executed a deed of assignment for the infusion of 13 commercial assets, totaling 347,329 sqm of GLA.
The assets, consisting of two office buildings and 11 malls with an appraised value of ₱33.92 billion, are being swapped with 4.99 billion RCR common shares at a price of ₱6.80 per share.
The disposition of these 13 commercial assets is part of RLC’s commitment, as RCR’s sponsor, to support its REIT unit’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 13 commercial assets increased the total GLA of RCR by an additional 347,329 sqm, bringing its GLA 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 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 space, approximately 253,000 sqm of remaining leasable office space, 26 hotels with a total of 4,243 room keys, and 244,000 sqm of leasable logistics facilities.