Property giant to transfer nine malls to REIT in P30.67-billion swap

Robinsons Land Corp. (RLC) announced on Thursday that its board of directors has given the green light to a P30.67 billion property-for-share swap with its real estate investment trust (REIT) company, RL Commercial REIT Inc. (RCR).

Under the terms of the agreement, RLC will transfer nine malls to RCR, adding a substantial 324,107.75 square meters of gross leasable area to the REIT's holdings. The malls included in this transaction are:

• Robinsons Dasmariñas
• Robinsons Starmills
• Robinsons General Trias
• Robinsons Cybergate Cebu
• Robinsons Tacloban
• Robinsons Malolos
• Robinsons Santiago
• Robinsons Magnolia
• Robinsons Tuguegarao

In exchange for these properties, RLC will subscribe to 3.834 billion primary common shares of RCR at %u20B18 per share, bringing the total value of the transaction to %u20B130.674 billion. This valuation has been supported by an SEC/PSE-accredited appraiser and a third-party fairness opinion.

Approvals and Future Prospects

RLC stated that its Related Party Transaction Committee has already approved the transaction, which now awaits the approval of pertinent regulatory bodies. RLC intends to hold a special stockholders meeting in August to finalize the deal.

This isn't RLC's first such move; in 2024, it infused 13 commercial assets, including 11 malls and two office buildings, valued at %u20B133.9 billion, into RCR through a similar property-for-share swap.

RCR has a clear long-term growth strategy, aiming to expand its portfolio by acquiring more office buildings and malls from RLC. RLC still holds a vast pipeline of potential assets for future infusion into RCR, including:

• Over 1.3 million square meters of mall gross leasable area (GLA)
• More than 250,000 square meters of office GLA
• Nearly 300,000 square meters of logistics GLA
• 4,000 hotel keys

Beyond its parent company, RCR is also actively exploring acquisition opportunities from third parties.

As of the end of 2024, RCR's existing portfolio comprised 828,000 square meters of GLA, consisting of 539,000 square meters of office spaces and 289,000 square meters of mall spaces, spread across 18 key cities in the Philippines.

In April, RLC further boosted RCR's public float from 35.9 percent to 42.6 percent by selling a %u20B16.2 billion block of RCR shares through a placement of 1.043 billion shares at %u20B15.95 apiece.