This is with reference to AREIT, Inc.’s (“AREIT” or the “Company”) disclosure under Company Announcement No. C01547-2022 dated March 10, 2022.
In the said disclosure, the Company stated that:
“Please be informed that the Board of Directors of AREIT, Inc. (AREIT) approved the following items at its special meeting held this morning:
1. The subscription of Ayala Land, Inc (ALI) to 252,136,383 AREIT primary common shares, in exchange for six office buildings located in Cebu, valued at P11,257,889,535.91, under a property-for-share swap, as validated by a third-party fairness opinion;
2. The conduct of a special stockholders' meeting on 21 April 2022, immediately following AREIT's Annual Stockholders' Meeting. The conduct of a special stockholders' meeting complies with the requirements of the Philippine Stock Exchange for the approval of the majority of the minority shareholders of a waiver of the requirement to conduct rights or public offering on the 252,136,383 primary common shares of AREIT to be subscribed to by ALI in connection with the foregoing proposed property-for-share swap transaction.
The proposed property-for-share swap is subject to the approval of AREIT shareholders at their annual meeting on 21 April 2022 and pertinent regulatory bodies. We will submit additional relevant disclosures in due course subject to closing requirements.
The transaction will be indicated in AREIT's Definitive Information Statement, which will be available to its shareholders by 31 March 2022. AREIT shall submit the required Comprehensive Corporate Disclosure on the transaction within five (5) trading days from this initial disclosure, as per PSE Listing Rules.”
After a review of the disclosure submitted by the Company, the Exchange deems the above-mentioned transaction to be covered by the Rule on Additional Listing of Securities (the “Additional Listing Rule”) under Article V of the Consolidated Listing and Disclosure Rules of the Exchange.
Under the Additional Listing Rule, the stockholders of the Company must approve the transaction. Further, as a general rule, the Exchange shall not permit the listing of shares subscribed by related parties unless a rights or public offering is first undertaken. However, the requirement for a rights or public offer may be waived by a majority vote representing the outstanding shares held by the minority stockholders in a special meeting. Please refer to Section 9 of the Additional Listing Rule for other exceptions to the rights or public offering requirement.
Pursuant to Section 3 of the Additional Listing Rule, the Exchange implemented a one (1) hour trading halt on AREIT’s shares from 11:15 a.m. to 1:15 p.m. today, March 10, 2022.
The Exchange will inform the Trading Participants and the investing public of further developments on the matter.
For your information and guidance. |
NOTICE