SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Jun 29, 2022

2. SEC Identification Number

151309

3. BIR Tax Identification No.

151309

4. Exact name of issuer as specified in its charter

RL COMMERCIAL REIT, INC. (Formerly: Robinsons Realty and Management Corporation)

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

25F Robinsons Cyberscape Alpha, Sapphire and Garnet Roads, Brgy. San Antonio, Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code

(02) 8397-1888

9. Former name or former address, if changed since last report

NA

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Stock	9,948,997,197

11. Indicate the item numbers reported herein

9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

RL Commercial REIT, Inc.RCR

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure
RL Commercial REIT, Inc. (“RCR”) expands its portfolio thru the infusion of Php5,888 million Robinsons Cyberscape Gamma from Robinsons Land Corporation (“RLC”) via Property-for-Share Swap.
Description of the Disclosure
On 20 Apr 2022, the second Property-for-Share Swap transaction of RCR with its Sponsor, RLC, has been consummated through the execution of a Deed of Assignment for the infusion of Robinsons Cyberscape Gamma (the “Property”) subject to the approval of the Securities and Exchange Commission (“SEC”). The Property is a Grade-A asset valued at Php5,888 million which will be in exchange for 777,807,133 primary common shares of RCR (the “Shares”). Valuation reports were prepared by Santos Knight Frank, Inc. (“SKF”) and FTI Consulting Philippines, Inc. (“FTI”). The valuation has been supported by a third-party fairness opinion issued by FTI. The Property has a projected dividend yield of 5.64%. With the infusion of this Property and Cybergate Bacolod to RCR, the projected dividend yield of RCR for 2022 is 6.06% on an annualized basis at IPO Price of Php6.45 per share. This PEZA-registered commercial development is located within the heart of Ortigas Central Business District in Pasig City with a gross leasable area of 44,797 sqm. The building has high occupancy which is consistent with the set investment criteria of RCR. Majority of the tenants of the office building are BPO companies. This transaction has been approved by the Board of Directors of RL Fund Management, Inc. and RCR, as well as the Related Party Transactions Committee, and is subject to the approval of pertinent regulatory bodies, such as The Philippine Stock Exchange, Inc. (“PSE”) and the SEC. The application for Confirmation of Valuation is pending with the SEC. With the additional new shares to be issued to its Sponsor, RLC, the public ownership of RCR will be 33.86% of the enlarged total shares. This is still higher than the Minimum Public Ownership (MPO) of 33.33% as mandated by the REIT Implementing Rules and Regulations.
Information Requested
Please see attached.