C04754-2024

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)
Jul 16, 2024
2. SEC Identification Number
151309
3. BIR Tax Identification No.
004-707-597-000
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, 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
N/A
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 10,726,804,330
11. Indicate the item numbers reported herein
2

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 REIT-4 - Acquisition or Disposition of Assets
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS

Subject of the Disclosure

RL Commercial REIT Inc. expands its portfolio through the infusion of thirteen (13) commercial assets from Robinsons Land Corporation via Property-for-Share Swap.
Background/Description of the Disclosure

On July 16, 2024, the third property-for-share swap transaction of RL Commercial REIT Inc. (“RCR”) with its Sponsor, Robinsons Land Corporation (“RLC”) has been consummated through the execution of a Deed of Assignment for the infusion of thirteen (13) commercial assets totaling to 347,329 square meters (“sqm”) of Gross Leasable Area (“GLA”) with a total appraised value of Thirty-Three Billion Nine Hundred Fifteen Million Nine Hundred Sixty Thousand Pesos (Php33,915,960,000.00) in exchange for Four Billion Nine Hundred Eighty Seven Million Six Hundred Forty One Thousand One Hundred Seventy Eight (4,987,641,178) primary common shares of RCR at a price of Php6.80 per share (“Transaction”).

The Transaction was approved by RCR’s Board of Directors on June 05, 2024 and its shareholders at the Special Shareholders Meeting held on July 15, 2024.
Date of Approval by Board of Directors Jun 5, 2024
Details of the Acquisition or Disposition
Date Jul 16, 2024
Description of the Assets Involved

Properties Subject of Property-For-Share Swap:

1. Robinsons Luisita - 15,779.54 sqm of GLA located at Tarlac City, Tarlac;
2. Robinsons Sta. Rosa - 26,931.76 sqm of GLA located at Sta. Rosa City, Laguna;
3. Giga Tower - 53,398.15 sqm of GLA located at Bridgetowne, Quezon City;
4. Cybergate Davao - 10,841.09 sqm of GLA located at Davao City, Davao Del Sur;
5. Robinsons Imus - 37,376.22 sqm of GLA located at Imus City, Cavite;
6. Robinsons Los Baños - 5,317.39 sqm of GLA located at Los Baños City, Laguna;
7. Robinsons Lipa - 43,692.11 sqm of GLA located at Lipa City, Batangas;
8. Robinsons Cabanatuan - 15,811.00 sqm of GLA located at Cabanatuan City, Nueva Ecija
9. Cybergate Delta 2 - 15,404.63 sqm of GLA located at Davao City, Davao del Sur;
10. Robinsons Palawan - 26,752.57 sqm of GLA located at Puerto Princesa City, Palawan;
11. Robinsons Novaliches - 53,859.62 sqm of GLA located at Novaliches, Quezon City;
12. Robinsons Cainta -19,390.17 sqm of GLA located at Cainta, Rizal; and
13. Robinsons Ormoc - 22,774.56 sqm of GLA located at Ormoc City, Leyte.

The foregoing shall hereinafter be called as “Properties”.
Details of the Assets
Type (land, building, etc.) Location Size Rights Acquired (Ownership/ Leasehold etc.)
Mall Robinsons Luisita ,McArthur Highway, Brgy. San Miguel, Tarlac City 15,779.54 sqm Ownership of Bldg.
Mall Robinsons Sta. Rosa, Old Nat’l Hi-way, Brgy Tagapo, Sta. Rosa, Laguna 26,931.76 sqm Ownership of Bldg.
Office Giga Tower, Bridgetowne West, E. Rodriguez (C5) Avenue, Quezon City 53,398.15 sqm Ownership of Bldg.
Mall Cybergate Davao, J.P. Laurel Avenue, Davao City 10,841.09 sqm Ownership of Bldg.
Mall Robinsons Imus, Aguinaldo Highway, Tanzang Luma V., Imus, Cavite 37,376.22 sqm Ownership of Bldg.
Mall Robinsons Los Baños, Lopez Avenue, Batong Malaki, Los Baños, Laguna 5,317.39 sqm Ownership of Bldg.
Mall Robinsons Lipa, Mataas Na Lupa, Lipa City, Batangas 43,692.11 sqm Ownership of Bldg.
Mall Robinsons Cabanatuan, Km. 3, Maharlika Highway, Cabanatuan City 15,811.00 sqm Ownership of Bldg.
Office Cybergate Delta 2, JP. Laurel, Davao City 15,404.63 sqm Ownership of Bldg.
Mall Robinsons Palawan, National Highway, Brgy. San Miguel, Puerto Princesa City 26,752.57 sqm Ownership of Bldg.
Mall Robinsons Novaliches, Ortigas Avenue Extension, Sto. Domingo, Cainta, Rizal 53,859.62 sqm Ownership of Bldg.
Mall Robinsons Cainta, Ortigas Avenue Extension, Sto. Domingo, Cainta, Rizal 19,390.17 sqm Ownership of Bldg.
Mall Robinsons Ormoc, Cogon Combado, Ormoc, Leyte 22,774.56 sqm Ownership of Bldg.
Terms and conditions of the transaction
Contract price, valuation and the methods used to value the assets

The total transaction value of the Properties at Php33,915,960,000.00 is based on the independent property appraisal reports of Asian Appraisal Company, Inc. (“AACI”) while the third-party fairness opinion was issued by FTI Consulting Philippines, Inc. (“FTI”). It will be exchanged for 4,987,641,178 primary common shares at an exchange price of Php6.80 per share which is set at a premium over RCR’s 30-day Volume Weighted Average Price (VWAP) of as of June 4, 2024. The appraised value and the exchange price are within the values indicated in the fairness opinion issued by FTI.

The Discounted Cashflows (“DCF”) Method was used by AACI as the primary method to estimate the fair value of the Properties. Under the DCF Method, the discount rate used is the weighted average cost of capital (“WACC”) using industry average and market risks as of valuation date. The Cost Approach was used by AACI as secondary method to cross-check the fair value of the Properties.

FTI, on the other hand, valued the Properties using the DCF Method and Direct Capitalization Method and valued RCR using the DCF Method with the VWAP Method and Comparable Public Companies Method as secondary methods to cross-check the values.

The Transaction will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.
Terms of payment

The Properties were infused to RCR via property-for-share swap. The property was valued at Php33,915,960,000.00 (subject to the confirmation of regulatory bodies of the transaction price), in exchange RLC received 4,987,641,178 primary common shares upon execution of the Deed of Assignment.
Conditions precedent to closing of the transaction, if any

The transaction will be subject to the approval of the Securities and Exchange ("SEC") and the securing of the Certificate Authorizing Registration (“CAR”) with the Bureau of Internal Revenue (“BIR”). The Transaction will close upon the listing of the Shares with Philippine Stock Exchange (“PSE”).

Note that there is no increase in the Authorized Capital Stock of RCR and that the shares will come from unissued shares.
Any other salient terms

The Transaction will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.

RCR will lease the land where the Properties are located.
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Robinsons Land Corporation The Sponsor; owns 50.05% of RCR prior the infusion of Properties. After the infusion, RLC shall own 65.90% of the enlarged total shares of RCR.
Discussion on the probable impact of the transaction on the business, financials and other aspects of the REIT

Revenues shall accrue to RCR starting on April 1, 2024, subject to the approval of pertinent regulatory bodies, resulting to higher distributable income for its shareholders. The Properties are expected to contribute further to RCR’s cashflows, increasing its dividends per share.
With this infusion, the portfolio size of RCR will be increased from approximately 480,479 sqm to approximately 827,808 sqm or a growth of 72%.
Other Relevant Information

The infusion has been executed via property-for-share swap.

The property appraisal was conducted by AACI accredited by both the SEC and PSE to perform property valuation. The fairness opinion was issued by FTI accredited by both the SEC and PSE to render a fairness opinion on the Transaction.
Filed on behalf by:
Name Juan Antonio Evangelista
Designation Corporate Secretary