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)

Sep 19, 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, 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

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

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 REIT-10 - Update on Corporate Actions/
Material Transactions/Agreements
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. (“RCR”) expands its portfolio through the infusion of Php33,915,960,000.00 worth of assets from Robinsons Land Corporation (“RLC”) via Property for-Share Swap.
Background/Description of the Disclosure
On 16 July 2024, the third Property-for-Share Swap transaction of RCR with its Sponsor, RLC, was executed through the signing of a Deed of Assignment for the infusion of the following RLC assets, specifically malls and office buildings (the “Properties”): 1. Robinsons Luisita 2. Robinsons Sta. Rosa 3. Giga Tower 4. Cybergate Davao 5. Robinsons Imus 6. Robinsons Los Baños 7. Robinsons Lipa 8. Robinsons Cabanatuan 9. Cybergate Delta 2 10. Robinsons Palawan 11. Robinsons Novaliches 12. Robinsons Cainta 13. Robinsons Ormoc The Properties will be exchanged for 4,987,641,178 RCR common shares of RCR for a total transaction value of Php33,915,960,000.00. Appraisal reports on the Properties were prepared by Asian Appraisal Company, Inc. (“AACI”). Further, the valuation is supported by a third-party fairness opinion issued by FTI Consulting Philippines, Inc. (“FTI”). The transaction has been approved by the Board of Directors and stockholders of RCR and the Board of Directors of RL Fund Management, Inc., the Fund Manager of RCR, as well as the Related Party Transactions Committee of RCR. Furthermore, the transaction is subject to the approval of pertinent regulatory bodies, such as The Philippine Stock Exchange, Inc. (“PSE”) and the SEC.
Material Update or Status of the Transaction
Today, 19 September 2024, RCR received the Certificate of Approval of Valuation dated on the same date from the SEC for the Property-for-Share Swap certifying that the valuation of the Properties in the total amount of Php33,915,960,000.00 be applied as payment for the additional issuance of 4,987,641,178 common shares of RCR. With the approval and upon issuance of new shares, RCR will have a total of 15,714,445,508 common shares issued and outstanding. The public ownership of RCR will be 34.10% of the enlarged total shares, which will still be higher than the Minimum Public Ownership (MPO) of one third (1/3) of the outstanding capital stock as mandated by the Real Estate Investment Trust Implementing Rules and Regulations. RCR shall file the relevant disclosures upon the actual issuance and booking of the 4,987,641,178 common shares of RCR under the name of RLC.
Other Relevant Information
None.