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)
Apr 3, 2025
2. SEC Identification Number
93269-A
3. BIR Tax Identification No.
000-361-376-000
4. Exact name of issuer as specified in its charter
ROBINSONS LAND CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Level 2, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City, Metro ManilaPostal Code1100
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
4,812,241,287
Registered Bonds
30,427,210,000
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.
Robinsons Land CorporationRLC
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Block Sale of RCR Shares
Background/Description of the Disclosure
Please be informed that today, the Board of Directors of Robinsons Land Corporation ("RLC") authorized the sale of a total of 1,043,404,900 common shares (the "Placement Shares") of RL Commercial REIT, Inc. ("RCR") at a transaction price of Php5.95 per share, equivalent to Php6,208,259,155.00 (exclusive of taxes and fees). The transaction was anchored by high-quality long-only institutional investors.
The Placement Shares will be offered and sold in the Philippines under transactions exempt from registration under the Philippine Securities Regulation Code ("SRC"), specifically, Sec 10.1(I) of the SRC, as implemented by Rule 10.1.3 of the implementing rules and regulations of the SRC. The Placement Shares will not be registered with the Philippines Securities and Exchange Commission (the "Philippine SEC") under the SRC. Any future offer or sale of the Placement Shares by the buyers thereof in the Philippines is subject to the registration requirements of the SRC unless such offer or sale qualifies as an exempt transaction in accordance with the applicable requirements of the SRC.
The proceeds from the block sale shall be settled on April 8, 2025, under the Placement Agreement. RLC will submit the required Reinvestment Plan detailing the use of proceeds obtained from the sale of the Placement Shares accordingly.
BPI Capital Corporation acted as the Placement Agent, Bookrunner and Underwriter for this transaction and Picazo Buyco Tan Fider & Santos acted as transaction counsel.
Other Relevant Information
Please find attached SEC Form 17-C dated April 3, 2025.