C03847-2025

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)
May 29, 2025
2. SEC Identification Number
A2000-00652
3. BIR Tax Identification No.
204-863-416
4. Exact name of issuer as specified in its charter
FILINVEST REIT CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
5th-7th Floors, Vector One Building, Northgate Cyberzone, Filinvest City, Alabang, Muntinlupa City Postal Code 1781
8. Issuer's telephone number, including area code
(632) 7918-8188
9. Former name or former address, if changed since last report
Not Applicable
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 6,518,781,310
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.

Filinvest REIT Corp.FILRT

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

Filinvest REIT Corp.’s (“FILRT”) acquisition of real property from Filinvest Land, Inc. (“FLI”) under a tax-free property-for-share swap transaction.
Background/Description of the Disclosure

Please be informed that FILRT received today from the Securities and Exchange Commission (“SEC”) the Certificate of Approval of Valuation (the “Certificate”) for its property-for-share swap with FLI, whereby FLI will transfer its ownership over the “Festival Mall - Main Mall,” consisting of a building and certain machinery and equipment therein that are owned by FLI, located at Filinvest City, Alabang, Muntinlupa City and covered by Tax Declaration No. F-005-32400 and F-005-32770 (the “Property”) in favor of FILRT, in exchange for One Billion Six Hundred Twenty-Six Million Three Thousand Three Hundred Sixteen (1,626,003,316) primary common FILRT shares to FLI at an issue price of Three and 85/100 Pesos (Php3.85) per share, with an aggregate value of Six Billion Two Hundred Sixty Million One Hundred Twelve Thousand Seven Hundred Sixty-Six and 60/100 Pesos (Php6,260,112,766.60), under the Memorandum of Agreement and the Deed of Exchange both dated 5 March 2025 (the “Transaction”).

FILRT’s Related-Party Transaction Committee and Board of Directors unanimously approved the Transaction at their special meeting on 24 January 2025, and it was subsequently approved by FILRT’s stockholders during their special meeting on 4 March 2025.
Date of Approval by Board of Directors Jan 24, 2025
Details of the Acquisition or Disposition
Date Mar 5, 2025
Description of the Assets Involved

Festival Mall-Main Mall which is located in Filinvest City, Alabang, Muntinlupa City, consisting of a building with gross leasable area of One Hundred Twenty-One Thousand Six Hundred Eighty-Two (121,862) square meters and certain building machinery and equipment, and covered by Tax Declaration No. F-005-32400 and F-005-32770.
Details of the Assets
Type (land, building, etc.) Location Size Rights Acquired (Ownership/ Leasehold etc.)
Building Filinvest City, Alabang, Muntinlupa City 121,862 square meters Ownership
Machinery and Equipment Filinvest City, Alabang, Muntinlupa City N/A Ownership
Terms and conditions of the transaction
Contract price, valuation and the methods used to value the assets

Transaction Price: Approximately Six Billion Two Hundred Sixty Million One Hundred Twelve Thousand Seven Hundred Sixty-Six and 60 /100 Pesos (Php 6,260,112,766.60) equivalent to One Billion Six Hundred Twenty-Six Million Three Thousand Three Hundred Sixteen (1,626,003,316) primary common shares of FILRT at an issue price of Three and 85/100 Pesos (Php3.85) per share. The Transaction Price was set at a thirty percent (30%) premium over FILRT’s 30-day VWAP of Two and 94/100 Pesos (Php2.94) per share, which is within the range of fair values provided for in FTI Consulting Philippines, Inc.’s (“FTI Consulting”) Fairness Opinion.

Valuation Method:
The property was appraised by Leechiu Property Consultants, Inc. (“Leechiu”), with a fairness opinion from FTI Consulting.

For the valuation of the property, a discounted cashflows (“DCF”) approach was used as the primary method to determine the value of the property. Under the DCF approach, the future cashflows of the property was discounted using a weighted average cost of capital (“WACC”). The WACC was determined using a capital asset pricing model. A direct capitalization approach was also used as secondary reference for the valuation of the property.

For the valuation of the shares, FTI Consulting used various methodologies such as the DCF approach, a dividend discount model, and comparable public companies’ method, to arrive at a range of values of the fair value of FILRT shares.
Terms of payment

Upon the issuance of the Certificate of Approval of Valuation by the SEC for the Transaction, FILRT shares shall be issued in FLI’s name and Property’s ownership shall be transferred to FILRT.
Conditions precedent to closing of the transaction, if any

Regulatory approvals, including the issuance by the SEC of the Certificate of Approval of Valuation for the Transaction, issuance by the Bureau of Internal Revenue of the Certificate Authorizing Registration confirming that the Transaction is a tax-free exchange, and securing of a new Tax Declaration in the name of FILRT.
Any other salient terms

The primary common shares to be issued by FILRT to FLI will come from the unissued common shares of FILRT. Upon the issuance by the SEC of the Certificate of Approval of Valuation for the Transaction, FLI and FILRT shall execute a lease agreement for the Property.

Further, FILRT shall apply for the additional listing of the shares to be issued with the Philippine Stock Exchange.
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
Filinvest Land, Inc. FLI is the Sponsor of FILRT and currently owns 51.06% of FILRT as at the date of this disclosure
Discussion on the probable impact of the transaction on the business, financials and other aspects of the REIT

The acquisition of the Property will expand FILRT’s portfolio by an additional 121,862 square meters, thereby increasing the gross leasable area (“GLA”) of FILRT by thirty-seven (37%). This likewise will improve occupancy from eighty-three to eighty-eight percent (83% to 88%) and extend the weighted average lease expiry (WALE) from 7.3 to 14.6 years. This will also increase FLI equity in FILRT from fifty-one and 6/100 percent (51.06%) to sixty three and 27/100 percent (63.27%).

This Transaction is designed to achieve the following objectives:

a. Upon successful completion of the transaction, the GLA of FILRT will increase by thirty-seven percent (+37%) from Three Hundred Thirty Thousand Four Hundred Forty-Eight (330,448) sq.m. to Four Hundred Fifty-Two Thousand Three Hundred Ten (452,310) sq.m.

b. The Transaction allows FILRT to diversify its income sources by integrating retail mall properties into its portfolio. Prior to the infusion, ninety-one percent (91%) of the GLA of FILRT are office buildings. Post infusion, the portfolio mix of FILRT will be sixty-seven percent (67%) offices, six percent (6%) hospitality (Crimson Boracay lot) and twenty-seven percent (27%) retail (Festival Main Mall).

c. The infusion of income-generating retail mall assets is expected to result in an increase in FILRT's distributable income. This, in turn, translates to higher dividends per share for FILRT shareholders, enhancing the overall attractiveness of the Real Estate Investment Trust (“REIT”) to investors. DPS growth resulting from the infusion will be five and 65/100 percent (5.65%).

d. With the anticipated growth in income and dividends, the transaction creates opportunities for share price improvement.
Other Relevant Information

About the Independent Third-Party Appraiser:

The appraisal was conducted by Leechiu Property Consultants, Inc. which is accredited by the SEC and The Philippine Stock Exchange, Inc. (“PSE”).

About the Independent Fairness Opinion Provider:

The fairness opinion was provided by FTI Consulting which received a confirmation of independence by the PSE.

This disclosure is amended to reflect the issuance by the SEC of the Certificate of Approval of Valuation for the Transaction.
Filed on behalf by:
Name Katrina Clemente-Lua
Designation Corporate Secretary and Corporate Information Officer