C04453-2025

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)
Jun 20, 2025
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 15,714,445,508
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 LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

RL Commercial REIT, Inc. (“RCR”) expands its portfolio through the infusion of Php30,674,860,000.00 worth of assets from Robinsons Land Corporation (“RLC”) via property-for-share swap.
Background/Description of the Disclosure

The Board of Directors of RCR on its meeting held last June 19, 2025, approved the property-for-share swap transaction (the “Transaction”) with its Sponsor, RLC, for the infusion of nine (9) mall assets (the “Properties”) in exchange for 3,834,357,500 RCR common shares (the “Shares”), for a total transaction value of Php30,674,860,000.00.

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”).

A table of the properties subject of the Transaction along with the appraisal reports and fairness opinion are in attached SEC Form 17-C and its annexes.

The Properties have a total gross leasable area of 324,107.75 square meters. The Properties have high occupancy rates which are consistent with the set investment criteria of RCR. The Properties also include a diversified tenant base which will contribute to its stable occupancy rates.

The Transaction has been approved by the Board of Directors of RL Fund Management Inc., the Fund Manager of RCR, and the Related Party Transactions Committee of RCR. The Transaction is subject to the approval of the stockholders of RCR in a special meeting duly called for the purpose to be held on August 13, 2025.

Furthermore, the Transaction will be subject to the approval of pertinent regulatory bodies, such as the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”).

With the additional shares to be issued to its Sponsor, RLC, the public ownership of RCR will be 34.22% of the total shares of RCR once the Transaction has closed. This is still above the mandated public ownership of at least one-third (1/3) of the total outstanding capital stock applicable to Real Estate Investment Trusts under Section 5.1(a), Rule 4, of the Revised Implementing Rules and Regulations of Republic Act No. 9856, otherwise known as the Real Estate Investment Trust (REIT) Act of 2009.
Date of Approval by Board of Directors Jun 19, 2025
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The Transaction is a property-for-share swap between RCR and its Sponsor, RLC, which will be executed through a Deed of Assignment for the infusion of the Properties in exchange for the Shares, subject to the approval of the SEC. Appraisal reports were prepared by AACI. The valuation is supported by a third-party fairness opinion issued by FTI.

The Shares to be issued in favor of RLC will come from the unissued shares of RCR, and thus, there will be no increase in the authorized capital stock of RCR. Furthermore, the issuance of the Shares is not subject to pre-emptive rights of stockholders pursuant to Article VII of RCR’s Articles of Incorporation, which states that:

“xxx

No stockholders of any class shall be entitled to any pre-emptive right to purchase, subscribe for, or receive any part of the shares of the Corporation, whether issued from its unissued capital, increase in its authorized capital stock or its treasury stock.”

The transaction is subject to the approval of the stockholders of RCR in a special meeting duly called for the purpose to be held on August 13, 2025.

The exchange of the Shares for the Property will qualify as a tax-free exchange under Section 40 (C) (2) of the Tax Code, as amended by Republic Act No. 11534, or the Corporate Recovery and Tax Incentives for Enterprises (“CREATE”) Act, which provides that:

“Section 40. Determination of Amount and Recognition of Gain or Loss –

(C) Exchange of Property - * * *

(2) Exception. - * * *

No gain or loss shall also be recognized if property is transferred to a corporation by a person alone or together with others, not exceeding four (4) persons, in exchange for stock or unit of participation in such a corporation of which as a result of such exchange the transferor or transferors, collectively, gains or maintains control of said corporation: Provided, That stocks issued for services shall not be considered as issued in return for property.”

RCR will file an application for Confirmation of Valuation with the SEC, which is deemed to include an application for confirmation that the Shares to be issued in exchange for the Properties is exempt from registration requirements with the SEC, pursuant to Section 10.1.5.3 of the Implementing Rules and Regulations of the Securities Regulation Code.

RCR, together with RLC, will file with the Philippine Competition Commission (“PCC”) a Letter of Non-Coverage from compulsory notification being classified as internal restructuring covered by PCC Clarificatory Note No. 16-002.

RCR will secure from the Bureau of Internal Revenue (“BIR”) the Certificate Authorizing Registration (“CAR”) confirming that the transfer of the Properties and the issuance of the Shares is a tax-free exchange. RCR will likewise secure with the respective local governments the transfer of ownership over the Properties to its name.

RCR will file with the PSE an application for the additional listing of the Shares. The Shares will be exchanged at an exchange price of Php8.00 per share which is set at a premium over RCR’s 30-day Volume Weighted Average Price (VWAP) of as of June 18, 2025. Since the Shares will be issued at a premium over VWAP, the Transaction will fall under one of the exceptions to the rights or public offering requirement provided under Section 3, Part A, Article V of the Consolidated Listing and Disclosure Rules of PSE. The Transaction will close upon the listing of the Shares with PSE.

An indicative timetable of the Transaction are in attached SEC Form 17-C and its annexes.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

Revenues shall accrue to RCR starting on the first day of the month of execution of the Deed of Assignment, subject to the approval of the stockholders and 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 827,807 sqm to approximately 1,151,915 sqm or a growth of 39.15%. The infusion will increase the existing portfolio of RCR to thirty-eight (38) commercial real estate assets consisting of twenty-one (21) mall assets and seventeen (17) office assets.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The total transaction value of the Properties at Php30,674,860,000.00 is based on the independent property appraisal reports of AACI and supported by a third-party fairness opinion made by FTI. It will be exchanged for the Shares at an exchange price of Php8.00 per share which is set at a premium over RCR’s 30-day VWAP as of June 18, 2025. The appraised value and the exchange price are within the values indicated in the fairness opinion issued by FTI.
The basis upon which the consideration or the issue value was determined

The Discounted Cashflows (“DCF”) Method was used by AACI and FTI 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.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

N/A
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Robinsons Land Corporation RLC is engaged in the construction and operation of lifestyle commercial centers, offices, hotels, and warehouse facilities, and the development of mixed-use properties, residential buildings, as well as land and residential housing developments, including socialized housing projects located in key cities and other urban areas nationwide. RLC is the Sponsor of RCR and as of May 31, 2025 owns 57.23% of RCR shares.
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
J.G. Summit Holdings, Inc. 3,166,806,886 65.88
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

N/A
The interest which directors of the parties to the transaction have in the proposed transaction

Except as provided below, the directors of RCR and RLC have no personal interest in the proposed transaction.

Ms. Maria Socorro Isabelle V. Aragon-GoBio is the President and Chief Executive Officer of RLC and is also a Director of RCR.

Mr. Faraday D. Go is the Executive Vice President and a Business Unit General Manager of RLC and is also the Chairman of RCR.

Mr. Kerwin Max S. Tan is the Chief Financial, Risk and Compliance Officer of RLC and is also a Director and Treasurer of RCR.

Mr. Jericho P. Go is a Senior Vice President and a Business Unit General Manager of RLC and is also the President and Chief Executive Officer of RCR.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

N/A
Any conditions precedent to closing of the transaction

The transaction is subject to the approval of RCR stockholders in a meeting duly called for the purpose to be held on August 13, 2025. Thereafter, the transaction will be subject to the approval of the SEC and securing of the CAR with the BIR. The Transaction will close upon the listing of the Shares with PSE.
Change(s) in the composition of the Board of Directors and Management

There will be no changes in the composition of the Board of Directors and the Management of RCR.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Robinsons Land Corporation 8,993,730,184 57.23% 12,828,087,684 65.62%

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares/ RCR 15,714,445,508 19,548,803,008
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares/ RCR 15,714,445,508 19,548,803,008
Treasury Shares
Type of Security /Stock Symbol Before After
- - -
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares/ RCR 15,714,445,508 19,548,803,008
Effect(s) on the public float, if any Based on information as of May 31, 2025, public float level of RCR will decrease from 42.57% to 34.22%.
Effect(s) on foreign ownership level, if any Based on information as of May 31, 2025, foreign ownership level of RCR will decrease from 3.08% to 2.47%.
Other Relevant Information

Board approval of the transaction was disclosed by RCR on June 19, 2025.

The execution of the Deed of Assignment will be disclosed to the SEC and PSE upon completion.

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.

For additional information, the Amended Articles of Incorporation, 2025 General Information Sheet, and Annual Reports for the years 2022-2024 of RLC are attached as Annexes C, D, and E1-E3, respectively, in the SEC Form 17-C.
Filed on behalf by:
Name Juan Antonio Evangelista
Designation Corporate Secretary