C04000-2021

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 8, 2021
2. SEC Identification Number
CS200613870
3. BIR Tax Identification No.
006-346-689
4. Exact name of issuer as specified in its charter
AREIT, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
28/F Tower One and Exchange Plaza, Ayala Ave. Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 7908-3804
9. Former name or former address, if changed since last report
AyalaLand REIT, Inc.
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 Shares 1,025,656,435
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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.

AREIT, Inc.AREIT

PSE Disclosure Form REIT-3 - Material Information/Transactions
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

Deed of Exchange between AREIT, Inc., Ayala Land, Inc., Westview Commercial Ventures Corp., and Glensworth Development, Inc.

Background/Description of the Disclosure

Please be informed that earlier today, June 8, 2021, AREIT, Inc. (AREIT) executed the Deed of Exchange with Ayala Land, Inc. (ALI) and its subsidiaries, Westview Commercial Ventures Corp. (WCVC) and Glensworth Development, Inc. (GDI), on the property-for-share swap transaction involving the issuance of 483,254,375 primary common shares of AREIT (Shares) to ALI and its subsidiaries, at an issue price of Php32.00.00 per share in exchange for identified properties valued at Php15,464,140,000.00.

Accordingly, ALI, WCVC, and GDI transfers, cedes, and assigns the properties in favor of AREIT, and the latter undertakes to issue the corresponding shares upon approval of the of the increase in its authorized capital stock and the property-for-share swap of the SEC. The Shares will be issued out of the increase in AREIT’s authorized capital stock which will amount to Php29.5 Billion.

The transaction was approved by the Board of Directors of AREIT at its special meeting held last March 16, 2021, and the Executive Committee of ALI on March 15, 2021. The increase in AREIT’s authorized capital stock and the subscription of ALI and its subsidiaries in exchange for the properties was also approved by its stockholders during its annual stockholders meeting held last April 23, 2021. Following the execution of the Deed of Exchange, the involved parties will submit the application for the increase in authorized capital stock, and the property-for-share swap, specifically the request for confirmation of valuation, and exemption from registration, to the SEC within the month. Once approved, the parties shall apply for the Certificate Authorizing Registration with the Bureau of Internal Revenue, and the listing of the additional shares with the Philippine Stock Exchange, within the year.

Other Relevant Information

Pertinent disclosures will be provided accordingly to update AREIT stockholders and the investing public. For more information on the transaction, please refer to the corresponding PSE Disclosure Form REIT-4 – Acquisition and Disposition of Assets.

Filed on behalf by:
Name Michael Blase Aquilizan
Designation Associate Manager