1. Date of Report (Date of earliest event reported)
Jun 8, 2021
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
9. Former name or former address, if changed since last report
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 14,700,395,599
Preferred Shares 13,066,494,759
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.

Ayala Land, Inc.ALI

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

ALI and AREIT execute Deed of Exchange

Background/Description of the Disclosure

Please be informed that earlier today, June 8, 2021, Ayala Land, Inc. (ALI) and its subsidiaries, Westview Commercial Ventures Corp. (WCVC) and Glensworth Development, Inc. (GDI), executed the Deed of Exchange with AREIT, Inc. (AREIT) 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 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 Executive Committee of ALI on March 15, 2021 and the Board of Directors of AREIT at its special meeting held last March 16, 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 AREIT’s 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 4-1 – Acquisition and Disposition of Assets.

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