C04002-2021

SECURITIES AND EXCHANGE COMMISSION
SEC 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
152747
3. BIR Tax Identification No.
000-153-790-000
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, Philippines 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
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 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 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Property-for-Share Swap between Ayala Land, Inc. (“ALI”) and its subsidiaries, Westview Commercial Ventures Corp. (“WCVC”), and Glensworth Development, Inc. (“GDI”) with AREIT, Inc. (“AREIT”).
Background/Description of the Disclosure

On March 15, 2021, the Executive Committee of Ayala Land, Inc., (ALI) approved the infusion of its (and its subsidiaries, WCVC and GDI’s) identified key commercial properties into AREIT, Inc. (AREIT) valued at P15,464,140,000.00 under a property-for-share swap transaction wherein ALI and the subsidiaries will subscribe to 483,254,375 primary common shares of AREIT at a price of P32.00 per share, as validated by a third-party fairness opinion.

On June 2, 2021, AREIT, ALI, WCVC, and GDI executed the Deed of Exchange in implementation of the Transaction.
Date of Approval by
Board of Directors		 Mar 15, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The infusion of the commercial assets is part of ALI's commitment as AREIT's Sponsor to support AREIT's growth plans of building a larger and more diversified portfolio. The transaction will increase ALI's ownership in AREIT from 50.1% to 66%.
Details of the acquisition or disposition
Date Jun 8, 2021
Description of the Transaction

Asset Disposition
Manner

Property-for-share swap
Description of the assets involved

Vertis North commercial development - 125,507.39 sq. meters of leasable space and a retail podium of 39,305.76 sq. meters. The three office buildings are 97% occupied and are leased to large BPO locators including Google Services Philippines, Teleperformance, Telus and Global Payments. The retail component is operated by a wholly-owned subsidiary of ALI under the Ayala Malls brand.

Evotech Buildings 1 and 2 - 23,723.27 sq. meters of leasable office space. The buildings are 100% occupied and leased to Concentrix CVG Philippines and IBM Business Services. Owned by GDI. GDI is a wholly-owned subsidiary of AyalaLand Offices, Inc. (ALO). ALO is a wholly-owned subsidiary of ALI.

Bacolod Capitol Corporate Center - 11,313.14 sq. meters of leasable office space and 100% occupied by ARB Call Facilities. Owned by WCVC, a wholly-owned subsidiary of ALI.

Ayala Northpoint Technohub - 4,653.50 sq. meters of leasable office space and 100% occupied by Iqor. Owned by WCVC.

Office condominium units at BPI-Philam Life Buildings in Makati and Alabang - 1,623 sq. meters of leasable space. 100% occupied and leased to Oberthur Card Systems in Makati and Amaia Land in Alabang.
Terms and conditions of the transaction
Nature and amount of consideration given or received

Properties valued at Php15,464,140,000.00 in exchange for 483,254,375 common shares (“AREIT shares”) at an exchange price of Php32.00, which are all within the price range indicated in the Fairness Opinion issued by PwC – Isla Lipana Co., and the Appraisal Reports issued by Asian Appraisal Company, Inc.
Principle followed in determining the amount of consideration

The assets were valued using the Discounted Cashflows (“DCF”) Approach as the primary method to estimate the fair value of the AREIT shares and the properties. Under the DCF approach, PwC discounted the cashflows of AREIT and the properties based on a weighted average cost of capital (WACC) using the Capital Asset Pricing Model. The Direct Capitalization Approach and Market Approach were also used as secondary methods to cross-check the value of the properties and the value of AREIT shares, respectively.
Terms of payment

The shares shall be issued in the names of ALI, WCVC, and GDI, and the properties transferred upon approval of the Securities and Exchange Commission of the increase in authorized capital stock of AREIT, and the subscription of ALI, WCVC, and GDI of AREIT shares in exchange for the properties.
Conditions precedent to closing of the transaction, if any

Approval of the Securities and Exchange Commission of the increase in authorized capital stock of AREIT, and subscription of ALI, WCVC, and GDI of AREIT shares in exchange for the properties.
Any other salient terms

The property-for-share swap will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code. AREIT shall apply for the issuance of the Certificates Authorizing Registration from the Bureau of Internal Revenue.

The Company shall likewise apply for the additional listing of the shares resulting from the increase in authorized capital stock with the PSE. The majority vote representing the outstanding shares held by the minority stockholders present and represented in the annual stockholders’ meeting was likewise obtained for the issuance of the waiver of the requirement to conduct a rights or public offering of the shares to be subscribed by ALI, WCVC, and GDI, as part of the requirements of the PSE.
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
AREIT, Inc. Subsidiary; ALI, the Sponsor, owns 50.1% of AREIT, Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will increase Ayala Land's shareholdings in AREIT, Inc. from 50.1% to 66%.
Other Relevant Information

AREIT shall seek approval of the SEC on the increase in authorized capital stock and the subscription of ALI, WCVC, and GDI of shares in exchange for the properties to be transferred to AREIT. Upon approval of the SEC of the increase in its authorized capital stock and the property-for-share swap among AREIT, ALI, WCVC, and GDI, the Parties shall apply for the Certificate Authorizing Registration with the BIR, and the listing of the additional shares with the Philippine Stock Exchange, within the year.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

N/A
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

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