C06742-2021

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)
Oct 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 on 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.

On October 8, 2021, AREIT received the approval of the Securities and Exchange Commission (SEC) of the Company’s property-for-share swap, specifically the subscription of Ayala Land, Inc. (ALI) and its subsidiaries, Westview Commercial Ventures Corp. and Glensworth Development, Inc. (collectively referred to as Subsidiaries) to 483,254,375 shares of AREIT in exchange for identified properties owned by ALI and the Subsidiaries, pursuant to the Deed of Exchange dated 08 June 2021.

In line with this, the parties have executed an Amendment to Section 4.2 of the Deed of Exchange on 07 October 2021 so that the recognition of income from the new assets will accrue to AREIT beginning 01 October 2021, instead of 01 November 2021. This will enable shareholders to fully benefit from the contribution of the new assets starting in the fourth quarter of the year.

AREIT will also apply for the issuance of the Certificate Authorizing Registration for the new assets from the Bureau of Internal Revenue and the listing of the shares in favor of ALI and the Subsidiaries within the year.
Other Relevant Information

The disclosure is being amended to reflect the receipt of the SEC approval of the proper-for-share swap.

The disclosure is further amended to attach the updated press release.
Filed on behalf by:
Name Michael Blase Aquilizan
Designation Associate Manager