RCR Expands its Portfolio Through the Infusion of P30 Billion Worth of Assets from Robinsons Land via Property-for-Share Swap

The Board of Directors of RL Commercial REIT, Inc. (RCR) on its meeting held last June 19, 2025, approved the property-for-share swap transaction (the “Transaction”) with its Sponsor, Robinsons Land Corporation (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 P30,674,860,000.00.

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.