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SEC oks Ayala Land, AREIT's P21-B Share-for-Property Swap

9/26/2025

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SEC oks Ayala Land, AREIT's P21-B Share-for-Property Swap
On September 26, 2025, AREIT, Inc. announced that it got approval from the Securities and Exchange Commission (SEC) for its property-for-share swap with Ayala Land, Inc. (ALI), Accendo Commercial Corp. (Accendo), and Cagayan de Oro Gateway Corp. (CDOGC). This deal involves the issuance of 505,890,177 AREIT primary common shares to ALI, Accendo, and CDOGC in return for eight commercial buildings in Davao, Cebu, and Cagayan de Oro, which are worth a total of P20,994,442,345.50, within the fair range of values as validated by a third-party fairness opinion provider, under the Deed of Exchange dated 19 May 2025.
In line with this and in accordance with the provisions of the Deed of Exchange, AREIT shall begin to recognize the income from the new assets effective 01 July 2025.

AREIT will apply for the Bureau of Internal Revenue Certificate Authorizing Registration for the new assets and the listing of the shares in favor of ALI, Accendo, and CDOGC within the fourth quarter of 2025.

Date of Approval by Board of Directors: Feb 19, 2025
Details of the Acquisition or Disposition (Date): May 19, 2025
Description of the Assets Involved:

  • ​Central Bloc Office 1 - 28,483 sq. meters of gross leasable space completed in 2019. A Headquarter Office with overall occupancy of 95% located in Cebu City
  • Central Bloc Office 2 - 38,633 sq. meters of gross leasable space completed in 2020. A Headquarter Office with overall occupancy of 97% located in Cebu City
  • AyalaMalls Central Bloc - 70,956 sq. meters of gross leasable space completed in 2019. A lifestyle shopping center with an overall occupancy of 100% located in Cebu City.
  • Seda Central Bloc - 13,997 sq. meters of gross leasable space completed in 2020. A Contemporary Business Hotel with an overall occupancy of 100% located in Cebu City.
  • AyalaMalls Abreeza - 97,571 sq. meters of gross leasable space completed in 2011. A lifestyle shopping center with an overall occupancy of 100% located in Davao City.
  • Abreeza BPO - 9,214 sq. meters of gross leasable space completed in 2013. A BPO Office with overall occupancy of 98% located in Davao City
  • AyalaMalls Centrio - 92,707 sq. meters of gross leasable space completed in 2012. A lifestyle shopping center with an overall occupancy of 100% located in Cagayan de Oro City.
  • Centrio BPO - 9,053 sq. meters of gross leasable space completed in 2016. A BPO Office with overall occupancy of 100% located in Cagayan de Oro City

Terms and conditions of the transaction:

The Properties are valued at P20,994,442,345.50 within the range of values provided in the Fairness Opinion by FTI Consulting and the Appraisal Reports issued by Cuervo.

FTI Consulting used the Discounted Cashflows (“DCF”) Approach as the primary method to estimate the fair value of the Shares and Properties. Under the DCF approach, FTI Consulting discounted the cashflows of AREIT and the Properties based on a weighted average cost of capital (“WACC”) using the Capital Asset Pricing Model for the office asset and Built-up Method for the mall and hotel assets. The Comparable Public Companies Method and Volume Weighted Average Price Method were used as secondary methods to cross-check the value of the AREIT shares. The Direct Capitalization Approach was used to cross-check the value of the Properties.

Ayala Land, Inc. (ALI)

ALI is the Sponsor of AREIT and, as of date hereof, directly and indirectly owns 55.52% of AREIT shares

Accendo Commercial Corp.

Accendo is 67% owned by ALI, 19% owned by Damosa Land, Inc., 11% owned by Anflo Management and Investment Corporation, and 3% owned by Pioneer Trading & Supply Co., Inc.

Cagayan de Oro Gateway Corp. (​CDOGC)

CDOGC is 70% owned by ALI, 24% owned by Mindanao Motors Corporation, and 6% owned by Anflo Management and Investment Corporation.

The Properties are expected to contribute further to AREIT’s operating cashflows, boosting dividends per share. At an average capitalization rate of 6.53%, the Properties were valued based on a stable level of operating income and the expected yield of the property after considering a long-term sustainable growth of 3% for the office assets, and 2.5% for mall and hotel assets. AREIT's 2024 yield is approximately 5.6% from its existing assets based on the 30-day VWAP of P40.68. Hence, the asset-for-share swap will be accretive after the new assets are infused.
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