By Alexandria Grace C. Magno
RL COMMERCIAL REIT, Inc. (RCR), the listed real estate investment trust (REIT) of Robinsons Land Corp. (RLC), said it has received approval from the Securities and Exchange Commission (SEC) for its P30.67-billion property-for-share swap with its sponsor.
“Today, Sept. 5, 2025, RCR received the certificate of approval of valuation dated on the same date from the SEC for the property-for-share swap certifying that the valuation of the properties in the total amount of P30,674,860,000 be applied as payment for the additional issuance of 3,834,357,500 common shares of RCR,” the listed company said in a disclosure on Monday.
With the approval and the issuance of the new shares, RCR will have 19.55 billion common shares issued and outstanding.
The company said public ownership will stand at 34.22% of the enlarged total shares, above the one-third minimum public ownership required under the Real Estate Investment Trust Implementing Rules and Regulations.
RCR said it will file the relevant disclosures once the 3.83 billion new shares are issued and booked under the name of RLC, one of the country’s largest property developers.
On Aug. 13, RCR executed its fourth property-for-share swap with RLC through the signing of a deed of assignment for the infusion of nine mall assets. These are Robinsons Dasmariñas in Cavite, Robinsons Starmills in Pampanga, Robinsons General Trias in Cavite, Robinsons Cybergate Cebu, Robinsons Tacloban in Leyte, Robinsons Malolos in Bulacan, Robinsons Santiago in Isabela, Robinsons Magnolia in Quezon City, and Robinsons Tuguegarao in Cagayan.
Asian Appraisal Co., Inc. prepared the appraisal reports, while FTI Consulting Philippines, Inc. issued a third-party fairness opinion supporting the valuation.
The transaction has been cleared by the board of directors and stockholders of RCR, the board of RL Fund Management, Inc., the fund manager of RCR, and the REIT’s Related Party Transactions Committee.
China Bank Capital Corp. Managing Director Juan Paolo E. Colet said the infusion of nine malls into RCR’s property portfolio will further broaden its range of assets and enhance its standing among the country’s leading REITs.
“The mall assets are seen as attractive given favorable consumer trends. Moreover, they provide a healthy balance to RCR’s office properties, so the infusion will result in a better risk profile for the REIT’s shareholders,” he said in a Viber message.
“The valuation is fair, and we expect the deal to be dividend-accretive,” he added.
Meanwhile, AP Securities, Inc. Research Head Alfred Benjamin R. Garcia said incorporating retail assets into RCR’s property portfolio will mitigate risk, as retail properties are currently outperforming office spaces.
“Retail assets have more room for upward lease rate adjustments compared to office spaces, so diversification into retail should ensure lease income growth for RCR,” he said in a separate Viber message.
The infusion will expand RCR’s current portfolio, which comprises 828,000 square meters (sq.m.) of gross leasable area (GLA), consisting of 12 malls with 289,000 sq.m. of GLA and 17 office properties with 539,000 sq.m. of GLA.
On Monday, RCR shares gained 0.88% to close at P8.05 each, while RLC shares rose 0.27% to P14.96 apiece.
