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) May 19, 20222. SEC Identification Number 1527473. BIR Tax Identification No. 000-153-790-0004. Exact name of issuer as specified in its charter Ayala Land, Inc.5. Province, country or other jurisdiction of incorporation Makati City, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati CityPostal Code12268. Issuer's telephone number, including area code +632 7908 31119. Former name or former address, if changed since last report N/A10. 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 14,795,594,779
Preferred Shares 130,664,494,759
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 AREIT, Inc. ("AREIT").

Background/Description of the Disclosure

On March 9, 2022, the Executive Committee of Ayala Land, Inc., (ALI) approved the infusion of its identified key commercial properties into AREIT, Inc. (AREIT) valued at P11,257,889,535.91 under a property-for-share swap transaction wherein ALI will subscribe to 252,136,383 primary common shares of AREIT at a price of P44.65 per share, as validated by a third-party fairness opinion ("Transaction"). The Board of Directors of ALI subsequently ratified the Executive Committee's approval during its April 23, 2022 organizational meeting of the board of directors

On May 19, 2022, AREIT and ALI executed the Deed of Exchange in implementation of the Transaction

Date of Approval by
Board of Directors 		Mar 9, 2022
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 60.32% to 66%.

Details of the acquisition or disposition
Date May 19, 2022
Description of the Transaction

Asset Disposition

Manner

Property-for-share swap

Description of the assets involved

eBloc 1 - 20,842 sq. meters of gross leasable space completed in 2009. A grade A, PEZA-accredited building with overall occupancy of 96%.

eBloc 2 - 27,727 sq. meters of gross leasable space completed in 2011. A grade A, PEZA-accredited building with overall occupancy of 98%.

eBloc 3 - 15,233 sq. meters of gross leasable space completed in 2014. A grade A, PEZA-accredited building with overall occupancy of 97%.

eBloc 4 - 16,167 sq. meters of gross leasable space completed in 2015. A grade A, PEZA-accredited building with overall occupancy of 99%.

ACC Tower - 27,517 sq. meters of gross leasable space completed in 2016. A grade A, PEZA-accredited building with overall occupancy of 97%.

Tech Tower 1 - 16,813 sq. meters of gross leasable space completed in 2018. A grade A, PEZA-accredited building with overall occupancy of 91%.

Terms and conditions of the transaction
Nature and amount of consideration given or received

Properties valued at Php11,257,889,535.91 in exchange for 252,136,383 common shares ("AREIT shares") at an exchange price of Php44.65, which are all within the price range indicated in the Fairness Opinion issued by 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, Isla Lipana discounted the cashflows of AREIT and the Properties based on a weighted average cost of capital (WACC) using the Capital Asset Pricing Model. The Comparable Companies Approach and Precedent Transactions Approach 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.

Terms of payment

The shares shall be issued in the name of ALI and the Properties transferred to AREIT upon approval of the Securities and Exchange Commission of the subscription of ALI 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 subscription of ALI 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.

The Company shall likewise apply for the additional listing of the shares resulting from the Transaction with the PSE. The majority vote representing the outstanding shares held by the minority stockholders present and represented in the special stockholders' meeting of AREIT last April 21, 2022 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 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 60.32% (directly and indirectly) 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 60.32% to 66%.

Other Relevant Information

AREIT shall seek approval of the SEC on the subscription of ALI of shares in exchange for the Properties to be transferred to AREIT. Upon approval of the SEC of the property-for-share swap between AREIT and ALI, 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 Manager

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Ayala Land Inc. published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 00:34:06 UTC.