Robinsons Land : Acquisition or Disposition of Assets

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) Apr 20, 20222. SEC Identification Number 93269-A3. BIR Tax Identification No. 000-361-376-0004. Exact name of issuer as specified in its charter ROBINSONS LAND CORPORATION5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Level 2, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City, Metro ManilaPostal Code11008. Issuer's telephone number, including area code [phone]9. 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 Stock	5,109,590,985
Registered Bonds	25,190,280,000

11. Indicate the item numbers reported herein 9

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.

Robinsons Land CorporationRLC 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

Disposition of Robinsons Cyberscape Gamma to RL Commercial REIT

Background/Description of the Disclosure

On 20 April 2022, Robinsons Land, Corporation (RLC) entered into the second asset-for-share swap transaction with RL Commercial REIT Inc. through the execution of a definitive agreement for the infusion of Robinsons Cyberscape Gamma. This is Grade-A asset is valued Php5,888 Mn in exchange of 777,807,133 primary common shares. This has been validated by a third-party fairness opinion. RLC as the Sponsor, will now own 66.14% (of the enlarged total number shares outstanding) of RL Commercial REIT from 63.49% previously. This PEZA registered commercial development is located between Ruby & Topaz Roads, Ortigas Center, Pasig City. It is a building with a total gross leasable area (GLA) of 44,797 square meters (sqm). The building has high occupancy which is consistent with the set investment RCR. Major occupiers of the building are BPO companies. This transaction has been approved by the Board of Directors of Robinsons Land Corporation and it is subject to the approval of pertinent regulatory bodies such as the Philippine Stock Exchange and Securities and Exchange Commission.

Date of Approval by Board of Directors

Mar 8, 2022

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The disposition of Robinsons Cyberscape Gamma is part of RLC's commitment as RCR's Sponsor to support RCR's growth plans. Furthermore, RLC as shareholder shall be entitled to additional dividends derived from the higher distributable income generated by RCR as a result of the transaction.

Details of the acquisition or disposition

Date	Apr 20, 2022

Description of the Transaction

Asset Disposition

Manner

Property-for-Share Swap

Description of the assets involved

Robinsons Cyberscape Gamma is three years and eleven-month-old building. Total Gross Leasable Areas is 44,797 square meters. As of December, occupancy rate is 92% and it is 66% occupied by BPO tenants, 19% Seat Leasing, 14% Traditional offices and 1% retail.

Terms and conditions of the transaction

Nature and amount of consideration given or received

The total contract price of Robinsons Cyberscape Gamma (the "Property") at Php5,888,000,000.00 was based on the independent property appraisal report of Santos Knight Frank ("SKF"). It will be exchanged for 777,807,133 common shares of RL Commercial REIT, Inc. ("RCR") at an exchange price of Php7.57 per share which is 0.22 higher than the 30-day Volume Weighted Average Price (VWAP) of P7.35 as of 20 April 2022. The appraised value and the exchange price are within the values indicated in the Fairness Opinion issued by FTI Consulting, Inc. ("FTI"). The Discounted Cashflows ("DCF") Method was used by FTI as the primary method to estimate the fair value of the Property. Under the DCF Method, FTI discounted the cashflows of the Property based on a weighted average cost of capital (WACC) using the Capital Asset Pricing Model. The Direct Capitalization Approach was used as secondary method to cross-check the fair value of the Property.

Principle followed in determining the amount of consideration

Third Party Valuation using income approach; 2022E EBITDA yield of 5.16% based on total acquisition cost

Terms of payment

Robinsons Cyberscape Gamma was sold by RLC to RCR via property-for-share swap. The property was valued at Php5,888 Mn (subject to the confirmation of regulatory bodies of the transaction price), in exchange RLC received 777,807,133 primary common shares upon execution of the Deed of Assignment. The property-for-share swap will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.

Conditions precedent to closing of the transaction, if any

Issuance of shares to RLC in exchange of the infusion of asset to RCR, subject to the approval of the regulatory bodies. The shares to be issued in favor of RLC shall come from the unissued shares of RCR, and thus, there will be no increase in the authorized capital stock of RCR.

Any other salient terms

This prime 37-storey commercial development is a Grade A building, located in Ortigas Center, Pasig City, currently 92% leased and predominantly leased by BPO companies. The property is PEZA registered. RCR will lease the land from RLC for 50 years with an option to renew for another 25 years. Land lease is equivalent to 7% of Rental Income.

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
RL Commercial REIT	Subsidiary; RLC as the Sponsor, will now own 66.14% (of the enlarged total number shares outstanding) of RL Commercial REIT from 63.49% previously

Effect(s) on the business, financial condition and operations of the Issuer, if any

RLC will receive additional 777,807,133 primary common shares of RCR from the disposition of Robinsons Cyberscape Gamma, which will increase to 66.14% ownership from 63.34%. RLC will also increase dividends receive from RCR.

Other Relevant Information

The infusion will be done via property for share swap About the Third-Party Appraiser: The appraisal was conducted by Santos Knight Frank (SKF), a pioneer in the appraisal practice both in the Philippines and globally. SKF is accredited by the Securities and Exchange Commission and the Philippine Stock Exchange. This disclosure is being amended to reflect the statement that the shares to be issued in favor of RLC shall come from the unissued shares of RCR.

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	Juan Antonio Evangelista
Designation	Corporate Secretary