SHAREHOLDERS of AREIT Inc. on Wednesday approved the company’s P17.33-billion property-for-share swap with Ayala Land Inc. (ALI) and four of its subsidiaries, paving the way for the transfer of six mall and hotel properties to ALI’s real estate investment trust (REIT).
In a disclosure, AREIT said the transaction involves the issuance of 462.48 million primary common shares to ALI and its subsidiaries, at a price of P37.48 per share, in exchange for six properties valued at a combined P17.33 billion.
The shares will be issued from AREIT’s unissued capital stock.
The properties for infusion consist of Glorietta 4 and Ayala Malls Circuit in Makati City, Ayala Malls Capitol Central in Bacolod City, Ayala Malls Cloverleaf in Quezon City, New World Hotel Makati, and Seda Vertis North.
AREIT said the transaction is expected to contribute to its operating cash flows and boost dividends per share once the properties are infused.
The deal was approved by the company’s board of directors on Aug. 10, 2026, with shareholder approval secured at a special stockholders’ meeting on Wednesday.
The transaction price of P37.48 per share represents a premium over AREIT’s 30-day volume-weighted average price (VWAP) of P37.29.
AREIT said the valuations of both the shares and properties fall within the fair-value ranges identified by FTI Consulting and Asian Appraisal.
The six properties have a combined gross leasable area (GLA) of about 300,247 square meters (sqm).
Glorietta 4 has 30,429 sqm of GLA, while Ayala Malls Capitol Central has 63,391 sqm, Ayala Malls Circuit 65,184 sqm, and Ayala Malls Cloverleaf 33,277 sqm.
New World Hotel Makati has a GLA equivalent to 72,488 sqm and 578 rooms, while Seda Vertis North has 35,478 sqm and 438 rooms.
AREIT said the malls will be infused under a direct lease structure, allowing it to capture the upside from mall operations and rent escalations rather than relying on a fixed building lease.
The hotels, meanwhile, will be infused under master leases with fixed and variable components. This will provide AREIT with a base rental income while allowing it to participate in the hotels’ performance through the variable component.
“The asset-for-share swap will be accretive after the new assets are infused,” AREIT said.
As AREIT’s sponsor, ALI owns 59.03 percent of the REIT directly and indirectly. The other transferors are Capitol Central Commercial Ventures Corp., Bay City Commercial Ventures Corp., Makati Cornerstone Leasing Corp. and North Triangle Hotel Ventures Inc., all of which are affiliated with ALI.
The transaction is expected to qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.
AREIT expects to execute the deed of exchange and file its application for confirmation of valuation and original issuance of shares with the Securities and Exchange Commission (SEC) by October.
SEC approval is expected by the end of 2026, while the application for electronic certificates authorizing registration with the Bureau of Internal Revenue is expected within 2027.
AREIT also plans to apply for the additional listing of the new shares with the Philippine Stock Exchange in the first quarter of 2028.
Shares of AREIT on Wednesday rose P0.40, or 1.08 percent, to close at P37.50 each, while those of ALI slipped P0.06, or 0.4 percent, to close at P15.06 apiece, amid a 0.33-percent decline for the benchmark PSE index.
