SECURITIES AND EXCHANGE COMMISSIONSEC 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 25, 20222. SEC Identification Number 1513093. BIR Tax Identification No. 004-707-597-0004. Exact name of issuer as specified in its charter RL COMMERCIAL REIT, INC. (Formerly: Robinsons Realty and Management Corporation)5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 25F Robinsons Cyberscape Alpha, Sapphire and Garnet Roads, Brgy. San Antonio, Ortigas Center, Pasig CityPostal Code16058. Issuer's telephone number, including area code (02)8397-18889. 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 9,948,997,197
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.

RL Commercial REIT, Inc.RCR PSE Disclosure Form REIT-4 - Acquisition or Disposition of Assets
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS
Subject of the Disclosure

RCR expands its portfolio thru the infusion of P5,888 Mn Robinsons Cyberscape Gamma from RLC via Property-for-Share Swap

Background/Description of the Disclosure

On 20 Apr 2022, the second property-for-share swap transaction of RL Commercial REIT Inc. (RCR) with its Sponsor, Robinsons Land Corporation (RLC) has been consummated through the execution of a Deed of Assignment for the infusion of Robinsons Cyberscape Gamma. This Grade-A asset is valued at Php5,888Mn in exchange of 777,807,133 primary common shares. The valuation has been supported by a third-party fairness opinion.

Robinsons Cyberscape Gamma has a projected dividend yield of 5.64%. With the infusion of this asset and Cybergate Bacolod to RCR, the projected dividend yield of RCR for 2022 is 6.06% on an annualized basis at IPO Price of P6.45 per share.

This PEZA-registered commercial development is located within the heart of Ortigas Central Business District in Pasig City with a gross leasable area of 44,797 sqm. The building has high occupancy which is consistent with the set investment criteria of RCR. Majority of the tenants of the office building are BPO companies.

This transaction has been approved by the Board of Directors of RL Fund Management Inc. and RCR, as well as the Related Party Transactions Committee, and is subject to the approval of pertinent regulatory bodies, such as the Philippine Stock Exchange and Securities and Exchange Commission.

With the additional new shares to be issued to its Sponsor, RLC, the public ownership of RCR will be 33.86% of the enlarged total shares. This is still higher than the Minimum Public Ownership (MPO) of 33.33% as mandated by the REIT Implementing Rules and Regulations.

Date of Approval by Board of Directors Mar 8, 2022
Details of the Acquisition or Disposition
Date Apr 20, 2022
Description of the Assets Involved

Robinsons Cyberscape Gamma is the 16th asset to be acquired by RCR. It has a gross leasable area of 44,797 sqm.

Details of the Assets
Type (land, building, etc.) Location Size Rights Acquired (Ownership/ Leasehold etc.)
Building Topaz and Ruby Roads, Ortigas Center, Pasig City 44,797 sqm Ownership of bldg.
Terms and conditions of the transaction
Contract price, valuation and the methods used to value the assets

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.

The property-for-share swap will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.

Terms of payment

Robinsons Cyberscape Gamma was infused 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.

Conditions precedent to closing of the transaction, if any

Approval of the PSE to list the newly issued shares.

Note that there is no increase in the Authorized Capital Stock of RCR and that the shares will come from unissued shares.

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
Robinsons Land Corporation The Sponsor; owns 63.49% of RCR prior the infusion of Robinsons Cyberscape Gamma. After the infusion, RLC shall own 66.14% (of the enlarged total shares) of RCR
Discussion on the probable impact of the transaction on the business, financials and other aspects of the REIT

Robinsons Cyberspace Gamma will immediately start contributing revenues to RCR, resulting into higher distributable income for its shareholders. It is a dividend-yield accretive acquisition.

With this infusion, the portfolio size of RCR has increased from 435,682 sqm to 480,479 sqm or a growth of 10.3%.

Other Relevant Information

The infusion has been executed via property-for-share swap

About the Third-Party Appraiser:
The property 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 there will be no increase in the authorized capital stock of RCR from this transaction and that the shares to be issued in favor of RLC shall come from RCR's unissued shares.

Filed on behalf by:
Name Juan Antonio Evangelista
Designation Corporate Secretary

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RL Commercial REIT Inc. published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2022 23:49:10 UTC.