AREIT Inc. is moving toward an October regulatory filing for its P17.33-billion property-for-share swap with Ayala Land Inc. and four subsidiaries, a transaction that will bring six shopping mall and hotel assets into the real estate investment trust’s portfolio and potentially strengthen recurring cash flow and dividends.
AREIT’s board approved the issuance of 462.48 million primary common shares at P37.48 each in exchange for the properties. The transaction price represents a slight premium to AREIT’s 30-day volume-weighted average price of P37.29.
The assets include Glorietta 4 in Makati, Ayala Malls Capitol Central in Bacolod, Ayala Malls Circuit and Ayala Malls Cloverleaf, as well as New World Hotel Makati and Seda Vertis North.
Together, the properties offer about 300,000 square meters of gross leasable area, expanding AREIT’s exposure to retail and hospitality assets in major urban centers.
AREIT expects to execute the Deed of Exchange and file its application with the Securities and Exchange Commission in October. SEC approval is expected by the end of 2026, followed by applications for electronic Certificates Authorizing Registration with the Bureau of Internal Revenue in 2027. The additional AREIT shares are targeted for listing on the Philippine Stock Exchange in the first quarter of 2028.
The properties were valued at P17.33 billion, with FTI Consulting and Asian Appraisal supporting the valuation using discounted cash flow, comparable public companies, volume-weighted average price, and direct capitalization approaches.
For investors, however, the more important story is what the assets can earn.
The malls will be infused under direct leases, allowing AREIT to capture rent escalations and potential operating upside. The hotels will be placed under master leases with fixed and variable components, providing a base rental stream while retaining exposure to hotel performance.
AREIT said the transaction is expected to be accretive after the assets are infused, potentially lifting operating cash flow and dividends per share.
With Ayala Land directly and indirectly owning 59.03 percent of AREIT, the transaction also reinforces the sponsor’s role in feeding assets into the REIT, keeping its growth pipeline firmly tied to Ayala’s property portfolio.
