AREIT gets SEC nod for P19.5-B property swap
AREIT Inc., the REIT of Ayala Land Inc. (ALI), has secured approval for a P19.5-billion property-for-share swap with its sponsor and ALI subsidiary Summerhill Commercial Ventures Corp., clearing the way for another major asset infusion.
In a disclosure on Friday, AREIT said the Securities and Exchange Commission (SEC) approved the transaction on June 26, allowing the REIT to issue 441.13 million new primary common shares to ALI and Summerhill in exchange for two commercial properties in Cebu and Pasig City in Metro Manila.
The shares will be issued at P44.15 apiece, equivalent to a transaction value of P19.48 billion. The price represents a premium over AREIT’s 30-day volume weighted average price of P43.93.
The transaction was first approved by AREIT’s board in October 2025 and remains subject to other regulatory requirements. These include the issuance of certificates authorizing registration by the Bureau of Internal Revenue and the listing of the new shares with the Philippine Stock Exchange.
AREIT said the transaction would be implemented as a tax-free exchange and was backed by fairness opinions and appraisal reports prepared by independent firms FTI Consulting Philippines Inc. and Cuervo Appraisers Inc.
The company said the additional assets would support its strategy of expanding its portfolio through “accretive asset infusions” from sponsor ALI.
Once completed, the deal is expected to increase AREIT’s assets under management to about P158 billion from P138 billion currently.
Its gross leasable area is likewise projected to expand to over 1.81 million square meters from 1.43 million sqm, while retaining its 286 hectares of industrial land assets.
“In relation to ALl’s ownership post-transaction, AREIT will ensure that ALI sells some of its shareholdings in the company prior to the approval of the property-for-share swap in order to ensure compliance with the minimum public ownership requirements imposed upon it,” the company said.
The REIT noted that it has delivered a 99-percent total shareholder return from dividend income and share price appreciation since its initial public offering, based on its closing share price of P43.10 as of Oct. 27, 2025.
Following the share issuance, ALI’s stake in AREIT is expected to rise to 42.5 percent from 42.19 percent.
To comply with minimum public ownership rules, however, AREIT said ALI would sell part of its shareholdings before the completion of the property swap, with details to be disclosed later.
The latest transaction adds to a series of property infusions by ALI into AREIT that remain pending listing or regulatory clearances.
