SEC clears FILRT’s asset-for-share swap for Festival Mall

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Richmond Mercurio - The Philippine Star

May 31, 2025 | 12:00am

FILRT said it has received from the SEC the certificate of approval of valuation for its property-for-share swap with FLI.

STAR / File

MANILA, Philippines — The Securities and Exchange Commission (SEC) has cleared the P6.26 billion valuation for the property-for-share swap transaction between Filinvest Land Inc. (FLI) and its real estate investment trust Filinvest REIT Corp.

FILRT said it has received from the SEC the certificate of approval of valuation for its property-for-share swap with FLI.

Under the transaction, FLI will transfer its ownership over Festival Mall to FILRT in exchange for the latter’s 1.63 billion primary common shares at an issue price of P3.85 per share.

FILRT said that upon the issuance of the certificate of approval of valuation by the SEC for the transaction, its shares will be issued in FLI’s name and the property’s ownership will be transferred to FILRT.

The issuance by the SEC of the certificate of approval of valuation for the transaction is among the regulatory approvals needed for the closing of the transaction, alongside the issuance by the Bureau of Internal Revenue of the certificate authorizing registration confirming that the transaction is a tax-free exchange and securing of a new tax declaration in the name of FILRT.

The primary common shares to be issued by FILRT to FLI, meanwhile, will come from the unissued common shares of FILRT. 

With the issuance by the SEC of the certificate of approval of valuation for the transaction, FLI and FILRT will execute a lease agreement for the property.

Further, FILRT will apply for the additional listing of the shares to be issued with the Philippine Stock Exchange.

Located in Muntinlupa, Festival Mall has a gross leasable area of 121,862 square meters.

The property was appraised by Leechiu Property Consultants and a fairness opinion was provided by FTI Consulting.

FILRT is a REIT company of which FLI is the sponsor.

FILRT is aiming to double its gross leasable area and diversify its assets through asset infusions from FLI and parent firm Filinvest Development Corp.

The company is also targeting to reach an occupancy of 95 percent before 2026, driven by tenant diversification. 

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