• Voluntarily participating FLI shareholders will have an option to receive 1 FILRT share in exchange for every 3.11 FLI shares
• FLI to execute a capped voluntary tender offer to purchase or reacquire up to 1.866 billion shares, equivalent to 7.69% ownership
• Provides FLI shareholders with both market value gains in the short term and higher dividends from FILRT shares in the long term
• With the resulting increase in FILRT’s public float, the transaction creates room for further asset infusions from FLI into FILRT
(25 September 2024, Mandaluyong City, Philippines.) Filinvest Land, Inc. (Filinvest Land/PSE: FLI), one of the country's largest property developers, announced that its Board has approved a capped voluntary tender offer to purchase or reacquire up to 1,866,000,000 common shares, equivalent to approximately 7.69% ownership of FLI’s outstanding and listed stock, in exchange of Filinvest REIT Corp. (PSE: FILRT) shares owned by FLI, at an exchange ratio of 0.32 FILRT share for every 1 FLI share tendered.
The transaction will provide FLI shareholders the opportunity for their shares to be bought back in exchange for those of FILRT. FLI stockholders stand to gain from the offer by benefiting from price appreciation and a stronger dividend yield from FILRT shares.
Upon the successful completion of the share swap, public ownership of FILRT will increase to 46.75%, broadening FILRT’s shareholder base, and placing it comfortably above the 33.33% PSE minimum public ownership requirement for REITs.
“Despite current share price challenges, we continue to believe in the intrinsic value of Filinvest Land, as we enter a more positive macroeconomic environment that favors our business. The share buyback allows existing FLI shareholders to unlock value. Not only does the offering value their shares higher 1 MEDIA RELEASE than the current FLI market price, but they are also getting higher-yielding FILRT shares in return. With this share swap, we are also able to create room for a potential dividend-accretive asset infusion by FLI into FILRT. With this offering, we intend to safeguard our investors from market volatility to allow them to maximize value from our shares,” said Tristan Las Marias, FLI President and CEO.
As of 23 September 2024, FLI shares traded at a 30-day volume weighted average price (VWAP) of ₱0.64 and a 10-day VWAP of ₱0.64 as well, while FILRT traded at a 30-day VWAP of ₱3.08 and 10-day VWAP of ₱3.11. FLI shares will be exchanged at ₱1, which is a 56% premium to both its 30-day and 10-day VWAP. The exchange ratio of 3.11 FLI shares to every 1 FILRT share is based on the 10-day VWAP.
FLI declared dividends this past May amounting to ₱1.212 billion, with a dividend yield of 5%. FILRT, on the other hand, declared dividends of ₱1.213 billion in August with a yield of 8% in annualized terms.
The offer also provides FLI shareholders with a compelling opportunity to participate in REITs, gaining exposure to a portfolio of income-generating properties with the potential for capital appreciation. FILRT’s portfolio consists of 17 Grade A and LEED Gold-certified office buildings that feature green and sustainability-themed elements. With over 300,000 square meters of gross leasable area (GLA), 16 of the buildings are located in Northgate Cyberzone in Filinvest City, Alabang. Another building, Filinvest Cyberzone Cebu Tower 1, is situated at the gateway of Cebu IT Park in Lahug, Cebu City. Rounding out the portfolio is 2.9 hectares of land leased to the owner and operator of Crimson Resort & Spa Boracay, bringing the REIT’s total gross leasable area (GLA) to over 330,400 square meters.
FLI engaged FTI Consulting to issue a valuation and fairness opinion to determine the reasonable and fair range of prices for both FLI and FILRT shares and the exchange ratio between FLI and FILRT shares.



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