Commission Decision No. 04-M-002/2018 Joint Venture between Ayala Land, Inc. and Royal Asia Land. Inc.

ABSTRACT:

The proposed transaction is a joint venture between Ayala Land, Inc. (“ALI”) and Royal Asia Land, Inc. (“RALI”) that will acquire, own, and develop into a mixed-use project, certain parcels of land located in Silang and Carmona, Cavite with an aggregate area of approximately nine hundred thirty-six (936) hectares (the “Property”).

ALI is a publicly listed corporation primarily engaged in real estate business and whose ultimate parent entity is Mermac, Inc. On the other hand, RALI is incorporated to purchase, acquire, own, lease, sell and convey real properties and whose ultimate parent entity is PCO South Frontier Holdings, Inc.

RALI and ALI shall subscribe to shares of stock of the joint venture company (“JVCo”) which will result in each party owning 50% of the outstanding stock of the JVCo. In addition, RALI will receive consultation fee of 2% of the JVCo’s gross revenue for its participation in the planning and development of the Property. ALI as the project and development and sales and marketing manager of the Property will receive a development management fee of 12% and sales and marketing fee of 5% of the JVCo’s gross revenues.