REAL ESTATE giant Ayala Land, Inc. (ALI) signed a deal to cement its control over Malaysian developer MCT Bhd. that could set the stage for a mandatory takeover offer for the remaining shares held by minority investors.

The property arm of Ayala Corp. said in a disclosure on Tuesday its wholly-owned subsidiary Regent Wise Investments Limited (RWIL) inked a conditional share purchase agreement to buy an additional 17.24% stake in MCT Bhd.

In a filing with Bursa Malaysia, MCT disclosed that Ayala Land will acquire 230.16 million ordinary shares from Tan Sri Dato’ Sri Goh Ming for a cash consideration of RM 202.50 million.

The transaction will jack up ALI’s interest in MCT to 50.19% from 32.95%, breaching the 33% trigger point for extending a mandatory takeover offer, according to the Capital Markets and Services Act and the Malaysian Code on Take-Overs & Mergers.

This will force RWIL to launch a mandatory takeover offer in accordance with the laws of Malaysia once the agreement becomes unconditional, Ayala Land said.

The precedent involves obtaining a waiver from Bursa Malaysia Securities Clearing Sdn Bhd to allow for 51% of the cash consideration to be settled in tranches to the selling party, MCT said.

“This increase in ownership will strengthen ALI’s commitment to enhance MCT’s operations and expand its business further,” the real estate firm said, citing its “solid track record in developing large-scale, integrated, mixed-use and sustainable estates across the Philippines and in growing its diversified product lines.”

“This will also provide ALI with a greater opportunity to take advantage of the growth potential and long-term prospects of the real estate sector in Malaysia and will affirm ALI’s role as a key player in the ASEAN property sector.”

Ayala Land bought a 9.16% interest in MCT in April 2015, marking its first investment in Southeast Asia. Eight months later, it exercised its option to buy additional shares and boost its stake to 32.95%.

Founded in 1999 as a construction company, MCT is a property development company specializing in mixed-use projects that include retail, office, hotel, and mid-range to affordable residential properties.

Ayala Land President Bernard Vincent O. Dy previously said it continues to scout for opportunities in Southeast Asia, identifying Vietnam, Myanmar and Indonesia as potential investment destinations.

Under its 2020 Vision, Ayala Land is targeting a 20% annual growth rate to hit a net income of P40 billion.

For the first nine months of 2017, ALI saw an 18% increase in earnings to P17.8 billion, on the back of a 16% growth in revenues to P98.9 billion. — Krista Angela M. Montealegre

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