Adriparte and Osborne+Co have joined forces in a joint venture for the development of luxury residential projects in Lisbon. Adriparte brings more than four decades of experience in the Portuguese real estate sector, with a focus on the rehabilitation of historic buildings and the creation of contemporary residential spaces that respect the original identity of the properties. Osborne+Co, for its part, is an international group that has developed more than 6,000 million pounds in build-to-suit real estate projects, with a presence in 25 countries and a comprehensive model that combines co-investment capital, internal management capabilities, and a solid track record of collaboration with large corporations. The union of both companies combines the local knowledge and experience in high-end residential projects of Adriparte, with the international scale and operational capacity of Osborne+Co, positioning them as a benchmark in the premium residential market in Portugal.

The project has a capital gains strategy and consists of an alliance with the manager to start the reform and expansion of an existing office building to transform it into a luxury residential building with 13 homes, 1 commercial premises, +30 parking spaces, and luxury amenities.

The contributions from Urbanitae investors will be delivered to the manager via a capital increase to the vehicle company that will bring together the Urbanitae investors: BAYAZ PROPERTIES 5, S.L. This company will later enter the project's promoter company, ORBITELOQUENTE, LDA. The promoter has a letter of intent from a reference bank in Portugal and Spain for the financing of part of the asset acquisition, and the project's construction costs.

The contribution from Urbanitae investors will go towards the acquisition of the social shares of ORBITELOQUENTE, LDA and to provide the company with liquidity to support the project costs not covered by the promoter or the financing, until the delivery of keys. 

The promoter has a prior approval request (PIP) approved for the expansion of a floor in its current use and only the final approval of the architectural project for the 13 homes and 1 commercial premises is pending. The works are scheduled to start in November 2025.

On a commercial level, the manager has already received significant interest from potential buyers in the acquisition of several homes, and plans to start marketing once the final architectural project is approved. The sale prices have been contrasted through a report from Savills.

STRUCTURE

The operation will be structured via a capital increase, where Urbanitae investors will make a capital contribution to the vehicle company of the operation. This vehicle company intends to obtain external financing from a leading bank in Portugal, for part of the asset acquisition and additional financing for 100% of the construction development. The contribution corresponding to Urbanitae investors will be equivalent to 3,000,000 €.

The joint manager, Adriparte and Osborne+CO, will be dedicated to the comprehensive management of the promotion.

We have agreed with the manager that the profitability of Urbanitae investors is preferential. Specifically, it has been agreed that Urbanitae investors have the right to a priority remuneration of 15% per annum (IRR) on their contributed capital. That is, the promoter will not receive profits or be able to recover his invested capital until the Urbanitae investors have recovered their investment and obtained an annual return of 15%. 

The distribution of capital and project returns (ORBITELOQUENTE, LDA) will be carried out in the following order:

1. Capital + IRR of 15% of Urbanitae investors and co-investors

2. Capital + IRR of 15% of the co-manager

3. Distribution of excess and variable Promote fee

The presented scenarios already include the economic effect of the preferential return, so the profitability calculated in each scenario directly reflects the profitability of the Urbanitae investor.

WHY INVEST?

There are several reasons to invest in this project: 

• Investment opportunity in a reform project and change of use of a building in the best area of Lisbon.

• On a commercial level, the promoter and his team have great experience in Lisbon, and the homes will be unique and very exclusive.

• The joint manager of the project invests capital, which aligns the interests of all the agents participating in the investment.

• The benefit received by Urbanitae investors is preferential over the promoter's capital and profit.

• Urbanitae investors have additional protection, as their capital and profitability are collected before those of the promoter. This greatly reduces the risk in case of cost deviations, lower income or project delays.

ECONOMIC SCENARIOS

According to the criteria of the CNMV, in addition to the base (favorable) scenario proposed by the manager and which we contrast from Urbanitae, in Equity projects 2 additional scenarios must be published that show potential variations in the business plan.

1. FAVORABLE

The base, or favorable, scenario contemplates the revenue and expense estimates proposed by the manager, verified by Urbanitae, and contrasted by the Savills market report. In this project the forecast of total income amounts to € 59,974,789, while the estimate of the total costs for the execution of the promotion corresponds to € 52,443,755.

2. MODERATE

The moderate scenario contemplates a 23% increase in construction costs, which raises the total costs to € 52,681,442. The increase compared to the favorable scenario is less pronounced, as the payment of Corporate Tax is reduced and the payment of the promoter's success fees is avoided. The value of the income remains at € 59,974,789.

3. UNFAVORABLE

The unfavorable scenario contemplates an increase in construction costs and a drop in sales prices wide enough to obtain a negative result for the project, with partial loss of the total capital contributed. In this project, an increase in construction costs corresponding to 23% has been considered, relative to the favorable scenario, and a reduction in sales prices equivalent to 21%, which would mean a total figure of income of € 47,380,083 and total costs of € 47,432,436 (lower compared to the favorable scenario, as the payment of Corporate Tax is avoided by incurring losses, the payment of the promoter's success fees is avoided and sales costs are reduced). 

According to the supervisor's criteria, crowdfunding platforms should not communicate the estimated profitability in an Equity project. The profitability of the project is the FORECAST OF INCOME less the ESTIMATION OF COSTS, divided by the TOTAL EQUITY. As an example, in the FAVORABLE scenario, the calculation would be FORECAST OF INCOME (€ 59,974,789,) less FORECAST OF EXPENSES (€ 52,443,755) divided by the total Equity (€ 17,776,150). The result of this quotient multiplied by 100 will be the percentage of profitability on the capital contributed from this scenario.

The forecasts are mere estimates, and are subject to variations that may arise from the economic, social or other situation throughout the duration of the project.

MARKET

A market study has been carried out to determine if the sales prices proposed by the manager are reasonable.

There is information available about the market within the "Sales Witnesses" documentation, where you will find a list of homes for sale in the area, and in the "Savills Report", where you will find a study carried out by Savills. Even though the sales prices are above the market, the promoter is confident that these will be sold at the requested prices.

WHEN WILL I RECOVER THE INVESTED MONEY?

The estimated term of this project is 28- 32 months.

• Fourth quarter 2025 – Capital investment.

• Fourth quarter 2025 – Acquisition of the asset and start of construction and marketing.

• First quarter 2028 – End of construction.

• First quarter 2028 – Delivery of the homes.

• First/second quarter 2028 – Exit from the Society.

It is important to bear in mind that in all real estate development the deadlines can vary both upwards and downwards. 

RISKS

All investments carry a risk. We detail the clearest risks we have identified for this project: 

• Extension of the project's expected timelines due to delays in marketing, whose impact is mitigated by the preferred return.

• Deviation of the fixed costs associated with the investment, unforeseen in construction, whose impact is mitigated by the preferred return.

• Delays in sales, and/or the need to lower their price to attract customers, whose impact is mitigated by the preferred return.

• Extension of the expected timelines in the project, due to delays in the estimated months of work, whose impact is mitigated by the preferred return.

• Possibility of changing the agreed conditions. This risk includes potential substantial changes that take place from the start of the funding campaign until the formalization of the loan contract, in which case the project would be cancelled and the investment returned.   

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Warnings and Risks

Urbanitae Real Estate Platform (Urbanitae) does not hold the status of an investment services company, nor a credit institution and is not attached to any investment guarantee fund or deposit guarantee fund. The information published by Urbanitae Real Estate Platform on its Website is for informational purposes only and can in no case be considered as recommendations to investors.

The crowdfunding projects published by Urbanitae on its Website are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain, therefore, all the information provided by the manager in relation to the projects has not been reviewed by them.

Urbanitae expressly informs that, in case of non-compliance with the total volume of investment of the project, the period for raising funds may be exceeded by up to 25%, maintaining the same investment conditions. Likewise, the project may be financed by Urbanitae when at least 90 percent of the financing objective has been reached, once the participation in the project that the platform itself may have is discounted. 

Investing in the projects published on this Website may entail certain risks, such as, the risk of total or partial loss of the invested capital, of not obtaining the expected monetary return or of lack of liquidity. Therefore, we warn investors to only invest an amount they are willing to lose and we suggest they diversify their investments to minimize and mitigate potential risks. In the event that the manager is unable to return or remunerate the funds received, Urbanitae will not return the investors their investment made.

This project will be open to any investor registered in Urbanitae, and any of the following registered persons may invest in it:

• Urbanitae partners who own at least 20% of the share capital or voting rights;

• Managers or employees of Urbanitae;

• Individuals or legal entities linked to these partners, managers or employees by control.

In this sense, Urbanitae guarantees that the investments of any of these people will be made through the platform, on the same terms and conditions as any other investor, without receiving any preferential treatment, nor privileged access to information compared to the rest of the investors registered in Urbanitae. In accordance with Urbanitae's Internal Code of Conduct, these investors are obliged to internally communicate these operations.

Once the investment in the project is closed, Urbanitae will provide information in the project investment area about the amount invested by these investors, the type of investor who has made the investment, and the percentage it represents with respect to the total financed, always complying with the data protection policy.