Basic Investor Information

BASIC INVESTOR INFORMATION

Fides Group Fund I - For Qualified Investors Only

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IMPORTANT DISCLOSURE

 

This document provides basic information about Fides Group Fund I and is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer will be made only through a confidential Private Placement Memorandum (PPM) to qualified investors.

 

Prospective investors should:
(1) Read the PPM in its entirety
(2) Consult with their own legal, tax, and financial advisors
(3) Conduct thorough due diligence before making any investment decision

 

Past performance is not indicative of future results. Investing involves risk, including potential loss of principal.

 

I. INVESTMENT OVERVIEW

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1.1 Fund Structure

• Legal Form: Spanish Alternative Investment Fund (AIF)

• Manager: Fides Group AIFM, S.L.

• Target Size: €4,000,000 Total

• Strategy: AI-driven dual-portfolio real estate

• Geography: Primary focus on Spanish urban markets

• Term: 5 years + 2-year extension option

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1.2 Investment Thesis

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Fides Group Fund I seeks to capitalize on Spain's housing crisis through a proprietary dual-portfolio model:

• Fides Reserve (30%): Premium luxury rentals generating market-rate returns

• Fides Community (70%): Below-market affordable housing creating social impact

• Cross-Subsidy: Reserve profits structurally support Community sustainability

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II. INVESTOR SUITABILITY & GUIDELINES

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2.1 Minimum Investor Profile

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This investment is suitable only for investors who:

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Regulatory Status: Qualify as professional investors/eligible counterparties under MiFID II or accredited investors 
Experience: Have substantial experience in alternative investments
Financial Capacity: Can sustain total loss without affecting lifestyle
Risk Tolerance: Willing to accept high risk for potential high returns
Time Horizon: Minimum 5-year investment commitment
Understanding: Comprehend real estate and private equity risks

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2.2 Minimum Requirements

• Minimum Investment: €50,000

• Documentation: Complete accreditation verification

• Due Diligence: Independent legal/tax review required

• Subscription: Execution of binding subscription documents

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2.3 Investment Process

1. Screening: Investor qualification & accreditation

2. Documentation: Review of PPM & subscription agreement

3. Commitment: Execution & capital commitment

4. Funding: Capital calls upon investment opportunities

5. Ongoing: Quarterly reporting & investor communications

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III. PRINCIPAL RISKS

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3.1 Investment Risks

• Capital Loss Risk: Potential loss of entire investment principal

• Illiquidity Risk: No secondary market; 5+ year lock-up period

• Market Risk: Spanish real estate market fluctuations

• Interest Rate Risk: Rising rates affect valuations & financing

• Currency Risk: EUR fluctuations for non-EUR investors

• Concentration Risk: Focus on specific Spanish regions/property types

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3.2 Operational Risks

• Execution Risk: Failure to execute acquisition/renovation strategy

• Management Risk: Dependence on key personnel

• Regulatory Risk: Changes in Spanish/EU real estate regulations

• Tax Risk: Changes in tax legislation affecting returns

• Environmental Risk: Unforeseen environmental liabilities

 

3.3 Specific Fund Risks

• Dual-Portfolio Risk: Cross-subsidy model may underperform

• Affordable Housing Risk: Regulatory changes affecting below-market rentals

• AI Model Risk: Technology may not deliver projected advantages

• Development Risk: Renovation delays or cost overruns

• Liquidity Mismatch Risk: Portfolio composition may affect exit timing

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3.4 Risk Mitigation Framework

• Conservative underwriting (15%+ acquisition discounts)

• 30% luxury portfolio buffer

• 3-5 year lease structures

• Regular third-party valuations

• Independent Advisory Board oversight

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IV. FUND TERMS & STRUCTURE

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4.1 Key Terms

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Term                                             Detail

Minimum Investment:       €50,000

Management Fee:                1.5% of AUM annually

Performance Fee:                20% above 8% preferred return

Distribution Waterfall:       1. Return of capital     2. 8% preferred return        3. 80/20 split

Term:                                          5 years (2-year GP extension option)

Distributions:                          Quarterly (subject to available cash)

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4.2 Service Providers

• Custodian: [To be appointed - Authorized Spanish custodian]

• Auditor: [To be appointed - Independent Big 4/Tier 1 firm]

• Legal Counsel: [To be appointed - Spanish securities law firm]

• Valuation Agent: [To be appointed - Independent real estate appraiser]

 

4.3 Regulatory Framework

• EU: AIFMD (Alternative Investment Fund Managers Directive) compliant

• Spain: Law 22/2014 on Venture Capital Entities

• Oversight: CNMV (Spanish Securities Market Commission)

• Tax: Optimized Spanish investment vehicle structure

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V. INVESTOR RIGHTS & PROTECTIONS

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5.1 Investor Protections

• Segregated custody of assets

• Independent portfolio valuation (semi-annual)

• Annual audit by independent auditor

• Regular regulatory reporting to CNMV

• Investor Advisory Committee (for €250k+ commitments)

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5.2 Reporting & Transparency

• Quarterly: Portfolio performance, acquisitions, dispositions

• Annual: Audited financial statements, tax documentation

• Ad Hoc: Material events, regulatory changes

• Portfolio Access: Secure investor portal with real-time dashboards

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5.3 Investor Rights

• Right to information as per Limited Partnership Agreement (LPA)

• Voting rights on key matters (extensions, manager removal)

• Access to books and records (with reasonable limitations)

• Right to appoint investor representative to Advisory Committee

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VI. TAX CONSIDERATIONS

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6.1 Spanish Tax Treatment

• Fund Level: Optimized Spanish investment vehicle structure

• Withholding Tax: May apply to non-resident investors (treaty benefits possible)

• VAT: Applicable to certain services and transactions

• Property Tax: Local municipal taxes apply to holdings

• Transfer Tax: Applicable to property acquisitions

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6.2 International Investors

• EU Investors: Potential tax treaty benefits apply

• US Investors: Potential PFIC considerations require specific advice

• UK Investors: Post-Brexit implications to be assessed

• Other Jurisdictions: Local tax advice strongly recommended

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Important: This summary is generic. Investors must consult their own tax advisors for jurisdiction-specific advice.

 

VII. CONFLICTS OF INTEREST

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7.1 Identified Conflicts

• Management fees may incentivize asset growth over optimal investor returns

• Potential use of affiliated service providers

• Co-investment by management creates alignment but also conflicts

• Portfolio allocation decisions between Reserve and Community segments

 

7.2 Mitigation Measures

• Independent Advisory Board with investor representation

• Clear allocation policies documented in LPA

• Arm's length transactions with any affiliates

• Full disclosure of all conflicts in offering documents

• Regular conflict of interest reviews

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X. IMPORTANT DISCLAIMERS

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10.1 Regulatory Status

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Fides Group operates through entities regulated under Spanish law. All offerings are conducted as private placements directed exclusively to qualified professional investors pursuant to applicable EU and Spanish law, including Law 24/1988 and Royal Decree 1310/2005.

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10.2 United States Investors

For U.S. investors, any investment offerings are conducted in reliance on exemptions from registration under Regulation D of the U.S. Securities Act of 1933 and are available only to accredited investors without the use of general solicitation or advertising.

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10.3 General Disclaimer

This document contains forward-looking statements based on current expectations, estimates, and projections. Actual results may differ materially. All investment projections are estimates only and should not be relied upon as guarantees of future performance.

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Investing in private real estate funds involves substantial risk. Investors should only commit capital they can afford to lose entirely.

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CONTACT INFORMATION

For additional information or to request full offering documents:

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Fides Group
Pl. de Vicent Iborra, Bj Izq.
Ciutat Vella, 46003
Valencia, Spain

Investor Relations:
Email: investors@fidesgroup.com
Phone: +34 XXX XXX XXX

Website: https://fidesgroup.com

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Confidentiality: This document contains proprietary information. Unauthorized distribution prohibited.

 

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