Punta Vista Park - Investor FAQ

Punta Vista Park is a multi-phase real estate development project in Costa Rica, combining residential lots, villas, eco-living units, senior living, and commercial areas within a master condominium of approximately 129 hectares.

The Luxembourg bond issue is intended primarily to finance the infrastructure of the first phase of the project (roads, utilities, water treatment, etc.), which are essential to enhance the value of the land and support progressive sales.

The Issuer will be structured as a single-purpose vehicle. Its articles of association and transaction documents will restrict its activities to the issuance of the bonds and related transactions, with no other indebtedness except as expressly permitted under the bond documentation. Standard structural features (limitations on additional debt, no guarantee of third‑party obligations, non‑petition and limited recourse language where appropriate) will be implemented to strengthen its insolvency‑remoteness, subject to Luxembourg counsel input.

The Luxembourg bond issuer is not a standalone company but a dedicated compartment within an existing Luxembourg securitization platform.

More specifically, the bonds are issued by RE 4 ALL S.A. – Compartment “ADVANCED”, which is a legally segregated compartment within a securitization vehicle operated by Opportunity Financial Services S.A.

Opportunity Financial Services S.A. is a Luxembourg company holding a valid business license (n° 06/18) and operates under the supervision of the CSSF as a professional securitization platform provider.

Each compartment within the platform constitutes a ring-fenced patrimony under Luxembourg securitization law, with assets and liabilities legally segregated from:

other compartments, and the general estate of the platform itself.

The compartment “ADVANCED” is exclusively dedicated to this transaction and is the sole issuer of the bonds related to the project.

As such, the investors’ exposure is strictly limited to the assets and cash flows of the ADVANCED compartment, and not to any other activity of the platform.

Details regarding the share capital and shareholders relate to Opportunity Financial Services S.A., the platform owner, rather than to the compartment itself, as compartments do not have separate legal personality under Luxembourg law but benefit from full statutory segregation.

Yes, comprehensive documentation is available, including the Environmental Feasibility Resolution, municipal land-use zoning approval, water availability confirmation, sanitary sewer discharge permit, stormwater discharge permit, wastewater treatment plant location permit, soil mechanics study, construction drawings and permits, condominium status documentation, and municipal permits.

Yes, documentation confirming clear land title and absence of liens will be provided for all parcels used as collateral and for any parcels within the project that have not yet been sold.

Parcels are either owned by the project developer or by buyers who have already taken possession, depending on the commercial progress of each area.

The project covers approximately 129 hectares, including areas designated for residential, commercial, eco-living, senior living and other uses within the master plan.

Parcels within the project will be pledged as collateral, starting with those located along the public road earmarked for the future commercial zone, followed by additional parcels according to a predefined collateral schedule.

Parcels will be valued at 66% of their official fiscal value as recorded in the National Registry, which is publicly accessible online.

Yes, the security package will be structured as a first-ranking mortgage, which is both feasible and legally enforceable under Costa Rican law.

No, there are no existing liabilities or obligations that could dilute investor protection; all collateral parcels will be free of liens or competing security interests.

Bond proceeds will be on‑lent or otherwise channelled from the Issuer to the Costa Rican project entities under back‑to‑back funding arrangements. The Costa Rican landholding entities will grant first‑ranking mortgages and other local security interests directly in favour of a security agent or trustee acting for the benefit of the bondholders. The ownership chain between the Issuer, any intermediate holding entities and the Costa Rican SPVs will be clearly documented so that enforcement on the collateral remains as direct and transparent as possible for investors.

The use of 66% of the official fiscal value is intended as a conservative and transparent metric based on a public, auditable reference (National Registry). Official fiscal values tend to lag market prices and are generally below recent transaction levels, so applying a 34% haircut to this already conservative baseline results in a prudent collateral coverage ratio. Independent third‑party appraisals may be commissioned to provide an additional market‑based view, but our intention is not to rely solely on potentially more volatile market valuations for minimum coverage tests.

The first‑ranking mortgages over Costa Rican land will be granted in favour of a security agent or trustee appointed under the bond documentation. This entity will act on behalf of all bondholders, allowing for coordinated enforcement and avoiding fragmented actions by individual investors.

Enforcement is expected to involve legal fees, court costs, notarial fees and potential brokerage or marketing costs for the sale of the land. We plan to structure the documentation so that such costs can be funded from (i) available cash reserves at the Issuer/project level and/or (ii) proceeds of the collateral realisation, with clear prioritisation of payments (waterfall) to preserve bondholder recovery to the greatest extent possible. More precise ranges will be provided once local counsel has finalised its cost estimates.

Upon enforcement, the intention is that the pledged parcels will be transferred either (i) directly to the security agent or a dedicated enforcement SPV, to be realised for the benefit of bondholders, or (ii) directly to bondholders on a pro‑rata basis if a more efficient structure under Costa Rican law is confirmed. The final path will be recommended by local counsel so as to balance simplicity, speed of execution and tax efficiency for investors.

Yes. A detailed list of the parcels pledged as collateral will be provided in real time at closing.
This schedule will include, for each pledged parcel:
Official cadastral reference (Registro Nacional),
Surface area,
Zoning classification,
Official fiscal value as recorded with the Costa Rican tax authorities,
Confirmation of ownership and absence of liens at the time of pledge.

The final collateral package will reflect the exact parcels legally available and free of encumbrances at closing, ensuring accuracy and enforceability. All supporting registry certificates and notarial documentation will be made available as part of the closing documentation set.

Costa Rica has established legal frameworks for granting and enforcing security interests over real estate, so no special or extraordinary structure is currently anticipated to ensure enforcement of bondholder rights over local assets.

At this stage, the structure is based mainly on security interests over Costa Rican assets; any additional dual-jurisdiction structure can be considered with investors' legal advisors during final negotiations.

Current valuation is based on the official recorded value from the National Registry, which is publicly accessible and used as a conservative basis for structuring the collateral.

Additional external expert valuations may be considered as project phases progress, in order to better track the economic value of both the project and the collateral.

The developer is open to implementing mechanisms such as fixed-price construction contracts, performance bonds, specific insurance coverage, and phased capital releases, in line with investor expectations.

The project is directed by Saxum, a professional development company that oversees planning and construction, while a dedicated construction company carries out the on-site works.

Yes, Advanced holds a detailed infrastructure cost and timeline plan, which is used to define the specific milestones governing the release of funds.

Yes, investor funds will remain under Advanced's custody and will be released only upon achievement of predefined, externally verified milestones linked to project progress.

Use of proceeds is strictly governed by the validated infrastructure plan, the project governance framework, and Advanced's control mechanisms, which condition each disbursement on the achievement of agreed milestones.

Our working assumption is to secure at least [6–12] months of interest in the DSRA at or shortly after closing, either through cash prefunding or staged funding linked to drawdowns. The exact level will be finalised with arrangers and investors, taking into account pricing, total issuance size and overall risk profile.

Interest payments are not solely dependent on land sales. A debt service reserve mechanism is embedded into the structure.

As funds are progressively raised from investors, a portion of each tranche is retained at the Luxembourg level to constitute a Debt Service Reserve Account (DSRA). This reserve is sized to secure interest payments during the initial periods, regardless of the project's commercial cash flow.

This structure ensures that investors benefit from predictable interest servicing, with funds already held in a ring-fenced account in Luxembourg, outside the operational risk perimeter of the project.

Full details on the DSRA allocation and mechanics will be disclosed in the final bond documentation.

Based on conservative assumptions, the commercial break-even thresholds are as follows:

To cover interest payments alone (fully funded via the DSRA):
The sale of less than one standard lot per month is sufficient.

To cover full principal repayment, interest, and operating expenses (over the full maturity):
The project would need to sell approximately:
• 9 premium lots (average price: €282,000), and
• 27 standard lots (average price: €125,000).

These figures are calculated using only 85% of the listed lot values, to allow for pricing flexibility and potential negotiation. They also include a reserve margin for corporate running costs.

A detailed financial model is available upon request and can be shared under confidentiality.

The bonds are structured as senior secured debt, benefiting from real-estate collateral over Punta Vista Park parcels.

At this stage, the bond is envisaged as the main senior debt instrument; any additional indebtedness would need to respect the senior ranking and protective covenants of existing bondholders.

Revenues are expected from pre-sales and sales of residential and commercial lots and, in later phases, from rental income generated by villas, eco-living units, apartments, senior living facilities and other operated components.

Detailed revenue projections, including the expected timing of pre-sales and sales per phase, are available in the project's financial report.

In addition to standard redemption at maturity, bondholders have the option to convert their holdings into lots within the project, at a conversion rate fixed at the time of investment, subject to the final terms and conditions of the issuance.

The possibility of arranging a secondary market or some degree of liquidity will be discussed with arrangers and may be addressed in the final bond documentation.

Our current thinking is that the conversion into lots would be based on a predefined price grid per type of lot, agreed at the time of investment and reflected in the bond terms. This grid may embed a structured discount to an independent market valuation at the time of issuance, so that investors receive an economically attractive entry point in case of conversion. Detailed examples (number of bonds vs. m² or specific lot types) will be provided in a term sheet.

Lots delivered upon conversion will be individually registrable and transferable, and either (i) immediately buildable or (ii) subject only to standard permitting processes applicable to all buyers in the project. The intention is that bondholders who convert can step into the same position as regular buyers in terms of ownership and development rights.

Transaction‑related costs (notary fees, transfer taxes, registration costs) will typically be borne by the converting investor, in line with standard Costa Rican practice, while project‑level infrastructure costs will remain embedded in the pricing grid used for conversion. The exact allocation of costs will be clearly described in the conversion mechanics so investors can assess the net economics ex‑ante.

Governance is based on a detailed infrastructure plan submitted to Advanced, which controls disbursements, while Saxum manages development and technical oversight, and a third-party firm (506) manages and certifies accounting.

Yes, Saxum will provide independent quarterly reports to investors, covering financial, legal, and construction progress aspects of the project.

Saxum acts as the development and project-management company, the construction company executes the works, Advanced safeguards and releases funds based on milestones, and 506 is responsible for third-party accounting and certification.

Advanced will act as escrow and monitoring agent, holding investor funds and releasing them only upon satisfaction of predefined conditions. It will have the contractual authority to block or postpone disbursements if milestones, documentation or compliance checks are not met, in accordance with the funding agreement and the monitoring framework. It will not act as a discretionary investment manager but as a control layer protecting the agreed use of proceeds.

Quarterly reporting is intended to include: (i) updated overview of pledged collateral (including any changes to the collateral pool), (ii) lots sold vs. unsold inventory and pipeline, (iii) available cash at project and Issuer level, (iv) outstanding senior debt and other liabilities, and (v) updated downside and stress‑test scenarios compared to the base case. The aim is to provide an investor‑grade dashboard enabling ongoing risk assessment.

Milestones will be defined in measurable terms (e.g. specific infrastructure segments completed, permits obtained, pre‑sales achieved). Their achievement will be certified by independent third parties where appropriate (for example, engineering / technical inspectors for construction milestones, notaries or lawyers for legal milestones, auditors for financial covenants). The names and appointment process for these independent certifiers will be set out in the documentation to ensure that neither the sponsor nor the developer can unilaterally validate their own performance.

No, bondholders do not have collective consent or veto rights over matters such as new debt, changes to the master plan, or asset disposals.

This is intentional:
The master plan is a long-term, highly regulated development framework that has already undergone a complex and costly approval process.
Any material change would require multiple government approvals, significant engineering rework, and extended delays—making such adjustments impractical and highly unlikely.

Furthermore, the financing structure protects bondholders through:
Over-collateralization;
A ring-fenced use of proceeds;

And a debt structure that ranks senior and secured, limiting operational risk exposure without requiring active bondholder governance.

Yes. Investors will benefit from an independent annual audit or financial review, conducted by a qualified third-party firm.

This has been part of the governance structure from the outset and will be implemented regardless of any specific investor request.
The audit or review will cover the use of proceeds, financial position of the issuer/SPV, and key project metrics. Results will be shared with bondholders as part of the standard reporting package.

This measure reflects our commitment to transparency, accountability, and professional investor communication.

In the event of non-payment, bondholders are expected to assume ownership of the pledged parcels and may proceed with their sale in order to recover their claims.

The legal and operational details of enforcement (procedures, stakeholders, estimated timelines) are being further refined so that investors receive a clear, practical description of the default and recovery pathway before the bond issuance is finalized.

The financial model has been built with downside scenarios in mind, including cases where land sales are delayed by 12 to 24 months. In such events, the structure remains resilient through a combination of:

A Debt Service Reserve Account (DSRA) pre-funded to ensure continuity of interest payments;

Phased infrastructure deployment, minimizing upfront capital expenditure;

Controlled discretionary spending during low-revenue periods.

In parallel, our actual commercial track record provides additional reassurance:

Over the past two years, the developer has consistently sold between 1 and 2 lots per month, without formal marketing or completed infrastructure.
With road and utility works being deployed in the coming months, we expect this absorption rate to accelerate significantly.

Should an extreme delay scenario materialize, the collateral structure and lot conversion mechanism are designed to preserve investor value and enable alternative exit options beyond cash repayment.

The project complies with local environmental feasibility requirements, prioritizes appropriate infrastructure solutions, and adopts a structured governance and reporting framework, which together support its environmental and governance dimensions.

The bonds target qualified and professional investors seeking secured exposure to real assets, with a multi-year investment horizon and appetite for a phased real-estate development project.

The prospectus and final bond documentation will provide full details on the legal structure, timetable, covenants, default scenarios, reporting policy, financial statements, and relevant market studies.

As of closing, the sponsor will have contributed approximately 5 860 000 USD of cash equity into the project, in addition to the land contribution. This includes funding of pre‑development costs, permits, early infrastructure works and project management expenses. The intention is to demonstrate meaningful financial alignment, with the sponsor bearing first‑loss risk ahead of bondholders.

No. No developer or management fees will be paid prior to full repayment of the bonds.

This principle is not just a contractual commitment—it reflects the developer’s longstanding practice:
Since the inception of the project, no management, promotion, or developer fees have ever been taken.

All available resources have been—and will continue to be—allocated to land acquisition, infrastructure development, and value creation for future stakeholders, including bondholders.

This alignment of interests is central to our approach and to the credibility of the project.

No, the bond structure does not include formal step-in rights or contractual provisions allowing investors to directly replace the developer.

However, in the event of a severe underperformance scenario or default, investors benefit from a comprehensive security package—including first-ranking mortgages over valuable land parcels.

This means that bondholders (or their appointed representative) would have the legal ability to take possession and control of the pledged real estate assets, enabling them to recover value through direct sale, third-party development, or other strategic options.

This outcome-oriented protection mechanism has been intentionally prioritized over a complex governance structure, to ensure clarity, enforceability, and asset-backed recovery for investors.

The bond does not apply any withholding tax at the level of the issuer. Investors are responsible for declaring and paying any taxes applicable in their jurisdiction.

The bond is denominated in dollars (USD). Investors in other currencies may be exposed to exchange rate fluctuations.

Bonds may be transferred subject to the terms set in the final documentation. A restricted OTC resale process may be arranged with the assistance of the arranger.

No listing is planned at this stage. The placement is reserved for qualified investors on a private basis.