Professional Centres Spain SOCIMI — Direct-Hold Solution Structure

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**Professional Centres Spain SOCIMI** is planned to be Woodfine's only Direct-Hold Solution vehicle required to list on a regulated securities market. It is intended to issue Investment Units in the deployment described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]. The vehicle is planned to be formed in Madrid as a Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario (SOCIMI) under Spanish law. Woodfine Professional Centres 3 S.A. is planned to be a wholly owned subsidiary of Woodfine Capital Projects Inc. (WCP). It is intended to serve as Administrator, the SOCIMI's governing-entity role under Spanish corporate law. WCP itself is planned to act as Developer and Promoter of the structure, consistent with its role across all four jurisdictions. This article covers the entities, mechanisms, and arrangements specific to this planned vehicle at the SOCIMI level — the statutory listing requirement, the technical-listing mechanism, the Administrator structure, and settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.
**Professional Centres Spain SOCIMI** is planned to be Woodfine's only Direct-Hold Solution vehicle required to list on a regulated securities market. It is intended to issue Investment Units in the deployment described in the [[four-jurisdiction-framework|Four-Jurisdiction Framework]]. The vehicle is planned to be formed in Madrid as a Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario (SOCIMI) under Spanish law. Woodfine Professional Centres 3 S.A. is planned to be a wholly owned subsidiary of Woodfine Capital Projects Inc. ("Woodfine"). It is intended to serve as Administrator, the SOCIMI's governing-entity role under Spanish corporate law. Woodfine itself is planned to act as Developer and Promoter of the structure, consistent with its role across all four jurisdictions. This article covers the entities, mechanisms, and arrangements specific to this planned vehicle at the SOCIMI level — the statutory listing requirement, the technical-listing mechanism, the Administrator structure, and settlement arrangements — rather than the corporate-parent structure or the multi-jurisdiction deployment architecture covered elsewhere.

## Key takeaways

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## Administrator and governance

Woodfine Professional Centres 3 S.A. is planned to be the SOCIMI's Administrator, a wholly owned subsidiary of WCP constituted under Spanish law. The Administrator is intended to be the vehicle's governing entity, the SOCIMI-level counterpart to the general partner role WCP's subsidiaries hold in the Canada and United States vehicles. The promoter's special-purpose interest in the vehicle is planned to be held through Benetti Holdings 3 S.L., a Spanish-law subsidiary of WCP created for this purpose, paralleling Benetti Holdings Inc.'s role in the Canada vehicle. WCP's own role is planned to remain limited to origination and development, consistent with its role across all four jurisdictions; it is not planned to manage third-party capital, funds, or financial assets on the SOCIMI's behalf.
Woodfine Professional Centres 3 S.A. is planned to be the SOCIMI's Administrator, a wholly owned subsidiary of Woodfine constituted under Spanish law. The Administrator is intended to be the vehicle's governing entity, the SOCIMI-level counterpart to the general partner role Woodfine's subsidiaries hold in the Canada and United States vehicles. The promoter's special-purpose interest in the vehicle is planned to be held through Benetti Holdings 3 S.L., a Spanish-law subsidiary of Woodfine created for this purpose, paralleling Benetti Holdings Inc.'s role in the Canada vehicle. Woodfine's own role is planned to remain limited to origination and development, consistent with its role across all four jurisdictions; it is not planned to manage third-party capital, funds, or financial assets on the SOCIMI's behalf.

## What this is not