Professional Centres Spain SOCIMI — Direct-Hold Solution Structure

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. 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

• SOCIMI status is planned to exempt the vehicle from Spanish corporate income tax on qualifying rental income and capital gains, contingent on listing on a regulated market.
• Unlike Woodfine's Canada and United States vehicles, the Spain SOCIMI is required to be Cotizada — listed — to keep this tax-exempt status; Spanish market terminology has no "public but unlisted" category equivalent to those jurisdictions' Public Non-Traded status.
• The vehicle is planned to satisfy its listing mandate through a technical listing, designed to meet the statutory requirement while limiting exposure to full public-market price volatility.
• Woodfine Professional Centres 3 S.A. is planned to serve as Administrator; Benetti Holdings 3 S.L. is planned to hold the promoter's special-purpose interest, a role parallel to Benetti Holdings Inc. in the Canada vehicle.

SOCIMI structure and tax status

The SOCIMI is Spain's flow-through real estate investment vehicle. Spanish law confers exemption from corporate income tax on qualifying rental income and capital gains on any entity that holds SOCIMI status. That exemption is conditional, not automatic: it depends on the vehicle meeting SOCIMI's asset, income, and distribution tests, and — the requirement distinct to this jurisdiction — on maintaining a listing on a regulated market. The target gross funded value for Professional Centres Spain SOCIMI is €250 million, a prospective figure that has not yet been achieved and that depends on the capital raise and Spanish regulatory registration progressing.

The listing requirement — Cotizada by law

Spain's SOCIMI framework carries a mandatory listing requirement that does not apply to Woodfine's Canada or United States vehicles. In Canadian and United States securities terminology, an issuer can be Public without being Listed on an exchange — the basis for both of those vehicles' Public Non-Traded status. Spanish market terminology draws the line differently: Cotizada, meaning listed, is the legal definition of being a public company, with no separate category for a public-but-unlisted issuer. A SOCIMI seeking Spain's 0% corporate tax rate must therefore list on a regulated market; there is no unlisted path to the same tax outcome that Canada's and the United States' flow-through structures use.

Technical listing and settlement arrangements

To meet this statutory listing mandate, the Spain vehicle is planned to pursue a technical listing on the Portfolio Stock Exchange (PSE), consistent with the Four-Jurisdiction Framework. The intent is a technical listing: admission sufficient to satisfy the legal requirement to be Cotizada, without the trading volume and price volatility of a fully liquid public market. Once listed, the vehicle's units are intended to trade by electronic matching on the exchange, subject to an admission protocol governing how units enter and transfer on the platform — the Spain vehicle's parallel to the transfer-certificate mechanisms used in Woodfine's other jurisdictions. Settlement is planned to run through Iberclear, Spain's central securities depositary, the same depositary named in the Four-Jurisdiction Framework. Continuous disclosure is intended to be filed with the Comisión Nacional del Mercado de Valores (CNMV) through its Sede Electrónica filing system once the vehicle is established and registered.

Administrator and governance

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

Professional Centres Spain SOCIMI is not yet a formed legal entity. No Administrator has been appointed, no Investment Units exist, and no capital has been raised. The €250 million target is a planning figure, not a commitment or a current valuation. This is not an active offering: no units are available for subscription in any jurisdiction. The vehicle is not yet listed on any exchange and is not yet a Regulated Reporting Entity under Spanish securities law. Every mechanism described above — the technical listing, the settlement arrangements, the Administrator structure — describes an intended design, subject to change as Spanish regulatory registration and the capital raise progress.

See also

• Direct-hold framework — the general Direct-Hold legal-isolation architecture this SOCIMI is planned to instantiate
• Four-jurisdiction framework — the multi-jurisdiction deployment this vehicle operates within
• Professional Centres Canada LP — Direct-Hold Solution Structure — the established Canada vehicle, structured under the limited-partnership form this SOCIMI does not use
• About risks — risk disclosure, including regulatory and compliance risk