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Investment Memorandum
Investment Proposal
Futuro Agrate Ltd / Platani S.r.l.
Controlled Land Development Investment Opportunity
Agrate Conturbia, Piemonte, Italy ~212 hectares (incl. castle)
01 · Investment Thesis
Investment Thesis
Futuro Agrate is a land development investment in a large-scale estate in Northern Italy, creating value through:
Consolidation of the land asset
Approval of the master plan
Securing building permits
Sale of permitted land / execution of development
The proposed land-project exit does not require the investor to take vertical construction risk; transaction terms remain subject to due diligence and definitive agreements.
02 · Corporate Structure
Corporate Structure
Futuro Agrate Ltd
United Kingdom
Project holding company. UK law — corporate control.
Platani S.r.l.
Italy
Land-owning company. Italian law — the land asset.
Holding Company
Land Owning SPV
Development Platform
03 · Land Asset
Land Asset
Land bank
~215.3 ha
Piemonte, Northern Italy
Indicative arithmetic
~212 ha
215.3 ha less proposed ~3.3 ha dedication; not verified net developable area
Castle + land
12 ha
Reconstruction of 7,000 m²
Interactive rights map
Area structure and starting build rights
Hover or tap a parcel to see its land area and prospective (conditional) build rights.
Starting total
22,000 sqm
prospective build rights (conditional)
Prospective build rights (conditional), sqm22,000 sqm total
Platani S.r.l. · stated rights, under verification8,000 sqm · 36%
3.3 ha parcel · transferable rights7,000 sqm · 32%
Castle + 12 ha · reconstruction design, subject to acquisition7,000 sqm · 32%
Three sources of rights add up to 22,000 sqm of starting volume. Target volume after master planning — 62,000 sqm.
Target volume
62,000 m²
Including castle reconstruction of 7,000 m²
Phase 1 (start)
8,000 m²
Hotel 3,000 m² + villas
Agrate Conturbia & Divignano · Lake Maggiore and Lake Orta district
04 · Investor Entry
Investor Entry Terms
Total commitment — €20M: acquisition of a controlling interest in Futuro Agrate Ltd plus project financing for asset consolidation.
51%
Controlling interest
€3M
Price for Futuro Agrate Ltd shares
€17M
Project financing
Secured facility
100% share pledge + land
€20M
Total
Total commitment
Equity + financing facility
05 · Share Transfer & Control
Share Transfer & Control
Proposed governance terms include:
51% interest in Futuro Agrate Ltd
Board and reserved-matter rights
Financial controls defined in definitive agreements
Timing to be agreed
The timing and conditions of the 51% transfer and payment are to be agreed in the definitive documentation.
No automatic milestone or fixed transfer timing is stated
06 · Use of Funds — €17M Facility
Project Financing
Facility size
€17M
Secured project financing
Acquisition of Platani S.r.l.stated 8,000 m² core rights, subject to documentary verification
€10M3 ha parcel with transferable rights7,000 m²
€2MCastle + 12 ha of land7,000 m² for reconstruction, design in place
€3MProject preparation (master plan, DD, infrastructure)
€2MProspective combined rights (conditional)22,000 m²
Security package
Proposed pledge over Futuro Agrate Ltd shares
Proposed pledge over Platani S.r.l. shares after acquisition
Proposed mortgage over the target ~215.3 ha perimeter
Ranking and perfection subject to DD and definitive agreements
07 · Investment Process
Investment Process
01
Stage 1
Due Diligence
Budget €120k · legal, corporate, financial and technical DD · ~1.5 months
02
Stage 2
Reservation Deposits
€240k (€140k Platani + €100k for the 3 ha parcel) — payable to Futuro Agrate Ltd
03
Stage 3
Closing & Consolidation
Transfer of 51% of shares, drawdown of the €17M facility, consolidation of Platani + land + castle
04
Stage 4
Master Plan & Phase 1
€2M — master plan, permits, infrastructure, launch of Phase 1 (8,000 m²)
08 · Distribution Waterfall
Distribution Waterfall
1
Step 1
Repayment of senior secured facility principal
2
Step 2
Payment of accrued interest and fees on the facility
3
Step 3
Repayment of agreed additional advances
4
Step 4
Payment of applicable liabilities and taxes
5
Step 5
Residual equity distributions under definitive terms
09 · Modelled land exit
Primary Exit — Land Project Sale
Gross land-project sale value
€50–70M
Base case €60M; not a received offer
Target horizon
24–36
24–36 months; starting event to be defined
Investor net return
TBD
Not stated until a full agreed cash model exists
Proposed waterfall: debt principal → accrued interest and fees → agreed additional advances → applicable liabilities and taxes → residual equity distributions under definitive terms.
Downside
€50M
Lower end of the modelled gross land-sale range; slower planning timetable
Base case
€60M
Base gross land-project sale value; not investor profit
Upside
€70M
Upper end of the modelled gross land-sale range; faster planning outcome
The 24–36 month target requires a starting event to be agreed in the definitive timetable.
Sensitivity note: the multiples and amounts shown result from financial modelling under explicitly stated assumptions (sales prices, timing of planning consents, construction costs, cost of financing). A change in any assumption affects the outcome non-linearly. Downside / Base / Upside are modelled scenarios, not a forecast, offer or promise of return. Past and modelled figures do not indicate future results; capital is at risk.
10 · Alternative modelled scenario
Early Exit — Land Sale
Sale of permitted land
Permitted volume
62,000 m²
Target permitted volume (incl. castle 7,000 m²)
Land value range
€50M – €70M
Indicative modelled range; not derived automatically from construction GDV
Horizon
24–36
Without taking construction risk
Gross land-project sale scenarios
Downside€50M
Modelled gross sale value
Base case€60M
Modelled gross sale value
Upside€70M
Modelled gross sale value
No investor MOIC or net return is stated without an agreed waterfall and full cash model.
Sensitivity note: the multiples and amounts shown result from financial modelling under explicitly stated assumptions (sales prices, timing of planning consents, construction costs, cost of financing). A change in any assumption affects the outcome non-linearly. Downside / Base / Upside are modelled scenarios, not a forecast, offer or promise of return. Past and modelled figures do not indicate future results; capital is at risk.
11 · Long-term model: 250,000 m²
Full Territory Scenario
Illustrative long-term scenario for the development of the entire territory. Dependent on obtaining planning rights for Phases 2–4, market conditions over 7–10 years and access to capital. The figures below are model estimates, not a forecast or an expected return.
GDV (model estimate)
≈ €1.14B
assuming 250,000 m² developed
Estimated land value
€205M – €285M
with a full permit package
Phase 1 (62k m²)
62,000 m²
Target approval volume for the base land exit
Phases 2–4 (beyond Phase 1)
250,000 m²
Part of the 250,000 m² long-term concept, outside the base land exit
Investor return
Not modelled
Not derived from the construction vision
Sensitivity note: the multiples and amounts shown result from financial modelling under explicitly stated assumptions (sales prices, timing of planning consents, construction costs, cost of financing). A change in any assumption affects the outcome non-linearly. Downside / Base / Upside are modelled scenarios, not a forecast, offer or promise of return. Past and modelled figures do not indicate future results; capital is at risk.
12 · Investment Logic
Investment Logic
Secured credit position: loan repayment ranks ahead of equity
Timing and conditions of the 51% transfer remain to be agreed
Contractual interest on the loan is an SPV obligation, not a return guarantee
Proposed security remains subject to DD, documentation and perfection
Planning upside dependent on obtaining permits
Several independent exit routes, including an early exit
Land Banking → Planning Gain → Controlled Development
All figures in this document are modelled scenarios based on the stated assumptions. They are not a forecast, offer, promise or guarantee of return; actual results may differ materially and invested capital may be partially or entirely lost.
Sensitivity note: the multiples and amounts shown result from financial modelling under explicitly stated assumptions (sales prices, timing of planning consents, construction costs, cost of financing). A change in any assumption affects the outcome non-linearly. Downside / Base / Upside are modelled scenarios, not a forecast, offer or promise of return. Past and modelled figures do not indicate future results; capital is at risk.
Investment model
We acquire the land. We secure the permits. We sell the prepared project to developers.
Futuro Agrate acquires and consolidates land assets, prepares the territory masterplan, secures the required approvals, defines the infrastructure obligations and sells prepared plots — or the whole land project — to developers and operators. Villas, the hotel, wellness and education facilities are later phases delivered by separate parties under separate financing.
asset acquisitionownership consolidationapprovalssale of the prepared projectreturn of investor capital
The current stage is asset consolidation and permitting preparation. The actual status of the acquisitions and registrations is verified in due diligence; the supporting documents are made available in the data room.
€20M
total investor commitment
≈215 ha
planned land perimeter
62,000 m²
target approved building volume
€50–70M
modelled sale value of the land project
24–36 months
target exit horizon; the starting event is to be agreed
Target scenario. Subject to completion of the acquisitions, receipt of permits, actual costs and sale terms. This is not a received buyer offer and not a guarantee of outcome.
Budget: where the money goes
| Use of funds | Amount |
|---|---|
| Acquisition of Platani S.r.l., settlement of the liabilities provided for in the transaction, consolidation of the core asset | €10M |
| Plot of approx. 3.3 ha with 7,000 m² of transferable building rights | €2M |
| Historic castle with approx. 12 ha of grounds and approx. 7,000 m² of reconstruction volume | €3M |
| Masterplan, design, technical and environmental studies, legal work, approvals | €2M |
| Total project loan | €17M |
| Investor acquisition of 51% in Futuro Agrate Ltd | €3M |
| Total commitment | €20M |
- ◆The €3M for the stake is the price of participation in the company, not an additional construction budget.
- ◆€20M is not the full cost of delivering the entire complex.
- ◆Infrastructure costs, municipal obligations, taxes, loan interest and contingency require confirmation by project documentation and are not claimed to be already included in the €2M preparation budget.
Stages and cash events
Due diligence
- Timing or condition
- approx. 1.5 months
- Action
- Legal, financial, technical and planning review of the assets
- Spend
- €120k review budget; security payments of €140k (Platani) and €100k (additional plot)
- Result or inflow
- Confirmation of asset composition, rights and liabilities
Acquisition
- Timing or condition
- after positive due diligence and satisfaction of closing conditions
- Action
- Purchase of the assets, settlement of agreed liabilities, perfection of title and security
- Spend
- €15M per the acquisition budget
- Result or inflow
- Consolidated land perimeter held by the project companies
Preparation
- Timing or condition
- per the approvals schedule
- Action
- Territory masterplan, approvals, registration of additional rights, preparation of plots for handover to buyers
- Spend
- €2M project preparation
- Result or inflow
- Target approved volume of 62,000 m²
First inflow
- Timing or condition
- per the terms of the developer contract
- Action
- Planned sale to a developer of a starter plot for approx. 8,000 m² of construction
- Spend
- —
- Result or inflow
- Indicative €5–6M; the contract may provide for deferral, and loan repayment follows actual receipt of payments
Main exit
- Timing or condition
- target horizon of 24–36 months with a starting event to be agreed
- Action
- Sale of the approved land project in whole or in parts
- Spend
- —
- Result or inflow
- Modelled range €50–70M, base case €60M
- ◆Security payments and the review budget are not automatically added on top of the €20M: their treatment follows the transaction documents and is not documented at this time.
- ◆No calendar closing date and no date for the first payment have been fixed.
- ◆Signing a contract is not equivalent to receiving the full price.
- ◆No double counting: once the starter plot is sold, the value of the remaining asset is recalculated — the €5–6M early sale is not added to the full value of the same perimeter.
When the investor receives money
The sequence separates four distinct events. Signing a contract, receiving cash and paying the investor are not the same thing.
1. Signing of the sale contract
- Trigger condition
- Execution of a contract with a buyer of a plot or of the project. No agreed date exists.
- What the investor receives
- No payment. A contractual claim to the price arises.
2. Actual receipt of payments
- Trigger condition
- Payment by the buyer: deposit on signing, balance per schedule; the contract may provide for deferral and instalments.
- What the investor receives
- No payment until funds are credited to the project company.
3. Repayment of loan and interest
- Trigger condition
- As and when funds are actually received, on a priority basis.
- What the investor receives
- Repayment of the €17M principal plus accrued interest and fees.
4. Distribution of remaining funds
- Trigger condition
- After full loan repayment and settlement of liabilities, taxes and mandatory payments.
- What the investor receives
- A share of the residual in line with the 51% holding and the agreed distribution order.
- ◆Trigger for the first inflow: a signed sale contract for the starter plot and actual payment by the buyer of the agreed first tranche. No calendar date is agreed and none is stated here.
- ◆Interest, fees, agreed additional advances, taxes and operating obligations are accounted for before the distributable residual is calculated.
- ◆The distribution waterfall and the resulting return are fixed by the final transaction documentation.
Status of assets and rights
Rights are separated by status. All figures are stated figures subject to documentary verification in due diligence; none of them is presented as a confirmed permit.
- Stated rights at the core asset (subject to verification)
- 8,000 m² of new construction
- Castle rights — on completing the acquisition and verification
- 7,000 m² of castle reconstruction; no separate exit value, cost or timeline is established
- Transferable rights — on conditions, transfer and registration
- 7,000 m² from the approx. 3.3 ha plot
- Total prospective conditional rights
- 22,000 m²
- Total target volume subject to approvals
- up to 62,000 m² in total, including the castle reconstruction
- ◆The 62,000 m² target is not already permitted: it is achieved through the approvals process.
- ◆250,000 m² is a long-term development perspective only and is not included in the base exit scenario.
- ◆The land perimeter is counted once: the castle grounds are part of the approx. 215 ha total and are not added again.
Investor participation terms
- ◆The proposed funding is a €17M secured project loan, with a proposed pledge over the shares of the project companies and over the land assets; security, ranking and perfection are subject to legal due diligence and the definitive documentation.
- ◆Separately, the investor acquires 51% of Futuro Agrate Ltd for €3M.
- ◆The timing and conditions of both the transfer and the payment of the 51% are to be agreed and will be fixed in the definitive documentation; no trigger or automatic event is agreed or represented here.
- ◆The settlement separates: gross sale proceeds, repayment of loan principal, interest and fees, distributable funds, and the investor’s own profit.
A precise investor return is not published until the distribution waterfall and a full cash calculation are agreed. Refinancing is shown as a possible source of loan repayment and requires a decision by a new lender.
Illustrative scenario of subsequent construction
€282M
scenario revenue
€155M
scenario costs (62,000 m² × €2,500/m²)
€127M
difference between revenue and construction costs
This scenario is outside the land project: it requires separate financing and carries construction and commercial risk. Without confirmation of the full cost base, €127M is not net profit, and no guaranteed return on the initial €20M is derived from it.
Evidence standard: what is fact, what is model, what is ambition
Every material statement in this proposal is classified below by the strength of its evidence and carries a named source and a date. Nothing is presented as fact unless it can be verified against a document.
Market data
Third-party statistics and benchmarks. Attributed to the issuing body with its publication date; not produced by Futuro Agrate.
Residential transaction price bands for the Novara province and the Lake Maggiore belt are published semi-annually and are used as the external reference for the model’s pricing inputs.
- As at:
Third-party sourcePopulation, household formation and internal migration series for Lombardy and Piedmont are the demographic basis for demand statements on these pages.
- As at:
Third-party sourceItaly’s flat-tax regime for new residents and the investor visa framework are set by primary legislation and administered by the tax authority; terms and thresholds are subject to change by law.
- As at:
Third-party source
Expert opinion
Professional judgement of named advisers. Opinion is not valuation, appraisal or assurance.
Masterplan 2026 — zoning, density distribution and six-phase sequencing — represents the professional judgement of the project’s planning and architecture team. It is a design position, not a valuation or a planning consent.
- Source:
- Futuro Agrate planning and architecture team
- As at:
Independent verification pendingThe debt-first sequencing (principal, then accrued interest, then advances, then equity) reflects counsel’s structuring view on lender protection; it does not constitute legal or tax advice to any recipient.
- Source:
- Transaction counsel to Futuro Agrate Ltd
- As at:
Independent verification pending
Scenarios
Downside, base and upside cases produced by the internal financial model under stated assumptions. Outputs change when assumptions change.
Phase 1 is modelled in downside, base and upside cases across construction cost, sales price and absorption. The illustrative base case assumes an average build cost of €2,500/m² and an average sales price of €6,500/m².
- Source:
- Futuro Agrate internal financial model (v2026.1)
- As at:
Model outputThe modelled gross land-project sale range is €50–70M (base €60M). The proposed waterfall applies proceeds to debt principal, accrued interest and fees, agreed additional advances, applicable liabilities and taxes, then residual equity distributions under definitive terms.
- Source:
- Futuro Agrate internal financial model (v2026.1)
- As at:
Model output
Forecasts
Forward-looking estimates of timing, absorption and pricing. Not a promise, guarantee or projection of returns.
Progression from the prospective conditional 22,000 m² combination toward the 62,000 m² target programme depends on acquisitions, verification, transfer, registration and the planning process. Timing remains to be agreed and is not a contractual commitment.
- Source:
- Futuro Agrate development programme, Masterplan 2026
- As at:
Model outputAbsorption of residential and serviced product is forecast from regional demand and comparable schemes. Forecasts are estimates, not commitments, and carry no assurance of price or velocity.
- Source:
- Futuro Agrate internal financial model (v2026.1), calibrated to ISTAT and OMI series
- As at:
Model output
Project ambition
The long-term intent of the developer. Ambition is neither permitted, financed nor underwritten at the date shown.
Total territory of 215.3 ha, of which approximately 212 ha is indicative arithmetic after the proposed 3.3 ha dedication (not a verified net developable area), assembled across Platani S.r.l. and adjacent parcels at Agrate Conturbia (Novara, Piedmont).
- Source:
- Futuro Agrate project materials — subject to title and area verification in due diligence
- As at:
Independent verification pendingProject-stated rights: 8,000 m² at the core asset subject to documentary verification; 7,000 m² at the castle conditional on acquisition and verification; and 7,000 m² transferable subject to municipal conditions, transfer and registration. The prospective combined 22,000 m² is conditional.
- Source:
- Futuro Agrate project materials — underlying title, permit and transfer documents not independently verified here
- As at:
Independent verification pendingProposed €17,000,000 project loan plus a proposed €3,000,000 purchase of 51% of Futuro Agrate Ltd. Security, ranking and perfection are subject to due diligence and definitive agreements; transfer timing remains to be agreed.
- Source:
- Futuro Agrate proposed commercial terms — definitive agreements not verified here
- As at:
Independent verification pendingA perspective build-out of approximately 250,000 m² GFA across the full 215.3 ha over the project’s long-term horizon. This volume is not permitted, not financed and not underwritten today.
- Source:
- Futuro Agrate Masterplan 2026 — perspective scenario
- As at:
Independent verification pendingThe intent is a single walkable estate combining residences, hospitality, wellness, sport, nature and everyday services under one long-term management structure.
- Source:
- Futuro Agrate Ltd — development vision
- As at:
Independent verification pending
Legal Notice & Disclaimers
This document is provided for information purposes only to prospective qualified investors as a preliminary overview of the project. It does not constitute a public offer, solicitation, investment recommendation, or financial, legal or tax advice, and creates no binding obligation between the parties.
Status of rights and permits
The stated 8,000 sqm of core-asset rights remains subject to documentary verification. A further 7,000 sqm at the castle depends on acquisition and verification, while 7,000 sqm of transferable rights depends on municipal conditions, transfer and registration. Accordingly, ~22,000 sqm is a prospective conditional combination, not all currently confirmed or owned rights. ~62,000 sqm is the target approval volume.
Status of assets and transactions
The acquisition and consolidation of Platani S.r.l., the 3.3-ha parcel and the castle estate are described as proposed transactions, subject to due diligence and definitive documentation. These materials do not verify title status, the presence or absence of encumbrances, or completion of those transactions.
Forward-looking figures
€50–70M is a modelled gross land-project sale range (base €60M), not a received offer or investor net profit. The 24–36 month target requires an agreed starting event. In a separate construction scenario, €282M less €155M equals a €127M gross difference before other costs; it is not net profit or an investor return.
Transaction structure
The described structure (Futuro Agrate Ltd SPV, €17M secured facility, acquisition of 51% for €3M, share pledges and mortgages) reflects the parties’ intentions and remains subject to finalisation in legally binding documentation following DD. Terms may change based on negotiations, regulatory and tax considerations.
Recipient restrictions
These materials are intended solely for professional / qualified investors under the laws of the recipient’s jurisdiction. Distribution to the general public, retail investors, or in jurisdictions where such offer would be unlawful is not permitted.
Before making any investment decision, the recipient must conduct independent due diligence and consult qualified legal, tax and financial advisors. Real estate development investments involve significant risks, including the possible total loss of invested capital.