Chapter 11 of 12 in The FracHaus Guide to Property Development

How a project is structured

One project, one company, and why investors get paid before we do.

Structures are where good intentions either become enforceable or evaporate. So here is ours, in plain English, with the jargon translated as we go.

Chapter 11 of the FracHaus property development guide, how a project is structured, shown as a page beside its illustration

One project, one company

Each FracHaus project is owned by its own special purpose vehicle, an SPV: a company created for that project and nothing else. Your investment relates to one identified project with its own feasibility, its own bank facility and its own accounts. It is not a fund, and your money is not mixed with other projects. If you invest in the Smith Street project, you hold shares in the Smith Street company, full stop. Ring-fencing also works in reverse: one project’s issues cannot reach into another project’s assets.

Preference shares: the queue, drawn honestly

Inside the SPV there are two classes of shares. Investors subscribe for preference shares. Michael and Peter, as the directors driving the project, hold the ordinary shares. The word preference means exactly what it says: a preferred position in the payment queue. When the project completes and the money flows, the order is fixed:

Read step three again, because it is the entire alignment mechanism. If a project underperforms, the shortfall lands on our shares before it touches yours. We stand last in the queue on purpose. It is the cheapest trust-building exercise we know, and unlike marketing, it is legally binding.

How the risk is managed, and what we cannot promise

Everything from chapter 9 applies inside our projects too, managed the professional way: conservative feasibilities stress-tested before we commit, sites bought at residual value or not at all, fixed-price building contracts with vetted builders, genuine contingencies, and gearing kept deliberately below the maximum a lender would allow.

What we cannot do, and will never claim to do, is remove market risk or guarantee a return. The margin is a buffer, the structure is an alignment, and the waterfall is a queue. None of them repeals the property cycle. Anyone who tells you otherwise is selling something, and it is not education.

Why we keep the community small

We deliberately work with a small number of investors on each project, no more than 20 in any year, rather than opening projects to the public. We would rather do a few things properly, with people we have taken the time to know. It is why this guide teaches with historical examples instead of promoting live projects, and why each project involves only a handful of investors who receive full documentation and time for their own due diligence. The community is simply how we get to know the people we work with, honestly and in the open. Our full position is set out in the important disclosures.

Questions people ask about this

What is an SPV in property development?

An SPV is a special purpose vehicle, a company created for one project and nothing else. Each FracHaus project is owned by its own SPV, with its own feasibility, its own bank facility and its own accounts. It is not a fund and money is not mixed between projects. Ring-fencing also works in reverse, so one project's issues cannot reach into another project's assets.

What are preference shares in a development project?

Inside the project company there are two share classes. Investors subscribe for preference shares, and the directors driving the project hold ordinary shares. Preference means a preferred position in the payment queue: when the project completes, senior debt is repaid first, then preference shareholders receive their capital plus their preferred return in full, and only then do the ordinary shareholders receive any profit.

Why do you only work with a small number of investors?

Because we co-invest in every project and carry the bank debt ourselves, we keep each one small and work with a limited number of people, no more than 20 in a year. We would rather do a few projects properly, with investors we have taken the time to know, than open the door to everyone. It is why this guide teaches with historical examples rather than promoting live projects.

Can a developer guarantee a return?

No, and anyone who says otherwise is selling something. A margin is a buffer, a preference-share structure is an alignment, and a payment waterfall is a queue. None of them repeals the property cycle or removes market risk.

Your next step

You now know more structure than most investors ever ask about

Which is exactly the kind of investor we want in the community.

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