OWNER-LED EXIT · BEFORE, ON AND AFTER 7 JUNE 2018
The owners worked through successive and overlapping banking, investment and bridge-finance routes to settle LPB’s liabilities and restore professional hotel operation with ONA. Gil Marer’s position is direct: the funded exit was fully in place and the adverse parties sabotaged it. The records below show the arrangements, what each participant reported, and where execution depended on access, preservation, debt certification and a coordinated closing.
By 12 June 2018 the package combined signed ONA operating documents, Cuatrecasas due diligence, an ECO valuation, staged security, the ONA-arranged Stoneweg/Varia lender-issued Oferta Vinculante Condicionada and the documented Elaia/Lagune EUR 26m downside route. The next day that integrated package was taken to the Las Palmas judge and then the Insolvency Administrator. In September the parties worked toward exit through payment or consignation to all creditors, and in 2019 Clubotel sought personation. Conditions remained for transaction completion; the package cannot accurately be reduced to an abstract, merely embryonic or LPB-adverse possibility.
The financing effort continued across the possession change. Reading only the events of 7 June hides the work already done and the further routes pursued afterwards. ONA supplied the operating anchor within an owner-led effort; external funding was pursued through several routes.
| Period | Owners’ finance and exit work | Access, control and procedural setting |
|---|---|---|
| 2015 → January 2018 | A 2015 framework draft proposed debt acquisition, additional finance and lender-controlled drawdown. A translated May 2017 bank letter expressed interest in studying a secured loan. The January 2018 Frux/Rinkelberg term sheet already contemplated interim security and an LPB mortgage after exit. January correspondence reported two offers. These were not all executed facilities. | The January correspondence describes concern about paying without certainty over the court’s conclusion of the proceeding. This concern arose before the June possession change. |
| February → May 2018 | Investor visits, valuation and due diligence accompanied further banking and investment work. April and May correspondence records additional fund routes alongside the developing ONA operating package. | On 5 February, the project’s lawyer reported that access for Gil and Patricia had been refused while an investor visit was being arranged. Later access and information requests need to be assessed with the administrator’s replies, rather than described as unanswered in every instance. |
| 5–6 June 2018 | The 5 June correspondence reported term sheets from several funds already in hand. Daniel’s proposed coordination role followed on 6 June. Clubotel’s hotel-industry lease and its annex were signed on 6 June. | This is the pre-takeover record. Later June offers and the August execution must not be backdated into what was signed by the end of 6 June. |
| 7 June 2018 | The owners’ exit work did not stop. Daniel’s retainer was signed by Aweswell on 8 June, continuing the legal coordination already discussed. | The possession and exclusion events are documented in the separate 7 June dossier. Gil alleges they impaired the very asset, operation and access on which the funded exit depended. |
| 12–13 June 2018 | The preferred lender route, alternative fund discussions and interim-security negotiations ran alongside each other. Daniel reported separate meetings with the judge and administrator on 13 June to explain the payment/consignation route. | Daniel’s first-person account establishes what he reported, including the need for coordinated court and administrator action. It is not itself a court order or a disbursement record. |
| August → September 2018 | The 1 August Binding Term Sheet has a fully executed copy and a later signed exclusivity extension. On 12 September Daniel reported telling the judge that financing was approved. On 26 September he reported a joint meeting with judge, administrator and counsel. | Debt quantification, the pending appeal and the sequence for payment and conclusion remained central. Different stages of approval and execution must retain their own dates. |
| November → December 2018 | The objective remained payment and exit. On 24 December Daniel warned that selling common elements separately would undermine both repayment and a future sale. | His assessment that the administrator and creditor were blocking a solution is attributed to him. Intent, causation and individual responsibility require the underlying acts and decisions. |
| 2019 and subsequent work | Further routes included a proposed bank guarantee in March, a lender-controlled blocked-account/security-agency structure in October, and additional lender approaches. These show sustained alternatives, not multiple completed loans. | The record includes legal-risk concerns, a lender’s loan-to-value constraint and another fund’s portfolio wind-down. Each belongs to its own route and date. |
| 2021 → January 2022 | Later owner proposals continued phased finance, share pledges, controlled funds and alternative operator, sale or refinancing exits. January 2022 terms remained an explicit draft with placeholders. | This documents continued structuring after 2019. Named financiers or agents in a draft do not establish their acceptance, nor that a new facility closed. |
| 2–7 March 2023 | A further financier’s direct replies show that funding discussions continued into 2023. Its committee declined to proceed in the circumstances described. | The financier expressly identified insufficient legal certainty, recovery of possession, timing and the asset’s condition. Its follow-up addressed third-party title, judicial restoration before the contemplated mortgage and receivables security, and the delay before operation could resume. These are that financier’s stated reasons. |
A mortgage scheduled after LPB’s exit does not mean that the lender was meant to release money unsecured. The January term sheet and June correspondence describe security available before or during closing, followed by the LPB mortgage. This is a sequence of linked steps, with different safeguards in different proposals.
The proposals included pledges over Aweswell and relevant group-company shares, guarantees, receivables and unencumbered assets outside LPB’s estate. Gil states that the Aweswell shares were and remain available to pledge; present availability requires current title and encumbrance evidence.
Agreed documentation would coordinate drawdown or controlled funds with payment or consignation of the definitive debt, the necessary releases and the steps toward conclusion. Later proposals used a bank guarantee or lender-controlled blocked account; these are distinct dated mechanisms.
Once payment, releases and the necessary court steps allowed it, the lender would receive the contemplated first-ranking mortgage over the specified LPB assets. The precise package depended on the route and final closing documents.
The record supports a secured, staged transaction design. It does not establish that every proposed security was perfected, every condition fulfilled or a loan actually drawn. A later lender’s insistence on a day-one mortgage must not overwrite the different interim-security route discussed in June.
Calling the entire hotel, or its entire operating business, “in insolvency” solely because LPB was in Proceeding 36/2012 is false and misleading. The relevant questions are which legal person was the debtor, which assets and rights it owned, and who held the separate operating rights.
Luchy Playa Blanca, S.L.U. (LPB) was the named corporate debtor. Its estate comprised its own assets and rights, subject to the applicable estate and title rules.
LPB owned substantial hotel assets, but not all of them. Matkator and other owners’ property cannot be silently treated as LPB property. Even the administrator’s July 2019 opposition described LPB as owning 159 of 220 units in the stated perimeter. In its February 2021 pleading, CAM itself distinguished its 54 apartments from LPB’s apartments, which it said it did not yet own.
Ownership of units, common-property governance and the hotel’s operating business are different legal and factual layers. An order concerning LPB assets does not, merely by that description, establish title to every hotel asset or the whole operation.
The 159/220 figure belongs to the July 2019 document and its perimeter. It must not be combined with the later 190/54/18 schedule or converted into a 2018 percentage of area, value, votes or operating ownership. The administrator’s adverse filing also opposed Clubotel’s standing and disputed its offer and solvency. CAM’s February 2021 pleading said its 2018 internal works concerned its own units and attributed shared-area measures to community decisions. These are opposing positions, not findings that the disputed conduct was lawful. A deliberate change of position must be demonstrated through specific paired statements; it is not assumed here.
Gil’s case is that interference, loss of access and ineffective protection drove funders away from a viable, attractive hotel. The January and February record, later legal-risk feedback and Daniel’s December warning support examining that causal chain. The documents do not establish that every financier declined solely for that reason. November 2019 feedback also records a principal loan-to-value constraint, and December feedback identifies a fund’s planned portfolio wind-down. Those commercial explanations are part of the evidence, not proof that the underlying hotel was unviable. Direct financier replies on 2 and 7 March 2023 provide particularly clear evidence of legal-certainty and possession concerns in a further route. Read the source status.
This 9 September 2026 reader brings together native correspondence, inspected attachments, signed instruments and opposing filings. Public summaries use opaque source references; the private custody record retains the original locators. The scan covered several accounts and Drive sources but did not exhaust every broad search or attachment.
PD-OE-SRC-20230307Committee decision and follow-up identify legal certainty, possession recovery, title, security implementation and operational timing as obstacles. Direct counterparty evidence for this route, not a general explanation for every financing decision.
PD-OE-SRC-20180115Twelve-page original inspected. Pages 7–9 address tourist use, unitary exploitation and 159/220 units; pages 5 and 11 address exclusions sought for succession, liabilities and occupation. These are the offeror’s terms and assertions.
PD-OE-SRC-2015Debt acquisition, additional funding, lender-controlled drawdown and extra security. Counterparty and other placeholders remain; preparatory structuring, not a commitment.
PD-OE-SRC-20210216The text is dated 16 February; the preserved file label says 15 February. CAM distinguishes its 54 units from the LPB units it says it did not yet own, and gives its own account of works and shared-area measures.
PD-OE-SRC-20220110Continued staged finance and security design. No lender acceptance or completed transaction is established by these drafts.
PD-OE-SRC-20170512Interest in studying finance; not a lending authorisation.
PD-OE-SRC-20180118Preliminary and nonbinding. Interim security and an LPB mortgage upon exit. Frux/Rinkelberg is one channel, not two independent facilities.
PD-OE-SRC-20180123Two offers and concern about the payment/conclusion sequence reported by the project side; not independent verification of two closed loans.
PD-OE-SRC-20180205Lawyer’s report of restricted owner access in the context of a planned investor visit, and the project side’s distinction between LPB property and other hotel assets.
PD-OE-SRC-20180605Several fund term sheets reported as already held; legal coordination discussed; Clubotel lease and annex signed.
PD-OE-SRC-20180612Interim pledges, guarantees and non-estate collateral; later mortgage; preferred and alternative finance routes.
PD-OE-SRC-20180801Fully executed Binding Term Sheet, transmitted in September, and signed exclusivity extension. A term sheet is not proof of drawdown.
PD-OE-SRC-20190321Proposed bank-guarantee mechanism linked to conclusion; no executed guarantee established by this item.
PD-OE-SRC-20190710LPB’s stated 159/220 ownership perimeter, alongside opposition to Clubotel’s position.
PD-OE-SRC-20191003Controlled bank accounts and pre-/post-closing security structure; proposal rather than lender commitment.
PD-OE-SRC-20191112Different replies cite legal complexity, loan-to-value constraints and portfolio wind-down. No single explanation is substituted for all three.
Source corrections, 9 September 2026: the fully executed August term sheet corrects the earlier incomplete-signature description. The signed Clubotel annex preserved effect from signature while making the hotel letting subject to the stated conditions; describing the entire contract as without effect was too broad. The 28 September extension concerned exclusivity, not every financing term or availability. Existing source chronology and contrary positions remain available below.
19 APRIL 2018 → 2019 · UNITARY RECORD
The complete reading joins four blocks that could previously appear separate: the access sought by Carlos Sanz from the Insolvency Administrator; the pre-7-June operating and finance package; the September work to pay or consign all creditors; and Clubotel's later personation through Daniel Irigoyen.
This page does not present every professional as co-signing one declaration. Gil Marer adopts his interpretation. The words and acts of ONA, Carlos Sanz, Daniel Irigoyen, Cuatrecasas and others are attributed individually to their documents and capacities.
GIL MARER’S DIRECT ATTRIBUTION · SECURITY PACKAGE
Gil Marer says Aweswell had performed or could perform every condition within its control. He alleges that the decisive operative inputs depended on third parties and the insolvency/judicial sphere: preserving the asset and its operation, retaining access for due diligence and valuation, fixing/certifying the debt, permitting deposit and exit, preserving collateral and formalising staged security. Gil attributes to the five private actors, the creditor in material possession and the acts and omissions of the insolvency administrator and Judge a coercive parallel-governance and asset-control mechanism that degraded or blocked that package so the debtor could not pay or refinance the debt.
On that attribution, the ONA instrument’s suspensive conditions were not isolated Aweswell promises left unperformed: deposit, approval/operating perimeter and operator activation depended on finance, the insolvency debt certificate/authority, court action, asset access and cooperation or non-obstruction from the adverse perimeter.
Immediate proof boundary. This is Gil’s direct causal and criminal attribution—not a judicial finding or an established organised-crime label. The documents verify staged security and a multi-route architecture but retain lender/counterparty conditions and third-party approvals. ONA/Clubotel was signed; the 1 August Ben Oldman Binding Term Sheet is available in a fully executed copy, distinct from the earlier incomplete-signature variant; Lagune signed its nonbinding LOI while seller/Elaia acceptance blocks remain blank. A condition-by-condition ledger is needed to prove what was satisfied, ready, prevented, waived or pending and who caused each blockage.
WHAT THE PACKAGE ACTUALLY WAS
A hotel-industry lease and suspensive annex were signed on 6 June 2018 by the Sun Park Owners’ Community and Clubotel La Dorada. ONA was the intended operator, not a funder. The signed annex preserved contractual effect from signature while making the hotel letting subject to sufficient funds being deposited in Concurso 36/2012 and the required owner approval, with a 31 May 2019 deadline subject to the annex’s extension provisions.
The package included Cuatrecasas due diligence and an ECO valuation presented in the transaction at approximately EUR 25.6 million. That does not turn every commercial assumption into a legal fact, but it does show that the project had moved well beyond an embryonic idea.
The structure sought financing sufficient to pay the recognised final insolvency debt, conclude the proceeding and then create the property security appropriate to the post-exit stage. A fully executed 1 August 2018 Binding Term Sheet confirms that contemplated sequence; it was not itself a facility agreement or proof of drawdown.
SECURITY IN STAGES
The contemporaneous documents distinguish between the security available while LPB remained within the insolvency/liquidation process and the security that could be created once LPB recovered ordinary corporate capacity.
Provisional/interim security over shares, available assets, credit rights, corporate guarantees and elements linked to the hotel-operation agreement.
The finance route required documentation, due diligence, valuation, evidence of an amount sufficient to exit and formalisation of the security package. Gil says Aweswell could perform its side while the blocking outputs—intact asset/collateral, access, debt figure/certificate and insolvency/court authority—depended on the AC, court and adverse perimeter. Each condition must be assigned and proved.
The fully executed August external-finance term sheet expressly separates a “Security Package on closing” from a “Security Package once the Company exits liquidation”, including a first-ranking LPB mortgage after exit. Its conditions and expiry still governed whether the contemplated financing could close.
A reading that reduces the transaction to “there was no mortgage, therefore there was no finance” erases the timing structure built into the documents themselves. The LPB mortgage was specifically contemplated for the stage when LPB could create it after exit.
13 JUNE 2018
Daniel Irigoyen left a contemporaneous account that same evening of his meeting at the Las Palmas Mercantile Court and his later meeting with the Insolvency Administrator.
According to that account, he explained a route coordinating fund + shareholder/company + operator to provide the necessary money, pay the insolvency debt and conclude the proceeding. He also presented restoration of LPB's legal autonomy, recovery of operating capacity and the ability to pursue the company's rights outside insolvency.
Irigoyen reported that the Judge allowed the route to be explored, asked for the application to be pursued and said he would speak with the Insolvency Administrator. Irigoyen then informed the AC and requested cooperation, including correct updating of the debt figure.
Signed ONA operating package → Stoneweg/Varia binding conditional offer issued after the agreed 12 June call → Elaia/Lagune EUR 26m own-funds downside route → 13 June judge and AC meetings. This is the documented commercial sequence against which professional implementation, institutional response and causation must be tested.
FOUR DISTINCT DOCUMENTARY ROUTES
| Route / document | Documented | Conditional | Not proved |
|---|---|---|---|
| One Lagune / Elaia standby-acquisition package | Buyer-signed EUR 26m own-funds proposal; financing-triggered preferred-acquisition clause; connected Aweswell-signed Elaia instrument circulated as agreed/duly signed; 8-Jun email ties V2 redaction to bridge-finance discussions. | DD, board, definitive SPA, clean title, timing and the located copies' incomplete signature blocks remained relevant to conversion and custody proof. | Adviser-held complete execution set, completed DD, board decision, renewal/extension, definitive SPA and closing/bridge-takeout implementation record. |
| ONA / Clubotel lease | Signed lease and suspensive annex; intended professional operator. | Deposit of sufficient concurso funds, owner approval and 31 May 2019 long-stop. | That ONA funded the exit, every suspensive condition occurred, or operation commenced under this instrument. |
| Stoneweg / Varia | ONA-arranged route; Stoneweg's own 12 June email after the agreed call issued an Oferta Vinculante Condicionada; staged-security design. | Transaction completion still required valuation, judicial/AC steps, security and committee approval; located conformity blocks remained unsigned. | Condition ledger, final execution/custody copy, definitive facility, closing or drawdown. The record establishes the binding-offer stage and defeats a simplistic security catch-22; it does not by itself prove later completion. |
| August external-finance term sheet | Fully executed 1 August term sheet; 25 September Madrid transmission; signed exclusivity extension to 19 October. | Numerous conditions precedent, documentation, security and expiry. | Execution of definitive facility documents, satisfaction or waiver of every condition, closing or drawdown. |
Native source control: the located fully executed August term sheet has SHA-256 0b06ce82b4914e6789b266ec6e45c549ca928e57f790cbc68a35574b10c47cb4. Mailbox identifiers remain private; lender identity and commercial terms remain subject to appropriate confidentiality handling.
NORMALISING OPERATION
The fully executed term sheet was not confined to debt repayment. If finance remained available and its conditions were satisfied, it contemplated potential acquisition of assets held by minority owners. It also linked the transaction to unitary hotel operation and the ONA documentation.
This matters because the commercial architecture was designed to address two linked problems at once:
Pay the recognised debt/applicable interest and return LPB to ordinary corporate operation.
Activate the hotel operation with operator, business plan, investment and security linked to operating cash flows.
Create a route, where viable, to acquire minority units and rebuild a more coherent operating perimeter.
The intended end-state was full payment or consignation of the recognised final debt, conclusion of Concurso 36/2012, restoration of LPB's ordinary autonomy and control, and only then settlement with or rollback/acquisition of minority positions outside the insolvency proceeding. The documents support a real and substantial implementation opportunity. They do not establish that every condition would necessarily have been satisfied or that any counterparty, office-holder or court was bound to deliver that result.
2008 → 2011 → 2014
Alimarket reported contemporaneously on 16 July 2008 that Monte Lanza had reached an agreement in June with Multimatrix to transfer the property and operation of the Sun Park aparthotel, then described as a 220-apartment complex. That report is useful evidence of how the transaction was publicly presented in 2008; it is not by itself the controlling source for the exact legal form of every vehicle. Contemporaneous source: Alimarket, 16/07/2008.
The controlled project record then fixes a different bridge: on 1 December 2011, the UK company then called Monterecco Sun Park Limited acquired LPB's shares from Multimatrix. That same UK company changed its name in 2014 and became Aweswell Limited.
Do not say “Aweswell is Multimatrix's successor company”. Multimatrix was the preceding shareholder/seller. The acquirer was Monterecco Sun Park Limited, and that same company was later renamed Aweswell. Any separate acquisition or subrogation into other Multimatrix economic rights is an additional documentary question and is not the same as corporate identity or succession.
DID THE ONA STRUCTURE “CURE” THE 2008 BREACH?
The group maintains that the 2008 sale/exploitation architecture was partially breached or frustrated by the seller/minority perimeter and that the resulting fragmentation continued to impair unitary hotel operation. Later corporate and party records preserve that position.
But the complete primary 2008 package — contract/deed, exact obligations, seller by seller, unit by unit, performance, breach and remedies — is still required before stating as an independent legal conclusion that a particular Monte Lanza contractual obligation was breached and later legally “cured”.
The 2018 ONA-centred architecture was designed to resolve or normalise the same ownership and operating fragmentation that the group traces back to the incomplete/frustrated 2008 Monte Lanza–Multimatrix transaction. The later finance structure expressly contemplated possible acquisition of minority-held units and actions directed at restoring the unitary operating perimeter. Whether that legally constituted the cure of any specific 2008 contractual breach remains open until the contract and completion chain are complete.
WHY THIS MATTERS TO THE CLASSIFICATION
The existence of this architecture does not establish that every act of Gil, Aweswell or LPB was legally correct, or that the Court or Insolvency Administrator had to accept any particular commercial proposal.
It does prevent a fragmented analysis of any categorical portrayal of abandonment, indifference to creditors or absence of efforts to preserve value.
The proper question is:
Gil Marer alleges that the need for an extraordinary structure of this kind arose from private interference, governance/operation problems, acts of the Insolvency Administration and judicial handling. That causal proposition remains to be tested actor by actor.
WHAT REMAINS OPEN
| Document / question | Why it matters |
|---|---|
| Complete 2008 contract/deed and seller/unit schedule | Fix exactly what was agreed to be transferred, who had to complete what, and which specific obligation may have remained unperformed. |
| Constitutive/contractual documents of the operating Community | Separate exploitation, ownership, Owners' Community and authority over privately owned units. |
| Certified filing after the 13-Jun-2018 meeting and its annexes | Convert the contemporaneous meeting account into an exact matrix of material formally before the Court. |
| AC debt certificate/update | Determine the figure that had to be financed and whether it was produced in time to make exit executable. |
| Condition-by-condition ledger for each finance and operating route | Distinguish what was satisfied, outstanding, waived, prevented and the final reason for non-closing/non-drawdown/non-implementation. |
| Cuatrecasas implementation and closing record | Identify the responsible workstream, closing plan, warnings, deadlines, document owners and the contemporaneous reason each route was not converted into definitive implementation. |
| Certified Clubotel personation, AC opposition and ruling | Fix the formal interest, requested access, institutional response and effect on the coordinated exit. |