Por Derecho · Español

Open letter to Portfolio Stock Exchange's Board, Audit and Risk Committee, and Legal and Compliance function

Orion Rental SOCIMI: a reasoned decision, complete material disclosure and a public account of the market's own response

12 September 2026 · From Gil Marer, personally as an affected person and informant, and as director of Aweswell Limited, company number 07716847.

Publication status: open communication published on this page. Publication does not establish delivery, receipt or a decision by Portfolio. This version has not been sent by email.

Dear Chair, Board members, Committee members and Head of Legal and Compliance,

I ask the governing body of European Digital Securities Exchange, S.V., S.A., operator of Portfolio Stock Exchange, to take responsibility for a documented determination of the Orion/RICPE concerns already raised through its compliance channel. This is a request for the Board's accountable oversight, alongside compliance's investigation and the competent authorities' separate responsibilities.

My allegation is that a continuing, coordinated criminal mechanism used the Sun Park Owners' Community's asserted authority, allegedly false minutes, debts, certificates and exclusions to cause dispossession and economic harm, obstruct a funded insolvency exit, and facilitate subsequent control, transactions and benefits. Its alleged development connects Community acts, Concurso 36/2012, title, financing, refurbishment, RIC investment and, where documentary reliance is established, regional incentives and European funds. This is our direct, falsifiable allegation; it is not a judicial finding of criminal organisation or guilt. Individual acts, knowledge, intention, use and causation must be investigated.

The disclosure issue is whether material aspects of that history, the relevant actors' knowledge and their conflicts were adequately investigated and communicated when Orion sought investors and market admission, and thereafter. A listed shareholding or reassuring professional biography does not necessarily explain its material history. Equally, corporate association alone does not establish wrongdoing.

1. Acknowledge what has happened—and provide the missing determination

Your 11 September 2026 response stated that the September documents had been incorporated into the file opened in December 2024, circulated internally, reviewed and understood, and their content transmitted to CNMV. I acknowledge that response. I do not describe the history as total silence. What remains missing from the response available to me is an issue-by-issue determination, the reasons, the responsible decision-makers and any corrective measures. Please provide the communicable date, scope and reference of the CNMV transmission without disclosing protected supervisory information.

I write in my own capacity and as an Aweswell director. I do not assert current authority to represent Luchy Playa Blanca, S.L.U. (LPB). Rights belonging to LPB's estate, Matkator, Aweswell or other persons must remain separately identified.

2. Resolve the RICPE ownership and due-diligence record

Compare the 4 June 2020 RICPE brochure, the 11 November 2020 investor presentation, Guerra's 20 July 2021 certificate, the 30 November 2021 interview, and the materials supplied before each commitment and disbursement.

The 2020 presentation described Sun Park's redevelopment and a portfolio of properties bought with own funds and free of charges. It invoked professional controls, legal and fiscal due diligence, architects, guarantees and investment approval reports. Yet Guerra's July 2021 certificate recorded 54 CAM units, 190 LPB estate units and 18 third-party units, a conditional estate acquisition, no signed Sun Park letter of intent, and full legal, fiscal, financial, technical and insurance due diligence not yet begun.

The comparison must retain the brochure's express “under study” qualifications and the difference between a promised future process and completed checks. Mixed ownership alone does not make financing unlawful. The decisive questions are which assets and conditions each statement concerned, what each audience reasonably understood, what Guerra and the other speakers knew, and what corrections or conditions investors received before committing funds. Preserve every version, presentation, reservation form, commitment, report and board decision.

3. Investigate the San Telmo investor-introduction connection

At 08:08–08:12 in the November 2021 interview, the preserved record attributes to Eduardo Sánchez Iglesias: “nosotros en el despacho … metimos unos cuantos clientes”. The surrounding evidence connects those introductions to the Acosta Matos/Sun Park investment perimeter. San Telmo's archived September and December 2021 pages publicly list Eduardo, insolvency administrator Francisco de Borja Rodríguez-Batllori Laffitte, and Javier Rodríguez-Batllori Laffitte as partners.

That is a concrete institutional overlap requiring investigation. Identify the clients' investments and allocations, mandates, remuneration, conflict checks, recusals, information barriers and communications. It does not prove that San Telmo invested its own money, that every introduction funded Sun Park, or that information was improperly transferred. Javier's reported relationship as Borja's brother is not a substitute for proving his conduct. The separate claim of simultaneous Guerra–Borja partnership at A&G remains unestablished; do not confuse A&G advisory entities, the RICPE genealogy and Acosta Matos Gestión (AGM).

4. Address the named conduct and subsequent benefits

Investigate Francisco Mario Matos Matas's paid Community administration, accounts, debt and records; Antonio Cogolludo Rojas's presidency and access/security role; and Shaila María Cogolludo Ramos's alleged administrative, treasury and document functions. Identify the acts of José Daniel Acosta Matos, Laura Patricia Acosta Matos, CAM and their entities separately: creditor, owner, Community participant, access requester, developer, purchaser and financing beneficiary are different capacities.

Our position is that the forcible seizure on 7 June 2018 prevented the contemplated funded exit and associated formal court steps. That causal allegation must be investigated against the financing, operator, access and security records; the absence of the contemplated filing should not simply be attributed to claimant inaction.

Follow the 28 November 2018 €400,000 transaction and OB REM component, the 24 October 2019 refusal to convalidate, actual restitution/accounting, the subsequent 2021 orders and competitive process, the 2022 title, and later works and charges. Preserve favourable and adverse decisions. Non-convalidation alone does not prove the later title invalid; OB REM is distinct from construction work.

Examine the alleged falsification or misleading use of Community documents in submissions to Yaiza, the Cabildo and funding authorities by tracing each actual document, sender, recipient, adoption and consequence. RIC tax treatment, regional incentives and FEDER/ERDF are distinct. Multiple funding sources do not by themselves establish duplicate financing or grant fraud.

5. Establish what Orion disclosed—and what material history it did not explain

Orion's 7 November 2024 memorandum already describes Guerra's PwC career, AGM interests, Acosta Matos connections, and the FMMM–Cogolludo–Pamalexsha family/shareholding structure. Those connections cannot fairly be described as wholly hidden. Section 2.3 identifies Guerra, José Daniel Acosta Matos and Francisco Mario Matos Matas among the directors assuming responsibility for its contents.

Require a dated comparison of those disclosures against the substantive Community history, investor introductions, prior knowledge, disputed transactions and resulting risks. The recovered original text contains no San Telmo discussion; FMMM's biography does not explain the disputed Community administration history. Assess materiality and the information available when each document was issued. Orion's formation in 2023 precludes treating it as the perpetrator of acts in 2018; its own later disclosure and conduct require separate examination.

The June 2026 update discloses RICPE financing, related-party construction billing, portfolio changes, grant conditions and risks. Its first-tranche share-count discrepancy requires reconciliation. The 2025 unmodified audit opinion must be considered. Neither a director-related complaint nor a disputed historic act automatically falsifies an issuer-focused litigation statement. DP 1956/2026's provisional dismissal of 21 July 2026 must be retained; no filed appeal is established in the reviewed record.

6. Examine reciprocal financing and professional conflicts

For Cajasiete, reconcile its disclosed Orion investment and stated board-attendance right with Sun Park lending, the controlled record of 3 October 2023 mortgage charges, disbursements, professional engagements and information received. Board attendance with voice but no vote is not a voting directorship; a registered charge is not proof of money advanced or of financing the 2018 acquisition. Historic percentages require updating after capital changes.

Investigate the alleged reciprocity: what each bank, promoter, professional or corporate actor knew, what duty applied, what it communicated or withheld, and which transaction, benefit or harm followed. This must test conduct in both directions without presuming an agreement.

For Landwell/PwC and Carlos Saavedra's team, examine the 2016 project work, contact with the administrator and subsequent engagements. I maintain the allegation that criminal action was raised with the administrator; the precise words, author and recipients remain to be established. Distinguish the audit entity from legal/tax advisers and separate clients and matters. Examine RSM's San Telmo integration and the exact Grant Thornton relationships, including its disclosed role as Portfolio's auditor, for actual engagement, knowledge and independence. Brand continuity is not automatic legal succession or shared liability. Apply the same discipline to Abbaco and relevant valuation, risk, legal and technical advisers.

7. Address the public and the verified international connections

Market integrity and accurate public disclosure matter to prospective investors and people affected by market communications, as well as contracting investors. Please assess specific statements or uses of admission, supervision and professional branding that may have conveyed an unsupported impression of validation. Our separate compensation claims require their own duty, standing, causation and loss; article 71 of Law 6/2023 is not a universal damages action for every reader.

The UK nexus must be factual. Aweswell is a UK company. HMRC's table recognises Portfolio for specified tax purposes but marks its market “Not listed”; this is not FCA authorisation or confirmation that Orion securities qualify for a particular UK tax treatment. The official CNMV register records France under services in the EEA, an additional European connection. The 12 September 2026 review of the current directors and significant shareholders did not establish a current UK-resident director or UK control. That limited finding did not cover the now-documented historical directorship of Martin Paul Graham; see the 13 September supplement. Portfolio also advertises professional connections to London; confirm the exact entities, dates, mandates and whether any concerned Orion.

The new full-name corporate record also establishes the vice-chair’s professional connection with Laurion in Andorra and Luxembourg. Current CNMV holdings, read with dated BORME ownership records, connect 47.07% of the operator’s capital to the two founder-associated vehicles. These facts require a current control, foreign-role and independence schedule; they do not prove UK residence, a voting pact or responsibility for Orion. Portfolio’s London partner-directory description also requires confirmation because the linked professional profile no longer resolves.

Provide the relevant UK/other-country distribution, promotion, investor, adviser and operating nexus, with personal information handled lawfully. UK-directed financial promotions or relevant conduct may engage UK rules where their territorial and substantive conditions are met; online accessibility alone does not prove that. Spain/CNMV remains the substantiated primary supervisory route. EU market-abuse, disclosure and public-funds routes depend on their respective scope. UK civil proceedings, criminal jurisdiction and professional complaints each require their own factual and legal basis.

The pending Valencia CaixaBank claim and any settlement must be evaluated by their actual effect on LPB-estate recovery and overlapping loss. A favourable outcome would not automatically restore Sun Park or invalidate every later transaction; a procedural or merits defeat would not determine unlitigated conduct by other actors.

8. The decisions requested

Please:

1. Preserve and independently review the admission, ongoing disclosure, conflicts, complaints, professional-engagement and decision records; identify recusals and the Board/committee owner of this review.
2. Determine each material issue, stating evidence, contrary evidence, findings, remaining gaps and reasons for rejection or referral. Identify measures possible now and those genuinely dependent on another body's decision.
3. Correct established errors and omissions through dated supplements and, where appropriate, a consolidated memorandum with a change schedule and preserved historic versions. Distribute corrections through the channels and to the relevant audiences reached by the original communications. Accounting restatement requires its own established accounting basis.
4. Decide expressly on Portfolio's own public notice, including the available measure under rule 5.2.7(b). A reasoned operator decision cannot be replaced by simply referring the matter back to the issuer. A preliminary notice must distinguish allegations from findings; a final notice should identify findings, corrections, timetable and market status.
5. Consider proportionate protective measures and referrals, including corrective requirements and, where justified under applicable powers, fundraising/admission safeguards, suspension or exclusion. Preserve lawful recovery rights and avoid prejudging criminal guilt.

I request acknowledgement, a named responsible office and scope within 10 business days, and a reasoned response or justified issue-specific timetable within 30 calendar days. These are requested organisational targets, not asserted statutory deadlines.

The objective is an accurate public record, an accountable institutional decision, prevention of further demonstrable harm and cooperation with lawful recovery. All parties' properly held rights, contrary evidence and procedural safeguards remain preserved.

Yours faithfully,

Gil Marer
Personally, as an affected person and informant
Director, Aweswell Limited (07716847)

Public sources and evidence index

• Portfolio governance; CNMV directors, significant shareholders and EEA services.
• Portfolio rulebook, especially 3.4.3.5 and 5.2.7; Law 6/2023, article 71; Market Abuse Regulation.
• HMRC recognised-exchange table; Aweswell Companies House record; Portfolio professional-partner claims.
• November 2021 interview; San Telmo/RICPE evidence reconstruction.
• Orion disclosure evidence; Portfolio/Orion communication chronology. Project reconstructions identify party allegations and source limits; they are not independent institutional findings.

Updated director, ownership and international-nexus source review.

Corrections and documentary replies: Por Derecho. Publication and delivery are separate states.