Illiquid assets · room 05 of 13
How an approach proceeds.
Disclosure on an unpriced position runs to a protocol rather than to a conversation. That protocol is set out below: what each stage discloses, what is settled before the next one opens, and why the sequence protects both sides of the table.
Where complexity arises · Illiquid assets · thirteen rooms
01 · The five stages
The protocol
Disclosure is staged because value is.
Disclosure moves through five stages. Each one discloses more and asks more, in that order, and no stage opens until the one before it has closed.
- 01 Introduction and first document A document that names the shape of a real-asset mandate and none of its coordinates: the mandate sought, the stage the matter has reached, and the governance the structure would carry. It concerns a real asset and a professional mandate. It is never an interest in a fund, a vehicle or a security.
- 02 Mutual confidentiality A short agreement, signed both ways, before anything identifying moves. We sign what we ask you to sign.
- 03 The full file The identified position with its documentary record: title, approvals, appraisal, risks, structure and the mandate sought. Organised by the Eight Gates, so a committee reads it in the order capital meets the decisions.
- 04 Verification, yours and parallel The manager's counsel and advisers test the file. Parallel diligence is assumed, and the file names the record that settles each line in it.
- 05 Exclusivity and heads of terms A dated window, a condition-precedent schedule, and the start of the gate sequence. When a window lapses, it lapses. The file closes.
03 · Signature before detail
Stage two
Paper comes before detail, in both directions.
The confidentiality agreement is short, mutual, and unremarkable. It covers the identity of land and parties, the documents that follow, and the economics discussed. It does not restrain your freedom to decline, to pursue other opportunities, or to run your own advisers over everything we hand you. We expect all three.
It binds us the same way. What we learn of the manager's capital, its strategy and its committee's reasoning stays where it was shown. A firm that trades in information it was shown in confidence has priced itself precisely, and the market eventually reads the price.
04 · The full file
Stage three
What signature opens.
The full file identifies the position and carries its documentary record, organised by the eight capital decisions set out at the Eight Gates.
- The position
Plot identification, extent, control status and the holder's standing. What is held, by whom, under what instrument.
- Title record
The chain summary, the encumbrance position, the revenue records under their state names, and the qualifications of the title opinion set out rather than buried.
- Approvals register
What is held, what is applied for, what has lapsed, what is conditional. Dated, with the owning authority against each entry.
- Appraisal
The development appraisal with its assumptions register, sensitivity on the variables that move the answer, and evidence separated from judgement.
- Risk schedule
Red-amber-green, monetised, with the residual-risk statement naming what stays open and what it costs if it lands.
- Structure and mandate
The entry structure intended, the exit test it is built against, and the mandate we would hold. Terms follow in the appointment pack, not on a website.
05 · Verification, yours and parallel
Stage four
Nothing in the file asks to be believed. Every line names the record that settles it.
Nothing in the file asks to be taken on trust where it could instead be traced, and where a statement is judgement rather than a tested fact, the file says which it is. The land records behind a position are public instruments in their states, and the full file names which record answers which question. The delivery regulator's registers are public, and the file says what to look up against which entry.
Independent verification is part of the sequence rather than an alternative to it. A position that survives only this firm's own reading has not been tested, and the file is built to be broken by the manager's own advisers.
06 · The boundary
What the disclosure is
An approach concerns a real asset and the professional mandate to structure it.
Where an investor reaches that asset through a holding company or a fund interest, the arrangements for the acquisition are made by the regulated advisers on the manager's side of the table, each within its own permissions, and the structural mandate resumes at the delivery architecture. How the two stand beside each other, two advocates, two duties, one side of the table, is written out behind the restricted door, at the mandate.
That sequence is the reason a route can be closed rather than sold. A firm with nothing riding on the transaction happening can say stop, and saying stop is a structural output rather than a posture.
07 · Questions we expect
Asked, and answered here
The questions a serious reader asks, answered before the meeting.
- Can we speak to references?
A straight account of what exists and what does not is given in the room. The published work is testable today: positions that can be held against the record, a method our files can be held to, and fifteen failure points named in the open before anyone in a live transaction meets one.
- Who else sees the file?
Nobody. The file built on a transaction is built for the manager that appointed us, under a dated mandate, and it travels to no one. When the mandate ends it closes rather than circulates.
- What if our reading and your counsel disagree?
Then the file improves. The structural blueprint records the routes rejected and why, precisely so a disagreement lands on reasons rather than positions. We have no pride invested in a route, only in the exit it must survive.
- Do you invest alongside us?
No. The architecture is the whole of what we carry out of an engagement, so no version of the structure is worth more to us than another. That is a structural fact about the appointment rather than a promise about conduct.
- How fast can this move?
As fast as the gates close properly, and no faster. Skipped gates do not save time; they move the delay to a later date and price it up. No gate waits on us: the structural work stays ahead of the sequence, so each decision reaches the manager with the record already standing behind it.
Where complexity arises · 3 minute readLand, read properlyHow an Indian land position is read before a structure is drawn on it. Provenance, the six-head documentary threshold, and the discipline that keeps a position priceable.
Where complexity arises · 13 minute readDesigned upstream. Operated by othersWhat we design on an illiquid real asset: the holding chain, the delivery route, the verification cycle and the drawdown test, and who operates each one.
Where complexity arises · 20 minute readIlliquid assetsEntry routes, the holding chain, title read before capital commits, the mechanism staged funding is released by, and the constraints that bite only on the illiquid.