Shareholders & Liquidity
Regenerative Impact Shares
We keep it simple. Rawness has one share class at the Holding level. You invest in €1,000 blocks, and everything — buying, selling, and reporting — is tied to a single, transparent Net Asset Value (NAV). We are slow money: we build nature and hospitality patiently, with a minimum 10-year commitment (ideally 15+ years) to align with regenerative cycles.
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How price is set (NAV)
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Holding NAV per share = (value of all project subsidiaries based on external property appraisals at delivery and then every 5 years + holding cash – holding liabilities) ÷ total Holding Shares.
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Between appraisals we update only cash and debt (objective items). We do not run speculative re-valuations.
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All buy, sell, and dividend reinvestment actions use this Holding NAV per share. Repurchased shares are cancelled (we do not keep dividend-entitled treasury stock).
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Valuations comply with EU standards and are available to eligible investors worldwide.
Terms: NAV (Net Asset Value) = assets minus liabilities. Subsidiary/SPV = Special Purpose Vehicle (a separate company for each property to ring-fence risk). Fractional shares are allowed for all actions (subscriptions, DRIP, Marketplace, buybacks).
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Buying shares
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Invest in €1,000 blocks at the current Holding NAV per share.
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If NAV isn’t exactly €1,000, we issue fractional shares so your €1,000 always buys fair value (e.g., €1,000 / €1,045 = 0.9568 shares).
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We pause new sales if we cannot deploy fresh capital into projects within 12 months. Issuance is opened to fund deployable projects under our 12-month policy (capital discipline).
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For larger/private commitments (€250,000+), shares issued on capital calls – see Minimum Investment on Invest page.
Selling shares (two routes)
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Annual Buyback Window (no fee)
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Available from year 5 after your first purchase.
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Price = Holding NAV per share.
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Allocation if demand exceeds capacity: FIFO then pro rata; with gates of max 10-15% of fund per window to prevent fire sales.
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Buyback capacity is published before each window. Founders rank last (founder orders are ineligible until all investor orders are cleared).
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Internal Marketplace (€95 admin fee)
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Peer-to-peer transfers at Holding NAV per share.
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No auctions, no bidding.
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KYC/AML (Know-Your-Customer / Anti-Money-Laundering) required.
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Settlement via our share register under our shareholder trust agreements. We do not use primary issuance to fund Marketplace redemptions; matches occur only when there is a natural buyer at NAV (or via the annual Buyback Window capacity).
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Dividends & DRIP
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Dividends are paid from the Holding (which receives distributions from project SPVs), following our Profit Allocation (e.g., 75% to shareholders / 25% to Rawness).
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Why distributions can differ year to year: Newer stays are in Phase 1 (75% investor payout) with introductory ADRs; mature stays are in Phase 2 (~50% payout) with normalised pricing. The Holding simply pays out the blend of all stays in their current phase. We publish the mix each quarter.
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DRIP (Dividend ReInvestment Plan) is optional: you can automatically reinvest dividends into Holding Shares at NAV, compounding your position without extra steps. DRIP is new issuance at NAV (fractional shares allowed) and does not divert capital reserved for project deployment.
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Allocations follow our Profit Allocation Model, with retained portions ring-fenced for impact.
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What “ring-fenced” SPVs mean (risk isolation)
Each property lives in its own SPV (a separate company). Contracts, revenues, costs, and any liabilities sit inside that SPV. Issues in one project do not spill into others or the Holding. This is standard practice for professional, asset-backed platforms.
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Timeline
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Invest in €1,000 blocks at Holding NAV per share with a 10-15+ year horizon.
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We deploy capital into SPVs within 12 months (or we pause new sales).
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Operate stays; SPVs distribute profits up to the Holding.
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Dividends and optional DRIP from the Holding.
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Annual buyback (from year 5) and Marketplace at NAV for liquidity.
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External appraisal at delivery and every 5 years per property; between appraisals only cash/debt updates. Repurchased shares are cancelled and disclosed in the quarterly factsheet.
Fees
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Buyback: no fee.
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Marketplace: €95 admin fee per transfer.
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No issuance or exit loads beyond the admin fee above (unless we clearly announce a change in advance).
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Safety & prudence (rarely used)
We target low or no leverage and a positive cash profile. In exceptional circumstances (e.g., materially high LTV — Loan-to-Value, debt/value — or low DSCR — Debt Service Coverage Ratio), dividends and/or buybacks may pause temporarily. Our goal is to avoid such scenarios by design. Founders are last in buybacks; investor orders are prioritised.
How Holding cash flows work
SPV profits (after local tax) flow to the Holding alongside arm’s-length fees for management, brand and central services (see fee cap). The Holding pays its normal corporate costs first (audit, legal, KYC/AML, insurance, board, team, tech, marketing). Net profit after tax is then allocated per our Profit Allocation Model (75/25 in Phase 1; gliding down by 5% per year to ~50/50 in Phase 2). No dilution from reinvestment; repurchased shares are cancelled.
Transparency (factsheet & docs)
Quarterly we publish a short factsheet with: NAV bridge, # shares outstanding, cancelled shares, deployment vs. 12-month policy, Marketplace match rate, leverage/coverage, and core impact KPIs. All rights and processes (NAV pricing, DRIP, Marketplace, buybacks, founder vesting/lock-up) are set out in our shareholder trust agreements (available in our dataroom upon request).
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FAQs
How do I invest?
In €1,000 blocks at Holding NAV per share. We may issue fractional shares so your €1,000 always buys fair value.
What is the minimum investment?
The minimum initial subscription is €5,000 (5 × €1,000 blocks). You can top up in €1,000 increments. For liquidity, the minimum sell amount via the annual Buyback or the Marketplace is €5,000 per request, or your entire remaining position if smaller. After a partial sale, a €5,000 minimum holding applies.
Family offices and funds
We accept capital commitments from €250,000+. Shares are issued at the Holding NAV per share on each capital call (fractional shares allowed). Uncalled capital earns no return until called. Standard call notice: 10 business days.
When can I sell?
Via our annual buyback (from year 5 after your first purchase) or anytime via the Marketplace. Both are at Holding NAV per share. Buyback capacity is published ahead of each window; allocation FIFO → pro rata; founders last.
What determines NAV?
External property appraisals (at delivery + every 5 years) + Holding cash − Holding liabilities. Between appraisals we update only cash/debt.
Is this “dilutive” when new investors join?
No. We always issue at NAV, so value per share is preserved. Reinvestment of retained profits does not create new shares (no dilution).
Do you over-promise liquidity?
No. We offer one buyback window per year (from year 5) and a Marketplace at NAV. Clear, limited, and predictable. Primary issuance proceeds are reserved for project deployment, not for buying out sellers.
What legal docs govern this?
Our shareholder trust agreements (rights, processes, transfer rules, KYC/AML).
What is DRIP?
Dividend ReInvestment Plan — you can opt-in for your dividend to automatically buy more Holding Shares at NAV. DRIP is new issuance by default and does not reduce capital earmarked for project deployment.
Where can I read the Founder Policy?
See Profit Allocation Model → Founder Alignment (one-time 4% grant based on capital raised milestones with vesting & 10-year lock-up; founders rank last in buybacks during first 10 years; choice of cash/shares in compensation; no further free grants; any extra founders ownership at NAV).
Disclaimer:
This page is informational. Rights and obligations follow from our shareholder trust agreements and related documentation. Investing involves risk; values and distributions can rise or fall. This is not investment advice or a public offering. For full risk disclosures, see our Invest page.
You are investing outside AFM supervision under the Dutch prospectus exemption up to €5,000,000 per 12 months.