OWNER-LED INITIATIVE · ONA AS OPERATING ANCHOR
Gil Marer / Aweswell's position is that the funded exit was fully in place and was sabotaged by the adverse parties. The allegation concerns successive acts and omissions affecting access, preservation, debt certification, creditor payment and security, before and after the change in material control. Responsibility must be tested separately for each private actor, the Insolvency Administrator and the court; this is not an adjudicated finding.
The owner/shareholder side pursued multiple consecutive and parallel finance and acquisition routes. Clubotel La Dorada / ONA Hotels supplied the professional operating anchor; external financiers and legal advisers performed distinct roles. The record is stronger than a story of one speculative lender or a hotel without commercial prospects. Each instrument nevertheless has its own date, conditions and completion status.
Owner's transaction: operating plan, due diligence, valuation, concurrent finance/acquisition work and the signed 6 June Clubotel lease and annex.
Access / process: Carlos Sanz's 26–27 April approach sought terms, the amount to improve and a deadline. The Administrator replied but withheld substantive information and directed a court/personation route.
Read the evidence as at 6 June →Owner's transaction: the signed operating package and funding work already existed.
Material control: the disputed takeover affected the practical setting for access, inspection, operation, income and collateral. The causal effect of each act requires evidence; the subsequent continuation of funding work must remain visible.
Read the event and contrary record →Owner's transaction: the 12 June conditional offer, Daniel's 13 June court/Administrator account, the later executed August term sheet, September creditor-payment work and 2019 personation, novation and guarantee work.
Process / obstruction allegation: identify which requested debt, preservation or exit step was supplied, refused or left unresolved, and its effect on each route.
Read the continuing transaction →The documentary record verifies this staged structure. It does not by itself prove drawdown or satisfaction of every condition in every facility. Gil's position that the conditions were meetable and that interference prevented implementation remains explicit.
Luchy Playa Blanca, S.L.U. (LPB) was the debtor and principal property-owning company within a mixed-ownership complex. Other owners, Aweswell, the Community, CEXP and operator companies had distinct rights and capacities. Calling the entire hotel or its whole operation “in insolvency” on the strength of LPB's proceeding conflates those layers. LPB could still hold relevant contractual and rent rights.
Gil attributes financiers' reluctance to the perceived lack of effective legal protection and adverse-party interference, rather than lack of hotel viability. A conclusion about any particular financier's reasons must follow that financier's contemporaneous record; the wider commercial and legal-risk questions remain separate.
Daniel Irigoyen: legal coordinator, historical leave status and contemporaneous knowledge →
Source controls: actor and property layers; staged security and conditions; individual source attribution. Full existing record continues below.
APRIL 2018–2019 · OPERATION + FINANCE + EXIT + PERSONATION
This was not a “rescue” of a commercially dead hotel or a rival offer against LPB. It was a coordinated architecture intended to pay the recognised insolvency liabilities, restore professional hotel operation, return LPB to ordinary business capacity and address operating fragmentation that pre-dated the insolvency proceeding.
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.
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 presently controlled Ben Oldman copy bears Aweswell/Matkator-side signatures and a blank lender line; 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 signed 6 June 2018 hotel-industry lease and suspensive annex with Clubotel La Dorada existed. ONA was the intended operator, not a funder. Effect remained suspended until sufficient funds were deposited in Concurso 36/2012 and the required owner approval was obtained, with a 31 May 2019 deadline.
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 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. |