Urbanova — Group Legal & Corporate Structure
The group legal and corporate structure - the holding, development and operating entities and the ring-fencing underpinning Urbanova.
Section 3 · Business Plan
Group Legal & Corporate Structure
The group legal and corporate structure – the holding, development and operating entities and the ring-fencing underpinning Urbanova.
The group is structured at inception for three later events that are
expensive to retrofit: ring-fenced project finance, the REIT income-mix
test (Section 16E), and B-BBEE ownership recognition. The holding
company sits above two operating silos, rental and development, with
precinct-level property companies beneath the rental silo.
| Entity | Role | Design rationale |
|---|---|---|
| Urbanova Holdings (Pty) Ltd | Group holding company; equity investors subscribe here | Single cap table; ESOP and community trust housed at this level (10–15% combined) |
| Urbanova Rental (Pty) Ltd — ‘RentCo’ | Owns precinct propcos; employs property management platform | The REIT-listable entity; Facility A borrower group |
| Precinct PropCos (per precinct) | Own completed rental assets within one precinct | Ring-fenced security packages; enables asset-level disposals without group disruption |
| Urbanova Developments (Pty) Ltd — ‘DevCo’ | Land assembly, construction delivery, sales programme | Facility B borrower; quarantines development risk and sales income from RentCo |
| Urbanova Services (Pty) Ltd | Utilities (embedded generation, water), fibre, technology platform | Captures the utilities margin; separately financeable against PPA-style cash flows |
Completed, stabilised precincts transfer from DevCo to RentCo propcos
at independently determined value, an internal market that makes
development profit visible, keeps the REIT test clean, and gives lenders
in each silo an uncontaminated credit. Transfer-duty and income-tax
efficiency of the intra-group transfers (s42–s45 corporate rules) is a
condition-precedent legal workstream, not an afterthought.
Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Urbanova Living Developments (Pty) Ltd.