Basket 02 · Residential Liquidity · Dubai, UAE
YOUR HOME
HAS VALUE.
ACCESS IT.
HAS VALUE.
ACCESS IT.
The traditional choice is binary: hold your property and stay illiquid, or sell it and lose it forever. ARDEWA Basket 02 converts residential properties into tokenised institutional capital — in 90 to 120 days — without selling, without debt on your balance sheet, without losing beneficial ownership.
90–120
Days to Capital
T+1
Settlement
7–11%
Investor Yield
VARA
Regulated Issuance
01.1 — The Dubai Residential Market 2026
A Market Under Pressure With Capital Trapped Inside
The Dubai residential market is experiencing a structural contradiction in 2026. On one side, residential property values have continued to appreciate in most prime and mid-market segments, driven by population growth, the Wynn Al Marjan effect in RAK spilling demand into Dubai, and continued international buyer interest. On the other side, the liquidity of that value is at historic lows for owners who need to convert their asset into capital without triggering a permanent sale.
Finished residential sales fell 43.5% in March 2026. Regional conflicts cooled the conventional buyer. Banks tightened conditions, requiring income verification, credit history, and significant loan-to-value buffers that penalise owners who are asset-rich but cash-flow constrained. The refinancing market is equally restrictive — a mortgage refinance typically requires 6 to 12 months and yields only 65% to 70% of value while creating a debt obligation that burdens the balance sheet.
The core problem: The owner has a verified, registered, income-generating asset. European institutional capital is actively seeking exposure to Dubai residential yields. The two parties cannot find each other through existing channels. ARDEWA is that channel.
The Sale Trap
Selling means losing the asset permanently. In a market with 43.5% volume decline, finding a buyer takes 60–180 days with zero guarantee. The owner sells at market discount, pays 4% DLD transfer fee and 2% agent commission, and loses all future rental income and appreciation.
The Mortgage Trap
Refinancing creates debt on the balance sheet at 65–70% LTV, requires income verification and credit assessment, takes 90–180 days, and generates monthly servicing obligations. The owner gets capital but also gets liability. The net position is worse than before.
The Institutional Gap
European family offices, pension funds and sovereign wealth vehicles want exposure to Dubai residential yields. The available vehicle — buying individual properties — is operationally impossible at scale. There is no institutional-grade product for this demand. Until now.
01.2 — The Comparison That Matters
02 — Definition and Concept
WHAT BASKET 02
ACTUALLY IS
ACTUALLY IS
Basket 02 is an equity tokenisation instrument. The owner contributes the economic rights of their residential property to a DIFC Prescribed Company via In-Kind Contribution — not via sale — and receives ARVA Equity Tokens equivalent to 99.9% of the verified asset value.
02.1 — Core Concept
The ARVA Equity Token — What It Represents
An ARVA Equity Token issued under Basket 02 represents a proportional participation in the economic rights held by the DIFC Prescribed Company over a pool of Dubai residential properties. Unlike the Basket 01 Debt Token (which represents a loan), the Basket 02 Equity Token represents a share of ownership in the pool's verified NAV and its future rental income distributions.
The property owner contributes their Title Deed to the DIFC PC via an In-Kind Contribution — not a sale. The DLD applies a transfer fee of 0.125% under the DIFC-DLD MOU (versus 4% for a conventional sale), because the Beneficial Owner of the asset is the same before and after the contribution. The owner receives tokens equivalent to 99.9% of the Assetium-verified NAV of their property. The Originator (the broker or intermediary who constitutes the pool) holds 0.1% as General Partner.
Critical distinction: The owner does not sell the property. The Title Deed is transferred to the DIFC PC under the 0.125% MOU fee — not under a sale. The owner becomes a Limited Partner in the DIFC PC with 99.9% economic participation. They can exit at any time by selling their tokens on the secondary market. They can re-acquire 100% of their tokens and dissolve the PC at maturity.
| Characteristic | Basket 02 ARVA Equity | Conventional Sale | Mortgage Refinance | REIT |
|---|---|---|---|---|
| Owner retains beneficial ownership | Yes — LP 99.9% | No — sold permanently | Yes | No — transferred to fund |
| DLD transfer fee | 0.125% (MOU) | 4% of value | None | 4% of value |
| Time to capital | 90–120 days | 90–180 days (if buyer) | 90–180 days | 180–360 days |
| Guaranteed liquidity before process | Yes — Distributor pre-approves | No | Bank commits | No |
| Retains future rental income | Yes — on retained tokens | No | Yes — minus debt service | No |
| Creates balance sheet liability | No | No | Yes — full loan | No |
| Retains asset appreciation | Yes — on retained tokens | No | Yes | No |
02.2 — Who Is the Originator
The Broker as General Partner
In Basket 02, the Originator is a DLD-licensed Real Estate Broker who aggregates a pool of 5 to 100 residential properties from their client base. The Originator acts as the General Partner (GP) of the DIFC PC with 0.1% participation. Each property owner is a Limited Partner (LP) with 99.9% participation over the Assetium-verified value of their specific property within the pool.
The Originator earns the Property Management Fee as GP — between 5% and 8% of monthly gross rents from the pool — plus the launch origination fee — 0.75% from ARDEWA plus up to 1.25% direct from the property owners as broker advisory fee. The Originator builds a recurring income model that does not depend on finding buyers.
03 — Legal Structure
THE LEGAL
ARCHITECTURE
ARCHITECTURE
The DIFC-DLD MOU is the structural key. Without it, the 0.125% transfer fee is unavailable and the economics of Basket 02 collapse. With it, the In-Kind Contribution creates the most tax-efficient property pooling structure available in the UAE.
03.1 — The DIFC-DLD MOU
The 0.125% Transfer Fee — Why It Changes Everything
The Dubai Land Department and the DIFC have a formal Memorandum of Understanding that allows the transfer of residential property Title Deeds into a DIFC Prescribed Company at a reduced registration fee of 0.125% of the asset value — compared to the standard 4% DLD transfer fee applicable to conventional sales. The condition is that the Beneficial Owner of the asset remains the same before and after the transfer.
In Basket 02, this condition is satisfied: the property owner contributes their title deed to the DIFC PC via an In-Kind Contribution and simultaneously becomes the LP (Limited Partner) with 99.9% economic participation in the PC. The Beneficial Owner is the same person. The DLD recognises this and applies the 0.125% rate. On a USD 1,500,000 property, this means a registration cost of USD 1,875 versus USD 60,000 for a conventional sale — a saving of USD 58,125 on a single property.
03.2 — The In-Kind Contribution Mechanics
| Step | What Happens | Legal Instrument | Cost |
|---|---|---|---|
| Property owner agrees | Owner agrees to contribute property to DIFC PC pool in exchange for tokens | In-Kind Contribution Agreement | USD 0 at this stage |
| DIFC PC constituted | Designated Legal Counsel incorporates the DIFC PC with Qualifying Purpose: GCC Registrable Assets | DIFC PC Constitution · PCR 2024 | USD 100 DIFC fee |
| DLD In-Kind registration | Title Deed transferred from owner to DIFC PC at DLD. Owner becomes LP 99.9% of PC | DLD In-Kind Contribution Filing | 0.125% of property value (MOU fee) |
| Usufruct (if applicable) | Owner who wants to remain in the property signs Usufruct Agreement with the PC for agreed term | Usufruct Agreement · DLD registered | Standard DLD registration fee |
| ARVA tokens minted | Regulated Issuer mints tokens equal to 99.9% of Assetium-verified NAV. Owner receives tokens | ARVA Issuance · XRP Ledger | From proceeds |
04 — Usufruct Option
TOKENISE YOUR HOME
WITHOUT LEAVING IT
WITHOUT LEAVING IT
The most asked question from property owners in Dubai: can I tokenise my property and still live in it? The answer is yes. The Usufruct Agreement is a fully legal instrument under Dubai law, registrable at the DLD, that allows the owner to retain right of use while the economic rights are tokenised.
What Is a Usufruct Agreement?
A Usufruct Agreement (Haqq al-Intifa'a) is a legally recognised instrument under Dubai real property law (Law No. 7/2006 and its amendments) that grants the usufructuary the right to use and enjoy a property owned by another party for a defined period. When registered at the DLD, it creates a legally protected right of occupancy that survives changes in the ownership structure of the property.
In Basket 02, after the owner contributes the Title Deed to the DIFC PC via In-Kind Contribution, the DIFC PC (as new registered owner) simultaneously grants the original owner a Usufruct over the same property. The owner has transferred economic ownership rights to the pool but retains the legal right to live in the property for the agreed term.
04.1 — How the Usufruct Affects the Basket Economics
Property Under Personal Use
The property does not generate rental income during the usufruct period. Token holders of this property do not receive rental yield from this unit — this is declared in the Whitepaper. Their return during the usufruct period is NAV appreciation as Assetium updates the valuation quarterly. When the owner decides to rent or when the usufruct expires, the property enters the rental income pool and begins generating yield distributions.
Property Available for Rental
The property is managed by the Originator as GP under the Property Management Agreement. Rents are collected, deposited to the DIFC PC ADCB account, and distributed to token holders on Day 15 of each month via Smart Contract. Full yield is generated and distributed from Day 1 of the basket life.
Basket composition rule: ARDEWA recommends that no more than 30% of the pool's total AUM be under personal use (usufruct) at any given time. CA CIB requires that at least 70% of the pool AUM be available for rental income generation to support institutional-grade yield for placement. A pool where all properties are under usufruct cannot be placed institutionally.
| Scenario | USD 15M Pool — 10 Properties | Investor Return Source | CA CIB Eligible? |
|---|---|---|---|
| 0 properties under usufruct | 100% rental yield generating | Full rental yield Day 1 | Yes |
| 3 properties under usufruct (30%) | 70% rental + 30% NAV appreciation | Mixed — yield + NAV | Yes — at threshold |
| 5+ properties under usufruct (50%+) | 50% rental only | Reduced yield | Conditional — higher yield required |
| All properties under usufruct | 0% rental income | NAV appreciation only | Not eligible for institutional placement |
05 — Capital Leverage
ONE ASSET.
THREE LAYERS
OF CAPITAL.
THREE LAYERS
OF CAPITAL.
Once the Basket 02 structure is in place, the owner can access three independent and non-conflicting liquidity instruments simultaneously. Each operates on different legal rights in different jurisdictions, creating compounding capital without cross-default risk.
05.1 — The Three-Layer Leverage Model
Example: CAD 2,500,000 Canadian Residential Property (≈ USD 1,875,000)
Layer 01
Tokenisation Proceeds
USD 1,251,531
70% of tokens sold at issuance NAV. Not a debt instrument. No repayment obligation. Net proceeds after all process fees.
Layer 02
Hex Trust Token Loan
USD 393,750
70% LTV against USD 562,500 in retained tokens (30% retained). Debt instrument. 8% annual interest. 3-year term. Tokens remain in Hex Trust custody as collateral.
Layer 03
Local Mortgage
USD 1,218,750
65% LTV against asset. Local bank (Canadian, UAE, EU) lends against the SPV/DIFC PC title which never left the Land Registry. 5.5% annual, amortisable. Title as collateral.
Total Liquidity on USD 1,875,000 Asset
USD 2,864,031
152% of asset value · Two layers are debt · Layer 01 is not
Real Debt Obligations
USD 1,612,500
Mortgage USD 1,218,750 + Token Loan USD 393,750
05.2 — Debt Repayment in 10 Years
| Period | Mortgage Balance | Token Loan | Net Rent / Month | Debt Service | Monthly Position |
|---|---|---|---|---|---|
| Year 1–3 | USD 1,218,750 → 1,147,000 | Interest only USD 393,750 | USD 8,135 | USD 10,053 | − USD 1,918 |
| Year 4 | USD 1,147,000 → 1,107,000 | USD 0 (paid off) | USD 8,135 | USD 7,428 | + USD 707 |
| Year 5–7 | USD 1,107,000 → 980,000 | USD 0 | USD 8,135 | USD 7,428 | + USD 707 |
| Year 8–10 | USD 980,000 → 840,000 | USD 0 | USD 8,135 | USD 7,428 | + USD 707 |
Gap management (Years 1–3): The USD 1,918/month shortfall between rental income and debt service is covered by the Layer 01 proceeds buffer (USD 23,016 reserve = 1.8% of the USD 1,251,531 received). After Year 3, when the Token Loan is repaid, the property generates a net monthly surplus of USD 707 indefinitely.
05.3 — The Compounding Reinvestment Model
Cycle 1 — Starting Point
First Asset
Asset Value
USD 1,875,000
Free Capital After Buffer
USD 1,228,515
Total Liquidity Generated
USD 2,864,031
Cycle 2 — First Reinvestment
Seven Properties
Capital Deployed
USD 2,841,015
Properties (USD 375K down)
7 properties
Total Liquidity Generated
USD 20,048,217
Cycle 3 — Compounding
Fifty-Three Properties
Capital Deployed
USD 20,048,217
Properties Acquired
53 properties
Total Liquidity Generated
USD 151,893,643
Model mechanics: Layer 01 proceeds (not debt) fund the down payments for the next cycle. Each new property repeats all three layers. Debt from each cycle is self-serviced by that cycle's rental income. After Cycle 1, no additional external capital is required. The model is self-financing and theoretically unbounded — limited only by deal origination capacity and CA CIB institutional absorption.
06 — Assetium Oracle
THE NAV IS
INDEPENDENT.
IMMUTABLE.
INDEPENDENT.
IMMUTABLE.
No token is issued until Assetium publishes the Trust Score and NAV on XRP Ledger. For residential properties, the verification combines LiDAR interior scanning, MKGT satellite exterior validation, and IoT sensor integration for income properties.
06.1 — Verification Methodology for Residential
Interior LiDAR Scan
Assetium inspectors perform a full interior LiDAR scan of each residential unit using Leica BLK360 or equivalent. The scan captures the exact floor area, ceiling heights, structural integrity indicators, finish quality, and all permanent fixtures. The point cloud is compared against DLD/Oqood specifications to verify compliance and detect undisclosed modifications. Cost varies from USD 1,500 to USD 3,000 per property depending on size, location, access conditions, and LiDAR complexity required.
MKGT Exterior + Building Validation
MKGT (UAE Space Agency licensed) processes satellite imagery of the building, the surrounding neighbourhood, and the cadastral boundaries of the property. SAR data validates structural characteristics from exterior. Building condition assessment from satellite cross-references the interior LiDAR data. Any discrepancy between interior claimed quality and exterior satellite observations triggers a mandatory re-inspection. Updated quarterly throughout the basket life.
06.2 — NAV Calculation for Basket 02
| NAV Component | Methodology | Frequency | Weight in NAV |
|---|---|---|---|
| Physical asset value | LiDAR-verified floor area × comparable DLD transaction price per m² (90-day rolling average) | Quarterly | 70% |
| Rental income capitalisation | Annualised net rent ÷ market cap rate for the area (Assetium database + RERA ADREC data) | Monthly | 25% |
| Liquidity premium/discount | Assetium algorithm based on pool size, diversification, vacancy rate, and usufruct percentage | Quarterly | 5% |
| Composite NAV per token | Weighted composite — published on XRP Ledger | Quarterly update / Monthly rent component | 100% |
06.3 — Assetium Cost Structure for Basket 02
| Item | Rate | Example — 10 Properties USD 15M |
|---|---|---|
| First basket — up to 50 units | USD 30,000 flat fee | USD 30,000 |
| Per unit (within 50-unit package) | USD 1,500–3,000 depending on type/location/complexity | Avg USD 2,250 × 10 = USD 22,500 (within flat fee) |
| Each additional property (post-launch) | USD 1,500–3,000 per unit — standard rate | USD 2,250 average per additional property |
| Annual NAV maintenance | 0.3% of pool NAV per year | USD 45,000/year on USD 15M pool |
| Secondary market transaction fee | 0.01% per transaction on DVA Exchange | ≈ USD 600/year on 40% annual rotation |
07 — Smart Contract
DAY 15.
EVERY MONTH.
AUTOMATIC.
EVERY MONTH.
AUTOMATIC.
The Smart Contract on XRP Ledger distributes rental income proportionally to every ARVA B02 token holder on the 15th of each month, without human intervention. The rental flows from the properties, through the ADCB account, converted to USDC, and distributed in under 5 seconds.
07.1 — Smart Contract Functions for Basket 02
Monthly Distribution
Day 15: reads pool wallet balance, deducts Assetium maintenance (0.3% NAV ÷ 12), deducts ARDEWA Technology Fee, distributes net rent to all token holders proportionally. Auto-executed.
NAV Update Read
Reads Assetium quarterly NAV update from XRP Ledger. Updates the token price reference for secondary market. No manual input. Fully oracle-driven.
Usufruct Flag
Tracks which properties in the pool are under active usufruct. Excludes those from rental income attribution. Automatically includes them when usufruct expires or is terminated.
New Asset Integration
When Originator adds a new property to the pool (Step 15), the Smart Contract mints additional tokens, updates the pool composition, recalculates proportional distribution weights.
08 — The 15-Step Process
FROM SIGNATURE
TO CAPITAL
IN 90–120 DAYS
TO CAPITAL
IN 90–120 DAYS
Every step is sequenced and gated. The process cannot advance until the prior step is complete. The Originator pays USD 2,500 at signing. Everything else is conditional on the Regulated Distributor's pre-approval in Step 3.
01
USD 2,500 at signing
Contract Execution with ARDEWA
The Originator (DLD-licensed broker) signs the ARDEWA Master Services Agreement and ASB-B02. Pays the USD 2,500 Onboarding Fee by wire transfer, USDC, or agreed fiat method. Delivers basic pool documentation: Title Deeds or Oqood for each property, estimated values, rental income history, existing encumbrances, and the RERA Professional Practice Card of the broker. ARDEWA performs a 48-hour internal eligibility review. No other payment is due until Step 3 confirmation.
02
No cost — documentary and satellite only
Assetium Documentary and Satellite Review
Assetium performs a remote documentary and MKGT satellite review of the pool. No physical LiDAR inspection yet. Assetium analyses DLD records, comparable transaction data, satellite exterior imagery, and rental income documentation provided by the Originator. If positive, Assetium prepares a Preliminary NAV Pre-Report sent directly to the Regulated Distributor. If the pool does not qualify, process stops at zero additional cost beyond USD 2,500.
03
GATE — Distributor decline = full stop
Regulated Distributor Pre-Approval Email
The Regulated Distributor (CA CIB or equivalent MiCA-licensed distributor) evaluates the Pre-Report against its institutional distribution criteria: pool quality, yield, usufruct ratio, geographic concentration, and AUM threshold. If the pool qualifies, the Distributor sends a formal pre-approval email to the Originator confirming commitment to commercialise the tokens at issuance. If the Distributor declines, process stops. Total Originator cost: USD 2,500. Nothing more.
04
USD 30,000 — Assetium full verification
Full Physical LiDAR Inspection
Post-distributor confirmation, Assetium executes the full physical LiDAR interior inspection of each property and MKGT exterior satellite validation. Trust Score (0–100) and verified NAV are published on XRP Ledger for each property. First basket: USD 30,000 for up to 50 units. Per unit: USD 1,500–3,000 depending on property type, location, interior access and LiDAR complexity. Payment: 50% at Step 4 (USD 15,000) and 50% from proceeds at closing (USD 15,000).
05
Legal fees direct to Designated Legal Counsel
Legal Constitution — DIFC PC, In-Kind Contributions, DLD Filing
Originator engages Designated Legal Counsel (DFSA-licensed CSP) for: DIFC PC incorporation (PCR 2024, Qualifying Purpose: GCC Registrable Assets), In-Kind Contribution Agreement for each property owner, Usufruct Agreements where applicable (registered at DLD), Property Management Agreement between Originator and DIFC PC, DLD In-Kind transfer filing at 0.125% rate under DIFC-DLD MOU. Estimated legal fees: USD 30,000–90,000 depending on pool size, direct to counsel. Timing: 2–4 weeks.
06
Fees from proceeds at closing
Regulated Issuer and Custodian Agreements
DIFC PC signs the ARVA Issuance Agreement with the Regulated Issuer and the Custody Agreement with the Regulated Custodian. Regulated Issuer fee: 0.5%–0.95% of capital raised. Custodian annual fee: 0.20%–0.30% AUM. Integration cost: USD 10,000. All deducted from issuance proceeds at closing. No upfront payment to the Regulated Issuer or Custodian.
07
Included in ARDEWA structuring fee
ARDEWA Delivers Whitepaper Draft and Tokenomics
ARDEWA prepares and delivers to the Regulated Issuer the complete Whitepaper draft: verified pool description with Assetium Trust Scores and NAVs, DIFC PC legal structure (GP/LP, In-Kind, Usufruct), financial parameters (yield formula, distribution waterfall, usufruct impact disclosure), Smart Contract specification, and risk disclosures. Veltrika designs the tokenomics: total token supply per property, issuance price, distribution formula per rental income period.
08
Included in ARDEWA structuring fee
Regulated Issuer Validates — Smart Contract Deployed
Regulated Issuer reviews and validates the Whitepaper draft. ARDEWA coordinates with Maxtron the Smart Contract development: Day 15 monthly rent distribution, NAV oracle read from Assetium XRP Ledger data, usufruct flag per property unit, and new asset integration function. Tested on XRP Ledger testnet before production deployment.
09
USD 12,000–18,000 from proceeds
Smart Contract Audit
Independent external audit by internationally recognised blockchain security firm. Verifies: distribution formula accuracy, NAV oracle integration, usufruct flag logic, new asset integration mechanics, and absence of vulnerabilities. Audit report included in VARA submission package. Paid from proceeds at closing.
10
4–8 weeks — VARA review
VARA Submission and Approval
Regulated Issuer submits the complete package to VARA: final Whitepaper, tokenomics, Smart Contract audit report, Assetium Trust Score publication hash, DIFC PC legal structure. VARA evaluates the ARVA Category 1 classification. Estimated timeline: 4–8 weeks from complete submission with the established VARA relationship of the Regulated Issuer.
11
Post-VARA approval
Token Minting on XRP Ledger
Following VARA approval, the Regulated Issuer mints the ARVA B02 Equity Tokens on XRP Ledger. Total token supply = aggregate verified NAV of the pool. Each property owner receives tokens equivalent to 99.9% of the Assetium-verified value of their specific property. Tokens are held in the Regulated Custodian's infrastructure. Property owners decide what percentage to sell at this step.
12
Institutional placement — immediate liquidity
Regulated Distributor Places Tokens
The Regulated Distributor activates its institutional distribution network simultaneously with the Regulated Issuer. European family offices and pension funds pre-approved since Step 3. MENA and Asia institutional investors. The day of minting is not the start of commercialisation — it is the execution of pre-arranged placements. T+1 settlement for all placed tokens. Secondary market trading activates under the Regulated Issuer's Broker-Dealer licence.
13
T+1 settlement
OTC Settlement — Fiat Transfer to DIFC PC Account
Regulated Issuer executes OTC liquidation, converts to USD fiat, transfers proceeds to DIFC PC account at ADCB. Automatic waterfall in order: Regulated Issuer fee, Custodian integration, ARDEWA Structuring Fee (2.5%), ARDEWA Technology Fee Year 1, Assetium remaining 50%, Smart Contract audit, Legal Counsel fees if deferred. Net proceeds distributed to property owners in proportion to their sold token percentage. T+1 from placement.
14
Originator becomes active GP
Originator Signs Property Management Agreement with DIFC PC
The Originator as General Partner signs the Property Management Agreement with the DIFC PC. From this moment: collects rents from tenants, manages property maintenance, deposits net rents to DIFC PC ADCB account by Day 10 each month, reports occupancy, vacancies, and property conditions monthly to ARDEWA Dashboard. On Day 15, Smart Contract auto-distributes net rents to all token holders. Originator earns 5%–8% PM Fee on gross rents as contractual compensation.
15
Perpetual — expand the basket
Add More Properties — Scale the Basket
Once the basket is live and operational, the Originator can add new residential properties at any time. Cost per additional property: USD 1,500–3,000 for Assetium full LiDAR verification (standard rate, no promotional discount), plus Designated Legal Counsel fees for the additional In-Kind Contribution Agreement and DLD filing, plus 0.125% DLD In-Kind fee on the new property value. No upper limit on properties that can be added. Each new property increases NAV, improves token holder yield, increases Originator PM Fee, and generates additional tokens for secondary market trading.
09 — Economics
EVERY COST.
TRANSPARENT.
NO SURPRISES.
TRANSPARENT.
NO SURPRISES.
The total cost of accessing institutional capital through Basket 02 is structured and predictable. USD 2,500 at signing. Everything else after the bank confirms. All major costs auto-deducted from proceeds at closing.
09.1 — Worked Example: USD 15M Pool — 10 Properties
Pool of 10 residential properties in Dubai. Average value USD 1,500,000 each. Total AUM: USD 15,000,000. Pool owners decide on average to sell 70% of their tokens and retain 30%. Capital to be raised from investors: USD 10,500,000.
| Stage | Cost Item | Amount | Paid By | When |
|---|---|---|---|---|
| Step 1 | ARDEWA Onboarding Fee | USD 2,500 | Originator | At signing |
| Step 4 | Assetium Full Verification — 50% initial | USD 15,000 | Originator | Post Distributor confirmation |
| Step 5 | Designated Legal Counsel — DIFC PC + In-Kind + DLD | USD 30,000–90,000 | Originator direct | Post Distributor confirmation |
| Step 5 | DLD In-Kind Contribution (0.125% × USD 15M) | USD 18,750 | Originator direct to DLD | At DLD filing |
| Max pre-proceeds outlay | USD 126,250 | |||
| From proceeds | ARDEWA Structuring Fee (2.5% on USD 10.5M raised) | USD 262,500 | Auto-deducted | At closing |
| From proceeds | ARDEWA Technology Fee Year 1 (USD 2,500/month) | USD 30,000 | Auto-deducted | At closing |
| From proceeds | Regulated Issuer fee (0.5%–0.95%) | USD 52,500–99,750 | Auto-deducted | At closing |
| From proceeds | Regulated Custodian integration + Year 1 custody | USD 40,000–55,000 | Auto-deducted | At closing |
| From proceeds | Assetium remaining 50% verification | USD 15,000 | Auto-deducted | At closing |
| From proceeds | Smart Contract audit | USD 12,000–18,000 | Auto-deducted | At closing |
| Annual | Assetium NAV maintenance (0.3% × USD 15M) | USD 45,000/year | From pool rents | Annually |
| NET CAPITAL TO OWNERS (70% sold) | After all deductions on USD 10.5M raised | ≈ USD 10,042,500 | T+1 |
09.2 — Owner Comparison: With vs. Without ARDEWA
| Metric | Without ARDEWA — Conventional Sale | With ARDEWA B02 — 70% Sold / 30% Retained |
|---|---|---|
| Exit price (USD 1.5M property) | USD 1,305,000 (−13% market discount) | USD 1,500,000 (Assetium verified NAV) |
| DLD transfer cost | 4% = USD 60,000 | 0.125% MOU = USD 1,875 |
| Agent commission | 2% = USD 30,000 | Included in Originator fee |
| Net capital received Day 1 | USD 1,215,000 | ≈ USD 1,004,250 (70% sold) |
| Retained asset value | USD 0 — permanently lost | USD 450,000 in tokens (30%) |
| Future rents over 3 years (30% retained at 7%) | USD 0 | USD 94,500 |
| Can sell retained tokens if NAV rises | No | Yes — T+1 any time |
| Time to receive capital | 90–180 days (if buyer found) | T+1 from issuance |
| Total real value at 3 years | USD 1,215,000 | ≈ USD 1,548,750 |
The 3-year advantage: The owner who uses ARDEWA receives USD 333,750 more in total value over 3 years, retains the asset as beneficial owner, preserves future rental income on the retained 30%, and can sell retained tokens any time if the Dubai market recovers — without ever having permanently sold the property.
10 — Originator Income
THREE INCOME
STREAMS.
ONE BASKET.
STREAMS.
ONE BASKET.
The DLD-licensed broker who originates a Basket 02 earns three simultaneous income streams: a launch fee, a monthly property management fee, and a perpetual trading fee share. The monthly income arrives automatically, without sourcing new buyers or closing new transactions.
| Income Source | Rate | Example — USD 15M Pool | Timing |
|---|---|---|---|
| Origination Fee (from ARDEWA) | 0.75% of capital raised | USD 78,750 | At launch |
| Broker Advisory Fee (from owners directly) | Up to 1.25% of tokenised value | Up to USD 131,250 | At launch (direct) |
| Property Management Fee | 5%–8% of gross monthly rents | USD 63,000/year (at 6%) | Monthly — perpetual |
| Trading Fee Share (DVA Exchange) | 15% of ARDEWA's 30% DVA share | ≈ USD 540/year | Per transaction — perpetual |
| Total Year 1 | ≈ USD 273,540 | ||
| Total Year 2 and onwards (recurring) | ≈ USD 63,540/year | Automatic | |
| Accumulated over 3 years | ≈ USD 400,620 |
The income model shift: A conventional DLD broker earns 2% commission on a sale — once — and then the relationship ends. An ARDEWA Basket 02 Originator earns the equivalent of the sale commission at launch, plus USD 63,000/year automatically from the PM Fee for as long as the basket is active. Adding one new property to the basket every quarter compounds both the PM Fee and the Trading Fee Share without requiring additional sales activity.
11 — For Investors
DUBAI RESIDENTIAL.
INSTITUTIONAL GRADE.
T+1 EXIT.
INSTITUTIONAL GRADE.
T+1 EXIT.
ARVA B02 Equity Tokens give institutional investors exposure to verified Dubai residential rental income and NAV appreciation, with T+1 secondary market liquidity that no direct property ownership can offer at this ticket size.
7–11%
Annual Equity Yield
Derived from verified rental income of the pool. Distributed monthly on Day 15 in USDC via Smart Contract. Yield varies based on occupancy, usufruct ratio, and pool composition.
Assetium-Verified NAV
Every property in the pool has a published Trust Score and NAV on XRP Ledger. Quarterly updates. Investors can monitor collateral quality in real time. No self-reported values accepted.
T+1 Secondary Market
ARVA B02 tokens trade under the Regulated Issuer's Broker-Dealer licence. No lock-up. Investors can exit at any time T+1. Token price reflects current pool NAV plus market premium or discount.
11.1 — What Investors Are Buying vs. Direct Property Ownership
| Feature | ARVA B02 Token | Direct Dubai Property Ownership |
|---|---|---|
| Minimum investment | Fraction of token value — no minimum | AED 1,000,000+ (DLD requirement) |
| Time to enter investment | T+1 on secondary market | 60–120 days conveyancing |
| Time to exit investment | T+1 on secondary market | 90–180 days in current market |
| Portfolio diversification (1 investment) | Up to 100 properties via pool | 1 property |
| DLD 4% transfer tax | None — pool absorbs 0.125% once | 4% at purchase + 4% at sale |
| Property management required | No — Originator as GP handles it | Yes — owner burden |
| Independent verification | Assetium LiDAR + satellite quarterly | RICS survey only at purchase |
| Regulatory framework | VARA regulated — ARVA Category 1 | DLD — no investor protection framework |
12 — International Access
BASKET 02
FROM EUROPE
OR ANYWHERE
FROM EUROPE
OR ANYWHERE
A property owner in London, Paris, Geneva, Toronto, New York or São Paulo who owns a residential property in Dubai — or anywhere in the world where a double-vehicle structure applies — can execute Basket 02 without travelling to the UAE.
12.1 — Dubai Properties Owned by International Residents
A significant portion of Dubai's residential property market is owned by non-resident international buyers — from the UK, France, Russia, India, Pakistan, China, Canada and the Americas. These owners typically face the most acute version of the liquidity problem: their property is in Dubai, generating rent, but the owner cannot easily access the capital without either selling (which requires a buyer in a depressed market) or travelling to execute refinancing paperwork.
For these owners, Basket 02 is entirely executable remotely. The Originator (the DLD-licensed broker managing the property) already has the physical access and the local relationships. The owner executes all documents remotely using the mechanisms below.
🇪🇺
European Property Owner
UK, France, Germany, Switzerland, Benelux, Southern Europe
- ARDEWA Master Agreement and ASB-B02 signed via DocuSign with eIDAS-certified advanced electronic signature. Fully valid under DIFC Electronic Transactions Law 2017 and UAE Federal Decree-Law 46/2021. No travel required.
- In-Kind Contribution Agreement for the property: signed by the owner via notarised apostilled power of attorney granted to the Originator or Designated Legal Counsel representative in Dubai. European notaries produce apostilles under the 1961 Hague Convention — all EU member states are parties.
- DLD filing: the POA holder (Originator or Designated Legal Counsel UAE representative) executes the DLD In-Kind transfer in person on behalf of the European owner. DLD accepts POA-executed transfers for non-resident owners — standard procedure for international property owners in Dubai.
- KYC/AML: European property owner submits certified copies of passport, proof of UAE property ownership, source of funds declaration, and company registration if applicable, through the Regulated Issuer's digital AML portal. EU residents may provide bank reference letters from European banks as supplementary AML documentation. FATF-compliant countries have streamlined acceptance.
- CA CIB or equivalent MiCA CASP distributor handles investor placement across all 27 EU states under a single MiCA authorisation. European investors and European property owners can both participate in the same basket from their respective jurisdictions without additional regulatory friction.
- Usufruct registration (if applicable): the Dubai property owner can grant a Usufruct to themselves even as a non-resident, registered at DLD by the POA holder. The Usufruct is a DLD-registered instrument enforceable under Dubai law regardless of the owner's residence.
🌎
Americas Property Owner
USA, Canada, Brazil, Colombia, Mexico, Argentina
- ARDEWA agreements executed via DocuSign. US electronic signatures under ESIGN Act are recognised when UAE DIFC governing law applies. Canadian provinces accept electronic execution for international agreements.
- In-Kind Contribution Agreement: notarised apostilled POA from the owner's jurisdiction. USA (Hague Convention member), Canada, Brazil, Colombia and Mexico are all Hague Convention parties — apostilles are available through state/provincial authorities in 5–10 business days.
- For non-Hague jurisdictions: consular legalisation through the UAE consulate in the owner's country. Timeline: 2–4 weeks additional for document legalisation versus apostille.
- KYC/AML: US owners submit documentation in accordance with Regulated Issuer requirements. FINCEN-registered entities may use their existing AML compliance documentation as supplementary evidence. Canadian owners provide SIN-linked documentation and FINTRAC-standard AML package. Brazilian and Colombian owners follow the Regulated Issuer's international AML protocol.
- Canadian owners of Dubai property: all processes identical to UAE-based owners with the addition of the apostilled POA. Canadian broker/legal counsel can pre-prepare the POA with notarial certification in their home province. Approximate additional timeline: 1–2 weeks.
- US investors: ARVA B02 tokens distributed through the Regulated Distributor's Rule 144A or Regulation S framework for Qualified Institutional Buyers. ARDEWA does not conduct US securities activities — the Regulated Distributor manages all US regulatory compliance.
- LatAm owners and investors: Designated Legal Counsel identifies appropriate correspondent firms in the owner's jurisdiction for document preparation. ARDEWA coordinates the correspondence chain. Approximate additional timeline: 2–3 weeks versus UAE-based origination.
12.2 — International Baskets — Non-UAE Properties
Basket 02 can also be structured for residential property pools located outside the UAE — for example, Canadian, UK, French or Brazilian properties — using the double-vehicle architecture described in the ARDEWA Canada Commercial Proposal. In this case, a local SPV (Canadian Corporation, UK Limited Company, French SCI, etc.) holds the title deed in the local land registry. The local SPV signs an Assignment of Economic Rights with the DIFC PC in Dubai. The DIFC PC holds the economic rights and against those issues the ARVA tokens on XRP Ledger under VARA.
| Document | UAE Properties | Canadian Properties | EU Properties |
|---|---|---|---|
| Local vehicle | None needed — direct DLD | Canadian Corp or LP | SCI / Ltd / GmbH |
| DIFC PC | Direct GCC Registrable Assets | Structured Financing | Structured Financing |
| DLD transfer fee | 0.125% MOU | Local land registry fee | Local notary / land registry |
| Correspondent legal firm | Not required | Required — Osler / Stikeman | Required — local DIFC correspondent |
| Additional timeline | None | +2–4 weeks | +1–3 weeks |
| Additional legal cost | None | USD 25,000–50,000 | USD 15,000–35,000 |
13 — Risk Assessment
EVERY RISK.
EVERY MITIGANT.
EVERY MITIGANT.
Risk Category
Probability
Impact
Mitigant
Vacancy / Tenant Default
Medium
Medium
Pool diversification across multiple properties reduces single-property vacancy impact. Originator as PM manages tenancy under Dubai tenancy law. RERA ADREC comparable data cross-validates rental income. Smart Contract deducts proportionally — vacancy is disclosed in Whitepaper.
Usufruct Ratio Exceeds 30%
Medium
Medium
Whitepaper discloses usufruct ratio. CA CIB pre-approval in Step 3 validates the ratio is within institutional placement parameters. If ratio changes post-issuance, Assetium NAV adjusts quarterly. Token holders informed via Dashboard. Secondary market price adjusts accordingly.
Dubai Residential Market Decline
Medium
Medium
ARVA B02 is equity — NAV decline affects token price. No fixed yield obligation (unlike B01). Pool diversification across properties and neighbourhoods reduces concentration risk. Quarterly Assetium NAV updates provide continuous transparency. Token holders can exit via secondary market at any time.
Originator (GP) Default / Inability to Manage
Low
High
The Property Management Agreement includes step-in rights for the DIFC PC (administered by Designated Legal Counsel as CSP) to appoint a replacement GP without token holder vote. ARDEWA monitors PM performance via Dashboard monthly reporting. DLD-licensed backup broker identified in the Whitepaper for each basket.
VARA Approval Delay
Low
Medium
Regulated Issuer's established VARA relationship and track record from DLD pilot accelerates review. Complete documentation package delivered by ARDEWA reduces revision rounds. 4–8 week estimate based on actual VARA precedent with this issuer.
DLD MOU (0.125% Fee) Changed or Withdrawn
Low
High
Existing completed In-Kind Contributions at 0.125% are legally binding and grandfathered. New baskets would be affected if the MOU changes. ARDEWA monitors DIFC-DLD regulatory updates. The DIFC PCR 2024 expansion consultation (June 2026) confirms strengthening, not weakening, of the framework.
Property Owner Challenges In-Kind Contribution
Low
Low
In-Kind Contribution Agreement signed by owner with independent legal advice. Designated Legal Counsel ensures informed consent. DIFC Contract Law applies. Owner's right to exit via token repurchase is preserved at all times — they are never permanently locked in.
Smart Contract Vulnerability
Low
High
Pre-deployment independent audit by internationally recognised blockchain security firm. XRP Ledger immutability prevents post-deployment modification. Maxtron maintains 24-hour critical SLA for identified vulnerabilities. Audit report published in Whitepaper and available to all investors.
14 — Requirements
DOES YOUR POOL
QUALIFY?
QUALIFY?
Basket 02 eligibility is assessed in Step 2 at zero additional cost. Below are the hard requirements. A pool failing any of these cannot proceed regardless of other merits.
The Asset Pool
Minimum 5 residential properties in the initial pool Maximum 100 properties per basket (Assetium capacity). 50-unit maximum for promotional pricing.
Title Deed or Oqood registered at DLD in owner's name Or registered in a clear holding company with documented beneficial ownership trail
Minimum pool AUM USD 5,000,000 at Assetium verified NAV Not at declared owner value — at independent Assetium verification
Maximum 30% of pool AUM under personal use (usufruct) at time of issuance Conditional placement may be possible at 30–50% usufruct with enhanced yield
No first-priority encumbrances that cannot be subordinated or released Existing mortgages that cannot be cleared at closing disqualify the specific property
Assetium Trust Score minimum 65 for each property Properties below 65 are excluded from the pool. They cannot be substituted after pool definition.
The Broker / GP
Active RERA Professional Practice Card (Broker Registration) Current and in good standing. UAE national licence. International broker with UAE-licensed partner accepted.
No VARA, DLD, RERA, or UAE Central Bank sanctions in past 5 years Hard KYC/AML requirement of the Regulated Issuer. No waiver available.
Capacity to act as Property Manager for the pool Demonstrated property management experience. Reference properties managed actively. Backup PM identified in the Whitepaper.
Ability to sign In-Kind Contribution Agreements with all pool owners Written confirmation from all property owners in the initial pool before Step 1. No property can be added to the pool post-Whitepaper submission without new Assetium verification.
AML/CFT compliance — lawful origin of all funds and assets in the pool Federal Decree-Law 20/2018. Each property owner provides source of funds declaration as part of KYC package.
15 — Documentation
EVERY DOCUMENT.
EVERY PARTY.
EVERY PARTY.
Basket 02 requires 12 to 16 legal instruments depending on pool size and whether usufruct agreements are included. Every document is signed directly between the relevant parties.
| # | Document | Parties | Purpose | Registry / Filing |
|---|---|---|---|---|
| 1 | ARDEWA Master Services Agreement | ARDEWA ↔ Originator | Framework IaaS services — platform, Dashboard, structuring | — |
| 2 | ASB-B02 — Basket 02 Agreement | ARDEWA ↔ Originator | B02-specific terms, fees, pool definition, timeline | — |
| 3 | DIFC PC Constitution | Designated Legal Counsel + DIFC Registrar | Incorporate DIFC PC — Qualifying Purpose: GCC Registrable Assets | DIFC Registrar |
| 4 | CSP Agreement | Originator ↔ Designated Legal Counsel | CSP services for DIFC PC ongoing administration | — |
| 5 | In-Kind Contribution Agreement (per property) | Property Owner ↔ DIFC PC | Legal transfer of Title Deed to DIFC PC under 0.125% MOU | DLD — In-Kind transfer |
| 6 | Usufruct Agreement (if applicable — per property) | DIFC PC ↔ Property Owner | Grants owner right of personal use for agreed term | DLD — registered instrument |
| 7 | Property Management Agreement | Originator/GP ↔ DIFC PC | Formalises GP role, PM fees, reporting obligations, step-in rights | DIFC PC records |
| 8 | ARVA Issuance Agreement | DIFC PC ↔ Regulated Issuer | ARVA issuance mandate, Whitepaper, VARA filing | — |
| 9 | Custody Agreement | DIFC PC ↔ Regulated Custodian | Token custody, investor wallets, 70% LTV lending where applicable | — |
| 10 | Oracle Service Agreement | Originator ↔ Assetium | LiDAR verification, MKGT satellite, quarterly monitoring, Trust Score | — |
| 11 | Distribution Agreement | Regulated Issuer ↔ Regulated Distributor | Institutional placement mandate, fee arrangements | — |
| 12 | Smart Contract Audit Certificate | Auditor ↔ DIFC PC | Pre-deployment security certification for VARA submission | XRP Ledger (hash) |
| 13 | Token-Backed Loan Agreement (optional — per owner) | Owner ↔ Regulated Custodian | 70% LTV loan against retained tokens for owners who elect leverage | — |
| 14+ | International SPV documents (international baskets) | Local SPV ↔ DIFC PC | Assignment of Economic Rights for non-UAE property pools | Local land registry + DIFC |
16 — Glossary
KEY TERMS
DEFINED
DEFINED
ARVA Equity Token
Asset-Referenced Virtual Asset under VARA Rulebook 2.0, Category 1. Represents proportional economic participation in the DIFC PC holding the residential property pool. Unlike a Debt Token, the return is derived from rental income and NAV appreciation — not a fixed interest rate.
ARDEWA
Infrastructure as a Service platform. Structures, orchestrates and coordinates the tokenisation process. Not an issuer, custodian, distributor or regulated financial entity. Licensed under DED Dubai as Technology Services Provider.
Assetium
Independent physical oracle. Performs LiDAR interior inspection (USD 1,500–3,000 per unit), MKGT satellite exterior validation, and quarterly NAV monitoring. Publishes Trust Score (0–100) and verified NAV on XRP Ledger. Cannot be influenced by ARDEWA or the Originator.
Basket 02
Residential Liquidity tokenisation model. Converts a pool of 5–100 Dubai or international residential properties into ARVA Equity Tokens via DIFC PC. Owners contribute Title Deeds via In-Kind Contribution at 0.125% DLD fee under DIFC-DLD MOU. 90–120 days to capital. T+1 exit.
DIFC-DLD MOU
Memorandum of Understanding between the Dubai International Financial Centre and the Dubai Land Department enabling In-Kind Contributions of residential properties to DIFC Prescribed Companies at 0.125% registration fee (vs. 4% for conventional sales), provided the Beneficial Owner is the same before and after.
DIFC PC (GCC Registrable Assets)
DIFC Prescribed Company under PCR 2024 with Qualifying Purpose: GCC Registrable Assets. The specific vehicle used for Basket 02 — distinct from Basket 01 which uses Qualifying Purpose: Structured Financing. Supports GP/LP structure. CSP required.
General Partner (GP)
The DLD-licensed broker who constitutes the Basket 02 pool and acts as General Partner of the DIFC PC with 0.1% economic participation. The GP earns the Property Management Fee (5%–8% of gross rents) and the origination fees at launch. The GP cannot remove property owners without their consent.
In-Kind Contribution
Legal mechanism by which a property owner transfers their Title Deed to the DIFC PC in exchange for LP participation (99.9%) in the PC, rather than via a sale. The DLD applies the 0.125% MOU rate because the Beneficial Owner is unchanged. Not a sale — the owner becomes a participant in the vehicle that holds their property.
Limited Partner (LP)
Each property owner who contributes their residential property to the DIFC PC via In-Kind Contribution becomes an LP with 99.9% economic participation over the Assetium-verified value of their specific property. LPs receive ARVA tokens equivalent to their participation and can sell or retain them.
MKGT
UAE Space Agency licensed satellite data provider (mkgt.space). Supplies SAR and optical satellite imagery to Assetium's Geo-Sentinel engine. Hardware layer of the Assetium oracle. Enables exterior property validation and quarterly monitoring from orbit, independent of weather conditions.
MiCA CASP
Markets in Crypto-Assets Regulation (EU 2023/1114) Crypto Asset Service Provider. A single MiCA authorisation enables the Regulated Distributor to distribute ARVA B02 tokens across all 27 EU member states under passporting rights. CA CIB and equivalent EU-licensed distributors operate under this framework.
NAV (Pool Level)
Aggregate Net Asset Value of all properties in the Basket 02 pool. Calculated by Assetium quarterly using LiDAR data, MKGT satellite, comparable DLD transaction data, and rental income capitalisation. Published on XRP Ledger. Used to price tokens and calculate distributions.
Property Management Agreement
Contract between the Originator as GP and the DIFC PC defining the GP's obligations as property manager: rent collection, maintenance management, monthly reporting to ARDEWA Dashboard, ADCB account deposits by Day 10 monthly. Includes step-in rights for the PC to appoint a replacement GP in case of Originator default.
Regulated Issuer
Ctrl Alt Solutions DMCC. VARA Issuer and Broker-Dealer License VL/25/05/002. First and only dual-licensed entity in Dubai. Responsible for final Whitepaper, VARA approval, ARVA minting on XRP Ledger, KYC/AML of all investors, secondary market management under Broker-Dealer licence, and monthly VARA regulatory reporting.
Trust Score
Assetium's composite 0–100 physical verification rating per residential property. Minimum 65 required for Basket 02 inclusion. Integrates LiDAR interior measurement, satellite exterior validation, DLD record coherence, and structural condition indicators. Published immutably on XRP Ledger. Updated quarterly.
Usufruct Agreement
Legal instrument under Dubai real property law (Law 7/2006) granting the original property owner the right of personal use and enjoyment of the property for a defined term after contributing it to the DIFC PC. Registered at the DLD. The usufructuary owner does not receive rental income during personal use — investors receive NAV appreciation only during this period.
VARA
Virtual Assets Regulatory Authority, Dubai. Established by Dubai Law 4/2022. Issues ARVA Category 1 (Asset-Referenced Virtual Asset) approvals under the VARA Rulebook 2.0 (in force since 19 June 2025). All regulatory interaction with VARA is the sole responsibility of the Regulated Issuer.
XRP Ledger
Public blockchain on which ARVA B02 tokens are minted, recorded and traded. Trust Scores and NAVs published by Assetium are anchored to XRP Ledger transaction hashes, creating an immutable record of physical verification events. Smart Contract executes Day 15 distributions on XRP Ledger in USDC.
Document Classification: This document is CONFIDENTIAL and intended exclusively for the direct recipient. It does not constitute an offer of securities or financial instruments in any jurisdiction. ARVA tokens are regulated financial instruments issued under VARA Rulebook 2.0 by the Regulated Issuer. ARDEWA Capital Infrastructure is a technology and structuring services provider — not a regulated financial entity. All investment decisions should be made with qualified legal and financial advisors in the investor's jurisdiction. The DIFC-DLD MOU and 0.125% transfer fee regime are subject to the ongoing DIFC PCR 2024 expansion consultation (closing 2 June 2026) — the current consultation confirms strengthening, not withdrawal, of the framework.
ARDEWA Capital Infrastructure · ardewa.com · info@ardewa.com · Dubai, UAE · 2026