PRIVATE PLACEMENT · RAK ICC

Class B shares in the Rockhill holding company

This is not an apartment or a stake in an individual tower. The investor acquires a registered private share in the holding company, with potential income, limited liquidity and a risk of capital loss.

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InstrumentRegistered Class B share

IssuerUruskhanov Investments Limited

RegistryRAK ICC · ICC20250882

T1 minimum$1,000 per share*

IncomeNot guaranteed

Reviewed on 26 September 2026. *This is the price of one first-tranche share, not confirmation that the instrument is available to every buyer. Professional investor status, KYC/AML and eligibility for the private placement must be checked before subscription.

What exactly does the investor acquire?

A registered Class B share in Uruskhanov Investments Limited, a holding company registered with RAK ICC. This provides economic participation in the holding company’s distributions, not ownership of an apartment, land or a specific percentage of Rockhill Tower.

Private, unlisted share No general voting rights Ownership follows entry in the register

Land, buildings and operating assets belong to the relevant group companies. The shareholder owns a share in the issuer, not a direct interest in each property.

Who is eligible?

The legal documents structure the offer as an individual private placement for a professional investor. The reviewed version includes criteria of net worth of at least AED 4 million or an investment portfolio of at least AED 1 million, alongside KYC/AML and proof of source of funds.

Legal structure

The issuer is Uruskhanov Investments Limited, RAK ICC. Under the subscription terms, its 100% ownership of the operating developer, Rockhill Real Estate Development, must be confirmed before closing.

The developer’s published January 2026 licence lists an individual as the 100% owner / UBO.

How share ownership is established

Eligibility and KYC

Investor status, identity, source of funds and sanctions restrictions are checked.

Data room

The investor receives the Subscription Agreement, Shareholders’ Agreement, articles, corporate extracts, valuation and available financial reporting.

Signing and payment

Funds are transferred only to the issuer’s Designated Account specified in the final agreement.

Closing

Once the conditions are satisfied, shares are allotted and details submitted to the RAK ICC registrar.

Registration of ownership

Ownership is evidenced by entry in the Register of Members and the final share certificate.

Payment for a share is not payment for an apartment. Rockhill Tower’s project escrow and the issuer’s Designated Account are different mechanisms.

How potential income is generated

The company’s illustrative model is approximately $150 per year per first-tranche share, based on an assumed project profit and distribution of part of that profit. The actual outcome depends on profit and the distribution decision; there is no contractual obligation to pay this amount.

$1,000T1 share price

≈ $150company’s annual model under its assumptions

No guaranteesdistributions are decided by the Board

$1,000 → $1,500 → $2,500 → $4,500 are prices for new placement tranches, not promised prices at which an existing share can be resold.

How can you exit?

There is no stock exchange listing or guaranteed buyback. The absence of a lock-up means a transfer process may be initiated; it does not guarantee a quick buyer or a desired price.

Class A first

Shares are offered to the Class A holder for 15 business days.

Then holders of the same class

The next pre-emption offer lasts 20 business days.

Then an external buyer

The buyer completes KYC/AML, accepts the agreement’s terms and is entered in the register.

Service charge

Share ownership does not involve an apartment owner’s building maintenance costs (service charge).

Key risks

the entire invested capital may be lost;
Class B shares do not provide general voting rights;
the shares are illiquid, with no public market or guaranteed buyer;
dividends, valuation and return of capital are not guaranteed;
new issues may dilute the holding;
the holding company is new and historical reporting is limited;
results depend on construction, permits, timelines, costs and the property market;
common ownership of group companies creates related-party conflict risks;
the subscription price is based on forecasts and may differ from future market value.

SOURCES

Where to verify the information

This guide is based on Rockhill materials and the supplied documents. Final transaction terms are set out in the agreement; prices, availability and dates must be confirmed before proceeding.

These links open external information sources. Enquiries submitted there go to the website operator. To contact Maldyvski, use our enquiry form or the WhatsApp and email links on this page.

This information is for preliminary review and is not a public offer, a recommendation to buy a security or a guarantee of income. A private placement requires individual eligibility checks, KYC/AML, and independent legal and tax assessment.