At issue are the two lots that were excluded from the sale in 2019 to the Vanguard/Amorim Luxury consortium, because DC Developments Gmbh, a German real estate development giant, was opposed to the sale at the time and could do so. Today the planned transaction involves the disposal “as is” of the shares in the share capital and all associated credits held by shareholders.
Adriano Lucas, managing partner of Zaphira Capital – a real estate investment and development company based in Lisbon –, and administrator of the consultancy CPU, made a firm proposal for the purchase of the company DCR & HDC Developments – Atividades Imobiliárias, Lda. which owns two tourist lots in the NDTC [Núcleo de Desenvolvimento Turístico do Carvalhal].
DCR & HDC Developments is a vehicle company (SPV – Special Purpose Vehicle) held through a joint venture 50/50 established between Herdade da Comporta – Fundo Especial de Investimento Imobiliário Fechado (in liquidation) and DCR Comporta GmbH, a German real estate developer.
The value of the proposal is 25 million euros, which is the minimum value desired by the sellers according to the teaser sent to investors and to which Jornal Económico had access.
The deadline for submitting binding proposals, with proof of availability of funds, was December 31, 2025. From that date onwards, the sellers began a negotiation phase with one or more selected bidders.
Communication with the selected buyer was scheduled for January 16, 2026.
According to our sources, Adriano Lucas’ proposal was accepted. But the purchase and sale contract of the Portuguese company that owns the two plots of land in Carvalhal that, in 2019, were left out of the sale of the Herdade da Comporta Fund’s assets to the Vanguard Properties/Amorim Luxury consortium has not yet been signed.
Jornal Económico contacted Adriano Lucas, Hugo Moretti Gomes (manager appointed by the partner DCR Comporta GMBH) and João Sousa e Moura, manager appointed by Herdade da Comporta, but received no response.
It should be remembered that these two plots of land could not be sold at the time because a real estate development giant from Germany, which owns 50% of this SPV, exercised its right to object. The two tourist lots located at NDTC in Carvalhal are located between the Amorim Luxury lots and those of Vanguard Properties.
Because of these two plots of land, the consortium ended up paying less for Comporta’s assets. The initial offer accepted in 2018 was 158.2 million euros. But the price was adjusted to 157.5 million euros when the deed was signed in November 2019, due to the sale of two plots of land by the fund manager (Gesfimo) to third parties during the process. That is, the amount paid by Vanguard/Amorim in 2019 took into account the exclusion of 50% from that real estate company.
According to the teaser (the document presenting the investment opportunity) sent to potential buyers, DCR & HDC has two lots with a combined area of 11.5ha and a Gross Construction Area of 13.8 thousand m2 within the scope of the Carvalhal Tourist Development Center (NDTC) – Lots 13 and 14 -, integrated into the Dunas real estate development, located in the municipality of Grândola – close to Praia do Pêgo -, as a condominium Low-density private property with approximately 1,010 hectares, surrounded by a protected forest area of 460 ha.
Lot 13 has a total area of 8.3 hectares with a Gross Construction Area of 10 thousand m², while lot 14 has a total area of 3.1 hectares and a Gross Construction Area of 3,800 m².
Since 2019, these assets of the Herdade da Comporta Fund and the German real estate developer were in the process of being sold. Due to the lack of agreement on the process, proceedings were underway at the arbitration court, following which the sale of the asset was determined for a minimum value of 25 million.
Adriano Lucas, within the scope of a competition, saw his proposal of 25 million selected.
The teaser states that both lots have a premium location, located in an exclusive, sustainable and low-density private condominium.
“A wide range of infrastructure is available, including a golf course designed by the prestigious architect David McLay-Kidd, as well as other sports facilities under development, ranging from a tennis and paddle tennis academy to swimming pools and a gym”, the document reads.
DCR & HDC’s real estate portfolio has a privileged location, close to Lisbon (about an hour’s drive) and a short flight (less than three hours) from the main European capitals. The surrounding area is known for its unspoilt landscape, including 60km of pristine white sand beaches, colorful rice paddies, pine forest areas and picturesque local villages.
“DCR & HDC presents a high-value investment opportunity with its unique surroundings, privileged location and eco-sustainability principles”, is the motto of the document sent to potential investors.
The document talks about low-density construction projects and fully completed infrastructure, including the golf course, allowing immediate entry into operation.
It highlights that the assets fall within the luxury tourist and residential segment – the Dunes project includes two luxury hotels.
“Golf complex (a 15-minute drive from the Troia, Pinheirinho, Torre and Costa Terra Golf Courses), mitigating seasonal tourist demand; strong international brand recognition in relation to the Comporta region; and favorable economic cycle, with strong demand for high-end real estate projects”, are among the arguments invoked by sellers to attract buyers.
The sale covers 100% of the share capital of DCR & HDC, including additional capital contributions and other credits held by Herdade da Comporta – Fundo Especial de Investimento Imobiliário Fechado (in liquidation) and by DCR Comporta GmbH.
The object of the planned transaction comprises the sale of the aforementioned shares in the share capital and of all credits held by the shareholders “as is”, according to the teaser.
“The main objectives of sellers in analyzing proposals for the anticipated transaction include attractiveness in terms of price,
perceived ability to complete the transaction and meet the estimated timeline, considering the financial capacity of the potential
investor and other relevant approvals or conditions, as well as the binding nature of the offer”, adds the document.
To support the preparation of the proposal, investors received information about DCR & HDC, also including information about
Lots 13 and 14 located in the Carvalhal Tourist Development Center (NDTC).
The information provided at this stage is considered sufficient for the preparation of the binding proposal, for the negotiation of the purchase and sale contract and for the conclusion of a proposed definitive contract within the transaction period.
To deliver the binding proposal of 25 million, the potential buyer had to carry out due diligence at DCR & HDC
“The purchase and sale contract may be subject to applicable judicial, supervisory and regulatory procedures, as well as compliance procedures and those of any other relevant third parties”, according to the document proposing the sale of 100% of the share capital of DCR & HDC, including associated credits.
The process had “a minimum bid set at 25,000,000 euros and the sellers are Herdade da Comporta – Fundo Especial de Investimento Imobiliário Fechado (in liquidation) and DCR Comporta GmbH”. The offer price “will be paid in cash upon consummation of the expected transaction”, the document reads.
The competitor was required to comply with applicable anti-money laundering and terrorist financing standards; and that discloses the details of how the proponent intends to finance the anticipated transaction, including the sources and amounts, including sufficient evidence of the availability of funds and potential timing implications, if applicable, for completing the anticipated transaction.
Zaphira Capital is a single-family office e holding Private company based in Portugal, focused on investment, development and management of high-end real estate assets. Founded in 2020 and headquartered in Lisbon, it operates in the segment value-addcovering residential, tourist, office and logistics projects, with a strong presence in Lisbon and Cascais.
Adriano Lucas has also been a member of the board of directors of CPU, a leading real estate services company based in Portugal, since 2008.
