EFTA02313577.pdf

From: Alex Peto Sent: Monday, February 18, 2019 3:27 PM To: Karyna Shuliak Cc: Marc Leon Subject: Re: Bin Ennakhil Dear =aryna In order to =rogress matters the owner would like first to see the letter from JP =organ confirming the funds are available along with a written offer =ith the identity of the buyer. Once received answers to all your =uestions will follow. Many thanks All the best Alex Alex =eto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties> Private Office Marrakech 1st =loor, Imm El =acha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco Please consider the environment before printing =his email. This =-mail may contain confidential and/or privileged information. If you =re not the intended recipient (or have received this e-mail in error) =lease notify the sender immediately and destroy this e-mail. Any =nauthorized copying, disclosure or distribution of the material in this =-mail is strictly forbidden. EFTA_R1_01203814 EFTA02313577 On Feb 18, 2019, at 00:25, Karyna Shuliak wrote: Dear Alex, Can you please ask Marc to provide a tax opinion that no tax =s owed and a method to indemnify us re transfer and capital =ains, as well as KYC requirements. Ultimate beneficial owner of =eller must be checked as not to be on sanction list. Do you want = deposit, escrow, inspection period costs etc.? The fact that the co =old the shares means little as you know. Who will insure the title? The =wner will have a letter from JP morgan, guaranteeing availble funds. =nbsp; Thank =ou. Best =egards, Karyna On Feb 17, 2019, at 6:08 PM, Alex Peto Dear Karyna Sorry for the delay - =arc is gathering information for you and will respond =hortly. All =he best Alex Alex =eto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties> Private Office Marrakech 1st =loor, Imm El =acha 2 EFTA_R1_01203815 EFTA02313578 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco <unknown.png>=/span> Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden. On Feb 17, 2019, at 15:36, Karyna Shuliak wrote: Dear Alex, I am =waiting a response regarding the title insurance, tax indemnities, =uarantees, deposits and escrow please. When can we expect an =nswer? Thank =ou. Best =egards, Karyna On Feb 16, 2019, at 2:43 AM, Karyna Shuliak Dear Alex, wrote: We assume =e are not the first to be surprised at a Christies Broker =uggesting payment to a trust in the BVI re shares in a =ichtenstein co with no due diligence, no guarantees, no insurance, no =itle, relating to property in Morocco and bank accounts in the United =tates in an attempt to avoid both capital gains and transfer tax. The =awyers dont know where to begin as well, as the date in the contract =efers to August of 2017. So this contract was =rafted years ago and it appears no one was willing to sign, is that =orrect? 3 EFTA_R1_01203816 EFTA02313579 Thank =ou. Best =egards, Karyna On Feb 15, 2019, at 1:07 PM, Karyna Shuliak wrote: Dear Alex, Thank you for your email. I am sure you are aware that this "real estate =ontract" is highly irregular for Americans. =. It is not a real estate contract, it is a purchase of an =ffshore entity, creating many complexities for americans. =nbsp; 2. =here was never any discussion about real estate fees on top of the =rice. We have bought many properties, including through Christies and a =ommission was always paid by seller. 3. The due diligence on a lichtenstein co. will =ake months. 4. We =ould have to be indemnified for all taxes due to morroccan =overnment on transfer and unknown liabiltiles of the co., especially as =ou might imagine, this purchase would be very high =rofile. 5. Is =here a title on file? who would guarantee title transfer? If Christies =s willing that might work. 6. We were hoping for a quick closing. With this structure it =s not possible, and money would need to be withheld for years to back =p the indemnity. It is very disappointing. We are told that =iabilties would extend approx 7 years, so a payment of 10m day one and = milliion per year for 8 years might work. There clearly is no perfect =itle transfer under your proposed structure. Four jurisdictions, =eal estate and corporate and disclosure rules in each. Can you make a =uggestion? Thank =ou. Best =egards, Karyna On Feb 15, 2019, at 9:36 AM, Alex Pet rote: Dear Karyna The vendor will not =ccept less than 25m euros net to him - our agency fees can either be =aid by you or by the vendor but if he pays then the price would need to =e 26m euros. We=have a list of what items he intends to remove - it is not much but for =xample there is a Gauguin in the bedroom which of course he will remove = I will get this list and sent it to you. 4 EFTA_R1_01203817 EFTA02313580 It is not possible to only buy the =sset and it does save you 7% in government taxes - your lawyers can =heck the company has no liabilities but I assure you anyway it =oesn't. If you would like to discuss any of the above over the =elephone please let me know a convenient time to call you. All the best Alex Alex =eto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties> Private Office Marrakech 1st =Ioor, Imm El =acha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco cunknown.png> Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden. On Feb 14, 2019, at 21:23, Karyna Shuliak =It wrote: Dear Alex, Thank you for your email. 5 EFTA_R1_01203818 EFTA02313581 Normally seller pays commission, due diligence period to =eview cos books. List of items to be removed needs detailing. Taxes =wed. Can we just buy the asset? How are we to know that the co has no =iabilities? Thank =ou, Best =egards, Karyna On Feb 14, 2019, at 7:27 PM, Alex Peto =rote: Dear Karyna, Please find attached a =raft of the sale contract of the shares and some requested =nformation: - =o transfer taxes. It is a share deal without transfer taxes - Closing costs: Only our real estate agent's fees, 3% ex =AT - Time frame: As soon as the funds are =ransferred - Due diligence: All the =ocuments of the sellers company are available and this company has only =ne asset - Bin Ennakhil in Marrakech - MEP, roofs =ontrol: No but can be done at anytime All the best Alex <Kaufvertrag.doc> Alex =eto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.cornikens_properties> Private Office Marrakech 1st =Ioor, Imm El =acha 6 EFTA_R1_01203819 EFTA02313582 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco cunknown.png> Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden. On Feb 13, 2019, at 12:48, Karyna Shuliak > wrote: Dear Alex, As you may already know, we are in negotiations on another =roperty, so please provide as much info as you can, as soon as you are =ble to. Taxes on transfer, estimated closing costs, inspections, time =rame. Has a recent MEP survey been done? Have the roofs been examined? =f it is in co form, is there due diligence that has been done on =ellers co.? Thank =ou. Best =egards, Karyna On Feb 13, 2019, at 9:04 AM, Alex Peto =rote: Dear Karyna Marc is on his way back =rom Italy today but will send you a contract when he gets back later =oday. 7 EFTA_R1_01203820 EFTA02313583 All the =est Alex Alex =eto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.com/kens_properties> Private Office Marrakech 1st =loor, Imm El =acha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco cunknown.png> Please consider the environment before printing this =mail. This e-mail may contain =onfidential and/or privileged information. If you are not the intended =ecipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, =isclosure or distribution of the material in this e-mail is strictly =orbidden. On Feb 12, 2019, at 23:20, Karyna Shuliak =lt <mailto > wrote: Alex, As you =now, we thought that 20 was the top. However if you are at 25, I am =opeful that we can come to an agreement. I suggest you send a contract =sap, so we know exactly what we are buying. I am happy to have the =umber left blank, but the lawyers will need to decide structure taxes =nd potential issues. The name of the buyer would be KB =lc. 8 EFTA_R1_01203821 EFTA02313584 Thank you. Best regards, Karyna On Feb 12, 2019, at =:57 PM, Alex Peto wrote: Hi Karyna This is not true. Marc (my business partner you met) flew to =taly yesterday and is currently with the owner, he has a written offer = 29m euros but with one complication. The owner is not well and does =ot want to wait for this to be resolved so for a very quick deal I am =old he would accept 25m euros. All the best Alex Alex Peto Partner www.kensingtonmorocco.com Find us on Facebook I Instagram I Twitter <https://twitter.cornikens_properties> Private Office Marrakech 1st =loor, Imm El =acha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco <unknown.png> Please consider the environment before printing this =mail. 9 EFTA_R1_01203822 EFTA02313585 This e-mail may =ontain confidential and/or privileged information. If you are not the =ntended recipient (or have received this e-mail in error) please notify =he sender immediately and destroy this e-mail. Any unauthorized =opying, disclosure or distribution of the material in this e-mail is =trictly forbidden. =div class=""> On Feb 12, 2019, at 15:51, Karyna Shuliak Hi =lex, I heard that your buyer walked away, =s that true? Karyna =/div> wrote: 10 EFTA_R1_01203823 EFTA02313586