EFTA02312568.pdf

From: Karyna Shuliak Sent: Monday, February 18, 2019 5:39 PM To: Jeffrey Subject: Fwd: Bin Ennakhil Begin forwarded message: From: Alex Peto <mailto Date: February 18, 2019 at 4:27:11 PM GMT+= To: Karyna Shuliak <Ml <mailto Cc: Marc Leon Su=ject: Re: Bin Ennakhil > > In order to progress matter= the owner would like first to see the letter from JP Morgan confirming the=funds are available along with a written offer with the identity of the buy=r. Once received a=swers to all your questions will follow. Many thanks All the best Alex =br class=""> Alex Peto Partner</=ont> &n=sp; (Offi=e) (Maroc Cell) (UK Cell) &nb=p;www.k=nsingtonmorocco.com <http://www.kensingtonmorocco.com/> Find us on Facebook <https://www.fac=book.com/kensingtonmorocco/> I a href="https://www.instagram.com/kensington.moroccor style="color: rgb=149, 79, 114);" class="">Instaram Twitter=/o:p> =nbsp; Private Office Marrakech EFTA_R1_01201103 EFTA02312568 1st Floor, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech<=div> Morocco Please consider the enviro=ment before printing this email. This e-ma=l may contain confidential and/or privileged information. If you are not th= intended recipient (or have received this e-mail in error) please notify t=e sender immediately and destroy this e-mail. Any unauthorized copying, dis=losure or distribution of the material in this e-mail is strictly forbidden= <=iv class="">On Feb 18, 2019, at 00:25, Karyna Shuliak < > wro=e: Dear Alex, Can you please ask Marc to provide a tax opinion that n= tax is owed and a method to indemnify us re transfer and capital gains,&nb=p; as well as KYC requirements. Ultimate beneficial owner of seller must be=checked as not to be on sanction list. Do you want a deposit, escrow,=inspection period costs etc.? The fact that the co hold the shares means li=tle as you know. Who will insure the title? The owner will have a letter fr=m JP morgan, guaranteeing availble funds. Thank you. Best=regards, Karyna <mailto: > wrote: </=iv> Sorry for t=e delay - Marc is gathering information for you and will respond shortly.</=iv> All the best <=iv class=""> Alex Alex Peto Partner (Office) c=div> (Maroc Cell) UK Cell) <=pan lang="FR-MA" class=""> www.kensingtonmorocco.com <http://www.kens=ngtonmorocco.com/> 2 EFTA_R1_01201104 EFTA02312569 Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> I Instagramr/span> Twitter</=:p> <=span> Private Office M=rrakech </=pan> 1st Flo=r, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco <unknown.png> =span class=""> Please consider the environ=ent before printing this email. This e-mai= may contain confidential and/or privileged information. If you are not the=intended recipient (or have received this e-mail in error) please notify th= sender immediately and destroy this e-mail. Any unauthorized copying, disc=osure or distribution of the material in this e-mail is strictly forbidden.=/span> On Feb 17, 2019, at 15:36, Karyna Shuliak < =<=a» wrote: =meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s=""> Dear Alex, I am awaiting a response r=garding the title insurance, tax indemnities, guarantees, deposits and escr=w please. When can we expect an answer? Thank you. Best regards, On Feb 16, 2=19, at 2:43 AM, Karyna Shuliak <mailto > wrote: Dear Alex,<=span> 3 EFTA_R1_01201105 EFTA02312570 We assume we are not the first to be surprised at a Christies Broker s=ggesting payment to a trust in the BVI re shares in a Lichtenstein co=with no due diligence, no guarantees, no insurance, no title, relating to p=operty in Morocco and bank accounts in the United States in an attempt to avoid both capital gains and transfer tax. The lawyers dont know where to beg=n as well, as the date in the contract refers to August of 2017. &nb=p; So this contract was drafted years ago and it appears no one was w=lling to sign, is that correct? Thank you. Best regards, Kary=a On Feb 15, 2019, a= 1:07 PM, Karyna Shuliak > wrote: Dear Alex,<=div> Thank you for your email. I am sure you are aware that this "real estate contrac=" is highly irregular for Americans. 1. It is no= a real estate contract, it is a purchase of an offshore entity, creating&n=sp; many complexities for americans. 2. There was never any discussion about real estate fees on to= of the price. We have bought many properties, including through Christies a=d a commission was always paid by seller. 3. The due diligence on a lichtenstein co. will take months.&nb=p; 4. We would have to be indemnifie= for all taxes due to morroccan government on transfer and unknown li=biltiles of the co., especially as you might imagine, this purchase w=uld be very high profile. 5. 1= there a title on file? who would guarantee title transfer? If Christies is=willing that might work. 6. We were=hoping for a quick closing. With this structure it is not possible, and mon=y would need to be withheld for years to back up the indemnity. It is=very disappointing. We are told that liabilties would extend approx 7 years= so a payment of 10m day one and 2 milliion per year for 8 years might work= There clearly is no perfect title transfer under your proposed structure.&=bsp; Four jurisdictions, real estate and corporate and disclosure rules in e=ch. Can you make a suggestion? Thank you. Best regards, Kary=a On Feb 15, 2019, a= 9:36 AM, Alex Peto <mailto > > wrote: Dear Karyna The vendor will not accept les= than 25m euros net to him - our agency fees can either be paid by you or b= the vendor but if he pays then the price would need to be 26m euros. =div class=""> 4 EFTA_R1_01201106 EFTA02312571 We have a list of what i=ems he intends to remove - it is not much but for example there is a Gaugui= in the bedroom which of course he will remove - I will get this list and s=nt it to you. It i= not possible to only buy the asset and it does save you 7% in government t=xes - your lawyers can check the company has no liabilities but I assure yo= anyway it doesn't. If you would like to discuss any of the above over the telephone p=ease let me know a convenient time to call you. All the best Alex Alex Peto Partner (Office) c=div> (Maroc Cell) UK Cell) <=pan lang="FR-MA" class=""> www.kensingtonmorocco.com <http://www.kens=ngtonmorocco.com/> Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> Instagram=/span> I Twitter</=:p> <=span> Private Office M=rrakech </=pan> 1st Flo=r, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco cunknown.png> Please conside= the environment before printing this email. This e-mail may contain confidential and/or privileged information. If yo= are not the intended recipient (or have received this e-mail in error) ple=se notify the sender immediately and destroy this e-mail. Any unauthorized c=pying, disclosure or distribution of the material in this e-mail is strictl= forbidden. =br class="Apple-interchange-newline" styleefont-family: Helvetica; fon=-size: 12px; font-style: normal; font-variant-caps: normal; font-weight: no=mal; letter-spacing: normal; text-align: start; text- indent: 0px; text-tran=form: none; white-space: normal; word-spacing: 0px; -webkit-text-stroke-wid=h: 0px;"> 5 EFTA_R1_01201107 EFTA02312572 On Feb 14, 2019, at 21:23, Karyna Shuliak < =a» wrote: =meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s=""> Dear Alex, Thank you for your email. Normally seller pays commission, due diligence period to review=cos books. List of items to be removed needs detailing. Taxes owed. Can we j=st buy the asset? How are we to know that the co has no liabilities? <=span> Thank you, Best regards, Karyna On Feb 14, 2019, at 7:27 PM, Alex Peto . > wrote: Dear Karyna, Please find attached a draft of the sale contract of the stares and some requested information: </=iv> - No transfer taxes. It is a share deal without transfer=taxes - Closing costs: Only our real estate agents fe=s, 3% ex VAT - Time frame: As soon as the funds are tr=nsferred - Due diligence: All the documents of t=e sellers company are available and this company has only one asset - Bin E=nakhil in Marrakech - MEP, roofs control: No but can b= done at anytime =11 the best Alex<=div> <=aufvertrag.doc> <=iv dir="ltr" class=""> =br class=""> Alex Peto Partner (Office)a<=div> (Maroc Cell) UK Cell) 6 EFTA_R1_01201108 EFTA02312573 apan lang="FR-MA" class=""> www.kensingtonmorocco.com <http://www.kens=ngtonmorocco.com/> Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> I Instagram=/span> I Twitter</=:p> aspan> Private Office M=rrakech </=pan> 1st Flo=r, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco cunknown.png> Please consider the environment before printing this emai=. This e-mail may contain confidential and=or privileged information. If you are not the intended recipient (or have r=ceived this e-mail in error) please notify the sender immediately and destr=y this e-mail. Any unauthorized copying, disclosure or distribution of the m=terial in this e-mail is strictly forbidden. On Feb 13, 2019, at 12:48, Karyna Shuliak <a» wrote: =meta http-equiv="content-type" content="text/html; charset=utf-8" cla=s=""> Dear Alex, As you may already know, we are in negotiation= on another property, so please provide as much info as you can, as soon as=you are able to. Taxes on transfer, estimated closing costs, inspections, t=me frame. Has a recent MEP survey been done? Have the roofs been examined? 1= it is in co form, is there due diligence that has been done on sellers co.= =div dir="ltr" class="">Thank you. Best regards, Karyna 7 EFTA_R1_01201109 EFTA02312574 On Feb 13, 2019, at 9:04 AM, Alex P=to >= wrote: Dear Karyna Marc is on his way back from Italy today but w=ll send you a contract when he gets back later today. =br class=""> All the best Alex Alex Peto Partner (Office <=cliv> (Maroc Cell) UK Cell) <=pan lang="FR-MA" class=""> www.kensingtonmorocco.com <http://www.kens=ngtonmorocco.com/> Find us on Facebook <https://www.facebo=k.com/kensingtonmorocco/> I Instagram=/span> I Twitter</=:p> <=span> Private Office M=rrakech </=pan> 1st Flo=r, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech Morocco <unknown.png> Please conside= the environment before printing this email. This e-mail may contain confidential and/or privileged information. If yo= are not the intended recipient (or have received this e-mail in error) ple=se notify the sender immediately and destroy this e-mail. Any unauthorized c=pying, disclosure or distribution of the material in this e-mail is strictl= forbidden. =br class="Apple-interchange-newline" style="font-family: Helvetica; fon=-size: 12px; font-style: normal; font-variant-caps: normal; font-weight: no=mal; letter-spacing: normal; text-align: start; text- indent: 0px; text-tran=form: none; white-space: normal; word-spacing: 0px; -webkit-text-stroke-wid=h: 0px;"> 8 EFTA_R1_01201110 EFTA02312575 On Feb 12, 2019, at 23:20, Karyna Shuliak < <=a» wrote: =div dir="ltr" style="caret-color: rgb(0, 0, 0); font-family: Helvetica;=font-size: 12px; font-style: normal; font-variant-caps: normal; font-weight= normal; letter-spacing: normal; text-align: start; text- indent: 0px; text-=ransform: none; white-space: normal; word-spacing: 0px; -webkit-text-stroke=width: 0px; text- decoration: none;" class=""> Alex, Thank you. Karyna On Feb 12, 2=19, at 4:57 PM, Alex Peto «mailto » wrote: Hi Karyna </=iv> This is not true. Marc (my business partner you met) fle= to Italy 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 not w=nt to wait for this to be resolved so for a very quick deal I am told he wo=ld accept 25m euros. All the best Alex Peto =b class="">Partner (Maroc C=ll) (UK Cell) =font> =www.ken=ingtonmorocco.com <http://www.kensingtonmorocco.com/> &nbs=; &n=sp; Find us o= =acebook <https://www.facebook.com/kensingtonmorocco/> I <https://www.instagram.com/kensing=on.morocco/>Twitter <https://twitter.com/kens_properties> Private Office Marrakech 1st Floor, Imm El Pacha=/span> 67 Rue Ibn Khaldoun, 40000 9 EFTA_R1_01201111 EFTA02312576 Morocco =span id="cid:FB3C2ABB-05E6-479A-9F8C-2F4FF4461F15" class=""><unknown=png> Please consider the environment before printing this email.&n=sp; This e-mail may contain confidential and/or p=ivileged information. If you are not the intended recipient (or have receiv=d this e-mail in error) please notify the sender immediately and destroy th=s e-mail. Any unauthorized copying, disclosure or distribution of the mater=al in this e-mail is strictly forbidden. On Feb 12, 2019, at 15:51, Ka=yna Shuliak <mailto > wrote: Hi Alex, l=heard that your buyer walked away, is that true? </=iv> 10 EFTA_R1_01201112 EFTA02312577