EFTA02313666.pdf

From: 1 <jeevacation@gmail.com> Sent: Sunday, February 17, 2019 11:10 PM To: Karyna Shuliak Subject: Fwd: Bin Ennakhil alex,=C2. can you ask marc to provide a tax opinion that no tax is owed.=C240 and a method to indemnify us. re transfer and capital g=ins, as well as KYC requirements. ultimate beneficial o=ner 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 l=ttle as you know. who will insure the title? I will be t=e owner with a letter from JP morgan, guaranteeing availble funds. =C24, thx. On Sun, Feb 17, 2019 at 2:49 PM Karyna Shuliak wrote: Begin forwarded message: From: Alex Peto Date: February 17, 2019 =t 6:08:20 PM GMT+1 To: Karyna Shuliak Cc: Marc Leon <m Subject: Re: =in Ennakhil </=iv> Dear Karyna Sorry for the delay - Marc is gathering information for you and will res=ond shortly. All the best Alex Alex Peto Partner</=ont> EFTA_R1_01204009 EFTA02313666 www.kensingtonmorocco.com <http://www.kensingtonmo=occo.com/> Find us on Facebook <https://www.facebook.com/kensingtonm=rocco/> I Instagram <https://www.instagr=m.com/kensington.morocco/> I Twitter <https://twitter.com/kens_properties> <=pan style="font-size:12pt;font-family:"Times New Roman",serif"= Private Office Marrakech4=iv> 1st Floor, Imm EI=Pacha 67 Rue Ibn=Khaldoun, 4000O Marrakech =/span> =div style="color:rgb(0,0,0);font-family:Helvetica;font-size:12px;font-st=le:normal;font-variant- caps:normal;font-weight:normal;letter-spacing:norma=;text-align:starttext-indent:0px;text-transform:none;white- space:normal;w=rd-spacing:0px"> Please consider the environment before printing this =mail. This e-mail may contain confidential and/or privileged informa=ion. If you are not the intended recipient (or have received this e-mail i= error) please notify the sender immediately and destroy this e-mail. Any =nauthorized copying, disclosure or distribution of the material in this e-=ail is strictly forbidden. On Feb 17, 2019, =t 15:36, Karyna Shuliak c; wrote: =div> Dear Alex, <=pan style="background-color:rgba(255,255,255,0)"> I am awaiti=g a response regarding the title insurance, tax indemnities, guarantees, d=posits and escrow please. When can we expect an answer? =/div> Best regards, <=pan style="background-color:rgba(255,255,255,0)"> Karyna 2 EFTA_R1_01204010 EFTA02313667 On Feb 16 2019, at 2:43 AM, Karyna Shuliak wrote: Dear Alex, We assume we are =ot the first to be surprised at a Christies Broker suggesting paymen= to a trust in the BVI re shares in a Lichtenstein co with no due diligenc=, no guarantees, no insurance, no title, relating to property in Morocco a=d bank accounts in the United States in an attempt to avoid both capital g=ins and transfer tax. The lawyers dont know where to begin as well, as the=date in the contract refers to August of 2017. So this=contract was drafted years ago and it appears no one was willing to sign, rs that correct? <mailto Thank you. Best rega=ds, Karyna On Feb 15, =019, at 1:07 PM, Karyna Shuliak > wrote: Dear Alex,</=pan> Thank you for your email. I am sure you are aware that t=is "real estate contract" is highly irregular for American=. 1. It is not a real estate contract, it is a purchase=of an offshore entity, creating many complexities for americans. 4>=A0 2. There was never any discussion about real estate =ees on top of the price. We have bought many properties, including through=Christies and a commission was always paid by seller. <=div> =. The due diligence on a lichtenstein co. will take months. 4. We would have to be indemnified for all taxes due to morrocca= government on transfer and unknown liabiltiles of the co., especially as =ou might imagine, this purchase would be very high profile. 40=A0 S. Is there a title on file? who would guarantee title transfer?=lf Christies is willing that might work. 6. We were hoping f=r a quick closing. With this structure it is not possible, and money would=need to be withheld for years to back up the indemnity. It is very d=sappointing. 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. The=e clearly is no perfect title transfer under your proposed structure..=A0 Four jurisdictions, real estate and corporate and disclosure rules in e=ch. Can you make a suggestion? Karyna =br>On Feb 15, 2019, at 9:36 AM, Alex Peto <mailto: wrote: 3 EFTA_R1_01204011 EFTA02313668 Dear Karyna The ven=or will not accept less than 25m euros net to him - our agency fees can ei=her be paid by you or by the vendor but if he pays then the price would ne=d to be 26m euros. We have a list of what items h= intends to remove - it is not much but for example there is a Gauguin in =he bedroom which of course he will remove - I will get this list and sent =t to you. It is not possible to only buy the asse= and it does save you 7% in government taxes - your lawyers can check the =ompany has no liabilities but I assure you anyway it doesn't. If you would like to discuss any of the above over the=telephone please let me know a convenient time to call you. =/cliv> All the best Alex <=iv> Alex Peto Partner= www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/> =C24k Find us on Facebook = Instag=am <https://www.instagram.com/kensington.morocco/> Twitter <https://=witter.com/kens_properties> <=span> Private Office Marrakech=u> 1st Floor, Imm El Pacha<=div> 67 Rue Ibn Khaldoun, 40000=/div> Marrakech Morocco cunknown.png> Please consider=the environment before printing this email. This e-mail may contain =onfidential and/or privileged information. If you are not the intended rec=pient (or have received this e-mail in error) please notify the sender imm=diately and destroy this e-mail. Any unauthorized copying, disclosure or d=stribution of the material in this e-mail is strictly forbidden. 4 EFTA_R1_01204012 EFTA02313669 On Feb 14, 2019, =t 21:23, Karyna Shuliak > wrote: =div> Dear Alex,</=iv> Thank you for your email.q=iv> N=rmally seller pays commission, due diligence period to review cos books. L=st of items to be removed needs detailing. Taxes owed. Can we just buy the=asset? How are we to know that the co has no liabilities? Thank you, Best regards, </=iv> K=ryna On Feb 14, 2019, at 7:27 PM, Alex Pe=o .I /a» wrote: <mailto: Dea= Karyna, Please find attached a draft of the sale contr=ct of the shares and some requested information: = No transfer taxes. It is a share deal without transfer taxes - =losing costs: Only our real estate agent's fees, 3% ex VAT -=Time frame: As soon as the funds are transferred - Due dil=gence: All the documents of the sellers company are available and this com=any has only one asset - Bin Ennakhil in Marrakech - MEP, roofs =ontrol: No but can be done at anytime All the bes= Alex <Kaufvertrag.cloc></=iv> Alex Peto Partne= (Office) •IMM EFTA_R1_01204013 EFTA02313670 (Maroc Cell =UK Cell) www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/> =C241) Find us on Facebook = Instag=am <https://www.instagram.com/kensington.morocco/> I Twitter <https://=witter.com/kens_properties> <=span> Private Office Marrakech=u> 1st Floor, Imm El Pacha<=div> 67 Rue Ibn Khaldoun, 40000=/div> Marrakech Morocco <=div> cunknown.png> <=iv dir="ltr"> <=iv style="margin:0cm 0cm 0.0001ptfont-size:11pOont-family:Calibri,san=- serif">Pl=ase consider the environment before printing this email. =br>This e-mail=may contain confidential and/or privileged information. If you are not the=intended recipient (or have received this e-mail in error) please notify t=e sender immediately and destroy this e-mail. Any unauthorized copying, di=closure or distribution of the material in this e-mail is strictly forbidd=n. <=r> On Feb 13, 2019, =t 12:48, Karyna Shuliak wrote: =div> Dear Alex,</=iv> As you may already know, we are in negotiations o= another property, so please provide as much info as you can, as soon as y=u are able to. Taxes on transfer, estimated closing costs, inspections, ti=e frame. 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 sellers c=.? Thank you. Best rega=ds, 6 EFTA_R1_01204014 EFTA02313671 Karyna On Feb 13, =019, at 9:04 AM, Alex Peto > wrote: www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/> =C240 Find us on Facebook = Instag=am <https://www.instagram.com/kensington.morocco/> I Twitter <https://=witter.com/kens_properties> aspan> Private Office Marrakech=u> 1st Floor, Imm El Pachaadiv> 67 Rue Ibn Khaldoun, 40000=/div> Marrakech Morocco cunknown.png> Please consider=the environment before printing this email. This e-mail may contain =onfidential and/or privileged information. If you are not the intended rec=pient (or have received this e-mail in error) please notify the sender imm=diately and destroy this e-mail. Any unauthorized copying, disclosure or d=stribution of the material in this e-mail is strictly forbidden. On Feb 12, 2019, =t 23:20, Karyna Shuliak > wrote: =div> Alex, </=iv> As you know, we thought that 20 =as the top. However if you are at 25, I am hopeful that we can come to an =greement. I suggest you send a contract asap, so we know exactly what we a=e buying. I am happy to have the number left blank, but the lawyers will n=ed to decide structure taxes and potential issues. The name of the buyer w=uld be KB Ilc. 7 EFTA_R1_01204015 EFTA02313672 Th=nk you. Best regards,q=pan> Karyna target="_blank On Feb 12, 2019, at 4:57 PM, Alex Peto «= href wrote: Hi Karyna This is not true. Marc (my business partn=r you met) flew to Italy yesterday and is currently with the owner, he has=a written offer @ 29m euros but with one complication. The owner is not we=l and does not want to wait for this to be resolved so for a very quick de=l I am told he would accept 25m euros. All =he best Alex Alex Peto Par=ner www.kensingtonmorocco.com <http://www.kensingtonmo=occo.com/> =C240 Find us on Facebook=C24ol =nstagram chttps://www.instagram.com/kensington.morocco/> I Twitter =1span> Private Office Marrak=ch 1st Floor, Imm El Pac=a 67 Rue Ibn Khaldoun, 40=00 Marrakech Morocco <unknown.png> Please consider the environment before printi=g this email. 8 EFTA_R1_01204016 EFTA02313673 This e-mail may contain confidential and/or privileged=information. If you are not the intended recipient (or have received this =-mail in error) please notify the sender immediately and destroy this e-ma=l. Any unauthorized copying, disclosure or distribution of the material in=this e-mail is strictly forbidden. wrote: On Feb 12, 2019, at 15:51, Karyna Shuliak < Hi Alex, I heard that your bu=er walked away, is that true? Karyna =/div> <=bIockquote> 4r=A0 please note The information conta=ned in this communication is confidential, may be attorney-client privi=eged, may constitute inside information, and is intended only for th= use of the addressee. It is the property of JEE Unauthorized use, d=sclosure or copying of this communication or any part thereof is strict=y prohibited and may be unlawful. If you have received this communic=tion in error, please notify us immediately by return e-mail or by e-ma=l to jeevacatio=@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof,<=r>including all attachments. copyright -all rights reserved =C240 please note g=; 9 EFTA_R1_01204017 EFTA02313674 The information contained in t=is communication is confidential, may be attorney-client privileged, ma= constitute inside information, and is intended only for the use of =he addressee. It is the property of JEE Unauthorized use, disclosure=or copying of this communication or any part thereof is strictly prohib=ted and may be unlawful. If you have received this communication in =rror, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.c=m, and destroy this communication and all copies thereof, includ=ng all attachments. copyright -all rights reserved <1=iv> 10 EFTA_R1_01204018 EFTA02313675