EFTA02313740.pdf

From: 1 <jeevacation@gmail.com> Sent: Sunday, February 17, 2019 8:51 PM To: Karyna Shuliak Subject: Re: Bin Ennakhil alex, can you ask marc to provide a tax opinio= re transfer and capital gains, as well as KYC requirements. =C2* ultimate beneficial owner of seller. must be chec=ed not to be on sanction list. escrow , deposit. inspe=tion period costs etc. On Sun, Feb 17, 2019 at 2:49 PM Karyna Sh=liak wrote: Be=in forwarded message: From: Alex Pete < > Subject: Re: Bin Enna=hil Dear Karyna Sorry=for the delay - Marc is gathering information for you and will respond sho=tly. All the best Alex4=iv> Alex Peto Partner</=ont> 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/> 1 Twitter <https://twitter.com/kens_properties> <=pan style="font-size:l2pt;font-familyf'Times New Roman",serif-= EFTA_R1_01204385 EFTA02313740 Private Office Marrakech</=iv> 1st Floor, Imm EI=Pacha 67 Rue Ibn=Khaldoun, 40000 Marrakech Please consider the environment before printing this email...A0 This e-mail may contain confidential and/or privileged information. If =ou are not the intended recipient for have received this e-mail in error) =lease notify the sender immediately and destroy this e-mail. Any unauthori=ed copying, disclosure or distribution of the material in this e-mail is s=rictly forbidden. On Feb 17, 2019, =t 15:36, Karyna Shuliak > wrote: Dear Alex, I am awaiting a response regardin= the title insurance, tax indemnities, guarantees, deposits and escrow ple=se. When can we expect an answer? Thank you. Best regards, Karyna On Feb 16, 2019, at 2:43 AM, Karyna Shuliak > =rote: Dear Alex, 2 EFTA_R1_01204386 EFTA02313741 We assume we are not the first to be su=prised at a Christies Broker suggesting payment to a trust in the BV= re shares in a Lichtenstein co with no due diligence, no guarantees, no i=surance, no title, relating to property in Morocco and bank accounts in th= United States in an attempt to avoid both capital gains and transfer tax.=The lawyers dont know where to begin as well, as the date in the contract =efers to August of 2017. So this contract was drafted =ears ago and it appears no one was willing to sign, is that correct? Karyna On Feb 15, 2019, at 1:07 PM, Kary=a Shulia > wrote: Dear Alex, Thank you for=your email. I am sure you are aware that this "real e=tate contract" is highly irregular for Americans. 1.=C2* It is not a real estate contract, it is a purchase of an offshore en=ity, creating many complexities for americans. 4=iv> 2= There was never any discussion about real estate fees on top of the=price. We have bought many properties, including through Christies and a c=mmission was always paid by seller. 3. The due diligen=e on a lichtenstein co. will take months. 4. We would h=ve to be indemnified for all taxes due to morroccan government on tr=nsfer and unknown liabiltiles of the co., especially as you might imagine,=this purchase would be very high profile. 5. Is t=ere a title on file? who would guarantee title transfer? If Christies is w=lling that might work. 6. We were hoping for a quick closing= With this structure it is not possible, and money would need to be withhe=d for years to back up the indemnity. It is very disappointing. We a=e told that liabilties would extend approx 7 years, so a payment of 10m da= one and 2 milliion per year for 8 years might work. There clearly is no p=rfect title transfer under your proposed structure. Four jurisdictio=s, real estate and corporate and disclosure rules in each. Can you make a =uggestion? Thank you. Best regards,=/span> Karyna On Feb 15, 2019= at 9:36 AM, Alex Peto wrote: Dear Karyna The vendor will not accept=less than 25m euros net to him - our agency fees can either be paid by you=or by the vendor but if he pays then the price would need to be 26m euros.=/div> We have a list of what items he intends to remove=- it is not much but for example there is a Gauguin in the bedroom which o= course he will remove - I will get this list and sent it to you. 3 EFTA_R1_01204387 EFTA02313742 It is not possible to only buy the asset and it does save =ou 7% in government taxes - your lawyers can check the company has no liab=lities but I assure you anyway it doesn't. If you would like to discuss any of the above over the telephone please l=t me know a convenient time to call you. All the =est Alex Alex Peto Partne= www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/> =C240 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> Pleas= consider the environment before printing this email. This e-mail ma= contain confidential and/or privileged information. If you are not the in=ended recipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, discl=sure or distribution of the material in this e-mail is strictly forbidden.=/span> =/span> On Feb 14, 2019, =t 21:23, Karyna Shuliak wrote: Dear Alex, <=r> Thank you for your email. 4 EFTA_R1_01204388 EFTA02313743 <=pan style="background•color:rgba(255,255,255,0)">Normally seller pays co=mission, due diligence period to review cos books. List of items to be rem=ved needs detailing. Taxes owed. Can we just buy the asset? How are we to =now that the co has no liabilities? Thank you, Best regards, Karyna On Feb 14, 2019, at 7:27 PM, Alex Peto wrote: <=div> Dear Karyna, =div>Please find attached a draft of the sale contract of the shares and so=e requested information: - No transfer taxes. It =s a share deal without transfer taxes - Closing costs: Only our =eal estate agent's fees, 3% ex VAT - Time frame: As soon as =he funds are transferred - Due diligence: All the document= of the sellers company are available and this company has only one asset = Bin Ennakhil in Marrakech • MEP, roofs control: No but can be d=ne at anytime All the best Alex <Kaufvertrag.doc> Alex Peto Partne= www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.comh =C24k Find us on Facebook = Instag=am <https://www.instagram.com/kensington.moroccoh I Twitter <https://=witter.com/kens_properties> <=span> Private Office Marrakech=u> 1st Floor, Imm El Pacha<=div> 67 Rue Ibn Khaldoun, 40000=/div> 5 EFTA_R1_01204389 EFTA02313744 Marrakech Morocco <unknown.=ng> <=iv style="letter-spacing:normal;text-align:start;text-indent:0px;text- tr=nsform:none;white-space:normal;word-spacing:0px"> Please consider the environment before printing this email. Q=A0 Th=s e-mail may contain confidential and/or privileged information. If you ar= not the intended recipient (or have received this e-mail in error) please=notify the sender immediately and destroy this e-mail. Any unauthorized co=ying, disclosure or distribution of the material in this e-mail is strictl= forbidden. On Feb 13, 2019, =t 12:48, Karyna Shuliak > wrote: Dear Alex, <=r> As you may already know, we are in negotiations on another property, so=please provide as much info as you can, as soon as you are able to. Taxes =n transfer, estimated closing costs, inspections, time frame. Has a recent=MEP survey been done? Have the roofs been examined? If it is in co form, i= there due diligence that has been done on sellers co.? Karyna <mailto:a wrote: gets back later today. On Feb 13, 2019, at 9:04 AM, Alex=Peto =ear Karyna Marc is on his way back from Italy today but=will send you a contract when he All the best Alex =br> Alex Peto 6 EFTA_R1_01204390 EFTA02313745 Partne= www.kensingtonmorocco.com <http://www.kensingtonmoroc=o.com/> =C24> 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> Pleas= consider the environment before printing this email. This e-mail ma= contain confidential and/or privileged information. If you are not the in=ended recipient (or have received this e-mail in error) please notify the =ender immediately and destroy this e-mail. Any unauthorized copying, discl=sure or distribution of the material in this e-mail is strictly forbidden.=/span> =/span> On Feb 12, 2019, =t 23:20, Karyna Shuliak <mailto > wrote: Alex, As you know, we thought that 20 was the top. However i= you are at 25, I am hopeful that we can come to an agreement. I suggest y=u send a contract asap, so we know exactly what we are buying. I am happy =o have the number left blank, but the lawyers will need to decide structur= taxes and potential issues. The name of the buyer would be KB Ilc. <=span> Thank you. <=iv dir="ltr" style="font-family:Helvetica;font-size:12px;font-style:no=mal;font- variant-caps:normal;font-weight:normal;letter-spacing:normal;text=align:start;text-indent:0px;text- transform:none;white-space:normal;word-sp=cing:0px;text-decoration:none"> Best regards, 7 EFTA_R1_01204391 EFTA02313746 =br> Karyna On Feb 12, 2019, at 4:57 PM, Alex Peto wrote: <=lockquote type="cite" style="font-family:Helvetica;font- size:12px;font=style:normal;font-variant-caps:normal;font-weight:normal;letter-spacing:normal;text-align:starttext- indent:0px;text-transform:none;white-space:norma=;word-spacing:0px;text-decoration:none"> Hi Karyna This is not true. Marc (my business partner you met) flew to It=ly 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 want t= wait for this to be resolved so for a very quick deal I am told he would =ccept 25m euros. All the best Alex Alex Peto Partner <=iv style="font-style:normal;font-variant-caps:normal;font- weight:normal;=etter-spacing:normal;text-align:starttext-indent:0px;text-transform:none;=hite-space:normalmord- spacing:0px;font-size:11pt;margin:0cm 0cm 0.0001pt=ont-family:Calibri,sans-serir> ww=.kensingtonmorocco.com Find us on Facebook <https://www.faceb=ok.com/kensingtonmorocco/> I Instagrarni>=A0 I Twitter <https://twitter.com/kens_rroperties> </=pan> Private Office Marrakech =font style="font-size:l2px" face="Times New Roman">lst Floor, Imm El Pacha 67 Rue Ibn Khaldoun, 40000 Marrakech =span style="font-family:"Times New Roman";font-size:l4px">Moro=co cunknown.png> =div>On Feb 12, 2019, at 15:51, Karyna Shuliak > wrot=: 8 EFTA_R1_01204392 EFTA02313747 =div> Hi Alex, I heard that your buyer walked away, is that true= Karyna <=r clear="all"> please note confidential, may be=attorney-client privileged, may constitute inside information, and is i=tended only for the use of the addressee. It is the property of JEE<=r>Unauthorized use, disclosure or copying of this communication or any =art thereof is strictly prohibited and may be unlawful. If you have rec=ived this communication in error, please notify us immediately by re=urn e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication an= all copies thereof, including all attachments. copyright -all rights r=served 9 EFTA_R1_01204393 EFTA02313748