1. MEMORANDUM OF UNDERSTANDING
FOR THE DELIVERY OF SWIFT MT103 ONE WAY (CASH BACKED)
AMOUNT : 100 M EURO
BIMB/100M/18092014
BETWEEN
MT103 (ONE WAY CASH-BACKED) ISSUER COMPANY DETAILS
COMPANY NAME Ballford Sales LLP
ADDRESS 75 DARKES LANE, SUITE B, 2ND FLOOR, POTTERS BR,
HERTFORDSHIRE, ENGLAND
COUNTRY ENGLAND
REPRESENTED BY Alla Grinberg
TITLE CEO
PASSPORT NUMBER 06462986
ISSUED PLACE & DATE 02.02.2010.
DATE OF EXPIRY 01.02.2020.
MT103 (ONE WAY) NOMINATED ISSUING BANK COORDINATES:
Bank name: PJSC UNIKOMBANK
Bank address: UKRAINE, 83048, DONETSK CITY, CHELYUSKINSEV
STR. 202A
Account name: AMADEUS DREAMS ENTERTAINMENT EU s.r.o.
Account number: 260080946
SWIFT CODE: PERAUA2XXXX
Bank Officer: YURII KATRAN
Bank Telephone: +38 (093)508-52-45
AND
MT103 –ONE WAY (CASH-BACKED) RECEIVER’S COMPANY DETAILS
COMPANY NAME MAJU SELANGOR DEVELOPMENT (M) BERHAD
ADDRESS TSB COMMERCIAL CENTRE SUNGAI BULUH
COUNTRY MALAYSIA
REPRESENTED BY SIR DR IR FEROZ
TITLE DIRECTOR
PASSPORT NUMBER A25895236
ISSUED PLACE &DATE JOHORE BHARU,
DATE OF EXPIRY 23 June 2017
MT103 NOMINATED RECEIVING BANK COORDINATES:
Bank name: : BANK ISLAM MALAYSIA BERHAD
Bank address: : TSB COMMERCIAL CENTRE,SUNGAI BULUH,SHAH
ALAM,MALAYSIA
Account name:
ACCOUNT NUMBER
:
:
MAJU SELANGOR DEVELOPMENT (M) BERHAD
12289010003439
SWIFT CODE: : BIMBMYKLXXX
Bank Officer: : HAMZAH JOHARI/AZUAN AMIN/KAMIL HADI
Bank Telephone: : +60327267873/+60320887917/+60327267867
Bank Fax : +60327267816
Bank Officer Email: : hamzah@bankislam.com.my/azuan@bankislam.com.m
y/kamilhadi@bankislam.com.my
WHEREAS: The Receiver desires to receive a SWIFT MT103 instrument from THE PROVIDER to
2. enter into Joint Venture Agreement for worldwide projects. THE RECEIVER confirms with full
corporate and legal responsibility to accept the SWIFT MT103 to be sent to his nominated bank
account by THE PROVIDER, and confirms further that funds are available to fulfill the payment
requirements for the requested MT103 instrument.
WHEREAS: THE PROVIDER desires to transmit via swift the aforementioned MT103 instrument to
THE RECEIVER. THE PROVIDER represents and warrants that it has the ability and resources to
arrange with full corporate responsibility, the financial instrument, in the term of assignments to be
agreed upon by the PROVIDER and the RECEIVER as will be stipulated in the Joint-Venture
Agreement. THE PROVIDER hereby declares under penalty of perjury that the SWIFT MT103 (ONE
WAY) will be backed by funds that are good, clean, clear, and free of non-criminal origin, the SWIFT
MT103 will be free and clear of all liens, encumbrances and third party interest. The SWIFT MT103
(ONE WAY) instrument is for credit enhancement only, cash backed.
DESCRIPTION OF INSTRUMENT(S):
1. Instrument: SWIFT MT103 (One Way )
2. Total Face Value: EUR 100,000,000.00 (ONE HUNDRED EUROS)
3. Issuing Bank: PJSC UNIKOMBANK
4. TOTAL PAY-OUT 25% OF THE TOTAL VALUE with distribution shares:
5. Sharing Ratio: 20% OF FACE VALUE TO THE PROVIDER/SENDER (inclusive of
the facilitator/s fees)
5% of FACE VALUE TO RECEIVER (inclusive of the facilitator/s
fees)
6. Delivery: SWIFT MT103 (ONE WAY) Cash Backed
7. Payment: SWIFT MT103 ONE WAY OR WIRE TRANSFER (SWIFT payment is
payment preference)
8. Duration of Payment: PAYMENT WITHIN 72 BUSINESS HOURS UPON SUCCESFUL
RECEIPT, CONFIRMATION, OF THE SWIFT MT103 –ONE WAY
PROCEDURES:
1. Buyer submits Letter Of Intent (LOI) with full banking), Color copy of Passport.
2. After conducting due diligence, the Seller will countersign the LOI and return it to Buyer
and Seller’s Passport copy. This LOI automatically becomes a full commercial recourse
contract. Both parties shall lodge the executed contract with their respective Banks.
3. Within two (2) banking days, the Buyer’s Bank shall send RMA SWIFT MT999 to the Seller’s
Bank. (EXHIBIT A) .
4. Within the same banking day, the Bank Seller answer the Bank Buyer’s.
5. Within three (2) banking days, Seller’s Issuing Bank shall send the SWIFT MT103 to the
Buyer’s Bank (EXHIBIT C) and a courtesy copy shall be sent to the Buyer. The Buyer’s bank verifies
and authenticate the SWIFT MT103.
6. Within 72 business hours, after obtaining of the SWIFT MT103, the Buyer shall send
payment to the Seller via SWIFT MT103.
NON-SOLICITATION
THE RECEIVER hereby confirms and declares that THE PROVIDER, its associates or representatives
3. or any person or persons on its behalf has/have never been solicited by any party, its shareholders
or associates or representatives in any way whatsoever that can be construed as a solicitation for
this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this
agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to
the extent that such delays or failures in performance are not caused by events or circumstance
beyond the control of such party.
The term “Beyond the Control of Such Party “Include Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters. Any other cause not within the control of such party or which is by
exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.
ARBITRATION:
All disputes and questions whatsoever which arises between the parties to this agreement and
touching on this agreement on the construction or application thereof or any account cost, liability
to be made hereunder or as to any act or way relating to this agreement shall be settled by the
arbitration in accordance with the arbitration laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or
oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument
in writing signed by both parties. This agreement will be governed by and construed in accordance
with the laws of United Kingdom. In the event that either party shall be required to bring any legal
actions against the other in order to enforce any of the terms of this agreement the prevailing party
shall be entitled to recover reasonably attorney fees and costs.
SIGNED BY:
Name / Title: Mrs. Alla Grinberg , CEO
Company: AMADEUS DREAMS ENTERTAINMENT EU s.r.o.
SIGNED BY:
Name / Title: SIR DR IR FEROZ
4. APPROVED TEXT OF SWIFT MT103 ONE-WAY
--------------------------- Message Header -------------------
Swift Input : FIN 998 Proprietary Message
Sender :PERAUA2XXXX
PJSC UNICOMBANK
DONETSK UA
Receiver :
BANK ADDRESS:
SWIFT CODE:
--------------------------- Message Text ---------------------
20: Transaction Reference Number
xxxxxxxxxxxxxx
12: Sub-Message Type
103
77E: Proprietary Message
QUOTE
Swift Input FIN 103
23B:CRED
32A:091214EURO100.000.000,00
50K:/260080946
AMADEUS DREAMS ENTERTAINMENT EU s.r.o.
52A:PERAUA2XXXX
PJSC UNICOMBANK
57A:XXXXXXX
59:/XXXXXXXXX
XXXXXXXXXXXXXX
70:PAYMENT ACCRD XXXXXXXXXXXXXXXXXXXFOR INVESTMENT
71A:OUR
FROM:
TRANSACTION CODE: AND/NLIL100M 28082014
ISSUING BANK: PJSC UNICOMBANK
BANK ADDRESS: UKRAINE, DONETSK CITY
CURRENCY: EUROS
PRINCIPAL AMOUNT: €100.000.000,00 (ONE HUNDRED
MILLION EUROS
ORDERING CUSTOMER: AMADEUS DREAMS ENTERTAINMENT EU s.r.o.
ACCOUNT NUMBER: 260080946
TO:
BANK NAME: BANK ISLAM MALAYSIA BERHAD
BANK ADDRESS: TSB COMMERCIAL CENTRE,SUNGAI BULUH,SHAH ALAM,MALAYSIA
ACCOUNT NAME: MAJU SELANGOR DEVELOPMENT (M) BERHAD
ACCOUNT NUMBER: 12289010003439
SWIFT CODE: BIMBMYKLXXX
WE,PJSC UNICOMBANK, LOCATED AT UKRAINE, DONETSK CITY, WITHFULL
BANKING RESPONSILBILTY HEREBY PRESENT OUR IRREVOCABLE,
TRANSFERABLE,AND CALLABLE CASH BACKED STANDING SWIFT WIRE MT103
TRANSFER IN FAVOUR OF XXXXXXXX. WITH ACCOUNT NUMBER XXXXX,CASH FUNDS
AMOUNTING TO AND VALUED AT €100,000,000.00 (ONE HUNDRED MILLION
EUROS) IN THE LAWFUL CURRENCY OF EUROPEN UNION.
WE HEREBY CONFIRM THAT THESE FUNDS TO THE BEST OF OUR KNOWLEDGE
ARE CLEAN,CLEAR FREE OF ANY LEVY LIENS OR ENCUMBRANCE AND THE RULE
OF FULL DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUNDS WERE
LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES. THIS
UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE ANDCALLABLE MT 103/SWIFT
WIRE TRANSFER IS BINDING FULLY PERFORMED DUE BILL AND IMMEDIATELY
5. CALLABLE FOR CASH PAYMENT. WE CONFIRM THAT PAYMENT SHOULD BE
RELEASED.
THIS UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE AND CALLABLE MT
103/SWIFT WIRE TRANSFER IS VALID FOR THREE MONTH OF RECEIPT, NO
CONFIRMATION SHALL FOLLOW.
THIS IS AN OPERATIVE INSTRUMENT FOR AND ON BEHALF OF PJSC
UNICOMBANK SUBJECT TO THE INTERNATIONAL REMITTANCE REGULATION TO
EXTERNAL BANK ACCOUNT PAYMENT.
PLEASE ADVICE THE BENEFICIARY OF FUNDS TRANSFER IN THE AMOUNT OF
ONE HUNDRED MILLION EUROS (€100,000,000.00) FOR INVESTMENT, NO
FURTHER CONFIRMATION WILL FOLLOW.
FOR AND ON BEHALF OF PJSC UNICOMBANK:
MR. RADKEVYCH ANDRII
ID CODE: RA-089
MR. KATRAN IURII
ID CODE: KI-090
UNQUOTE
