| Vendor: | GENILAND SARCCM : 14-B-1908 – NIF : A1114437F – N°ID NAT: 05-F4200-N77834X12, Avenue des Cyprès, Lubumbashi, Province du Haut-Katanga, DRC | |
| Purchaser: | [insert details] | |
| Preamble: | The purpose of this Term Sheet is to set forth a general outline of the Transaction (defined below) and certain important conditions with respect to the Transaction, which shall in all instances be subject to and contingent upon the Parties entering into a binding agreement for sale (the “AFS”).The parties save as set out elsewhere in this Term Sheet state their intention that this Term Sheet does not and shall not constitute a legal and binding obligation, contract, or agreement between any of the Parties, nor is it intended to be an extensive summary of all the terms and conditions of the Transaction or the AFS. | |
| The Land: | The Vendor holds a lease from the Government of the Democratic Republic of Congo for a term of twenty-five (25) years from November 20th, 2015 over ALL THAT parcel of land situate in Lubumbashi-Est land department, Commune Annex, Province du Haut-Katanga, Democratic Republic of Congo containing by measurement One One Zero Decimal Five Zero (110.50) hectares or thereabouts being Land Reference Number PC 6353 being the premises comprised in a Grant registered at the Land Titles Registry of Lubumbashi-Est land department as Number 0416350 Volume L1/037 Folio 100 which said piece of land with the dimensions abuttals and boundaries thereof is delineated in red font on the Plan annexed to the said lease and more particularly on measurement and beaconing Minutes Number 36748. (The “Land”). The Vendor is implementing a world class, comprehensive mixed-use development on the Land comprising residential developments, light industrial developments, retail developments, commercial developments, tourism facilities, social facilities and recreational facilities together with such ancillary amenities as the Vendor may determine from time to time (hereinafter referred to as “Kiswishi SEZ”). The Vendor has caused the Land to be demarcated into various Phases. Phase 1 is intended for mixed-use inclusive of light industrial manufacturing, warehousing, commercial retail and office space, public parks and natural open spaces, a school, a hospital, and high, medium, and low residential areas also. A map showing Phase 1 of the Kiswishi SEZ is in Appendix “A” (the “Phase 1”). The low-density residential phase will be called “Kimia”. | |
| The Transaction: | The Vendor has agreed to sell to the Purchaser plots No 234 & 235 in “Kimia” covered by a lease of twenty-five (25) years running from November 20th, 2015 (the “Lease”). The lease will then be renewed by the Vendor for another 25 years upon expiry and this process will continue into perpetuity. The Vendor has agreed to sell the Property (defined below) to the Purchaser, and the Purchaser has agreed to purchase the Properties at the Lease Premium of the plots No 234 & 235 subjects to and in accordance with such terms and conditions as shall be set out in the AFS to be entered into by the Vendor and the Purchaser (the “Transaction”). | |
| The Properties: | Plot/s No [insert] in “Kimia” (the “Properties”) measuring [insert] m2 for the [insert] plots/. The Properties’ location and their areas are shown in the map in Appendix B. | |
| Timetable: | The parties stipulate that time is of the essence for purposes of performance of the Purchaser’s obligations in this Transaction. The parties shall strictly keep the following timelines: Signing of the Term SheetThe parties shall execute this term sheet (the “Term Sheet”) on or before [insert]. On signing of the Term sheet, dependent on what payment terms you choose, the Purchase will have 7 days to make the first payment. Review of the Agreement For Sale, the Lease, and the Master Declaration for Kiswishi SEZ.The Purchaser shall have one calendar month to review the terms and conditions of the Agreement for Sale, the Lease, and the Master Declaration for Kiswishi SEZ. Signing of the AFS and LeaseThe parties shall execute the AFS and Lease on or before [insert] (the “Effective Date”). | |
| Lease Premium and Payment of the Lease Premium: | The Vendor shall sell, and the Purchaser shall purchase the Properties for the sum of [insert words] United States Dollars (USD insert numerals) equivalent to for the [insert numerals] m2 plot. (The “Lease Premium“). In addition to the Lease Premium, a 1.5% fee charge of the Lease Premium of insert words United States Dollars (USD insert numerals) is applicable to the payment as a charge related to the Special Economic Zone (the “SEZ”) license fee for all benefits linked to this status. Information related to the SEZ can be found at Appendix “C”. Following negotiations with the Purchaser, the payment of the properties will be executed in six equal instalments in accordance with the payment plan below and the Purchaser will be required to execute his first payment within 7 days following the signing of the Term sheet. Insert as applicable entire set of payments one by one: The Purchaser shall pay the vendor the sum of [insert words] United States Dollars (USD insert numerals) On or before insert date; As applicable up to 24 months/payments The Buyer is prohibited from selling the Properties to a third party before the full payment of all the Lease Premium. The third-party must comply with all the obligations contained in this Term sheet including but not limited to the completion of his construction by 2032, adherence to the infrastructures payment plan and to all all the design guidelines requirements to which the Buyer must subscribe as per the Development Control Committee design guidelines as to be provided during the review of the AFS and Master Declaration. General Provisions on all Payments Payable by the Purchaser Subject to paragraph 8 of this Term Sheet, all payments by the Purchaser shall be made in cash without any deduction, withholding, or set-off whatsoever. Any and all outstanding monies due to the Vendor (if any) shall earn interest at the rate of eighteen percent (18%) per annum on the outstanding monies, calculated on daily balances and compounded monthly from the date when the relevant sum of money was due (the “Interest Rate”). The Interest Rate shall increase by 5% every month until payment in full. The Vendor may, at the Vendor’s sole and absolute discretion, elect to extend the timelines for payment of the Lease Premium or any part thereof to such later date as the Vendor may in its sole and absolute discretion determine (the “Extended Payment Date”) PROVIDED THAT any part of the Lease Premium that remains due and unpaid (irrespective of whether or not the Vendor exercises its discretion to extend the timelines for payment of any Instalment or any part thereof), shall accrue interest at the Interest Rate from the initial date when such payment became due. If any outstanding part of the Lease Premium, together with all accrued interest thereon shall not have been paid in full on its due date, then the Vendor shall be entitled to issue to the Purchaser a fifteen (15) days’ notice to remedy the default whereupon if following the lapse of a fifteen (15) days’ notice to remedy issued by the Vendor to the Purchaser, the Purchaser is still in default of its obligation to pay the outstanding portion of the Lease Premium on its due date, the Vendor shall be entitled to immediately rescind the AFS by notice in writing to the Purchaser (whereupon the AFS shall stand rescinded immediately upon receipt of the said notice but without prejudice to any other rights or remedies available to the Vendor under AFS, at law or in equity) and in such circumstances the provisions of clauses 16 (a) and 16 (b) shall immediately and automatically apply mutatis mutandis. The Bank Account to be used for Payment of All Monies due by the Purchaser to the Vendor in respect of the Transaction: The Lease Premium, together with all other monies payable by the Purchaser to the Vendor in respect of the Transaction shall be paid by electronic transfer and shall be paid into the Vendor’s Bank Account, whose details are as follows: BANK: ECOBANK DRCBRANCH: LUBUMBASHIBANK/BRANCH CODE: 000260-0001NAME: GENILAND SACURRENCY: UNITED STATES DOLLARSACCOUNT NUMBER: 35080044181-93SWIFT CODE: ECOCCDKI Immediately upon the Purchaser effecting payment of any part of the Lease Premium, the Purchaser shall deliver to the Vendor proof of such payment (such as a confirmation of payment slip by the Purchaser’s bankers) to enable the Vendor to track such payment. The Vendor shall not be obligated to receive any portion of the Lease Premium except in the manner and amounts set out in this Term Sheet. | |
| Completion: | Completion of the sale and purchase of the Property shall take place on or before insert (“Completion Date”) or otherwise as agreed in the AFS. | |
| Vacant Possession: | The Purchaser shall not be entitled to possession of the Property until the entire Lease Premium and all other monies due from the Purchaser in the AFS have been paid in full to the Vendor for its utilization and until registration of the Lease has been completed.Any works, developments, or structures to be carried out on-site must be strictly implemented in accordance with the model and the design guidelines governing the residential areas of the Kiswishi project. | |
| The Product: | The Properties are sold with basic laterite road access infrastructure. This includes an open stormwater drain and a footpath which are also laterite in composition. The Vendor has installed 2 water boreholes next to the residential area on the northern side of Phase 1. A water treatment facility is to be installed. Once installed Purchasers can then apply to the Vendor who will provide connectivity to the water reticulation system on an open book basis at cost. The same will apply to solar streetlights, footpath paving, and road stabilisation. This will only be provided once there is a critical mass of properties in a particular area. Each property owner will pay their pro-rata share based on the size of their plots on an open book basis at cost. Payment for this infrastructure expansion will start to run on a payment plan basis from the month after the plot payment is complete. All top structures must be complete by the end of 2032. On signing of the AFS, the Purchaser agrees to participate in the infrastructure contribution based on the open book cost basis provision of basic amenities. Electricity will be provided by solar-powered battery storage solutions. The first movers with construction will be required to have their own facility or household-level solutions. Thereafter a long-term solar-based solution will be created by the Vendor and property owners will be able to connect to that system. Costs will be shown on an open book basis. Other, more localized amenities, such as sporting fields and running tracks in natural open areas, for example, will be paid for by the owners of land in those areas and restricted to use by them only. This will be coordinated by the Management Company on behalf of the Vendor. No Purchaser is permitted to do their own drilling unless written permission is provided by the Vendor following a formal application from the Purchaser. | |
| Master Declaration of Covenants, Restrictions and Conditions for Phase 1 Kiswishi SEZ: | For purposes of effective management of Kiswishi SEZ, the Vendor will register a Master Declaration of Covenants, Restrictions and Conditions against the Title. This will ensure that there are uniform practices adhered to by the Lessees and managed by the Kiswishi Phase 1 Management Company (the “Phase 1 ManCo”). | |
| Estate Management Fee/ Service Charge | The Purchaser shall pay its share of the Estate Management Fee/Service Charge being the share of the periodical expenditure incurred by the Management Company. The Estate Management Fee is calculated on the pro-rata allocation of the periodical expenditure based on the gross buildable area of the Properties compared to the total gross buildable area of the entire Phase 1 or arrived at the Management Company, in their sole and absolute discretion.It will issue a prior written notice to the Purchaser with a view to ensuring that the periodical expenditure is fair and equitable for all property owners within Phase 1 (including the Purchaser), taking into consideration the following factors:the proportion that the gross buildable area of the Properties compared to the permissible gross buildable area of Phase 1;the purpose for which the Property shall be used;the proportion that the Property bears to the total area of the entire Land; orin accordance with such other reasonable formulae as may be determined from time to time by the Management Company. The fee will cover the costs of security services, land rates to the Government, landscaping, rubbish collection, and other required services, provided on a cost-effective basis to the property owners by the Management Company. | |
| Other amenities: | The Buyer will be required to install solar panels to produce hot water. | |
| Development Control Committee: | All top structures will be built in accordance with the provisions of Phase 1 control and design guidelines requirements of Kiswishi SEZ. These guidelines can be found in Appendix “D”. The Purchaser will pay, to the Development Control Committee, the sum of insert words United States Dollars (USD insert numbers) equivalent to 0.25$/m2 of the properties area for the review and approval of construction plans. This fee is not inclusive of the fees payable to the Government Town Planning and Housing Division for the granting of the building permit. | |
| Termination: | If the Purchaser cancels and withdraws from this reservation or defaults in making any payments as and when due following execution of the AFS then the Vendor shall reserve the right (at its sole and absolute discretion) to treat this offer as canceled. If the Vendor treats this Transaction as canceled, notwithstanding any other remedies available to the Vendor at law or equity, the Vendor shall be entitled to retain, and the Purchaser shall forfeit an amount equivalent to ten (10%) percent of the Lease Premium (“Forfeiture Amount”) by way of agreed liquidated damages. The Purchaser acknowledges and accepts that the forfeiture of the Forfeiture Amount is a genuine pre-estimate of the loss to be suffered by the Vendor due to the Purchaser’s cancellation of this Transaction. If the Transaction is canceled pursuant to paragraph 16 (a), any differential amount between the portion of the Lease Premium and the Forfeiture Amount shall be reimbursed to the Purchaser by the Vendor within ninety (90) days from the effective termination date. The AFS shall detail fully all other rights of termination in the Transaction. | |
| The Vendor’s and Purchaser’s Advocates: | The Vendor’s Avocates are : [insert] The Purchaser’s Advocates are: [insert] | |
| Costs and Expenses: | Each Party shall bear its own legal fees in relation to the Transaction. | |
| Exclusivity: | Following the execution of this Term Sheet and payment of the Lease Premium, the Vendor shall not enter into any binding agreement with any other person or entity for the sale of the Property to such other person or entity (unless the Term Sheet is terminated in accordance with paragraph 16 and the AFS). | |
| Validity: | This Term Sheet is open to [insert date], at 17 hours or such longer period as the Vendor may in its discretion permit in writing. | |
| Legal Relations: | This Term Sheet is subject to execution by the Vendor and Purchaser of an AFS in respect of the Property setting out the terms and conditions on which the Vendor will sell, and the Purchaser will acquire the Property. The provisions of this Term Sheet are not intended to create legally binding obligations between the parties save for the provisions of this paragraph 16 (Termination), paragraph 19 (Exclusivity), paragraph 21 (Legal Relations), and paragraph 22 (Governing law) which shall be binding on the Vendor and the Purchaser. | |
| Governing Law: | This Term Sheet shall be governed by and construed in accordance with the laws of the Democratic Republic of Congo.For any arbitration, the parties may turn to national Courts.Any dispute arising out of or in connection with this Agreement shall be referred to and finally settled by arbitration under the rules (the Rules) then in existence of the National Arbitration and Conciliation Center (CENACOM), which Rules are deemed to be incorporated by reference in this clause. It is agreed that: (1) the tribunal shall consist of three arbitrators; (2) the appointing authority for the purposes of the Rules shall be the CENACOM; (3) the place of the arbitration shall be Lubumbashi; and (4) the language of the arbitration shall be French, but all documents may be submitted in the original language. | |
| Due Diligence | To facilitate due diligence by the Vendor, the Purchaser will avail a certified and valid copy of his ID within seven (7) days of signing this Term Sheet, as well as the confirmation of ownership of the bank account from which payments will be made. |
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