Due Diligence
A. Project Specific Diligence Questions:
1. Copies of Major Project Contracts
1.1. Equipment Supply contracts
Magnetech Signed Agreement and Payment Receipt
1.2. Construction Contracts
Alvan K Rolle & Associates Architects
Graphite Engineering ATAVUS_IMAX
Veritas Consultants Quantity Serveyor Agreement
1.3. Exclusivity arrangements with IMAX / 4DX
Aug 27-15 Laser Sale Agreement-Showcase Entertainment
4DX - Atavus Strategic Alliance Agreement
Atavus 4DX Agreement Exhibits (4DX Pro)
1.4. Any arrangements / MoUs / Contracts with studios
1.5. Equity Contribution Agreements
1.6. Other material finance-related agreements
1.7. Updated Land Appraisa
2. Project Status / History
2.1. Brief description of history of the undertaking
Company Overview and Corporate Profile
2.2. (equity) Investor Background
Company Overview and Corporate Profile
2.3. Status of permitting for the project
2.4. Material permits pending / needed
2.5. Material Milestones / Obligations to be met
2.6. Listing of any sunset provisions for permits / technology / rights
2.7. Discussion of proposed development timeline
Showcase Construction Timeline
Woslee Construction Maximum Budget
3. Financing Specific Diligence Questions:
3.1. Financial Model, ideally reaching out 5-10 years
- Dynamic (with formulas)
- Discussion of drivers and mechanics
3.2. List of Lenders / Investors that have been approached with this transaction in the past
The Atavus Group Ltd - List of Those Approached With This Transaction
3.3. Copies of presentation materials used, if any
B. General Due Diligence Questions:
1. Corporate Organization.
1.1. Corporate organizational chart showing subsidiaries and affiliated entities and showing or listing other equity investments
1.2. Charter or other organizational documents and any amendments
1.3. By-laws and any amendments thereto
1.4. Copies of the corporate minute books, including all the minutes of board and shareholders meetings for the last three years.
1.5. Copy of the pages of share ledger of each shareholder
Register of Member as of July 20th 2015
1.6. Offering circulars, private placement memoranda, prospectuses and any other disclosure or marketing documents (e.g., investor or "road show" presentations) relating to an offering of securities or any capital increase on a private or public basis
1.7. Information on any security interest, pledge or other encumbrance on any stock
1.8. List, description and copies of all outstanding option rights, warrants and other rights to acquire securities, if any, including identities of holders
1.9. List and copies of all agreements among shareholders
2. Regulatory Matters.
2.1. Any governmental permits, business licenses, registrations, concessions, exemptions, authorizations or regulatory approvals authorizing the establishment of or required for the conduct of the business, including all written governmental approvals regarding tax or other preferential treatment
NEC Approval 8th Dec 2014 Concessions
2.2. List of principal regulatory schemes to which the Issuers and their subsidiaries are subject and discussion of any licensing concerns or potential restrictions expressed or considered by any governmental authority including any prohibitions on engaging in business in any jurisdiction
2.3. Copies of all material contracts or arrangements with any government or quasi-government bodies, including any public aid obtained by the Issuers or significant subsidiary (government subsidies, tax exemptions, grants or other similar assistance) and material contracts subject to relevant public procurement laws, and any material correspondence relating to such contracts or arrangements
3. Indebtedness, Capital Leases and other Financing Arrangements.
3.1. All indentures, credit agreements, debt instruments, operating leases, finance leases, sale-leaseback agreements, deferred purchase price agreements, guarantees, keepwell letters, reimbursement agreements for letters of credit and related documentation for the Issuers and Guarantor, each subsidiary and any partnership in which they hold interest
3.2. A schedule of all material borrowings and indebtedness
3.3. Letters or agreements confirming lines of credit (please indicate total amount available and amount drawn to date)
3.4. All agreements or documentation relating to swaps, options, foreign exchange contracts or other derivatives, hedges and similar transactions
3.5. All documents evidencing security over assets including relevant documents related to liens, pledges, encumbrances, claims, options, restrictions on transfer of and pre-emption rights attached to shares of the Issuers and significant subsidiaries
3.6. Any agreements (other than those described above) that restrict additional indebtedness or the sale, lease or transfer (by dividend or otherwise) of the assets or the shares of the Issuers or the significant subsidiaries
3.7. All documents relating to debt between the Issuers or any subsidiary of the Issuers and another subsidiary
3.8. Any agreements creating an obligation by the Issuers or any of their material direct or indirect subsidiaries to provide funds or assets to, or otherwise make any investments in or guarantees for, any other party, whether by capital contribution, loan or otherwise
3.9. A list of any off-balance sheet liabilities not appearing in the most recent financial statements (including notes thereto)
4. Other Material Agreements.
4.1. Agreements accounting for 10% or more of the Issuers' or any subsidiary's revenues in any business segment
4.2. List of material customers giving annual amounts purchased during the last two years, and copies of contracts, if any, with such persons and material correspondence relating to such contracts
4.3. List of material suppliers and volume of purchases made from each listed source in the last two years, and copies of any contracts with such persons and material correspondence relating to such contracts.
4.4. Material credit arrangements with suppliers and customers
4.5. Material supply, requirements or service agreements
4.6. Agreements relating to (consummated or proposed) material acquisitions or dispositions (including spin-offs), restructurings or reorganizations
4.7. A list of each contract or agreement under which consents or approvals will be required in order to consummate the proposed offering or which will be subject to modification or acceleration as a result of the proposed offering
4.8. All management contracts and joint venture, partnership and cooperation agreements
4.9. Agreements limiting the ability of the Issuers or their subsidiaries to compete in any business with any person or in any particular area
4.10. Any other material agreements or arrangements
Agreement with HLB Galanis & Co
5. Accounting Matters.
5.1. A list of the auditors of the Issuers and each significant subsidiary
5.2. Historical financial reports (if any) and audited financial statements for the Issuers and each significant subsidiary (non-consolidated and consolidated, if available). If audited financial statements are unavailable for any period, please supply unaudited financial statements, to the extent available.
6. Affiliate, Employee, Officer and Director Matters.
6.1. The current list, including a brief biography and description of current duties, of all members of the Board of Directors and sub-committees thereof and other principal executive officers of the Issuers including the President, Senior Vice Presidents, Chief Financial Officer, and Principal Accounting Officer. The list should detail their respective equity ownership, if any, in the Issuers and each significant subsidiary. A list of all Board committees, the audit committee, their members and how often they meet, their scope of responsibility and copies of each of their charters or other governing documents.
6.2. List of other employees including name, seniority, position, age, salary, term, type of salary (ordinary or integral), and severance pay regime.
6.3. Employment, "change in control," severance, retirement, retention or consulting agreements or arrangements with directors or executive officers of the Issuers
6.4. Any payments or expenses paid in the last year or any obligation to make such payments or expenses in the current or any future year (including amounts and length of terms) that relate to service by employees that are no longer employed (severance pay or benefits promised but never accrued)>
6.5. Agreements relating to any transaction or series of transactions or any other business relationship between an affiliate, equity holder, director or executive officer of the Issuers (or any such person's family members) and the Issuers and their subsidiaries, including guarantees or asset transfers
6.6. Pension, retirement, savings and profit sharing plans; health, life, disability, accident and other welfare benefit plans
6.7. Copies of the registration with the social security entities including evidence of the payment of the relevant contributions for the last 3 months
NIB letter of Good Standing 2015
6.8. Copy of the internal work code and of the Hygiene and Industrial Security Code
Credit Card Corporate Policy Atavus Group November 30 2014
Showcase Entertainment Staff Policy
ACTS Documents
An Act to make Provisions for Minimum Wages
COMPANIES ACT 1992 (Consolidated Version) (incorporating amendments to 1 June 2001
Gazetted Securities Industry Act 2011
Health and Safety at Work Act 2002
Hotel Encouragement Act MFSI Schedule
Hotel Encouragement Act Summary Benefits
Securities Industry Regulations 2012
6.9. Any internal labor regulations and any union or other collective labor agreements, as the case may be
6.10. Information regarding any labor claims and law suits against the Issuers, Guarantor, and their subsidiaries
6.11. Description of any extralegal benefit in kind (i.e. life insurance policies, vehicles, etc.) in cash (i.e.annual bonus, etc.) granted to executive employees and/or to the other personnel
6.12. Copy of any outsourcing or temporary services contracts
6.13. Information regarding any payments other than payroll made to employees abroad
7. Assets.
7.1. List of real property owned by the Issuers, Guarantor, and their subsidiaries, together with (a) location and brief description, (b) description of all liens, mortgages or other encumbrances on title, (c) appraisal reports and (d) land use certificates and building ownership certificates, if any, and copies of their certificates of registration before the corresponding authority
Land Conveyance 6.5 Acres Atavus Group
THE ATAVUS GROUP LTD. - JFK Drive & Gladstone Road - vl - MCR Property Appraisal
Permit to Build Entertainment Centre
7.2. List of real property leased by the Issuers and their subsidiaries, together with (a) location and brief description, (b) lease agreements and (c) if available, a summary of date, term and termination rights, assignability, renewal rights and annual rental payments
7.3. List of material personal property owned by the Issuers and their subsidiaries, together with documents evidencing any security interests or other encumbrances thereon
7.4. List of material personal property leased (including pursuant to finance leases) by the Issuers and their subsidiaries, together with location and brief description, lease agreements and if available, a summary of date, term and termination rights, assignability, renewal rights and annual rental payments
7.5. Material contracts for the purchase of real estate held by the Issuers or any subsidiary
Contract for Land Sale 6.5 Acres Caves
7.6. Descriptions of any known adverse claims to title held by the Issuers or any subsidiary
7.7. List of all intellectual property owned, used or licensed (and any pending applications therefore). Copies of all patents, patent applications, trademark registrations, trademark applications, registered Internet domain names, registered designs, copyrights and invention disclosures. Copies of all license and sub-license agreements, know-how agreements, use of confidential and proprietary information agreements, patent and trademark assignments and security agreements in which the security interest includes rights in or to any intellectual property
7.8. List of licensed and proprietary computer software, and invoices supporting payments of these licenses and copies of the assignment agreements regarding proprietary software and other copyrights
8. Insurance.
8.1. Descriptive list of all material insurance arrangements (including property damage, third-party liability, director and officer and key employee insurance) setting forth insurer, nature of risks covered, insured amounts and deductibles
Life Insurance Contract Carlos Foulkes (Official)
Life Insurance Contract Dominic Richards (Official)
9. Proceedings and Litigation.
9.1. List of pending or threatened litigation, disputes, claims, administrative actions (including governmental investigations or inquiries), arbitration or other similar matters including non-judicial dispute resolution procedures, identifying the parties to such litigation (including in respect of directors and officers), the nature of the claim and the amount at dispute
9.2. Decrees, judgments, orders, settlement agreements, etc.
9.3. All reports to, correspondence with and notices from, any governmental entity relating to any violation or infringement or purported violation or infringement of government regulations
10. Environmental Matters.
10.1. Environmental surveys or reports prepared by consultants on behalf of the Issuers or any significant subsidiary
10.2. All environmental assessments, audits, investigations, or evaluations or compliance issues concerning any aspect of the operations of the business, including in respect of acquired operations
10.3. A schedule of reserves established by the Issuers and each significant subsidiary for loss contingencies in connection with remediation or other environmental matters
10.4. All consents, licenses and permits relating to environmental matters including waste disposal licenses, trade effluent consents, noise emission consents, air emission consents, and water discharge consents
10.5. A schedule of any other claims or proceedings (current, pending, potential or appealed) against, or investigations of, the Issuers or any significant subsidiary by any governmental agency or any other person, including criminal prosecutions and insurance claims relating to the release or discharge of any material into the environment or in connection with environmental protection (including liabilities under contract, e.g. environmental indemnities or warranties or covenants in leases or health and safety issues)
10.6. Internal reports to the directors on environmental, health and safety or any other regulatory matters, claims and liabilities
11. Tax Matters.
11.1. Copy of the Tax Registry
11.2. List of all major items of taxation that each of the Issuers and their subsidiaries is subject to and describe the applicable tax rates for the Issuers and their subsidiaries and the statutory basis for such rates
11.3. All tax returns of the Issuers (including all attachments, schedules, etc.)
11.4. Tax sharing or indemnity agreements binding the Issuers or any of its subsidiaries
11.5. Description of all tax audits of the Issuers and copies of all materials relating thereto (including any notices from tax authorities with respect to such audits) and any preliminary findings or matters under appeal
11.6. Information regarding the Issuers' reporting and reserving practices
5 VAT White Paper on TaxReform
Business Licence Fee Schedule Plus Examples
VAT Tariff Amendments with Description
11.7. Copies of the correspondence sent by Tax Authorities
Notice of Assessment and Approval VAT
11.8. Copies of the files for current tax litigation
12. Foreign Investment Matters.
12.1. Copy of the exchange Forms No. 15 (updating the foreign investment since the date of incorporation) if any.
12.2. Copy of foreign investment exchange forms issued since the date of incorporation.
12.3. Copy of the foreign investment status, issued by the Central Bank
12.4. Copy of any exchanged letters between the Issuer or the Guarantor and the Corporations Superitendence or the Central Bank related to foreign investment matters for the last three (3) years.
13. Other.
13.1. Any other documents that, in the Issuers' judgment, are significant with respect to the business, financial condition, results of operations or prospects of the Issuers and their subsidiaries and which may be material
Additional Information
The Showcase with IMAX Business Plan - June 3, 2015
Private Placement Memorandum - BRUMMUND - 525 Common Units
Atavus Group Ltd. and Showcase Entertainment Ltd. Certificates
Technical Infrastructure
DOREMI Theater Management System (TMS)
GDC_DCI3000_Brochure Projection Systems
Outdoor Display 28' X 14' LED 198x396-gp4.01127488
Point Of Sale Vista_Box Office
Point of Sale Vista Concessions
Solar Power Initiative Super Green
reducing_operating_costs_and_energy_consumption by harkness screens