Prospectus. for the Public Offering in Germany and Luxembourg of 1,480,349 new no-par value ordinary bearer shares

Transcription

1 Prospectus for the Public Offering in Germany and Luxembourg of 1,480,349 new no-par value ordinary bearer shares each such no-par value share representing a notional interest in the registered share capital of 1.00 from the capital increase against cash contributions and with subscription rights of the shareholders resolved by the Company s Management Board on 14 October 2014 with approval of the Supervisory Board on 14 October 2014 effected by utilising the remaining Authorised Capital 2012 of 1,480, resolved by the Annual General Meeting on 24 August 2012 and registered with the commercial register on 20 November 2012, through the issuance of up to 1,480,349 new no-par value shares, each share with full dividend rights from 1 January 2014, Subscription price: 1.50 International Securities Identification Number (ISIN): DE000A0HHJR3 German Securities Identification Number (WKN): A0HHJR Ticker symbol: CLIQ as well as for the public offering in Germany and Luxembourg of a convertible bond with 6.5% interest in the total nominal amount of 2,400,000, divided into 2,400 notes in the nominal amount of 1,000 per note, resolved by the Management Board of the Company on 14 October 2014 with approval of the Supervisory Board of 14 October 2014 effected by utilising the authorisation of the Annual General Meeting of 30 August 2013 International Securities Identification Number (ISIN): DE000A12UNG8 German Securities Identification Number (WKN): A12UNG Ticker symbol: CLI1 of Cliq Digital AG Düsseldorf The date of this prospectus is 15 October 2014.

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3 3 TABLE OF CONTENTS 1. SUMMARY OF THE PROSPECTUS SUMMARY OF THE PROSPECTUS (GERMAN TRANSLATION) RISK FACTORS Market-related risks Company-specific risks Legal and tax risks Risks connected with the capital market and the Shares Offering Risks connected with the capital market and the Notes Offering GENERAL INFORMATION Responsibility for the contents of this Prospectus Subject matter of the Prospectus Forward-looking statements Documents on display Sources of market data and note on financial data and other figures THE SECURITIES OFFERING Shares Offering Notes Offering Projected timetable Underwriting Private Placement Selling restrictions Interests of natural persons or legal entities participating in the Securities Offering Persons intending to subscribe REASONS AND COSTS FOR THE OFFERING, USE OF PROCEEDS CAPITALISATION AND INDEBTEDNESS Capitalisation Net financial indebtedness WORKING CAPITAL STATEMENT DIVIDEND POLICY, EARNINGS AND DIVIDEND PER SHARE, APPROPRIATION OF PROFITS DILUTION SELECTED FINANCIAL INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Significant factors affecting the results of operations Analysis of the results of operations Analysis of the asset and capital structure Analysis of financial position Investments Analysis of the annual financial statements of Cliq Digital AG for the financial year ended 31 December Significant accounting policies applied INDUSTRY Introduction Macro situation Competition BUSINESS Overview Competitive strengths Corporate strategy

4 Business model Customers and sales Property, plant and equipment Employees Litigation and administrative proceedings Insurance Research and development Intellectual property rights REGULATORY FRAMEWORK Data Protection Law Telemedia Law Telecommunications Law Copyright, Trademark and other Intellectual Property Law Consumer Protection Law Protection of Minors Law Unfair Competition Law Gambling Law MATERIAL AGREEMENTS Acquisitions and divestitures Financing agreements Operative agreements GENERAL INFORMATION ABOUT THE COMPANY Formation and history of Cliq Digital Company name, registered office, object, financial year, and term of Cliq Digital Corporate structure and information about the holdings Management Board, Supervisory Board, Annual General Meeting Corporate governance regime Notices Statutory Auditors SHARE CAPITAL OF THE COMPANY Registered share capital of the company Development of the registered share capital since Authorised capital Contingent capital Treasury shares Convertible bonds and option bonds Stock option program General provisions on capital measures General provisions governing subscription rights Appropriation of profits, payment of dividends General provisions on the liquidation of the Company and participation in the liquidation surplus General provisions on the exclusion of minority shareholders (squeeze-out) Notification obligations RELATED PARTIES TRANSACTIONS Agreements with members of the Management Board and Supervisory Board Transactions with affiliates Business relations with joint ventures MAJOR SHAREHOLDERS TAXATION IN THE FEDERAL REPUBLIC OF GERMANY Taxation of the Company Taxation of shareholders Other taxes TAXATION IN THE GRAND DUCHY OF LUXEMBOURG Luxembourg taxation of the Company s Luxembourg resident shareholders Other taxes

5 5 23. TERMS AND CONDITIONS OF THE NEW NOTES FINANCIAL SECTION... F RECENT DEVELOPMENTS AND OUTLOOK... G GLOSSARY... H SIGNATURE PAGE... U ENGLISH CONVENIENCE TRANSLATION OF THE TERMS AND CONDITIONS OF THE NEW NOTES... E-1

6 6 1. SUMMARY OF THE PROSPECTUS Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all elements required to be included in a summary for this type of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements. Even though an element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case, a short description of the element is included in the summary with the mention of not applicable. Section A Introduction and warnings A.1 Warning. This summary (the Summary ) should be read as an introduction to this prospectus (the Prospectus ). Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the European Economic Area, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent. Not applicable. A consent of the Company regarding the use of the Prospectus for a subsequent resale or final placement of securities by financial intermediaries has not been granted. Section B Issuer B.1 Legal and commercial name. The legal name of the issuer is Cliq Digital AG ( Cliq Digital, the Issuer or the Company or together with its subsidiaries Cliq Group ). The Company frequently uses the name Cliq Digital as a commercial name in its documentation and advertising brochures. B.2 Domicile, legal form, legislation, country of incorporation. The Company is a German stock corporation with registered seat in Düsseldorf, Germany, incorporated in Germany and governed by German law. B.3 Description of, and key factors relating to, the nature of the Issuer s current operations and its principal activities, stating the main categories of products sold and/or services performed and identification of the principal markets in which the Issuer competes. Cliq Group is a provider of digital mobile products attributable to the product groups entertainment, games, apps and software, which are available primarily on smartphones, feature phones or tablets. Cliq Group s core business is the direct marketing of its products to end-customers via internet and mobile internet in multiple countries. In its core business, Cliq Group offers digital mobile products for download against payment either by subscriptions or by individual purchase ( Premium Model ). The products are made available to the customers either via SMS, via proprietary content portals (websites) or via digital shops. Product Groups The product groups, in which the digital mobile products offered by Cliq Group may be subdivided, are: Mobile Entertainment, Mobile Games, Mobile Apps and Mobile Software. Competitive strengths The Company believes that Cliq Group is characterised by the following competitive strengths: Ability to operate in dynamic markets Experienced management team Experienced in and knowledge of merging and consolidating businesses Detailed knowledge and strong experience in multiple countries worldwide Attractive partner to content providers due to experienced direct to customer marketing Corporate strategy Cliq Group s objective is to increase its value by sustainably expanding and increasing the revenues from its services and products while maintaining and increasing the profitability of its business activities. In order to promote these goals, Cliq Group pursues the following strategies: Focus on direct response marketing Concentration on premium digital mobile products Increasing the global footprint B.4a Description of the most significant recent trends affecting the Issuer and the industries in which it operates. The international market environment for digital mobile products experiences changes due to the introduction of new

7 technologies or products and due to changed customer preferences. There is a trend towards a stricter regulation of Cliq Group s business environment as well as stricter enforcement, especially regarding customer protection and data protection laws. Cliq Group s financing costs have increased after the acquisition of Cliq B.V. and the acquisition of the remaining 49.8% of Guerilla Mobile Berlin GmbH. By refinancing its financial indebtedness with Commerzbank AG in February and March 2014, Cliq Group was able to reduce its monthly repayment obligations significantly. Since the interest rates of the new credit facilities are slightly higher compared to the credit facilities provided by ABN AMRO Bank N.V. ( ABN AMRO ) utilised in connection with the acquisition of Cliq B.V. in 2012, the Company does not expect that the negative financial result will be reduced in Cliq Group s intangible fixed assets form a major position of Cliq Group s total assets. Like all assets, these intangible fixed assets are subject to impairment. Cliq Group s business is affected by aquisitions and divestitures of business activities in the last financial years. As per 30 June 2014, due to a change in accounting estimates, Cliq Group started to qualify its customer acquisition costs as intangible assets in the consolidated financial statements. B.5 Description of Cliq Group and the Company s position within Cliq Group. Cliq Digital predominantly works as parent company of a diversified group and operates alongside its sub-holding companies in the individual business segments. At the date of this Prospectus, Cliq Group comprised a total of 30 companies that are included in the consolidated financial statements. There are no minority shareholdings. The diagram below provides a simplified view of the corporate structure of Cliq Group as of the date of this Prospectus: 7 Cliq Digital AG 100% Cliq B.V. Bob Mobile Deutschland GmbH 100% 99.90% Bob Mobile Hellas S.A. * 100% thumbr B.V. 100% Bluetiq GmbH 100% Capital Games GmbH 100% Blinck International B.V. 100% The Mobile Generation Holding B.V. 100% Kraulat GmbH 100% Cructiq AG 100% Artiq Mobile B.V. Mobtiq B.V. 100% 100% Guerilla Mobile Asia Pacific Pte. Ltd.GmbH 100% Imobic GmbH 100% Blinck Mobile Ltd. 100% Run the Red Servicos Em Telecomunicacoes LTDA ** 100% Just A Game Hellas S.A. 100% Hectiq B.V. The Mobile Generation Americas Inc 100% Grumbl Media Holding B.V. 100% 100% Rheinkraft Production GmbH 100% 100% Memco B.V. The Mobile Generation IB.V. 100% 100% idna B.V. GIM Global Investments Munich GmbH 100% Simiq B.V. TME Singapore PTE Ltd. 100% 100% Return Media B.V. 100% Venga Mobile GmbH * A minorityshare of 0.10% in Bob Mobile Hellas S.A. is held by Bob Mobile Deutschland GmbH. ** A minority share of % in Run the Red Servicos Em Telecomunicacoes LTDA is held by The Mobile Generation Holding B.V. B.6 Persons who, directly or indirectly, have an interest in the Issuer s capital or voting rights or have control over the Issuer. Cliq Digital is aware of one principal shareholder as of the date of this Prospectus: Grupa Media Holding II B.V. holds 1,728,200 of the shares which corresponds to approximately 38.9% of the total share capital. A substantial number of shares in Grupa Media Holding II B.V. is (indirectly) held by the chairman of the Management Board, Luc Voncken. To the best of its knowledge, the Company is not directly or indirectly owned or controlled by a controlling shareholder holding more than the majority of the Company s shares. The shares held by the Company s principal shareholder do not entitle him to any special voting rights. Voting Rights Each share of the Company carries one vote at the General Meetings of the Company. There are no restrictions on voting rights. Voting rights are the same for all shareholders of the Company. There are no differing voting rights of majority shareholders. B.7 Selected historical key financial and business information regarding the Issuer. The financial information summarised below has been taken from the audited consolidated financial statements for the financial years ended on 31 December 2011, 2012 and 2013 (the Audited Consolidated Financial Statements ) and the

8 unaudited consolidated financial statements for the six months period ended on 30 June 2014 (the Interim Consolidated Financial Statements and together with the Audited Consolidated Financial Statements the Consolidated Financial Statements ). The Consolidated Financial Statements were prepared in accordance with the International Financial Reporting Standards as adopted in the European Union (IFRS). The Audited Consolidated Financial Statements, including the consolidated management reports, were audited by MAZARS GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, and given an unqualified auditor s report in each case. The Audited Consolidated Financial Statements together with the consolidated management reports and the Interim Consolidtaed Financial Statements are printed in the Financial Section of this Prospectus. Unless specified otherwise, figures are provided as thousands. The presentation in thousands may result in rounding differences, including when compared with the Consolidated Financial Statements printed in the Financial Section of this Prospectus. Key financial indicators Key financial indicators used by Cliq Digital are presented below: 8 Each in thousand Six months period ended 30 June 2014 % Six months period ended 30 June 2013 Financial year ended 31 Dec 2013 % Financial year ended 31 Dec 2012 % Financial year ended 31 Dec 2011 Revenue 1) 21, , , , ,079.8 Net profit / loss for the period 1) , ,015.3 n.a. -3, ,485.5 EBIT (unaudited) 2) , ,970.1 n.a. -1, ,527.2 EBITDA (unaudited) 3) 5, , , ,549.8 n.a ) 2) 3) The amounts shown for the financial years ended 31 December 2011, 2012 and 2013 are audited. The amounts shown for the six months periods ended 30 June 2013 and 2014 are unaudited. All percentages are unaudited. The Company defined EBIT (earnings before interests and taxes) as operating profit / loss. EBIT is not a performance indicator recognised under IFRS. Since not all companies define this measure in the same way, EBIT as shown in this Prospectus may not be comparable to the performance figures published by other companies as EBIT or the like. The Company defined EBITDA (earnings before interests, taxes, depreciation and amortisation) as operating profit / loss before depreciation, amortisation and impairment charges. EBITDA is not a performance indicator recognised under IFRS. Since not all companies define this measure in the same way, EBITDA as shown in this Prospectus may not be comparable to the performance figures published by other companies as EBITDA or the like. Key figures from the consolidated income statements Comparison of the six months ended 30 June 2014 with the six months ended 30 June 2013 Six months ended 30 June 2014 % Six months ended 30 June 2013 Each in thousand unaudited unaudited unaudited Revenue 21, ,510.4 Other operating income Personnel expenses -2, ,328.8 Depreciation, amortisation and impairment charges -4, ,385.2 Other operating expenses -14, ,449.9 Operating profit / loss ,346.9 Net financial result 42.9 n.a Net profit / loss for the period ,604.0 Taxes on income 83.5 n.a Deferred taxes n.a Other taxes 0 n.a. 0 Consolidated comprehensive income ,432.3

9 9 Comparison of the financial years ended 31 December 2013, 2012 and % 2012 % 2011 Each in thousand audited audited unaudited unaudited audited Revenue 51, , ,079.8 Other work performed by the enterprise and capitalised Other operating income ,897.8 Personnel expenses -6, , ,160.9 Depreciation, amortisation and impairment charges -4, , ,222.8 Other operating expenses -40, , ,308.7 Operating profit / loss 1,970.1 n.a. -1, ,527.2 Net financial result -1, , , Profit / loss on ordinary business activities n.a. -3, ,575.5 Taxes on income 74.6 n.a. -2,669.9 n.a. -1,373.1 Deferred taxes , ,498.9 Other taxes Net profit / loss for the period 1,015.3 n.a. -3, ,485.5 Consolidated comprehensive income 1,015.3 n.a. -3, ,485.5 Profit / loss attributable to minority interests 0 n.a ,339.4 Profit / loss attributable to Cliq Digital AG shareholders 1,015.3 n.a. -3, ,824.9 Key figures from the consolidated balance sheets 30 June 2014 % 31 Dec 2013 % 31 Dec 2012 % 31 Dec 2011 ASSETS in thousand unaudited audited audited unaudited unaudited unaudited audited Total non-current assets 51, , , , ,030.6 Total currents assets 9, , , ,790.5 Total assets 61, , , , June 2014 % 31 Dec 2013 % 31 Dec 2012 % 31 Dec 2011 EQUITY AND LIABILITIES in thousand unaudited audited audited unaudited unaudited unaudited audited Total equity 36, , , ,190.4 Total non-current liabilities 11, , , , Total current liabilities 13, , , ,535.6 Total liabilities 24, , , ,630.7 Total equity and liabilities 61, , , ,821.1

10 10 Key figures from the consolidated cash flow statement in thousand Six months ended 30Jun 2014 % Six months ended 30 Jun 2013 Business year ended 31 Dec 2013 audited % unaudited unaudited unaudited unaudited Business year ended 31 Dec 2012 audited % unaudited Business year ended 31 Dec 2011 audited Cash flow from operating activities 4, , , ,233.1 n.a. -1,723.1 Cash flow from investing activities -6, , , , , ,403.0 Cash flow from financing activities 2,557.0 n.a. -6, ,601.9 n.a. 15, ,639.7 Net change in cash and cash equivalents 68.2 n.a. -2, ,401.4 n.a Cash and cash equivalents at the end of the period , ,145.7 Revenues Significant changes to the Issuer s financial condition and operating results. Cliq Group s revenues increased from 35,079.8 thousand in 2011 by 88.8% to 66,233.1 thousand in The main reasons for this increase were the first consolidation of Cliq B.V., which Cliq Digital acquired in February 2012, and the geographical expansion into new markets. In the financial year 2013 Cliq Group s revenues decreased from 66,233 thousand in 2012 by 22% to 51,785 thousand in This was mainly due to a reduction of marketing activities, new regulations or disruptions in some countries (United Kingdom, Singapore, Spain) and the divestment of the online browser games division. Cliq Group s revenues decreased from 30,510.4 thousand in the six months ended 30 June 2013 by 8,526.3 thousand to 21,984.1 thousand (decrease of 27.9%) in the six months ended 30 June The main reason for this decrease were the lower marketing spending in the second half of EBIT and EBITDA In the financial year 2012, EBIT improved from - 2,527.2 thousand in 2011 by 28.1% to - 1,818.3 thousand in Due to the increased depreciation, amortisation and impairment charges (+ 8,145.3 thousand) following the acquisition of Cliq B.V., the effect of acquisition of Cliq B.V. is significantly smaller on EBIT level compared to the effect on EBITDA level. EBITDA was thousand in 2011 and increased to 8,549.8 thousand in This was due to the acquisition of Cliq B.V., in particular the increase in revenue of 31,153.3 thousand and in personnel and operating expenses of 20,801.5 thousand. In the financial year 2013, EBIT improved from - 1,818.3 thousand in 2012 to 1,970.1 thousand in Compared to 2012, the charges for depreciation, amortisation and impairment were significantly lower in 2013, resulting in an increase of the EBIT in 2013 compared to 2012, even though EBITDA in 2013 was lower than in EBITDA amounted to 8,549.8 thousand in 2012 and decreased by 29.8% to 6,001.9 thousand in The reduction in EBITDA is the result of the decrease in revenue in 2013 compared to EBIT decreased from 2,346.9 thousand in the first six months of the financial year 2013 by 62.5% to thousand in the first six months of the financial year This was mainly due to lower revenue generated in the first six months of 2014 compared to the first six months of EBITDA increased from 4,732.1 thousand in the first six months of the financial year 2013 by 6.7% to 5,047.4 thousand in the first six months of the financial year This development was mainly based on a change in accounting estimate with the result that the costs for the acquisition of customers (in case of a subscription) qualify as an intangible asset under IAS 38. In the first six months of 2014 the costs for customer acquisition have been accounted for as intangible assets and are depreciated over the customer s revenue life-cycle, which has a positive effect on EBITDA. Assets and Liabilities The total assets increased from 12,821.1 thousand as per 31 December 2011 by 425.7% to 67,398.6 thousand as per 31 December The main factor for the increase in total assets in 2012 was the increase of the intangible assets in the course of the acquisition of Cliq B.V. In the financial year 2013, total assets decreased by 12.7% from 67,398.6 thousand as per 31 December 2012 to 58,855.0 thousand as per 31 December This mainly resulted from the depreciation of the Cliq B.V. customer base, a decline in receivables as well as a reduction in cash and cash equivalents due to negative cash flow of

11 financing activities, i.e. the redemption payments under a credit facilities agreement with ABN AMRO entered into on 23 December Total assets amounted to 61,238.0 thousand as per 30 June 2014, showing a 4.0% increase compared to the amount as per 31 December Total equity increased from 6,190.4 thousand as per 31 December 2011 by 425.4% to 32,522.5 thousand as per 31 December 2012, mainly resulting from the capital increase against contribution in kind of the shares in Cliq B.V. In the financial year 2013, total equity increased from 32,522.5 thousand as per 31 December 2012 by 10% to 35,778.7 thousand as per 31 December 2013 due to two further capital increases and the positive result of the financial year Total equity increased from 35,778.7 thousand as per 31 December 2013 by 1.7% to 36,384.0 thousand as per 30 June 2014, resulting from the realized net profit and exchange results of the consolidation of non-euro subsidiaries. Current liabilities increased from 6,535.6 thousand per 31 December 2011 by 386.4% to 31,790.7 thousand per 31 December This substantial increase was in particular caused by the receipt of a loan and a credit line both provided by ABN AMRO. In the financial year 2013, current liabilities were down from 31,790.7 thousand as per 31 December 2012 by 29.0% to 22,571.1 thousand as per 31 December The main factor for this development were redemption payments made to ABN AMRO. This was in part compensated by a further increase of other current liabilities as vendor loans of 1.9 million made by the sellers of Cliq B.V. in connection with the acquisition in 2012 were shifted from non-current to current liabilities. Current liabilities decreased from 22,571.1 thousand as per 31 December 2013 by 41.0% to 13,306.9 thousand as per 30 June This decrease was the result of the termination of the loan agreement and overdraft facility with ABN AMRO and new financing arrangements with Commerzbank AG, with, as a side effect, a shift from current to non-current liabilities. The non-current liabilities increased from 95.1 thousand as per 31 December 2011 by 2,990.3 thousand to 3,085.4 thousand as per 31 December This increase was predominantly caused by the increase of deferred tax liabilities and by vendor loans resulting from the purchase of Cliq B.V. In the financial year 2013 non-current liabilities decreased from 3,085.4 thousand as per 31 December 2012 by 83.6% to thousand as per 31 December The decrease was the consequence of a reduction of deferred tax liabilities and a shift of vendor loans resulting from the purchase of Cliq B.V. in 2012 from noncurrent liabilities to current liabilities. Non-current liabilities increased by 11,041.9 thousand (or 2,185.6%) from thousand as per 31 December 2013 to 11,547.1 thousand as per 30 June The increase primarily resulted from the new financing arrangements with Commerzbank AG. B.8 Selected key pro forma financial information. Not applicable. For the Company, no events occurred that would require the preparation of pro forma financial information. B.9 Profit forecast or estimations. Not applicable. No profit forecast or estimate is being presented by the Company. B.10 Description of the nature of qualifications in the audit report on the historical financial information. Not applicable. The audit reports on the historical financial information included in this Prospectus have been issued without qualifications. B.11 If the issuer s working capital is not sufficient for the issuer s present requirements an explanation should be included. Not applicable. The working capital is sufficient. B.17 Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process. Not applicable. There are no ratings available with respect to the Company and the New Notes. Section C Securities C.1 Description of the type and the class of securities offered including security identification number. For the shares which are the subject matter of this Prospectus: The offering of new shares (the Shares Offering ) consists of 1,480,349 no-par value ordinary bearer shares (Stückaktien) in Cliq Digital AG, each such no-par value share representing a notional interest in the registered share capital of 1.00 and full dividend rights from 1 January 2014 (the New Shares and each a New Share ). The New Shares carry the same rights as all other shares of the Company and confer no additional rights or benefits. All shares of the Company, including the New Shares, are subject to and governed by German corporate law. International Securities Identification Number (ISIN): DE000A0HHJR3 German Securities Identification Number (WKN): A0HHJR Ticker symbol: CLIQ For the notes which are the subject matter of this Prospectus: The offering of new notes relates to a convertible bond in the total nominal amount of 2,400,000, divided into 2,400 notes in bearer form with a nominal amount of 1,000 which are convertible into bearer shares with no-par value (Stückaktien) with a notional interest in the registered share capital of 1.00 per share (the Notes Offering ; the notes offered in the Notes Offering the New Notes and the New Notes purchased by and issued to investors in the Notes Offering the New Notes ; the holders of the New Notes shall be referred to as the Noteholders and each a Noteholder ). International Securities Identification Number (ISIN): DE000A12UNG8 German Securities Identification Number (WKN): A12UNG 11

12 12 Ticker symbol: CLI1 C.2 Currency of the securities issued. For the shares and the notes which are the subject matter of this Prospectus: Euro. C.3 The number of shares issued and fully paid and issued but not fully paid. The par value per share, or that the shares have not par value. For the shares and the notes which are the subject matter of this Prospectus: As of the date of this Prospectus, the share capital of the Company amounts to 4,445, It is divided into 4,445,699 nopar value ordinary bearer shares (Stückaktien). The share capital of 4,445, is fully paid in. Each no-par value share of the Company represents a proportionate amount of the registered share capital of C.4 A description of the rights attached to the securities. For the shares which are the subject matter of this Prospectus: Each share of the Company, including each of the New Shares, carries one vote at the General Meetings of the Company. Each share of the Company, including each of the New Shares, carries full dividend rights from 1 January C.5 A description of any restrictions on the free transferability of the securities. For the shares which are the subject matter of this Prospectus: Not applicable. There are no restrictions on the transferability of the Company s shares. For the notes which are the subject matter of this Prospectus: Not applicable. There are no restrictions on the transferability of the New Notes. C.6 An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded. For the shares which are the subject matter of this Prospectus: The New Shares will not be offered on a regulated market. It is not intended to apply for admission of the New Shares to trading on a regulated market. The Company s shares are included in trading on the Open Market (Freiverkehr), Entry Standard, of the Frankfurt Stock Exchange. The inclusion in trading of the New Shares on the Open Market (Freiverkehr), Entry Standard, of the Frankfurt Stock Exchange is scheduled for 5 November For the notes which are the subject matter of this Prospectus: The New Notes will not be offered on a regulated market. It is intended to introduce the New Notes in trading on an open market (Freiverkehr) of a German stock exchange. C.7 A description of dividend policy. For the shares and the notes which are the subject matter of this Prospectus: The Company did not pay any dividend for the financial years 2011, 2012 and For future financial years, Cliq Digital continues to pursue its dividend policy to date of only distributing earnings if they are not to be deployed for growth, repayment of debt and/or needed for further financing its business. C.8 A description of the rights attached to the securities, ranking, limitation to those rights. For the notes which are the subject matter of this Prospectus: Ranking The obligations of the Company under the New Notes will constitute unsecured and unsubordinated obligations of the Company and rank at least pari passu with all other unsecured and unsubordinated obligations from borrowings of the Company. In the event of any insolvency of the Company, the noteholders will rank on a pari passu basis with all other unsecured and unsubordinated creditors of the Company. Conversion right of the New Notes Each New Note grants the right to convert the New Notes in the conversion ratio into ordinary bearer shares (no-par value shares) of the Company with a notional nominal amount of 1.00 per share. The conversion right may be exercised by a noteholder during the period commencing on the day after the issue date (presumably on the 6 November 2014) and ending on the maturity date subject to certain excluded periods. Conversion price and conversion ratio The conversion price per share was determined by the Management Board of the Company on 14 October 2014 with the approval of the Supervisory Board of the same date in the amount of Further adjustments of the conversion price are possible according to detailed terms set forth in the Terms and Conditions of the New Notes ( Terms and Conditions ). The conversion ratio is calculated by dividing the principal amount of a New Note by the conversion price according to the Terms and Conditions. Mandatory conversion Under the Terms and Conditions, the Company is entitled to require a mandatory conversion of the New Notes into shares of

13 the Company from 12 December 2014 onwards at its sole discretion. The mandatory conversion will be conducted at the conversion price and each New Note shall be converted in the conversion ratio into ordinary bearer shares (no-par value shares) of the Company with a notional nominal amount of 1.00 per share. No addidtional payment No additional payment is necessary in connection with a conversion of New Notes into shares of the Company by a Noteholder or at a mandatory conversion. Fractions of shares will not be delivered but compensated in cash after aggregation of fraction according to the details set forth in the Terms and Conditions. Dilution adjustments The Terms and Conditions contain several rules for dilution adjustments. According to these provisions, the conversion price and therefore the conversion ratio may be adjusted, e.g. in case of a capital increase from Company reserves, share split, distributions etc. Termination In case of the existence of an important reason, each holder of New Notes is entitled to declare due and payable its entire claims arising from the New Notes and demand payment of their principal amount. Such an important reason exists especially: (i) in the instance of the opening of insolvency proceedings for the Company s assets or in case of the rejection of the opening of such insolvency proceedings due to a lack of net assets; or (ii) if the Company is liquidated due to a liquidation resolution passed by the shareholders meeting. Governing law and place of jurisdiction The New Notes as well as all rights and obligations arising from the Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. The place of jurisdiction of all proceedings arising from the New Notes and its Terms and Conditions shall, to the extent legally permitted, be Düsseldorf, Germany. C.9 A description of the rights attached to the securities, ranking, limitation to those rights. For the notes which are the subject matter of this Prospectus: See element SUMMARY OF THE PROSPECTUS Section C Securities C.8. The nominal interest rate, the date from which interest becomes payable and the due dates for interest / where the rate is not fixed, description of the underlying on which it is based. The New Notes shall bear interest at the rate of 6.5% per annum on their principal amount from and including 5 November Interest shall be payable semi-annually in arrears on 5 May and 5 November of each year, commencing on 5 May Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. The New Notes shall be redeemed at their principal amount on 5 November 2017, unless they have previously been redeemed or converted or repurchased and cancelled or unless the Company exercises its mandatory conversion right. An indication of yield. The yield of the New Notes is 6.5%. The yield is calculated on the principal amount and is based on the assumption that the New Notes will be held until their maturity. The potential gain or loss for a holder of New Notes upon exercise of its conversion right or the Company exercising its mandatory conversion right will depend on the future development of the stock price of the Company s share. Name of representative of debt security holders. Not applicable. A joint representative (Gemeinsamer Vertreter) is not appointed. C.10 A description of the rights attached to the securities, ranking, limitation to those rights. For the notes which are the subject matter of this Prospectus: See element SUMMARY OF THE PROSPECTUS Section C Securities C.9. The nominal interest rate, the date from which interest becomes payable and the due dates for interest / where the rate is not fixed, description of the underlying on which it is based. See element SUMMARY OF THE PROSPECTUS Section C Securities C.9. Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. See element SUMMARY OF THE PROSPECTUS Section C Securities C.9. An indication of yield. See element SUMMARY OF THE PROSPECTUS Section C Securities C.9. Name of representative of debt security holders. See element SUMMARY OF THE PROSPECTUS Section C Securities C.9. Derivative component in the interest payment. Not applicable. There is no derivative component in the interest payment. C.11 Admission to trading in a regulated market or other equivalent markets. For the notes which are the subject matter of this Prospectus: 13

14 14 Not applicable. The New Notes shall not be admitted to trading on the regulated market of a stock exchange or on an equivalent market. However, it is intended to introduce the New Notes in trading on the open market (Freiverkehr) of a German stock exchange on 5 November C.22 A description of the underlying share. For the notes which are the subject matter of this Prospectus: The shares of the Company are no-par value ordinary bearer shares (Stückaktien), each such no-par value share representing a notional interest in the registered share capital of All shares of the Company are subject to and governed by German corporate law. Euro. Currency of the securities issued. A description of the rights attached to the securities and procedure for the exercise of those rights. Each share of the Company carries one vote at the General Meetings of the Company. There are no restrictions on voting rights. Voting rights are the same for all shareholders of the Company. To exercise its voting rights, a shareholder has to be registered with the Company (with evidence of its shareholding relating to the beginning of the 21 st day prior to the General Meeting) six days before the respective General Meeting at the latest (not taking into account the day of the General Meeting and the day on which the registration was received), attend the General Meeting (either in person or by granting a proxy) and comply with other requirements set forth in the invitation to the General Meeting. Each share of the Company entitles its holder to dividend payments equal to a portion of the total amount of dividends paid in the percentage in the registered share capital represented by the respective share. If dividends are paid, the procedure to exercise the dividend right will be published in the Federal Gazette in a dividend notice. In case of capital increases, each share bears a subscription right for newly issued shares, unless such subscription right has been excluded. In case subscription rights are being granted, the procedure to exercise the subscription rights will be published in the Federal Gazette in a subscription offer. Where and when the shares will be or have been admitted to trading. The shares to be issued upon conversion of the New Notes will not be admitted to trading on a regulated market as the Company s shares are included in trading on the Open Market (Freiverkehr), Entry Standard, of the Frankfurt Stock Exchange. It is intended to include the shares issued upon conversion of the New Notes in trading on the Open Market (entry Standard) of the Frankfurt Stock Exchange upon issuance. A description of any restrictions on the free transferability of the securities. Not applicable. There are no restrictions on the transferability of the Company s shares. Where the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the information required by the share registration document. Therefore provide such information required for a summary for Annex 1. Not applicable. The issuer of the underlying shares is Cliq Digital AG. Section D Risks D.1 Key information on the key risks that are specific to the issuer or its industry. Market-related risks Cliq Group is exposed to intense competition. There is a risk that Cliq Group might not be able to compete successfully, or that it might not be able to distinguish itself adequately from its competitors. Cliq Group is exposed to risks caused by frequent product introductions and rapidly changing technologies and customer demands. If Cliq Group is unable to adapt to these changes in a timely manner, its business will suffer. Cliq Group must be able to offer its products nearly at the same time as new mobile devices are commercially introduced in order to avoid the loss of business. Cliq Group is active in young and dynamic markets making it difficult to predict the prospects of its business. Company-specific risks Cliq Group markets digital mobile products developed by third parties and spends significant amounts on licensing fees and for the marketing of its products. If sales of the licensed products are lower than expected, marketing costs incurred and licensing fees spent by Cliq Group may not be compensated in part or in full and Cliq Group s profitability may suffer. For the marketing and billing of its products, Cliq Group is dependent on external service providers. If Cliq Group is unable to form and maintain business relationships with these external service providers or if these service providers do not provide the required services to Cliq Group any longer or only on unfavourable terms, Cliq Group s business will be negatively affected. Companies or governmental agencies may restrict access to Cliq Group s product offering, other websites or the internet generally. This could also apply to the payment methods used by Cliq Group, which could lead to the loss or slower growth of its customer base. Cliq Group substantially depends on software, IT systems and mobile communication networks which could be damaged or otherwise interrupted.

15 15 Cliq Group has incurred substantial indebtedness. Significant cash flows are needed to cover Cliq Group s debt service expenditure. Because of its leverage, Cliq Group could be unable to meet its obligations or to finance new acquisitions. Cliq Group s indebtedness imposes restrictions which limit its operative flexibility. Cliq Group is dependent on its current management team and other qualified staff. If Cliq Group is unable to keep the current or retain new personnel with the requisite expertise, its business could suffer. Cliq Group s growth over the last years represents a challenge for the risk management, the compliance system and other internal functions of Cliq Group. An expansion by the acquisition of other companies could turn out to be economically unsuccessful and may not yield the desired results. Furthermore, transaction costs could prove to be useless if a transaction is not completed. Cliq Group could suffer material losses from damage that is not covered by insurance, or that exceeds the insurance cover. Cliq Digital faces liability risks from its function as parent company of the Cliq Group and from its operative business. Legal and tax risks An increase in the existing legal requirements and regulations or their enforcement practice can impair Cliq Group s business. Companies of Cliq Group are parties to numerous legal disputes and administrative proceedings, of which the outcome is uncertain and which may result in substantial financial obligations. Intangible assets form a major position of Cliq Group s total assets. These assets are exposed to impairment which may adversely affect Cliq s earnings situation. Cliq Group could be subject to claims based on faulty or defective products which, in addition, could damage Cliq Group s market acceptance and reputation. Cliq Group s business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational harm and damage claims of third parties. Cliq Group s business operations could violate intellectual property rights of third parties. The measures of Cliq Group for the protection of its intellectual property could prove insufficient. Cliq Group s tax loss carry-forwards could be jeopardised by changes of the legal environment or interpretation of the applicable tax laws by the competent authorities or changes in Cliq Digital AG s shareholder structure. Cliq Group is exposed to tax risks, for example if tax audits result in a need for follow-up payments or in case of increases in tax rates. D.3 Key information on the key risks that are specific to the securities. Risks connected with the capital market and the Shares Offering The stock exchange price of Cliq Digital shares has been volatile in the past and could continue to be volatile. Cliq Digital s share price could be adversely affected by large future sales of shares by major shareholders. Grupa Media Holding II B.V. can exert substantial influence on Cliq Digital AG. The Shares Offering, the conversion of New Notes issued in the Notes Offering, the exercise of stock options under Cliq Digital s employee stock option programme and other future capital measures could result in a dilution of the shareholders participation. Investors may be purchasing the New Shares in the Shares Offering at a price higher than the market price that will apply after the completion of the Shares Offering. The Shares Offering might be terminated prematurely which would result in the subscription rights lapsing or becoming worthless. If an investor has engaged in short sales or similar transactions, the investor assumes the risk of not being able to cover its position. Investors who invest funds denominated in a reference currency other than Euro could be exposed to foreign exchange risks if they invest in shares of Cliq Digital AG. Due to the inclusion of the shares of Cliq Digital AG in the Open Market (Entry Standard) of the Frankfurt Stock Exchange certain investors protection provisions relating to Regulated Markets do not apply. Risks connected with the capital market and the offering of the New Notes There is no existing trading market for the New Notes and the Company cannot assure that any public market for the New Notes will develop. The New Notes feature a mandatory conversion right of the Company. If this right is exercised, holders of the New Notes may receive shares in the Company at a time when the conversion price is substantially higher than the share price prevailing at conversion.

16 16 Noteholders do not have the benefit of any security interest and, in the event of any insolvency, will rank on a pari passu basis with all other unsecured and unsubordinated creditors of the Company. Other Noteholders with the consent of the Company may make amendments to the terms and conditions of the New Notes or appoint a common representative of all Noteholders. If an investor does not conduct a detailed evaluation and analysis of the terms and conditions of the New Notes before the investment in the New Notes, there is the risk that the implications of the investment in the New Notes is misjudged with respect to the situation of the individual investor. The stock exchange price of the New Notes depends on the stock exchange share price of the Company. A negative development of the share price may have a negative impact on the stock exchange price of the New Notes. There is the risk that the investors acquire the New Notes within the framework of the subscription offer at a higher price than the market price. Section E Offer E.1 The total net proceeds and an estimate of the total expenses of the issue/offer, including estimated expenses charged to the investor by the Issuer or the offeror. For the shares which are the subject matter of this Prospectus: In connection with the Shares Offering, Cliq Digital expects to receive net proceeds of approximately 2,002.5 thousand. This amount was calculated based on the assumption that all New Shares will be subscribed by shareholders or purchased by investors in the Shares Offering at the Subscription Price of 1.50, resulting in total gross proceeds of 2,220.5 thousand, and by deducting aggregate costs of thousand (which were determined on the further assumption that New Shares and New Notes in an aggregate issue amount of 1,500,000 will be sold in the private placement). Investors will not be charged with expenses by the Company, the Coordinating Bank (as defined below) or the Placement Agent (as defined below). For the notes which are the subject matter of this Prospectus: In connection with the Notes Offering, Cliq Digital expects to receive net proceeds of approximately 2,188.0 thousand. This amount was calculated based on the assumption that all New Notes will be subscribed by shareholders or purchased by investors in the Notes Offering, resulting in total gross proceeds of 2,400 thousand, and by deducting aggregate costs of 212 thousand (which were determined on the further assumption that New Shares and New Notes in an aggregate issue amount of 1,500,000 will be sold in the private placement). Investors will not be charged with expenses by the Company or the Coordinating Bank (as defined below). E.2a Reasons for the offer, use of proceeds, estimated net amount of the proceeds. For the shares which are the subject matter of this Prospectus: The Company intends to use the net proceeds from the Shares Offering in the amount of 2,002.5 thousand (under the assumption that the Share Offering will be implemented in full) for the purpose of reducing the non-current debt position of the company (up to 1,500 thousand) and for the purpose of financing the marketing activities (up to 500 thousand). The remaining part will be used for general financing purposes. E.2b Reason for the offer and use of proceeds when different from making profit and/or hedging certain risks. For the notes which are the subject matter of this Prospectus: The Company intends to use the net proceeds of the Notes Offering for the reduction of current debt. E.3 Terms and conditions of the offer. For the shares which are the subject matter of this Prospectus: The Shares Offering consists of a subscription offer (Bezugsangebot) to the Company s shareholders; and a private placement to institutional investors in Germany, Austria and certain other jurisdictions relating to 1,480,349 no-par value ordinary bearer shares in Cliq Digital AG, each such no-par value share representing a notional interest in the registered share capital of 1.00 and full dividend rights from 1 January 2014 (the New Shares and each a New Share ) to be issued from the Company s remaining authorised capital resolved at the Annual General Meeting of shareholders on 24 August 2012 and registered with the commercial register on 20 November 2012 which, after two partial utilisations, amounts to 1,480, Baader Bank Aktiengesellschaft, Unterschleissheim (the Coordinating Bank ), has undertaken vis-à-vis the Company in the engagement agreement (Mandatsvereinbarung) entered into on 8/12 August 2014 (the Engagement Agreement ), inter alia, to subscribe the New Shares and offer such New Shares to the shareholders for subscription by way of an indirect subscription right. The New Shares will be offered to the Company s shareholders at a subscription ratio of 3 to 1, i.e. shareholders may subscribe one New Share for every three existing shares they hold (the Subscription Ratio ). The subscription period is scheduled to commence on 17 October 2014 (00:00 hours) and to run through 30 October 2014 (24:00 hours). Once the subscription period commences on 17 October 2014, the Company s shares will list ex subscription rights. Baader Bank Aktiengesellschaft, Unterschleissheim, will act as subscription agent (the Subscription Agent ).

17 17 The subscription offer of the New Shares is directed solely to those Cliq Digital shareholders who were already shareholders prior to the commencement of the subscription period for the New Shares. Neither the Company nor the Subscription Agent will be arranging for trading in the subscription rights and no such trading is envisaged. However, the subscription rights may be transferred in accordance with German law. Shareholders are requested to approach their custodian bank in this case. Donner & Reuschel Aktiengesellschaft, Hamburg (the Placement Agent ) has undertaken to offer the New Shares in a private placement to institutional investors in Germany, Austria and certain other jurisdictions. The New Shares will be allotted to all investors in the private placement subject to the exercise of subscription rights by the relevant shareholders (subject to clawback). Presumably on 31 October 2014, the Company s Management Board, with the consent of the Supervisory Board of the Company, will determine the number of the New Shares. The final issue volume, together with the number of New Shares subscribed by shareholders and purchased by investors in the Shares Offering, will be published via an electronic news distribution system and on the Company s website ( on 31 October For the notes which are the subject matter of this Prospectus: The Notes Offering consists of a subscription offer (Bezugsangebot) to the Company s shareholders and a private placement to institutional investors in Germany, Austria and certain other jurisdictions relating to a convertible bond in the total nominal amount of 2,400,000.00, divided into 2,400 notes in the nominal amount of 1, each (the New Notes and each a New Note ). The shareholders are granted the subscription right in such a way that the Coordinating Bank, on the basis of the conditions set forth in the Engagement Agreement, is admitted for the underwriting of the New Notes with the obligation of offering them to the shareholders in accordance with their share in the share capital at the subscription price. The new shares issued upon conversion of the New Notes shall stem from a contingent capital of the Company. The Company is entitled, at its sole discretion, to deliver at the Conversion Price existing shares to any Noteholder instead of the delivery of new shares out of the contingent capital provided that certain further requirements are fulfilled. The subscription offer of the New Notes is directed solely to those Cliq Digital shareholders who were already shareholders prior to the commencement of the subscription period for the New Notes. Neither the Company nor the Subscription Agent will be arranging for trading in the subscription rights and no such trading is envisaged. However, the subscription rights may be transferred in accordance with German law. Shareholders are requested to approach their custodian bank in this case. The Placement Agent has undertaken to offer the New Notes in a private placement to institutional investors in Germany, Austria and certain other jurisdictions. The New Notes will be allotted to all investors in the private placement subject to the exercise of subscription rights by the relevant shareholders (subject to clawback). Presumably on 31 October 2014, the Company s Management Board, with the consent of the Supervisory Board of the Company, will determine the final number of New Notes to be issued. The final issue volume will be published via an electronic news distribution system and on the Company s website ( on 31 October Subscription price The subscription price per subscribed New Note is 1,000 which is the nominal amount per New Note. Subscription ratio The subscription ratio shall be 1,850:1,000 in other words, each shareholder has the right to obtain one New Note in the nominal amount of 1,000 for 1,850 shares in the Company for the subscription price. Only a whole-numbered amount of New Notes can be obtained. To provide for an even subscription ratio, one of the shareholders of the Company has waived subscription rights in relation to of its existing shares. For the calculation of the number of subscription rights of each shareholder, the respective securities deposit account on 16 October 2014 (after close of the stock exchange) shall be relevant. At this moment, the subscription rights (ISIN DE000A12UNH6/WKN A12UNH) will be separated from the securities holdings within the scope of the existing subscription right and automatically credited to the shareholder securities deposit account of the custodian bank through Clearstream Banking AG, Eschborn. From the beginning of the subscription period on 17 October 2014, the shares of the Company shall be listed ex subscription rights. Conversion price and conversion ratio The conversion price per share was determined by the Management Board of the Company on 14 October 2014 with the approval of the Supervisory Board of the same date in the amount of Further adjustments of the conversion price are possible according to detailed terms set forth in the Terms and Conditions. The conversion ratio is calculated by dividing the principal amount of a New Note by the conversion price according to the Terms and Conditions. Subscription Period The subscription rights for the New Notes shall be excercised from 17 October 2014 until 30 October 2014 (each including) during regular office hours via their custodian bank with Baader Bank as Subscription Agent. The subscription price for each New Note has to be paid to the Subscription Agent via their custodian bank upon exercising their subscription rights, at the latest, however, on 30 October 2014 (Expiration Date). A timely receipt of both the subscription notice and the payment of the subscription price are prerequisite for the observance of the time limit. No subscription rights trading A trading of subscription rights (ISIN DE000A12UNH6/WKN A12UNH) is neither arranged by the Company nor by Baader Bank and is not provided for. Nor will an application be made at a stock exchange for a determination of the price for the subscription rights. Therefore an acquisition or a sale of subscription rights at a stock exchange is presumably not possible.

18 18 Nevertheless, the subscription right can be transferred according to the statutory provisions applicable. Securitisation and delivery of the New Notes The New Notes shall be securitised in a global note and deposited with Clearstream Banking AG, Eschborn, presumably on 5 November The subscribers will receive a credit amounting to their New Notes on their respective collective security deposit of their bank. The delivery of the New Notes to the investors ( Settlement ) shall presumably take place on 5 November Terms and Conditions of the New Notes and Conversion Price See element SUMMARY OF THE PROSPECTUS Section C Securities C.8 Trading of the New Notes It is intended to introduce the New Notes in trading on the open market (Freiverkehr) of a German stock exchange on 5 November E.4 A description of any interest that is material to the issue/offer including conflicting interests. For the shares and the notes which are the subject matter of this Prospectus: In connection with the Shares Offering and the Notes Offering and stock exchange inclusion, the Coordinating Bank is in a contractual relationship with the Company and has an economic interest in implementing the Shares Offering and the Notes Offering. In addition, the Coordinating Bank may also enter into business relations with the Company from time to time. In connection with the private placement of the New Shares and the private placement of the New Notes, the Placement Agent is in a contractual relationship with the Company and has an economic interest in implementing the Shares Offering and the Notes Offering, as the amount of its fees is contingent on the amount of the issue proceeds generated. In addition, the Placement Agent may also enter into business relations with the Company from time to time. No other natural persons or legal entities participating in the Shares Offering and in the Notes Offering have any interest, including conflicting ones, that is material to the issue and the Shares Offering of the New Shares and the Notes Offering beyond this. E.5 Name of the person or entity offering to sell the security. For the shares and the notes which are the subject matter of this Prospectus: The New Shares and the New Notes will be offered to the shareholders of the Company for subscription by the Coordinating Bank (as defined under E.3 above). Lock-up agreements: the parties involved; and indication of the period of the lock up. For the shares and the notes which are the subject matter of this Prospectus: Not applicable. There are no lock-up arrangements. E.6 The amount and percentage of immediate dilution resulting from the offer. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer. For the shares which are the subject matter of this Prospectus: 30 June 2014 After full implementation of Shares Offering (stand alone) After full implementation of Notes Offering (stand alone) 5) After full implementation of Shares Offering and Notes Offering (combined) 5) unaudited unaudited unaudited unaudited Net carrying amount (in thousand) -11, ) -9, ) -9, ) -7, ) Number of shares of Cliq Digital AG 4,445,699 5,926,048 6,045,699 7,526,048 Net carrying amount per share (in ) Decrease in negative net carrying amount per share (in %) n.a Percentage in registered share capital represented by 100,000 shares 2.25% 1.69% 1.65% 1.33% Dilution of voting rights and in dividend entitlement by shareholders who do not subscribe to the new offer n.a % % % 1) 2) The net carrying amount as of 30 June 2014 was calculated by subtracting from Cliq Group s total assets the total of (i) intangible assets, (ii) total current liabilities and (iii) non-current liabilities, in each case as shown in Cliq Digital AG s consolidated accounts for the six months period ended 30 June Assuming net issue proceeds from the Shares Offering of 2,692.7 thousand which have not been used by the Company and are availa-

19 19 3) 4) 5) ble as cash. Assuming net issue proceeds from the Notes Offering of 2,938.0 thousand which have not been used by the Company and are available as cash. Assuming aggregate net issue proceeds from the Shares Offering and the Notes Offering of 5,630.7 thousand which have not been used by the Company and are available as cash. Further assuming conversion of all New Notes. In each of the three scenarios described above, the purchasers of the New Shares or of the New Notes would incur full immediate dilution since the total increase in net carrying amount resulting from both the implementation of the Shares Offering and the Notes Offering would not result in the net carrying amount being positive. E.7 Estimated expenses charged to the investor by the Issuer or the offeror For the shares and the notes which are the subject matter of this Prospectus: Not applicable. The Company will not charge any costs, expenses and taxes directly to any investor.

20 20 2. SUMMARY OF THE PROSPECTUS (GERMAN TRANSLATION) ZUSAMMENFASSUNG DES PROSPEKTS Zusammenfassungen setzen sich aus Angabeerfordernissen zusammen, die als Elemente bezeichnet werden. Diese Elemente sind in Abschnitte A E (A.1 E.7) gegliedert. Diese Zusammenfassung enthält alle Elemente, die in eine solche Zusammenfassung für diese Art von Wertpapier und Emittent aufzunehmen sind. Da einige Elemente nicht behandelt werden müssen, kann die Nummerierung der Elemente Lücken aufweisen. Auch wenn ein Element wegen der Art des Wertpapiers und des Emittenten in die Zusammenfassung aufgenommen werden muss, kann es möglich sein, dass diesbezüglich keine einschlägigen Informationen zur Verfügung gestellt werden können. In solchen Fällen wird eine kurze Beschreibung des Elements mit dem Hinweis entfällt in die Zusammenfassung aufgenommen. Abschnitt A Einleitung und Warnhinweise A.1 Warnhinweis Diese Zusammenfassung ( Zusammenfassung ) ist als Einführung zu diesem Prospekt ( Prospekt ) zu verstehen. Anleger sollten jede Entscheidung zur Anlage in die betreffenden Wertpapiere auf die Würdigung des gesamten Prospekts stützen. Für den Fall, dass vor einem Gericht Ansprüche aufgrund der im Prospekt enthaltenen Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger nach Maßgabe der einzelstaatlichen Rechtsvorschriften der Staaten des Europäischen Wirtschaftsraums die Kosten für die Übersetzung des Prospekts vor Prozessbeginn zu tragen haben. Diejenigen Personen, die die Verantwortung für die Zusammenfassung einschließlich ihrer Übersetzung übernommen haben oder von denen der Erlass ausgeht, können haftbar gemacht werden, jedoch nur für den Fall, dass die Zusammenfassung irreführend, unrichtig oder widersprüchlich ist, wenn sie zusammen mit den anderen Teilen des Prospekts gelesen wird, oder sie, wenn sie zusammen mit den anderen Teilen des Prospekts gelesen wird, nicht alle erforderlichen Schlüsselinformationen vermittelt. A.2 Zustimmung. Entfällt (die Zustimmung der Gesellschaft zur Verwendung des Prospekts für die spätere Weiterveräußerung oder endgültige Platzierung von Wertpapieren durch Finanzintermediäre wurde nicht erteilt.). Abschnitt B Emittent B.1 Juristische und kommerzielle Bezeichnung. Die Firma der Emittentin lautet Cliq Digital AG ( Cliq Digital, die Emittentin bzw. die Gesellschaft oder zusammen mit ihren Tochtergesellschaften Cliq Gruppe ). Die Gesellschaft verwendet in ihren Unterlagen und Werbebroschüren häufig den kommerziellen Namen Cliq Digital. B.2 Sitz, Rechtsform, geltendes Recht, Land der Gründung. Die Gesellschaft ist eine deutsche Aktiengesellschaft mit Sitz in Düsseldorf, Deutschland, die in Deutschland gegründet wurde und deutschem Recht unterliegt. B.3 Art der derzeitigen Geschäftstätigkeit und Haupttätigkeiten des Emittenten samt der hierfür wesentlichen Faktoren, Hauptprodukte- und/oder -dienstleistungskategorien, Hauptmärkte, auf denen der Emittent vertreten ist. Die Cliq Gruppe ist ein Anbieter digitaler Mobilprodukte aus den Produktgruppen Unterhaltung, Spiele, Apps und Software, die vorrangig auf Smartphones, Feature Phones oder auf Tablets verfügbar sind. Das Kerngeschäft der Cliq Gruppe ist die direkte Vermarktung ihrer Produkte an Endverbraucher über das Internet und das mobile Internet in mehreren Ländern. In ihrem Kerngeschäft bietet die Cliq Gruppe digitale Mobilprodukte zum Download gegen Bezahlung in Form eines Abonnements oder durch individuellen Kauf an ( Premium Modell ). Die Produkte werden dem Kunden mittels SMS, auf besonderen Internetseiten oder in Onlineshops zur Verfügung gestellt. Produktgruppen Die von der Cliq Gruppe angebotenen digitalen Mobilprodukte können in die folgenden Produktgruppen unterteilt werden: Mobile Unterhaltung, Mobile Spiele, Mobile Apps und Mobile Software. Wettbewerbsstärken Nach Auffassung der Gesellschaft lassen sich die Wettbewerbsstärken der Cliq Gruppe wie folgt charakterisieren: Fähigkeit, in dynamischen Märkten zu agieren Erfahrenes Management Team Erfahrung und Kenntnisse im Bereich der Unternehmenskäufe und -zusammenschlüsse Genaue Kenntnisse und große Erfahrung in mehreren Ländern weltweit Attraktiver Partner für Anbieter mobiler Inhalte aufgrund der Erfahrung in der Direkt-Kundenvermarktung Unternehmensstrategie Das Ziel der Cliq Gruppe ist, ihren Wert durch nachhaltige Expansion und Steigerung der Erträge aus ihren Dienstleistungen und Produkten zu erhöhen und dabei die Profitabilität ihrer Geschäftstätigkeit beizubehalten bzw. zu erhöhen. Um diese Ziele zu fördern, verfolgt die Cliq Gruppe folgende Strategien: Schwerpunkt auf dem Direktmarketing (Direct Response Marketing) Konzentration auf digitale Permium-Mobilprodukte