NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES IN WHICH THE DISTRIBUTION OR PUBLICATION COULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
CLIQ Digital AG: Update regarding the ongoing public partial share repurchase offer - assistance for shareholders and Management Board outlook on the Company's future shareholder structure
· Acceptance period for the ongoing public partial share repurchase offer at EUR 3.85 per share ends on 15 June 2026, 24:00 hours (CEST)
· The Company has been informed by several shareholders of practical complications encountered when seeking to tender their CLIQ Shares through their custodian bank
· The Management Board, together with the Supervisory Board, would consider initiating a delisting of CLIQ Shares should Dylan Media B.V. come to hold a qualified majority of at least 60% of the Company's share capital following the Repurchase Offer
Düsseldorf, 9 June 2026. The Management Board of Cliq Digital AG ("CLIQ" or the "Company") (ISIN DE000A35JS40) is providing this update in connection with the public partial share repurchase offer announced on 29 April 2026 (the "Repurchase Offer").
Partial repurchase offer (Information for shareholders on tendering)
In recent days, several shareholders have informed the Company of practical complications encountered in the process of tendering their CLIQ Shares through their respective custodian banks. In response to the feedback received, the Company emphasises that shareholders who encounter any complications when tendering through their custodian bank are invited to contact CLIQ directly at investors@cliqdigital.com. The Company will, to the extent legally and procedurally possible, provide assistance to facilitate participation in the Repurchase Offer.
Outlook on the Company's future shareholder structure
The Repurchase Offer was initiated at the request of the Company's shareholder Dylan Media B.V. ("Dylan Media"). Dylan Media has further requested that the Management Board consider a delisting of CLIQ Shares following completion of the Repurchase Offer. Depending on the outcome of the Repurchase Offer and the resulting development of the Company's shareholder structure, the Management Board - together with the Supervisory Board - would consider initiating a delisting of CLIQ Shares from the regulated market in the event that Dylan Media comes to hold a qualified majority of at least 60% of the Company's share capital. A delisting would in particular result in CLIQ Shares no longer being tradable on the open market, in a substantial reduction of liquidity in CLIQ Shares, and in the cessation of the Company's related transparency and reporting obligations under capital markets law. Shareholders who do not tender their CLIQ Shares under the Repurchase Offer would continue to hold their shares but should be aware of these potential consequences.
Further details of the Repurchase Offer are set out in the offer document published on the Company's website (https://cliqdigital.com/investors/) in the section "News & Shareholder Centre" under the heading "Share Repurchase Offer" and in the Federal Gazette (https://www.bundesanzeiger.de).
IMPORTANT NOTICES:
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED THEREIN ARE NOT INTENDED FOR DISTRIBUTION OR PUBLICATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES IN WHICH THE DISTRIBUTION OR PUBLICATION COULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE SUBJECT TO LEGAL RESTRICTIONS IN CERTAIN COUNTRIES AND ANYONE WHO IS IN POSSESSION OF THIS ANNOUNCEMENT OR THE INFORMATION REFERRED TO THEREIN SHOULD INFORM THEMSELVES ABOUT AND COMPLY WITH SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE CAPITAL MARKETS LAWS OF SUCH COUNTRIES.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF CLIQ DIGITAL AG ("CLIQ"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE PUBLIC SHARE REPURCHASE OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND HOLDERS OF SECURITIES OF CLIQ ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL ANNOUNCEMENTS IN CONNECTION WITH THE PUBLIC SHARE REPURCHASE OFFER AS SOON AS THEY ARE PUBLISHED, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION.
THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE APPLICABLE PROVISIONS OF GERMAN AND EUROPEAN LAW, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ). THE OFFER SHALL NOT BE EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF THE FEDERAL REPUBLIC OF GERMANY. THUS, NO ANNOUNCEMENTS, REGISTRATIONS, ADMISSIONS OR APPROVALS OF THE OFFER OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND HOLDERS OF, SECURITIES IN CLIQ CANNOT RELY ON HAVING RECOURSE TO PROVISIONS FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE FEDERAL REPUBLIC OF GERMANY. SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS "WILL", "EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME" OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS AND ASSUMPTIONS OF CLIQ. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH CLIQ HAS MADE TO THE BEST OF ITS KNOWLEDGE, BUT WHICH DO NOT CONSTITUTE A REPRESENTATION AS TO THEIR FUTURE ACCURACY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND USUALLY CANNOT BE INFLUENCED BY CLIQ. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EXPRESSED BY SUCH FORWARD-LOOKING STATEMENTS. CLIQ DOES NOT ASSUME AN OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE ACTUAL DEVELOPMENT OF INCIDENTS, BASIC CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.
Contact
CLIQ Digital AG
Grünstrasse 8
40212 Düsseldorf, Germany
investors@cliqdigital.com
