CLIQ Digital AG / Keyword(s): Miscellaneous CLIQ Digital AG: CLIQ Digital AG plans transfer to the Basic Board of the open market of the Frankfurt Stock Exchange 12. Dec 2025 / 17:14 CET/CEST Disclosure of an inside information acc. to Article 17 of the Regulation (EU) No 596/2014, transmitted by GlobeNewswire. The issuer is solely responsible for the content of this announcement. Ad hoc releaseDisclosure of inside information pursuant to Article 17 MAR of the Regulation (EU) No 596/2014 CLIQ Digital ...

Group 1 - The Management Board of CLIQ Digital AG redeemed all 650,871 treasury shares, reducing the company's share capital from €6,508,714.00 to €5,857,843.00, a decrease of €650,871.00 [1][6] - The new share capital is divided into 5,857,843 no-par value registered shares, with a pro rata amount of €1.00 per share [2] - CLIQ Digital operates in 40 countries and employs 109 staff from 28 different nationalities as of 30 June 2025 [4] Group 2 - CLIQ Digital is a data-driven online performance marketing company that sells bundled subscription-based digital products globally [3] - The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris, and is listed in the Scale segment of the Frankfurt Stock Exchange [4] - CLIQ Digital is a constituent of the MSCI World Micro Cap Index [4]

Core Insights - CLIQ Digital AG anticipates that its preliminary business figures for Q3 2025 may fall below market expectations [2] Financial Performance - The expected revenues for the first nine months of the financial year 2025 are approximately €120 million [2] - The anticipated EBITDA for the same period is approximately minus €2 million [2] Business Challenges - The weak business development in Q3 2025 is attributed to difficulties with certain card schemes and acquiring banks, as previously announced on August 5, 2025 [2]

Core Points - CLIQ Digital AG's largest shareholder, Dylan Media B.V., will vote against the proposed share buyback at the upcoming Annual General Meeting on August 21, 2025 [2][3] - Dylan Media's decision is influenced by CLIQ Digital's recent announcement regarding challenges in processing payments and acquiring new customers, leading to the withdrawal of the company's financial outlook for 2025 [3][4] - In light of these developments, CLIQ Digital's Management Board has decided not to consider delisting from the stock exchange at this time [4] Company Developments - The proposed agenda item for the Annual General Meeting involves a public partial share repurchase offer and capital reduction through the redemption of repurchased shares [2] - Dylan Media believes that preserving liquidity is the most prudent short-term strategy, hence opposing the share buyback [4] - CLIQ Digital has faced significant obstacles in the global digital payments ecosystem, impacting its operational capabilities [3]

Core Points - CLIQ Digital AG has a new principal shareholder, Dylan Media B.V., which now holds approximately 19.1% of the shares and has agreements for an additional 21.2%, totaling a 40.3% stake in the company [1][9] - Dylan Media has requested CLIQ's Management and Supervisory Boards to include a significant share buyback offer in the agenda for the Annual General Meeting 2025, proposing to buy back up to 2,060,000 shares at €6.06 per share, which is 15% higher than the six-month volume-weighted average share price [2][4] - The proposed buyback would represent 59% of CLIQ's remaining free floating share capital and would lead to a reduction in CLIQ's share capital after the completion of the buyback [3][5] Shareholder and Market Impact - If the buyback is approved, shareholders can divest their shares at €6.06, which is a 75% increase from the Xetra closing price of €3.46 prior to the announcement [4] - Following the significant changes in shareholder structure and limited liquidity, CLIQ is considering delisting from all stock exchanges after the share buyback offer [5][6] - Dylan Media has decided not to pursue a public partial tender offer for CLIQ shareholders, reflecting a strategic shift after achieving significant influence through direct acquisitions [7] Upcoming Events - CLIQ has scheduled its Annual General Meeting for 21 August 2025 in Düsseldorf, where the share buyback offer and potential delisting will be discussed [8][9] - The company will provide further information regarding the results of the share buyback offer and delisting considerations in due course [5] Company Overview - CLIQ Digital is a data-driven online performance marketing company that sells bundled subscription-based digital products globally, operating in 40 countries with a workforce of 132 employees from 33 nationalities as of 31 December 2024 [12][13] - The company is headquartered in Düsseldorf and is listed in the Scale segment of the Frankfurt Stock Exchange [13]