CREALOGIX Holding AG issues a convertible bond with advance subscription rights to existing shareholders with a 4 year term and a minimum issue amount of CHF 20 million Donnerstag, 22. Oktober 2015 - 06:30

NOT FOR DISTRIBUTION IN THE UNITED STATES, UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA

Media release

Zurich, 22 October 2015

CREALOGIX Holding AG issues a convertible bond with advance subscription rights to existing shareholders with a 4 year term and a minimum issue amount of CHF 20 million

CREALOGIX Holding AG announces today the issue of a convertible bond with advance subscription rights to existing shareholders with a 4 year term and a minimum nominal amount of CHF 20 million with the possibility to increase the issue amount up to a maximum of CHF 25 million.

The net proceeds will be mainly used to finance the acquisition and integration of 80 percent of ELAXY Financial Software & Solutions and 20 percent of ELAXY Business Solution & Services as well as for general funding purposes. ELAXY Financial Software & Solutions is a leading provider of interactive digital advisory solutions in Germany and ELAXY Business Solution & Services is specialized in banking, brokerage, hosting as well as data centre services. The two companies each generate around EUR 10 million in sales and each employ around 100 staff.

Neue Helvetische Bank AG as Lead Manager has firmly underwritten the convertible bonds with the following terms:

Issuer	CREALOGIX Holding AG, Zurich, Switzerland
Issue amount	CHF 20‘000‘000 with the possibility to increase the issue amount up to a maximum of CHF 25‘000‘000
Coupon	[2.25 - 2.75]% p.a.
Advance Subscription Right	214 registered shares of Crealogix Holding AG entitle to the subscription of one convertible bond with a principal amount of CHF 5’000 at the issue price. The advance subscription rights can be exercised in the period from 23 October 2015 to 29 October 2015, 12.30 p.m. CET. Advance subscription rights will not be traded.
Additional Placement	Convertible bonds for which the advance subscription rights have not been exercised will be offered for subscription pursuant to a book-building procedure to shareholders and other investors in the period from 23 October 2015 to 30 October 2015, 12.30 p.m. CET
Term	4 years
Issue price	100.0%
Redemption	100.0%
Issue date	6 November 2015
Conversion price	CHF [101.20 – 106.20], corresponding to a premium of [22 - 28]% over the relevant share price of CHF 82.9573 of the registered shares of Crealogix Holding AG. The conversion price will be adjusted for any cash distribution such as dividend payments, repayment of capital reserves or nominal value exceeding the threshold of CHF 2.00 per share and per annum for the amount exceeding the threshold.
Listing	Admission for trading at the SIX Swiss Exchange will be applied for.

The final terms (issue amount, coupon and conversion price) are expected to be fixed and communicated based on the amount of advance subscription rights exercised, the demand in the book building and on general market conditions on 30 October 2015 after close of trading.

For further information please contact

Rolf Lichtin, Group CFO CREALOGIX Holding AG

rolf.lichtin@crealogix.com

Phone +41 58 404 8000

About CREALOGIX

The CREALOGIX Group is an independent Swiss software house and the market leader for Digital Banking in Switzerland, ranked in the global FinTech Top 100 list. CREALOGIX develops and implements innovative fintech solutions for the digital bank of tomorrow. The focus is placed on changed customer needs for mobility, security, personalised advice and education within a comprehensive user experience. Established in 1996, the Group has around 350 employees worldwide. The shares of CREALOGIX Holding AG (CLXN) are traded on the SIX Swiss Exchange.

The economic projections and predictions contained in this information relate to future facts. Such projections and predictions are subject to risks, uncertainties and changes which cannot be foreseen and which are beyond the control of Crealogix Holding AG. Crealogix Holding AG is therefore not in a position to make any representations as to the accuracy of economic projections and predictions or their impact on the financial situation of Crealogix Holding AG or the market in the securities of Crealogix Holding AG.

This document does not constitute an offer or invitation to subscribe for or purchase any securities. It is not being issued in countries where the public dissemination of the information contained herein may be restricted or prohibited by law. In particular, this document is not being issued in the United States of America and should not be distributed to U.S. persons or publications with a general circulation in the United States. Any non-compliance with such restrictions may result in an infringement of U.S. securities laws. Securities of CREALOGIX HOLDING AG ("COMPANY") are not being publicly offered outside of Switzerland. In Particular, the securities of the company have not been registered under the U.S. securities laws and may not be offered, sold or delivered within the United States or to U.S. persons absent the registration under or an applicable exemption from the registration requirements of the U.S. securities laws. This document does not constitute a prospectus according to article 652a or article 1156 of the Swiss code of obligations or article 27 et seq. of the SIX Swiss Exchange listing rules.