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CREALOGIX announces the issue of a convertible bond in the minimum amount of CHF 20 million with possibility to increase the total amount up to CHF 25 million Montag, 14. Oktober 2019 - 07:00

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Media Release

Zurich, 14 October 2019

CREALOGIX announces the issue of a convertible bond in the minimum amount of CHF 20 million with possibility to increase the total amount up to CHF 25 million

The net proceeds of the convertible bond will be used for the refinancing of the convertible bond issued in 2015, the financing of possible acquisitions, and for general funding purposes. It will also accelerate the ongoing transformation of the business model. The convertible bond will be issued with advance subscription rights to existing shareholders with a 5-year term and a minimum nominal amount of CHF 20 million with possibility to increase the total amount to CHF 25 million.

The convertible bond increases CREALOGIX's financial and strategic flexibility. With the net proceeds, the digital banking software specialist can further advance its transformation in terms of licensing models, product orientation and market expansion. Thomas Avedik, Chief Executive Officer of CREALOGIX, says: "With this financing, we can further strengthen the future viability of CREALOGIX in the long term."

Helvetische Bank is acting as Lead Manager and has firmly underwritten the bonds. The terms are as follows:

Issuer

CREALOGIX Holding AG, Zurich, Switzerland

Issue amount

Minimum nominal amount of CHF 20 million with the possibility to increase the total amount up to CHF 25 million

Coupon

[1½ - 2]% p.a.

Advance Subscription Right

279 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 16 October 2019 to 29 October 2019, 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 until 30 October 2019, 12.30 p.m. CET.

Term

5 years

Issue and placement price

100.0%

Redemption

100.0%

Issue date

6 November 2019

Conversion price

CHF [117.90 – 125.40]; corresponding to a premium of [25 – 33]% to the relevant share price of the registered shares of CREALOGIX Holding AG of CHF 94.3022.

The conversion price will be adjusted for a distribution in kind or a cash distribution of more than CHF 2.00 per registered share.

Listing

The provisional listing on the SIX Swiss Exchange for the bond will be applied for as of 6 November 2019.

The final terms (issue amount, coupon and conversion price) are expected to be fixed and communicated on 30 October 2019 based on demand in the book building and on general market conditions. The Lead Manager reserves the right of early allocation in case of early closing of the book building.

About CREALOGIX

The CREALOGIX Group is a Swiss Fintech 100 company and is among the global market leaders in digital banking. CREALOGIX develops and implements innovative fintech solutions for the financial institutions of tomorrow. Using digital solutions from CREALOGIX, banks, wealth managers, and other financial institutions can better respond to evolving customer needs in the area of digital transformation, enabling them to hold their ground in a very demanding and dynamic market and remain ahead of their competitors. The group, founded in 1996, has more than 700 employees worldwide. The shares of CREALOGIX Group (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 advice on investment nor a recommendation or invitation for purchasing, holding or selling any securities and it does not constitute an offer or invitation to subscribe for or purchase any securities. It is not intended for persons subject to legislation that prohibits its distribution or makes its distribution contingent upon an approval and 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 information 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 and will not be 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 for the account of U.S. persons except in an “offshore transaction” in accordance with regulation S under the securities act.

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.

IR Contact

CREALOGIX Holding AG

Daniel Bader, Chief Financial Officer

Tel. +41 58 404 81 81, e-mail: daniel.bader@crealogix.com

Media Contact

CREALOGIX Holding AG

Jasmin Epp, Senior Group Communications Manager

Tel. +41 58 404 86 52, e-mail: jasmin.epp@crealogix.com