AKD:#9432839v6
STICHTING ADMINISTRATIEKANTOOR ICECAT (A foundation incorporated and existing under the laws of the Netherlands registered with the
Dutch trade register (Handelsregister) under file number 67184685)
_____________________________________________________
PROSPECTUS
_____________________________________________________
Investing in the Depositary Receipts (as defined below) involves risks. See chapter 2 “Risk factors”
This prospectus (the “Prospectus”) is published in connection with the offering (the “Offering”),
admission to listing (the “Listing”) and subsequent trading of a maximum of 1,000,000 depositary
receipts (the “Depositary Receipts”) on the trading platform of NPEX (the “NPEX Trading
Platform”) in respect of 1,000,000 new ordinary shares in registered form (the “Underlying
Shares”, and together with the existing ordinary shares in the capital of the Company: the
“Shares”) in the capital of Icecat N.V. (the “Company”) through Stichting Administratiekantoor
Icecat (the “Issuer”), each with a nominal value of EUR 0.01 and at an issue price of EUR 10.00
per Underlying Share. The issue price of the Depositary Receipts (the “Issue Price”) is EUR 10.00
per Depositary Receipt. The Underlying Shares and the Depositary Receipts are governed by Dutch
law.
Certain terms used in this document, including capitalized terms and certain technical and other
terms are explained in chapter 15 “Definitions and Glossary”. Any Depositary Receipt held through
NPEX B.V. in The Hague, the Netherlands (“NPEX”) is registered in the name of Stichting NPEX
Bewaarbedrijf in The Hague, the Netherlands (“Stichting NPEX Bewaarbedrijf”), which has or
will issue a beneficial title (“Beneficial Title”) for such Depositary Receipt to the investor in the
Depositary Receipts (the “Investor”). A reference to any such Depositary Receipt or the holder
thereof should, where the context requires, be read as a reference to such a Beneficial Title or the
holder thereof, respectively.
The Offering consists of an offering being made to the public in the Netherlands. The Issuer is not
taking any action to permit a public offering of the Depositary Receipts in any jurisdiction outside
the Netherlands. The Depositary Receipts have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “US Securities Act”) and will not be registered with any
authority competent with respect to securities in any state or other jurisdiction of the United
States of America. The Depositary Receipts may not be offered or sold in the United States of
America absent registration or an exemption from registration under the U.S. Securities Act. The
Issuer has not registered any part of the Offering of the Depositary Receipts in the United States
of America or any other jurisdiction, nor has it the intention to do so. The Issuer has no intention
to make a public offering of the Depositary Receipts in the United States of America or in any
other jurisdiction other than the Netherlands.
The information contained in this document is accurate only as of the date of this Prospectus,
regardless of the time of delivery of the document or of any sale of the Depositary Receipts.
Neither the contents of the Company’s nor NPEX’s Website form part of this Prospectus.
This Prospectus constitutes a prospectus for the purpose of Article 3 of Directive 2003/71/EC of
the European Parliament and of the Council, and amendments thereto (including those resulting
AKD:#9432839v6
1
from Directive 2010/73/EU) and has been prepared in accordance with chapter 5.1 of the Dutch
Financial Markets Supervision Act (Wet op het financieel toezicht, the “FMSA”) and the rules
promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands
Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”).
Prospectus dated 2 November 2016.
AKD:#9432839v6
2
TABLE OF CONTENTS
1. SUMMARY ....................................................................................................................... 3 2. RISK FACTORS .............................................................................................................. 23 3. IMPORTANT INFORMATION ............................................................................................. 45 4. INFORMATION ON THE ISSUER AND THE COMPANY ........................................................... 47 5. BUSINESS & MARKET OVERVIEW .................................................................................... 62 6. CHARACTERICTICS OF THE UNDERLYING SHARES AND DEPOSITARY RECEIPTS .................... 77 7. FINANCIAL INFORMATION ON THE COMPANY .................................................................... 83 8. VALUATION OF THE COMPANY ........................................................................................ 92 9. DIVIDENDS AND DIVIDEND POLICY ................................................................................. 93 10. THE OFFERING .............................................................................................................. 94 11. DUTCH TAXATION ......................................................................................................... 98 12. SUBSCRIPTION ........................................................................................................... 102 13. FINAL STATEMENTS ..................................................................................................... 105 14. PARTIES INVOLVED AND DOCUMENTS INCORPORATED BY REFERENCE ............................. 106 15. DEFINITIONS AND GLOSSARY ....................................................................................... 108
AKD:#9432839v6
3
1. SUMMARY
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 the 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 together with
an indication that such Element is ‘not applicable’.
Section A – Introduction and warnings
A.1
Introduction
and warnings
This summary should be read as an introduction to this Prospectus.
Any decision to invest in the Depositary Receipts should be based on
consideration of this Prospectus as a whole by the prospective Investor,
including the risk factors, the financial statements and other financial
information.
Where a claim relating to the information contained in this Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Prospectus before any 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, if read in conjunction with other parts of the
Prospectus, or when the underlying document does not provide key
information, if read in conjunction with the other parts of the Prospectus, in
order to aid investors who consider investing in the Depositary Receipts.
A.2
Financial
intermediaries
Not applicable; neither the Company nor the Issuer consents to the use of this
Prospectus for any subsequent sale or final placement of Depositary Receipts
by financial intermediaries.
Section B – Issuer
B.1
Name of the
Issuer
The legal and commercial name of the Issuer is Stichting Administratiekantoor
Icecat.
B.2
The domicile
and legal form
of the Issuer,
the legislation
under which
the Issuer
Stichting Administratiekantoor Icecat (the Issuer), a foundation (stichting)
founded and existing under Dutch law, is established by deed of 1 November
2016, executed before civil-law notary R. Bosveld of Amsterdam, the
Netherlands. The Administrative Conditions will be established and executed
before civil-law notary R. Bosveld of Amsterdam, the Netherlands. The Issuer
is registered in the Trade Register with the Chamber of Commerce of the
Netherlands under number 67184685. The registered seat of the Issuer is
AKD:#9432839v6
4
operates and
its country of
incorporation
Amsterdam, the Netherlands. The address is De Liesbosch 12 D, 3439 LC
Nieuwegein, the Netherlands.
B.3
Business
The Company’s principal activity is providing product data services to e-
commerce companies and global brands (manufacturers), so that they can help
consumers and professional buyers to make well-informed purchase decisions.
The Company is currently providing its product data services in over 40
languages and in more than 200 countries, to leading e-commerce companies
and global brands. The Company started with product data for Computer
hardware, and branched-out to sectors like Software, Telecom, Office supplies,
Consumer Electronics, Do It Yourself, Lighting, Health & Beauty and Fast Moving
Consumer Goods.
Under the name ‘Open Icecat’, the Company is providing free, open content
catalogs, which are fully financed by manufacturers. Under the name ‘Full
Icecat’, the Company is providing paid services to e-commerce companies that
need service levels and tailored solutions.
B.4
Recent
trends
Nowadays, consumers and professionals mainly use the internet for buyer
orientation and their daily purchase decisions. They need the best product
content to search, compare and finally select products of choice. Not just buyer
orientation, but also actual purchases are more and more done online.
Not surprisingly, e-commerce continues to be a fast-growing market, which is
quickly globalizing, and touches virtually every product category in every country
in the world. Manufacturers are increasingly embracing the e-commerce sales-
channel as traditional retailers are under pressure or get broke, and the market
share of e-commerce companies is relentlessly growing.
Manufacturers and e-commerce companies increasingly invest in the quality of
product information, to improve the online shopping experience of their
customers. This implies the improved standardization of product content to
support search & compare, and cross-sell relations, but also investing in rich
media, such as digital video and 3D tours.
Further, EU and other regulations are obliging e-commerce companies to include
standardized product information, such as energy labels, allergy information,
ingredients, and certain warnings and warranties.
All these developments lead to an increased need for standardized product data
services for e-commerce companies and global brands.
AKD:#9432839v6
5
B.5
The Group
The Icecat Group consists of the Company (Icecat NV) and its Subsidiaries Icecat
LLC (Icecat Ukraine) and Icecat Content Sourcing OÜ (Icecat Estonia). Icecat
Ukraine and Icecat Estonia are responsible for the direct sourcing of editor
capacity, and are cost centers of the Company. Hatch BV (former Iceleads BV) is
fully independent (as it is solely a participation of the Company) and benefits
from the Company as a partner in product data, retailer price feeds, and relevant
customer relations.
There are currently limited business relations between the Company and iMerge
BV and other of its subsidiaries (Ecom Pro BV, iMerge Financial Services OÜ and
Iceshop BV). Iceshop BV, a provider of web shops and integration solutions, is a
partner in content implementation projects for clients of the Company. Some
other shareholding of Netvalue BV, such as Bintime (Ukraine, Estonia) and FMP
Publishing (Sweden) are also partner in certain content implementation projects
for the Company and its clients. iMerge BV participates in Ecom Pro BV since
June 2016, which is an integration partner as well for e-commerce companies
that might subscribe to the Company’s catalog subscriptions.
B. 6
Major
Shareholders
Share capital and Shareholders as per date of the Prospectus:
Party Ordinary
Shares Total # of
Shares Shareholding
(%)
iMerge BV 8,177,800 8,177,800
81.78%
Snijders Invest BV 800,000 800,000 8.00%
Mr Sergii Shvets 511,100 511,100
5.11%
Mrs Olena Velychko 511,100 511,100
5.11%
Total 10,000,000
10,000,000
100%
Share capital and the Shareholders after the Offering:*
Party
Ordinary
Shares
Total # of
Shares
Shareholding
(%)
iMerge BV 8,177,800 8,177,800
74.34%
Snijders Invest BV 800,000 800,000 7.27%
Mr Sergii Shvets 511,100 511,100
4.65%
Mrs Olena Velychko 511,100
511,100
4.65%
Issuer (STAK Icecat) 1,000,000
1,000,000
9.09%
Total 11,000,000
11,000,000
100%
AKD:#9432839v6
6
* This capitalization table is based on the assumption that all the Underlying
Shares have been issued and are held by the Issuer after the Offering has taken
place.
B.7
Selected
historical
financial
information
Historical financial information of the Company over 2014 and 2015 Summary balance sheet (in EUR)
Statement of the Company’s financial position (in EUR) per year ending at December 31 and based
on IFRS:
2015 2014
Assets
Fixed assets
Tangible fixed assets 315,820 249,507
Financial fixed assets 3,945,589 3,938,077
4,261,409 4,187,584
Current assets
Receivables 1,896,616 2,346,594
Cash 1,284,742 232,540
3,181,358 2,579,134
Total assets 7,442,767 6,766,718
Liabilities
Shareholders’ equity 5,093,339 4,518,842
Current liabilities
2,349,428 2,247,876
Total liabilities 7,442,767 6,766,718
Profit & loss account
The statement of profit & loss of the Company (in EUR) per year ending at December 31 and based
on IFRS:
2015 2014
Revenue 5,414,094 3,512,559
Cost of sales -1,625,760 -651,964
AKD:#9432839v6
7
Gross profit 3,788,334 2,860,595
Operating expenses -2,818,523 -2,199,043
Operating profit 969,811 661,552
Finance cost & income -3,646 -9,866
Profit before tax 966,165 651,686
Income tax expense -186,680 -110,762
Share in profits of participations 5,012 0
Net profit 784,497 540,924
Cash flow statement (in EUR)
Cash flow from operational activities of the Company (in EUR) per year ending at December 31 and
based on IFRS:
2015 2014
Operating result
969,811
661,552
Adjustments for:
Depreciation of intangible and tangible fixed assets
91,066
67,944
Changes in provisions
-413,849
Changes in working capital:
Trade debtors -476,316
166,663
Receivables from group companies 48,878
178,738
Other accounts receivable 980,908
-602,848
Prepaid expenses -103,492
-463,443
Accounts receivable (excluding banks) 101,178
1,009,312
551,156
288,422
Cash flow from operating activities
1,612,033
604,069
Interest received 1,695
519
Interest paid -5,341
-10,385
Taxes -186,680
-110,762
-190.326
-120,628
Cash flow from operating activities
1,421,707
483,441
AKD:#9432839v6
8
Cash flow from investing activities
Investments in tangible fixed assets -157,379
-156,179
Investments financial assets -2,500
Disposals of tangible fixed assets 0
26,919
Cash flow from investing activities
-159,879
-129,260
Cash flow from financing activities
Informal capital contribution 0
-250,000
Dividend paid -210,000
Cash flow from financing activities
-210,000
-250,000
Change in cash
1,051,828
104,181
Proceedings of movement of funds
The movement of funds is as follows:
Balance at beginning of year
231,928
54,880
Changes in Financial year
1,051,828
177,048
Balance at end of year
1,283,756
231,928
Interim historical financial information of the Company at 30 June 2016 (Q1 and Q2)
The figures below are not audited.
Summary balance sheet
Half year statement (in EUR) of the Company’s financial position at 30 June 2016 (Q1 and Q2) and
based on IFRS:
2016 2015
Assets
Fixed assets
Tangible fixed assets 338,052 236,994
Financial fixed assets 3,953,731 3,938,076
4,291,783 4,175,070
Current assets
Receivables 1,886,240 2,804,878
Cash 1,551,078 165,405
3,437,318 2,970,283
Total assets 7,729,101 7,145,353
Liabilities
Shareholders’ equity 5,328,429 5,017,247
AKD:#9432839v6
9
Current liabilities
2,400,672 2,128,106
Total liabilities 7,729,101 7,145,353
Profit & loss account
Half year statement over 2016 of the Company’s profit & loss account (in EUR) at June 30 and based
on IFRS:
2016 2015
Revenue
2,781,224
2,476,839
Cost of sales -850,943 -797,977
Gross profit
1,930,281
1,678,862
Operating expenses
-1,468,532
-1,178,323
Operating profit 461,749 500,539
Finance cost & income -16,659 -2,134
Profit before tax 445,090 498,405
Cash flow statement at June 30 2016 (in EUR)
Half year cash flow statement over 2016 concerning the operational activities of the Company (in
EUR) at June 30 and based on IFRS:
2016 2015
Operating result
461,749
500,539
Adjustments for:
Depreciation of intangible and tangible fixed assets
103,088
80,750
Changes in provisions
Changes in working capital:
Trade debtors -31,129
-86,248
Receivables from group companies 48,878
187,977
Other accounts receivable 1,090,426
-611,070
Prepaid expenses -85,002
8,319
Accounts receivable (excluding banks) 230,969
133,229
AKD:#9432839v6
10
1,254,142
-367,793
Cash flow from operating activities
1,818,979
213,496
Interest received 669
2
Interest paid -17,328
-2,136
Taxes 0
-16.659
-2,134
Cash flow from operating activities
1,802,320
211,362
Cash flow from investing activities
Investments in tangible fixed assets -204,147
-116,099
Investments financial assets -2,500
Disposals of tangible fixed assets 0
Cash flow from investing activities
-206,647
-116,099
Cash flow from financing activities
Informal capital contribution 0
Dividend paid -210,000
Cash flow from financing activities
-210,000
Change in cash
1,385,673
95,263
Proceedings of movement of funds
The movement of funds is as follows:
Balance at beginning of July of year
165,405
70,142
Changes in Financial year
1,385,673
95,263
Balance at June of year
1,551,078
165,405
B.9
Selected key
pro forma
financial
information
Not applicable. There is no selected key pro forma financial information included
in this Prospectus.
B.10
Qualification
of the auditor
Not applicable. The audit report does not contain any qualifications on the
historical financial information.
B.12
Investment
objective
The Company has the following investment objectives:
Developing product catalogs in new business sectors, especially Fast
Moving Consumer Goods (Food and Near-Food), Automotive, and Fashion;
Strengthening the Company’s commercial presence and visibility in the
USA & Canada, East Asia, and other significant e-commerce regions.
Further investments in the Company’s Product Information Management
AKD:#9432839v6
11
(PIM) software platform for its current and future clients.
Investing in the Company’s global content syndication infrastructure to
keep pace with the sharp increase in e-commerce demand (data-sheet
downloads)
Developing social media capabilities between brands and their channel
partners.
Acquiring local PIM providers or their assets in key e-commerce markets
to improve the market share of the Company.
Other investments that help the Company develop its market position,
service offering or other activities.
There are no restrictions regarding the use of the investment.
B.31
Information
about the
issuer of the
Underlying
Shares
Icecat N.V. (the Company), a public limited company (naamloze vennootschap),
incorporated and existing under the laws of the Netherlands, was established by
notarial deed of 6 April 2009, executed before a civil-law notary in Amsterdam,
the Netherlands. The articles of association of the Company were laid down by
deed of 6 April 2009. The Company is registered in the Trade Register with the
Chamber of Commerce of the Netherlands under number 30259744. The
registered seat of the Company is Amsterdam, the Netherlands. The address is
De Liesbosch 12 D, 3439 LC Nieuwegein, the Netherlands.
The Company’s commercial name is ‘Icecat’. ‘Icecat’ is also registered as a
European Trade Mark under number 010715662.
B.32
Information
about the
Issuer of the
Depositary
Receipts
Stichting Administratiekantoor Icecat (the Issuer), a foundation (stichting)
founded and existing under Dutch law, is established by deed of 1 November
2016, executed before civil-law notary R. Bosveld of Amsterdam, the
Netherlands. The Administrative Conditions will be established and executed
before civil-law notary R. Bosveld of Amsterdam, the Netherlands. The Issuer is
registered in the Trade Register with the Chamber of Commerce of the
Netherlands under number 67184685. The registered seat of the Issuer is
Amsterdam, the Netherlands. The address is De Liesbosch 12 D, 3439 LC
Nieuwegein, the Netherlands.
Section C - Securities
C.13
Information
on the
Underlying
Shares
Description of the Shares
The Shares (including the Underlying Shares) have been created under Dutch
law and are denominated in euros (EUR). The Shares only consist of ordinary
shares (gewone aandelen) in the capital of the Company without any special
voting rights. The Shares are registered shares (aandelen op naam) and the
register of Shareholders (het aandeelhoudersregister) is kept at the head office
of the Company, De Liesbosch 12D, the Netherlands. The Company is in charge
of keeping the records of the Shares in this register of Shareholders.
Currency
The Shares are denominated in euro (EUR).
AKD:#9432839v6
12
Number of Shares and nominal value
At the date of this Prospectus, the authorized capital (maatschappelijk kapitaal)
of the Company consists of Shares with a nominal value of EUR 0.01 each and is
divided into fifty million (50,000,000) Shares.
As of the date of this Prospectus, the issued (geplaatst kapitaal) and paid-up
capital (gestort kapitaal) of the Company amounts to EUR 100,000.-, divided
into 10,000,000 Shares, each Share having a par value of EUR 0.01.
Rights attached to the Shares
The Shares (including the Underlying Shares) give the right, among others and
pro rata, to (i) the Dividends made payable on the Shares and (ii) to liquidation
payments.
Dividend rights
Distribution of Dividends takes place after adoption of the annual accounts of the
Company showing that such distribution is permitted. The Company can only
make distributions of Dividends to the extent that the equity exceeds the paid-
up and called-up part of the capital of the Company plus the reserves that must
be maintained by law.
The Dividends will be made payable by the Company one (1) month after a
legally valid resolution (rechtsgeldig besluit) with regard to the Dividend
payment over the respective period has been adopted by the General Meeting. If
the Company, in any year, decides (at its own discretion) to pay any Dividends,
these payments will be distributed to the Shareholders at the latest after
thirteen (13) months from the end of the relevant financial year (and therefore
no later than 1 February in the year concerned). The Dividends will be made
payable with due observance of the relevant provisions in the Articles of
Association.
Voting rights
Each Share gives the right to cast one (1) vote at the General Meeting. There
are no special procedures for exercising the rights attached to the Shares. There
are no special limitations of rights. The Shares are all ordinary Shares in the
capital of the Company and there are no Shares with special voting rights or
power of control rights.
Transferability of the Underlying Shares
The Issuer does not have the authority to transfer the Underlying Shares, except
in certain defined circ*mstances. Shares will only be issued by the Company to
the Issuer in the context of the (anticipated) issue of the Depositary Receipts in
accordance with the Administrative Conditions.
Listing
No listing on any regulated market is requested for the Shares.
Dividend policy
Given its continued growth ambitions, the Company has no fixed plan to pay
AKD:#9432839v6
13
Dividends on its Shares for the foreseeable future following the Offering. The
Company currently intends to reinvest all or most of its future earnings, if any,
to finance the operations and expansion of the Company’s business. After each
year, the Management Board will evaluate the profitability and decide upon the
Dividend payout in relation to the Company’s cash needs to further revenues
growth, and thus Shareholder value.
Any future determination relating to the Company’s dividend policy will be made
at the discretion of the Management Board and will depend on a number of
factors, such as future earnings, capital requirements, contractual restrictions,
future prospects and other factors members of the Management Board may
deem relevant from time to time.
C.14
Information
about the
Depositary
Receipts
Description of the Depositary Receipts
The Depositary Receipts have been created under Dutch law and will be issued
under Dutch law. The Issuer issues one Depositary Receipt for each Share.
Currency
The Depositary Receipts are denominated in euro (EUR).
Rights attached to the Depositary Receipts
A summary of rights attached to the Depositary Receipts:
the right to the Dividends and liquidation payments made payable by the
Company; and
pre-emption rights (voorkeursrechten) in the event that the Shareholders
of the Company have a pre-emption right in the issue of (new) Shares.
Investors do not have the following rights:
the right to attend or vote at the General Meeting;
the right to request the conversion of a Depositary Receipt into a Share.
The Depositary Receipts are non-convertible; and
the right to establish a right of usufruct or pledge on a Depositary Right.
Transferability of the Depositary Receipts
In order to facilitate trading of the Depositary Receipts, the Depositary Receipts
will be listed on NPEX. Each party that intends to buy or sell Depositary Receipts
needs to be registered as an ‘investor’ with NPEX.
The Depositary Receipts cannot be traded outside of NPEX.
Admission to trading (listing)
In order to facilitate trading of the Depositary Receipts, the Depositary Receipts
of the Issuer are listed on NPEX.
The Depositary Receipts will be legally held by Stichting NPEX Bewaarbedrijf but
on behalf of the Investor, which in turn will issue a Beneficial Title for such
Depositary Receipt to the Investor, which can be traded between investors on
the NPEX Trading Platform.
AKD:#9432839v6
14
The NPEX trading platform is accessible to an Investor via the Company’s
Website and the NPEX website.
Meeting of the Depositary Receipts holders
Not applicable. There will be no meeting of the Depositary Receipt holders (i.e.
Investors). The Administrative Conditions do not provide for such meetings.
Guarantee
Not applicable. The obligations of the Issuer under the Depositary Receipts are
and will not be guaranteed.
Section D - Risks
D.4
Key
information
on the key
risks that are
specific to
the Issuer of
the
Underlying
Shares
Risks relating to the Company (operational risks) and the industry in
which it operates in general
The Company is competing in a relatively young and global industry. The
Company’s ability to compete in this industry depends on a significant number of
factors
These factors comprise: (i) the price and quality of the Company’s services
compared to its competitors; (ii) the size of the Icecat user and customer base;
(iii) cost-effective sourcing of editorial and development capabilities; (iv)
reputation and brand recognition; (v) convenience of integrating the Company’s
product data solutions; (vi) marketing and sales efforts; and (vii) innovative
solutions.
Not gaining and retaining by the Company of a substantial business volume in
the product information industry, could affect its market position and could
diminish the financial outlook of the Company
A substantial business volume in countries and categories is important for the
Company to realize the economies of scale and scope, necessary for sustainable
business cases in the respective countries and categories. In case the Company
is not able to develop a substantial business in certain sectors, this could
diminish the financial outlook for the Company in terms of future revenues and
profits.
A consolidating e-commerce market might reduce the number of potential clients
for the Company’s services and reduce the revenue and profit potential of the
Company
A consolidating e-commerce market followed by a major shake-out among web
shops might lead to fewer e-commerce customers. For example, in case major
competitors take over or drive out of business most local successful e-commerce
ventures, the number of (potential) customers for the Company would be
reduced. This might in turn lead to a reduction in demand, and thus less
revenues and profit for the Company.
New technological developments (innovation) in the product data market might
force the Company to significantly invest in such technologies
AKD:#9432839v6
15
New technological developments could reshape the product data market in which
the Company operates. This development might both lead to heavier
investments in such technologies by the Company, and such developments
might challenge the Company to investments heavily in such technological
innovations by itself, or risk less demand for certain services provided by the
Company. At this point in time, it’s not well possible to quantify such potential
investments, as they might be limited if technology becomes available through
open source or might be big, if proprietary technology needs to be developed by
the Company. This might lead to lower profitability and/or less revenues for
existing services provided by the Company. Technological innovations might also
lead to new entrants in the core market of the Company. Such developments
might have an impact on its business case.
Standardization of product data by (major) manufacturers could lead to a
(partial) disintermediation of the Company
In case all major manufacturers would be able to implement the same universal
and comprehensive global standard for exchanging product data, the Company’s
value added as global exchange of product data might be (partially)
disintermediated.
Failing to retain customers and acquire new customers might lead to a reduction
of the revenues and/or profits of the Company
If the Company fails to retain its customers (mainly manufacturers and/or their
channel partners) sufficiently, or fails to acquire new customers, the
development of the business in terms of revenues and profits will be depressed.
This could lead to a reduction of the growth potential of the Company,
subsequently its business case and could limit the profit potential and
shareholder value creation of both the Company and the Investor.
A failure of the free, open catalog model (Open Icecat) would severely limit the
attractiveness and reputation of the Company and could lead to a decreasing
number of registration of new users (customers) and, as a consequence, less
sales leads
Should it be the case that manufacturers would no longer sponsor their product
data in Open Icecat, the Company would have to stop or limit the amount of
product data it provides for free through Open Icecat to its customers and might
lead to reduced revenues and profits for the Company. That would severely limit
the attractiveness and reputation of the Company in the e-commerce sales
channels, and it would lead to a decrease in the number of registrations of new
users and consequently less sales leads. This eventually might have a material
adverse effect on the Company’s business.
Failure to achieve growth by upselling to high-end services may limit the future
growth of the Company
The Company is increasingly developing high-end services for corporate clients.
Future growth will increasingly depend on successfully selling and providing such
high-end corporate services in the field of PIM and product data integration.
Should it be the case that the Company would fail to develop and provide high-
end services that meet the needs of corporate clients and that are competitive
AKD:#9432839v6
16
with the services of system integrators or PIM-providers in the market, the
growth and profitability of the Company’s business will be severely limited.
The Company may become subject to additional and unexpected laws and
regulations or changes to the existing ones, which could materially and
adversely affect the business, financial condition and the operation results of the
Company
If the services offered by the Company were to become subject to more
stringent laws and regulations (especially relevant are, for example, the EU-
regulations, directives (and any other law) regarding copy- and database rights),
the business, financial conditions and results of operation could be materially
and adversely affected. Complying with these changes could have a negative
impact on the profit margins of the Company. Failure to comply with the
obligations or a failure to anticipate the application of the additional and/or
changed laws and regulations accurately, could create a liability for the
Company, which subsequently could result in adverse publicity or causes the
Company to alter its business practices, which also may materially and adversely
affect the business, financial condition and/or operation results of the Company.
Slower expansion in editorial and software development capacity might lead to a
reduction of the capacity of the company to cover new sectors, to explore new
business, and address the needs of its clients
In each sector the Company operates in there are millions of unique products,
including parts that need to be covered by product data and need to be updated
and improved from time to time. The quality and quantity of product data
provided by the Company to its clients is one of its critical competitive
advantages. Should it be the case that because of a future scarcity of editorial
and development resources or salary cost inflation, the expansion of the editorial
and development teams are limited, this will lead to a reduction of the capacity
of the Company to cover new sectors, to explore new business, and address the
needs of its clients.
The Company may experience delays in onboarding manufacturers (brand
owners) which might lead to the complication of the promotional process of the
Company and could slow down the Company’s expansion in certain relevant
markets and sectors
If delays in onboarding manufacturers were to occur, this promotional process
will complicate and slow down the Company’s expansion in certain the relevant
markets and sectors. Such a slowdown will lead to less revenues and profits on
the side of the Company. Especially when it comes to expending in new sectors
such as Fashion, fast moving consumer goods (FMCG), Toys, it’s important that
the Company can onboard the leading manufacturers.
The Company may experience delays in onboarding (major) e-commerce
retailers that could lead to a decrease in traction towards brands to sign up for
the Company as well
The stagnation of the onboarding of e-commerce retailers that are critical for the
brands, will lead a decrease in traction towards brands to sign up for the
Company as well. The onboarding of all or most major e-commerce retailers is
AKD:#9432839v6
17
very important, especially to develop the Company’s position in North America
and Asia or in new categories such as Toys, Fashion, FMCG and Do It Yourself. A
standstill in onboarding all major e-commerce retailers could directly and
indirectly give rise to decreasing revenues and profits for the Company.
Structural failures in the Company’s core platforms for networking, hosting,
applications and security would have a material adverse effect on its business
The Company’s cybersecurity measures may not detect or prevent all attempts
to compromise the Company’s systems. Breaches of the Company’s
cybersecurity measures could result in unauthorized access to the Company’s
systems, misappropriation of information or data, deletion or modification of
client information, or a denial-of-service or other interruption to the business
operations of the Company.
The Company may be unable to continue the use of its domain names, or
prevent third parties from acquiring and using domain names that infringe on, or
are similar to, or otherwise decrease the value of our domain names, brands,
trademarks or service marks
Third parties may try to capitalize on the Company’s brand recognition by using
domain names similar to Icecat’s. The Company may be unable to prevent such
third parties from acquiring domain names that infringe on, are similar to, or
otherwise decrease the value of Icecat domain names or brands. Protecting and
enforcing the Company’s rights in domain names may give rise to litigation,
which could result in substantial costs and diversion of management attention.
The Company’s business depends on strong business-to-business brands. The
Company may not be able to maintain and enhance its brands, or may receive
unfavorable customer complaints or negative publicity, which could adversely
affect its brands
Maintaining and enhancing the Company’s brands depends largely on publicity,
such as favorable word of mouth based on the satisfaction of the Company’s
customers and other users of its services, the global reach of the Company’s
product data syndication services, the ease of use of its user interfaces and
innovation in the e-commerce market.
Maintaining and enhancing the ‘Icecat’ brands may require substantial
investments, strategic changes to adapt to new market trends, a lowering of the
tariffs of services, without the guarantee of success. If the Company fails to
maintain and enhance its brands or incurs excessive expenses in this effort, the
Company’s business may be materially and adversely affected.
Failure to comply with European, US, Canadian, Mexican, Russian and other laws
and regulations regarding IPR, privacy and data protection, could adversely
affect the Company’s business, financial condition and operating results
Any failure or perceived failure by the Company to comply with any such
European, US, Canadian, Mexican, Russian and other applicable laws,
regulations, self-regulatory principles, industry standard codes of conduct,
regulatory guidance, orders to which the Company may be subject or other legal
obligations could adversely affect the Company’s reputation, brand and business,
AKD:#9432839v6
18
and may result in claims, fines, civil or criminal proceedings or actions against
the Company by government entities, customers or others.
The Company may not be able to adequately protect its intellectual property
rights or may be accused of infringing intellectual property rights of others
The Company received in the past, and anticipates on receiving in the future,
communications alleging that certain items posted on the Company’s websites or
included in its services, violate third party copyrights, marks, trade names or
other IPR or proprietary rights. The Company may need to obtain licenses from
third parties who allege that the Company has violated their rights, but such
licenses may not be available on terms acceptable to the Company, or at all.
These risks have been amplified by the increase in third parties whose sole or
primary business is to assert such claims.
The protection of the Company’s IPR may require the expenditure of significant,
managerial and operational resources. Moreover, the steps that the Company
has taken or will take to protect its IPR may not adequately protect its rights or
prevent third parties from infringing or misappropriating these rights. The loss of
the ability to use or protect its IPR, could cause substantial harm to the
Company’s brands and have a material adverse effect on its business, financial
condition and operating result.
Risks relating to the taxation matters
If the application of the innovation box does not apply anymore to the Company
after 2016, the Company may be faced with another (higher) profit tax regime
The Company qualifies for innovation related incentives (de Wet Bevordering
Speur- en Ontwikkelingswerk (WBSO)), and has a ruling with the Dutch Tax
Authority regarding the application of the innovation box regime (Innovatiebox),
which implies that for 30% of its profit finally a lower profit tax regime (5%) is
applicable. This ruling has an eight year term, from 2012 up to and including
2017. Possible risks in this respect are: (i) changes of the tax legislation
regarding the innovation box regime and whether the ruling will still be
applicable after any amendments of the innovation box regime; (ii) material
changes in the company’s circ*mstances; (iii) falsification of underlying
assumptions of the ruling; and (iv) uncertainty regarding the future applicability
of this ruling after 2017. If the aforementioned tax ruling expires as per 1
January 2018 without renewal, the Company will be subject to a higher profit tax
regime that could, to the extent applicable, ultimately lead to lower net profit of
the Company. This could negatively affect the price of the Underlying Shares and
therefore as a result, the price of the Depositary Receipts.
Certain tax risks regarding the tax position of the Company in the Netherlands
Changes to the local Dutch tax regime, for example the corporate tax rate, the
deductibility of interest, deductibility of expenses, could affect the tax position of
the Company and this may result in a lower net profit of the Company. Also,
there is a potential risk that the Dutch tax regime changes regarding the
characterization of the Company’s shareholdings in the Subsidiaries in the
Ukraine and Estonia. Furthermore, there is a potential risk that the Dutch tax
AKD:#9432839v6
19
regime changes with respect to the taxation of profits derived from the
shareholdings in these Subsidiaries. Should this be the case, this could affect the
tax position of the Company and therefore this may result in a lower net profit of
the Company.
Changes to the Ukrainian and/or Estonian applicable tax laws and/or regulations
or interpretations by local tax authorities may, indirectly, affect the financial
position of the Company
The Company holds a majority of the shares in two (2) of its Subsidiaries: Icecat
LLC (Ukraine); and Icecat content Sourcing OU (Estonia). These Subsidiaries
contribute, indirectly, to the profitability of the Company. The local tax regimes
apply to these Subsidiaries. Changes to local tax laws and/or regulations or
interpretations by local tax authorities in Ukraine and/or Estonia could affect the
tax position of these Subsidiaries in a negative way, for example if higher tax
profit rates will apply. Should this be the case, it may result in a lower net profit
of the Subsidiaries and, as a consequence, this might lead to a lower financial
result on the side of the Company. More generally, changes or amendments to
the local tax laws and/or regulations or interpretations by local tax authorities in
a jurisdiction where one or more of its Subsidiaries is established may indirectly
effect the financial position of the Company.
D.5
Key
information
on the key
risks that are
specific to
the
Depositary
Receipts
Risks relating to the Depositary Receipts and the Offering
Limited trading of the Depositary Receipts
The Depositary Receipts can only be traded between Investors who hold an
NPEX Account and, as a consequence, cannot be traded outside the NPEX
Trading Platform. Neither will there be a market maker to promote the ongoing
tradability of the Depositary Receipts on the NPEX Trading Platform. The liquidity
and marketability of the Depositary Receipts may therefore be (very) limited and
Investors may not be able to sell the Depositary Receipts at or above the Issue
Price, or may not even be able to sell their Depositary Receipts at all. The
relative illiquidity of the market for the Depositary Receipts could lead to the
situation that the Depositary Receipts cannot be sold for a long period of time.
This could adversely affect the value of the Depositary Receipts.
The Depositary Receipts are admitted to trading on the NPEX Trading Platform.
NPEX Trading Platform is not a regulated trading platform
In order to facilitate trading of the Depository Receipts, the Depository Receipts
of the Issuer are listed on NPEX. NPEX does not qualify as a ‘multilateral trading
facility’ or ‘regulated market’ within the meaning of the FMSA. Therefore, Dutch
rules and regulations on corporate governance, market abuse, publication of
insider information, prohibitions on insider trading, transparency requirements,
mandatory disclosure of substantial holdings, public takeover rules and
mandatory offer rules do not by operation of law apply to the Company and/or
the Issuer (as well as to other issuers admitted to NPEX). As a result, Investors
on NPEX are not as well protected as on regulated markets which pose a risk to
investors.
AKD:#9432839v6
20
Section E - Offer
E.1
Use of
proceeds
The Issuer will use the net proceeds from the Offering of the Depository Receipts
entirely for the purchase of Underlying Shares in the Company. The total amount
of the proceeds depends on the number of Depository Receipts sold. The
Company estimates that it will receive net proceeds of approximately EUR
10,000,000.
The principal purposes of this Offering are to obtain additional financing, to
create a public market for the Depositary Receipts, which would enhance the
overall profile of the Company, both nationally as internationally, to facilitate
possible future access to the public equity markets and to recruit and retain
high-quality management and operating personnel. The Company intends to use
the net proceeds raised with the Offering for general corporate purposes focused
on growing its business and for the support of the development and growth of
the Company.
E.2a
Reasons for
the Offering
The main objectives of the admission to trading of the Depositary Receipts on
NPEX is the raise capital for the Company, to increase the Company’s visibility
and brand recognition, access a new source of financing, increase its strategic
and financial flexibility in order to support its development in Europe and in
other markets, and make a step towards more liquidity for existing and new
shareholders.
E.3
Terms and
conditions of
the Offering
Maximum number of Depositary Receipts available for issue
On the date of this Prospectus, the share capital of the Company consists of
Shares with a nominal value of EUR 0.01 each. On the date of this Prospectus,
1,000,000 Shares are available for issue. As one Depositary Receipts is issued
for one Share, the maximum number of Depositary Receipts that could be issued
on the Date of Issue is also 1,000,000.
The minimum number of Depositary Receipts that will be issued on the Date of
Issue will be 250.000, for a total sum of EUR 2,500,000.
The Depositary Receipts and underlying Shares will be issued on the Date of
Issue, which date is expected to be on Friday 17 February 2017.
Issue Price
The Issue Price of the Depositary Receipts is EUR 10.00 per Depositary Receipt.
The Offering Period
The Offering will commence on 3 November 2016 from 09:00 until 17:00 on 10
February 2017 (the Offering Period), or the sooner the Offering has been fully
subscribed. A minimum Offering Period is not determined.
There is no maximum to the number of Depositary Receipts that can be acquired
and/or be held by any prospective Investor. The minimum number of Depositary
Receipts to subscribe for is two hundred and fifty (250).
AKD:#9432839v6
21
The Offering will be published on the Company Website and the NPEX Website as
per 3 November 2016.
The management board of the Issuer can resolve at any time to limit, suspend
or exclude the Offering and the issue of the Depositary Receipts. Any such
resolution will be announced on the Company Website and the NPEX Website.
Trading of the Depositary Receipts may not begin before notification is made.
Register
The Depositary Receipts are delivered to the purchaser by registration by name
in the Register, which is managed by NPEX on behalf of the Issuer. NPEX records
the registration of the Depositary Receipts in the Register. After the purchase of
the Depositary Receipts is completed, the prospective Investor will receive proof
of registration in the Register in the form of an electronic depot at NPEX. By
registering, the prospective Investor confirms that he is a party to the deed
effecting the transfer of the Depositary Receipts. No costs are attached to
furnishing the proof of registration. The Depositary Receipts are not delivered by
means of a deed executed in the presence of a civil-law notary.
Repayments
Any excess funds which the Issuer has received in relation to a limitation or
exclusion of allocation of the Depositary Receipts will be repaid to the bank
account (IBAN) from which these funds were received. Repayments will not
include interest.
Vesting date
Any excess funds which the Issuer has received in relation to a limitation or
exclusion of allocation of the Depositary Receipts will be repaid to the bank
account (IBAN) from which these funds were received. Repayments will not
include interest.
Intentions to subscribe
So far as the Issuer and the Company are aware, no members of their
management bodies intend to subscribe in the Offering or intend to subscribe for
more than five per cent (5%) of the Offering.
E.4
Description
of any
material
interest
Certain board members of the Issuer have an interest material to the Offering on
the basis of their ownership of Shares. So far as the Company and the Issuer are
aware no other persons involved in the issue of Depositary Receipts have an
interest material to the Offering and there are no conflicting interests.
E.5
Offering
entity and
lock-up
agreements
The offering entity is Stichting Administratiekantoor Icecat (the Issuer).
As of the date of this Prospectus there are no lock-up agreements in place for
the Underlying Shares nor for the Depositary Receipts. Based on the
Administrative Conditions, the Issuer is not authorized to alienate one (1) or
more of the Underlying Shares as long as the Underlying Shares are listed on
the NPEX Trading Platform.
AKD:#9432839v6
22
E.6
Dilution The Underlying Shares will be issued by the Company to the Issuer after the
Offering Period has ended, on the Date of Issue. As a consequence, the existing
Shareholders will be diluted proportionate to the new issue of Underlying Shares.
In the event of an issue up to the maximum issue of 1,000,000 Underlying
Shares, the dilution will be ten percent (10%).
There will not be a simultaneous or almost simultaneous offer or admission to
trading of the same class of Underlying Shares as those Underlying Shares over
which the Depositary Receipts are being issued.
E.7
Estimated
expenses
charged to
the Investor
No fee of will be charged by the Issuer at the time of issue of Depositary
Receipts (the primary market). The Issuer will incur all relevant costs in this
respect.
For the subsequent trading (buying or selling) of the Depositary Receipts by
the Investor via the NPEX Trading Platform (the secondary market), NPEX
charges a transaction fee which will amount 0.5%. These transaction costs are
calculated over the total value of the specific transaction, being the price per
Depositary Receipt multiplied by the total number of Depositary Receipts.
AKD:#9432839v6
23
2. RISK FACTORS
If any of the following risks actually occurs, the Company’s business, results of operations,
financial condition or the price of the Depositary Receipts could be materially adversely affected.
In that event, the value of the Depositary Receipts could decline and the Investor might lose part
or all of its investment. Although the Issuer believes that the risks and uncertainties described
below are (all) the material risks and uncertainties facing the Company’s business, they are not
the only ones the Company faces and hence the list is a non-exhaustive one. Additional risks and
uncertainties presently unknown to the issuer or that the Issuer currently deems immaterial may
also have a material adverse effect on the Company’s business, results of operations or financial
condition and could negatively affect the price of the Depositary Receipts. Any reference to the
“Company” below should, where the context so requires, be read as a reference to any company
or legal entity which forms part of the Company’s affiliates and Subsidiaries (i.e. the Icecat
Group).
Prospective Investors should read the detailed information set out elsewhere in this Prospectus
and should reach their own views before making an investment decision with respect to any
Depository Receipts. Furthermore, before making an investment decision with respect to any
Depository Receipts, prospective Investors should consult their own stockbroker, bank manager,
lawyer, auditor or other financial, legal and tax advisers and carefully review the risks associated
with an investment in the Depository Receipts and consider such an investment decision in light of
the prospective Investor's personal circ*mstances.
2.1 RISKS RELATING TO THE COMPANY (OPERATIONAL RISKS) AND THE INDUSTRY
IN WHICH IT OPERATES IN GENERAL
A failure of the free, open catalog model (Open Icecat) would severely limit the
attractiveness and reputation of the Company and could lead to a decreasing number of
registration of new users (customers) and, as a consequence, less sales leads.
Many of the Company’s product data and catalog services are provided to its customers for free,
as manufacturers take care of the costs. Should it be the case that manufacturers would no longer
sponsor their product data in Open Icecat, the Company would have to stop or limit the amount of
product data it provides for free through Open Icecat to its customers and might lead to reduced
revenues and profits for the Company. That would severely limit the attractiveness and reputation
of the Company in the e-commerce sales channels, and it would lead to a decrease in the number
of registrations of new users and consequently less sales leads. This eventually might have a
material adverse effect on the Company’s business.
Failure to achieve growth by upselling to high-end services may limit the future growth
of the Company.
To a large extent, the Company has developed its business bottom-up, by providing low-cost or
even free data services. The growth of the Company is based on the upselling of Open Icecat and
Full Icecat services to manufacturers and e-commerce businesses. The Company is increasingly
developing high-end services for corporate clients. In 2015, 39.7% of the Company’s revenues
were depending on such services, up from 34.2% in 2014. Future growth will depend on
successfully selling and providing such high-end corporate services in the field of product
information management (PIM) and product data integration.
AKD:#9432839v6
24
Should it be the case that the Company would fail to develop and provide high-end services that
meet the needs of corporate clients and that are competitive with the services of system
integrators or PIM-providers in the market, the growth and profitability of the Company’s business
will be severely limited.
Slow(er) growth of the number of sectors and brands supported by the Company could
lead to a slow(er) expansion of its businesses.
Critical for growth in revenues is the continued growth in the number of sectors in which the
costumers of the Company are active and the number brands supported by the Company. A
slower expansion of these sectors and/or brands can be caused by the following circ*mstances:
delays in funding, slower expansion of editorial and developmental capacity, delays in onboarding
manufacturers, delays in onboarding (major) e-commerce retailers and non-transparent markets.
Each of those circ*mstances will be addressed hereinafter as a separate risk factor.
Delays in funding and/or unavailability of funding could lead to a situation wherein the
Company is unable to implement its business plans and may not be able to make the
necessary and planned investments.
In case the Company is insufficiently funded it has fewer options, for example, to (i) invest in
advancing and developing its product data for certain sectors, brands and markets, (ii) acquire the
business of local niche players in the product data services industry, (iii) invest in sales offices in
major markets such as the US, China and Japan, (iv) invest in its global brand recognition in its
market, and (v) finance its debtor growth. As a result of this, insufficient funding might lead to
lower competitiveness of the Company and, subsequently, to an reduction of its potential for
revenues and profitability.
Slower expansion in editorial and software development capacity might lead to a
reduction of the capacity of the Company to cover new sectors, to explore new
businesses opportunities and address the needs of its clients.
To a certain extent, there is scarcity in development resources in The Netherlands, which was a
reason for Company to hire development capacity in Ukraine and other typical outsourcing
countries. Currently, there is sufficient supply, although it might become harder to expand the
team with effective, senior developers. Regarding editorial capacity it’s mainly low labor costs that
made the Company hire editors in Eastern Europe, where currently little scarcity is experienced for
this job profile. But that might change as well.
In each sector such as fast moving consumer goods (FMCG), Automotive, Fashion, Toys, there are
millions of unique products, including parts that need to be covered by product data and need to
be updated and improved from time to time. The quality and quantity of product data provided by
the Company to its clients is one of its critical competitive advantages. Should it be the case that
because of a future scarcity of editorial and development resources or salary cost inflation, the
expansion of the editorial and development teams are limited, this will lead to a reduction of the
capacity of the Company to cover new sectors, to explore new business opportunities and to
address the needs of its clients.
AKD:#9432839v6
25
The Company may experience delays in onboarding manufacturers (brand owners)
which might lead to the complication of the promotional process of the Company and
could slow down the Company’s expansion in certain relevant markets and sectors.
Important promotional partners of the Company are the manufacturers (and brand owners) that
sponsor the Company to provide their product data for free to (all) their channel partners. Part of
the so called ‘onboarding’ of manufacturers is securing (free) usage licenses on relevant
copyrighted materials of these manufacturers. Copyrighted materials include among others:
• brand and feature logos;
• trademarks;
• product images;
• product videos;
• animations;
• 3D representations;
• marketing texts; and
• leaflets and other promotion materials.
If delays in onboarding manufacturers were to occur, this promotional process will complicate and
slow down the Company’s expansion in certain the relevant markets and sectors. Such a slowdown
will lead to less revenues and profits on the side of the Company. Especially when it comes to
expending in new sectors such as Fashion, FMCG, Toys, it’s important that the Company can
onboard the leading manufacturers.
The Company may experience delays in onboarding (major) e-commerce retailers that
could lead to a decrease in traction towards brands to sign up for the Company as well.
There are many major e-commerce retailers already working with services provided by the
Company. The stagnation of the onboarding of e-commerce retailers that are critical for the
brands, will lead a decrease in traction towards brands to sign up for the Company as well. The
onboarding of all or most major e-commerce retailers is very important, especially to develop the
Company’s position in North America and Asia or in new categories such as Toys, Fashion, FMCG
and Do It Yourself. A standstill in onboarding all major e-commerce retailers could directly and
indirectly give rise to decreasing revenues and profits for the Company.
There are a number of factors that -among others- could cause delays in onboarding e-commerce
retailers:
• unqualified or insufficient marketing and sales staff;
• insufficient local presence;
• no active support or opposition by manufacturers;
• insufficient coverage of the retailer’s catalog;
• insufficient of the local languages of the retailer in the database;
• copyright issues;
• insufficient data integration and PIM support; and
• quality and pricing issues.
Failing to retain customers and acquire new customers might lead to a reduction of the
revenues and/or profits of the Company.
If the Company fails to retain its customers (mainly manufacturers and/or their channel partners)
sufficiently, or fails to acquire new customers, the development of the business in terms of
AKD:#9432839v6
26
revenues and profits will be depressed. This could lead to a reduction of the growth potential of
the Company, subsequently its business case and could limit the profit potential and shareholder
value creation of both the Company and the Investor. Important reasons for retention or customer
acquisition that is not up to standards (too low) could be:
• insufficient access to high-skilled marketing and sales staff for respective markets;
• defection of high-skilled marketing and sales staff;
• insufficient coverage of the catalogs of e-commerce customers;
• data and service quality complaints;
• insufficient software development competences to meet new demands of customers or to fix
issues;
• insufficient editorial competences to meet new content demands of customers or fix their
issues;
• insufficient brand recognition and/or reputational damage; and
• insufficient marketing spending to reach out to potential new customers.
Non-transparent markets might result in a reduction of the financial outlook of the
Company.
The Company is only able to provide product data services in markets where there is a basic level
of transparency and acceptance of e-commerce as a channel. Despite the big growth in e-
commerce and broad acceptance by manufacturers and their channel partners, there are still
certain sectors, countries or brands that try to resist the transparency that the e-commerce
development has brought about. Examples of non-transparencies are: (i) manufacturers that (try
to) hamper online retailers through litigation or other means; (ii) traditional retailers that maintain
de facto exclusivity regarding certain products, brands and/or categories; and (iv) governmental
bodies that shield off their markets or prefer local suppliers.
A standstill of the trend towards market transparency might reduce the financial outlook of the
Company. This could lead to less revenues and profits.
Structural failures in the Company’s core platforms for networking, hosting, applications
and security would have a material adverse effect on its business.
The Company’s business fully depends on its platforms and systems or the platforms or systems of
third parties to be able to provide its services to its clients. In case the Company’s network
connectivity, hosting environments and/or applications are down or hacked, the Company’s online
services are disrupted. This could lead to client and user complaints, and/or subsequent
reputational damage. Structural breaches or interruptions of the services could lead to client
defections and have a negative impact on the revenues and profits of the Company.
The Company’s cybersecurity measures may not detect or prevent all attempts to compromise the
Company’s systems. Breaches of the Company’s cybersecurity measures could result in
unauthorized access to the Company’s systems, misappropriation of information or data, deletion
or modification of client information, or a denial-of-service or other interruption to the business
operations of the Company. As techniques used to obtain unauthorized access to or compromise
systems change frequently and may not be known until launched against the Company or any
third-party service providers, the Company may be unable to anticipate or implement adequate
measures to protect itself against such attacks.
AKD:#9432839v6
27
In case structural interruptions occur as a result of hacks of, among others, the following systems
of the Company, which are not timely dealt with, a material adverse effect on the Company’s
business can be anticipated:
• product and price data imports;
• websites/portals;
• PIM services (including Digital Rights Management software);
• data syndication and data export interfaces;
• DNS providers and domain registrars that “host” domains;
• network connectivity providers;
• data center hosting facilities;
• payment and other financial systems;
• CRM and ticketing systems and services;
• e-mail, social media and other messaging systems;
• security software and services that protect our data, software and systems;
• uptime monitoring tools;
• online advertising tools and optimization for SEO/SEM; and
• open source technology stack, including Linux, Apache, Cassandra, MySQL, Elastic search.
Due to constant innovation, the number and type of systems that the Company is using is
continuously changing and expanding. Effectively managing this increasing complexity is a
challenge on its own.
Reputational damage of the Company might lead to higher loss of clients and slower
onboarding of e-commerce retailers and manufacturers.
The Company depends heavily on its online reputation when it comes to its growth in users and
clients. Reputational damage might lead to higher churn (i.e. loss of clients) and slower
onboarding of e-commerce retailers and manufacturers. Reputational damage could, for example,
be caused by: (i) security breaches of the Company’s system and services; (ii) too many quality
issues with the product data that the Company is providing; (iii) structural interruptions in the
Company’s service provisioning; and (iv) negative public relations (PR). In turn, this could give
rise to less revenues and profits being available for the Company and its Investors.
The Company may be unable to continue the use of its domain names, or prevent third
parties from acquiring and using domain names that infringe on, or are similar to, or
otherwise decrease the value of our domain names, brands, trademarks or service
marks.
Domain names are at the core of the Company’s business and are the place where the services to
the Company’s customers and users are provided. Icecat.com and local Icecat domain names,
used by and registered for ‘Icecat’, are key to Icecat’s brand recognition. Icecat may be forced to
provide its services under a new domain name if it loses key domain names due to circ*mstances
such as: (i) termination or (ii) breach of relevant license agreements, (iii) trademark claims, (iv)
failure to renew registrations; or (iv) otherwise. This could cause substantial harm to the
Company, or incur significant expenses that force the Company to purchase the rights attached to
the relevant domain name.
The Company has a policy of defending its trademarks, and has registered ‘Icecat’ as a European
trademark. Third parties may try to capitalize on the Company’s brand recognition by using
domain names similar to Icecat’s. Domain names containing the ‘Icecat’ trademark or similar
AKD:#9432839v6
28
domain names can be registered by others in the markets in which ‘Icecat’ is active or can be
registered in combination with other TLD’s (Top Level Domain names), which might impede the
Company’s rights to use its trademarks. The Company may be unable to prevent such third parties
from acquiring domain names that infringe on, are similar to, or otherwise decrease the value of
Icecat domain names or brands. Protecting and enforcing the Company’s rights in domain names
may give rise to litigation, which could result in substantial costs and diversion of management
attention.
Furthermore, regulations governing domain names and laws protecting marks and similar
proprietary rights could change in ways that block or interfere with the Company’s ability to use
relevant domain names or brands. Regulatory bodies may also establish additional requirements
or allow modifications of the requirements for registering, licensing, holding or using domain
names. As a result, the Company might not be able to register, license, use or maintain its domain
names in all of the countries or markets in which the Company currently conducts business or may
conduct business in the future.
The Company’s business depends on strong business-to-business brands. The Company
may not be able to maintain and enhance its brands, or may receive unfavorable
customer complaints or negative publicity, which could adversely affect its brands.
The ‘Icecat’ brands contribute significantly to the Company’s success, especially business-to-
business. Maintaining and enhancing those brands is critical to maintaining and expanding the
Company’s customer base and user base. Maintaining and enhancing the ‘Icecat’ brands depends
largely on publicity, such as favorable word of mouth based on the satisfaction of the Company’s
customers and other users of its services, the global reach of the Company’s product data
syndication services, the ease of use of its user interfaces and innovation in the e-commerce
market.
Maintaining and enhancing the ‘Icecat’ brands may require substantial investments, strategic
changes to adapt to new market trends, a lowering of the tariffs of services, without the guarantee
of success. If the Company fails to maintain and enhance its brands or incurs excessive expenses
in this effort, the Company’s business may be materially and adversely affected.
Failure to comply with European, US, Canadian, Mexican, Russian and other laws and
regulations regarding IPR, privacy and data protection, could adversely affect the
Company’s business, financial condition and operating results.
The Company strives to comply with all applicable laws, regulations and other obligations relating
to intellectual property rights (IPR), privacy, and data protection, including those relating to the
use of data for marketing purposes, Open Icecat and Full Icecat. However, any failure or perceived
failure by the Company to comply with any such European, US, Canadian, Mexican, Russian and
other applicable laws, regulations, self-regulatory principles, industry standard codes of conduct,
regulatory guidance, orders to which the Company may be subject or other legal obligations could
adversely affect the Company’s reputation, brand and business, and may result in claims, fines,
civil or criminal proceedings or actions against the Company by government entities, customers or
others.
The Company may also be subject to fines or be contractually liable to indemnify and hold
harmless third parties, including the Company’s customers, from the cost or consequences of non-
compliance with any laws, regulations or other legal obligations relating to IPR, privacy, data
AKD:#9432839v6
29
protection or consumer protection or any inadvertent or unauthorized use or disclosure of data
that the Company stores or handles as part of operating its business. Any of these events could
compromise the Company’s ability to retain and acquire customers, users, or otherwise harm the
Company’s business, financial condition and operating results.
The Company’s performance depends on the market knowledge and experience of the
members of the Management Board.
The Company’s performance depends on the market knowledge and experience of the members of
the Management Board. Should any of the members of the Management Board resign or should
the Company require additional management capacity, no assurance can be given that the
Company will be able, to recruit qualified managers or persons with adequate know-how of the
competitive environment in which the Company operates, within a reasonable time frame and in a
cost-effective manner. The loss of managers and the inability to identify, attract and retain such
qualified personnel could have a material adverse effect on the Company’s business, financial
condition and results of operations.
Failure to attract, retain and motivate high-quality management and other employees,
would harm the Company’s business.
The success of the Company furthermore depends in large part on its ability to attract, retain and
motivate high-quality management and other employees. The Company’s business also requires
highly skilled professionals such as software developers, sales and marketing professionals, who
are highly sought after and are subject to offers from competitors. The competition for qualified
employees is intense in the Company’s industry, and the loss of high-qualified employees, or an
ability to attract, retain and motivate additional highly skilled employees, required for the
expansion of the Company’s business, could give rise to a decline in the Company’s operating
results and impair its growth.
The Company may not be able to adequately protect its intellectual property rights or
may be accused of infringing intellectual property rights of others.
The Company’s trademarks, service marks, copyrights, trade secrets, proprietary technology and
other intellectual property rights are critical to its success. Especially the intellectual property
rights on the Company’s data model, database rights, PIM-system and data interfaces are an
essential ingredient of its services. Further, the Company relies on copyright law, trade secret
protection, confidentiality and/or license agreements and other methods with employees,
customers, users, and others, to protect its proprietary rights.
Effective intellectual property rights protection may not be available in every country in which the
Company’s websites, product data and services are made available. The Company may not be able
to discover or determine the extent of any unauthorized use of its proprietary rights. Third parties
that license the Company’s proprietary rights in the future may also take actions that diminish the
value of the Company’s proprietary rights or reputation.
In addition, third parties have asserted and may in the future assert, that the Company has
infringed, misappropriated or otherwise violated their intellectual property rights. For example, the
Company received in the past, and anticipates on receiving in the future, communications alleging
that certain items posted on the Company websites or included in its services, violate third party
copyrights, marks, trade names or other intellectual property rights or proprietary rights. The
AKD:#9432839v6
30
Company may need to obtain licenses from third parties who allege that the Company has violated
their rights, but such licenses may not be available on terms acceptable to the Company, or at all.
These risks have been amplified by the increase in third parties whose sole or primary business is
to assert such claims.
The protection of the Company’s intellectual property rights may require the expenditure of
significant, managerial and operational resources. Moreover, the steps that the Company has
taken or will take to protect its intellectual property rights may not adequately protect its rights or
prevent third parties from infringing or misappropriating these rights. The loss of the ability to use
or protect its intellectual property rights, could cause substantial harm to the Company’s brands
and have a material adverse effect on its business, financial condition and operating result.
The Company is subject to payment related risks such as fraud or erroneous transfers
and this could subsequently lead to a failure to adequately control fraudulent
transactions.
The Company accepts payments through a variety of methods including wire transfer, credit card,
PayPal, and bank check. The Company will continue to experiment with new payment methods.
Some payment methods are subject to additional regulations, compliance requirements, and
incidents of fraud. For certain payment methods such as PayPal and credit card, the Company
pays fees to a payment service provider, which may increase over time and raise the Company’s
operating costs and reduce its profitability.
The Company may also incur significant losses from fraud. The Company may also incur losses
due to claims: (i) filed by customers that did not authorize certain purchases; (ii) that result from
erroneous transfers; and (iii) that result from customers who have closed bank accounts or have
insufficient funds in them to satisfy payments. The failure to adequately control fraudulent
transactions in co-operation with payment service provider(s) could damage the Company’s brand
and reputation and result in litigation, causing an increase in legal expenses and fees and
substantially harm the Company’s business, financial condition and operating results.
The Company is exposed to risks arising from the illiquidity of its startup portfolio,
which might have an adverse effect on the Company.
Currently, the Company participates in one startup company, Hatch BV, and may participate in
other companies in the future. Such participations are relatively illiquid which gives rise to a
situation where the Company might not be able to promptly respond to changing market, business
or investment conditions. It also implies that the valuation of the participation might not fully
reflect its real market value. For Hatch BV, valuation is based on the last transaction in which an
external venture capital (‘VC’) firm participated in its investment round. In case of re-evaluations
of a participation according to its fair market value, the Company will need to rely on the
professional judgements of valuators which may deviate from the real value of the participation
which would be realized in case of an exit.
Participations in startups are deemed ‘high risk’, which implies that although the prospects might
look favorable, there is always a considerable risk that the startup company will not generate
profits through an exit or otherwise, will require more growth capital requiring cash from the
Company (in its capacity of investor) or leading to dilution of the share that the Company has in
the participation, or will fail altogether. Such developments might have a material adverse effect
AKD:#9432839v6
31
on the valuation of the participation, subsequently the Company’s valuation, its balance, financial
condition, or its (future) profits.
The Company’s ability to enforce contracts with third parties may be limited and/or the
Company may be subject to undisclosed liability to third parties.
From time to time the Company may enter into contracts with third parties who make
representations and warranties to it with respect to certain matters or agree to indemnify the
Company if certain circ*mstances should occur. No assurance can be given that the Company will
be fully protected in the event of (i) a breach of such representations and warranties; or (ii) if
such circ*mstances should occur; (iii) or that such parties will be in a position to indemnify the
Company in any such event. The Company may not be able to successfully enforce an indemnity
contained in an agreement against such party or any such indemnity may not be sufficient to fully
indemnify the Company from third party claims. For example, it might not be worthwhile to collect
small unpaid debts for some of its low-end Full Icecat clients in foreign countries given the legal
costs. In addition, the Company may be subject to undisclosed liability to third parties and such
liability may be material, which could negatively impact the Company’s financial condition and
results of operations.
The Company may, from time to time, be involved in legal proceedings in the course of
its business.
The Company may be involved in legal proceedings in the future. The costs of litigation and
settlement can be substantial and there is no assurance that such costs will be recovered wholly or
partly. Such costs can materially impact the cash flows of the Company. Furthermore, such legal
proceedings could also negatively affect the reputation of the Company. The unfavorable
resolution of any legal proceeding could have a materially adverse impact on the Company and its
financial position and results of operations.
The members of the Management Board may be placed in a conflict of interest as a
result of their positions held and interests in other businesses.
Certain members of the Management Board are also directors and/or officers of other entities or
are otherwise engaged, and may continue to be engaged, in activities that may put them in
conflict with the Company’s investment strategy. In addition, these individuals may hold equity in
or positions with other companies and, accordingly, these individuals may not devote all of their
time and attention to the Company. Consequently, these positions or equity interests could create,
or appear to create, conflicts of interest with respect to matters involving the Company or its
affiliates.
Board member of the Management Board Emre Tan (managing director) has entered into a full-
time employee agreement with the Company, and is - at the moment - to the knowledge of
Company not holding any equity in other companies that would place him in a potential conflict of
interest. Although the chief executive officer (CEO), Mr M.J. (Martijn) Hoogeveen, devotes most of
his time to managing the Company including its Subsidiaries, he also manages actively a portfolio
of e-commerce and other investments (through Netvalue BV and iMerge BV), and will continue to
do so. In case of the Subsidiaries, some of his time is devoted as a non-executive director to
Icecat participation Hatch BV, which has a mutual non-competition agreement with the Company
and its shareholders, which intends to mitigate conflicts of interest between the shareholders of
Hatch BV, as long as the respective core-businesses are respected or the Company is a
AKD:#9432839v6
32
shareholder of Hatch BV. The mutual non-competition agreement requires Hatch BV and the
Company (including its shareholders), to respect each other’s core-business, clients and suppliers
regarding to each other’s core-business. Although this agreement intends to protect value creation
of the Company, an unresolved breach of such a non-compete obligation could damage the value
of the (assets of the) Company significantly.
Further, Mr M.J. (Martijn) Hoogeveen devotes time to other Netvalue BV and/or iMerge
participations such as FMP Publishing AB in Sweden, Iceshop BV, Vondel Marketing BV, Ecom Pro
BV and Bintime. He is bound by non-competition clauses regarding the Company and Hatch that
also cover participations that are (indirectly) under control by him. In addition, it’s the strategy of
the Company and Netvalue BV, that whenever one of these companies or others are hired as
supplier by the Company, to require a one-sided non-compete obligation towards the Company,
regarding its core-business, to further mitigate potential conflicts of interest. The one-sided non-
competition obligation covers the complete avoidance of direct competition regarding the core-
business (Open Icecat and Full Icecat), clients, and suppliers of the Company. Currently, software
developer Bintime has such a one-sided non-compete obligation towards the Company. No other
non-compete obligations are directly agreed by the Company and any of the iMerge/Netvalue
portfolio companies. In general, it’s the strategy of the Company not to agree on non-competion
obligations in case that these might limit the (future) diversification strategy of the Company.
Although Mr M.J. (Martijn) Hoogeveen or iMerge BV intents not to vote in the Management Board
or in the General Meeting on issues that would otherwise place him or her in a conflict of interest,
or intends to reconsider management and portfolio positions in case of non-mitigated potential
conflicts of interest, such potential conflicts of interests could slow down the decision process in
the Company or could lead to sub-optimal decisions that don’t maximize the value of the
Company. An example could be if the Company intends to acquire one of the synergetic activities
that is currently in the investment portfolio of Netvalue BV or iMerge BV.
In case that a potential conflict of interest between the Company and the Issuer arises, only the
independent board member(s) will participate in board decisions. In case of a structural conflict of
interest, the board member with the conflict of interest will resign and be replaced by one or more
other independent members in the management board of the Issuer, at the cost of some
efficiency. To fully mitigate the risk of a conflict of interest, all decisions of the management board
of Issuer will require the approval of the independent board member.
The Company may from time to time pursue acquisitions which could have an adverse
impact on its business, as could the integration of the businesses following acquisition.
Company has in the past, now and then, entered into deals to acquire product content related
business, such as most notably the product content activities of Sanoma/Kieskeurig from 2011 on
(see http://www.emerce.nl/nieuws/icecat-neemt-contentactiviteiten-kieskeurignl). The Company
has the strategy to be continuously monitoring and, whenever possible, negotiate similar take-
overs with competitors that are deciding to leave the product content business. Currently, one
relatively small take-over is in realization, and further take-over opportunities are under
discussion, which are and/or will be financed from the Company’s cash flow.
The Company may from time to time (continue to) acquire other companies or business activities.
Acquisitions involve numerous risks, any of which could also harm the Company’s business,
including difficulties in integration the technologies, operations, existing contracts and personnel of
an acquired company, failure to realize the anticipated benefits or synergies of a transaction,
AKD:#9432839v6
33
failure to identify all the problems, liabilities or other shortcomings or challenges of an acquired
company including legal risks. When acquiring a company, the Company also faces the risk of
entering new markets in which it has no experience or it might be unable to generate sufficient
net sales to offset the acquisition and/or additional costs. It might also face possible write-offs or
impairment charges relating to acquired business. If one or more of these risks occur, this might
adversely affect the operating result and/or profits of the Company.
The financial results of the Company could be adversely affected by natural disasters,
public health crises, political crises or other catastrophic events.
Natural disasters, such as earthquakes, hurricanes, tornadoes and other adverse weather and
climate conditions, unforeseen public health crises, such a pandemics and epidemics, or political
crises, such as terrorist attacks and any other political instability such as an unorderly ‘Brexit’ in
the United Kingdom, whether they occur in any of the countries in which the Company operates or
internationally, could, directly or indirectly, disrupt the operations of the Company or one or more
of its Subsidiaries. Regarding the United Kingdom, which hosts a relative high number of European
headquarters of manufacturers and is one of the largest ecommerce markets in Europe, an
unorderly Brexit followed by recession and an outflow of European headquarters might have a
disruptive effect on some of the Company’s business.
In particular, these types of events could impact the ability of third parties to use services of the
Company and the demand for the services provided. In addition, these types of events could
negatively impact consumer spending in the impacted regions or even globally, which may affect
the businesses of the Company’s client and, as a consequence, their demand for the services of
the Company. To the extent such catastrophic events occur in the future, the financial condition
and operating results could be materially and adversely affected.
The ability of the Company to raise capital in the future may be limited and a failure to
raise capital, when needed, could prevent the Company from growing.
Currently, the Company is funding its growth completely from its operational cash flow and has no
credit lines. In the future, it could be required, despite the funds raised by the Offering, to raise
additional capital through financing (public or private) or via other arrangements. Such financing
may not be available on acceptable terms, or at all, and a failure to raise capital when needed
could materially affect the business of the Company. The Company may sell ordinary Shares,
convertible securities and/or other equity securities in one or more other transactions in order to
raise capital, which might lead to a dilution of the existing Shareholders. New investors in such
subsequent transaction could gain rights, preferences and privileges senior to the holders of the
Underlying Shares. Debt financing, if available, may involve restricted covenants and could reduce
the operational flexibility or profitability of the Company. If the Company is not able to raise funds
or not able to raise funds on acceptable terms, the Company may nog be able to grow its business
or respond to competitive pressure.
The Company may face organizational risks as the editorial works and the software
development is being carried out in the Ukraine, which country currently faces great
political, social and economic instability.
The editorial works and software development by the Company is carried out in the Ukraine,
Belarus, Georgia, the Philippines, Bosnia, India and The Netherlands. In Ukraine, the bulk of
editorial and development work is through one of its Subsidiaries, in places like Kiev, Ukrainka,
AKD:#9432839v6
34
Tchernokov, and Charkov. These works carried out by the editors and software developers are
crucial for the content provided to its customers and the software programs used by the Company
to successfully provide its services. Currently, the Ukraine faces great political instability and has
to deal with armed conflicts. This has also consequences for the economic and social stability of
the country. Although, thus far, the conflicts around the Krim, the separated provinces in Eastern
Ukraine and the Maydan-square “revolution”, didn’t directly affect any of the Company’s offices or
workflow, this might change in the future.
It is possible that the current situation in the Ukraine will deteriorate even further. Should this be
the case, the operational workforce (or a part of it) of the Company might be called to arms in
case of a full mobilization. Furthermore, despite ongoing efforts to geographically diversify the
production offices of the Company, armed conflicts and/or full mobilization in the Ukraine might
strike the Company’s production site(s). If one or more of these situations will occur, and the
Company is not able to swiftly evacuate its affected staff, the production process of the Company
might be slowed down or halted. As a consequence the Company will not be able to achieve its
production goals and its development roadmap. The most immediate effect will be on the quantity
of product data-sheets produced per month as it takes time to scale up other editor locations.
Regarding software development, the speed of bug fixes and updates with functional
improvements may be hampered, as it takes time to expand and train developers elsewhere. If
this risk occurs, this might lead to a lower operation result and/or profits of the Company.
The Company may become subject to additional and unexpected laws and regulations or
changes to the existing ones, which could materially and adversely affect the business,
financial condition and the operation results of the Company.
The Company may become subject to additional and unexpected laws and regulations or changes
and amendments to the existing ones, which could give rise to unexpected liabilities, cause the
Company to incur extra costs or restrict its operations. Especially relevant for the Company are for
example the EU-regulations, directives (and any other law) regarding copyrights and database
rights, as exploiting or managing such rights are an integral part of the Company’s core business
as a publisher of product catalogs.
If the services offered by the Company were to become subject to more stringent laws and
regulations, the business, financial conditions and results of operation could be materially and
adversely affected. For example, complying with these changes could have a negative impact on
the profit margins of the Company. In addition, failure to comply with the obligations or a failure
to anticipate the application of the additional and/or changed laws and regulations accurately,
could create a liability for the Company, which subsequently could result in adverse publicity or
causes the Company to alter its business practices, which also may materially and adversely affect
the business, financial condition and/or operation results of the Company.
Competitive risks of the Company’s global competitors.
The Company is competing in a relatively young and global industry, with only a relatively small
number of global competitors that are providing large databases of product data for ecommerce.
The Company’s ability to compete in this industry depends on a significant number of factors
including:
• the price and quality of the Company’s services compared to its competitors;
• the size of the Icecat-user and customer base;
• cost-effective sourcing of editorial and development capabilities;
AKD:#9432839v6
35
• reputation and brand recognition;
• convenience of integrating the Company’s product data solutions;
• marketing and sales efforts; and
• innovative solutions.
If the Company’s global competitors are able to challenge its competitive edge regarding one or
more of these factors, this could lead to a reduction of the growth potential of the Company,
subsequently its business case and could limit the profit potential and shareholder value creation
of both the Company and the Investor.
Global (macro) economic risks and their impact on consumer spending patterns could
adversely impact on the operating results of the Company.
The performance of the Company is subject to general global economic conditions and its impact
on levels of worldwide consumer spending. Unfavorable economic conditions prevailing in any of
the markets the Company currently operates in or may operate in the future, or unfavorable
economic conditions elsewhere in the world, could reduce consumer confidence and could
negatively affect net sales of the Company and have a material adverse effect on the operating
results of the Company.
In the past years, the e-commerce market was growing despite recessions or crises. When the e-
commerce market will further develop it will become more susceptible to macro-economic cycles.
This means that economic downturns eventually will also imply reductions in demand for the
Company’s services for the e-commerce industry, which could lead to lower operating results
and/or profits for the Company.
Not gaining and retaining by the Company of substantial business in the product
information industry could affect its market position and could diminish the financial
outlook of the Company.
The Company is, thanks to its open content strategy and data quality strategy, one of the global
players in product information in the Computer and Consumer Electronics sectors, in terms of
data-sheet downloads and connected (e-commerce) channel partners as given in section 5.1.
Actually, none of its direct competitors is currently able to communicate numbers of connected
channel partners that are higher than those of the Company. Nevertheless, new entrants and
innovators will continue to try to challenge the Company’s market position. In other sectors, like
Toys, Do It Yourself, Fast Moving Consumer Goods, Health & Beauty, and regions like Asia and
America, the struggle for market dominance is still very open.
A substantial business volume in countries and categories is important to realize the economies of
scale and scope, necessary for sustainable business cases in the respective countries and
categories. In case the Company is not able to develop or maintain a substantial business volume
in certain sectors, this could diminish the financial outlook for the Company in terms of future
revenues and profits. If the Company would not be able to – at least – maintain its current
position in the Computer and Consumer Electronics sectors – the basis for the Company’s healthy
financial performance would be eroded.
AKD:#9432839v6
36
Stagnation of the e-commerce market could diminish the growth potential of the
Company.
In case the growth in e-commerce would stagnate in certain markets or globally, the demand for
the Company’s services would stagnate as well, having a material adverse effect on the
Company’s business. The development of the e-commerce market can be adversely affected by
factors such as:
• local economic and political conditions (for example in the United Kingdom);
• stagnating internet penetration;
• no compelling online shopping experiences;
• government regulations and restrictions regarding e-commerce, online information, internet
devices including mobile devices, cross-border trade and trade in general;
• restrictions on the sale and distribution of certain products and services;
• business licensing and certification requirements;
• limitations on the repatriation of investments and currency exchanges;
• factors that would reduce the profitability of the e-commerce sector as a whole;
• online payment risks;
• absence of regulation enforcing a level playing field for e-commerce companies; and
• geopolitical events including war and terrorism.
A stagnant e-commerce market could reduce the growth potential of the Company significantly,
and could consequently limit the profit potential and shareholder value creation of the Company.
A consolidating e-commerce market might reduce the number of potential clients for the
Company’s services and reduce the revenue and profit potential of the Company.
A consolidating e-commerce market followed by a major shake-out among web shops might lead
to fewer e-commerce customers. For example, in case Amazon and Alibaba take over or drive out
of business most local successful e-commerce ventures. The number of (potential) customers for
the Company would be reduced. This might in turn lead to a reduction in demand, and thus less
revenues and profit for the Company.
An unanticipated substantial increase in the number of competitors might lead to price
and margin erosion, and would reduce the profit potential of the Company.
Currently, there are a limited number of global players in the field of product data services for e-
commerce channels. In case of increasing competition partly thanks to the open content strategy
of the Company, many local competitors stopped competing in the field of providing data services.
In case the market dynamics would reverse and the number of global or local competitors in this
field of product data services would increase dramatically, the market share, service fees and
profit margins of the Company might erode. This would lead to less revenues and profit. Higher
levels of competition could, for example, arise from new entrants from low-wage countries that
expand globally, or companies that intelligently ‘scrape’ product data and consolidate these in
databases in a structured way. New global competitors could also develop as niche players focused
on one industry that gradually expand globally in the way that the Company has done before.
AKD:#9432839v6
37
Rapid labor cost inflation might lead to lower profits and reduced competitiveness.
The Company’s business model partly depends on cheap labor force in Eastern Europe and
elsewhere, especially regarding editorial and software development jobs. In case labor costs
increase in -currently- low labor cost countries, such as Ukraine, in which the Company has
editorial and development centers, the profit margin on editorial and software development
services might erode. Another example of labor costs inflation would be a rapid rise in labor costs
in Western markets where the Company has sales offices.
Such rapid labor cost inflation might lead to lower profits and reduced competitiveness of the
Company’s services, which might lead to reduced revenues and profits for the Company.
New technological developments (innovation) in the product data market might force
the Company to significantly invest in such technologies.
New technological developments could reshape the product data market in which the Company
operates. For example, artificial intelligence and ‘scraping’ might lead to fully automated ways of
acquiring and standardizing product data. This might reduce the need for certain editorial services
provided by the Company. Other technological innovations such as 3D-printing might lead to a
significant change in e-commerce: away from standard products and focused more towards fully
customized products. In case of 3D-printing, the need for pre-defined product data might be
limited. Instead, there might be a need for databases with 3D-product models.
This development might both lead to heavier investments in such technologies by the Company,
and such developments might challenge the Company to investments heavily in such technological
innovations by itself, or risk less demand for certain services provided by the Company. At this
point in time, it’s not possible to quantify such potential investments, as they might be limited if
technology becomes available through open source or might be big, if proprietary technology
needs to be developed by the Company.
In case of high investments, this might lead to lower profitability and/or less revenues for existing
services provided by the Company. Technological innovations might also lead to new entrants in
the core market of the Company. Such developments might have an impact on its business case.
Standardization of product data by (major) manufacturers could lead to a (partial)
disintermediation of the Company.
In case all major manufacturers would be able to implement the same universal and
comprehensive global standard for exchanging product data, the Company’s value added as global
exchange of product data might be (partially) disintermediated. This would negatively influence
the revenues and profit margin of the Company. For example, if in the FMCG-market (groceries),
the international standardization organization GS1 would be able to fully meet the needs of the
brands and e-commerce business for the exchange of standardized and rich product data, which
might limit the need for the Company as a distribution channel for standardized FMCG product
data.
AKD:#9432839v6
38
Insufficient labor cost inflation could lead to a falling demand for outsourcing product
data to the Company.
In countries and regions where labor costs are rising in conjunction with the development of the e-
commerce market, the demand for outsourcing product data services is increasing rapidly. This is
due to the fact that it’s not affordable for e-commerce businesses to insource product data-entry,
but far more cost-effective to make use of product content subscriptions such as Full Icecat and to
outsource data-entry. In case labor costs for product data-entry stay too low in major emerging or
developing markets like China, India and Brazil, it might be less economical for e-commerce
retailers to switch to the Company’s product data services in these markets. If this will be the
case, this could lead to a slower growth of the revenues and profits of the Company in those
markets or in a more negative scenario, it might lead to reduced revenues and/or profits of the
Company.
2.2 RISKS RELATING TO THE DEPOSITARY RECEIPTS, THE UNDERLYING SHARES AND
THE NPEX TRADING PLATFORM
Certain shareholders may hold a sufficient number of the Shares to materially affect the
control of the Company.
The CEO of the Company, Mr M.J. (Martijn) Hoogeveen, holds (indirectly) a majority of the Shares
through his personal holding company Netvalue BV. As the date of this Prospectus he holds a
majority of the Shares, with a total percentage of 81,8%. After all the Underlying Shares have
been placed with the Issuer, all the Depositary Receipts have been placed with the Investors and
the Listing has taken place, iMerge BV will still hold the majority of the Shares: 74,3%. As there
are only ordinary Shares issued in the capital of the Company and no Shares with special voting or
power of control rights, Mr M.J. (Martijn) Hoogeveen in its capacity as major Shareholder
effectively controls the Company.
As a consequence, the major Shareholder has the possibility to adopt resolutions (besluiten) which
do not necessarily coincide with the interests of the other Shareholders of the Company. The
major Shareholder can, for example, adopt resolutions on matters such as investments,
disinvestments, Dividend payouts et cetera, which may material adversely affect the (financial)
results of the Company and therefore it may also, directly or indirectly, material adversely affect
the financial position of the other Shareholders.
The Company may not pay Dividends with respect to the Underlying Shares or may
cease to pay Dividends.
Although there have been dividend payouts in the past, the strategy of the Company is to first
focus on growth, and therefore not intend pay out dividends. There can be no certainty that the
Company will pay Dividends with respect to the Shares (including the Underlying Shares) on an
annual basis. The decision to declare or pay Dividends will be, after a resolution of the General
Meeting, at the discretion of the Management Board, and will be dependent on then-existing
conditions, including the financial condition, results of operations, capital requirement, contractual
restrictions, business prospects, and other factors that the Management Board may deem
relevant. Under Dutch law the Management Board shall only withhold its approval to a resolution
of the General Meeting to pay Dividends if it knows or should reasonably expect that the
Company, after the distribution of the Dividends, shall not longer be able to continue the payment
of its due and collectable debts. As a consequence, the Company may not pay Dividends with
AKD:#9432839v6
39
respect to the Shares and hence the trading price of the Depositary Receipts could be materially
and adversely affected.
There will not be a public market for the Depositary Receipts and an active market, due
to limited trading, may not develop or be sustained and could lead to a situation that the
Depositary Receipts cannot be sold for a long period of time.
Each Investor that envisages buying or selling Depositary Receipts needs to be registered at NPEX
and has to subscribe for an NPEX Account. Due to the legal structure of NPEX, every Depositary
Receipt that will be issued by the Issuer will be legally owned by Stichting NPEX Bewaarbedrijf
(the custodian of NPEX). As the Investors are beneficial entitled to the Depositary Receipts,
Stichting NPEX Bewaarbedrijf will issue a Beneficial Title for each such Depositary Receipt, which
will be credited to the NPEX Account of the relevant Investor. The Depositary Receipts can only be
traded between Investors who hold an NPEX Account and, as a consequence, cannot be traded
outside the NPEX Trading Platform. Neither will there be a market maker to promote the ongoing
tradability of the Depositary Receipts on the NPEX Trading Platform. Furthermore, there may be a
possibility that not all or just a part of the Depositary Receipts available during the Offering, will
be sold to the public and, subsequently, be listed on the NPEX Trading Platform.
As a result of the foregoing, the liquidity and marketability of the Depositary Receipts may be
(very) limited and Investors may not be able to sell the Depositary Receipts at or above the Issue
Price, or may not even be able to sell their Depositary Receipts at all. The relative illiquidity of the
market for the Depositary Receipts could lead to the situation that the Depositary Receipts cannot
be sold for a long period of time. This could adversely affect the value of the Depositary Receipts.
The Depositary Receipts are admitted to trading on the NPEX Trading Platform. NPEX
Trading Platform is not a regulated trading platform. It has certain characteristics that
differ from those of a regulated trading platform.
NPEX Trading Platform is not a regulated trading platform. The rules and regulations for admission
to trading on the NPEX Trading Platform are promulgated by NPEX and are not subject to any
Dutch securities laws or regulatory review. The trading of the Depositary Rights admitted to
trading on the NPEX Trading Platform will have certain characteristics that differ from the
characteristics of a regulated market. Such differences include:
The Depositary Receipts that are admitted to trading on the NPEX Trading Platform are
legally not shares and are not governed by the legal regime governing shares. These
Depositary Receipts are contractually defined economic participations to the Underlying
Shares. The Depositary Receipts that will be traded on the NPEX Trading Platform will be
legally held by Stichting NPEX Bewaarbedrijf, the custodian of NPEX. Stichting NPEX
Bewaarbedrijf in turn issues a Beneficial Title for each such Depositary Receipt which will be
credited to the NPEX Account of the relevant Investor that, as a result, is beneficially
entitled to the Depositary Receipt. Depositary Receipts traded on the NPEX Trading Platform
are, in effect, held in book-entry form. Holders of the Depositary Receipts admitted to
trading on the NPEX Trading Platform may therefore have fewer legal protections than a
holder of Shares would ordinarily have. Holders of such Depositary Rights may also be
required to bring legal action against Stichting NPEX Bewaarbedrijf, as holder of the
Depositary Receipts, rather than against the Issuer or another party directly, which may
make such claims against the Issuer more complicated and more expensive.
AKD:#9432839v6
40
The NPEX Trading Platform does not qualify as a “multilateral trading facility” (multilaterale
handelsfaciliteit) or “regulated market” (gereglementeerde markt) within the meaning of
the FMSA. Therefore, Dutch rules and regulations on corporate governance, market abuse,
publication of insider information, prohibitions on insider trading, transparency
requirements, mandatory disclosure of substantial holdings, public takeover, mandatory
offer rules and other rules and regulations applicable to multilateral trading facility or
regulated market do not by operation of law apply to the Company or the Depositary
Receipts
Since the NPEX Trading Platform does not qualify as a “multilateral trading facility” or
“regulated market”, the AFM has deemed it desirable that its principal regulatory
instruments, such as enforcing certain prohibitions with regard to the prohibition of insider
trading (handel met voorwetenschap) and market abuse (marktmanipulatie), are applicable.
Therefore, NPEX has applied such insider trading and market abuse rules and regulations,
with regard to creating a level playing field and providing a certain level of investor
protection, subsequently to its NPEX Trading Platform. Against this background, NPEX has
taken measures by declaring these kind of provisions applicable to the Investors and the
financial instruments traded at the NPEX Trading Platform in article 14.7 of the NPEX
Regulations.
The Depositary Receipts will be traded via the NPEX Trading Platform on the basis of an
auction system whereby holders of the Depositary Receipts can ask and bid prices for
Depositary Receipts admitted to trading on the NPEX Trading Platform. For this reason,
Investors may have difficulty selling their Depositary Receipts if there are no other
Investors who will reflect on a bid offered. The Issuer has chosen not to appoint market
makers (entities that will on a continuous basis offer to buy and sell) and, as a
consequence, there will be no market price that is continuously formed nor will liquidity be
maintained in the Depositary Receipts.
NPEX will provide information on the latest trades in the Depositary Receipts on the NPEX
Website subject to its rules and procedures.
Only investors who hold an NPEX Account can trade on NPEX. Becoming a holder of an
NPEX Account requires fulfilling certain administrative requirements, such as providing NPEX
a copy of a valid identity card and having a payment account (no savings account) with a
bank within the European Union. This may limit the number of potential purchasers of
Depositary Receipts and result in a lower sale price for such Depositary Receipts. A
bankruptcy of Stichting NPEX Bewaarbedrijf or a third party making a general attachment
on its assets, could result in holders of the interests representing the Depositary Receipts
not being able to successfully claim damages or compensation against Stichting NPEX
Bewaarbedrijf in such circ*mstances.
Stichting NPEX Bewaarbedrijf is not regulated by the Dutch Act on Dematerialized Securities
trading (Wet giraal effectenverkeer) and Investors trading through NPEX therefore are not
protected from a bankruptcy of Stichting NPEX Bewaarbedrijf.
Only holders of an NPEX Account can trade securities traded on the NPEX Trading Platform
and NPEX, at its sole discretion, decides whether or not to open an account.
AKD:#9432839v6
41
If NPEX loses its license or is unable to obtain a license from the AFM, there may be no
trading platform for the Depositary Receipts.
NPEX has obtained a license from the AFM under the FMSA for its activities as provider of
investment services (beleggingsonderneming). As such it is allowed to run the online NPEX
Trading Platform on which the Depositary Receipts will be admitted for trading. In this respect, it
is required to comply with the on-going requirements applicable to a provider of investment
services under the FMSA. The FMSA and other applicable laws and regulations and their
interpretation may change from time to time, requiring NPEX to comply with new or different
regulatory requirements (which could, for example, in the future arise out of the (yet to be)
implemented Markets in Financial Instruments Directive II (MiFID II) in Dutch laws and
regulations). Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Moreover, a failure of NPEX to comply with the applicable laws and
regulations could result in fines or other sanctions, including the revocation of the license. More
specifically, as soon as MiFID II is implemented into Dutch law, NPEX is required to obtain a
license in order to be able to exploit a Multilateral Trading Facility (MTF). NPEX is aware of this
requirement and has started the process of obtaining such an MTF license. If NPEX loses such a
license or will not be able to obtain a license, or can’t facilitate trade under a third party MTF
license, there may be no possibility (anymore) to trade the Depositary Receipts via the NPEX
Trading Platform.
In general, MiFID II requires the alignment of organizational processes and market surveillance
rules to assure continuity and detect market abuse. In addition, the changes regarding post-trade
reporting and transaction reporting lead to additional requirements to the employees, processes,
organization and systems of NPEX. The application of MIFID II might thus lead to an increase in
administrative costs for NPEX, which might subsequently lead to higher costs for the Company
and/or individual investor clients of NPEX.
The market price (if applicable) and trading volume of the Depositary Receipts may be
volatile and can drop due to various circ*mstances.
Even if an active trading market develops of the Depositary Receipts on the NPEX Trading
Platform, the price of the Depositary Receipts may be highly volatile. In addition, the trading
volume in the Depositary Receipts on the NPEX Trading Platform may fluctuate and may give rise
to significant price variations. There is no assurance that any market price of the Depositary
Receipts will not fluctuate or decline significantly in the future. Some of the following factors
(which are also described in this Prospectus in more detail) could negatively affect the price of the
Depositary Receipts or result in fluctuations in their price or trading volume:
variations in the Company’s annual operating results;
changes in dividend income received by the Company from its Subsidiaries;
changes in any dividend forecasts in the Company;
actions or statements by Shareholders;
changes in market valuations of companies, which a similar to the Company;
announcements by the Company or its competitors of significant contracts, acquisitions
strategic partnerships, joint ventures or capital commitments;
in the case of trading on the NPEX Trading Platform, the absence of other investors willing
to purchase the Depositary Receipts against the Issue Price;
general market, economic and political conditions; and
any of the other risk factors described in this Prospectus.
AKD:#9432839v6
42
The Depositary Receipts may not be a suitable investment for all Investors.
Each potential investor in the Depositary Receipts must determine the suitability of that
investment in light of its own circ*mstances. In particular, each potential investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the
Depositary Receipts, the merits and risks of investing in the Depositary Receipts and the
information contained or incorporated by reference into this Prospectus;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Depositary Receipts and the impact
the Depositary Receipts will have on its overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Depositary Receipts;
understand thoroughly the terms of the Depositary Receipts and be familiar with the
behavior of any relevant financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
An amendment to the Articles of Association or the Administrative Conditions, which
may affect the position of the holders of Depositary Receipts, does not require the
consent of the Investors as the Investors carry no right to attend or vote at the General
Meeting.
The rights associated with the Underlying Shares are determined by the Articles of Association and
the Administrative Conditions which describe the rights and conditions that apply to the Depositary
Receipts as they are anticipated to be in effect upon Offering. An amendment to the Articles of
Association or the Administrative Conditions may involve a change to the rights and obligations
associated with the Depositary Receipts or a change to the character of the Depositary Receipts.
The Depositary Receipts carry no rights for holders to attend or vote at the General Meeting. An
amendment to the Articles of Association or the Administrative Conditions, and thus a change to
the rights and obligations associated with the Depositary Receipts, does not require the consent of
the Investors. Any change to the character of the Depositary Receipts or the rights and obligations
associated with them, may result in a corresponding change to the Depositary Receipts, which
could be detrimental to the holders thereof (i.e. the Investor).
The Depositary Receipts are issued for an indefinite period. The Depositary Receipts are,
together with the Shares, the most deeply subordinated capital of the Company. Upon
dissolution of the Company, holders of Depositary Receipts could receive less than they
have invested in the Depositary Receipts.
The Depositary Receipts are issued for an indefinite period. Any potential investor in the
Depositary Receipts has no claim for repayment of the nominal value of the Depositary Receipts. If
the Company is dissolved, the nominal value of each Depositary Receipts may be repaid on every
Depositary Receipts only after all creditors are paid. If the remaining capital of the Company is
insufficient to repay all Shares, and as a consequence all or a part of the Depositary Receipts, an
amount shall be repaid on each Depositary Receipts and each Share on a pro rata basis according
to the total nominal amount of the outstanding Depositary Receipts and outstanding Shares,
respectively. It is possible that, upon the dissolution of the Company, a holder of the Depositary
AKD:#9432839v6
43
Receipts may receive nothing. In addition, the Depositary Receipts do not limit the Company’s
ability (or the ability of any entity in the Icecat Group) to incur additional indebtedness, including
indebtedness that ranks ahead of the Depositary Receipts in respect of priority of payment. The
Depositary Receipts are, together with the Shares, the most deeply subordinated capital of the
Issuer and the Company respectively.
2.3 RISKS RELATING TO TAXATION MATTERS
If the application of the innovation box does not apply anymore to the Company after
2016, the Company may be faced with another (higher) profit tax regime.
The Company qualifies for innovation related incentives (de Wet Bevordering Speur- en
Ontwikkelingswerk (WBSO)), and has a ruling with the Dutch Tax Authority regarding the
application of the innovation box regime (Innovatiebox), which implies that for 30% of its profit
finally a lower profit tax regime (5%) is applicable. This ruling has an eight year term, from 2012
up to and including 2017. Possible risks in this respect are: (i) changes of the tax legislation
regarding the innovation box regime and whether the ruling will still be applicable after any
amendments of the innovation box regime; (ii) material changes in the company’s circ*mstances;
(iii) falsification of underlying assumptions of the ruling; and (iv) uncertainty regarding the future
applicability of this ruling after 2017. If the aforementioned tax ruling expires as per 1 January
2018 without renewal, the Company will be subject to a higher profit tax regime that could, to the
extent applicable, ultimately lead to lower net profit of the Company. This could negatively affect
the price of the Underlying Shares and therefore as a result, the price of the Depositary Receipts.
Certain tax consequences regarding the investment in the Company should be
considered.
Dividend distributions by the Company may be subject to Dutch dividend tax. Furthermore, any
other income derived from the Depositary Receipts may be subject to Dutch taxation. For any
further information regarding these tax risks, please see chapter 11 “Dutch Taxation” of this
Prospectus.
Certain tax risks regarding the tax position of the Company in the Netherlands.
Changes to the local Dutch tax regime, for example the corporate tax rate, the deductibility of
interest, deductibility of expenses, could affect the tax position of the Company and this may
result in a lower net profit of the Company. Also, there is a potential risk that the Dutch tax
regime changes regarding the characterization of the Company’s shareholdings in the Subsidiaries
in the Ukraine and Estonia. Furthermore, there is a potential risk that the Dutch tax regime
changes with respect to the taxation of profits derived from the shareholdings in these
Subsidiaries. Should this be the case, this could affect the tax position of the Company and
therefore this may result in a lower net profit of the Company.
Changes to the Ukrainian and/or Estonian applicable tax laws and/or regulations or
interpretations by local tax authorities may, indirectly, affect the financial position of
the Company.
The Company holds a majority of the shares in two (2) of its Subsidiaries: Icecat LLC (Ukraine);
and Icecat content Sourcing OU (Estonia). These Subsidiaries contribute, indirectly, to the
profitability of the Company. The local tax regimes apply to these Subsidiaries. Changes to local
AKD:#9432839v6
44
tax laws and/or regulations or interpretations by local tax authorities in Ukraine and/or Estonia
could affect the tax position of these Subsidiaries in a negative way, for example if higher tax
profit rates will apply. Should this be the case, it may result in a lower net profit of the
Subsidiaries and, as a consequence, this might lead to a lower financial result on the side of the
Company. More generally, changes or amendments to the local tax laws and/or regulations or
interpretations by local tax authorities in a jurisdiction where one or more of its Subsidiaries is
established may indirectly effect the financial position of the Company.
AKD:#9432839v6
45
3. IMPORTANT INFORMATION
3.1 Responsibility
The Company accepts responsibility for the information contained in this Prospectus. In addition,
the Issuer accepts responsibility for the information included in section 10.3 “Use of Proceeds” on
and section 4.3 “The Issuer” of this Prospectus. Each of the Issuer and the Company declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import. No person is or has been authorized to give
any information or to make any representation in connection with the Offering, the admission of
the Depositary Receipts to the NPEX Trading Platform and/or sale of the Depositary Receipts,
other than as contained in this Prospectus, and, if given or made, any other information or
representation must not be relied upon as having been authorized by the Issuer or the Company.
Neither the delivery of this Prospectus nor the Offering, sale or delivery of any Depositary Receipts
shall in any circ*mstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that any other information supplied in
connection with the issue of the Depositary Receipts is correct as of any time subsequent to the
date indicated in the document containing the same. Investors should review, along any other
possible relevant documents, the most recent financial statements of the Company when deciding
whether or not to purchase any Depositary Receipts.
Neither this Prospectus nor any other information supplied in connection with the issue of the
Depositary Receipts should be considered as a recommendation by the Issuer that any recipient of
this Prospectus or any other information supplied in connection with the issue of the Depositary
Receipts should purchase any Depositary Receipts. Each investor contemplating purchasing any
Depositary Receipts should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer and the Company. Neither this
Prospectus nor any other information supplied in connection with the issue of the Depositary
Receipts constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe
for or to purchase any Depositary Receipts in jurisdictions where it is unlawful to make such offer
or invitation.
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference as set out in chapter 14 “Parties involved and documents
Incorporated by reference”. This Prospectus shall be read and construed on the basis that such
documents are incorporated in and form part of this Prospectus.
This Prospectus will be published in the English language only. Terms used in this Prospectus are
defined in chapter 15 “Definitions and glossary”.
3.2 Presentation of financial and other information
The financial statements of the Company for the years ended 31 December 2014 and 31
December 31 2015 were prepared in accordance with the International Financial Reporting
Standards (IFRS) and have been audited by Hak+Baak Auditors (independent auditors). In
making an investment decision, Investors should rely upon their own examination of the (financial
position of the) Company, the terms of the Offering and the financial information provided herein.
AKD:#9432839v6
46
3.3 Selling & Offering Restrictions
General
The distribution of this Prospectus and the Offering in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer to inform
themselves about and to observe any such restrictions. This Prospectus does not constitute, and
may not be used for purposes of, an offer, invitation or solicitation by anyone in any jurisdiction or
in any circ*mstances in which such offer, invitation or solicitation is not authorized or to any
person to whom it is unlawful to make such offer, invitation or solicitation.
United States
The Offering consists of a public offering being made to the public in the Netherlands. The Issuer
is not taking any action to permit a public offering of the Depositary Receipts in any jurisdiction
outside the Netherlands. The Depositary Receipts have not been and will not be registered under
the U.S. Securities Act and will not be registered with any authority competent with respect to
securities in any state or other jurisdiction of the United States of America. The Depositary
Receipts may not be offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act. The Issuer has not registered any part
of the Offering of the Depositary Receipts in the United States of America or any other jurisdiction,
nor has it the intention to do so. The Issuer has no intention to make a public offering of the
Depositary Receipts in the United States of America or in any other jurisdiction other than the
Netherlands.
3.4 Miscellaneous
All references in this Prospectus to "euro", "EUR" or "€" are to the currency introduced at the start
of the third stage of the Economic and Monetary Union, pursuant to the Treaty establishing the
European Economic Community, as amended by the Treaty on the European Union (EU).
AKD:#9432839v6
47
4. INFORMATION ON THE ISSUER AND THE COMPANY
4.1 HISTORY AND DEVELOPMENT
The Company started as a Dutch content project of iMerge BV in 2001 and gradually developed
into a mature, global business line. In 2009, the Company was founded as a spin-off of iMerge BV,
where the chief commercial officer (CCO), chief technical officer (CTO) and Editor-in-Chief
participated as Shareholders as well. The CEO of the Company is Mr M.J. (Martijn) Hoogeveen
PhD, who started the activities in 2001, whilst being multimedia/e-commerce professor.
From the start, the Company has been an independent worldwide publisher and syndicator of e-
commerce product content and market statistics. ‘Product content’ is this respect can be defined
as all data which are related to a product and organized in a product data-sheet, such as:
• Product identifiers, like brand name, part code, bar code
• Categorization
• Product descriptions and marketing texts
• Product images
• Product specifications and explanations of these specifications
• Key words for searching, filtering and finding a product
• Leaflets and user manuals
• Product videos
• 3D product demos
• Reasons to buy and feature logos
• Relations between products for up-sell or cross-sell
• Logistical product data, including price, availability and packaging
• Special promotions
• Product reviews
• Any other product-related data that a manufacturer wants to communicate to its e-
commerce partners or potential buyers.
The Company produced millions of product data-sheets in all major world languages and has been
busy analyzing the performance of tens of thousands of brands. Its statistics are based on billions
of annual product data-sheets downloads by the tens of thousands connected e-commerce
enterprises: online shops, enterprise resource planning (ERP) systems, comparison sites, purchase
systems, rating portals, and other e-commerce apps.
The Company set up Icecat Limited Liability Company (LLC) in Kiev, Ukraine in 2011 as a 100%
Subsidiary to facilitate it’s sourcing of editorial and development staff in Ukraine.
In 2011, the Company co-founded Iceleads BV (as of 2016 renamed as Hatch BV), with a
shareholding of 60%. In 2015, Vortex Capital Partners participated in a new finance round of EUR
3 million, in which the shareholding of the Company in Hatch BV diluted to 41.4%. See also:
http://www.emerce.nl/nieuws/investeerder-vortex-neemt-belang-iceleads.
The Company set up Icecat Content Sourcing in 2015, an Estonian Limited Liability Company
(Osaühing or OÜ) as a 100% Subsidiary to facilitate as well the sourcing of its growing editorial
and development staff in Eastern-Europe.
AKD:#9432839v6
48
4.2 GROUP STRUCTURE
The structure of the iMerge Group:
The Icecat Group consists of the Company (Icecat NV) and its Subsidiaries Icecat LLC (Icecat
Ukraine) and Icecat Content Sourcing OÜ (Icecat Estonia). Icecat Ukraine and Icecat Estonia are
responsible for the direct sourcing of editor capacity, and are cost centers of the Company. Hatch
BV (former Iceleads BV), is providing ‘Where To Buy’ solutions to manufacturers, i.e. smart “buy
now” buttons that transform manufacturer websites and campaigns into lead and sales generators
for their online resellers. For more information see http://gethatch.com/.
Hatch is now fully independent (and solely a participation of the Company) and benefits from the
Company as a partner in product data, retailer price feeds, and relevant customer relations. There
are two material agreements between the Company and Hatch in place:
- A Shareholder Agreement that manages the relations between the shareholders of Hatch and
includes, among others, a non-compete section to align the interests on maximizing
shareholder value of Hatch.
- A Transitional Service Agreement that manages the separation of operational ties between
Hatch and the Company, and the continuity of above-mentioned services provided to Hatch,
after Vortex participated in Hatch, and which includes a non-compete obligation towards the
Company, so that the Company can continue to generate business and leads for Hatch, without
concern.
There are currently limited business relations between the Company, iMerge BV and its other
subsidiaries (Ecom Pro BV, iMerge Financial Services OÜ and Iceshop BV). Iceshop BV, a provider
of web shops and integration solutions, is a partner in content implementation projects for clients
of the Company. Some other shareholdings of Netvalue BV, such as Bintime (Ukraine, Estonia)
and FMP Publishing (Sweden), are also partner in certain content implementation projects for the
Company and its clients. iMerge BV participates in Ecom Pro BV since June 2016, which is an
integration partner as well for e-commerce companies that might subscribe to the Company’s
catalog subscriptions.
AKD:#9432839v6
49
Bintime is one of the software developers that has a long-term relationship with the Company to
provide low-cost development resources, and has entered into a material non-exclusive Software
Development Agreement with the Company that, among others, includes a one-side non-compete
obligation towards the Company.
Although there are currently no negotiations in that direction, taking over an implementation
consultant by the Company might be a strategic growth option in the future.
The shareholding structure of the Icecat Group pre-Offering:
The shareholding structure of the Icecat Group post-Offering:*
* This structure overview is based on the assumption that all the Underlying Shares have been
issued and are held by the Issuer after the Offering has taken place.
AKD:#9432839v6
50
4.3 THE ISSUER
4.3.1 General information
Stichting Administratiekantoor Icecat (the Issuer), a foundation (stichting) founded and existing
under Dutch law, is established by deed of 1 November 2016, executed before civil-law notary R.
Bosveld of Amsterdam, the Netherlands. The Administrative Conditions will be established and
executed before civil-law notary R. Bosveld of Amsterdam, the Netherlands. The Issuer is
registered in the Trade Register with the Chamber of Commerce of the Netherlands under number
67184685. The registered seat of the Issuer is Amsterdam, the Netherlands. The address is De
Liesbosch 12 D, 3439 LC Nieuwegein, the Netherlands.
A maximum of 1,000,000 Shares will be issued by the Company to the Issuer (i.e. the Underlying
Shares), which issues one Depositary Receipt for one Share. As a result, a maximum of 1,000,000
Depositary Receipts will be issued by the Issuer.
The Issuer will hold all the Underlying Shares and all the voting rights attached to the Underlying
Shares, in order to protect the mission of the Company. Investors will therefore not have voting
rights in the General Meeting, nor do they have the right to attend and to speak at the General
Meeting.
4.3.2 Articles of association of the Issuer
General
In this section certain relevant information concerning the articles of association of the Issuer are
summarized. This summary does not purport to give a complete overview and should be read in
conjunction with the relevant sections of this Prospectus, the articles of association of the Issuer
and the relevant provisions of Dutch law and does not constitute legal advice regarding these
matters and should not be considered as such.
The (statutory) objects
The objects of the Issuer (article 3 of its articles of association) are as follows:
a. to acquire and administer Shares in the Company’s share capital for the purpose of
administration and against the issue of depositary receipts;
b. to exercise all rights attached to the Shares referred to in paragraph (a), including the
voting right, pre-emption rights, other claim rights, to receive Dividend and other
distributions, including liquidation payments, subject to the obligation to pay any amount
received to the depositary receipt holders, with the proviso that depositary receipts will be
granted for bonus shares or for shares acquired by way of stock dividend and for shares
acquired in exercising a pre-emption right or other claim right; and
c. to do everything that is related or may be conducive to the above objectives in the broadest
sense of the word.
Board meetings and decision-making process
Meetings of the board of the Issuer are held as often as one of the board members of the Issuer
deems necessary. Each board member of the Issuer is authorized to convene a meeting of the
board.
AKD:#9432839v6
51
Meetings of the board of the Issuer are also held before each General Meeting, in which the voting
right on the Shares held by the Issuer for the purpose of management can be exercised.
Minutes of the proceedings at the board meetings of the Issuer will be kept by the secretary or by
one of the other persons present, requested to do so by the chairman. The minutes will be
adopted and signed by the persons who acted as chairman and secretary of the meeting.
The board of the Issuer can only adopt valid resolutions if the majority of the board members in
office are present or represented at the board meeting. A board member can be represented at a
meeting by a fellow board member by virtue of a written proxy.
The board of the Issuer can also adopt resolutions without holding a meeting, provided that all
board members agreed to this decision-making process and all board members are given the
opportunity to express their opinion in writing.
As long as all board members in office are present at a board meeting of the Issuer, valid
resolutions can be adopted on all subjects raised, provided that all board members agreed to this
decision-making process, even though the regulations for convening and holding meetings
stipulated in the articles of association have not been observed.
Each board member of the Issuer has one vote.
Unless these articles of association of the Issuer prescribe a larger majority, all board resolutions
are adopted by an absolute majority of the votes cast. In the event of a tie vote the chairman’s
vote is decisive. The following board resolutions can only be adopted unanimously in a board
meeting of the Issuer in which all board members are present or represented, provided there is no
vacancy on the board of the Issuer:
a) de-administration (decertificering) of one or more Shares;
b) amendment of the articles of association of the Issuer;
c) amendment of the Administrative Conditions;
d) a legal merger or demerger of the Issuer;
e) the dissolution of the Issuer; and
f) alienation of the administered Underlying Shares.
Alienation of the Underlying Shares
The Issuer is not authorized to alienate one (1) or more of the Underlying Shares as long as the
Underlying Shares are listed on the NPEX Trading Platform.
Amendment of articles of association
An amendment of the articles of association of the Issuer must be effectuated in a deed executed
before a civil-law notary subject to being null and void. Each board member of the Issuer is
authorized to execute that deed (or to have this done).
Dissolution and liquidation
As mentioned before, the management board of the Issuer is authorized to dissolve the
foundation.
AKD:#9432839v6
52
After the dissolution the Issuer, the Issuer will continue to exist in as far as necessary for the
liquidation of its assets and liabilities. The management board of the Issuer determines the
objectives for which any liquidation balance will be appropriated.
The liquidation will be conducted by the management board of the Issuer in the sense that the
title to the Shares held for the purpose of management will be transferred to the depositary
receipt holders by way of termination of the management; as a result, the depositary receipts are
cancelled.
The management board of the Issuer determines the use of any balance remaining after
liquidation. The liquidators ensure that the dissolution of the Issuer is registered with the trade
register.
During the liquidation procedure, the provisions of these articles of association of the Issuer will
continue in full force and effect to the extent possible. In all documents and announcements
issued by the Issuer, the words “in liquidation” must be added to the Issuer’s name.
After the liquidation is completed, the books, documents and other data carriers of the dissolved
Issuer are kept by the person designated by the management board of the Issuer as custodian for
the period prescribed by law.
4.3.3 Management board of the Issuer
General
According to the articles of association of the Issuer, the Issuer has a board structure consisting of
a management board, entrusted with the day-to-day management and representation of the
Issuer.
Board member Mr. T. (Tom) Spronk is entitled to represent the Issuer acting individually. Board
member Mr E. (Emre) Tan Altinok is entitled to represent the Issuer acting jointly with Mr. T.
(Tom) Spronk.
The management board of the Issuer consists of one or more persons to be determined by the
Management Board of the Company. Mr. Tom Spronk and Mr E. (Emre) Tan Altinok are the first
board members of the Issuer. Mr. Spronk is appointed as an independent board member. For
reasons of efficiency (i.e. avoiding consultancy fees and loss of time), one current board member
of the Company is appointed as the second board member of the Issuer. In case a potential
conflict of interest between the Company and the Issuer arises, only the independent board
member(s) will participate in board decisions to mitigate the conflict of interest of Mr. Altinok. For
every board decision, the approval of Mr Spronk, the independent board member, will be required.
Over time, or in case of regular conflicts of interest, at least two (or a second) independent board
members will be appointed to the management board of the Issuer, and Mr. Altinok will resign.
Members of the management board of the Issuer
Tom Spronk – Managing Director (1964)
2009-2016 Independent Lawyer (a.o. Spronk Meijjer Advocaten, Amsterdam)
2003-2009 Lawyer at Froon Helmonds Advocaten, Amsterdam
1999-2003 Legal Assistant at Interpolis N.V. (now Achmea)
AKD:#9432839v6
53
1990-2000 Independent Lawyer, Amsterdam
1988-1990 Legal Counsellor at Wetenschapswinkel at University of Utrecht
1986-1987 Bachelor Assistant Management Laws at University of Amsterdam
1982-1988 Master of Laws (LL.M.) at University of Amsterdam
Emre Tan Altinok – Managing Director (1982)
2016-present MD/Manager International Sales at Icecat
2013-2016 Manager International Sales at Icecat
2011-2012 Manager Product Development at Icecat
2008-2011 Region Manager DACH at Icecat
2007-2008 Master International Finance and Economics at University of Amsterdam
2006-2007 Bachelor Mathematical Methods in Economics at Technical University Wien
2002-2006 Bachelor Economics at Marmara University/Boston University
2005 Risk manager at PWC
2004 SMB Sales manager at IBM
In relation to the member(s) of the management board of the Issuer, the Issuer is not aware of (i)
any convictions in relation to fraudulent offences in the last five years; (ii) any bankruptcies,
receiverships or liquidations of any entities to which they were associated in the last five years;
(iii) any official public incrimination and/or sanctions of such person by statutory or regulatory
authorities (including designated professional bodies) or disqualification by a court from acting as
a member of the administrative, management or supervisory bodies of an issuer or from acting in
the management or conduct of the affairs of any issuer in the last five years.
Remuneration of the members of the management board of the Issuer
Members of the management board of the Issuer may receive a limited remuneration for their
activities. A fixed remuneration – if applicable – will be determined by the General Meeting of the
Company.
As of the date of this Prospectus Mr E. (Emre) Tan Altinok does not have the right to remuneration
for the carrying out of their activities as board member of the Issuer. Mr. Tom Spronk will invoice
time spent on the basis of his standard hour tariff of EUR 205.
4.4 THE COMPANY
4.4.1 General information
Icecat N.V. (the Company), a public limited company (naamloze vennootschap), incorporated and
existing under the laws of the Netherlands, was established by notarial deed of 6 April 2009,
executed before a civil-law notary in Amsterdam, the Netherlands. The articles of association of
the Company were laid down by deed of 6 April 2009. The Company is registered in the Trade
Register with the Chamber of Commerce of the Netherlands under number 30259744. The
registered seat of the Company is Amsterdam, the Netherlands. The address is De Liesbosch 12 D,
3439 LC Nieuwegein, the Netherlands. The Company’s commercial name is ‘Icecat’.
The Company is an independent global syndicator of e-commerce product content and product
statistics. The Company is part of the iMerge Group.
AKD:#9432839v6
54
Over the years the Company has produced millions of product data-sheets in all world languages
and analyzes the performance of thousands of brands. Its statistics are based on billions of annual
product data-sheets downloads by the tens of thousands connected e-commerce websites: online
shops, ERP systems, comparison sites, purchase systems, rating portals, and other applications.
4.4.2 Employees
The total number of employees within the Icecat Group was respectively 71 employees per year-
end 2014 and 83 employees per year-end 2015. As of the date of this Prospectus the Company’s
team consists of 150 employees. The number of employees excludes third party-developers,
designers and system managers that perform via sub-contractors or do a one time job on project
basis. The total number of employees within the Icecat Group is schematically shown in the table
below.
Employees per 31
December 2014
Employees per 31
December 2015
Employees per 1 July
2016
Icecat NV 22 26 29
Icecat LLC
(Ukraine)
49 57 121
TOTAL 71 83 150
The employees in Ukraine are mainly performing editorial tasks. The employees in the Netherlands
are mainly focused on marketing and sales, service development and finance.
4.4.3 Articles of Association
General
In this section certain relevant information concerning the Articles of Association are summarized,
including certain significant provisions of Dutch corporate law. This summary does not purport to
give a complete overview and should be read in conjunction with the relevant sections of this
Prospectus, the Articles of Association and the relevant provisions of Dutch law, and does not
constitute legal advice regarding these matters and should not be considered as such.
The (statutory) objects
The objects of the Company (article 2 of the Articles of Association) are as follows:
a. the development and exploitation of open content media;
b. to incorporate, participate in, conduct of management of and in any way otherwise take a
financial interest in other companies and undertakings;
c. to render administrative, technical, financial, economic or management services to other
companies, persons and undertakings;
d. to acquire, alienate, manage and operate movable and immovable property and other
goods, including patents, trademark rights, licenses, permits and other industrial property
rights;
e. to take out and/or furnish loans, as well as to provide security, to warrant performance by
or bind itself jointly or severally in addition to or on behalf of others,
AKD:#9432839v6
55
all this in collaboration with third parties or not and including the performance and promotion of all
acts directly or indirectly related to the above objectives, all this in the broadest sense of the
word.
General Meeting and voting rights
The annual General Meeting must be held within six (6) months after the end of each financial
year. Each General Meeting may be convened, whenever the Management Board deems such
necessary. Shareholders that represent alone or in aggregate at least one-tenth (1/10) of the
issued and outstanding Share capital may, pursuant to the DCC and the Article of Association,
request that a General Meeting be convened. The notice convening any General Meeting must
include an agenda indicating the items for discussion, as well as any proposals for the agenda.
Shareholders holding at least 1% of the issued and outstanding Shares have the right to request
the Management Board to place items on the agenda of the General Meeting, provided that the
Company receives a proposal no later than sixty (60) days before the General Meeting, and
provided that the proposal is a reasoned request or a proposal for a resolution. The notice
convening the meeting shall be in writing to the addresses of the holders of Shares. This notice
can also be given by electronic means, only if a holder of Shares gives his prior consent to this
way of convening.
Each Shareholder entitled to vote shall be entitled to attend the General Meeting, to address such
meeting and to exercise his voting rights. The Management Board must be notified in writing of
the intention to attend the meeting by means of a proxy. Shareholders may only attend the
General Meeting, and (to the extent that they are entitled to vote) participate in the voting, in
respect of Shares which are registered in their names both on the date specified in the notice of
the meeting and on the day of the General Meeting, or on the registration date if such date has
been determined.
Each Share shall entitle the holder thereof to cast one vote in the General Meeting. In the General
Meeting, no voting rights may be exercised for any Share held by the Company or a subsidiary of
the Company. The Company or a subsidiary may not exercise voting rights for a Share in which it
holds a right of pledge or usufruct.
All votes are taken orally, unless the chairman decides upon or a person entitled to vote demands
a vote by ballot. Votes by ballot are taken by sealed, unsigned ballots.
Adoptions of resolutions by the General Meeting
Resolutions of the General Meeting are adopted by an absolute majority without a quorum being
required, except where Dutch law or the Articles of Association provide for a qualified majority.
In meetings held elsewhere, valid resolutions can only be adopted if all persons entitled to attend
meetings agreed to the other meeting location and provided that prior to the decision-making
process, the managing directors and, to the extent applicable, the supervisory directors have been
given the opportunity to issue their recommendations regarding the items on the agenda for the
meeting.
AKD:#9432839v6
56
Amendment of the Articles of Association
The General Meeting may decide to amend the Articles of Association. If a proposal to amend the
Articles of Association or to dissolve the Company is made to the General Meeting, this must
always be announced in the notice convening the General Meeting. If the proposal regards
amendment of the Articles of Association, a complete and literal copy of the proposal setting out
the proposed amendment must be made available at the Company’s office at the same time for
inspection by the persons entitled to attend meetings until the end of the meeting.
A resolution to amend the Articles of Association can only be adopted by a majority of three/fourth
(3/4) of the votes of the persons entitled to attend meetings cast in a meeting in which at least
two/third (2/3) of the issued share capital of the Shares concerned is represented.
Dissolution and liquidation
The Company may only be dissolved by a resolution of the General Meeting. A resolution to
dissolve the Company can only be adopted by a majority of three/fourth (3/4) of the votes of the
persons entitled to attend meetings cast in a meeting in which at least two/third (2/3) of the
issued share capital of the Shares concerned is represented.
In the event that the Company is dissolved pursuant to a resolution of the General Meeting, the
managing directors serve as the liquidators of the dissolved Company, unless the General Meeting
designates other persons for this purpose. During the liquidation procedure, the provisions of the
Articles of Association continue in full force and effect to the extent possible.
The balance remaining after payment of the debts is distributed to the Shareholders in proportion
to the collective nominal amount of the Shares each of them holds. After the Company ceases to
exist, the books, documents and other data carriers are kept for seven (7) years by the person
designated for this purpose by the General Meeting.
Annual accounts
The financial year of the Company is concurrent with the calendar year. Each year within five (5)
months after the end of the financial year – unless the General Meeting extends this term by no
more than five (5) months on the grounds of special circ*mstances – the Managing Board
prepares the annual accounts. The annual accounts may be drawn up in a language other than
Dutch if this is stipulated by the General Meeting.
The company instructs an accountant to audit the annual accounts as referred to in Section 2:393
DCC. The General Meeting is authorised to issue these instructions. The accountant reports the
findings of his audit to the Management Board.
The General Meeting adopts the annual accounts. The annual accounts cannot be adopted if the
General Meeting was unable to examine the accountant’s report regarding the accuracy of the
annual accounts, unless a valid ground for the absence of this statement is specified as part of the
other information.
The Company is required to publish the annual accounts within eight (8) days after their adoption.
Publication takes place by filing a full copy in Dutch or, if the annual accounts have not been
prepared in Dutch, a copy in French, German or English at the office of the Dutch Trade Register.
The date of adoption must be recorded on the copy.
AKD:#9432839v6
57
Profit and loss allocation
The result appearing from the adopted annual accounts is at the disposal of the General Meeting.
The Company can only make profit distributions to the extent that the equity exceeds the paid-up
and called-up part of the capital plus the reserves that must be maintained by law. Distribution of
profits takes place after adoption of the annual accounts showing that such distribution is
permitted.
The General Meeting can decide to pay interim Dividends if the requirement as described in the
previous paragraph has been satisfied in conformance with an interim statement of assets and
liabilities.
A Shareholders’ claim for distribution lapses after five (5) years. The Shares held by the Company
in its capital are not included when calculating the profit appropriation.
4.4.4 Management Board of the Company
General
According to the Articles of Association, the Company has a board structure consisting of a
Management Board (raad van bestuur) with one or more board members, entrusted with the day-
to-day management and representation of the Company.
Powers, composition and function
Members of the Management Board must at all times be of sufficiently good repute and possess
sufficient knowledge, skills and experience to perform their respective duties and act with honesty,
integrity and independence of mind to effectively assess and challenge the decisions of the
operational management, and oversee their decision-making. The Management Board must
possess adequate collective knowledge, skills and experience to be able to understand the fast-
growing e-publishing activities, including the main risks. All members of the Management Board
must commit sufficient time to perform their functions and must in particular devote sufficient
time to consideration of risk issues. The Management Board must be actively involved and must
ensure that adequate resources are allocated to the development of the e-publishing business,
and assess business risks and shall establish reporting lines for all material risks and risk policies
and changes thereof.
The Management Board shall retain overall responsibility for the Company’s fast-growth and risks
and is primarily responsible for defining and overseeing the implementation of the governance
arrangements that ensure effective and prudent management, including the segregation of duties
in the Company and the prevention of conflicts of interest. The Management Board must in
particular (i) have the overall responsibility of the Company and approve and oversee the
implementation of the Company’s strategic objectives, risk strategy and internal governance, (ii)
approve and periodically review the strategies and policies for taking up, managing, monitoring
and mitigating the risks the Company is or might be exposed to, including those posed by the
macroeconomic environment in which it operates in relation to the status of the business cycle,
(iii) ensure the integrity of the accounting and financial reporting systems, including financial and
operational controls and compliance with the law and relevant standards, (iv) oversee the process
of disclosure and communications, (v) be responsible for effective oversight of operational
management, and (vi) monitor and periodically assess the effectiveness of the Company’s
governance arrangements and take appropriate steps to remedy deficiencies.
AKD:#9432839v6
58
Members of the Management Board
As of the date of the Prospectus, the Management Board consists of Mr M.J. (Martijn) Hoogeveen
and Mr E. (Emre) Tan Altinok.
M.J. (Martijn) Hoogeveen - Founder & General Manager (CEO) (1963, 53 y.o.)
Martijn Hoogeveen is involved in the Company as CEO and founder since 2001. He got the idea for
Icecat’s services while creating and managing earlier retail and e-business enterprises, for which
high-quality and consumer-oriented product data was required. The former professor
multimedia/ecommerce is a driving force of the innovation and global expansion of Icecat. Via his
investment vehicles Netvalue and iMerge, he has 18 years of experience in the management of
fast-growth tech ventures, portfolio management, and mergers & acquisitions, what is useful for
the continued fast-growth of the Company,
2009-present CEO at Icecat (through personal holding Netvalue BV and iMerge BV)
1999-present Managing Director at Netvalue BV (holding)
1999-present Managing Director at iMerge BV (holding)
2016-present Non-Executive Director at Hatch BV in behalf of Icecat
2011-present Board Member at Vondel Marketing (holding)
2011-present Board Member at bintime OÜ (holding)
2000-2013 Founder at Futurumshop
2004-2009 Managing Director at Hepta G BV (holding)
1999-2008 CEO & Founder at Takeitnow
1998-2004 Professor Multimedia/E-commerce at Open University Netherlands
1995-1999 Strategy consultant and manager business development at KPN
1995 Senior consultant at KPMG
1992-1994 Senior project manager at KPN Research
1990-1994 PhD thesis Multimedia Marketing Systems @ Delft University of Technology
1990-1992 Software developer at Cap Gemini Nederland
1989-1990 Software developer at IPM
1988-1989 Postdoc Information Analysis & Policy at University of Utrecht
1984-1988 Master Psychology at University of Amsterdam
1988 Database analyst at IDC Europe
Statutory Director since: 2009 (through personal holdings iMerge BV and Netvalue BV)
Nationality: Dutch
Number of Depositary Receipts held: 0 (through personal holdings iMerge BV and Netvalue BV)
Number of Shares held: 8,177,800 (through personal holdings iMerge BV and Netvalue BV)
Number of options granted: 0
Emre Tan Altinok – Managing Director (1982, 34 y.o.)
Emre Tan Altinok is responsible within the Company for international sales and is involved since
2008. He proved himself within the Company as -subsequently- an effective sales for the German
and Turkish markets, product manager Full Icecat, and currently as a gifted teambuilder.
2016-present MD/Manager International Sales at Icecat
2013-2016 Manager International Sales at Icecat
2011-2012 Manager Product Development at Icecat
2008-2011 Region Manager DACH at Icecat
2007-2008 Master International Finance and Economics at University of Amsterdam
AKD:#9432839v6
59
2006-2007 Bachelor Mathematical Methods in Economics at Technical University Wien
2002-2006 Bachelor Economics at Marmara University/Boston University
2005 Risk manager at PWC
2004 SMB Sales manager at IBM
Statutory Director since: 2016
Nationality: Turkish and Dutch
Number of Depositary Receipts held: 0
Number of Shares held: 0
Number of options granted: 0
In relation to the members of the Management Board, the Company is not aware of (i) any
convictions in relation to fraudulent offences in the last five years; (ii) any bankruptcies,
receiverships or liquidations of any entities to which they were associated in the last five years;
(iii) any official public incrimination and/or sanctions of such person by statutory or regulatory
authorities (including designated professional bodies) or disqualification by a court from acting as
a member of the administrative, management or supervisory bodies of an issuer or from acting in
the management or conduct of the affairs of any issuer in the last five years.
Other key staff of the operational management team, that pro-actively consult the Management
Board, are:
CFO Marco Noor (1971, 45 y.o.)
Marco Noor helped as a CFO to prepare the Company for the IPO, especially the introduction of
reporting under IFRS and the process to obtain unqualified auditor reports. He has experience at
stock listed companies: he worked as manager finance and manager credit control for Copaco and
Simac Techniek, respectively.
CCO Erik Snijders (1970, 46 y.o.)
Erik Snijders is responsible for sales, and leads the commercial exploitation of Open Icecat, the
free catalog, in relation to sponsoring brands. He is involved in the Company since 2005, and
became shareholder at the moment that the Company was founded as a spin-off. Before, he
worked, among others, as account manager at IT distributor Copaco.
Editor-in-Chief Olena Velychko (1982, 34 y.o.)
Olena Velychko started as the second editor in the Company in 2002, and showed her talent in the
successful expansion and management of the fast-growing editorial teams of the Company in
eastern Europa. She got her Master in Cybernetics at the Shevchenko National University in Kiev.
Since the moment of the foundation of the Company as a spin-off, she is shareholder of the
Company.
CTO Sergii Shvets (1982, 34 y.o.)
Sergeii Shvets is responsible for the development and management of the technical content
syndication platforms of the Company. He is involved in the Company since 2001, and manages
the development teams. He studied information technology at the Shevchenko National University
in Kiev. Since the moment of the foundation of the Company as a spin-off, he is shareholder of the
Company.
AKD:#9432839v6
60
Liability of members of the Management Board
Under Dutch law, members of the Management Board may be liable to the Company for damages
in the event of improper or negligent performance of their duties. They can be jointly and
severally liable for damages to the Company and to third parties for infringement of the Articles of
Association or of certain provisions of the Dutch Civil Code. In certain circ*mstances, they can also
incur additional specific civil and criminal liabilities.
Conflicts of interest
Mr M.J. (Martijn) Hoogeveen, as a majority Shareholder and general manager through iMerge BV,
may have a potential conflict of interest between his duties as board member of respectively the
Issuer and the Company and his private interests and/or other duties. Mr E. (Emre) Tan Altinok
may have a potential conflict of interests between his duties to the Company and to the Issuer.
Directors’ indemnification and insurance
Currently, the Company has no insurance policy for its members of the Management Board.
Remuneration of the members of the Management Board
Members of the Management Board may receive remuneration for their activities. The
remuneration policy for the members of the Management Board is adopted by the General
Meeting.
The remuneration of Mr E. (Emre) Tan Altinok is based on his employment contract and consists of
a base salary of EUR 74,357, plus sales performance related bonuses of EUR 13,306.
The remuneration of Netvalue BV (owned by Mr M.J. (Martijn) Hoogeveen) is an annual fee of EUR
139,089 ex VAT.
There are no other remuneration items (such as pensions) other than the management fee as
mentioned above. Furthermore, there are no benefits that apply upon termination of the contract
of the members of the Management Board.
Annual changes in the remuneration are in general limited, and in line with the Company policy for
other staff, also reflecting market conditions.
4.4.5 Supervisory Board
As of the date of the Prospectus, the Company does not have a supervisory board. The General
Meeting may resolve to establish a supervisory board.
4.4.6 Corporate Governance
The Dutch Corporate Governance Code does not apply to the Company because its Shares are not
admitted to trading on a multilateral trading facility or regulated market within the meaning of the
FMSA. Therefore, the Company does not apply the Dutch Corporate Governance Code.
AKD:#9432839v6
61
4.4.7 Fees, Costs and Charges borne by Shareholders
All costs arising from the affairs and activities of the Company, including without limitation the
remuneration of the members of the Management Board and all expenses incurred in the course of
business shall be charged against the Company’s assets. As such, all fees, costs and charges of
the Company are borne indirectly by the Shareholders. The Company will not require Shareholders
to directly bear any fees, costs or charges.
4.4.8 Material contracts
There are no material contracts which could result in any member of the Icecat Group being under
an obligation or entitlement that is material to the Company’s (or any other member of the Icecat
Group) ability to meet its obligations to the Investors.
AKD:#9432839v6
62
5. BUSINESS & MARKET OVERVIEW
5.1 BUSINESS DESCRIPTION
Any consumer or professional buyer that wants to buy a product or a service, needs product data
to help understand those products or services and make an informed decision. Such product data
can be found more and more online, and consumers and buyers expect web shops and other e-
commerce companies to provide all the product data that they need. These e-commerce
companies increasing rely on data providers such as the Company to help them with fulling this
information need.
The Company is a global provider of product data for the e-commerce market. At the one hand,
the Company works for some 300 manufacturers including Philips, 3M, Sony, Samsung, L’Oréal,
P&G, AEG, HP, Tefal, TomTom. (A current overview of client brands can be found here:
http://www.icecat.biz/en/menu/partners/index.html)
On the other hand, the Company provides product data services to tens of thousands of web
shops, comparison engines, and other e-commerce companies and apps.
Product data-sheets
Product data is typically structured into a product data-sheet: all the structured and unstructured
product information and media that help to fully understand a product, its use and its relations to
other products in the database. The product data-sheet includes the graph below, gives an
overview of content elements and rich media that can be included in a product data-sheet.
AKD:#9432839v6
63
Open Icecat – the unique free and open content catalog
Under the name Open Icecat, the Company provides a free and open content catalog to users with
product data-sheets to any user that wants to retrieve its product data. The catalog is open in the
sense that the product content is provided under an open content license, and is free to download
and use, without many limitations. Users can register, view and download Open Icecat data via
http://www.icecat.com/ and local Icecat domain names in the countries where the Company is
active. The web interface of Icecat also supports 47 languages or locales (language/country
combinations) as of September 2016.
The open content approach resulted in the global use of Open Icecat by tens of thousands of e-
commerce companies from virtually any country in the world and billions of annual data-sheet
downloads. This gigantic traction made Open Icecat a resource where manufacturers like to have
their product data included, especially in the IT & Electronics industries.
The contract parties of the Company, being the manufacturers (and brand owners) of the products
and/or services, pay the Company for providing their product data as free product content to their
e-commerce partners. The Company is providing a set of ‘product information management’ (PIM)
services to these brands under the name Open Icecat, which include:
PIM-As-A-Service: PIM in the cloud functionalities, to manage a product catalog online.
Digital Rights Management: to manage access to exclusive digital assets that only need to
be made available to Authorized Resellers
Data Import Services: to upload and import the product data for a brand in Icecat, and
transform the data to the Company’s data model.
Editorial services: to maintain data mappings and gather, standardize and enrich product
data. To produce product data-sheets that meet the quality needs of e-commerce
companies.
E-commerce integration services: software, developer and editorial services to help web
shop and other e-commerce companies to integrate and fully utilize the Company’s product
data.
Full Icecat – providing coverage and service levels to commerce companies
Under the name Full Icecat, the Company is providing access to its complete product data-sheet
database on a subscription-only basis. Full Icecat contains the product data for more than 12,000
brands. By providing coverage guarantees, editorial service levels, content integration services
and e-commerce apps, the Company is providing value add to e-commerce companies. As the Full
Icecat fees are very competitive and benefit from economies of scale and the sponsoring of the
Open Icecat database by manufacturers, it’s very attractive for e-commerce companies with larger
catalogs to outsource the production of product data-sheets to Company for an increasing number
of product categories.
The main reasons (in general) why e-commerce companies are deciding to choose for a paid Full
Icecat subscription (instead of an Open Icecat subscription) are:
higher coverage of their product catalog with product data-sheets;
service levels for on-demand data-sheet production;
coverage guarantees;
service levels for support.
AKD:#9432839v6
64
API-OUT: methods to download data from the Company
Product data-sheets product data-sheets are made available to users via the following methods
API-OUT):
● Data (as XML, CSV or JavaScript Object Notation (JSON))
● Live (as URL-links/HTML, through JavaScript and via Web portals)
“Data” means that product data is downloaded in raw database formats to the servers of the user
organization. “Live” means that a product data-sheet is real-time (live) presented to a consumer
or professional by the Company through the website or application the individual is making use of.
The latter gives insight in consumer behavior, which is interesting for brands.
The relative importance of these downloads methods is shown in the graph below.
Downloads through live methods, such as the JavaScript methods, are relatively new. The
JavaScript and related JSON methods are introduced in 2015.
API-IN: methods to push product content into the Company’s database
Currently, in pilot is a formal API-IN: a number of standardized JSON-based methods by which
external developers can automatically push data into the Company’s product database. This is an
improvement of the current approach in which per manufacturer a separate import script is
developed on a per project basis. The new API-IN makes the environment of the Company more
open for third party developers that work on behalf of the manufacturer and other publishers of
original product content. Great documentation is an essential part of this development. It is
expected to formally publish the documentation of the Application Programming Interface (API)-
OUT on the Company’s website by Q4-2016.
AKD:#9432839v6
65
The growing global relevance of the Company
Thanks to the free open content catalog of Open Icecat, the Company has developed into a widely
trusted and used, global resource for product data. The following non-financial usage stats give an
impression of the Company’s relevance for the global e-commerce sales channel.
The estimated number of connected (registered) e-commerce or channel partners – free users of
Open Icecat or customers of paid Full Icecat - has grown steadily to more than 50,000 by
December 31, 2015.
10000
20000
30000
40000
50000
60000
2010 2011 2012 2013 2014 2015
Ecommerce Channel Partners (users) 2010-2015
These e-commerce companies, and individual consumers and professionals, were responsible for
around 6.5 Billion data-sheet downloads in 2015, 65% more than during 2014. The graph below,
shows the fast-growth of the Company’s data-sheet downloads from 2010 till 2015, combined for
Open Icecat and Full Icecat.
AKD:#9432839v6
66
The total number of supported brands in the Full Icecat service, for which the Company creates
product data-sheets to cover the catalogs of its paying e-commerce customers, has grown from
around 3,000 in 2010, till around 12,000 in 2015. Around 300 of these are sponsoring brands
(manufacturers), participating in Open Icecat. The data for non-sponsoring brands
(manufacturers) is supported in Full Icecat on behalf of e-commerce companies.
2000
4000
6000
8000
10000
12000
14000
2010 2011 2012 2013 2014 2015
Number of Supported Brands (Full Icecat)
Brands Supported
AKD:#9432839v6
67
The Company product data was downloaded in 2015 by e-commerce users from 243 different
countries. The 15 most active countries are given below and include the most active e-commerce
markets such as the USA, Europe, Russia and China. The relative importance of the home market,
The Netherlands, is gradually reduced. In Q1-2016, also Germany overtook the Netherlands in
terms of data-sheet downloads.
The number of invoiced (and not credited) customers is developing steadily towards 867 in 2015.
The difference between connected channel partners and the number of invoiced customers, is
explained by both the number of free users of Open Icecat, and the number of indirect users. As
the average amounts per invoiced customer were also growing, the revenues developed at a faster
pace, as is shown in the financial sections.
In Q1 2016, the above-mentioned trends continued for the number of registered channel partners,
data-sheet downloads, and the total number of supported brands in Full Icecat. See for all market
details the Icecat Q1-2016 Top 1000 Brands & Categories of April 12, 2016 (pdf), available
through: http://icecat.biz/forum/getAttachment/?attachment_filename=6873.
For Q1 2016, the key trend figures of the Company are:
Q1 2016 Y-o-Y
increase
Data-sheet Downloads 1,238,870,653 6%
Brands supported (Full Icecat) 13,148 22%
Categories supported 2,948 33%
Channel partners connected 56,355 23%
For Q2 2016, the key trend figures of the Company are:
Q2-2016
Y-o-Y
increase
Data-sheet Downloads 2,289,811,186 26%
AKD:#9432839v6
68
Brands supported (Full Icecat) 13,831 24%
Categories supported 3,209 38%
Channel partners connected 59,230 22%
The lower growth in Data-sheet Downloads during Q1 2016 was just temporary, as the double
digit growth trend continued in Q2 2016. The explanation is likely related to improved download
efficiency by connected channel partners optimizing their connections to the Icecat database.
Key historical financial data
As the Company switched its accounting method from 2014 to IFRS, the figures for the years
before 2014 are not always comparable. For this reason, the Company chose to provide the
underlying financial trends (non-IFRS) to make the data comparable, or to indicate where figures
are less comparable because of the change to IFRS.
The order intake of Company grew with a compound annual growth rate (CAGR) of 24.64% from
EUR 1,8 million in 2010 to EUR 5,4 million in 2015. Order intake consists of the annually invoiced
amounts in euro, which are not the same as IFRS-revenues, but which give a good and
comparable indication of the growth of Company over the given period.
The number of customers of the Company has grown steadily with a CAGR of 13.94% from 454 in
2010 to 872 in 2015. The difference of both CAGRs – order intake versus number of customers - is
explained by the increase in the average amounts that are annually invoiced (non-IFRS) per
customer.
AKD:#9432839v6
69
In 2011, the Company closed a contract with Sanoma to take-over the product content services of
Kieskeurig for Consumer Electronics Retailers. This deal was effectuated during 2012.
The average annual invoiced amounts per customer grew with 57% from EUR 3,969 in 2010 to
EUR 6,215 in 2015.
AKD:#9432839v6
70
From 2010 to 2015, the EBT (Earnings or profit before tax), expanded with a CAGR (compound
annual growth rate) of 44.44% from EUR 154,000 in 2010 (non-IFRS) to EUR 966,000 in 2015
(IFRS). Because of the change from non-IFRS to IFRS, the comparison of the annual figures is not
perfect and affects the earnings of individual years, Icecat included a bridge year for 2014, as the
Company reports its figures in IFRS as of 2014. For this reason, in the above figure is also the
non-IFRS figure for 2014 included. The difference regarding the bridge year of EUR 58,810
between IFRS and non-IFRS is attributed to IFRS corrections regarding the provision for accounts
receivable, which follows a more restrictive interpretation under IFRS than non-IFRS. According to
IFRS the provisions for accounts receivable can only be included if a debt collection procedure has
been started, which is more restrictive than under GAAP.
In any case, the Company’s profitability was growing faster, during 2010-2015, than its order
intake (invoiced amounts; non-IFRS), as economies of scale are realized: the same data-sheets
are offered to more customers.
5.2 MARKET OVERVIEW
Estimated Market Potential of the Company’s core-business
The Company’s core market of providing product data in ICT & Electronics, has only 3 global
players: apart from the Company, these are CNET Content Solutions (acquired by Columbia
Broadcasting System (CBS)), and Etilize (acquired by GfK). In other critical segments, such as
FMCG (Groceries), there is Brandbank (acquired by Nielssen in 2015). In many product categories,
there is still a ‘blue ocean situation’, in which hardly any providers of structured and enriched
product databases are available in the market. In general, the product data syndication market is
AKD:#9432839v6
71
still in its infancy or early stages of development, as e-commerce is still a relative new industry
and market.
To estimate the current market potential of the Company, the Company estimated the current
share of global brands that she is supporting at 0.35%, and the current share of retailers that she
is supporting at 0.3%. The share and revenues of e-commerce retailers is growing with double
digits in the Netherlands (source: CBS.nl, thuiswinkel.org), Europe (source: www.ecommerce-
europe.eu), and globally. This indicates that there is a lot of upwards potential for the Company in
terms of gaining market share and in maintaining its share in a fast-growing market niche.
Supported
Brands (June 1
2016)
Global brands in
all industries
(WIPO.int)
Addressable
Brands (Full
Icecat)
Estimated
market
share
Icecat
Brands 15,399 21,877,421 4,375,484 0.35%
Assumption: only 20% of international brands is addressable.
NL (CBS.nl,
2015)
EU estimate ROTW
estimate
Icecat
users
estmate
(June 1,
2016)
Est.
Icecat
market
share
E-commerce
Retailers
29,385 587,700 2,938,500 56,355 1.6%
Classic + E-
commerce Retailers
141,460 2,829,200 1,414,600 56,355 0.3%
According to CBS.nl the share of e-commerce retailers among all retailers was 21% in 2015, and
growing fast (see https://www.cbs.nl/nl-nl/nieuws/2016/03/stormachtige-ontwikkeling-
webverkopen).
For the US only, e-commerce sales are estimated to be 327 Billion USD (source: Forrester Inc.).
Europe, and Asia are equally active e-commerce regions. The continued growth in e-commerce
creates a very positive climate for investments in e-commerce infrastructure, such as PIM and
product data.
There are no independent sources to verify the actual share of usage between Cnet, Etilize and the
Company in the ICT & Electronics sectors. In general, Cnet and Etilize seem to be relatively strong
in the US, and the Company is relatively strong in Europe. Another observation is that most (e-
commerce) retailers have not yet chosen for a product data provider, and many categories
(industries) are not yet supported by product data providers.
The Company’s own assessment of the total size of the product data market can be found below.
It is based on the observation that the Company currently (as of May 1, 2016) observes 9.9
million different products on its focus markets. When extrapolating this to the 7 major target
AKD:#9432839v6
72
industries that the Company wants to fully support, the total of products on the market is close to
70 million. Assuming an average content investment per product per year of EUR 50.-, this leads
to an estimated market size of EUR 3.5 Billion. Thus, the Company estimates that its current share
in product content investments by brands is less than 0.002%.
Now in Icecat Estimate for 7 major
target industries
Number of Products 9.9 million 69.5 million
Annual Brand investments in
product content
0.5 Billion EUR 3.5 Billion EUR
Average content investment per
product per year
EUR 50,-
The 7 target industries of the Company are:
IT/Electronics;
Toys;
Health & Beauty;
Do It Yourself;
FMCG;
Automotive; and
Fashion.
The most competitive target industries regarding the services of the Company are IT/Electronics
and FMCG. The other target industries can still be characterized as “blue ocean” in the sense that
there are no global competitors dominating the product data market with services competitive to
the services of the Company. However, there might be local players in some countries or service
providers with logistical product data, such as GS1 data pools.
This analysis also shows that the Company is active on a large, multi-billion EUR market, and that
by winning market share, increasing relevance and innovation, there is a significant potential for
continued future growth.
Adjacent Markets: PIM-in-the-cloud
Not only in the Company’s core market niche, but also in adjacent markets that the Company is
already addressing with some of its services, there are large addressable opportunities, which will
require continued innovation by the Company to be translated into new business.
The adjacent market for corporate product information management (PIM) is now responsible for
around 5% of the Company’s revenues in 2016, and this share is growing. The PIM market knows
many acronyms, synonyms and closely related terms, such as Product Lifecycle Management
(PLM) and Master Data Management (MDM) to name a few. A PIM is in essence, an information
system that facilitates a company to gather and combine any type of information related to a
product in one database environment, and publish it for online and offline purposes. The
AKD:#9432839v6
73
Company’s editor back-office is its internal PIM. By providing third party access to the PIM of the
Company, for example to product managers of manufacturers, the Company is effectively
addressing the corporate PIM market with a PIM-As-A-Service. The Company has a growing
number of manufacturing clients that make use of its PIM-As-A-service solution, and is learning
from these users how to improve the service to make it more relevant.
The overlapping term MDM is used as a term to indicate the need within an enterprise to manage
a “Single Version of Truth”: which system is leading (the “master”) for what (“data”). In modern,
ecommerce-ready enterprises, a PIM is containing the master data regarding to products as
promoted on the market.
The other overlapping term, PLM, is used to describe systems that manage the information related
to a product from cradle to grave. A PLM might contain a lot of product data that is never intended
to be distributed to ecommerce channel partners, like business secrets, and internal analyses.
An overview of the main players in the MDM market can be found below. A number of these
companies are in certain client projects, implementation partners of the Company. Regarding PIM-
As-A-Service, they are competitor in certain specific other client projects. Gartner (2014)
estimates that overall software revenue from MDM in 2013 came to USD 532 million, an increase
of 8.7% year-on-year. Gartner noticed further growth.
Estimates of the more comprehensive market of PLM estimates the market size at 50 Billion USD,
and a positive trend because of the growth in digital manufacturing (source: Catia Community,
2016).
Although none of these estimates is exact, and definitions of markets are not completely
matching, the consensus is that the PIM market in a broader sense is a very large market
segment, with a lot of existing players, but also new entrants like the Company.
AKD:#9432839v6
74
5.3 SIGNIFICANT TRENDS
Nowadays, consumers and professionals mainly use the internet for buyer orientation and their
daily purchase decisions. They need the best product content to search, compare and finally select
products of choice. Not just buyer orientation, but also actual purchases are more and more done
online.
Not surprisingly, e-commerce continues to be a fast-growing market, which is quickly globalizing,
and touches virtually every product category in every country in the world. Manufacturers are
increasingly embracing the e-commerce sales-channel as traditional retailers are under pressure
or get broke, and the market share of e-commerce companies is relentlessly growing.
Manufacturers and e-commerce companies increasingly invest in the quality of product
information, to improve the online shopping experience of their customers. This implies the
improved standardization of product content to support search & compare, and cross-sell
relations, but also investing in rich media, such as digital video and 3D tours.
Further, EU and other regulations are obliging e-commerce companies to include standardized
product information, such as energy labels, allergy information, ingredients, and certain warnings
and warranties.
All these developments lead to an increased need for standardized product data services for e-
commerce companies and global brands.
AKD:#9432839v6
75
5.4 VISION, MISSION, OBJECTIVES OF THE COMPANY
The vision and mission
The vision of the Company is that buyer orientation on any product or service will be online,
everywhere.
The mission of the Company therefore is to support buyer orientation through one global product
catalog:
covering all products and services of any brand, any category, in any language;
that can accessed by any type of user;
for any type of media and e-commerce application;
as much as possible in the form of open content.
The Company believes that distributing product data through an open content license is the best
way for brands to reach all its e-commerce channel partners, and subsequently all its (potential)
buyers, whether these are consumers or professionals.
Business objectives
The Company’s business objectives are:
expand Open Icecat as the free, open catalog for product information in all e-commerce
categories, worldwide; and
to develop the Company into a major, global supplier of catalog or product data services to
brands and all their e-commerce channel partners.
The Company monitors its performance regarding to Open Icecat in terms of the number of
product data-sheet downloads, the number of connected (e-commerce) channel partners, and the
number of sponsoring brands, as given in section 5.1 of this Prospectus. Furthermore, the
Company monitors the second objective in terms of number of e-commerce clients, the number of
countries where Company is providing services, the number of sponsoring brands (manufacturer
clients), and its revenues (growth).
5.5 BUSINESS MODEL
The Company’s main business model is twofold:
1. Open Icecat: the product data of sponsoring brands (manufacturers) is provided for free to
their channel partners. Sponsoring brands pay amounts related to the number of products,
languages, countries, and media supported; and
2. Full Icecat: the product data of non-sponsoring brands (manufacturers) is provided on the
basis of paid subscriptions to (e-commerce) users. Standard subscriptions start at 100 and
495 EUR/month and increase based on the number of supported languages, countries, and
main categories, required service levels and additional integration services.
In general, the agreements with manufacturers and e-commerce companies are non-exclusive.
Although, in practice, the majority of e-commerce companies tends to choose for just one
provider of product data.
AKD:#9432839v6
76
The formatting and standardization of product data is done by the Company’s editorial offices in
Eastern Europe.
Next to the standard services, the Company is providing additional services to brands and e-
commerce companies, such as PIM in the Cloud, Digital Rights Management for manufacturers,
Private Catalog services, market intelligence, product reviews, and various system integration
services.
AKD:#9432839v6
77
6. CHARACTERICTICS OF THE UNDERLYING SHARES AND DEPOSITARY RECEIPTS
6.1 SHARE CAPITAL OF THE COMPANY
Share capital and Shareholders as per date of the Prospectus
Party
Ordinary Shares
Total # of Shares
Shareholding (%)
iMerge BV - 8,177,800 8,177,800
81.78%
Snijders Invest BV - 800,000 800,000 8.00%
Mr Sergii Shvets 511,100 511,100
5.11%
Mrs Olena Velychko 511,100 511,100
5.11%
Total
10,000,000
10,000,000
100%
Nominal value of one (1) Share: EUR 0.01
Share capital and the Shareholders after the Offering*
Party Investment
(EUR) Ordinary
Shares Total # of
Shares Shareholding
(%)
iMerge BV - 8,177,800 8,177,800
74.34%
Snijders Invest BV - 800,000 800,000 7.27%
Mr Sergii Shvets 511,100 511,100
4.65%
Mrs Olena Velychko 511,100
511,100
4.65%
Issuer (STAK Icecat) 10,000,000 1,000,000
1,000,000
9.09%
Total 10,000,000 11,000,000
11,000,000
100%
* This capitalization table is based on the assumption that all the Underlying Shares have been
issued and are held by the Issuer after the Offering has taken place.
Nominal value of one (1) Share: EUR 0.01
Transaction history of the Shares
April 6, 2009: the Company is founded. 100,000 ordinary Shares are issued at nominal
value of EUR 1.00 each, with an 80% shareholding for iMerge BV, a 10% shareholding for
Mr E.J.B (Erik) Snijders, a 5% shareholding for Mr S. (Sergii) Shvets and a 5% shareholding
for Mrs O. (Olena) Velychko.
July 19, 2011: Mr E.J.B. (Erik) Snijders transfers his 10,000 Shares to Snijders Invest at
nominal value.
AKD:#9432839v6
78
January 26, 2015: Snijders Invest sells 2,000 Shares pro rata to the other Shareholders at
a price per share of EUR 29,5: 1778 Shares to iMerge BV, 111 Shares to Mr S. (Sergii)
Shvets, and 111 Shares to Mrs O. (Olena) Velychko.
July 14, 2016: as a result of an amendment to the Articles of Association each issued
Share, each Share having a par value of EUR 1,00, will be split into 100 Shares, having a
par value of EUR 0,01 each.
6.2 CHARACTERISTICS OF THE SHARE CAPITAL, THE UNDERLYING SHARES AND THE
DEPOSITARY RECEIPTS
Characteristics of the Shares
The Shares (including the Underlying Shares) have been created under Dutch law and are
denominated in euros (EUR). The Shares only consist of ordinary shares (gewone aandelen) in the
capital of the Company without any special voting rights. The Shares are registered shares
(aandelen op naam) and the register of Shareholders (het aandeelhoudersregister) is kept at the
head office of the Company, De Liesbosch 12D, the Netherlands. The Company is in charge of
keeping the records of the Shares in this register of Shareholders. However, a Shareholder may
request an extract from the Shareholders’ register regarding the Shares registered in his name.
The Company is required to provide the extract free of charge. The Shares have not been and will
not be held in book-entry form (girale vorm).
At the date of this Prospectus, the authorized capital (maatschappelijk kapitaal) of the Company
consists of Shares with a nominal value of EUR 0.01 each and is divided into fifty million
(50,000,000) Shares.
As of the date of this Prospectus, the issued (geplaatst kapitaal) and paid-up capital (gestort
kapitaal) of the Company amounts to EUR 100,000.-, divided into 10,000,000 Shares, each Share
having a par value of EUR 0.01.
The authority to issue new Shares lies with the General Meeting and determines the price and
further terms and conditions of the issue, with due observance of the provisions in the Articles of
Association.
Shares will only be issued by the Company to the Issuer in the context of the (anticipated) issue
of Depositary Receipts in accordance with the Administrative Conditions. The Issuer does not have
the authority to transfer the Underlying Shares, except in certain defined circ*mstances. The
Company does not hold any Shares in its own capital.
Rights attached to the Shares
The Shares (including the Underlying Shares) give the right, among others and pro rata, to (i) the
Dividends made payable on the Shares and (ii) to liquidation payments.
Dividend rights
Distribution of Dividends takes place after adoption of the annual account of the Company showing
that such distribution is permitted. The Company can only make distributions of Dividends to the
extent that the equity exceeds the paid-up and called-up part of the capital of the Company plus
the reserves that must be maintained by law.
AKD:#9432839v6
79
The Dividends will be made payable by the Company one (1) month after a legally valid resolution
(rechtsgeldig besluit) with regard to the Dividend payment over the respective period has been
adopted by the General Meeting. If the Company, in any year, decides (at its own discretion) to
pay any Dividends, these payments will be distributed to the Shareholders at the latest after
thirteen (13) months from the end of the relevant financial year (and therefore no later than 1
February in the year concerned). The Dividends will be made payable with due observance of the
relevant provisions in the Articles of Association.
All claims by the Shareholders with respect to the Dividend shall be barred after a period of five
(5) years. All Dividend distribution not collected by the Shareholders within five (5) years of the
payment date on which they became payable, shall revert to the Company.
Voting rights
Each Share gives the right to cast one (1) vote at the General Meeting. There are no special
procedures for exercising the rights attached to the Shares. There are no special limitations of
rights. The Shares are all ordinary Shares in the capital of the Company and there are no Shares
with special voting rights or power of control rights.
Reduction of Share Capital
The General Meeting may resolve to reduce the issued capital by cancelling Shares or reducing the
nominal value of the Shares by amendment of the Article of Association (statutenwijziging).
General Meeting
At least one (1) General Meeting will be held annually in accordance with the Articles of
Association. Each Shareholder has the right to attend the General Meeting. The General Meeting
shall be convened by letters sent to the addresses of the Shareholders listed in de register of
Shareholders of the Company.
In the exercise of its voting rights attached to the Shares held by it, the Issuer (and the other
Shareholders) will be guided by the provisions laid down in the Articles of Association, in particular
as set out in chapter 9 of the Articles of Association (‘General Meeting’).
There are no provisions in the Articles of Association that require publication when a Shareholder
acquires a certain percentage of Shares.
There are no provisions that are stricter than legal requirements regarding changes to the capital
of the Company.
6.3 CHARACTERISTICS OF THE DEPOSITARY RECEIPTS
Issue and register of the Depositary Receipts
The Underlying Shares are held by the Issuer. For each Underlying Share the Issuer will issue one
(1) Depositary Receipt with the same indication as the Share for which it is issued. The provisions
of the articles of association of the Issuer as these read at present or will read at any time, apply
to the administration (certificering) of de Shares.
AKD:#9432839v6
80
The Depositary Receipts will be registered in the register of the Issuer in the name of the Investor.
There are no costs attached to this registration. No Depositary Receipt certificates are issued. The
Investor must inform the Issuer in writing of a changing in its personal details, such as the
address, telephone number and e-mail address.
Rights attached to the Depositary Receipts
The Depositary Receipts have been created under Dutch law, are denominated in euros and will be
issued under Dutch law.
A summary of rights attached to the Depositary Receipts:
the right to the Dividends and liquidation payments made payable by the Company; and
pre-emption rights (voorkeursrechten) in the event that the Shareholders of the Company
have a pre-emption right in the issue of (new) Shares.
Investors do not have the following rights:
the right to attend or vote at the General Meeting;
the right to request the conversion of a Depositary Receipt into a Share. The Depositary
Receipts are non-convertible; and
the right to establish a right of usufruct or pledge on a Depositary Right.
Dividends and other distributions
The Issuer shall collect all Dividends and all other distributions on the Underlying Shares.
Immediately after Dividends or any other distribution on the Shares are made payable, the Issuer
shall make the Dividends or the other distributions payable to the Investors.
The Issuer is entitled to any bonus shares, claim rights or stock dividends granted by the
Company. In exchange, the Issuer shall issue corresponding depositary receipts to the Investors.
In the event that the Company makes a distribution on Shares in cash or in other values at the
option of the Shareholder, as soon as possible the Issuer will offer the Investor that correspond to
those Shares the opportunity to inform the Issuer of their choice within a term specified by the
Issuer. In the event that the parties involved fail to indicate their choice in writing in a timely
fashion, the Issuer is free to have the distributions made in the manner to be specified by the
Issuer.
In the event that the Company is dissolved, the Issuer will pay liquidation distributions on the
Shares (if any) to the Investors, as a result of which the Depositary Receipts are cancelled.
Exercise of Shareholder rights
The rights attached to the Shares are exercised by the management board of the Issuer at its own
discretion, subject to the provisions stipulated by law and the provisions included in the Articles of
Association, the Issuer’s articles of association and the Administrative Conditions.
AKD:#9432839v6
81
6.4 TRADING AND TRANSFERS OF THE DEPOSITARY RECEIPTS
In order to facilitate trading of the Depositary Receipts, the Depositary Receipts will be listed on
the NPEX Trading Platform, on which the Depositary Receipts subsequently can be traded. The
Depositary Receipts will be legally held by Stichting NPEX Bewaarbedrijf, the custodian for NPEX,
which will credit to the NPEX Account of the Investor a number of Beneficial Titles for such
Depositary Receipts. The Depositary Receipts cannot be traded outside of NPEX.
The Beneficial Titles have via the NPEX Regulations the same rights attached to them as the
underlying Depositary Receipts.
The NPEX Trading Platform is accessible via the NPEX Website, available via www.npex.nl.
Stichting NPEX Bewaarbedrijf has its registered address on Saturnusstraat 60-75, 2516 AH 's-
Gravenhage, the Netherlands. It was incorporated on 23 December 2008. It has the legal form of
a foundation (stichting) under Dutch law. The NPEX Trading Platform is legally owned by NPEX, a
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated and existing under the laws of the Netherlands. NPEX was incorporated on 6 May
2008 and has its registered address on Saturnusstraat 60-75, 2516 AH 's-Gravenhage, the
Netherlands as well.
Admission to trading of the Depositary Receipts on NPEX and the NPEX Trading Platform
NPEX Trading Platform is not a regulated trading platform. The rules and regulations for admission
to trading on the NPEX Trading Platform are promulgated by NPEX and are not subject to
securities laws or regulatory review. The trading of the Depositary Rights admitted to trading on
the NPEX Trading Platform will have certain characteristics that differ from the characteristics of a
regulated market. Such differences include:
The Depositary Receipts that are admitted to trading on the NPEX Trading Platform are
legally not shares (aandelen) and are not governed by the legal regime governing shares.
These Depositary Receipts are contractually defined beneficial entitlements (economische
aanspraken) to the Depositary Receipts. The Depositary Receipts that would be traded on
the NPEX Trading Platform will be legally held by Stichting NPEX Bewaarbedrijf, the
custodian of NPEX. Stichting NPEX Bewaarbedrijf, in turn, issues a Beneficial Title for each
such Depositary Receipt which will be credited to the NPEX Account of the relevant account
holder (i.e. the Investor) that, as a result, is beneficially entitled to the Depositary Receipts.
Depositary Receipts traded on the NPEX Trading Platform are, in effect, held in book-entry
form. Holders of the Depositary Receipts admitted to trading on the NPEX Trading Platform
may therefore have fewer legal protections than a holder of shares would ordinarily have.
Holders of such Depositary Receipts may also be required to bring legal action against
Stichting NPEX Bewaarbedrijf, as (legal) holder of the Depositary Receipts, rather than
against the Company or another party directly, which may make such claims more
complicated and more expensive.
The NPEX Trading Platform does not qualify as a “multilateral trading facility” or “regulated
market” within the meaning of the FMSA. Therefore, Dutch rules and regulations on
corporate governance, market abuse, publication of insider information, prohibitions on
insider trading, transparency requirements, mandatory disclosure of substantial holdings,
public takeover, mandatory offer rules and other rules and regulations applicable to
AKD:#9432839v6
82
multilateral trading facility or regulated market do not by operation of law apply to the
Company, the Issuer nor the Depositary Receipts.
Since the NPEX Trading Platform does not qualify as a “multilateral trading facility” or
“regulated market”, the AFM has deemed it desirable that its principal regulatory
instruments, such as enforcing certain prohibitions with regard to the prohibition of insider
trading (handel met voorwetenschap) and market abuse (marktmanipulatie), are applicable.
Therefore, NPEX has applied such insider trading and market abuse rules and regulations,
with regard to creating a level playing field and providing a certain level of investor
protection, subsequently to its NPEX Trading Platform. Against this background, NPEX has
taken measures by declaring these kinds of provisions applicable to the Investors and the
financial instruments traded at the NPEX Trading Platform in article 14.7 of the NPEX
Regulations.
The Depositary Receipts will be traded via the NPEX Trading Platform on the basis of an
auction system whereby holders of the Depositary Receipts can ask and bid prices for
Depositary Receipts admitted to trading on the NPEX Trading Platform. For this reason,
Investors may have difficulty selling their Depositary Receipts if there are no other investors
who will reflect on a bid offered. The Issuer has chosen not to appoint market makers
(entities that will on a continuous basis offer to buy and sell) and, as a consequence, there
will be no market price that is continuously formed nor will liquidity be maintained in the
Depositary Receipts.
NPEX will provide information on the latest trades in the Depositary Receipts on the NPEX
Website subject to its rules and procedures.
Only investors who hold an NPEX Account can trade on NPEX. Becoming a holder of an
NPEX Account requires fulfilling certain administrative requirements, such as providing NPEX
a copy of a valid identity card and having a payment account (no savings account) with a
bank within the European Union. This may limit the number of potential purchasers of
Depositary Receipts and result in a lower sale price for such Depositary Receipts. A
bankruptcy (faillissem*nt) of Stichting NPEX Bewaarbedrijf or a third party making a
general attachment on its assets could result in holders of the interests representing the
Shares not being able to successfully claim damages or compensation against Stichting
NPEX Bewaarbedrijf in such circ*mstances.
Stichting NPEX Bewaarbedrijf is not regulated by the Dutch Act on Dematerialized Securities
trading (Wet giraal effectenverkeer) and Investors trading through NPEX therefore are not
protected from a bankruptcy of Stichting NPEX Bewaarbedrijf.
Only holders of an NPEX Account can trade securities traded on the NPEX Trading Platform
and NPEX, at its sole discretion, decides whether or not to open an account.
AKD:#9432839v6
83
7. FINANCIAL INFORMATION ON THE COMPANY
7.1 SELECTED FINANCIAL INFORMATION OVER 2014 AND 2015
The selected financial information should be read in conjunction with the information contained
elsewhere in the Prospectus.
Additional historic financial data can be found in the “Annual report Icecat NV 2014” and in the
“Annual report Icecat NV 2015”, both incorporated by reference in this Prospectus. In the sections
below, only the most significant changes between the figures of 2014 and 2015 are highlighted.
More details about individual items can be found in the above-mentioned annual reports.
In 2015, the Company’s revenues (under IFRS) expanded by 54% to EUR 5.4 million compared to
2014. The growth in revenues, in combination with economy of scale and scope advantages, led to
an increase of profits by 45% to EUR 748,000. The increased profits, together with an improved
debtor management, led to an increase of cash and cash equivalents of nearly EUR 1 million from
2014 to 2015. When the Company realizes further revenues growth, this will generate further
economy of scale and scope advantages as the same product data can be provided to more
customers and geographies in combination with the value add content and cloud services of the
Company.
There haven’t been any significant changes in the operations and the principal activities of the
Company since the two latest published audited financial statements.
Summary balance sheet
Statement of the Company’s financial position (in euro) per year ending at December 31 and
based on IFRS:
2015 2014
Assets
Fixed assets
Tangible fixed assets 315,820 249,507
Financial fixed assets 3,945,589 3,938,077
4,261,409 4,187,584
Current assets
Receivables 1,896,616 2,346,594
Cash 1,284,742 232,540
3,181,358 2,579,134
Total assets 7,442,767 6,766,718
Liabilities
Shareholders’ equity 5,093,339 4,518,842
Current liabilities
2,349,428 2,247,876
Total liabilities 7,442,767 6,766,718
AKD:#9432839v6
84
The main changes in the balance sheet from 2014 to 2015 are related to increased cash thanks to
a better debtor control at a continued growth of the business resulting in close to one million more
cash and a decrease of around EUR 550,000 in receivables.
Note: in the annual reports, the item “Current liabilities” mainly consists of “Other current
liabilities”, which is not further divided conforming IFRS. In its turn, this item “Other current
liabilities” mainly consists of future revenues (i.e. invoiced subscription amounts that are related
to the next calendar year). Icecat sells subscriptions with an average duration of 12 months,
which - according to IFRS – are reported in the respective period that the service is actually
consumed by the client. This leads in 2014 to EUR 1,636,626 in future revenues, and in 2015 to
EUR 1,690.497 in future revenues.
Profit & loss account
The statement of the Company’s profit & loss account (in EUR) per year ending at December 31
and based on IFRS:
2015 2014
Revenue 5,414,094 3,512,559
Cost of sales -1,625,760 -651,964
Gross profit 3,788,334 2,860,595
Operating expenses -2,818,523 -2,199,043
Operating profit 969,811 661,552
Finance cost & income -3,646 -9,866
Profit before tax 966,165 651,686
Income tax expense -186,680 -110,762
Share in profits of participations 5,012 0
Net profit 784,497 540,924
The Company’s current policy to maintain a healthy profit level (EBT at least 10% of revenues), to
create a cash buffer which can be used for new hires, small take-overs and/or other growth-
oriented investments or expenditures, is visible in the profit figures of 2014 and 2015.
Nevertheless, the profitability of the Company is currently not fully optimized as the Company
balances improving its positive cash flow with continuing to spend resources on fast-growth, and is
therefore investing in product data, business-to-business marketing, acquisition of client contracts,
its marketing and sales team, its PIM cloud environment, its data centers and system
management team to maintain the performance and a high uptime of its content syndication
network.
AKD:#9432839v6
85
In 2014, there was a freefall of a provision for legal claims of EUR 413,000 from 2013. This
provision was made for possible claims of manufacturers regarding a perceived copyrights breach
in Germany. During 2014, it became clear that this potential threat was not material, due to
developments in European copyrights jurisprudence (European Court of Justice, Feb 13, 2014, C-
466-12), improved terms & conditions of the Company, and closing a liability insurance. As IFRS
requires the freefall of a provision, the moment it becomes clear that the respective risk is not
concrete (anymore), the freefall contributed to the profitability of 2014, in the following way: the
cost of sale of 2014 was lowered with 413,000, which led to an increase of the Gross margin, and
subsequently Net profit with the same amount. The income tax expense for the freefall was
already included in the previous year, 2013, and paid to the tax authority in August 2016.
Operating results
The Company’s business was growing from EUR 3,5 million in 2014 to EUR 5,4 million in 2015; a
revenues growth of 54%. The profit before tax was growing from EUR 0,65 million in 2014 to EUR
0,97 million in 2015; an improvement of 48%. The net profit grew to EUR 0,78 million in 2015
from EUR 0,54 million in 2014; a profit growth of 45%.
Research & development (R&D) policy
The Company has an R&D budget of 9,000 hours per year during 2014 and 2015, which is likely to
be the same during 2016, for which the WBSO (de Wet Bevordering Speur- & Ontwikkelingswerk)
is applicable. The R&D policy focuses on improving the content syndication platform and PIM
environment of the Company to set global standards. The Company plans to gradually expand its
(Dutch) R&D budget.
The innovation box applies for up to 25% of the profits of the Company conforming a ruling of the
Dutch tax services.
In the following table the budget in hours, as this is consistent with the legal reporting obligations
under WBSO, is provided. Taking into account all R&D costs, not only the hours of Dutch
employees of the Company, and including outsourced R&D and R&D costs by Subsidiaries, the
amount has increased from EUR 565,000 EUR in 2014 to EUR 725,000 in 2015, respectively 16%
and 13% of revenue (IFRS). The Company policy is to keep this R&D percentage to around 15% of
revenue.
R&D costs in EUR
Revenue (IFRS) in EUR
R&D costs/Revenue
2014 564.997 3.512.558 16%
2015 724.987 5.414.093 13%
AKD:#9432839v6
86
Cash flows
Cash flow from operational activities of the Company (in euro) per year ending at December 31
and based on IFRS:
2015 2014
Operating result
969,811
661,552
Adjustments for:
Depreciation of intangible and tangible fixed assets
91,066
67,944
Changes in provisions
-413,849
Changes in working capital:
Trade debtors -476,316
166,663
Receivables from group companies 48,878
178,738
Other accounts receivable 980,908
-602,848
Prepaid expenses -103,492
-463,443
Accounts receivable (excluding banks) 101,178
1,009,312
551,156
288,422
Cash flow from operating activities
1,612,033
604,069
Interest received 1,695
519
Interest paid -5,341
-10,385
Taxes -186,680
-110,762
-190.326
-120,628
Cash flow from operating activities
1,421,707
483,441
Cash flow from investing activities
Investments in tangible fixed assets -157,379
-156,179
Investments financial assets -2,500
Disposals of tangible fixed assets 0
26,919
Cash flow from investing activities
-159,879
-129,260
Cash flow from financing activities
Informal capital contribution 0
-250,000
Dividend paid -210,000
Cash flow from financing activities
-210,000
-250,000
Change in cash
1,051,828
104,181
Proceedings of movement of funds
The movement of funds is as follows:
Balance at beginning of year
231,928
54,880
Changes in Financial year
1,051,828
177,048
AKD:#9432839v6
87
Balance at end of year
1,283,756
231,928
The most notable improvements in cash flow, from 2014 to 2015, originated from the increased
cash flow from operating activities in 2015, which resulted in an balance at the end of the year
2015 which improved with close to EUR 1 million.
Note: the mentioned changes in provisions are due to the one-time freefall in 2014 of financial
provisions for bad debts and mainly the freefall of provisions for legal claims - conforming to IFRS
- as there were no concrete or material claims against Company from 2014 on. The legal claims
provision is included in the item “Non-current liabilities” till 2013, and as such mentioned in the
Annual report Icecat NV 2014. The freefall of provisions is distracted from the operating result in
2014, so that it has no effect on the item “cashflow from operating activities” as it doesn’t lead to
a change in cash for this fiscal year. The freefall has, in the cashflow overview, only the effect that
the item “balance at end of year” is deflated (by EUR 413,849).
Principal investments to date
The main investments of the Company qualify as hardware, and are mainly related to servers,
storage and other hardware for the Company’s data centers and staff. The investments relating to
revenues and other operating costs are limited. For the past two years they are in euro:
Year Hardware
2014 169,049
2015 174,039
These investments are completely financed through the Company’s operational cash flow. Other
costs, such as editor or software updates, are not treated as investment.
Principal investments in progress
The Company has switched one of its two data centers, and is regularly updating and expanding
its hardware with the newest generation of technology to meet the rapidly increasing download
(I/O) requirements of customers and users. In 2016, an additional EUR 35,313 is invested in data
center hardware, and an investment of at least the same magnitude as in 2015 can be expected
for the whole year. To provide a better download (I/O) performance in Asia and North America,
some additional investments in local data centers and/or network services are planned, but not
yet in progress. These investments can and will be completely financed through the Company’s
operational cash flow.
At the end of 2015, the Company has bought in a small portfolio of clients, which are migrated
during 2016. The one-time investment amounted to EUR 149,764, and impacted the fiscal year
2015.
Besides the principle investments in progress as described above, the Company has at the date of
this Prospectus not planned any future investments on which its management bodies have already
made firm commitments.
AKD:#9432839v6
88
The value of the Company
The growth in the value of the Company is driven by the following factors, which might materially
affect its operating revenues:
• revenues growth;
• profitability;
• global expansion of the active user base of free Open Icecat;
• global Expansion of the customer base;
• increase in the revenues per customer;
• licenses on copyrighted materials of manufacturers;
• the Company’s intellectual property rights (IPR) on product data and software; and
• expansion of the number of supported categories and markets with product data.
The Company cannot assess in a precise manner the extent to which the abovementioned factors
might affect the operating revenues of the Company.
The availability and global use of especially the free Open Icecat catalog is a major achievement.
The open content model discourages new entrants and direct competitors to invest in data that is
already available for free through Icecat, and it lowers the threshold for users to the lowest
possible level to start using Icecat services. The resulting global user base, which is continuously
expanding, makes it attractive for manufacturers to start co-operating or investing in Icecat.
Working capital statement
The Company holds the belief that its working capital is sufficient to meet its present working
capital expenditure requirements for at least the next twelve (12) months following the date of
this Prospectus.
Audited annual financial statements
As set forth under “Auditors report” hereafter, the audited annual financial statements for the
financial years 2014 and 2015 of the Company is deemed to be incorporated by reference in, and
form part of, this Prospectus.
Auditor
Hak+Baak Accountants met een Plus B.V.
Mr A. (Anthonie) van Zwienen RA (Register Accountant)
Stationspark 100, 3364 DA Sliedrecht
http://www.hakbaak.nl
Hak+Baak is member of SRA (Samenwerkende Register Accountants), and has a WTA/AFM license
(Wet Toezicht Accountantsorganisatie/Autoriteit Financiële Markten).
The Company has changed its former accountant, Esprit Accountancy Vof (Mr W. (Wim) Speelman
AA), to Hak+Baak as per January 1, 2014. The reason for this switch is that our former
accountant does not have the required auditor (WTA/AFM) license.
The Company doesn’t have an audit committee.
AKD:#9432839v6
89
Auditors report
The auditors reports are included in the annual reports of the Company for 2014 and 2015
respectively. The opinion of the auditors is that “The financial statements give a true and fair view
of the financial position of Icecat N.V.” as of December 31, 2014 and December 31, 2015,
respectively.
For a better understanding of the Company’s financial position and result and of the scope of the
audit, the annual financial statements and the auditor’s reports on these financial statements
should be read.
Age of latest audited financial information
The latest audited financial information relates to the year ending 31 December 2015.
7.2 INTERIM FINANCIAL INFORMATION
In addition to the provided financial historical information of the Company over 2014 and 2015 in
the previous paragraph, the half year statements (in EUR) of the Company’s financial position at
30 June 2016 (Q1 and Q2) are presented below.
The figures included in this paragraph are extracted from the financial information of the
Company, are based on IFRS and are not audited.
Summary balance sheet
2016 2015
Assets
Fixed assets
Tangible fixed assets 338,052 236,994
Financial fixed assets 3,953,731 3,938,076
4,291,783 4,175,070
Current assets
Receivables 1,886,240 2,804,878
Cash 1,551,078 165,405
3,437,318 2,970,283
Total assets 7,729,101 7,145,353
Liabilities
Shareholders’ equity 5,328,429 5,017,247
Current liabilities
2,400,672 2,128,106
Total liabilities 7,729,101 7,145,353
AKD:#9432839v6
90
The main changes from YH1-2015 to YH1-2016 are that receivables is EUR 1,000,000 lower due to
progress in debtor management and, subsequently, the liquidity position is substantially higher,
further increased by growth in revenues. Overall, the balance of the Company has increased with
around 8% year-on-year.
Profit & loss account
Half year statement over 2016 of the Company’s profit & loss account (in EUR) at June 30 and
based on IFRS:
2016 2015
Revenue 2,781,224 2,476,839
Cost of sales -850,943 -797,977
Gross profit 1,930,281 1,678,862
Operating expenses -1,468,532 -1,178,323
Operating profit 461,749 500,539
Finance cost & income -16,659 -2,134
Profit before tax 445,090 498,405
The revenues of the Company have organically expanded 12.3% during YH1 2016, year-on-year,
continuing double digit growth. Though gross profit has grown with 15%, the overall profit of the
Company before tax (EBT) has slightly declined, due to a quickened expansion of the marketing
and sales team to “invest” in future growth.
The higher profit, starting from 2015, came – to certain extend - at the cost of revenues growth,
as there was a relatively small increase in marketing and sales full time employees during 2015. It
takes at least 6 up to 12 months before the effects of new sales hires become manifest in the
financial figures of the Company.
Cash flows
Half year cash flow statement over 2016 concerning the operational activities of the Company (in
EUR) ending at June 30 and based on IFRS:
Cash flow statement at June 30 2016 (in EUR)
2016 2015
Operating result
461,749
500,539
Adjustments for:
Depreciation of intangible and tangible fixed
103,088
80,750
AKD:#9432839v6
91
assets
Changes in provisions
Changes in working capital:
Trade debtors -31,129
-86,248
Receivables from group companies 48,878
187,977
Other accounts receivable 1,090,426
-611,070
Prepaid expenses -85,002
8,319
Accounts receivable (excluding banks) 230,969
133,229
1,254,142
-367,793
Cash flow from operating activities
1,818,979
213,496
Interest received 669
2
Interest paid -17,328
-2,136
Taxes 0
-16.659
-2,134
Cash flow from operating activities
1,802,320
211,362
Cash flow from investing activities
Investments in tangible fixed assets -204,147
-116,099
Investments financial assets -2,500
Disposals of tangible fixed assets 0
Cash flow from investing activities
-206,647
-116,099
Cash flow from financing activities
Informal capital contribution 0
Dividend paid -210,000
Cash flow from financing activities
-210,000
Change in cash
1,385,673
95,263
Proceedings of movement of funds
The movement of funds is as follows:
Balance at beginning of July of year
165,405
70,142
Changes in Financial year
1,385,673
95,263
Balance at June of year
1,551,078
165,405
The cash flow of the Company has improved considerably (+ EUR 1.4 Million) at 30 June 2016
compared to 30 June 2015, mainly because of improvements in the cash flow from operating
activities, based on improvements of the cash position of the Company.
AKD:#9432839v6
92
8. VALUATION OF THE COMPANY
The valuation of the Company is formed by combining three approaches:
Discounted Cash Flow (DCF) method for a realistic growth scenario by an external Register
Valuator;
market valuation based on known multiples for stock noted, similar companies; and
multiples based on recent transactions for similar companies.
The DCF valuation of the Company is based on:
the stand-alone value of the Company, not including its Subsidiaries or participations;
for the participation in Hatch BV (formerly Iceleads BV) the standalone value is used, based
on the last transaction and fair market value;
a valuation per 31 December 2015, and corrected for circ*mstances and developments per
IPO date; and
continued fast growth, and the effective use of funds – investing in further growth - after
the Offering.
The market valuation and multiples approach led to a revenues multiple of around 15 (2016),
which is typical for fast-growth internet companies that are still in an earlier stage of its
development. See the CB Insights statistical overview of multiples for internet IPO-ready
companies below (source: www.cbinsight.com). These multiples typically take into account the
strategic (M&A) value, future growth and profit potential after (re)capitalization. The Company
stayed away from extreme valuation multiples.
AKD:#9432839v6
93
9. DIVIDENDS AND DIVIDEND POLICY
9.1 Dividend policy in general
In the past two years, the Company had paid EUR 210,000 per year in Dividends to its
Shareholders as a fast-growth in revenues could be combined with fast-growth in profits.
Given its continued growth ambitions, the Company has no fixed plan to pay Dividends on its
Shares for the foreseeable future following the Offering. The Company currently intends to
reinvest all or most of its future earnings, if any, to finance the operations and expansion of the
Company’s business. After each year, the Management Board will evaluate the profitability and
decide upon the Dividend payout in relation to the Company’s cash needs to further revenues
growth, and thus Shareholder value.
Under Dutch law, the Company is only entitled to pay Dividends to the extent its Shareholders’
equity exceeds the sum of the Company’s paid-up and called-up share capital plus the reserves
required to be maintained by Dutch law and the Articles of Association. Any future determination
relating to the Company’s dividend policy will be made at the discretion of the Management Board
and will depend on a number of factors, such as future earnings, capital requirements, contractual
restrictions, future prospects and other factors members of the Management Board may deem
relevant from time to time.
9.2 Dividend ranking of the Shares
All Shares rank equally in all respects and all of them are eligible for any Dividend which the
Company may declare on the Shares.
9.3 Manner and time of Dividend payments
Cash Dividends on the Shares will be paid in euro. Dividends attached to the Underlying Shares
will (trough the Issuer) be credited automatically to the NPEX Account of each Investor.
9.4 Uncollected Dividends
A claim for any Dividend shall be barred five (5) years after the start of the second day on which it
becomes payable. Any Dividend that is not collected within this period reverts to the Company.
9.5 Taxation on dividends
In principle, Dividend payments are subject to withholding tax in the Netherlands. For a discussion
of certain aspects of Dutch, taxation of dividends and refund procedures see chapter 11 “Dutch
taxation”.
9.6 Dividend history
In 2015, EUR 210,000 Dividend was distributed to the Shareholders in proportion to their
shareholdings, related to profits generated in 2014. Also in 2016, EUR 210,000 Dividend was
distributed to the Shareholders in proportion to their shareholdings, related to profits generated in
2015.
AKD:#9432839v6
94
10. THE OFFERING
10.1 Reasons for the Offering
The Issuer will use the net proceeds from the Offering of the Depository Receipts entirely for the
purchase of Underlying Shares in the Company. Only the Company will receive respectively the
proceeds from the sale of the Underlying Shares.
The main objectives of the admission to trading of the Depositary Receipts on NPEX is the raise
capital for the Company, to increase the Company’s visibility and brand recognition, access a new
source of financing, increase its strategic and financial flexibility in order to support its
development in Europe and in other markets, and make a step towards more liquidity for existing
and new shareholders. For more information about the use of proceeds, please see section 10.3
“Use of proceeds” hereafter.
10.2 Total net proceeds and expenses of the Offering
The total amount of the proceeds depends on the number of Depositary Receipts sold. The
maximum total net proceeds will be approximately EUR 10,000,000 in the case that all 1,000,000
offered Depositary Receipts are sold. The costs involved with the Offering will be approximately
EUR 75,000 and will be borne by the Company. This amount consists of legal, financial, accounting
fees associated with the drafting and filing of this Prospectus.
10.3 Use of proceeds
The Issuer will use the net proceeds from the Offering of the Depository Receipts entirely for the
purchase of Underlying Shares in the Company. The total amount of the proceeds depends on the
number of Depository Receipts sold. The Company estimates that it will receive net proceeds of
approximately EUR 10,000,000.
Out of the amount received through the issue of the Depositary Receipts, EUR 10,000 will be paid
up as the nominal value of the Underlying Shares. The remaining amount will be booked as share
premium (agiostorting). The premium forms part of the Company's equity.
The principal purposes of this Offering are to obtain additional financing, to create a public market
for the Depositary Receipts, which would enhance the overall profile of the Company, both
nationally as internationally, to facilitate possible future access to the public equity markets and to
recruit and retain high-quality management and operating personnel. The Company intends to use
the net proceeds raised with the Offering for general corporate purposes focused on growing its
business and for the support of the development and growth of the Company. The proceeds will be
mainly, but not entirely, used for:
expansion into new business sectors, especially FMCG (Food and Near-Food), Automotive
and Fashion, which mainly requires investments in the Company’s product databases, and
marketing and sales;
increasing its commercial presence (offices) in the USA & Canada, East Asia and other
significant e-commerce regions, which implies opening local offices and hiring marketing
and sales staff;
developing its product information management (PIM) software platform into a true PIM-As-
A-Service for its current and future clients;
AKD:#9432839v6
95
investing in its global content syndication infrastructure to keep pace with the sharp
increase in e-commerce demand (data sheet downloads), which implies expanding the
Company’s current data centers in Amsterdam, network infrastructure, server hardware,
software licenses for running a cloud, and potentially investing in data centers in other
regions such as North-America and East Asia;
developing social media capabilities between brands and their channel partners, which is an
additional software development effort, improving the web portal of the Company;
acquiring assets or equity of local competitors in key e-commerce markets, as especially as
(former) competitors in the field of the Company’s core-catalogs increasingly leave the
arena and offer client contracts to the Company in countries like Germany, and the UK; and
improving and developing its services to maintain a competitive edge.
Subject to decisions by the Management Board, the allocation of proceeds will be roughly as
follows:
Percentage Allocation (EUR)
New business sectors 20% 2 Million
Commercial presence (Offices) 20% 2 Million
PIM Cloud Service 10% 1 Million
Syndication infrastructure 10% 1 Million
Social media capabilities 5% 0.5 Million
Acquisitions 30% 3 Million
General service improvements 5% 0.5 Million
The budget for acquisitions is sufficient in case of smaller take-overs from local competitors that
already decided to leave the competitive arena, but will not be sufficient for high-profile take-
overs.
Depending on the allocation of available budgets, it’s possible that the profitability of the Company
(temporarily) decreases due to depreciations and amortizations and increases in the operational
costs.
The Management Board has a history of investing prudently and looking at investments with a fair
chance on a good return on investment (ROI). In case that the Management Board doesn’t expect
a good ROI for an investment, because of new insights, changes of circ*mstances, failed pilots or
otherwise, the Management Board might prefer to keep (part of the) proceeds as cash and not
allocate it to preserve value of the Company or to wait for better investment opportunities or
circ*mstances.
10.4 Maximum number of Depositary Receipts available for issue
On the date of this Prospectus, the share capital of the Company consists of Shares with a nominal
value of EUR 0.01 each. On the date of this Prospectus, 1,000,000 Shares are available for issue.
As one Depositary Receipts is issued for one Share, the maximum number of Depositary Receipts
that could be issued on the Date of Issue is also 1,000,000.
The Depositary Receipts and the Underlying Shares will be issued on the Date of Issue, which date
is expected to be on Friday 17 February 2017.
AKD:#9432839v6
96
The minimum number of Depositary Receipts that will be issued on the Date of Issue will be
250.000, for a total sum of EUR 2,500,000.
The results of the Offering will be published on the Company Website and NPEX Website.
10.5 Issue Price
The Issue Price of the Depositary Receipts is EUR 10.00 per Depositary Receipt.
10.6 Dilution
The Underlying Shares will be issued by the Company to the Issuer after the Offering Period has
ended, on the Date of Issue. As a consequence, the existing Shareholders will be diluted
proportionate to the new issue of Underlying Shares. In the event of an issue up to the maximum
issue of 1,000,000 Underlying Shares, the dilution will be ten percent (10%).
There will not be a simultaneous or almost simultaneous offer or admission to trading of the same
class of Underlying Shares as those Underlying Shares over which the Depositary Receipts are
being issued.
10.7 Transaction fee
No transaction fee will be charged by the Issuer for the issue of the Depositary Receipts. The
Issuer will incur all relevant costs in this respect.
For the subsequent trading (buying or selling) of the Depositary Receipts by the Investor via the
NPEX Trading Platform (the secondary market), NPEX charges a transaction fee which will
amount 0.5%. These transaction costs are calculated over the total value of the specific
transaction, being the price per Depositary Receipt multiplied by the total number of Depositary
Receipts.
10.8 The Offering Period
The Offering will commence on 3 November 2016 from 09:00 until 17:00 on 10 February 2017
(the Offering Period), or the sooner the Offering has been fully subscribed. A minimum Offering
Period is not determined.
The Offering will be published on the Company Website and the NPEX Website as per 3 November
2016.
The management board of the Issuer can resolve at any time to limit, suspend or exclude the
Offering and the issue of the Depositary Receipts. Any such resolution will be announced on the
Company Website and the NPEX Website. Trading of the Depositary Receipts may not begin before
notification is made.
10.9 Register
The Depositary Receipts are delivered to the purchaser by registration by name in the Register,
which is managed by NPEX on behalf of the Issuer. NPEX records the registration of the Depositary
Receipts in the Register. After the purchase of the Depositary Receipts is completed, the
AKD:#9432839v6
97
prospective Investor will receive proof of registration in the Register in the form of an electronic
depot at NPEX. By registering, the prospective Investor confirms that he is a party to the deed
effecting the transfer of the Depositary Receipts. No costs are attached to furnishing the proof of
registration. The Depositary Receipts are not delivered by means of a deed executed in the
presence of a civil-law notary.
10.10 Repayments
Any excess funds which the Issuer has received in relation to a limitation or exclusion of allocation
of the Depositary Receipts will be repaid to the bank account (IBAN) from which these funds were
received. Repayments will not include interest.
10.11 Vesting date
The rights attached to the Depositary Receipts included in this Offering vest as per the date that
the Issue Price has been fully paid by the prospective Investor. As of that moment the subscription
can no longer be revoked.
10.12 Listing
The Depositary Receipts will be listed on NPEX.
10.13 Intentions to subscribe
So far as the Issuer and the Company are aware, no members of their management bodies intend
to subscribe in the Offering or intend to subscribe for more than five per cent (5%) of the
Offering.
10.14 Prospectus
This Prospectus will be valid during the Offering Period, unless prior to that date a new prospectus
in respect of the Depositary Receipts is published, which will replace the current Prospectus.
10.15 Availability
Copies of the Prospectus (including all documents incorporated by reference into the prospectus)
are available on the Company Website and the NPEX Website.
10.16 Material interest
Certain board members of the Issuer have an interest material to the Offering on the basis of their
ownership of Shares. So far as the Company and the Issuer are aware no other persons involved
in the issue of Depositary Receipts have an interest material to the Offering and there are no
conflicting interests.
AKD:#9432839v6
98
11. DUTCH TAXATION
11.1 General
The information set out below is a general summary of certain Dutch dividend and
personal/corporate tax consequences in connection with the acquisition, ownership and transfer of
the Beneficial Titles. This summary does not purport to be a comprehensive description of all the
Dutch tax considerations that may be relevant for all categories of investors, who may be subject
to special tax treatment under any applicable law. This summary is not intended to be applicable
in respect of all categories of investors. The summary is based upon tax laws of the Netherlands
as in effect on the date of this Prospectus, as well as regulations, rulings and decisions of the
Netherlands and taxing and other authorities available on or before such date and now in effect.
All of the foregoing is subject to change, which could apply retroactively and could affect the
continuing validity of this summary. As this is a general summary, we recommend investors to
consult their own tax advisers as to the Dutch dividend and personal/corporate or other tax
consequences of the acquisition, ownership and transfer of the Beneficial Titles, including, in
particular, the application of the tax considerations discussed below. The following summary does
not address the tax consequences arising in any jurisdiction other than the Netherlands in
connection with the acquisition, ownership and transfer of the Beneficial Titles.
11.2 Dutch dividend tax
Dividends paid on the Shares of the Company are generally subject to a dividend tax of 15%
imposed by the Netherlands.
The term ‘dividends’ for this purpose includes but is not limited to:
distributions in cash or in kind, deemed and constructive distributions, and repayments of
paid-in capital not recognized for Dutch dividend tax purposes;
liquidation proceeds, proceeds of redemption of Shares or, generally, consideration for the
repurchase of Shares in excess of the average entities’ paid-in capital recognized for Dutch
dividend tax purposes;
the par value of Shares issued or an increase of the par value of Shares, as the case may
be, to the extent that it does not appear that a contribution to the capital recognized for
Dutch dividend tax purposes was made or will be made; and
partial repayment of paid-in capital, recognized for Dutch dividend tax purposes, if and to
the extent that there are net profits (zuivere winst), within the meaning of the Dividend Tax
Act 1965 (Wet op de dividendbelasting 1965), unless the General Meeting has resolved in
advance to make such a repayment and provided that the par value of the Shares
concerned has been reduced by a corresponding amount by way of an amendment of the
Articles of Association.
If a holder of Beneficial Titles is a resident of the Netherlands, Netherlands dividend tax which is
withheld with respect to proceeds from the Shares may be creditable for Dutch corporate tax or
Dutch personal income tax purposes provided that the holder of the Beneficial Titles is to be
regarded as the holder of the Underlying Shares.
If a holder of Beneficial Titles is a resident of a country other than the Netherlands and if a treaty
for the avoidance of double taxation with respect to taxes on income is in effect between the
Netherlands and that country, and such holder of Beneficial Titles is the beneficial owner of the
AKD:#9432839v6
99
proceeds from the Shares and a resident for the purposes of such treaty, such holder of Beneficial
Titles may, depending on the terms of that particular treaty, qualify for full or partial relief at
source or a refund in whole or in part of the Dutch dividend tax.
In this respect the Dutch Tax Authority may claim that the Dutch anti-dividend stripping rules
could be applicable to a dividend distribution. These rules state that in certain circ*mstances the
recipient of a dividend is not entitled to a refund, reduction or credit of Dutch dividend tax if:
- the recipient has paid a consideration in connection with the dividend received;
- the payment of the consideration forms part of a “series of transactions”;
- as a result the dividend was in reality wholly or partially directly or indirectly for the
benefit of another person/entity who, compared to the recipient is either not entitled or less
favourable entitled to a refund, reduction or credit of dividend withholding tax; and
- the recipient in fact directly or indirectly continues its shareholding in the shares in the
Dutch company paying the dividend.
In general, the Company will be required to remit all amounts withheld as Dutch dividend tax to
the Dutch Tax Authority. Generally the dividend tax will not be for the account of the Company.
Payments of Stichting NPEX Bewaarbedrijf to the Investors are not subject to Dutch dividend tax
or other Dutch withholding taxes.
Please note that this summary does not describe the tax consideration for:
(i) holders of Beneficial Titles if such holders, and in the case of individuals, his/her partner or
certain of their relatives by blood or marriage in the direct line, have (in)directly a
substantial interest or deemed substantial interest in the Company under the Dutch
personal income tax Act 2001 (Wet inkomstenbelasting 2001). Generally speaking, a holder
of shares in a company is considered to hold a substantial interest in such company, if such
holder alone or, in the case of individuals, together with his/her partner (statutorily defined
term), directly or indirectly, holds (i) an interest of 5% or more of the total issued and
outstanding capital of that company; or (ii) rights to acquire, directly or indirectly, such
interest; or (iii) certain profit sharing rights in that company that relate to 5% or more of
the company’s annual profits and/or to 5% or more of the company’s liquidation proceeds;
(ii) holders of Beneficial Titles who are individuals and whose partner or certain of their
relatives by blood or marriage in the direct line, have (in)directly a substantial interest or
deemed substantial interest in the Company;
(iii) holders of Beneficial Titles that qualify or qualified as a participation for purposes of the
Dutch corporate tax Act 1969 (Wet op de vennootschapsbelasting 1969). Generally, a
taxpayer’s shareholding of 5% or more in a company’s nominal paid-up share capital
qualifies as a participation unless the participation is held as a passive portfolio investment.
However, in case a participation is considered to be held as a passive portfolio investment,
the participation exemption may nevertheless still be applicable provided that the
participation is subject to a tax on profits against a statutory rate of at least 10% of the
taxable profit or the assets of the participation, directly or indirectly, consist for less than
50% of portfolio investments. A holder may also have a participation if such holder does not
have a 5% shareholding but a related entity (statutorily defined term) has a participation or
if the company in which the shares are held is a related entity (statutorily defined term);
AKD:#9432839v6
100
and
(iv) Pension funds, investment institutions (fiscale beleggingsinstellingen), exempt investment
institutions (vrijgestelde beleggingsinstellingen) and other entities that are exempt from
corporate tax in the Netherlands, as well as entities that are exempt from corporate income
tax in their country of residence, such country of residence being another state of the
European Union, Norway, Liechtenstein, Iceland or any other state with which the
Netherlands have agreed to exchange information in line with international standards.
11.3 Taxes on income and capital gains
Dutch resident individuals
If a holder of Beneficial Titles is an individual resident or deemed to be resident in the Netherlands
for Dutch tax purposes, any benefit derived or deemed to be derived from the Beneficial Titles is
taxed at progressive income tax rates (with a maximum of 52%), if:
- the Beneficial Titles are attributable to an enterprise from which the Dutch resident
individual derives a profit, whether as an entrepreneur or as a person who has a co-
entitlement to the net worth of such enterprise, without being an entrepreneur or a
shareholder, as defined in the Netherlands Income Tax Act 2001; or
- the holder of Beneficial Titles is considered to perform activities with respect to the
Beneficial Titles that go beyond ordinary asset management (normaal, actief
vermogensbeheer) or derives benefits from the Beneficial Titles that are taxed as benefits
from other activities (resultaat uit overige werkzaaheden).
If the above-mentioned is not applicable to the individual holder of Beneficial Titles, the Beneficial
Titles are recognised as income from an investment. In that case, the net value of the Beneficial
Titles of the individual holder on 1 January of the tax year is deemed to produce a 4% net yield.
This net yield is taxed at a flat rate of 30%, resulting in a tax of 1.2% on the yearly value of the
net Beneficial Titles. A tax free allowance may be available. There is no deduction for expenses
associated with deriving this income.
Dutch resident entities
Any benefit derived or deemed to be derived from Beneficial Titles held by Dutch resident entities,
including any capital gains realized on the disposal thereof, will generally be subject to Dutch
corporate tax at a rate of 25% (a corporate tax rate of 20% applies with respect to taxable profits
up to EUR 200,000).
Non-resident individuals and entities of the Netherlands
If a holder of Beneficial Titles is considered not to be a resident nor deemed to be resident of the
Netherlands, this holder of Beneficial Titles will not be subject to Dutch personal or corporate taxes
on income or capital gains in respect of any payment under the Beneficial Titles or any gain
realized on the disposal or deemed disposal of the Securities, provided that:
- such holder does not have an interest in an enterprise or a deemed enterprise
(statutorily defined term) which, in whole or in part, is either effectively managed in the
Netherlands or is carried out through a permanent establishment, a deemed permanent
AKD:#9432839v6
101
establishment or a permanent representative in The Netherlands and to which enterprise
or part of an enterprise the Beneficial Titles are attributable; and
- in the event such holder is an individual, such holder does not carry out any activities in
the Netherlands with respect to the Beneficial Titles to go beyond ordinary asset
management and does not derive benefits from the Beneficial Titles that are (otherwise)
taxable as benefits from other activities in the Netherlands.
11.4 Gift and inheritance taxes
Residents of the Netherlands
Generally, gift and inheritance tax will be due in the Netherlands in respect of the acquisition of
the Beneficial Titles by way of a gift, or on behalf of, or on the death of, a holder of Beneficial
Titles that is a resident or deemed to be a resident of the Netherlands for the purposes of Dutch
gift and inheritance tax at the time of the gift or his or her death.
For purposes of Dutch gift or inheritance tax, amongst others, an individual that has the Dutch
nationality will be deemed to be resident in the Netherlands if such person has been resident in
the Netherlands at any time during the ten years preceding the date of the gift or his/her death.
Additionally, for purposes of Netherlands gift tax, amongst others, an individual who does not
have the Dutch nationality will be deemed to be resident in the Netherlands if such has been
resident in the Netherlands at any time during the twelve months preceding the date of the gift.
Non-residents of the Netherlands
No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of Beneficial
Titles by way of a gift, or as a result of, the death of, a holder of Beneficial Titles that is neither a
resident not deemed to be a resident of the Netherlands for the purposes of Dutch gift and
inheritance tax, unless in the case of a gift of Beneficial Titles by or on behalf of, a holder of
Beneficial Titles who at the date of the gift was neither a resident nor deemed to be a resident of
the Netherlands, such holder of Beneficial Titles dies within hundred eighty (180) days after the
date of the gift, and at the time of his or her death is a resident or deemed to be a resident of the
Netherlands.
11.5 Other Taxes and Duties
No Dutch VAT and no Dutch registration tax, stamp duty or any other similar documentary tax or
duty will be payable by a holder of Beneficial Titles on any payment in consideration for the
holding or disposal of the Shares.
AKD:#9432839v6
102
12. SUBSCRIPTION
12.1 NPEX
NPEX (Nederlandsche Participatie Exchange B.V.) is an investment firm that operates an online
trading platform, the NPEX Trading Platform, where companies and funds can issue securities to
the public and where the trading of securities is facilitated. The NPEX Trading Platform is
accessible for all (legal) persons that have been administered as an ‘investor’ at NPEX trough the
NPEX Website (www.npex.nl).
NPEX (Nederlandsche Participatie Exchange B.V.) is a private company with limited liability
incorporated and existing under the laws of the Netherlands, registered with the Dutch trade
register (Handelsregister) under file number 27317234.
The board of NPEX comprises two directors: Mr A.M.C. (Adriaan) Hendrikse and Mr A. (Alan) van
Griethuysen. The sole shareholder of NPEX is Nederlandsche Participatie Exchange Holding B.V.,
having its statutory seat in Amsterdam. Both Mr A.M.C. (Adriaan) Hendrikse and Mr A. (Alan) van
Griethuysen are directors of Nederlandsche Participatie Exchange Holding B.V. that also has a
supervisory board consisting of three members: J.H.A.S. (Johannes) Biesheuvel, R.M. (Robert)
Stam en B.F. (Frans) van den Broek.
NPEX is an investment firm (beleggingsonderneming) and provides investment services within the
meaning of the Financial Supervision Act (Wet op het financieel toezicht). NPEX has a licence
(licence number: 11000572) from the AFM for all its activities (execution and/or the reception and
transmission of client orders and placing of financial instruments without a firm commitment
basis). NPEX will be under continuous supervision of AFM and DNB.
NPEX has a formal complaint process which is accessible through the NPEX Website. Investors that
have filed a complaint and have completed the entire formal complaint process, but are not
satisfied with the outcome thereof may contact the Dutch Financial Services Complaints Authority
(Kifid), P.O. Box 93257, 2509 AN The Hague (website: www.kifid.nl). Kifid is an independent
organization that deals with – among other things – complaints by Investors with regard to
financial products and services. NPEX is affiliated with Kifid under registration number
300.015354.
12.2 NPEX Account
Prospective Investors can open an NPEX Account in their name by filing a duly completed and
signed registration form with Stichting NPEX Bewaarbedrijf or electronically by filling out the online
registration form. The NPEX Account shall be opened in case Stichting NPEX Bewaarbedrijf has
received the (digital) registration form and after formalities for opening an NPEX Account that may
be laid down from time have been completed. A prospective Investor should have a payment
account (no savings account) for the payments related to the NPEX Account.
Both legal and natural persons can register for an NPEX Account.
An Investor is not entitled to be represented by a proxy holder with respect to its NPEX Account,
unless otherwise provided for in the NPEX Regulations or determined by NPEX under its
discretionary powers.
AKD:#9432839v6
103
Orders with respect to the NPEX Account should be given in a manner as prescribed by NPEX.
NPEX reserves the right not to execute orders of the prospective Investor as long it has not been
able to verify these orders with the prospective Investor himself. NPEX shall not be liable should
the order not be executed as a result of such verifications, provided such verifications have been
instigated for good reasons.
On the NPEX Website, NPEX will provide for an overview of the securities registered on the NPEX
Account. All movements and balances of the NPEX Account will be included in a statement of
account that will be provided to the Investor by NPEX. In addition at the end of each calendar year
(annual tax statement), NPEX will provide for an overview of the funds and securities registered
on the respective NPEX Account. Investors should check themselves whether the statements of
accounts and/or other orders are complete and accurate. Unless an Investor disputes the
completeness and accuracy of the statements of accounts and/or other orders within two (2)
weeks after the sending thereof in writing or electronically, these shall be considered complete and
accurate.
12.3 Subscription to the Depositary Receipts
The Depositary Receipts will be offered only via NPEX on the NPEX Platform. Partly as a result of
this the Offering aims at the ‘retail investor’ that has some tolerance for financial instruments with
limited liquidity and some understanding of the Company’s business sector and type.
The Offering Period for the Depositary Receipts will commence on 3 November from 09:00 2016
until 17:00 on 10 February 2017, or the sooner the Offering has been fully subscribed. The Issuer
explicitly reserves the right to, at its sole discretion, reduce or extend the Offering Period should
the number of subscriptions so require.
A prospective Investor must have an NPEX Account to be able to acquire the Depositary Receipts
via the NPEX Trading Platform. An Investor can open an account with Stichting NPEX
Bewaarbedrijf. The conditions under which an Investor can open such an NPEX Account are
provided in the NPEX Regulations, which are attached as Annex IV to this Prospectus.
In order to be eligible for the allocation of Depositary Receipts, Investors shall:
i) file a duly completed and signed registration form with NPEX or electronically by filling out
the online registration form on the NPEX Website. This form must be received by NPEX no
later than 10 February 2017, the last day of the Offering Period; and
ii) transfer the amount due with respect to the Depositary Receipts it has subscribed for to the
bank account (IBAN) of Stichting NPEX Bewaarbedrijf, being NL59 INGB 0661457672.
By signing the registration form, a prospective Investor declares having taken note of the
Prospectus accompanying the Offering and issue of the Depositary Receipts and declares itself
unconditionally and irrevocably subject to the conditions contained therein. A prospective Investor
furthermore declares having taken note of the NPEX Regulations and declares itself unconditionally
and irrevocably subject to the conditions contained therein. The Issuer explicitly reserves the right
to, at its sole discretion and without any further statements being required, wholly or partly deny
any subscription to the Depositary Receipts by any prospective Investor.
AKD:#9432839v6
104
As of the moment the prospective Investor has (i) subscribed for the Depositary Receipt by way of
the online registration form on the NPEX Website and (ii) has fully paid the Issue Price due with
respect to the Depositary Receipts it has subscribed for, the subscription for the Depositary
Receipts can no longer be revoked by the prospective Investor.
12.4 Acquisition and allocation of the Depositary Receipts
The Depositary Receipts can be purchased via the Company website (that contains a link to NPEX)
and the NPEX Website. The total purchase price is equal to the total number of the Depositary
Receipts multiplied (*) by the Issue Price. No transaction fees apply to the issue of the Depositary
Receipts.
There is no maximum to the number of Depositary Receipts that can be acquired and/or be held
by any prospective Investor. The minimum number of Depositary Receipts to subscribe for is two
hundred and fifty (250).
Allocations of the Depositary Receipts will be made by the management board of the Issuer on a
“first-come, first-serve basis” of subscriptions and will take place and be disclosed via NPEX. In
case that the Offering is over-subscribed, Investors may not get delivered the number of the
Depositary Receipts it has subscribed for.
The management board of the Issuer can resolve at any time to limit, suspend or exclude the
issue of the Depositary Receipts. Any resolution to close the issue will be announced on the NPEX
Website.
More information as to trading at NPEX can be found via the NPEX Website (www.npex.nl) and in
the NPEX Regulations (NPEX Reglement) (incorporated by reference into this prospectus).
12.5 Issue of the Depositary Receipts
The issue of the Depositary Receipts and the subsequent admission to trading thereof to the NPEX
Trading Platform will start at the Day of Issue, which date is expected to be on Friday 17 February
2017, or as much earlier or later the Issuer decides.
After the Offering Period has ended, but before the Day of Issue, the Issuer announces on the
NPEX Website how many Depositary Receipts have been sold. Furthermore, every Investor will
receive a written notice of NPEX how many Depositary Receipts have been allocated to him. On
the Day of Issue, the Depositary Receipts will be issued to NPEX Bewaarbedrijf, which will
subsequently administer the Depositary Receipts to the NPEX Accounts of the Investors. Trading of
the Depositary Receipts may not begin before the aforementioned notification is made.
If an Investor has got allocated less Depositary Receipts then it has subscripted for, NPEX will
refund an amount equal to aggregate amount of these Depositary Receipts which not has been
allocated to the Investor. Such repayments will be made in accordance with section 10.10
“Repayments” of this Prospectus.
All Depositary Receipts will be issued, listed on and traded via the NPEX Trading Platform.
AKD:#9432839v6
105
13. FINAL STATEMENTS
Resolution to issue
The issue of the Depository Receipts will be authorized in terms of the following resolutions: (i) a
resolution of the General Meeting regarding the issue of the Underlying Shares and (ii) a resolution
of the Issuer in its capacity as Shareholder.
Litigation
Currently, there is no litigation against the Company, and no known preparations for any such
legal proceedings brought against the Company.
Legal and arbitration proceedings
Neither the Company nor any of its group companies are, or during the twelve (12) months
preceding the date of this Prospectus have been, involved in any governmental, legal or
arbitration proceedings, which may have, or have had in the recent past significant effects on the
Company’s financial position or profitability or the financial position or profitability of the Company
group, nor is the Company aware of any such proceedings being pending or threatened.
Significant or material change
Since the last audited financial statements (for the year ending 31 December 2015) there has
been no significant or material change in the financial or trading position of the Company.
Significant or material effect on the Company’s prospects
Furthermore, to the best knowledge of the Company there are as the date of this Prospectus no
specific known trends, uncertainties, demands, commitments or events that are reasonable likely
to have a significant or material effect on the Company’s prospects for at least its current financial
year (ending on 31 December 2016), other than the risks already mentioned in chapter 2 “Risk
factors” in this Prospectus.
Independent auditors
Hak+Baak independent auditors, have audited, and rendered unqualified auditor’s reports
(goedkeurende verklaring) on the Company’s financial statements for each of the financial years
ended 31 December 2014 and 2015. The address of Hak+Baak Accountants met een Plus BV is
Stationspark 100, 3364 DA Sliedrecht, the Netherlands. Mr A. (Anthonie) van Zwienen (Register
Accountant) the responsible partner at Hak+Baak Accountants is a member of the NBA
(Nederlandse Beroepsorganisatie voor Accountants), the Dutch accountants board; and SRA
(Samenwerkende Register Accountants), the Dutch union of Registered Accountants.
The Company has changed its former accountant, Esprit Accountancy Vof (Mr W. (Wim) Speelman
AA), to Hak+Baak as per 1 January 1 2014. The reason for this switch is that our former
accountant does not have the required auditor (WTA/AFM) license.
The Company does not have an audit committee.
AKD:#9432839v6
106
14. PARTIES INVOLVED AND DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference
The following documents, which have previously been published or are published simultaneously
with this Prospectus and will be filed with the AFM, shall be deemed to be incorporated in, and to
form part of, this Prospectus:
i) the Articles of Association;
ii) the articles of association of the Issuer;
iii) the Administrative Conditions;
iv) the audited annual accounts stated in the annual reports for the financial years ended 31
December 2014, including the auditor's reports in respect of such financial statements, of
the Company;
v) the audited annual accounts stated in the annual reports for the financial years ended 31
December 2015, including the auditor's reports in respect of such financial statements, of
the Company; and
vi) the NPEX Regulations.
From the date of this Prospectus and for the life thereof, copies of the documents incorporated by
reference (as listed above) may be physically inspected at the registered office of the Company
during normal business hours and copies of such documents will, when published, be available
free of charge from such office during normal business hours. Furthermore, copies of the
documents incorporated by reference (as listed above) may be obtained free of charge on the
NPEX Website (www.npex.nl/icecat) and the Company’s website (invest.icecat.com).
Parties involved
The Company
Icecat N.V.
De Liesbosch 12 D
3439 LC Nieuwegein
The Netherlands
Registration number with the Dutch Trade Register: 30259744
Corporate seat: Amsterdam, The Netherlands
Telephone number: 030-6669015
The Issuer
Stichting Administratiekantoor Icecat
De Liesbosch 12 D
3439 LC Nieuwegein
The Netherlands
Independent auditor
Hak+Baak Accountants met een Plus B.V.
Stationspark 100
3364 DA Sliedrecht
The Netherlands
Legal advisor
AKD N.V.
Gustav Mahlerlaan 2970
1081 LA Amsterdam
The Netherlands
Trading platform
NPEX B.V.
Saturnusstraat 60-75
2516 AH Den Haag
The Netherlands
AKD:#9432839v6
107
Custodian
Stichting NPEX Bewaarbedrijf
Saturnusstraat 60-75
2516 AH Den Haag
The Netherlands
AKD:#9432839v6
108
15. DEFINITIONS AND GLOSSARY
The following definitions are used in this Prospectus. These definitions are expressed in singular,
this will be deemed to be expressed in plural as well, and vice versa, unless explicitly stated
differently or if the context requires otherwise.
Administrative Conditions means the terms and conditions (administratievoorwaarden)
governing the Depositary Receipts as established by the Issuer,
attached to this Prospectus as Annex II, as they may be
amended from time to time
AFM
means the Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten)
Annex means an annex to this Prospectus which forms an integral part
thereof
Articles of Association
means the articles of association (statuten) of the Company at
the date of this Prospectus and any possible future amendments
thereof
Beneficial Titles means a beneficial entitlement (economische aanspraak) issued
by Stichting NPEX Bewaarbedrijf for each Depositary Receipt
legally held by it for and on behalf of the Investor
Company means Icecat N.V., a public limited company incorporated and
existing under the laws of the Netherlands, registered with the
Dutch trade register (Handelsregister) under file number
30259744
Company Website means the website of the Company, available via
www.icecat.com
Date of Issue
means the date on which the Depositary Receipts are expected
to be issued by the Issuer
DCC means the Dutch Civil Code (Burgerlijk Wetboek)
Depositary Receipt
means a depositary receipt as issued by Stichting
Administratiekantoor Icecat (the Issuer), corresponding to an
Underlying Share in the Company held by Stichting NPEX
Bewaarbedrijf for and on behalf of the Investor
Dividend
means the profit of the Company that will be made payable to its
Shareholders
DNB means the central bank of the Netherlands (De Nederlandsche
Bank)
EUR means the currency referred to in Article 2 of Council Regulation
AKD:#9432839v6
109
(EU) No. 974/98 (Verordening over de invoering van de euro)
FMSA means the Dutch Financial Markets Supervision Act (Wet op het
financieel toezicht)
Full Icecat means the paid services to e-commerce companies that are in
need of tailored services provided by the Company and under
which the companies have access to the complete product data-
sheet database of the Company on a subscription-only basis
General Meeting
means the general meeting of Shareholders of the Company
Icecat
means the Company;
Icecat Group means the Company and its affiliates and Subsidiaries which
form a group within the meaning of article 2:24b DCC
IFRS
means International Financial Reporting Standards as endorsed
by the European Union
iMerge Group means iMerge BV and its affiliates and subsidiaries which form a
group within the meaning of article 2:24b DCC
Investor means an investor in the Depositary Receipts to which it is
beneficially entitled
Issue Price
means the issue price of EUR 10.00 per Depositary Receipt
Issuer Stichting Administratiekantoor Icecat, registered with the Dutch
trade register (Handelsregister) under file number 67184685
Kifid
means the Dutch Financial Services Complaints Authority
(Stichting Klachteninstituut Financiele Dienstverlening)
Listing
means the admission to listing and trading of the Depositary
Receipts on the NPEX Trading Platform
Management Board means the (statutory) management board (bestuur) of the
Company
NPEX
means Nederlandsche Participatie Exchange B.V., a private
company with limited liability incorporated and existing under
the laws of the Netherlands, registered with the Dutch trade
register (Handelsregister) under file number 27317234
NPEX Account
means an account with NPEX held by the investor, which enables
the investor to trade (buy and sell) securities, including the
Depositary Receipts, at the NPEX Trading Platform
NPEX Member means an investor who holds an NPEX Account
AKD:#9432839v6
110
NPEX Regulations
means the regulations of NPEX at the date of this Prospectus
which apply to the contractual (legal) relationship between NPEX
and the Investors on the one hand, and NPEX and the Issuer on
the other hand, as attached to the Prospectus as Annex III, and
any possible future amendments thereof
NPEX Trading Platform
means the not regulated (online) trading platform, not being a
“regulated market” or a “multilateral trading facility”, on which
securities (including the Shares) can traded between Investors
who hold an NPEX Account
NPEX Website
means the website of NPEX, available via www.npex.nl
Offering
means the offer to subscribe for the Depositary Receipts which
are offered to the public under this Prospectus
Offering Period
means the period in which the Offering by the Issuer takes place
Open Icecat means the free, open content catalogs to users (i.e.
manufacturers) with product data-sheets to any user that wants
to retrieve this product data provided by the Company
Prospectus means this document relating to the Company including its
schedules and Annexes that form an integral part thereof, as
amended or supplemented from time to time
Register
Means the register of the Depositary Receipt holders (i.e. the
Investors), which is managed by NPEX on behalf of the Issuer
Shareholder
means the holder of one or more Shares in the capital of the
Company
Share
means an ordinary outstanding share in the capital of the
Company issued by the Company, including an Underlying Share
Snijders Invest means Snijders Invest B.V., a private company with limited
liability (besloten vennootschap) incorporated and existing under
the laws of the Netherlands, registered with the Dutch trade
register (Handelsregister) under the number 51722984
Subsidiary means a subsidiary (dochtervennootschap) of the Company
Stichting NPEX
Bewaarbedrijf
means the foundation which acts as custodian of NPEX,
registered with the Dutch trade register (Handelsregister) under
file number 34320054
Underlying Share means a Share to be issued by the Company on the Date of
Issue to the Issuer, for which will the Issuer will issue one (1)
Depositary Receipt
AKD:#9432839v6
111
US Securities Act means the U.S. Securities Act of 1933 as amended from time to
time