Q ⁄ 3ircenter.handelsblatt.com/download/companies/balda...Clere AG Repor h hir uarte 201 - 2016 LETTER TO SHAREHOLDERS 04 LETTER TO SHAREHOLDERS DEAR SHAREHOLDERS, On 10 March 2016,

R E P O R T O N T H E T H I R D Q U A R T E R 2 0 1 5 ⁄ 2 0 1 6

Q ⁄ 3C L E R E A G

DISPOSAL OF OPERATING BUSINESS CONCLUDED

SUCCESSFULLY IN MARCH 2016

› Consolidated net income affected by approximately EUR 42 million disposal gain › Continuing operations EBIT (EUR –5.1 million) burdened by high legal and consulting expenses

› Good financial basis for future strategy

01Clere AG Report on the third quarter of 2015 ⁄ 2016 CO N T E N T

CO N T E N T

02Key figures

03Profile

04Letter to shareholders

05Notes on the structure of the report on the third quarter

07The Clere AG share

09Interim management report

18Selected notes to the financial statements

22Consolidated statement of financial position

24Consolidated income statement

25Consolidated statement of comprehensive income

26Consolidated statement of cash flows

28Consolidated statement of changes in equity

29Director´s holdings

30Financial calendar / Investor relations contact / Imprint

02Clere AG Report on the third quarter of 2015 ⁄ 2016 K E Y F I G U R E S

K E Y FI G U R E SC L E R E G R O U P

KEY FIGURES FOR THE GROUP AT A GLANCE (PURSUANT TO IFRS)

IN EUR MILLION

9 MONTHS01.07.2015

– 31.03.2016

9 MONTHS01.07.2014

– 31.03.2015

Sales revenues 0.0 0.0

Total operating revenue 0.0 0.0

EBITDA –5.0 –3.1

EBIT –5.1 –3.2

EBIT before extraordinary items –2.0 –2.2

Net financial result 0.0 7.2

EBT –5.1 4.0

Earnings continuing operations –7.9 2.5

Earnings discontinued operations 44.0 1.9

Consolidated net result 36.1 4.5

Earnings per share in EUR 1 0.61 0.08

KEY FIGURES FINANCIAL POSITION 31.03.2016 30.06.2015

Total assets 218.8 265.8

Equity 199.9 234.1

Equity ratio in % 91.4 88.1

Employees (Number at reporting date) 2 7 13

1 In relation to a total number of shares of 58,890,636.

2 Continuing operations only.

EUR199.9 MILLION

EQUITY

EUR–5.0 MILLION

E B I T DA

EUR36.1 MILLION

CO N S O L I DAT E D N E T R E S U LT

03Clere AG Report on the third quarter of 2015 ⁄ 2016 P R O F I L E

PR O FI LEC L E R E G R O U P

With decisions taken at our general shareholder meetings on 1 December 2015 and 29 January 2016, the disposal of the operating

business was approved with effect as of 1 July 2015. The Group separated itself from its previous business model and its "Balda" corporate name.

The company will operate under the name "Clere AG" in the future. The change of corporate name was entered in the commercial register

on 8 April 2016.

The remaining Group will focus on attractive investments for its assets. We will seek high-return, long-term investments in this context.

Environmental and energy solutions will be considered, as well as the creation of a profitable portfolio of equity interests in medium-sized companies, whose focus can also lie within the area of environmental and energy

technology. This investment strategy will be supplemented by opportunistic, short-term financing situations, which frequently occur when infrastructure

projects are being created, in particular.

Business activities will focus on Europe.

04Clere AG Report on the third quarter of 2015 ⁄ 2016 L E T T E R T O S H A R E H O L D E R S

LE T T E R TO SHAREHOLDERS

D E A R S H A R E H O L D E R S ,

On 10 March 2016, as part of closing the transfer of ownership to the buyer (Stevanato), we sold all of the

operating activities. The renaming of Balda AG as Clere AG that was approved on 29 January 2016, and the

capital reduction, were entered in the commercial register on 8 April 2016, and the global certificate was also

exchanged. Due to the statutory six-month waiting period, the repayment to shareholders of the amounts from

the capital reduction is consequently the only item outstanding.

In the Brewer / Balda arbitration case, we had to attend a two-week negotiation marathon at the arbitration

court in the USA. On 19 April 2016, we published the award from this dispute concerning the variable purchase

price from the acquisition of US company C. Brewer. The amounts of around EUR 500,000 to be paid lay within

our expected range, and we had already made related provisions on our balance sheet.

As part of realigning our company, we identify some potential investment options for the coming months that

will enable us to gradually cover the company's running costs and return to profitability. We will concentrate in

this context on investments and participating interests in the environmental and energy technology area, asset

management, and private equity and financing for medium-sized companies.

Our decisions will focus on stable returns on invested capital and a long-term dividend policy.

Yours sincerely,

O L I V E R O E C H S L E S O L E M A N AG E M E N T B OA R D M E M B E R O F C L E R E AG

05Clere AG Report on the third quarter of 2015 ⁄ 2016 NOTES ON THE STRUCTURE OF THE REPORT ON THE THIRD QUARTER

NOTES ON THE STRUC- TURE OF THE REPORT

ON THE THIRD QUARTERA S O F 3 1 M A R C H 2 0 1 6

Following a bidding war, Clere AG submitted to voting by the Annual General Meeting (AGM) on 30 November and

1 December 2015 the disposal of the entire operating business, which the AGM then approved. Along with certain

individual assets, the disposal comprises the subsidiaries

— Balda Medical GmbH & Co. KG, Germany

— Balda Medical Verwaltungsgesellschaft mbH, Germany

— Balda C. Brewer, Inc., USA

— Balda Precision, Inc., USA

— Balda Medical Systems SRL, Romania.

The purchase agreement was closed on 10 March 2016. With this closing, all of these companies' assets and liabilities were

derecognized from the consolidated balance sheet. The disposal proceeds were reduced to reflect expenses connec-

ted with the disposal as well as indemnity guarantees. Together with the result from releasing the foreign currency

translation reserve, the deconsolidation result is recognized in the income statement. The details of this are as follows:

The income statement shows only the revenues, expenses, and profits and losses of the continuing operations. The

after-tax result for the discontinued operations is reported in a separate line. The related revenues, expenses, and

profits on losses are listed as a note in the notes to the financial statements.

IFRS provide no explicit rules on segment reporting for discontinued operations. Related literature consequently

denies the mandatory need for such reporting. The Management Board concurs with this opinion, and refrains from

segment reporting.

IN EUR MILLION

Disposal gain 95.0

Expenditure in connection with disposal (–) –2.5

Indemnity guarantees including taxes (–) –5.8

Net disposal gain 86.7

Non-current assets 40.9

Current assets 32.7

Long-term debt (–) –9.3

Short-term debt (–) –14.3

Net assets 49.9

Disposal proceeds 36.8

Liquidation of foreign currency translation reserve 3.9

Deconsolidation result 40.6

06Clere AG Report on the third quarter of 2015 ⁄ 2016 NOTES ON THE STRUCTURE OF THE REPORT ON THE THIRD QUARTER

The discontinued operations' results are still included in the figures for the cash flow statement, statement of

comprehensive income, and statement of changes in equity for the comparable period, which limits a direct

comparison. The cash flow statement nevertheless shows the discontinued operations' cash flows differentiated

according to operating, investing and financing activities.

07Clere AG Report on the third quarter of 2015 ⁄ 2016 T H E C L E R E A G S H A R E

T H E CLE R E AG S HAR E

P E R F O R M A N C E O F E Q U I T Y M A R K E T S A N D T H E C L E R E S H A R E

Equity markets recorded high volatility in the 1 July 2015 to 31 March 2016 period, albeit recovering slightly

towards the end of the reporting period. Volatile markets reflected not only weakening economic trends in China,

but also the emissions scandal at Volkswagen. This also affected the DAX index of leading German shares, which

fell by total of 9.8 % during the period under review. The high for the period of 11,802 points was reached during

intraday trading on 20 July 2015, with the low standing at 8,699 points during intraday trading on 11 February 2016.

High volatility also characterized the SDAX index. This index of second-line stocks performed well compared with the

main index, appreciating by 2.2 % in total. The SDAX registered its low for the period of 7,404 points during intraday

trading on 9 February 2016. The index high of 9,183 points was registered during intraday trading on 6 August 2015.

At the start of the reporting period, the Clere share continued to follow the markets' general trends. Its low of EUR 2.18

during the course of 9 February 2016 occurred in line with the indices' performance.

On 23 September 2015, however, the company issued an ad hoc announcement that it was intending to sell all

of its operating units, and that a corresponding agreement with Munich-based Paragon Partners had been signed.

The share price then rose significantly. On 1 October 2015, the company then received a higher offer from

Heitkamp & Thumann, with first Paragon and then also Heitkamp & Thumann increasing their offers again, before

Paragon withdrew. This bidding war, along with the company's dividend proposal, exerted a positive effect on the

share, which led it to reach its high of EUR 3.55 during intraday trading on 4 November 2015. The general

shareholder meetings on 30 November and 1 December 2015 then approved the dividend payment of EUR 1.10,

so that the share traded ex-dividend from 1 December 2015. As a non-binding offer had already been submitted by

Italy's Stevanato Group as of this date, however, the ex-dividend price failed to fall by the expected EUR 1.10. The

Stevanato Group then submitted a binding offer in Deceber 2015 that the Extraordinary General Meeting (EGM)

approved in January 2016 after another bidding war during the EGM. The divested operating units then transferred

to the Stevanato Group in March. The renaming of the remaining public stock corporation became legally effective

after the end of the reporting period.

The share appreciated by 7.4 % in the period under review—although the value enhancement would have amounted

to 52.9 % excluding the dividend payout. The closing price for the Clere share in the first nine months of 2015 / 2016

amounted to EUR 2.60, corresponding to a market capitalization of EUR 153.1 million.

08Clere AG Report on the third quarter of 2015 ⁄ 2016 T H E C L E R E A G S H A R E

— Clere share— SDA X— DA X

4,0 0

3,50

3,0 0

2,50

2,0 0

1,50J U LY AU G U S T S E P T E M B E R

O V E R V I E W O F T H E S H A R E PR I C E

O C T O B E R N O V E M B E R D E C E M B E R

C L E R E AG S H A R E C O M PA R E D T O D A X A N D S D A X ( I N D E X E D S H A R E P R I C E P E R F O R M A N C E F R O M 1 J U LY 2015 T O 31 M A R C H 2016)

JA N UA R Y F E B R UA R Y M A R C H

09Clere AG Report on the third quarter of 2015 ⁄ 2016 I N T E R I M M A N A G E M E N T R E P O R T

1. M AC R O E C O N O M I C T R E N D S

Global growth remained moderate in 2015 at 3.1 %, according to the International Monetary Fund (IMF). For 2016,

the IMF in its April 2016 World Economic Outlook (WEO) forecasts 3.2 % increase in world economic output, thereby

remaining approximately at the previous year's level. The IMF's January forecast had been slightly better at 3.4 %.

For 2017, the IMF expects the world economy to grow by 3.5 %, reflecting a 0.1 percentage point downgrade on its

January forecast. Growing financial market turbulence proved critical to this correction.

The IMF also slightly downgraded its forecast for the Eurozone in its most recent WEO, forecasting 1.5 % growth for

2016 (compared with the 1.7 % that it still expected in its January WEO Update). For 2017, the IMF has also slightly

downgraded its Eurozone growth forecast by 0.1 percentage points, and now assumes 1.6 %.

German economic growth amounted to 1.5 % last year, according to the IMF. For 2016, the IMF in its WEO reduced its

forecast by 0.2 percentage points, and now forecasts 1.5 % growth. Expectations were also revised slightly for 2017,

with the IMF now expecting economic output to grow by 1.5 % (the January WEO Update still forecast 1.6 %).

2 . S E C T O R T R E N D S

To date, statements concerning the sector trends for Clere AG have included exclusively the operating business areas.

After the disposal of the operating units, Clere AG is no longer active in these sectors.

For this reason, an observation of the sector trends of the discontinued operations of Clere AG is no longer of relevance

for the reporting period elapsed. The future sectors have not yet been defined conclusively for the public stock

corporation, which is to be reoriented, and are consequently not yet taken into account at this point.

3. SIG NIFIC ANT EVE NTS DUR ING THE FIRST NINE MONTHS OF THE 2015 / 2016 FINANCIAL YE AR

Realignment of the America segment and new "Ontario II" site The US subsidiary Balda C. Brewer will concentrate its previous four production sites into two locations in Ontario and

Oceanside, while at the same time significantly expanding cleanroom production areas.

The former production site of a medical technology group, including its installed technology, was taken over for this

purpose. This now offers the opportunity to further expand the business with medical technology products that require

cleanroom technology at the new "Ontario II" site. At the same time, the location in Oceanside is being expanded to

manufacture technical and fashion products.

Disposal of the entire operating business and EUR 2.00 per share dividend On 23 September 2015, Balda AG concluded a purchase agreement to divest its entire operating business for a purchase

price of EUR 63.0 million. The purchasers were acquirer companies managed by Munich-based investment company

Paragon. The purchase comprised all of the operating units of the Balda Group, namely Balda Medical GmbH & Co. KG

T H E 2014/2015 A N N UA L R E P O R T P R OV I D E S I N F O R M AT I O N A B O U T T H E D I S CO N T I N U E D O P E R AT I O N S' S E C T O R T R E N D S.

I N T E R I M M ANAG E - M E N T R E P O R T

A S O F 3 1 M A R C H 2 0 1 6

10Clere AG Report on the third quarter of 2015 ⁄ 2016

and Balda Medical Verwaltungsgesellschaft mbH, both of Bad Oeynhausen, Balda C. Brewer, Inc., and Balda Precision, Inc.,

both located in California, USA, as well as Balda Medical Systems SRL, Romania, and other assets.

The buyer would take over all of the employees of the operating units as well as the employees and management of

Balda AG. The Balda Group was to be continued and expanded further as an operating unit in line with its current

strategic orientation. A total of gross amount of approximately EUR 66.8 million would accrue to the Group from the

divestment (including the profit to be distributed for the financial year elapsed).

This agreement was subject to the suspensive condition that it be approved by the AGM of Balda AG and by anti-trust

authorities. The Management and Supervisory boards also wished to propose to the AGM the distribution of a EUR 1.10

per share dividend.

In addition, the Management and Supervisory boards wished to propose that, given approval of the purchase agree-

ment, the share capital be reduced from EUR 58,890,636.00 to EUR 5,889,063.00, with the share capital released being

repaid to shareholders. This corresponded to an amount of a further EUR 0.90 per current share. The AGM was also to

decide in this connection concerning a modification of the company's purpose and company name.

Heitkamp & Thumann submits second offer relating to disposal of entire operating business On 1 October 2015, Balda AG received a further offer: Düsseldorf-based Heitkamp & Thumann Group ("H&T") submitted

a notarized offer dated 30 September 2015 with a purchase price of EUR 70 million.

This offer would also comprise the purchase of all of the operating units of the Balda Group and further assets. H&T

was also offering to take over all of the employees of the operating units as well as the employees of Balda AG. No

acquisition of the "Balda" brand was intended, on the other hand. Given acceptance of the offer, a total gross amount

of approximately EUR 73.9 million would accrue to the company from the divestment (including the profit to be

distributed for the financial year elapsed).

H&T had already conducted due diligence at Balda and negotiated with Balda concerning the purchase of the

operating business, but its previous offer as of that date was inferior, as a consequence of which the company signed the

agreement with Paragon. With the offer that H&T submitted on 1 October 2015, it presented a significant improvement

on the purchase price that it had offered previously.

Along with the purchase agreement that was concluded with Paragon on 23 September 2015, the company was

consequently then presented with a second offer. Both offers were subject to AGM approval. As a precondition for the

conclusion of the notary purchase agreement dated 23 September 2015, Paragon had required that Elector GmbH

(as the largest shareholder of Balda AG with around 29.43 % of the shares) be obligated to vote at the forthcoming AGM

in favor of the disposal to Paragon. Elector GmbH agreed to this in the interests of concluding the agreement.

Balda AG receives improved offer from Paragon, two-day AGM scheduled With a notarized offer dated 20 October 2015, Paragon offered to increase the purchase price from previously

EUR 62.9 million to currently EUR 65.9 million. Under the previous purchase agreement, the option existed for Paragon to

require that Balda AG (or an affiliated company) grant a vendor loan for an amount of up to EUR 25 million at an interest

rate of 7.5 % above three-month EURIBOR with a term of up to three years. Paragon was entitled to make early repay-

ment of the loan as of each quarter-end.

In the offer dated 20 October 2015, Paragon offered to increase the loan amount by EUR 3 million to EUR 28 million, firmly

commit to draw down the loan, and refrain from early repayment. This would have prospectively generated a further

approximately EUR 6.2 million for Balda AG over the subsequent three years (assuming that EURIBOR were to have

remained largely unchanged). A total amount (before indemnities, taxes and costs) of around EUR 75.9 million would

have accrued to the company from the disposal to Paragon (including the profit to have been distributed for the

financial year elapsed) and from the interest payments on the loan spread over three years.

Both the improved offer from Paragon and the purchase agreement that had already been concluded with Paragon

would have elapsed entirely if H&T (or a third party) were to have increased the purchase price from its offer to at least

I N T E R I M M A N A G E M E N T R E P O R T


EUR 74 million. If such an event were to have occurred, Balda AG would also have been obligated to make an indemnity

payment of EUR 1.4 million to Paragon.

This improved agreement was also subject to the suspensive condition that it be approved by the AGM of Balda AG and

by anti-trust authorities.

Due to the offers that were submitted, the Management Board arranged, by way of precaution, that the 2015 AGM be

scheduled for two days, 30 November and 1 December 2015. At this AGM, both the purchase agreement concluded

with Paragon in the offer version dated 20 October 2015 and the offer from H&T dated 30 September 2015 were to be

submitted to shareholders for voting. The commitment on the part of Elector GmbH, which holds an approximately

29.43 % interest in the shares of Balda AG, to vote in favor of the disposal to Paragon was also applicable for the purchase

agreement with Paragon in the version of the improved offer.

Irrespective of the two offers, a dividend of EUR 1.10 per share was to be distributed, and additionally, subject to the

disposal of the operating business, income from a planned capital reduction of EUR 0.90 per share was to be distributed

to the shareholders, along with the modification of the company's purpose. Acceptance of the offer from H&T would

have not required a modification of the business same prospectively.

Thumann Group increases offer to EUR 74 million to purchase entire operating business, with purchase agreement with Paragon thereby lapsing On 30 October 2015, the Management Board of Balda AG received an improved offer from H&T with a purchase price

of EUR 74 million, thereby satisfying the conditions relating to the expiry of Paragon's offer and original purchase

agreement.

Balda AG was consequently obligated to make an indemnity payment of EUR 1.4 million to Paragon. (The payment

occurred on 2 November 2015.)

The improved offer from H&T was valid until 31 March 2016. Apart from the higher purchase price and the extended

period to accept the offer, the original offer of H&T was unchanged. With the lapsing of the purchase agreement

with Paragon, the voting commitment of Elector GmbH, as the largest shareholder of Balda AG, also lapsed.

This improved offer from H&T was also subject to the suspensive condition that it be approved by the AGM of Balda AG.

Stevanato Group of Italy submits non-binding EUR 80 million offer for operating units On 26 November 2015, the Management Board of Balda AG received a non-binding offer from the Stevanato Group of

Italy ("Stevanato"). The offer comprised a purchase price of EUR 80 million, and was based on the H&T offer in terms of

structure and guarantees.

Subject to conclusive due diligence and preparation of final contractual documentation, Stevanato also held out the

prospect of a binding, notarized offer by 14 December 2015, 24:00 hours.

As Stevanato's offer was not binding, the Management Board also announced that the offer would not form a subject

for the 2015 AGM.

AGM on 30 November and 1 December 2015 in Hanover—voting on the H&T offer The AGM for the 2014 / 2015 financial year was held on 30 November and 1 December 2015 in Hanover. The shareholders

of Balda AG approved with a large majority the disposal of the operating units to H&T. A further subject of the general

debate was the as yet non-binding offer submitted by Stevanato. Shareholders were again informed that, should the

Stevanato Group submit a binding offer by the 14 December 2015 deadline, Balda AG would hold a vote on this offer at

an EGM to be newly convened.

The dividend payout of EUR 1.10 per share and the 10:1 capital reduction were also approved. A further agenda item

was the vote concerning the future corporate purpose: here, too, shareholders approved the planned alignment as a

financier of medium-sized companies (acquisition, holding, management and disposal of interests in companies and

entities both in Germany and abroad, as well as the investment of capital in other assets of any type).



Stevanato presents binding offer, EGM convened after review by Management and Supervisory boards On 14 December 2015, Balda AG received a binding offer from Stevanato relating to the disposal of its entire operating

business for an acquisition price of EUR 80 million. The binding offer from Stevanato was based on the offer from H&T,

although in part it contained different guarantees and indemnities from the sellers. Stevanato was also offering to take

over all of the employees of the operating units as well as the employees of Balda AG. By contrast with H&T, Stevanato

also aimed to acquire the "Balda" brand, along with related (intangible) assets.

The Management and Supervisory boards reviewed Stevanato's offer immediately, announcing on 15 December 2015

that they regarded it as preferable to the offer from H&T, taking all circumstances into account.

The AGM of Balda AG on 30 November and 1 December 2015 had already voted in favor of the binding offer from the

H&T Group relating to the disposal of its entire operating business at an acquisition price of EUR 74 million. Balda AG had

not yet accepted this offer, however.

For this reason, the Management and Supervisory boards convened in the EGM on 29 January 2016 in Hanover. The

disposal to the Stevanato Group, entailing the cancellation of the resolution passed by the AGM on 30 November and

1 December 2015, was to be submitted at this EGM to shareholders for approval.

EGM approves Stevanato offer with significant majority, as well as the new name "Clere AG" for remaining company At the 29 January 2016 EGM in Hanover, Balda AG shareholders approved the disposal of the entire operating business

to the Stevanato Group of Italy. The EGM had been convened in order to vote on the divestiture to the Stevanato Group.

Stevanato had submitted a binding offer with an EUR 80 million purchase price on 14 December 2015.

As the words of welcome and introduction were being delivered by Supervisory Board Chairman Dr. Thomas van Aubel,

a new binding offer from the Düsseldorf-based Heitkamp & Thumann Group reached Balda, comprising a bid of

EUR 90 million with a reduced maximum liability limit for the Balda Group arising from EUR 5.4 million of contractual

warranties (before attributing indemnities). After examination by the Management and Supervisory boards, this offer

was evaluated as more attractive, as a consequence of which the Management and Supervisory boards recommended

acceptance of this improved offer from the Heitkamp & Thumann Group.

In turn, the Stevanato Group in the afternoon submitted an improved binding offer of EUR 95 million, with a maximum

liability limit for the Balda Group arising from contractual warranties of EUR 5.7 million (before attributing indemnities).

After renewed examination, the Management and Supervisory boards in turn appraised the new improved offer from

the Stevanato Group as preferable.

After an in-depth general debate, the shareholder meeting voted in favor of the disposal of the operating units of the

Balda Group to the Stevanato Group at a purchase price of EUR 95 million. In addition, shareholders also approved with

a large majority the modification of the company's purpose, the renaming of the remaining company as Clere AG, and

the 10:1 capital reduction.

Closing of purchase agreement with Stevanato After Balda AG had accepted the purchase offer of Italy's Stevanato Group on 4 February 2016, the transfer of ownership

occurred with the closing on 10 March 2016. All of the Balda Group's operating units and other assets transferred to the

Stevanato Group as a consequence. The Stevanato Group paid the purchase price of EUR 95 million on the closing date

4 . R E S U LT S O F O P E R AT I O N S

The following comments concerning the results of operations relate to the income and expenses of the continuing

operations. Trends in the discontinued operations are commented upon separately below.



Continuing operations After the divested operating business was reclassified as discontinued operations, no more sales revenues are reported

in the continuing operations.

At EUR –5.1 million, the consolidated result before interest and tax (EBIT) was down by EUR 1.9 million compared

with the previous year's figure, mainly reflecting other operating expenses, comprising chiefly expenses for legal and

advisory services, and investor relations. The higher other operating expenses are due mainly to an increased level

of costs for litigation in the USA (EUR 2.1 million), and additional costs for the AGM and expenses for the EGM (totaling

EUR 0.9 million). The arbitration proceedings in the USA ended in April 2016 with a judicial decision. The judge set the

decision to the level of the amount for which the Group had already formed a provision (EUR 0.5 million). The Group has

incurred no further charges on its earnings as a consequence.

The fall in the net interest result is due mainly to the lower level of interest rates on money market deposits. The previous

year's other net financial result includes currency gains from the measurement of intragroup loans as of the balance

sheet date. In the current financial year, a slight loss was incurred due to a countervailing trend in the US dollar to euro

exchange rate. Intragroup foreign currency loans were settled in the reporting period, with the current status thereby

incurring no future currency fluctuations.

The slightly negative net financial result fed through to a result before tax (EBIT) of EUR –5.1 million, while in the

comparable period the high level of currency gains resulted in EBT of EUR 4.0 million.

Higher tax expenses were incurred in the reporting period due to the deconsolidation of the subsidiaries and the there-

with connected liquidation of deferred taxes. After taking taxes on income into account, the result from the continuing

operations amounted to EUR –7.9 million, compared with EUR 2.5 million in the previous year's equivalent period.

Disontinuing operations The income and expenses of the discontinued operations are as follows:

The fall in revenue reflects the accelerated withdrawal of plastics business by a major customer in the USA. The third

quarter already reports a lack of revenue from the Irvine location, which was closed as of January 2016 as the result of a

major customer relocating its production.

Other operating income includes the EUR 43.1 million disposal gain from the divestiture of the operating business.

Furthermore, in connection with the planned disposal of the operating business, expenses are included as one-off

effects in personnel expenses (EUR 0.6 million) and other operating expenses (EUR 1.9 million).


IN EUR MILLION2015 / 2016

(01.07. – 31.03.)2014 / 2015

(01.07. – 31.03.)

Sales revenues 56.8 61.9

Total operating revenue 56.6 61.4

Other operating income 45.1 1.8

Cost of materials 21.2 23.6

Staff costs 21.5 23.7

Other operating expenses 12.1 10.0

EBITDA 46.9 5.9

EBIT 44.8 2.4

EBT 44.8 2.4

Taxes on income 0.8 0.5

Consolidated net income 44.0 1.9

Earnings per share

Earnings per share in euros – diluted and undiluted(Number of shares in issue: 58,891 thousand) 0.75 0.03


The previous-year period included EUR 0.4 million of extraordinary items. Earnings before interest, tax, depreciation

and amortization (EBITDA) adjusted for extraordinary and one-off effects consequently amounted to around

EUR 5.0 million in the period under review, compared with EUR 6.4 million in the previous year.

In the half-year report as of 31 December 2015, in the case of the reclassification of the subsidiaries planned for sale as

discontinued operations, the related carrying amounts are measured at fair value. The EUR 1.5 million of impairment

losses that were incurred were offset by upvaluation of property, plant and equipment as well as intangible assets.

5. N E T A S S E T S

The Clere Group's total assets of EUR 218.8 million as of the 31 March 2016 balance sheet date were only slightly

below their level at the end of the 2014 / 2015 financial year (EUR 265.8 million). This is due to the EUR 64.8 million

dividend paid in December 2015, and the consolidated net result with the deconsolidation gain on the disposal of

the operating business. The consolidated balance sheet structure at the end of the period is affected by the removal

of the divested assets and liabilities, as well as a higher cash position.

The details of the disposals and balance sheet items as of 31 March 2016 on the assets side of the balance sheet are

as follows:

The higher level of cash compared with the level reported at the end of the previous year (EUR 139.5 million) arises

from the purchase price paid by the Stevanato Group less the payout in December 2015 of the dividends to the

shareholders of Clere AG.

After the end of the reporting period, the Group reports a total of EUR 217.0 million of cash (consisting of cash,

financial investments, and short-term money market deposits reported under the "other current assets" item).

On the equity and liabilities side of the balance sheet, the disposals and liability items as of 31 March 2016 are as

follows:

IN EUR MILLION BEFORE SALE OUTFLOW INFLOW

AMOUNT RECOGNIZED ON BALANCE SHEET AFTER

SALE

AMOUNT RECOGNIZED ON BALANCE

SHEET

Non-current assets 56.5 41.0 0.0 15.5 57.1

Current assets1 51.7 26.1 0.0 25.6 69.2

Cash 89.2 6.6 95.0 177.6 139.5

1 Without cash.

ASSETS

31.03.2016 30.06.2015

IN EUR MILLION BEFORE SALE OUTFLOW INFLOW

AMOUNT RECOGNIZED ON BALANCE SHEET AFTER

SALE

AMOUNT RECOGNIZED ON BALANCE

SHEET

Equity 160.6 3.9 43.2 199.9 234.1

Non-current liabilities 10.3 9.4 0.0 0.9 5.8

Current liabilities 26.5 14.1 5.6 18.0 25.9

EQUIT Y AND LIABILITIES

31.03.2016 30.06.2015


The EUR 34.2 million reduction in consolidated equity to EUR 199.9 million is attributable to countervailing effects.

The EUR 64.8 million dividend paid out of unappropriated profit reduced equity, while the consolidated earnings for

the period (EUR 36.1 million) increased equity. The equity ratio nevertheless rose to 91.4 % as of the 31 March 2016

reporting date due to the lower level of total assets, compared with 88.1 % at the end of the last financial year.

6 . F I N A N C I A L P O S I T I O N

At the end of the third quarter of 2015 / 2016, the cash position of the Clere Group stood at EUR 177.6 million,

compared with EUR 139.5 million at the end of the 2014 / 2015 financial year.

Cash flow from operating activities totaled EUR –2.9 million in the period under review (previous year: EUR 1.6 million).

The negative cash flow arises mainly from lower business volumes in the discontinued operations, as well as high

costs for advice connected with legal cases and the shareholder general meetings during the period under review.

Cash inflows from investing activities amounted to EUR 113.3 million during the first nine months of the year (previous

year: cash outflow of EUR 43.5 million). The disposal of the operating business generated a EUR 95.0 million cash

inflow for the Group, while the disposal of the subsidiaries entailed a total EUR 6.6 million cash outflow. Moreover,

EUR 20.0 million accrued to the Group as part of short-term financial management.

Cash outflows from financing activities stood at EUR 65.0 million, compared with the prior-year period when

EUR 0.1 million of bank borrowings were repaid. Along with EUR 0.2 million of repayment of bank borrowings,

EUR 64.8 million of dividends were paid to the shareholders of Clere AG in the period under review.

The continuing operations comprised a total of EUR 217.0 million of cash (cash plus short-term and long-term money

market investments).

7. S E G M E N T P E R F O R M A N C E

The requirement to report on the Group's operating segments lapsed after the reclassification of the assets and

liabilities, and income and expenses, of the divested operating business.

8 . E M P L OY E E S

The Group employed a total of 7 members of staff as of the 31 March 2016 reporting date. The comparable number

of employees for the continuing operations stood at 8 individuals as of 30 June 2015.

The disposal of the operating business entailed the departure of 773 employees from the Group. Of the individuals

leaving the Group, 525 are attributable to the America segment (30 June 2015: 565 employees) and 248 to the former

Europe segment (30 June 2015: 217 employees).

9. O V E R A L L S TAT E M E N T O N T H E F I R S T N I N E M O N T H S

Preparations connected with the disposal of the operating business and the AGM comprised the main factors

determining activities within the Group during the first nine months of the financial year. The decision in favor of the

disposal required a separation of income and expenses, as well as assets and liabilities, according to continuing and

discontinued operations.

The continuing operations were affected mainly by existing litigation and the AGM, which resulted in a higher

level of legal and advisory costs. EBIT of EUR –5.1 million reflected a corresponding year-on-year deterioration.

F O R M O R E I N F O R M AT I O N O N T H I S T O P I C , P L E A S E R E F E R T O O U R R E M A R K S I N T H E A B B R E V I AT E D N O T E T O T H E F I N A N C I A L S TAT E M E N T S O N PAG E 19.


The net interest result and other net financial income were at almost breakeven on a net basis. Higher tax expenses

due to the liquidation of deferred taxes fed through to a EUR –7.9 million result after tax from continuing operations.

Cash increased by around EUR 32 million, mainly due to the acquisition price payment reduced to reflect the

dividend payout. Cash and cash equivalents of approximately EUR 217 million existed within the Group as of the

balance sheet date. The Group thereby has sufficient resources to finance a planned capital reduction and develop

its business in the future.

In the discontinued operations, business fell due to a major customer in America withdrawing production earlier than

announced. By contrast, the translation of US dollar revenues into euros applying a lower US dollar to euro exchange

rate fed through to sales revenue growth.

The results of the discontinued operations were affected by gains connected with the disposal of the operating

business. These exerted a EUR 40.6 million positive effect on EBIT after deducting indemnities, guarantees and

disposal costs.

10. E V E N T S A F T E R T H E R E P O R T I N G P E R I O D

Change of name to Clere AG A resolution was passed at the 29 January 2016 EGM to rename Balda AG as Clere AG in the future. The new name and

the amended corporate purpose were entered in the commercial register on 8 April 2016, thereby becoming legally

effective.

The company is now present on the Internet as www.clere.de, providing information about its new strategic and

operational direction.

Ending of the Brewer arbitration proceedings The arbitration proceedings in the USA between the sellers of Balda C. Brewer, Inc. and BIUSA LLC (operating formerly

under the corporate name of Balda Investments USA LLC), a wholly-owned subsidiary of the company, ended with

an award. The sellers of Balda C. Brewer, Inc. had filed for damages by way of in requesting arbitration at the end

of December 2014, which BIUSA LLC then appealed against. BIUSA LLC is required to pay an amount of around

EUR 0.5 million to the plaintiffs pursuant to the award. The arbitration proceedings (request for arbitration including

appeal) have been settled as a consequence. It remains to be seen whether the opposing party will continue with the

civil proceedings for which it is aiming.

Reorganization of stock market listing following capital reduction The reorganization of the stock market listing of the company shares occurred as part of the regular reduction of

its share capital through a reverse stock split.

The company's shares, which have undergone a 10:1 reverse stock split, have been listed since 22 April 2016 on the

Frankfurt Stock Exchange under WKN A2AA40 / ISIN DE000A2AA402. The company's shares that have thereby been

consolidated are securitized in a global certificate under WKN A2AA40 / ISIN DE000A2AA402, which is deposited at

Clearstream Banking AG, Frankfurt / Main.

Takeover offer by Elector GmbH Elector GmbH announced on 8 April 2016 pursuant to Section 35 (1) Clause 1 of the German Securities Takeover Act

(WpÜG) in combination with Section 10 (3) Clauses 1 and 2 (WpÜG) and Section 2 No. 6 of the German Securities

Trading Notification and Insider Directory Ordinance (WpAIV) that on 6 April 2016 it gained control over the target

company. After acquiring 871,143 ordinary bearer shares at a price of EUR 2.55, Elector GmbH increased its interest

to 18,202,826 shares. After implementing both capital reductions in April 2016, Elector GmbH currently holds

1,820,282 voting rights of a total of currently 5,889,063 voting rights in Clere AG. This corresponds to 30.91 % of the voting

right in Clere AG.

CO R P O R AT E W E B S I T E : W W W.C L E R E . D E

F O R M O R E I N F O R M AT I O N O N T H I S T O P I C , P L E A S E V I S I T O U R W E B S I T E AT W W W.C L E R E . D E .

T H E A N N O U N C E M E N T O F T H E G A I N I N G O F CO N T R O L C A N B E D O W N -LOA D E D F R O M T H E I N T E R N E T AT H T T P:// W W W. E L E C T O R-A N G E B O T. D E .


Elector GmbH has published a takeover offer on 10 May 2016. The offer is for EUR 25.50 per Clere share. The

acceptance period runs from 10 May until 7 June 2016 (24:00 hours).

After the 31 March 2016 reporting date, no other events occurred of major significance to the Group's financial position

and performance.

11. R E P O R T O N O P P O R T U N I T I E S A N D R I S K S

The consolidated financial statements as of 30 June 2015 include a detailed presentation of risk management

within the Group and a description and appraisal of all significant opportunities and risks as of that date. The divesti-

ture of the operating business units changes the report on risks fundamentally.

All risks and opportunities pertaining to the operating business activities discontinue as a consequence, while the

risks arising from processing the agreement with the acquirers are newly added. These risks are described in detail

in the Management Board report published for the EGM. They relate to:

— Warranties relating to the quality and state of the target entities

— Warranties relating to the operating activities of the target entities

— Obligation to pay any taxes before the cut-off date

— Obligation to provide indemnity arising from litigation and obligations to the Brewer family arising from the

— purchase agreement, respectively their service contracts

— Obligation to provide indemnity arising from potential further litigation in the USA.

The sum of indemnities (except taxes) is limited to EUR 2.0 million. The sum of warranties and exemptions arising from

the new Stevanato offer dated 29 January 2016 is limited to a total of EUR 5.7 million.

The pending arbitration proceedings with the former sellers of the US companies ended in April 2016 with an award.

The payment that was set was equivalent to the risk for which the company had already formed a provision. It remains

uncertain whether the sellers will continue with the civil proceedings for which they are aiming.

For more information, please refer to the report on opportunities and risks contained in the consolidated financial

statements as of 30 June 2015, as well as the Management Board report for the EGM of 29 January 2016.

12 . O U T L O O K

We see the Group's comprehensive income for the 2015 / 2016 financial year as being approximately equivalent to

the quarterly results as of 31 March 2016. This includes estimated risks for guarantees and indemnities arising from

the divestiture of the operating business. This result can be reduced through a continuation of the civil proceedings

conducted by the former sellers of the US companies, the Brewer family, in the USA.

The Management Board is currently concerning itself with the strategy and future prospects relating to the new ac-

tivities of the Group that is to be continued. This also entails assessing the growth and return targets taking potential

opportunities and risks arising from the new product areas into account. A decision about how to proceed will not

be taken until the fourth quarter of this financial year.

18Clere AG Report on the third quarter of 2015 ⁄ 2016 S E L E C T E D N O T E S T O T H E F I N A N C I A L S TAT E M E N T S

S E LEC T E D N OT E S TO T H E FI NAN CIAL

S TAT E M E N T S

G E N E R A L I N F O R M AT I O N

Clere Aktiengesellschaft (formerly: Balda Aktiengesellschaft) has its corporate headquarters in Bad Oeynhausen,

Germany. The change of the company's name is entered in the commercial register on 8 April 2016.

These interim financial statements as of 31 March 2016 were prepared in accordance with International Financial

Reporting Standards (IFRS) as applicable in the European Union (EU). The accounting methods applied are in

accordance with EU guidelines for the preparation of consolidated financial statements.

Unless indicated otherwise, all figures are stated in thousands of euros (EUR thousand).

The financial statements of the companies included in the consolidated financial statements are based on uniform

accounting policies that comply with IFRSs as adopted by the European Union (EU).

S C O P E O F C O N S O L I DAT I O N

Along with Clere AG, the consolidated financial statements for the first nine months of the 2015 / 2016 financial year

include four German and eight foreign subsidiaries on the basis of full consolidation. This includes two domestic and

three foreign subsidiaries that were deconsolidated in March 2016.

AC C O U N T I N G P O L I C I E S

In accordance with the provisions of IAS 34, a report format was selected that is shorter than the consolidated

financial statements as of 30 June 2015. In preparing the interim consolidated financial statements, the same

accounting, measurement and consolidation methods were applied as in the consolidated financial statements for

the 2014 / 2015 financial year. These comply with the rules outlined in IAS 34 (Interim Financial Reporting).

The basic principles and methods underlying the estimates for the interim financial statements have not changed

compared with prior periods (IAS 34.16 (d)). The accounting, consolidation and measurement methods are explained

in detail in the notes to the financial statements for the period ended 30 June 2015. The utilization of the options

included in IFRS is also explained there.

Non-current assets (or groups of assets) that are classified as held for sale are to be recognized at the lower of their

carrying amount and fair value less costs of disposal (IFRS 5 in combination with IAS 36). Where the carrying amounts

exceed the fair value less costs of disposal, an impairment loss is to be recognized. Such an impairment loss is

applied initially to any existing goodwill, and any surplus loss is then allocated proportionally to the property, plant

and equipment, and to intangible assets.


A subsequent increase in fair value less costs of disposal for an asset is to be recognized as a gain, albeit only to the level

of the cumulative impairment loss.

The exchange rates taken as basis for the currency translation related to EUR 1.00 changed as follows:

S E G M E N T R E P O R T I N G

Following the AGM approval on 1 December 2015 of the disposal of the operating subsidiaries, the related assets and

liabilities, as well as income and expenses, are to be reported as discontinued operations separately from the continuing

operations. Consequently, for the America and Europe regions that represented the Group's operating segments, the

entire operating business with the assets and liabilities in these segments is no longer applicable. IFRS provide no explicit

rules on segment reporting for discontinued operations. Related literature consequently denies the mandatory need for

this type of disclosure in the notes to financial statements.

Only the holding companies in Europe, America and Asia remain as continuing operations within the Group as of the

balance sheet date. The holding companies currently have no operating activities of their own, and consequently also

generate no sales revenues of their own. For this reason, they do not comprise operating segments in the meaning of

IFRS, and as a consequence are not required to be reported upon as segments

S TAT E M E N T O F C A S H F L O W S

Concerning the notes to the statement of cash flows, please refer to the remarks about cash flow in section 6 "Financial

position" in this interim management report.

I N C O M E S TAT E M E N T

With the AGM decision on 1 December 2015 to sell the operating business, a separation is to be made between

continuing and discontinued operations. The following section presents remarks concerning only the Group's

continuing operations. For more information, please refer to the comments on the results of operations in the

interim management report (pages 12 to 14).

Other operating income includes mainly income relating to other accounting periods deriving from the release of pro-

visions.

Other operating expenses chiefly comprise legal and advisory services, and expenses for investor relations. The

EUR 1.8 million year-on-year increase in costs arises from the greater utilization of external services especially in connection

with existing litigation in America, as well as higher expenses for the AGM and EGM.

For the continuing operations, the Group's earnings position is negative as a result of a lack of income. EBIT was down by

EUR 1.9 million year-on-year to EUR –5.1 million due to EUR 3.0 million of special effects (prior-year period: EUR 0.9 million).

BID SPOT RATE ONBALANCE SHEET DATE AVERAGE RATE

31.03. 30.06. 01.07. – 31.12.

CURRENCIES ISO CODE 2016 2015 2015 / 2016 2014 / 2015

US-Dollar USD 1.1357 1.1094 1.1035 1.2291

Malaysian ringgit MYR 4.4462 4.1894 4.6078 4.1667

EXCHANGE R ATE


The fall in the net interest result is due mainly to the lower level of interest rates on money market deposits. The

previous year's other net financial result includes currency gains from the measurement of intragroup loans as of the

balance sheet date. In the current financial year, slight losses were incurred due to countervailing fluctuations in the

US dollar to euro exchange rate.

The Group incurred higher tax expenses due to the high disposal gain, and in connection with the unwinding of

deferred tax assets in connection with the disposal of subsidiaries. The result after taxes from the continuing operations

amounted to EUR –7.9 million. In the previous year, the comparable result amounted to EUR 2.5 million due to high

currency gains.

Earnings after tax on the discontinued operations stood at EUR 44.0 million as a consequence of the significant

deconsolidation result (prior-year period: EUR 1.9 million).

The first nine months of the 2015 / 2016 financial year the total Group's result ended with a positive amount of

EUR 36.1 million. The previous year's period reported a positive result of EUR 4.5 million.

Besides the result for the total Group, other comprehensive income (EUR –5.6 million) in the statement of comprehensive

income includes mainly the foreign subsidiaries' results from the translation of the statements of financial position and

income statements denominated in foreign currencies.

S T R U C T U R E O F T H E S TAT E M E N T O F F I N A N C I A L P O S I T I O N

The total assets of the Clere Group of EUR 218.8 million as of 31 March 2016 were below their level as of the 30 June 2015

comparable reporting date (EUR 265.8 million). The lower level of total assets derives from the EUR 64.8 million dividend

that was paid in December 2015, and the countervailing effect from the disposal of the operating business.

The structure of the statement of financial position as of 31 March 2016 reflects the disposal of the discontinued

operations' assets and liabilities, and the receipt of the acquisition price payment. Concerning the effects on the

individual items of the statement of financial position, please refer to the remarks about the net assets position on

pages 14 and 15 of the interim management report.

On the assets side of the statement of financial position, non-current assets of EUR 41.0 million were disposed of, still

amounting to EUR 15.6 million as of the reporting date.

Current assets reduced by EUR 32.7 million due to the deconsolidation of the divested assets and the EUR 64.8 million

dividend payout in December 2015. Moreover, the receipt of the EUR 95.0 million acquisition price increased cash and

cash equivalents. Overall, current assets were down by EUR 5.4 million to EUR 203.3 million.

The Clere Group's equity fell as a result of the dividend payout. This was offset by the high level of earnings that the total

Group generated. Equity amounted to EUR 199.9 million as of 31 March 2016 (prior-new level: EUR 234.1 million).

R E L AT E D PA R T Y D I S C L O S U R E S

Along with the companies included in the consolidated financial statements, companies, individuals and individuals

in key management positions exist that are parties related to the Clere Group in the meaning of IAS 24. Apart from

compensation paid to the Management and Supervisory boards, no business relationships existed with such individuals

or companies in the period under review.

Supervisory Board Chairman Dr. Thomas van Aubel is the sole shareholder of Elector GmbH, Berlin. Following a further

share purchase, Clere AG holds a 30.9 % interest, thereby exerting significant influence over the business of Clere AG.

Dr. Thomas van Aubel received dividends of TEUR 19,065 via Elector GmbH pursuant to the general terms and conditions

of business.


O T H E R F I N A N C I A L O B L I G AT I O N S

Other financial obligations—largely consisting of rental and lease obligations, and purchase order commitments for

investments—for the continuing operations amounted to EUR 0.1 million as of 31 March of the current financial

year (30 June 2015: EUR 0.2 million).

P R E PA R AT I O N O F T H E I N T E R I M F I N A N C I A L S TAT E M E N T S

The consolidated statement of financial position, statement of comprehensive income, statement of cash flows,

statement of changes in equity, interim management report and the condensed notes to the financial statements

prepared as of 31 March 2016 were neither audited nor reviewed by an auditor. They were prepared for this set of interim

financial statements.

Forward-looking statements generally contain uncertainties. This interim report contains statements that relate to the

future performance of Clere AG. Such statements are based on assumptions and estimates. Although the Management

Board is confident that the forward-looking statements are realistic, this cannot be guaranteed. The assumptions contain

risks and uncertainties that could result in actual events deviating from expected events.

R E S P O N S I B I L I T Y S TAT E M E N T

To the best of my knowledge, and in accordance with the applicable reporting principles for interim financial reporting,

the interim consolidated financial statements give a true and fair view of the financial position and performance of the

Group, and the Group interim management report includes a fair review of the development and performance of the

business and position of the Clere Group, together with a description of the material opportunities and risks associated

with the expected development of the Group over the remaining months of the financial year.

Bad Oeynhausen, 12 May 2016

O L I V E R O E C H S L E S O L E M A N AG E M E N T B OA R D M E M B E R O F C L E R E AG

22CO N S O L I DAT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

ASSETS31.03.2016

EUR THOUSAND30.06.2015

EUR THOUSAND

A. NON-CURRENT ASSETS

I. Property, plant and equipment 5 19,568

1. Land and buildings 0 9,395

2. Machinery and equipment 0 8,967

3. Fixtures, furniture and office equipment 5 613

4. Advance payments and construction in progress 0 593

II. Goodwill 0 9,696

III. Intangible assets 32 8,188

IV. Financial assets 15,000 15,000

1. Financial investment 15,000 15,000

V. Deferred taxes 532 4,685

Non-current assets 15,569 57,137

B. CURRENT ASSETS

I. Inventories 0 9,150

1. Raw materials and supplies 0 4,065

2. Work in progress and finished goods and merchandise 0 5,085

II. Trade receivables 0 12,771

III. Other current assets 24,993 47,119

IV. Current tax assets 612 183

V. Cash 177,646 139,477

Current assets 203,251 208,700

TOTAL ASSETS 218,820 265,837

CO N S O LI DAT E D S TAT E M E N T

O F FI NAN CIAL P OS I T I O N

O F C L E R E A G A S O F 3 1 M A R C H 2 0 1 6

Clere AG Report on the third quarter of 2015 ⁄ 2016

23

EQUITY AND LIABILITIES31.03.2016

EUR THOUSAND30.06.2015

EUR THOUSAND

A. EQUITY

I. Subscribed capital 58,891 58,891

II. Reserves 30,476 36,037

III. Net retained profits 110,532 139,185

1. Consolidated net income 36,127 –12,743

2. Retained profits brought forward 74,405 151,928

Equity, Group 199,899 234,113

B. NON-CURRENT LIABILITIES

I. Bank loans 0 205

II. Deferred taxes 912 2,594

III. Non-current provisions 6 181

IV. Non-current financial liabilities 0 2,796

Non-current liabilities 918 5,776

C. CURRENT LIABILITIES

I. Trade payables 1,314 5,854

II. Other current financial / non-financial liabilities 7,002 5,097

III. Advance payments received 0 3,614

IV. Short-term bank borrowings and short-term loans 0 363

V. Income tax liabilities 7,485 7,445

VI. Current provisions 2,202 3,575

Current Liabilities 18,003 25,948

TOTAL EQUITY AND LIABILITIES 218,820 265,837

CO N S O L I DAT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N



24CO N S O L I DAT E D I N CO M E S TAT E M E N T

O F C L E R E A G F O R T H E P E R I O D F R O M 1 J U L Y 2 0 1 5 – 3 1 M A R C H 2 0 1 6

CO N S O LI DAT E D I N CO M E

S TAT E M E N T

IN EUR THOUSAND2015 / 2016

(01.01. – 31.03.)2014 / 2015

(01.01. – 31.03.)2015 / 2016

(01.07. – 31.03.)2014 / 2015

(01.07. – 31.03.)

Sales revenues 0 0 0 0

Changes in inventories of finished goods and work in progres 0 0 0 0

Total operating revenue 0 0 0 0

Other operating income 78 61 196 253

Cost of materials 0 0 0 0

Staff costs 389 302 940 900

Depreciation, amortization and impairment losses 18 14 45 44

Other operating expenses 2,133 1,052 4,277 2,489

Profit / loss from operations (EBIT) –2,462 –1,307 –5,066 –3,180

Net interest income / expense 41 208 176 623

Other finance income (net) –67 2,269 –209 6,598

Earnings before taxes (EBT) –2,488 1,170 –5,099 4,041

Taxes on income 3,254 561 2,816 1,495

Earnings continuing operations –5,742 609 –7,915 2,546

Earnings discontinued operations 43,942 106 44,042 1,933

Consolidated net results 38,199 715 36,127 4,479

Earnings per share:

Number of shares, diluted and basic (in thousands) 58,891 58,891 58,891 58,891

Earnings per share (EUR)—diluted and basic 0.65 0.01 0.61 0.08


25CONSOLIDAT ED S TAT EMEN T OF COMPR EHENSIV E INCOME


IN EUR THOUSAND 2015 / 2016 2014 / 2015

1. Consolidated net income 36,127 4,479

2. Other comprehensive income –5,561 2,261

2.1 Items that will be reclassified to profit or loss in the future –1,679 2,261

2.2 Items that will be reclassified to profit or loss –3,882 0

3. Comprehensive income for the period 30,566 6,740

CO N S O LI DAT E D S TAT E M E N T O F

CO M PR E H E N S I V E I N CO M E


26CO N S O L I DAT E D S TAT E M E N T O F C A S H F L O W S

IN EUR THOUSAND 2015 / 2016 2014 / 2015

Net loss / income before income tax, net finance income and depreciation (EBITDA)—continuing operations –5,021 –3,136

+ Net loss / income before income tax, net finance income and depreciation (EBITDA)—discontinued operations 3,771 5,937

+ Interest received 192 393

– Interest paid –41 –39

– Income taxes paid –226 –128

+ / – Other non-cash income / expenses –6,094 452

+ Cash receipts from finance lease receivables 0 1,125

+ / – Increase / decrease in tax assets and tax liabilities –684 –291

+ Increase in provisions 166 247

+ / – Increase / decrease in inventories, trade receivables and other assets not attributable to investing or financing activities –3,457 –4,150

– Decrease in liabilities and other liabilities not attributable to investing or financing activities 8,461 1,203

= Cash flow from operating activitiesof which discontinued operations

–2,933 2,215

1,613 282

Cash flow from investing activities

– Cash payments for property, plant and equipment and intangible assets –1,729 –1,457

+ Cash receipts from the sale of subsidiaries, property, plant and equipment and intangible assets 95,000

0

+ Cash receipts from secure bank guarantees 0 2,878

+ / – Cash payments / receipts from short and long term financial planning 19,983 –44,964

= Cash flow from investing activitiesof which discontinued operations

113,254 93,305

–43,544 –1,383

Cash flow from financing activities

+ / – Cash payments / receipts from bank borrowings –249 –75

– Cash payments for dividends –64,780 0

= Cash flow from financing activitiesof which discontinued operations

–65,029 –249

–75 –75



O F C A S H FLOWS


27CO N S O L I DAT E D S TAT E M E N T O F C A S H F L O W S

IN EUR THOUSAND 2015 / 2016 2014 / 2015

Net change in cash and cash equivalents 45,292 –42,006

+ Cash and cash equivalents at the beginning of the first nine months 139,477 160,518

– Changes in cash and cash equivalents due to changes in the basis of consolidation –6,542 0

+ / – Effects of changes in foreign exchange rates on cash held in foreign currencies -581 1,062

= Cash and cash equivalents at the end of the first nine months 177,646 119,575

Cash and cash equivalents at the end of the first nine months —discontinued operations 0 3,088

Cash and cash equivalents at the end of the first nine months —continuing operations 177,646 116,487

Composition of cash and cash equivalents at the end of the first nine months—continuing operations

Cash and cash equivalents 177,646 116,487



28CO N S O L I DAT E D S TAT E M E N T O F C H A N G E S I N E Q U I T Y



O F CHAN G E S I N EQ U I T Y

RESERVES

IN EUR THOUSAND

SUBSCRI-BED

CAPITALCAPITAL

RESERVESRETAINEDEARNINGS

CURRENCYTRANS- LATION

RESERVE

NET RETAINED

PROFITS

EQUITY OF SHARE-

HOLDERS OF

CLERE AG

Balance on 01.07.2014 58,891 34,555 1,881 –5,472 151,928 241,783

Consolidated net income — — — — 4,479 4,479

Other comprehensive income — — — 2,261 — 2,261

Total comprehensive income 0 0 0 2,261 4,479 6,740

Balance on 31.03.2015 58,891 34,555 1,881 –3,211 156,407 248,523

Balance on 01.07.2015 58,891 34,555 1,881 –399 139,185 234,113

Consolidated net income — — — — 36,127 36,127

Other comprehensive income — — — –5,561 — –5,561

Total comprehensive income 0 0 0 –5,561 36,127 30,566

Distribution to shareholders — — — — –64,780 –64,780

Balance on 31.03.2016 58,891 34,555 1,881 –5,960 110,532 199,899


29D I R E C T O R´S H O L D I N G S

D I R EC TO R´S H O LD I N GS

31.03.2016 30.12.2015 CHANGES

Share capital 58,890,630 58,890,636 0

Oliver Oechsle 6,000 6,000 0

Vorstand gesamt 6,000 6,000 0

K. Rueth 0 0 0

Dr. Thomas van Aubel 1 17,331,683 17,331,689 –6

Frauke Vogler 100 100 0

Supervisory Board, total 17,331,783 17,331,789 –6

Corporate bodies, total 17,337,783 17,337,789 –6

in % of equity 29.44 29.44

1 Shareholding via Elector GmbH, Berlin.



Clere AG Report on the third quarter of 2015 ⁄ 2016 30FINANCIAL CALENDAR ⁄ INVESTOR RELATIONS CONTAC T ⁄ I M P R I N T

F I N A N C I A L C A L E N DA R

28 Septmber 2016Publication of Annual Report 2015 / 2016

I N V E S T O R R E L AT I O N S C O N TAC T

Clere AGCatherine Kowarik

Tel +49 (0) 57 34 - 922 - 25 55

[email protected]

Deekeling Arndt Advisors in Communications GmbHMichael Pfister, Daniela Münster

Tel +49 (0) 57 34 - 922 - 25 55

[email protected]

I M P R I N T

PublisherClere AktiengesellschaftBergkirchener Straße 228

D – 32549 Bad Oeynhausen

Tel +49 (0) 57 34 - 922 - 0

Fax +49 (0) 57 34 - 922 - 26 04

[email protected]

www.clere.de

Consulting, concept and designDeekeling Arndt Advisors in Communications GmbH

www.deekeling-arndt.de

Documents

Q ⁄ 3ircenter.handelsblatt.com/download/companies/balda...Clere AG Repor h hir uarte 201 - 2016 LETTER TO SHAREHOLDERS 04 LETTER TO SHAREHOLDERS DEAR SHAREHOLDERS, On 10 March 2016,