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GXG First Quote is EU Multilateral Trading Facility (MTF) with GXG Markets A/S is licensed to operate by the Danish Financial Supervisory Authority (Finanstilsynet). Being a multilateral trading facility, GXG First Quote does not have the legal status as an EUregulated market. Companies quoted on GXG First Quote and trading participants trading on GXG first Quote are only subject to private rules stipulated in Rule book GXG First Quote Issuing Companies respectively GXG Market Rules for Trading participants. Investors on GXG First Quote are not protected by the legislation on market abuse, disclosure obligations and the supervision from financial authorities. The rules stipulated in the Ruled Book GXG First Quote Issuing Companies Comprise few requirements as to the companies disclosure requirements and investing in companies may entail a significant risk potential. GXG Market A/S is not responsible for information provided by about the Quoted companies and does not warrant the accuracy of such information. As the operator of GXG First Quote, GXG Markets A/S therefore assumes no responsibility of any kind as a consequence of a persons use of the information as basis for investment decisions or considerations. GXG Market A/S recommend that any investment decision is taken with due and careful consideration and if needed that professional investment advice is sought before entering into an investment. A multilateral trading facility is in article 4 (15) of MiFID (Markets in Financial Instruments Directive) defined as a multilateral system, operated by an investment firm or a market operator, which brings together multiple thirdparty buying and selling interests in financial instrument in the system and in accordance with non discretionary rules in a way that results in a contract on transfer. The text of this Document should be read in its entirety. An investment in ERGOKONZEPT PLC (the Company) involves a high degree of risk and attention is drawn in particular to the section entitled Risk Factors suitable for them in light of their personal circumstances and financial resources available to them. The Directors of the Company take responsibility for the information provided in this Document. The Information in this Document is correct as at the time of Admission. Any information found to be incorrect or superseded due to a change in the Companys business operations will be announced to the Market. The date of this Document is 24th January 2014.
Ergokonzept PLC
incorporated and registered in England and Wales under company number 08772563 Admission to GXG First Quote
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Contents Page
Directors, Secretary and Advisers .................................................................................................................................... 4 Definitions ......................................................................................................................................................................... 5 PART I: Information about the Company .......................................................................................................................... 6 PART II: Risk Factors ..................................................................................................................................................... 12 PART III: Financial Information on the Company ............................................................................................................ 16
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Registered Office
Corporate Adviser
Registrar
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Definitions
The following definitions apply throughout this Document unless the context otherwise requires: Admission Admission Date Article Company Corporate Adviser CREST Admission of the entire issued ordinary share capital of the Company to trading on the GXG First Quote in accordance with the GXG First Quote Rules the effective date of Admission the articles of association of the Company, as amended from time to time ERGOKONZEPT PLC, a public limited company, duly incorporated under the laws of England and Wales number 05638299 Aspen Agency Limited of 10/F Miramar Tower, 132 Nathan Road, Hong Kong S.A.R. mean the facilities and procedures for the time begin of the relevant system of which Euroclear has been recognized as the recognized operator pursuant to the CREST Regulations the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended from time to time the directors of the Company at the date of Document whose names are set out on page 3 of this Document and Director mean any one of them the official currency of certain of the member states of European Union means Euroclear UK and Ireland Limited means the Company and its Subsidiary GXG Market A/S, Levysgade 14, DK8700, Horsens, authorized and regulated by the Danish Supervisory,Finanstilsynet a multilateral trading facility of that name operated by GXG the GXG First Quote rules issued by the GXG governing the admission of securities to trading on GXG First Quote means EUR 1.00 per Ordinary Share Pound Sterling, the lawful currency of the United Kingdom, Jersey, Guernsey and the Isle of Man Ordinary shares of 0.025 each in capital of the Company Holders of Ordinary Shares in the Company Ergokonzept AG, a company incorporated under the laws of Germany
CREST Regulations Director Board EUR euro Euroclear Group GXG GXG First Quote GXG First Quote Rules Listing Price GBP Ordinary Shares Shareholders Subsidiary
uncertificated Ordinary Share An Ordinary Share recorded on the Companys register as being held in uncertificated form in CREST, and title to which, by virtue of the crest Regulations, may be transferred by mean of CREST
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Business and Project Development The history of our business and its related companies has provided our management with comprehensive experience in identifying, developing, implementing and steering business models and companies. The Group also has a highly diversified portfolio of projects. Today's projects and existing businesses are the following: > Real estate: Several new building and renovation projects including buildings in the Berlin urban development area. These include a 7,500 m multistorey apartment block, conversion of a monument with 8,500 m of living space and 2,500 m of student residences at the University of Berlin. > Marketing and sales rights: An energy drink that is successfully established in the Asian market with a recipe which uses totally different basic ingredients to those usually found in comparable products marketing rights for the first time in Germany, production sites in Germany, distribution channels already acquired, market launch planned for 2014. > Branding and distribution rights: Reactivation of a tradition brand of beer consumer trends in Germany are showing that smaller traditional beer brands are gaining a stronger hold on the market. The company has acquired the rights for one of Germanys oldest beer brands and is planning a relaunch. Merchandising and Promotion Chimera Merchandising GmbH, which is a subsidiary of ERGOKONZEPT, is also part of the Group. It has over 25 years of experience in acquiring, managing and exploiting international music, entertainment, film and branding rights. Chimera's portfolio includes artists such as worldfamous violinist David Garrett and TV presenter Britt Hagedorn as well as rising Bundesliga footballer star Sebastian Rode. Current projects include establishing a longterm commitment to professional boxing. Thanks to the market presence that it has built up over a number of years, Chimera Merchandising has topnotch national and international contacts with a business partner and customer base in excess of 4,000. Media design The Group also includes ERGOMEDIEN UG which is a limited liability marketing and communications solutions company. Its range of services covers all conventional disciplines with particular focus on flexible Internet presentation and interaction systems. Top clients include the regional Havelbus Verkehrsgesellschaft mbH. ERGOMEDIEN supports local and government partners with promotions and commercial communications. Administration service relog relog is specialized in all aspects of business administration as a service partner to small and mediumsized businesses. Its portfolio covers salary management, other personnel services, ongoing accounting operations, property management, vehicle fleet management, projectrelated financial management, funding management and proofs of usage. The online services enable relog to serve their partners throughout Germany. Relog is currently negotiating to increase its licensed distributing area by 75 %. "relog" specialises in salary management. ERGOKONZEPT currently has exclusive distribution rights for four post code regions, with this expected to be extended to 15 relog postcode regions very soon. The overall distribution area will then involve more than five employees and cover from 5,000 10,000 companies a 20fold increase over the current
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distribution area
Payment management ERGOKONZEPT has developed two online platforms for claims management, which enable companies to implement their demands towards purchasers and customers who are in arrears and/or collect pending claims, all with a minimum of fuss. The "InkassoKonzept.de" Internet portal does not charge any membership or debt collection fees from the purchaser. OnlineMahnbescheid.de provides a quick and painless way of implementing judicial reminders for payment when claims are not met. Furthermore, we also support our customers in terms of claims management when claims procedures cannot be settled in a satisfactory way out of court. At times like these, were are able to provide our customers with the direct advantages of the skills of our legal partners. An Internetbased online invoice and payment management system is also being set up in parallel.
COMPANY STRUCTURE
The Company is incorporated under the laws of England and Wales and has one subsidiary, ERGOKONZEPT AG, incorporated under the laws of Germany. Shares were allotted due to a purchase agreement an Declaration of Trust, dated 13th January 2014, between ERGOKONZEPT PLC and the former shareholders of ERGOKONZEPT AG, a company registered in Germany. ERGOKONZEPT AG has become 100 % subsidiary an fully consolidated operating entity of ERGOKONZEPT PLC. The exchange of shares did not involve a cash transaction.
FINANCIAL RECORDS
The ERGOKONZEPT AG does have audited financial records since its inception in the year 2007.
FORECAST PROJECTION
Please refer to Part III (Financial Information) of this Document.
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Berlin and has worked both fulltime for legal companies and as as independent legal consultant. In 1996 he was CEO of two charitable organisations and of a number of commercial companies (GmbHs) in the German state of Brandenburg. In 1997 he founded ERGOKONZEPT AG and was a member of the board of directors. Since 2007, he has also sat on the board of the New Social Work Foundation in Brandenburg, and since 2008 he has been a partner (with a 50% stake) and CEO of Potsdamer Treuhand und Wirtschaftsberatung GmbH and of its subsidiary QUINTENSA Energiesanierung GmbH. He is a CEO and partner of two housing associations. > Dipl.Ing. Siegfried Vetterlein (Director) Mr Vetterlein is a qualified mechanical engineer and has been a successful businessman for the past 40 years in regional construction, in particular in renovation work. As managing partner of a number of building development companies, Mr Vetterlein has properties in various attractive urban development areas in Berlin, including a number on the waterfront.
Key employees
> Henrik Striegel Mr Striegel is a member of the board of ERGOKONZEPT AG. He studied political science and worked until 1999 for a company which renovated historic monuments in Potsdam. His area of expertise covered project steering and coordination, in particular in conjunction with the authorities. He joined ERGOKONZEPT AG in 1999, and was granted power of attorney two years later. Mr Striegel's comprehensive knowledge and decade of experience in leading roles saw him invited to join the board in 2011. > Andrea Kiau Ms Kiau is an attorney specialising in contract law as well as commercial and property law and landlord's rights and duties. She has excellent contacts and a customer base which includes property managers and property owners associations. She provides a full range of services for clients in real estate transactions, and is a member of the supervisory board of ERGOKONZEPT AG.
CORPORATE GOVERNANCE
The Directors recognize the importance of sound corporate governance and the Company complies with the laws of England and Wales. The Company intends to hold board meetings as and when required at which financial and other reports are considered and, where appropriate, voted on. Additional meetings will be arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resources. The Directors will also be responsibility for monitoring the activities of the subsidiary and the senior management thereof, where relevant. A Director may hold positions or be interested in other companies and, subject to laws applicable to the Company, may contract with the Company or any other company in which the Company is interested. The Board may authorize any matter in relation to which a Director has, or can have, a direct interest that conflicts or possibly may conflict with the Companys interests.
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WORKING CAPITAL
The Group has EUR 100.000 of cash reserves available to it. The Directors are of the opinion, having make due and careful enquiry, that, the working capital available to the Company is sufficient for its present requirements, that is for at least 12 months from the date of Admission.
DIVIDEND POLICY
The Company is primarily seeking to achieve capital growth for its Shareholders and it is the Boards intention during
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the current phase of the Companys development to retain future distributable profits and only recommend dividends when appropriate and practicable. The Directors do not intend to declare a dividend until the Company has achieved sufficient profitability and that it is commercially prudent to do so having regard to resources needed for the Companys growth.
ADVISERS FEES
The Company and the Corporate Adviser entered into an agreement relating to the services to be provided by the Corporate Adviser in relation to the Admission. Pursuant to this agreement, it was agreed that the Corporate Adviser is entitled to a fee of EUR 50,000 plus the issue of Ordinary Shares representing 3.0 per cent of the Companys fully diluted share capital at the time of the listing for no consideration.
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the Company has no relevant financial statements and meaningful operating or financial data with which to evaluate the Company and its performance. The Company has a relatively new business model and its operations are at early
stage of development. Consequently, the Companys intended business and operations may not prove to be successful in the near future, if at all. Any future success will depend upon many factors, several of which may be beyond the Companys control, or which cannot be prospects, there is no certainty that anticipated revenues or growth can be achieved. If fthe Company is not successful in achieving its commercial objectives, the Companys business and financial condition would be materially adversely affected. > Dependence on Directors The Company depends on the contributions of the Director and its ability to retain managerial personnel. If it is unable to retain managerial personnel, the Companys business and operations may be adversely affected. There can be no assurances that the Company will be successful in achieving its business objective which is dependent on the performance of its Directors. Failure in this regard could have a material adverse effect on the Companys business financial condition and results of operations. Changes in laws or regulations governing the Groups operations may adversely affect the Companys business Any change in the laws and regulations relating to the Company could have the effect of increasing the expense of running the Company and could have an adverse effect on the value of the Ordinary Shares. New laws or regulation may be introduced which affect the ability of the Company to Operate within its jurisdiction. The failure to obtain any necessary approvals, licences or registrations may adversely affect the Companys operations and therefore performance. > Directors other Interests The Director may be involved in other financial, investment or professional activities, that may on Occasion give rise to conflicts of interest with the Company. The Directors and other officers of the Company also serve as directors and/or officers of other companies that may have similar investment objectives or services to that of The Company and may receive performance related fees in doing so which may give rise to conflicts of interest. The Company expects that any such director or officer of the Company shall disclose such interest in accordance with English law and any decision made by any of such directors and officers involving the Company will be make in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. > Litigation Legal proceeding may arise from time to time in course of the Companys business. The Directors cannot preclude that lighting may be brought against the Company in the Future from time to time. Currently, the Company is not involved in any legal proceedings, neiter as a plaintiff nor as a defendant.
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> Market conditions Share market conditions may affect the value of the Companys Ordinary Shares regardless of the Companys operating performance, Share market conditions are affected by many factors such as: a) general economic outlook; b) introduction of tax reform or other new legislation; c) interest rates and inflation rises; d) change in investors sentiment towards particular market sector; e) currency fluctuations; f) the demand for, and supply of, capital; and g) terrorism and other hostilities. The market price of such Ordinary Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
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ERGOKONZEPT AG
Yorckstrae 4 14467 Potsdam
219.351,03 113.034,13 332.385,16 14.138,77 14.138,77 211.827,00 22.137,26 1.948,34 843,45 11.386,02 6.103,66 1.439,63 71.496,51 327.181,87 8.935,48 10.024,96 143,61 10.168,57 21,28 21,28 19.082,77
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Umsatzerlse 08125 Steuerfreie EG-Lieferungen 4, 1b UStG 08200 Erlse 08400 Erlse Geschftsbesorgung Projekte 08401 Erlse Geschftsbesorgung NeSo 08402 Erlse Inkassodienstleistungen 08403 Erlse Online-Mahnbescheid 08404 Erlse Untervermietung, Vermietung KFZ 08405 Erlse Lohn- und Gehaltsabrechnung 08407 Erlse Werbung, Onlinedienste, Sonstiges 08408 Erlse Hausverwaltung Sonstige betriebliche Ertrge 08950 Zuwendungen ZABIH Gesamtleistung Wareneinkauf 03100 Fremdleistungen 03200 Wareneingang 03400 Wareneingang 19 % Vorsteuer Waren/Material Personalkosten 04100 Lhne und Gehlter 04120 Gehlter 04129 Vergtungen an Mitglieder des Aufsichtsrates 04130 Gesetzliche soziale Aufwendungen 04138 Beitrge zur Berufsgenossenschaft 04140 Freiwillige soziale Aufw. lohnsteuerfrei 04149 Pauschale Steuer auf sonstige Bezge (z. B. Fahrtkostenzuschsse) 04175 Fahrtkostenerstatt. Wohn./Arbeitsst. 04190 Aushilfslhne 04199 Pauschale Steuer fr Aushilfen Raumkosten 04210 Miete (unbewegliche Wirtschaftsgter) 04240 Gas, Strom, Wasser 04250 Reinigung 04280 Sonstige Raumkosten
219.351,03 31.792,20 2.021,51 250,68 23.106,34 18.259,21 4.921,67 10.348,62 107.333,93 17.282,87 4.034,00 113.034,13 113.034,13 332.385,16 14.138,77 3.374,78 408,90 10.355,09 14.138,77 211.827,00 8.393,01 161.012,92 1.200,00 27.094,66 281,23 4.562,68 416,07 552,90 8.201,50 112,03 22.137,26 19.440,62 1.285,20 1.397,42 14,02
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Versich./Beitrge 04360 Versicherungen 04380 Beitrge KfzKosten 04520 Kfz-Versicherungen 04530 Laufende Kfz-Betriebskosten 04540 Kfz-Reparaturen Werbe-/Reisekosten 04600 Werbekosten 04630 Geschenke abzugsfhig 04650 Bewirtungskosten 04663 Reisekosten Arbeitnehmer, Fahrtkosten 4666 Reisekosten Arbeitnehmer bernachtungsaufwand 04668 Reisekosten Arbeitnehmer Kilometergelderstattung Kosten Warenabgabe 04710 Verpackungsmaterial 04760 Verkaufsprovisionen 04780 Geschftsbesorgung Reparatur/Instandhaltung 04805 Reparatur und Instandhaltung Betriebs- u. Geschftsausst. 04806 Wartungskosten fr Hard- und Software Sonstige Kosten 02406 Forderungsverluste 19 % USt 02408 Forderungsverluste EG-Lieferungen 19 % USt 04396 Abzugsf. Versptungszuschlag und Zwangsgelder 04653 Aufmerksamkeiten 04810 Mietleasing (bewegliche Wirtschaftsgter) 04910 Porto 04920 Telefon 04925 Telefax und Internetkosten 04930 Brobedarf 04940 Zeitschriften, Bcher 04950 Rechts und Beratungskosten 04955 Buchfhrungskosten 04957 Abschluss und Prfungskosten 04960 Mieten fr Einrichtungen (bewegliche Wirtschaftsgter) 04964 Aufwendungen fr Lizenzen, Konzessionen 04970 Kosten des Geldverkehrs 04972 Inkassoaufwendungen, Recherchen 04985 Werkzeuge und Kleingerte Gesamtkosten
1.948,34 1.288,46 659,88 843,45 622,79 21,01 199,65 11.386,02 10.722,86 60,09 132,22 297,71 92,44 80,70 6.103,66 21,66 582,00 5.500,00 1.439,63 1.309,42 130,21 71.496,51 40,40 1.714,29 20,50 8,41 4.245,60 6.606,36 1.875,75 17.602,88 1.924,13 537,49 225,00 353,57 33,00 910,35 29.538,12 25,41 5.852,46 33,61 327.181,87
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8.935,48 10.024,96 10.024,96 143,61 5,33 0,28 138,00 10.168,57 21,28 21,28 21,28
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ATTESTATION
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