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  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview 
						
                                
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6

KEVIN P. MUCK (CSB No. 120918)
kmuck@fenwick.com

DEAN S. KRISTY (CSB No. 157646)
dkristy@fenwick.com

MARIE C. BAFUS (CSB No. 258417)
mbafus@fenwick.com

NAIR DIANA CHANG (CSB No. 287624)
dchang@fenwick.com

FENWICK & WEST LLP

555 California Street, 12th Floor

San Francisco, California 94104
Telephone: (415) 875-2300
Facsimile: (415) 281-1350

Attorneys for Defendants

King Digital Entertainment PLC,
Hope Cochran, Robert S$. Cohn and
E. Stanton McKee

ELECTRONICALLY

FILED

Superior Court of California,
County of San Francisco

08/31/2015

Clerk of the Court
BY-CAROL BALISTRERI

Deputy Clerk

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO

IN RE KING DIGITAL ENTERTAINMENT|

ple SHAREHOLDER LITIGATION

This Document Relates To:

ALL ACTIONS

Lead Case No. CGC-15-544770
CLASS ACTION

REQUEST FOR JUDICIAL NOTICE IN
SUPPORT OF DEMURRER OF
DEFENDANTS KING DIGITAL
ENTERTAINMENT PLC, HOPE COCHRAN,
ROBERT S. COHN AND E. STANTON
MCKEE TO THE FIRST AMENDED
CONSOLIDATED CLASS ACTION
COMPLAINT

Date:
Time:
Dept:
Judge:

October 5, 2015

9:00 a.m.

304

The Honorable Curtis E.A. Karnow

Action Filed: March 17, 2015

RJN ISO KING DEFENDANTS’
DEMURRER TO FACC

LEAD CASE NO. CGC-15-544770w

nn

6

In connection with their demurrer to the First Amended Consolidated Class Action
Complaint (“FACC”), and pursuant to Sections 451 and 452 of the California Evidence Code,
defendants King Digital Entertainment PLC (“King” or the “Company”), Hope Cochran, Robert
S. Cohn, and E. Stanton McKee (collectively, with King, the “King Defendants”) respectfully
request that the Court take judicial notice of each of the following documents:

1. King’s Prospectus for its initial public offering, which is part of King’s Form F-1
Registration Statement and which was filed with the United States Securities and Exchange
Commission (“SEC”) on or about March 27, 2014. A true and correct copy of the Prospectus is
attached hereto as Exhibit A. The Prospectus is expressly referred to, cited and quoted in the
FACC, including at paragraphs 35, 37, 40-45, 47-49, 52 and 53, and plaintiffs purport to base
their claims on it.

2. King’s May 7, 2014 press release, entitled “King Reports First Quarter 2014
Results,” which King also filed with the SEC on that same date as an attachment to Form 6-K. A

true and correct copy of the May 7, 2014 press release is attached hereto as Exhibit B. That press

release is expressly referred to and cited in the FACC, including at paragraph 56, and plaintiffs
purport to base their claims on it.

3. King’s August 12, 2014 press release, entitled “King Reports Second Quarter 2014
Results, Announces $150 Million Special Dividend,” which King also filed with the SEC on that
same date as an attachment to Form 6-K. A true and correct copy of the August 12, 2014 press
release is attached hereto as Exhibit C. That press release is expressly referred to, cited and
quoted in the FACC, including at paragraph 58, and plaintiffs purport to base their claims on it.

Each of these documents is discussed in the accompanying “Declaration of Kevin P. Muck
in Support of Demurrer of Defendants King Digital Entertainment PLC, Hope Cochran, Robert S.
Cohn and E. Stanton McKee to the First Amended Consolidated Class Action Complaint,” filed
and served herewith.

The Court may consider matters subject to judicial notice in ruling on a demurrer. Code
Civ. Proc. §§ 430.30(a), 430.70. All of the materials described above (and attached hereto) are

properly subject to judicial notice. Evid. Code §§ 451, 452. Specifically, documents publicly

RJN ISO KING DEFENDANTS’ 1 LEAD CASE NO. CGC-15-544770
DEMURRER TO FACCFENWICK & WEST LLP

ATTORNEYS AT LAW

SAN FRANCISCO

filed with the SEC may be judicially noticed and considered by the Court. Evid. Code §§ 452(c),
(d), (h); see also PacLink Commce’ns Intl, Inc. v. Superior Court, 90 Cal. App. 4th 958, 965 n.5
(2001); StorMedia Inc. v. Superior Court, 20 Cal. 4th 449, 457 n.9 (1999).

In addition, Exhibits A, B, and C are all specifically referred to and relied upon in the
FACC (see, e.g., FACC 4] 35, 37, 40-45, 47-49, 52, 53, 56, 58) and therefore may also be
considered by the Court under the incorporation-by-reference doctrine. See Total Call Int’l, Inc.
v. Peerless Ins. Co., 181 Cal. App. 4th 161, 166 (2010); City of Port Hueneme v. Oxnard Harbor
Dist., 146 Cal. App. 4th 511, 514 (2007).

For these reasons, the King Defendants respectfully request that, in connection with their
demurrer to the FACC, the Court take judicial notice of the documents attached as Exhibits A-C

and/or consider them under the incorporation-by-reference doctrine.

FENWICK & WEST LLP

ei Ya
Kevin P- Muck

Attorneys for Defendants
King Digital Entertainment PLC, Hope Cochran,
Robert S. Cohn and E. Stanton McKee

Dated: August 31, 2015

RIN ISO KING DEFENDANTS’ 2
DEMURRER TO FACC

LEAD CASE NO. CGC-15-544770EXHIBIT AEDGARoOnline

KING DIGITAL ENTERTAINMENT PLC

FORM 424B4

(Prospectus filed pursuant to Rule 424(b)(4))

Filed 03/27/14

Telephone 44 203 440 2393
CIK 0001580732
Symbol KING
SIC Code 7372 - Prepackaged Software
Fiscal Year 12/31

Powered 8y EDGAROnline
http:/Awww.edgar-online.com
© Copyright 2014, EDGAR Oniine, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.Table of Contents

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-193984
Prospectus

22,200,000 shares

Ordinary Shares

This is the initial public offering of ordinary shares of King Digital Entertainment ple. Prior to this offering, there has been no public
market for our ordinary shares. We are offering 15,533,334 ordinary shares and the selling shareholders identified in this prospectus are offering
6,666,666 ordinary shares. We will not receive any proceeds from the sale of the shares by the selling shareholders.

We have been authorized to list our ordinary shares on the New York Stock Exchange under the symbol “KING.”

Investing in our ordinary shares involves risk, See “ Risk Factors ” beginning on page 13.

Per share Total
Initial public offering price 32250 $499,500,000.
Underwriting discounts and commissions (1) $ 1.29375 $ 28,721,250
Proceeds, before expenses, to us $21.20625 $329,403,764
Proceeds, before expenses, to the selling shareholders $21.20625 $141,374,986

(1) See “Underwriting” for a description of compensation payable to the underwriters.

The underwriters have an option to purchase a maximum of 3,330,000 additional ordinary shares from the selling shareholders, less the
underwriting discounts and commissions, to cover over-allotment shares, if any. The underwriters can exercise this option at any time within 30
days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares to purchasers on March 31, 2014.

J.P. Morgan Credit Suisse BofA Merrill Lynch

Barclays Deutsche Bank RBC Capital Markets
BMO Capital Markets Cowen and Company Pacific Crest Securities
Piper Jaffray Stifel Wedbush Securities

Raine Securities LLC

March 25, 2014Table of Contents

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Table of ContentsTable of Contents

TABLE OF CONTENTS

Prospectus Summary 1
Risk Factors 13
Forward-Looking Statements 37
Market Data and User Metrics 38
Use of Proceeds 40
Dividend Policy 40
Capitalization 41
Dilution 43
Corporate Structure 45
Selected Consolidated Financial Data 46
Management’s Discussion and Analysis of Financial Condition and Results of Operations SI
A Message from King CEO and Co-Founder, Riccardo Zacconi

79
Business 81
Management 104
Related Party Transactions 117
Major and Selling Shareholders 120
Description of Share Capital 123
Shares Eligible for Future Sale 142
Taxation 144
Underwriting 153
Enforcement of Civil Liabilities 160
Expenses Related to this Offering 160
Legal Matters 160
Experts 160
Where You Can Find Additional Information 161
Index to Consolidated Financial Statements F-l

You should rely only on the information contained in this prospectus or in any related free writing prospectus. Neither we, the selling
shareholders nor the underwriters have authorized anyone to provide you with any additional information or information that is different from
the information contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. This prospectus and any free writing prospectus prepared by us or on our behalf may only be used where it
is legal to sell the: urities. The information in this prospectus or any free writing prospectus prepared by us or on our behalf is only accurate
as of the date of this prospectus or such free writing prospectus.

Until April 19, 2014 (25 days after the commencement of this offering), all dealers that buy, sell or trade our ordinary shares,
whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the
dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our ordinary shares or
possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in
jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the
distribution of this prospectus applicable to those jurisdictions.

This document has been prepared on the basis that any offer of shares in any relevant European Economic Area member state will
be made pursuant to an exemption under European prospectus law from the requirement to publish a prospectus for offers of shares
and does not constitute an offer or solicitation to anyone to purchase shares in any jurisdiction in which such offer or solicitation is not
authorized nor to any person to whom it is unlawful to make such an offer or solicitation.Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information
you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, especially “Risk Factors”
and “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements
and related notes appearing elsewhere in this prospectus, before making an investment decision.

Overview

Weare a leading interactive entertainment company for the mobile world. Our mission is to provide highly engaging content to our
audience to match their mobile lifestyles: anywhere, anytime and on any device. In December 2013, an average of 128 million daily active
users played our games more than 1.2 billion times per day and, in February 2014, an average of 144 million daily active users played our
games more than 1.4 billion times per day. In the fourth quarter of 2013, 73% of our gross bookings were derived from our mobile
audience. Our leading games include Candy Crush Saga , Pet Rescue Saga, Farm Heroes Saga , Papa Pear Saga and Bubble Witch Saga .
We believe Candy Crush Saga , our top titie to date, is one of the largest interactive entertainment franchises of all time

Our focus is to provide a highly engaging, differentiated entertainment experience where the combination of challenge and progress
drives a sense of achievement. We make our games available for free, while players can purchase virtual items priced relative to the
entertainment value they provide. We embed social features in our content that enhance the player experience. We build on a unique and
passionate company culture predicated on collaboration, humility and respect. We believe all of these in combination have made our
content a core part of our audience’s daily entertainment.

We have been a leading developer and publisher of casual games on digital platforms since 2003. Casual games typically include a
puzzle element, are easy to learn but hard to master, can be played in a few minutes and are suitable for play on a wide range of devices.
They have enjoyed broad appeal since they were first offered in a digital format in the 1980s.

Casual gaming is large and growing quickly, driven by key technology and consumer trends, creating the potential for leading
entertainment franchises to emerge from the category. The proliferation of mobile devices is dramatically expanding the global gaming
audience, much of which is attracted to casual titles. Social connectivity has become a pervasive feature of interactive entertainment,
transforming the scale and economics of the industry through viral content distribution. Lastly, free-to-play business models have vastly
increased the revenue potential of the category by eliminating upfront barriers and facilitating streams of small payments throughout the
game journey.

We believe we have a repeatable and scalable game development process that is unparalleled in our industry. In the last decade, we
have developed a catalog of more than 180 game IPs, which we continuously expand. We refer to our game IP as the intellectual property
assets that includes its name, game play mechanic, visual expression, graphics and design. We introduce new game IPs in a tournament
format on our royalgames.com website, where we are able to gather rapid feedback from a subset of our sophisticated, highly engaged
player base, which we refer to as VIPs. We adapt the most popular game IPs to our proven Saga format for launch on mobile and Facebook.
We believe this approach has allowed us to develop games faster, at lower risk and at lower cost than our competitors. The result has been
category-leading franchises including Candy Crush Saga , Pet Rescue Saga and Farm Heroes Saga .

We believe the inherently social nature of our games, our data-driven marketing processes, our cross-platform technology
infrastructure and massive player network are key competitive advantages. We obtain the vast majority of our installs organically or
through viral channels that are driven by the effectiveness of our social features. We seed these channels by leveraging our significant
capabilities in paid player acquisition. We runTable of Contents

thousands of discrete campaigns every 24 hours, each with individual target metrics, and all subject to the same target return parameters. As
of December 31, 2013, we had a massive network of 324 million monthly unique users and a track record of long-term retention driven by
game longevity and our proven ability to cross-promote new games to our audience.

We have put the long-term retention of our players at the heart of our business model. While our players are able to enjoy our games
for free, we generate revenue by selling virtual items to a subset of players who wish to enhance their entertainment experience. Our
approach is to make our pricing transparent and consistent throughout the game journey. Following these principles, we have gathered a
wide base of approximately 12 million average monthly unique payers, representing approximately 4% of our monthly unique users as of
December 31, 2013. We believe that targeting a modest share of our customer’s entertainment spend drives game longevity and customer
loyalty, and is the most effective way of building a sustainable business over the long term.

We have built our business to significant scale with limited capital investment and disciplined business management. We have raised
only $9 million of primary capital to date and we have generated positive cash flow from operations for each of the last nine years. We have
generated significant growth as our game portfolio, player network and mobile footprint have scaled. From the first quarter of 2012 to the
fourth quarter of 2013, our gross bookings by quarter grew from $29 million to $632 million. Our revenue, the most directly comparable
IFRS measure, grew from $22 million in the first quarter of 2012 to $602 million in the fourth quarter of 2013. Our profit (loss) also grew
from $(1) million in the first quarter of 2012 to $159 million in the fourth quarter of 2013. For a description of how we calculate gross
bookings and the limitations of this non-GAAP and non-IFRS financial measure, see “Selected Consolidated Financial Data—Non-GAAP
Financial Measures.”

Our Mission and Vision

Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any
device. Our players always come first. We believe this approach is the most effective way of creating lasting value for our stakeholders.

Our vision is to build the leading entertainment company for a mobile world, We aim to deliver our games to a vast and socially-
connected audience retained over the long term.

Our Heritage Is the Foundation of Our Success

We have been a leading developer and publisher of casual games on digital platforms since 2003. Over the last decade, we have
acquired deep experience in casual game design and have built a massive network of loyal and dedicated players. We have operated a free-
to-play business model as well as used social features to drive player engagement and retention. Lastly, we have built a technology
infrastructure capable of managing very high volumes of gameplays. The: pabilities and business processes have been the
foundation of our mobile and social success to date and we believe, position us uniquely to capture the current market opportunity.

Industry Background and Our Opportunity

The digital entertainment industry is currently undergoing dramatic change driven by significant technology and consumer trends,
including the rapid growth of mobile platforms, social networks as part of the entertainment fabric, and app stores as key distribution and
payment gateways.

These trends are having a significant impact on the digital gaming industry: the size of the global gaming audience is incre:
dramatically, free-to-play models have vastly expanded the revenue opportunity and sophisticated targeting strategies have made
acquisition of large player populations economically viable in a sustainable way. These developments together are driving disproportionate
growth in casual gaming relative to the broader gaming industry. We believe this creates an opportunity to establish leading entertainment
franchises in this category:

is

+ Casual has been one of the most popular gaming categories for decades . Casual games are an enduring category of
entertainment: they have been enjoyed since Egyptian times. Many of today’s most popularTable of Contents

sub-genres were pioneered in Japan in the 1980s and have spawned historical global franchises such as Space Invaders , Pac-
Man and Tetris .

+ The size of the casual audience is dramatically expanding. Mobile device proliferation and social connectivity are driving
growth in the casual audience because of the category’s broad appeal and inherent suitability to mobile.

+ Free-to-play has creaied the potential for casual to lead other categories by revenue. The effectiveness of free-to-play business
models combined with this dramatic increase in the casual audience has created the potential for leading entertainment
franchises to emerge from the category.

Our Value Proposition for Players

To address this opportunity, we have designed our mobile and social games with the following characteristics:

+ Anytime . Our games can be enjoyed in short sessions allowing frequent and unplanned breaks in game play that do not detract
from the quality of the experience.

+ Anywhere. Our games can be enjoyed wherever our players are and on the vast majority of devices, connected or not

+ Seamlessly synchronized . A distinguishing feature of our platform is to allow players to switch seamlessly between devices and
platforms and continue their game wherever they left off. Our platform offers real-time synchronization of level progression,
social graph and virtual items.

+ Highly engaging. Our games are easy to learn, but hard to master. While gameplay is simple and intuitive, it takes skill to
progress. This creates the sense of achievement that underpins the high engagement in our games.

+ Inherently social. Our games provide social interactions that enhance the player experience: social connectivity is built around
sharing achievements and helping each other to progress.

+ Free-to-play. Our players can enjoy our games for free. Most of those that reach the highest level of a game do so without
making a purchase. For those who do, we price our virtual items relative to the entertainment value they deliver.

Our Core Strengths

We have developed a repeatable and scalable process for bringing successful mobile and social titles to a global audience quickly and
cost effectively, while minimizing business risk. We believe our model is fundamentally differentiated from competitors, will be
challenging to replicate and strengthens our ability to deliver business predictability and sustainability.

Game Design Capabilities, IP Catalog and Laboratory

Over the last decade, we have developed a proprietary catalog of more than 180 game IPs which we offer in a tournament format on
royalgames.com. Developing a new game IP has typically taken a team of three people 20 weeks, and we have created game IPs in most
casual sub-genres over the years. On royalgames.com, we first release new game IPs to a subset of sophisticated, highly experienced
players, who we call VIPs. We have found that the underlying game mechanic of a game that is popular with VIPs is highly likely to be
successful when adapted for mobile and social platforms.

Unique, Repeatable, Scalable Game Development Process

We have a standardized process to adapt our popular casual game IPs into a proven game format for launch on mobile and social
platforms. Our first game format, the Saga , is a game development framework designed toTable of Contents

provide a deep, viral and social game experience. It comprises a path through hundreds of game levels, social features that allow
interactions with others, viral mechanics and a variety of virtual items available for purchase. Popular new features developed in one game
studio are productized and added to the development platform for use by all game studios.

Cross-platform Architecture Enhances Player Experience and Economics

Our unique cross-platform architecture allows our audience to play wherever they are: on Apple’s iOS, Google's Android or
Amazon’s Kindle mobile devices, or on their desktop on Facebook. It also allows players to switch seamlessly between devices and
platforms and continue their game wherever they left off. Cross-platform gameplay has been widely adopted by our audience and has
driven increased engagement, cross-platform virality and retention. Our architecture provides a shared user database, analytical platform
and network marketing infrastructure, so that our Saga games share a substantial majority of common server-side code. This has allowed us
to scale organically from one to six game studios in 24 months while preserving a low risk, low cost, high speed development and service
platform.

Efficient Engine to Drive Acquisition, Engagement and Retention

Our model for player acquisition is primarily viral and organic, supplemented by a data-centric, rules-based approach to marketing.
The inherently social nature of our games drives virality. This virality is enhanced by our cross-platform synchronization. We enjoy a
virtuous cycle where players that play our games on various platforms and devices share their enjoyment and progress with their friends
who in turn then discover our games. In addition, a large number of players discover our games through organic channels. This results in
attracting large numbers of players for whom there is no direct marketing expense. We also make large investments in paid player
acquisition, where returns are boosted by the viral impact. We have built extensive proprietary capabilities and technology infrastructure,
which allow us to run acquisition campaigns in a highly granular and data-driven way. Every 24 hours, we operate thousands of campaigns
targeting hundreds of discrete clusters through a mix of channels and formats across multiple platforms, all subject to the same target return
parameters.

Massive Player Network and Loyal Customer Base

As of December 31, 2013, we have amassed a network of 324 million monthly unique users and our players enjoyed over 41 billion
gameplays in the month of December 2013. We have a track record of successfully attracting our audience to new games and retaining
them within our network. To drive retention and cross-promotion, we use a data-centric, rules-based approach aimed at maximizing
aggregate return on investment (ROI) regardless of content, channel or advertising format. Out of this audience, we have built a wide base
of approximately 12 million monthly unique payers, representing approximately 4% of our monthly unique users as of December 31, 2013.

Our Business Model
We believe that targeting a modest share of the entertainment spend of a wide base of customers is a source of game longevity and
customer loyalty, and the most effective way of building a sustainable business over the long term.
Our Approach

The overarching goal of our business model is to foster long-term player retention within our network. As a result, we have
developed, and continue to enhance, our model on the basis of the following principles: we focus on retention, our audience can enjoy our
games for free, and our pricing is transparent and consistent throughout the game journey.

4Table of Contents

Our Virtual Items

We offer a range of virtual items to our customers. These currently include entertainment time, where players can extend the duration
of their game session; skill enhancements, where players can buy a wide variety of boosters that help them to progress; and access to
content, where players can pay to unlock new episodes.

Our Key Metrics

Our key financial metrics, which include gross bookings, revenue and adjusted EBITDA, and our key operating metrics, which
include daily active users (DAUs), monthly active users (MAUs) and monthly unique payers (MUPs) have grown significantly in the last
two years. We believe this trend is a result of our ability to profitably grow, retain and monetize our massive player network and loyal
customer base. For a description of how we calculate each of these metrics and factors that have caused fluctuations in these metrics, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

The charts below highlight our key metrics:

Quarterly Average DAUs and MAUs
(millions)

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Revenue and Gross Bookings

Consolidated Financial Data—Non-GAAP Financial Measure:

oa

Quarterly Average MUPs
(thousands)

16.399

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Profit (Loss) and Adjusted EBITDA

(millions) (millions)
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Gross bookings and adjusted EBITDA are not calculated in accordance with IFRS. For a description of how we calculate gross
bookings and adjusted EBITDA, the limitations of these financial measures and a reconciliation of these financial measures, see “SelectedTable of Contents

Key Strategies
Our key strategies are:

+ Swengthen and broaden our unique game development model . We intend to strengthen our pipeline with new game IP, evolve
our tournament portal to keep it fresh and effective, and keep evolving the Saga format while building new formats.

+ Continue to provide highly engaging cross-platform content. We seck to nurture and extend our four global franchises while we
widen our portfolio of mobile and social titles by building on our game IP catalog.

+ Grow our network, We cultivate the loyalty and organic viral growth of our player network by offering an engaging, cohesive
and connected experience. We intend to increase the scale and frequency of social interactions across the network and continue
to acquire audiences beyond our organic reach through the rigorous execution of our rules-based paid acquisition campaigns.

+ Expand to new platforms and geographies . We intend to offer our content on major platforms that provide access to a
significant user base in a particular region.

+ Foster process innovation through technology stack ownership . We believe that complete control of our technology stack from
the King Cloud infrastructure to our game engines and marketing and analytics platforms provides us with key advantages in
achieving performance and scale, transparency of operation, speed of innovation and a highly engaging player experience.

Summary of Risk Factors

Our business is subject to numerous risks described in “Risk Factors” and elsewhere in this prospectus. You should carefully consider
these risks before making an investment. Some of these risks include:

+ we have experienced significant rapid growth in our operations:
+ asmall number of games currently generate a substantial majority of our revenue;

+ we must develop new games and enhance our existing games so that our players will continue to play our games and make
purchases of virtual items within our games;

+ we face significant competition;
+ if players do not find our casual game formats compelling and engaging, we could lose players and our revenue could decline;

+ we have a relatively short history offering our games on mobile and social platforms on a free-to-play basis, and this model and
these platforms are relatively new and evolving;

+ ifthe use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business
could be adversely affected;

+ ournew games could divert players of our other games without growing the overall size of our network;

* we may experience fluctuations in our quarterly operating results due to a number of factors, which makes our future results
difficult to predict;

* we rely on third-party platforms such as the Apple App Store, the Google Play Store. the Amazon Appstore and Facebook to
distribute our games and collect revenue; and

+ upon the completion of this offering, our directors, executive officers and holders of more than 5% of our ordinary shares will
beneficially own 81.7% of our outstanding ordinary shares, including 44.8% held by entities affiliated with Apax WW
Nominees Ltd. and 7.8% held by entities affiliated with Index Ventures.Table of Contents

Our Corporate Information and Structure

We were originally incorporated as Midasplayer.com Limited in September 2002, a company organized under the laws of England
and Wales. In December 2006, we established Midasplayer International Holding Company Limited, a limited liability company organized
under the laws of Malta, which became the holding company of Midasplayer.com Limited and our other wholly-owned subsidiaries. The
status of Midasplayer International Holding Company Limited changed to a public limited liability company in November 2013 and its
name changed to Midasplayer International Holding Company p.l.c. On March 25, 2014, King Digital Entertainment plc, a company
incorporated under the laws of Ireland and created for the purpose of facilitating the initial public offering contemplated hereby, became
our holding company by way of a share-for-share exchange in which the shareholders of Midasplayer International Holding Company p.l.c.
exchanged their shares in Midasplayer International Holding Company plc. for shares having substantially the same rights in King Digital
Entertainment ple at a ratio of five shares of King Digital Entertainment ple for every two shares of Midasplayer International Holding
Company p.L.c. See “Corporate Structure.” Upon the exchange, the historical consolidated financial statements of Midasplayer International
Holding Company p.l.c. became the historical consolidated financial statements of King Digital Entertainment plc. Our registered office is
located at Fitzwilton House, Wilton Place, Dublin 2, Ireland and our telephone number is +44 (0) 20 3451 5464.

Our website address is www-.king.com. Information contained on, or accessible through, our website is not a part of this prospectus.
The King logo, “King,” “king.com,” “royalgames.com,” “Candy Crush Saga,” “Pet Rescue Saga,” “Farm Heroes Saga,” “Papa Pear Saga,”
“Bubble Witch Saga” and other game titles, trademarks or service marks of ours appearing in this prospectus are our property. Trade

names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.Table of Contents

The Offering
Ordinary shares offered:
By us 15,533,334 ordinary shares
By selling shareholders 6,666,666 ordinary shares
Underwriters’ option to purchase additional shares The underwriters have an option, exercisable at any time within 30 days

from the date of this prospectus, to purchase a maximum of 3,330,000
additional ordinary shares from the selling shareholders, less underwriting
discounts and commissions, to cover over-allotment shares, if any. See

“Underwriting.”
Ordinary shares to be outstanding immediately after this
offering 314,932,321 ordinary shares
Use of proceeds We estimate that we will receive net proceeds from this offering of $325

million, based upon the initial public offering price of $22.50 per ordinary
share, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us. The principal purposes of this
offering are to create a public market for our ordinary shares, increase our
visibility in the marketplace, as well as to obtain additional capital. We
intend to use the net proceeds from this offering for working capital and
other general corporate purposes, which may include acquisitions. We will
not receive any of the proceeds from the sale of shares by selling
shareholders. See “Use of Proceeds.”

Risk factors See “Risk Factors” and the other information included in this prospectus
for a discussion of factors you should consider carefully before investing in
our ordinary shares.

New York Stock Exchange symbol “KING”

The number of ordinary shares to be outstanding immediately after this offering (i) is based on 299,338,370 ordinary shares
outstanding as of December 31, 2013 and (ii) assumes the issuance of 60,617 ordinary shares upon the exercise of share options in
connection with this offering and exclud

+ 15,494,370 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a per share
weighted-average exercise price of $4.55, a portion of which are linked to D3 ordinary shares;

+ — 1,166,666, 1,166,666 and 1,166,668 ordinary shares issuable upon the exercise of share options outstanding as of December 31,
2013, which are subject to market-based vesting conditions based on our achievement of an average target price per share of
$26.00, $32.00 and $38.00, respectively, over a specified time period, with a per share weighted-average exercise price of $7.46
and subsequently linked to D3 ordinary shares;

+ 347,000 ordinary shares issuable upon the exercise of share options granted between January 1, 2014 and March 12, 2014 witha
per share weighted-average exercise price of $9.87;

+ 7,422,180 ordinary shares issuable upon the exercise of share options linked to D3 ordinary shares granted between January I,
2014 and March 12, 2014 with a per share weighted-average exercise price of $31.37;Table of Contents

+ 170,000 ordinary shares issued between January 1, 2014 and March 12, 2014;

+ 80,000 ordinary shares issuable upon the exercise of vested shadow options outstanding as of the date of this prospectus with a
per share exercise price of $0.00008 (an additional 143,750 previously outstanding and unvested shadow options will
automatically lapse and be cancelled as of the date of this prospectus);

+ 17,504,347 shares that were repurchased by us in January 2014; and

+ 15,000,000 ordinary shares that may be issued under our 2014 Equity Incentive Plan (2014 Plan), which will be reduced by the
904,821 restricted stock units (RSUs) to be issued in connection with the completion of this offering. Our 2014 Plan will provide
for automatic annual increases in the number of shares reserved thereunder, as more fully described in “Management—Share
Incentive Arrangements—Post-offering Share Incentive Arrangements.”

Except as otherwise indicated, the information in this prospectus reflects and assumes:

* — the adoption of our amended and restated memorandum and articles of association, which will be in effect prior to the
completion of this offering:

+ unless otherwise indicated, our 1,000-for-1 forward share split effected in November 2011;

+ the completion on March 25, 2014 of the share-for-share exchange at a 5-for-2 forward exchange ratio with our predecessor
Midasplayer International Holding Company p.Lc., as more fully described in “Corporate Structure”;

+ the conversion of all of our outstanding A, B, C, DI and D2 ordinary shares and A and B preference shares into 299,338,370
ordinary shares and the acquisition by us and cancellation of our deferred shares to be completed prior to the completion of this
offering: and

+ no exercise by the underwriters of their option to acquire up to an additional 3,330,000 ordinary shares from the selling
sharcholders.Table of Contents

Summary Consolidated Financial Data

The following tables summarize certain consolidated financial and other data for our business. You should read the following
summary consolidated financial data in conjunction with “Sclected Consolidated Financial Data” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere
in this prospectus.

We have historically conducted our business through Midasplayer International Holding Company p.l.c. (formerly Midasplayer
International Holding Company Limited) and its subsidiaries. On March 25, 2014, King Digital Entertainment ple, a company incorporated
under the laws of Ireland and created for the purpose of facilitating the public offering contemplated hereby, became our holding company
by way of a share-for-share exchange in which the shareholders of Midasplayer International Holding Company p.I.c. exchanged their
shares in Midasplayer International Holding Company p.Lc. for shares having substantially the same rights in King Digital Entertainment
ple, which had nominal assets and liabilities prior to the share-for-share exchange and will not have conducted any operations prior to the
completion of this offering. Upon the exchange, the historical consolidated financial statements of Midasplayer International Holding
Company p.l.c. became the historical consolidated financial statements of King Digital Entertainment ple. The corporate reorganization is
reflected in the calculation of King Digital Entertainment plc’s earnings (loss) per share calculations attributable to the equity holders of the
company during the year. See “Corporate Structure.”

The consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated statement
of financial position data as of December 31, 2013 are derived from our annual consolidated financial statements included elsewhere in this
prospectus. Our financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB). Our historical results are not necessarily indicative of the results that should be expected
in any future period.

Year Ended December 31,
2011 2012 2013

Consolidated Statements of Operations Data:
(in thousands, except per share data)
Revenue

$164,412 $1,884,301
Costs and expenses (1)

Cost of revenue 54.713 584.358
Research and development 28,600 110,502

Sales and marketing 55,188 376,898
General and administrative 14,846 96,537

‘Total costs and expenses 153,347 1,168,295

Total revenue less expenses 11,065 716,006
Net finance income (costs) Sy (L731)

Profit (loss) before tax
Tax expense
Profit (loss)

Farnings (loss) per share attyibutable to the equity holders of the company (2):

1LH7,
3272

Basic $00) §__ 0.03 S___1.86
Diluted Sd 80 fs

(footnotes appear on following pag.

10Table of Contents

Year Ended December 31,

2017 2012 2013
Other Financial Data:
(in thousands, except percentage data)
Gross bookings (3) $ 77,106 $181,570 $1,979,821
Adjusted EBITDA (4) $ 4,442 $ 28,478 $ 824,742
Adjusted EBITDA margin (5) M% 17% 44%,

(1) Costs and expenses include share-based and other equity-related compensation expense as follows (in thousands):

Ended December 31.
aa 2012 013

Share-based and oiher equi
Cost of revenue

Research and development
Sales and marketing
General and administrative

Total share-based and other equity-related compensa

related compensation:
$820 $ 4,583

6.376 62,493
3,617
25,373
9

jon expense

(2) See Note 10 to our consolidated financial statements for further details on the calculation of basic and diluted earnings (loss) per share attributable to equity holders of the company

during the year.

(3) Gross bookings is defined as the total amount paid by our users for virtual items and for access to skill tournaments, See “Selected Consolidated Financial Data—Non-GAAP
Financial Measures—Gross Bookings” for a description of how we calculate gross bookings and for a reconciliation between gross bookings and revenue.

(4) Adjusted EBITDA is profit (loss), adjusted for provision for income taxes, other income (expense), net finance income (cost), depreciation, amortization, share-based and other
equity-related compensation (including social security charges associated therewith), and changes in deferred revenue. Sce “Selected Consolidated Financial Data—Non-GAAP
Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA and for a reconciliation between adjusted
EBITDA and profit (loss).

(5) Adjusted EBITDA margin is adjusted EBITDA as a percentage of adjusted revenue. See “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted
EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA margin and for a reconciliation between adjusted EBITDA margin and profit
(loss) and sce “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted Revenue” for a reconciliation between adjusted revenue and revenue

The following consolidated financial position data as of December 31, 2013 is presented:

* onan actual basis;

+ ona pro forma basis to give effect to the repurchase by us of all of our outstanding E ordinary shares in January 2014, the
acquisition by us and cancellation of our deferred shares and A deferred shares, and the declaration and payment of a dividend to
shareholders of $217 million in the aggregate in February 2014; and

* ona pro forma as adjusted basis to give further effect to the issuance and sale by us of 15,533,334 ordinary shares in this
offering at the initial public offering price of $22.50 per ordinary share, after deducting underwriting discounts and commissions
and estimated offering expenses payable by us.

llTable of Contents

As of December 31, 2013

Pro Forma As

Actual Pro Forma (1) Adjusted (2)
Consolidated Statement of Financial Position Data:
(in thousands)
Cash and cash equivalents $ 408,695 $ 190,355 $ 515,655
Trade and other receivables 216,881 216,881 216,881
Total assets 806,863 588,523 913,823
Trade and other payables 172,107 172,107 172,107
Deferred revenue 10,942 10,942 10,942
Total liabilities 439,476 439,476 439,476
Share capital 65 24 28
Total shareholders’ equity 367,387 149,047 474,347

(1) The pro forma consolidated statement of financial position as of December 31, 2013 included in our annual consolidated financial statements has been presented to reflect the
payment of a dividend to shareholders of $217 million in the aggregate in February 2014. The pro forma information above differs from the pro forma consolidated statement of
position included in our annual consolidated financial statements as of December 31, 2013.

(2) The pro forma as adjusted cash and cash equivalents, total assets and total shareholders’ equity include the expenses related to this offering not yet recognized in our historical
consolidated financial statements.

Non-GAAP Financial Measures

For more information about gross bookings, adjusted revenue, adjusted EBITDA and adjusted EBITDA margin, which are non-
GAAP financial measures that are not prepared in accordance with IFRS, see “Selected Consolidated Financial
Data—Non-GAAP Financial Measures.”

Exchange Rate Information

Certain information contained in this prospectus is expressed in euro, such as the nominal value of certain of our ordinary shares,
share option exercise prices and transactions values in “Related Party Transactions,” among others. The exchange rate between the U.S.
dollar and the euro as of December 31, 2011, December 31, 2012, and December 31, 2013 was $1.2939, $1.3215, and $1.3767 respectively,
per €1.00 according to the exchange rate according to the European Central Bank and OANDA Corporation.

Presentation of Financial Information

We report under IFRS as issued by the IASB. None of the financial statements were prepared in accordance with generally accepted
accounting principles in the United States (U.S. GAAP). We have historically conducted our busin through Midasplayer International
Holding Company p.L.c. (formerly Midasplayer International Holding Company Limited) and its subsidiaries. On March 25, 2014, we
completed a corporate reorganization and share-for-share exchange as described in “Corporate Structure” pursuant to which Midasplayer
International Holding Company p.l.c. became a wholly-owned subsidiary of King Digital Entertainment ple, a company created for the
purpose of facilitating the public offering contemplated hereby. The consolidated financial statements included in this prospectus are those
of King Digital Entertainment ple, which are the historical financial statements of Midasplayer International Holding Company p.L.c.
reflected retrospectively for the corporate reorganization and share-for-share exchange described in “Corporate Structure.” Upon the
exchange, the historical consolidated financial statements of Midasplayer International Holding Company p.l.c. became the historical
consolidated financial statements of King Digital Entertainment plc.Table of Contents

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. Before you invest in our ordinary shares, you should carefully consider the
following risks, as well as general economic and business risks, and all of the other information contained in this prospectus. Any of the
following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our
ordinary shares to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also
refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto.

Risks Related to Our Business
We have experienced significant rapid growth in our operations, and we cannot assure you that we will effectively manage our growth.

We have experienced a period of significant rapid growth and expansion in our operations that has placed, and continues to place,
significant strain on our management and resources. For example, our staff headcount and the scope and complexity of our business have
increased significantly, with the number of employees increasing from 144 as of December 31, 2011 to 665 as of December 31, 2013, and we
expect headcount growth to continue for the foreseeable future. Since October 2011, we have also opened five more game studios in Europe to
support our growth and game development. The growth and expansion of our business and headcount create significant challenges for our
management and operational resources. We cannot assure you that this level of significant growth will be sustainable in the future. In the event
of continued growth of our operations, our information technology systems or our internal controls and procedures will need to be scaled to
support our operations. In addition, some members of our management do not have significant experience managing a large global business
operation, so our management may not be able to manage such growth effectively. We also recently hired our Chief Financial Officer in October
2013. To effectively manage our growth, we must continue to improve our operatio