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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 
						
                                
Preview

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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

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

01/26/2017
Clerk of the Court
BY:VANESSA WU

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

DECLARATION OF MARIE C. BAFUS IN
SUPPORT OF KING DEFENDANTS’
AMENDED SUPPLEMENTAL
SUBMISSION REGARDING PLAINITIFFS’
MOTION FOR PRELIMINARY
APPROVAL OF SETTLEMENT

Date: Submitted Matter

Time: Submitted Matter

Dept: 304

Judge: The Honorable Curtis E.A. Karnow

Action Filed: March 17, 2015

DECL. OF MARIE C. BAFUS ISO KING
DEFS.’ AMENDED SUPP. SUBMISSION

LEAD CASE NO. CGC-15-544770FENWICK & WEST LLP

AtronNeys 47 Law

SAN Francisco

I, Maric C, Bafus, do hereby declare as follows:

1, Iam a member of the State Bar of California and an associate in the law firm of
Fenwick & West LLP, counsel for defendants King Digital Entertainment ple (“King” or the
“Company”), Hope Cochran, Robert S. Cohn and E. Stanton McKee (collectively with King, the
“King Defendants”). I have personal knowledge of the matters set forth below and, if called upon,
could testify competently to them.

2. Attached hereto as Exhibit A is a true and correct copy of King’s Prospectus for
its initial public offering, which was filed with the United States Securities and Exchange
Commission (“SEC”) on March 25, 2014 as a part of King’s final Registration Statement filing on
Form F-1/A.

3. Attached hereto as Exhibit B is a true and correct copy of King’s May 7, 2014
press release, which was filed on that date with the SEC as Exhibit 99.1 to King’s filing on Form
8-K.

4, Attached hereto as Exhibit C is a true and correct copy of the transcript of King’s
May 7, 2014 earnings conference call.

5. Attached hereto as Exhibit D is a true and correct copy of King’s August 12, 2014
press release, which was filed on that date with the SEC as Exhibit 99.1 to King’s filing on Form
8-K.

6. Attached hereto as Exhibit E is a true and correct copy of King’s February 12,
2015 press release, which was filed on that date with the SEC as Exhibit 99.1 to King’s filing on
Form 8-K.

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.

Executed this 26th day of January, 2017, at San Francisco, California.

(0 9
Nether Peg

Marie C.Bafus 7”

DECL. OF MARIE C. BAFUS ISO KING 1
DEFS.’ AMENDED SUPP. SUBMISSION

LEAD CASE NO. CGC-15-544770Exhibit A‘Table of Contents

d with the Securities and Exchange Commission on March 25, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3
to

Form F-1
REGISTRATION STATEME!
UNDER
THE SECURITIES ACT OF 1933

KING DIGITAL ENTERTAINMENT PLC

(Exact Name of Registrant as Specified in Its Charter)

Registration No, 333-193984

NA
(Translation of Registrant’s Name into English)
Ireland Bn Not Applicable
(State or Other Jurisdi (Primary Standard Industrial RS. Employer
Incorporation or Organization) Classification Code Number) ldentification Number)

King Digital Entertainment ple
Fitnwilton House
Wilton Place
Dublin 2, treland
+44 (0) 20 3451 5464
ZAP Code, and Telephone Number, Including Area Code, of Registrant's Principat Executive Offices)

(Address, Includi

King.com Ine.

188 King Street, Unit 302
San Francisco, CA 94107
(415) 777-8204
(Name, Address, Including ZIP Code, and Telephone Number, Includi

1g Area Code, of Agent for Service)

Copies to:
Mark C. Stevens, Esq. Robert M Katharine A. Martin, Esq.
Jeffrey R. Vetter, Esq. Frankie Wi Robert Sanchez, Esq.

James D. Evans, Esq, Tenth Floor Michael C. Labriola, Esq.
Fenwiek & West LLP Central Saint Giles, Wilson Sonsini Goodrich & Rosati,
801 California Street 1 St. Giles High Strect Professional Corporation
Mountain View, California 94041 London WC2H SAG. 1700 K Street, NW, Fifth Floor
(650) 988-8500 United Kingdom ‘Washington, D.C. 20006

(202) 973-8800

Approximate date of commencement of proposed offering to the publie: as soon as practicable after this Registration Statement bocomes effective,

mnder the Securities Act of 1933, check the following box. CE

Hany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 4

lod to rogister additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
clive registration statement for the same offering.

If this Form is
number ofthe earlier

Hf this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the

earlier effective registration statement for the same offering.

UF this Form is a post-effzctive amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.

The Registrant hereby amends this Registration Statement on such date or dates as may he necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Seetian 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on sueh date as the Securities and Exchange Commission, acting d Section 8(a), may determine.‘Table of Contents.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until
the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.

SUBJ

PTO COMPLETION DATED MARCH 25, 2014

Preliminary 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 1 34 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. The initial public offering price is
expected to be between $21.00 and $24.00 per share.

We have been authorized to list our ordinai

hares 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 3 5
Underwriting discounts and commissions (1) $ $
Proceeds, before expenses, to us $ 8
Proceeds, before expenses, to the selling shareholders 8 $

wo Underw

ing” for a description of compensation payable fo the underwriters,

The underwriters have an option to purchase a maximum of 3,330,000 additional ordinary shar
underwriting discounts and commissions, to cover over-allotment shares, if any. The underwriters
days from the date of this prospectus

s from the selling shareholders, less the
n exercise this option at any time within 30

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 , 2014.
J.P. Morgan Credit Suisse BofA Merrill Lynch
Barclays Deutsche Bank RBC Capital Markets

BMO Capital Markets ‘Cowen and Compa

Pacific Crest Securities

Piper Jaffray Stifel Wedbush Sec

Raine Securities LLC

+2014Bitesize
Brilliance |

97 million ow. 20 millions.
1065 million...,.... 188 million..,....-

15 million... 5 million... 3 million...
130 million... 33 million... 23 millionss..uetrata)

fice

440/07 .0/0167 6816

4Wi 0 6/61078 616Table of ContentsTable of Contents.

TABLE OF CONTENTS

Prospectus Summary 1
Risk Factors 13
Forward-Looking Statements 37
Market Data and User Metrics 38
se of Proceeds 40
Dividend Policy 40
Capitalization 41
Dilution 43
Corporate Structure 45
Selected Consolidated Financial Data 46
anagement’s Discuss Fina 51
A Message from King CEO and Co-Founder, Riccardo Zacconi 9
Business 81
Management 104
Related Party Transactions 17
Major and Selling Shareholders 120
Description of Share Capital 123
Shares Eligible for Future Sale 142
Taxation 144
IJnderwriting 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 Fl

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 these securities. 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 , 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 solicitat‘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

We are 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 14 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 title 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
creased 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.

structure

We believe the inherently social nature of our games, our data-driven marketing processes, our cross-platform technology inf
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 metries, 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 S(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. These assets, capabilities 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 increasing
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:

+ 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 dovice 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 created 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 catego!

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 intuitiv
This creates the sense of achievement that underpins the high engagement in our games.

t takes skill to progress.

+ Inherently social, Our games provide social interactions that enhance the player experience: s
sharing achievements and helping each other to progress.

cial connectivity is built around

+ 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 virtuou:
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 mumber 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‘able 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 Metries

Our key financial metrics, which include gross bookings, revenue and adjusted EBITDA, and our key operating metries, 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 Quarterly Average MUPs
(millions) (thousands)

Oh? OHI O42 QHZ OF OBA OMS OLN OIE OR OFZ OIF Oh GBIF OFF EIT
DAK
Revenue and Gross Bookings Profit (Loss) and Adjusted EBITDA
(millions) (millions)
8 $062
gpp828 sg28t8 gays SRST!

QF? O12 OF OHA Ol OM5 as HF

BeRevewe Grows Bookings B Prosi Loch S Mdnstad EBITDA,

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 “Selected Consolidated
Financial Data—Non-GAAP Financial Measures.”‘Table of Contents

Our busines:
these risks before making an investment. Some of these risks include:

Key Strategies

Our key strategies are:

Strengthen 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 seek 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 plaiforms 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

5S is subject to numerous risks described in “Risk Factors” and elsewhere in this prospectus. You should carefully consider

we have experienced significant rapid growth in our operations;

a small 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 mobil
these platforms are relatively new and evolving;

and social platforms on a free-to-play basis, and this model and

if the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could

be adversely affected;

our new 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 @ 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
beneficially own 81.7% of our outstanding ordinary shares, including 44.8% held by entities aff
Ltd. and 7.8% held by entities affiliated with Index Ventures.

of our ordinary shares will
fed with Apax WW Nominees‘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 ple, 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 Intemational Holding Company p.l.c. exchanged their shares in
Midasplayer International Holding Company p.Le. 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 ple. 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.

Ordinary shares offered:
By us

By selling shareholders

Underwriters’ option to purchase additional shares

Ordinary shares to be outstanding immediately after this
offering

Use of proceeds

Risk factors

New York Stock Exchange symbol

offering and excludes:

subsequently linked to D3 ordinary shares;

The Offering

15,533,334 ordinary shares
6,666,666 ordinary 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.”

314,932,321 ordinary shares

We estimate that we will receive net proceeds from this offering of $326
million, based upon an assumed initial public offering price of $22.50 per
ordinary share, the midpoint of the price range set forth on the cover page of
this prospectus, after deducting estimated 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.”

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,

“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,

+ 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

+ 347,000 ordinary shares issuable upon the exercise of share options granted between January 1, 2014 and March 12, 2014 with a 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 1, 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
869,528 restricted stock units (RSUs) to be issued in connection with the completion of this offering, based on an assumed initial
public offering price of $22.50 per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus. 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-I 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.L.c., as more fully described in “Corporate Structure”:

+ — the conversion of all of our outstanding A, B, C, D1 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 op nal 3,330,000 ordinary shares from the selling

shareholders.

n to acquire up to an add)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 “Selected 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.l.c. exchanged their shares in
Midasplayer International Holding Company p.L.c. 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 plo. The corporate reorganization is reflected in the calculation of
King Digital Entertainment ple’s carnings (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

‘Consolidated Statements of Operations Data:

{in thousands, except per share data)

Revenue S$o3901 $iekai2 S$ L.NR4 301
Costs and expenses (1):

Cost of revent A783 584.358

Research and development 28,600 110,502

Sales and marketing $5,188 376898

General and administrative 7958 ase 96.537

Tol costs and expenses Ga pae saa?” 1,108,295

Total sevenue less expenses 047) 716,006

Net finance income (eae) 49 (731)

Profit (loss) before tax (698) 714275

Tax expense 146.681

Profit (loss) S_ 567.594

Eavninngs (los) per shore attrib to the equity haldews of ihe company (2):

Basie $10.00) S186

Ditowed $0.00)

footnotes appear on following page)

10Table of Contents.

‘Year Ended December 31,

201 204 2013
Other Financial Data:
{in thousands, exeept perventage data)
Gross bookings (3) $77,706 $181,570 $1,979,821
Adjusted EBITDA (4) $ 4442 § 28.478 $ 824.742
Adjusted EBITDA margin (5) M% 17% 44%

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

Year Ended December 31,

2012
Share-baved and other vguiiy related compensation:
Cost of revenue S820
Research and development 6576
Sales and marketing 2.033
General and administrative 1,704

‘Total share-based and other equity-related compensation 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 yoar.

(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 ard for a reconciliation between gross bookings and revenue,

(4) Aduusted 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. See “Selected Consolidated Financial Data Non-GAAP Financi
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 es a percentage of adjusted revenue, See “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted EBITDA
and Adjusted EBITDA Margin” fora description of how we calculate adjusted EBITDA margin and fora reconciliation between adjusted EBITDA margin and profit (loss) and see
“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
an assumed initial public offering price of $22.50 per ordinary share, the midpoint of the price range set forth on the cover page of
this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by
us,Table of Contents.

As of December 31, 2013

Pro Forma
Pro Forma as
Actual Adjusted @)
Consolidated Statement of Financial Position Data:
(in thousands)
Cash and cash equivalents $408,695 $ 190,355 § 516,529
Trade and other receivables 216881 216.881 216,881
Total assets 806,863 588,523 914,697
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 4 8
Total shareholders’ equity 307.387 149,047 475.221

(2) 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
dividend to shareftolders of $217 million in the aygregate in February 2014, The pro forma information abave 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 sharcholders’ 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 Finaneial 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 business through Midasplayer International
Holding Company p.l.c. (formerly Midasplayer Intemational 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..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.Le. 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 ple.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, includiag 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. Sin