16 August 2016: Proposed disposal and cancellation of listing

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

16 August 2016

CDialogues plc ("CDialogues", the "Company" or the "Group") Proposed sale of Telilea Limited Proposed Cancellation of Admission to trading on AIM and Notice of General Meeting

Further to the announcement made on 17 June 2016, CDialogues plc (AIM: CDOG) announces that the Company has entered into a conditional sale and purchase agreement with Numbase Group Limited the holding company of Numbase Limited ("Numbase"), the Company's principal customer, for the disposal of all the Company's shares in Telilea Limited (the "Disposal").

Telilea Limited is a trading subsidiary of the Group and is the holding company for the Group's other subsidiaries. Completion of the Disposal will require the approval of Shareholders in accordance with the requirements of the AIM Rules.

Following completion of the Disposal, the Company will no longer have any trading operations and the Directors will seek to determine the best method to return the net cash resources of the Company resulting from the Disposal to Shareholders. Following, or as part of, any such distribution to the Shareholders, the Directors propose to engage a liquidator to carry out a members' voluntary liquidation of the Company ("MVL").

Telilea Limited has been purchased by Numbase Group Limited for a price of €840,000 on a cash free, debt free basis. Prior to completion of the Disposal, Telilea Limited will distribute up to €2,896,120 of excess cash to the Company.

On the basis of the a number of assumptions, which are detailed below, the Company is expected to have sufficient cash resources to make total distributions to Shareholders of up to approximately €3.90 million in aggregate, equivalent to approximately €0.62 per Ordinary Share (or approximately £0.54 per Ordinary Share) on a Fully Diluted Basis following completion of the Disposal (assuming an exchange rate of £1.00/€1.16). The estimated level of total distributions and timing of distributions is provided for guidance purposes only. It is emphasised that the ability of the Company to make the estimated level of distributions and the timing of such return is not currently known with certainty, and will be subject to factors outside of the control of the Board, certain of which are detailed below.

Given that a liquidation of the Company via an MVL is proposed after completion of the Disposal, the Directors, having considered the guidance to the AIM Rules that is relevant to companies in the situation that will apply to the Company following completion of the Disposal, have also concluded that the admission of the Ordinary Shares to trading on AIM should be cancelled ("Cancellation").

A General Meeting of the Company is to be convened to be held at 10 a.m. on 2 September 2016. At the General Meeting, resolutions seeking approval for the Disposal and the

Cancellation will be proposed.

Further details of the proposals can be found in a circular which is due to be posted to Shareholders today, extracts of which can be found below.

A further circular will be sent to Shareholders in due course regarding the return of cash to Shareholders which is to occur.

The above summary should be read in conjunction with the full text of this announcement and the circular (which includes a notice convening the General Meeting), which is being posted to Shareholders today and will also be made available to view shortly on the Company's website, www.cdialogues.com. Extracts from the circular are set out below. Defined terms used in this announcement have the meaning as set out at the end of this announcement and as in the circular.

CDialogues Plc	Tel: [phone]
George Karakovounis
Pale Spanos
Allenby Capital Limited	Tel: [phone]
David Hart
Alex Brearley
Walbrook PR Ltd	Tel: [phone]/ [e-mail]
Paul Cornelius	Mob: [phone]
Nick Rome	Mob: [phone]

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the circular)

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication and dispatch of this document	16 August 2016
Latest time and date for receipt of Forms of Proxy	10 a.m. on 31 August 2016
General Meeting Completion of the Disposal	10 a.m. on 2 September 2016 2 September 2016

Last day of dealings in Ordinary Shares on AIM	14 September 2016
Time and date of the Cancellation	7:00 a.m. on 15 September 2016

PROPOSED SALE OF TELILEA LIMITED, PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING Description of Telilea Limited

Telilea Limited is a Cyprus incorporated subsidiary of the Company and serves as an operating subsidiary of the Group and is the holding company for the Group's other Subsidiaries. Its business comprises the provision of marketing services to mobile network operators, with a particular focus on emerging markets.

Telilea Limited has two wholly owned subsidiary companies:

• CDialogues S.A. The principal activities of CDialogues Greece include software development services as well as support and maintenance services related to the Group's software.

• CDialogues MEA DMCC. The principal activities of CDialogues Dubai are the provision of IT services and solutions.

The principal asset owned by Telilea Limited is a proprietary software platform and related technical infrastructure, which is used to deliver and manage the Group's mobile marketing services.

For the year ended 31 December 2015, Telilea Limited recorded audited profit before tax of €1,138,927 on revenues of €3,398,854. The audited total assets of Telilea Limited as at 31 December 2015 were €3,881,320, with net assets being €1,752,831.

For the year ended 31 December 2015, Telilea Limited's subsidiary, CDialogues Dubai recorded audited profit before tax of €1,167,914 on revenues of €5,311,694. The audited total assets of CDialogues Dubai as at 31 December 2015 were €3,157,244, with net assets being €2,637,342.

For the year ended 31 December 2015, Telilea Limited's subsidiary, CDialogues Greece recorded audited profit before tax of €68,734 on revenues of €860,000. The audited total assets of CDialogues Greece as at 31 December 2015 were €557,347, with net assets being

€389,189.

These results should, however, be considered in light of the adverse trading conditions that the Group has experienced during 2016 (as described in section 4 below). In particular, Shareholders should be aware that when the termination of the Group's contracts with Numbase becomes effective, which in the absence of any change in circumstances is expected to occur by the end of September 2016 at the latest, then Telilea Limited and the Subsidiaries will have no revenues. As noted above, all excess cash in Telilea Limited and its subsidiaries, amounting to up to €2,896,120 will be distributed to the Company prior to Completion. Summary of the Disposal

Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to dispose of all of its shares in Telilea Limited for a purchase price of €840,000 payable on completion of the Disposal. This amount includes outstanding receivables due to Telilea Limited and its subsidiaries from Numbase.

The Disposal is conditional upon the passing at the General Meeting of Resolution 1.

Following completion of the Disposal, CDialogues will have no subsidiaries and no operations and the Company's principal asset will be its cash balances. The Company will remain party to a limited number of agreements and will retain a small number of current liabilities which will be discharged as soon as practically possible.

As stated above, it is currently envisaged that completion of the Disposal will occur on 2 September 2016.

Further details of the Sale and Purchase Agreement are included at the end of this document.

Background to and reasons for the Disposal

CDialogues' Ordinary Shares were admitted to trading on AIM on 27 June 2014. The Company's operations were at that time focused on providing specialised marketing services to mobile network operators, with a particular focus on emerging markets, especially the Middle East and North Africa. At that point in time, CDialogues was a growing, profitable and cash generative business.

During the second half of 2015 the Group began to experience weaker than anticipated performance of certain of its projects. New project launches also experienced delays over this period, as mobile network operators pushed back project start dates.

Over the course of 2016, the Group experienced further deterioration in its trading and the generation of new business. A new project for a customer in Central America was required to be discontinued due to technical challenges in respect of integration with the operator's systems.

In May 2016, the Company announced that it had become clear to the Board that the market conditions for winning new contracts had changed. In particular, the Board stated that it was of the view that the profit margin that could be achieved on new business opportunities was at a level which made little commercial or financial sense to pursue, and as a result, the Company was unlikely to engage in any new contracts until market conditions had changed. The Company also highlighted that revenues from its existing four contracts were in decline.

On 17 June 2016, CDialogues announced that it had received a notice of termination from Numbase in respect of the four contracts from which CDialogues generates all of its current revenues. The Company stated that it was in discussion with Numbase in respect of the notice of termination, in order to seek alternative outcomes, but should Numbase proceed