Euronext launches its share capital increase by way of a rights
offer of approximately €1.8bn as part of the Financing of the
Acquisition of Borsa Italiana
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EURONEXT LAUNCHES ITS
SHARE CAPITAL INCREASE BY WAY OF A RIGHTS
OFFER OF APPROXIMATELY
€1.8BN AS PART
OF THE FINANCING OF THE ACQUISITION OF
BORSA ITALIANA
Principal terms of the transaction and
financing
-
Issue price:
€59.65 per Offer
Share; theoretical value
of Rights: €7.14
-
Subscription ratio: 2
Offer Shares for
every 5 existing Ordinary
Shares
-
Ex-rights Date: 30 April
2021
-
Rights trading period: from
9:00 CET on 30
April 2021 to 17:40 CET
on 6 May
2021
-
Record Date: 17:40 CET at
3 May 2021
-
Exercise period: from
9:00 CET on 4
May 2021 to
17:40 CET on 10
May 2021
Amsterdam, Brussels, Dublin,
Lisbon, Milan, Oslo and Paris
– 29 April 2021 -
Following the announcement of a binding agreement with London Stock
Exchange Group plc and London Stock Exchange Group Holdings (Italy)
Limited (the
“Seller”) to
acquire the entire issued share capital of London Stock Exchange
Group Holdings Italia SPA, the holding company of the Borsa
Italiana Group (the
“Combination”)
on 9 October 2020, the announcement of the completion of the
Combination and of a reserved capital increase by way of a private
placement (the “Private Placement”) to CDP Equity
and Intesa Sanpaolo on 29 April 20211, Euronext launches a rights
offer (the
“Offer”) for an
amount of approximately €1.8bn (including share premium).
The Offer is part of a total equity financing
package of approximately ~€2.4bn that also includes the Private
Placement with total proceeds of ~€0.6bn. As a consequence of the
completion of the Private Placement, CDP Equity and Intesa Sanpaolo
respectively own 7.31% and 1.31% of Euronext’s share capital and
have joined Euronext’s Reference Shareholders group2. Euronext
intends to use the net proceeds of the Offer to repay a portion of
the bridge facilities which were used to fund the cash
consideration payable to the Seller (the “Bridge
Facilities”).
Terms of the
Offer
Euronext is offering 30,506,294 offer shares in
the Offer (the “Offer Shares”) at the issue price
of €59.65 per Offer Share (the “Issue Price”), on
the basis of 2 Offer Shares for every 5 existing ordinary shares.
Shareholders on Euronext’s shareholder register at the Record Date
(the “Shareholders”) are being granted
transferable subscription entitlements (the
“Rights”) in the Offer, which will entitle
Shareholders that qualify as eligible persons to subscribe in cash,
on an irreducible basis, for Offer Shares and, on a reducible
basis, for the number of Offer Shares they wish to acquire in
addition to the ones they are entitled to through the exercise of
their Rights on an irreducible basis, at the Issue Price.
Based on the closing price of €84.65 per
ordinary share on 28 April 2021 and 76,265,735 ordinary shares
issued and outstanding (i.e. 76,600,000 less 334,265 treasury
shares) at that date:
-
the theoretical value of 1 Right is €7.14 (this value may fluctuate
during the Rights trading period, in particular depending on
changes in the price of the ordinary shares);
-
the Issue Price of €59.65 per Offer Share represents a discount of
23.0% to the theoretical ex-rights price
(“TERP”) of €77.51 per ordinary
share.
No offer of Offer Shares is being made to
Shareholders who are not eligible persons and are therefore not
permitted to exercise the Rights granted to them. Euronext, as
holder of ordinary shares in treasury, will not be granted any
Rights.
The Rights and the Offer are governed by and
shall be construed in accordance with Dutch law, without prejudice
to laws and regulations which may be applicable to the Offer in
Belgium, France and Portugal.
The statutory pre-emptive rights (wettelijke
voorkeursrechten) of the Shareholders have been excluded with
respect to the Offer, since Euronext is not taking any action to
permit a public offering of the Offer Shares in any jurisdiction
outside of Belgium, France, the Netherlands and Portugal. Instead,
Shareholders as of the Record Date are being granted Rights that
will entitle them, if they are eligible persons, to subscribe for
the Offer Shares at the Issue Price.
Shareholders’ commitments and
indications of their
intentions
Each of ABN AMRO Participaties Fund I B.V. (“ABN
Amro Bank”), Caisse des Dépôts et Consignations (“CDC”), CDP Equity
S.p.A. (“CDP Equity”), and Intesa Sanpaolo S.p.A. (“Intesa
Sanpaolo”) has committed to exercise all of the Rights granted to
them and to subscribe and pay for the Offer Shares issued to them
as a result thereof. In addition, Intesa Sanpaolo may increase (but
without any obligation to do so) during the Offer its stake up to a
maximum participation in Euronext equal to 1.5% for its own
account.
BNP Paribas Fortis, SA/NV (“BNP Paribas”) has
undertaken to exercise all of the Rights granted to it and to
subscribe and pay for the Offer Shares issued to it as a result
thereof. BNP Paribas has left the group of the Euronext Reference
Shareholders.
Furthermore, Euroclear SA/NV (“Euroclear”) and
Société Fédérale de Participations et d’Investissement/Federale
Participatie- en Investeringsmaatschappij (“SFPI-FPIM”), which own
respectively 7.31% and 4.11% of Euronext’s share capital post the
Private Placement, intend to participate in the Offer in a cash
neutral transaction by selling part of their shares and/or Rights
in order to raise sufficient cash proceeds (less costs and expenses
and any taxes arising on such sales) to cover the cost of taking up
Rights exclusively with the proceeds of this sale and have
committed to the Company to apply those net proceeds to subscribe
and pay for the Offer Shares by exercising Rights granted to
them.
To the extent known to Euronext, no person,
other than CDC and CDP Equity, intends to subscribe for more than
5% of the Offer.
Lock-up agreements
In connection with the Offer, each of ABN Amro
Bank, BNP Paribas, CDC, CDP Equity, Euroclear, Intesa Sanpaolo,
SFPI-FPIM has agreed with Euronext that it will not, directly or
indirectly, issue, offer, lease, sale, grant of rights, warrants or
options in respect of, or other disposition of any Ordinary Shares
or any other securities exchangeable for or convertible into, or
substantially similar to, Ordinary Shares during a period ending 90
days from the Settlement Date (subject to certain exceptions),
except with the prior written consent of Euronext; provided that
Euronext may not give its prior written consent without the prior
written consent of the Joint Global Coordinators (on behalf of the
Underwriters).
Additionally, Euronext has agreed that it will
not, directly or indirectly, issue, offer, lease, sale, grant of
rights, warrants or options in respect of, or other disposition of
any Ordinary Shares or any other securities exchangeable for or
convertible into, or substantially similar to, Ordinary Shares
during a period from the date of the Underwriting Agreement to 180
days from the Settlement Date, subject to certain exceptions.
Dilution
For illustrative purposes only, Shareholders
holding 1.00% of Euronext’s share capital as of 28 April 2021 who
transfer, do not exercise or who are not permitted to exercise, any
of their Rights will suffer a dilution of their proportionate
ownership and voting rights of approximately 28.5% as a result of
the issue of the Offer Shares.
Underwriting
The Offer is being underwritten, for the part
not covered in the Shareholders’ commitments paragraph, pursuant to
an underwriting agreement entered into on 29 April 2021 with a
syndicate of banks including BofA Securities Europe SA, Crédit
Agricole Corporate and Investment Bank, HSBC Continental Europe and
J.P. Morgan AG acting as Joint Global Coordinators, ABN AMRO Bank N
V, BNP Paribas, Intesa Sanpaolo S.p.A, Mediobanca, Banca di Credito
Finanziario S.p.A., Société Générale, UniCredit Bank AG, Milan
Branch, ING Bank N.V. acting as Joint Bookrunners and, Crédit
Industriel et Commercial S A . acting as Joint Lead Manager (the
“Underwriters”).
Indicative timetable of the
Offer
The Rights will be traded on Euronext Amsterdam
under the ISIN code NL0015000A04 from 9:00 CET on 30 April 2021
until 17:40 CET on 6 May 2021. It will not be possible to buy or
sell the Rights on the market after the close of trading on 6 May
2021. The Exercise Period for the Offer Shares will run from 9:00
CET on 4 May 2021 to 17:40 CET on 10 May 2021. Exercised Rights
cannot be revoked or modified, except in limited circumstances.
Any Rights not exercised before the end of the
Exercise Period, i.e. the close of trading on 10 May 2021, shall
automatically become null and void. Settlement and delivery of the
Offer Shares and commencement of trading on Euronext Amsterdam are
expected to take place on 14 May 2021. The Offer Shares will, upon
issue, rank pari passu in all respects with the then outstanding
Ordinary Shares and will be eligible for any dividends Euronext may
pay after the Settlement Date.
Availability of the
Prospectus
The Prospectus, comprising the Securities Note,
the 2020 Universal Registration Document and the Summary, was
approved as a prospectus for the purposes of the Prospectus
Regulation by, and filed with, the AFM, as competent authority
under the Prospectus Regulation, on 29 April 2021.
The AFM has notified the Prospectus to the AMF
in France, the CMVM in Portugal and the FSMA in Belgium for
passporting in accordance with the Prospectus Regulation. In
addition, the AFM has notified the Prospectus to ESMA. Distribution
of the Prospectus, and the transfer of the Rights and the Offer
Shares (the “Offer Securities”), into
jurisdictions other than Belgium, France, the Netherlands and
Portugal may be subject to specific regulations or
restrictions.
The Securities Note, the 2020 Universal
Registration Document and the Summary in English, and Dutch, French
and Portuguese translations of the Summary, are available free of
charge on Euronext’s website
(https://www.euronext.com/en/offering-information).
Risk factors
Before investing in the Offer Securities,
prospective investors should consider carefully the risks and
uncertainties described in Section 2.1 (Risk Factors) of the 2020
Universal Registration Document (pages 48 through 54) and the
section “Risk Factors” of the Securities Note (pages 1 through 16),
together with the other information contained in the Prospectus.
The occurrence of any of the events or circumstances described in
these risk factors, individually or together with other
circumstances, may have a significant negative impact on the
business, financial condition, results of operations and prospects
of Euronext and its subsidiaries (together, the “Combined
Group”). The prices of the Offer Securities could decline
and an investor might lose part or all of its investment upon the
occurrence of any such event.
Prospective investors should carefully read and
review the entire Prospectus and should form their own views before
making an investment decision with respect to any Offer Securities.
Furthermore, before making an investment decision with respect to
any Offer Securities, prospective investors should consult their
own professional adviser and carefully review the risks associated
with an investment in the Offer Securities and consider such an
investment decision in light of their personal circumstances.
CONTACTS – EURONEXTMedia -
mediateam@euronext.com
Aurélie Cohen (Europe/Paris)
+33 1 70 48 24
45
Analysts &
investors –
ir@euronext.comAurélie
Cohen +33 1 70 48 24
17Clément Kubiak +33
1 70 48 26 33
About Euronext
Euronext is the leading pan-European market
infrastructure, connecting local economies to global capital
markets, to accelerate innovation and sustainable growth. It
operates regulated exchanges in Belgium, France, Ireland, Italy,
The Netherlands, Norway and Portugal. With close to 1,900 listed
issuers worth €5.6 trillion in market capitalisation as of end
March 2021, it has an unmatched blue chip franchise and a strong
diverse domestic and international client base. Euronext operates
regulated and transparent equity and derivatives markets, one of
Europe’s leading electronic fixed income trading markets and is the
largest centre for debt and funds listings in the world. Its total
product offering includes Equities, FX, Exchange Traded Funds,
Warrants & Certificates, Bonds, Derivatives, Commodities and
Indices. Euronext also leverages its expertise in running markets
by providing technology and managed services to third parties. In
addition to its main regulated market, it also operates Euronext
Growth® and Euronext Access®, a number of junior markets,
simplifying access to listing for SMEs. Euronext provides custody
and settlement services through central securities depositories in
Denmark, Italy, Norway and Portugal.
For the latest news, go to euronext.com or
follow us on Twitter (twitter.com/euronext) and LinkedIn
(linkedin.com/euronext).
-
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other than the Netherlands (each a Relevant Member
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result, the Securities may only be offered in Relevant Member
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"offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the
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are acting exclusively for the Company and no one else in
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extent permitted by applicable law, all and any liability, whether
arising in tort or contract or that they might otherwise be found
to have in respect of this announcement and/or any such
statement.
- This
announcement does not constitute a prospectus. An offer to acquire
Securities pursuant to the proposed offering will be made, and any
investor should make his or her investment, solely on the basis of
information that will be contained in the prospectus to be made
generally available in the Netherlands in connection with such
offering. When made generally available, copies of the prospectus
may be obtained at no cost from the Company or through the website
of the Company.
Information Regarding Forward-Looking
Statements. This press release includes forward-looking
statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond
Euronext’s, the Borsa Italiana Group’s and the Combined Group's
control and all of which are based on Euronext’s, the Borsa
Italiana Group’s or the Combined Group’s current beliefs and
expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such
as "could", "expect", "intend", "envisage", "may", "should", "will"
or "would" or the highlights or the negatives thereof, other
variations thereon or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this press release and
include statements that reflect Euronext’s, the Borsa Italiana
Group’s or the Combined Group’s intentions, beliefs or current
expectations and projections about the their respective future
results of operations, financial condition, liquidity, performance,
prospects, anticipated growth, targets, strategies and
opportunities and the markets in which they respectively operate,
and the anticipated timing of the Proposed Combination or the
Offer. These forward-looking statements and other statements
contained in this press release regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
Euronext, the Borsa Italiana Group or the Combined Group. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
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release to reflect any change in its expectations or any change in
events, conditions or circumstances on which such statements are
based.
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Estimates. No statement in this press release is intended
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Combined Group, would necessarily match or exceed the historical
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1 For more information, please refer to the press releases
published on XX April 2021, available on
https://www.euronext.com/fr/node/16892152 Please refer to Euronext
2020 Universal Registration Document for further information on the
Reference Shareholders Agreement (Section 6.4.1 – Reference
Shareholders)
- 20210429 - PR Euronext Rights Issue vF
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