Euronext announces the success of its approximately €1.8 billion
rights offer as part of the financing of the acquisition of the
Borsa Italiana Group
Contacts
Media |
Contact Investor Relations |
Amsterdam |
+31 20 721
4133 |
Brussels |
+32 2 620 15
50 |
+33 1 70 48 24
27 |
Dublin |
+353 1 617
4249 |
Lisbon |
+351 210 600
614 |
|
Milan |
+39 02 72 42 62
12 |
Oslo |
+47 22 34 19
15 |
|
Paris |
+33 1 70 48 24
45 |
|
|
|
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Euronext announces the
success of its approximately €1.8 billion
rights offer as part of
the financing of the acquisition of the
Borsa Italiana
Group
Amsterdam, Brussels, Dublin, Lisbon,
Milan, Oslo and Paris –
12 May 2021 –
Euronext, the leading pan-European market infrastructure, today
announces the success of its rights offer (the “Offer”) which was
launched on 29 April 2021, concurrently with the completion of the
acquisition of Borsa Italiana Group (the “Transaction”).
The final gross proceeds of the Offer amount to
€1,820 million, corresponding to the issuance of 30,506,294
ordinary shares at a subscription price per share of €59.65.
Following the closing of the Offer, Euronext’s issued share capital
will be comprised of 107,106,294 ordinary shares.
The Offer was largely oversubscribed. 29,904,734
new shares were subscribed on an irreducible basis, representing
approximately 98% of the shares to be issued. Orders submitted on a
reducible basis represented 10,178,007 new shares and will
therefore only be partially allocated for a number of 601,560 new
shares.
The net proceeds of the issue will be used to
partially refinance the acquisition of the Borsa Italiana Group,
completed on 29 April 2021, for a final consideration of €4,444
million.
Stéphane Boujnah, Chief Executive Officer and
Chairman of the Managing Board of Euronext said:
“We are delighted by the success of this €1.8
billion rights offer and by the strong support demonstrated by our
shareholders in the acquisition of the Borsa Italiana Group. This
transaction creates the leading pan-European market infrastructure,
and the successful rights offer shows the confidence of our
shareholders and investors in our strategic choices to deliver
value while building the backbone of the Capital Markets Union in
Europe.”
Settlement and delivery of the new shares (the
“Offer Shares”) and commencement of trading on Euronext Amsterdam,
Paris, Brussels and Lisbon are expected to take place on 14 May
2021 (the “Settlement Date”). 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.
BofA Securities Europe SA, Crédit Agricole
Corporate and Investment Bank, HSBC Continental Europe and J.P.
Morgan AG acted 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 and ING Bank N.V. acted as Joint Bookrunners, and Crédit
Industriel et Commercial S.A. acted as Joint Lead Manager.
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.
Availability of the
Prospectus
A Prospectus in connection with the admission to
trading of the ordinary shares on Euronext Amsterdam, Paris,
Brussels and Lisbon, 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 the
AFM, as competent authority under the Prospectus Regulation, on 29
April 2021.
The Securities Note, the 2020 Universal
Registration Document and the Summary (including Dutch, French and
Portuguese translations of the Summary) are available free of
charge on Euronext’s website
(https://www.euronext.com/en/offering-information).
ANALYSTS & INVESTORS –
ir@euronext.com |
Aurélie
Cohen |
+33 1 70 48 24
27 |
ir@euronext.com |
Clément
Kubiak |
+33 1 70 48 26
33 |
ckubiak@euronext.com |
CONTACTS MEDIA –
mediateam@euronext.com |
Aurélie Cohen
(Europe/Paris) |
+33 1 70 48 24
45 |
parispressoffice@euronext.com |
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 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).
Disclaimer
This press release contains inside information
within the meaning of article 17(1) of Regulation (EU) 596/2014 of
the European Parliament and Council of 16 April 2014 (Market Abuse
Regulation).
- This
announcement is not for release, distribution or publication,
whether directly or indirectly and whether in whole or in part, in
or into the United States, Canada, Australia, South Africa or Japan
or any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
- This
announcement is for information purposes only and is not intended
to constitute, and should not be construed as, an offer to sell or
a solicitation of any offer to buy the securities of Euronext N.V.
(the Company, and such securities, the
Securities) in the United States, Canada,
Australia, South Africa or Japan or in any other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of such jurisdiction.
- This
announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not
an offer of securities for sale into the United States. The
Securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the Securities
Act), or under any securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
taken up, renounced or delivered, directly or indirectly, into or
within the United States, except pursuant to an applicable
exemption from the registration requirements of the Securities Act.
No public offering of securities is being made in the United
States.
- In the United
Kingdom, this announcement and any other materials in relation to
the Securities is only being distributed to, and is only directed
at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only
with, "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) No 2017/1129 as it forms part of English law by
virtue of the European Union (Withdrawal) Act 2018 and who are (i)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the
Order); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). Persons who are
not relevant persons should not take any action on the basis of
this document and should not act or rely on it.
- The Company has
not authorised any offer to the public of Securities in any Member
State of the European Economic Area other than the Netherlands.
With respect to any Member State of the European Economic Area,
other than the Netherlands (each a Relevant Member
State), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member
States (i) to any legal entity which is a qualified investor as
defined in the Prospectus Regulation; or (ii) in any other
circumstances falling within Article 1(4) of the Prospectus
Regulation. For the purpose of this paragraph, the expression
"offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the
offer and the Securities to be offered so as to enable the investor
to decide to purchase or subscribe for the Securities and the
expression "Prospectus Regulation" means Regulation (EU) No
2017/1129 and includes any relevant delegated regulations.
- No action has
been taken by the Company that would permit an offer of Securities
or the possession or distribution of these materials or any other
offering or publicity material relating to such Securities in any
jurisdiction where action for that purpose is required.
- The release,
publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions into which they are released, published or
distributed, should inform themselves about, and observe, such
restrictions.
- Each of the
Company, as well as each of BofA Securities Europe SA, Crédit
Agricole Corporate and Investment Bank, HSBC Continental Europe,
J.P. Morgan AG, 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. and Crédit
Industriel et Commercial S.A. (the Underwriters)
and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
- The Underwriters
are acting exclusively for the Company and no one else in
connection with any offering of Securities. They will not regard
any other person as their respective clients in relation to any
offering of Securities and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients nor for providing advice in relation to any
offering of Securities, the contents of these materials or any
transaction, arrangement or other matter referred to herein. None
of the Underwriters or any of their respective subsidiary
undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents, alliance partners or any
other entity or person accepts any responsibility or liability
whatsoever for, or makes any representation, warranty or
undertaking, express or implied, as to the truth, accuracy,
completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating to the group, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of these
materials or its contents or otherwise arising in connection
therewith. Accordingly, the Underwriters disclaim, to the fullest
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
in such forward-looking statements. Forward-looking statements in
this press release speak only as of the date of this press release.
Except as required by applicable laws and regulations, Euronext
expressly disclaims any obligation or undertaking to update or
revise the forward-looking statements contained in this press
release to reflect any change in its expectations or any change in
events, conditions or circumstances on which such statements are
based.
No Profit Forecasts or
Estimates. No statement in this press release is intended
to be or is to be construed as a profit forecast or estimate for
any period and no other statement in this press release should be
interpreted to mean that earnings or earnings per share for
Euronext for the current or future financial years, or those of the
Combined Group, would necessarily match or exceed the historical
published earnings or earnings per share for Euronext.
This press release is for information purposes
only: it is not a recommendation to engage in investment activities
and is provided “as is”, without representation or warranty of
any kind. While all reasonable care has been taken to ensure the
accuracy of the content, Euronext does not guarantee its accuracy
or completeness. Euronext will not be held liable for any loss or
damages of any nature ensuing from using, trusting or acting on
information provided. No information set out or referred to in this
publication may be regarded as creating any right or obligation.
The creation of rights and obligations in respect of financial
products that are traded on the exchanges operated by Euronext’s
subsidiaries shall depend solely on the applicable rules of the
market operator. All proprietary rights and interest in or
connected with this publication shall vest in Euronext. This press
release speaks only as of this date. Euronext refers to Euronext
N.V. and its affiliates. Information regarding trademarks and
intellectual property rights of Euronext is available at
www.euronext.com/terms-use.
© 2021, Euronext N.V. - All rights
reserved.
The Euronext Group processes your personal data
in order to provide you with information about Euronext (the
"Purpose"). With regard to the processing of this personal data,
Euronext will comply with its obligations under Regulation (EU)
2016/679 of the European Parliament and Council of 27 April 2016
(General Data Protection Regulation, “GDPR”), and any applicable
national laws, rules and regulations implementing the GDPR, as
provided in its privacy statement available at:
www.euronext.com/privacy-policy. In accordance with the applicable
legislation you have rights with regard to the processing of your
personal data: for more information on your rights, please refer
to: www.euronext.com/data_subjects_rights_request_information. To
make a request regarding the processing of your data or to
unsubscribe from this press release service, please use our data
subject request form at
connect2.euronext.com/form/data-subjects-rights-request or email
our Data Protection Officer at dpo@euronext.com.
- 20200512_ENX_PR Closing rights issue vF
Euronext NV (EU:ENX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Euronext NV (EU:ENX)
Historical Stock Chart
From Jul 2023 to Jul 2024