Euronext - 2019 Universal Registration Document

Financial Statements 8

Consolidated Statement of Changes in Equity

Revenue and profit contribution From the date of the acquisition, Oslo Børs VPS has contributed €57.1 million of revenue and €10.4 million of net profit to the Group. If the acquisition would have occurred on 1 January 2019, consolidated revenue and profit for the year ended 31 December 2019 would have been €727.4 million and €234.1 million respectively.

Analysis of cash flows on acquisition

2019

In thousands of euros

Acquisition related costs

(11,077) (11,077) (636,006)

Included in cash flows from operating activities

Cash consideration

Less: Balances acquired

77,741

(558,265) (569,342)

Included in cash flows from investing activities

NET CASH FLOWON ACQUISITION

Related transaction of acquisition of the 2.2% minority stake

Acquisition related costs Acquisition related costs of €11.1 million have been expensed and are included in exceptional items in profit or loss (see Note 12). Changes made after the preliminary fair value calculation since the Group’s Interim Financial Statements of 30 June 2019 During the second half of the year, the valuation of the net identifiable assets acquired was completed, with the most significant movements recognised in (i) Property, plant and equipment for re-assessment of the fair value of the Oslo stock exchange building, (ii) Intangible assets related to the valuation of certain intangible assets on acquisition, (iii) Trade and other payables following the identification of an unfavorable contract for trading services provided by London Stock Exchange to Oslo Børs VPS, (iv) Deferred tax liabilities includes the tax impact of the fair value adjustments and (v) Goodwill comprising the balance of all fair value adjustments. The line items for which fair value was adjusted and their impacts are disclosed in the table below:

Early July 2019, following completion of its unconditional offer launched on 31 May 2019, the Group obtained a further 1.6% of the shares of Oslo Børs VPS, increasing its interest to 99.4%. On 4 July 2019, the Group started a legal process to carry out a compulsory acquisition of all the remaining shares in Oslo Børs VPS that it did not already own. The offered redemption amount was the same as offered to shareholders in the offer launched on 31 May 2019, that is NOK 158 per share plus applicable interest payments. The above resulted in the transfer of the rights and ownership of the 0.6% remaining shares of Oslo Børs VPS to the Group on 4 July 2019, making the Group the beneficial owner of 100% of the Oslo Børs VPS shares. Subsequently, the Oslo Børs VPS share was deregistered from the N-OTC. On 9 July 2019, the Group acquired 60% of Finance Web Working SAS, a leading fund data provider in France, for a cash consideration of €3.2million and an option to acquire the remaining capital in 2023. The Group has acquired Finance Web Working SAS to complement Euronext’s Advanced Data Services offering and support its ambition to provide value-added services to both buy-side and sell-side clients in Europe. Finance Web Working SAS is operating under the business name Euronext Funds360. The related goodwill amounted to €3.4 million. The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of Finance Web Working SAS with those of the Group. The goodwill is not deductible for income tax purposes. The Group has chosen to recognise the non- controlling interest at the proportionate share of the net assets acquired. 5.2 Acquisition of Finance Web Working SAS (Euronext Funds360)

Fair Value Adjustment

In thousands of euros

Assets Property, plant and equipment

10,390

Right-of-use assets

769

Intangible assets: customer relations Intangible assets: software platform

218,997

33,140

Deferred tax assets

906

Liabilities Non-current lease liabilities

(548)

Deferred tax liabilities

(65,632)

Post-employment benefits

2,907

Non-current other provisions

(3,730)

Current lease liabilities

(164)

Trade and other payables

(2,860)

Net identifiable assets acquired

194,176 (194,176)

Less: Goodwill

TOTAL PURCHASE CONSIDERATION

-

200

www.euronext.com

2019 UNIVERSAL REGISTRATION DOCUMENT