Euronext - 2020 Universal Registration Document
Presentation of the Group
Strategy: “Let’s Grow Together 2022” Strategic Plan
Contemplated Acquisition of the Borsa Italiana Group (the “Proposed Combination”) On 9 October 2020, Euronext announced that it has entered into a binding agreement with London Stock Exchange Group plc (“LSEG”) and London Stock Exchange Group Holdings (Italy) Limited to acquire 100% the entire issued share capital of London Stock Exchange Group Holdings Italia S.p.A, the holding company of the Borsa Italiana Group (the “Proposed Combination”), for a cash consideration of €4,325 million (1) . This announcement followed the previous announcement made on 18 September 2020 by Euronext and CDP Equity that they had entered into exclusive discussions with LSEG regarding the potential acquisition of the Borsa Italiana Group. The Proposed Combination is expected to create a leading European market infrastructure in the European Union, whose central role to connect local economies to global markets is strengthened through the creation of the number one venue for listing and secondary markets for both debt and equity financing in Europe. This Transaction significantly enhances the scale of Euronext, diversifies its business mix into new asset classes and strengthen its post-trade activities. With this transaction, Euronext delivers on its ambition to build the leading pan-European market infrastructure The Borsa Italiana Group Overview The Borsa Italiana Group is the integrated Italian market infrastructure, with operations diversified across regulated markets (Borsa Italiana), ELITE, fixed income trading (MTS, 62.5% owned by the Borsa Italiana Group), central counterparty clearing (CC&G), a central securities depositary (“CSD”) (Monte Titoli) and other Business Lines. As of 31 December 2020, 337 companies were listed on Borsa Italiana, with a total domestic market capitalisation of €607 billion. Over 2020, average daily volumes of c.€2.4 billion in cash equity and more than c. €360 billion in fixed income (including reported deals) were traded on the Borsa Italiana Group’s markets. In 2020, the Borsa Italiana Group generated €479.2 million of total revenue and income and €277.9 million of EBITDA (2) . The proforma revenue for the Combined Group amounted to €1.3 billion and EBITDA to €789.7 million for the Financial Year ended 31 December 2020 (these information are derived from pro forma financial information disclosed in section 5 – Selected historical consolidated financial information and other financial information) . Italy is expected be the largest revenue contributor to the Combined Group with 33.9% of the total 2020 proforma revenue. The Italian eco-systemwill benefit from best-in-class offering and technology, while local expertise in fixed-income trading and post-trade will be further enhanced by the Group’s enlarged scale.
Strategic Rationale The Proposed Combination of the Borsa Italiana Group and Euronext is expected to create the leading pan-European market infrastructure. This transformational project positions the Combined Group to deliver the ambition of further building the backbone of the Capital Markets Union in Europe, while at the same time supporting local economies. The Combined Group will benefit from an attractive and more diversified geographical footprint. Based on Euronext’s and the Borsa Italiana Group’s performance in 2020, had the Proposed Combination occurred in 2020, the Combined Group would have been: n the #1 listing venue in Europe by total market capitalization with more than 1,870 companies listed and €5.1 trillion aggregate market capitalization of listed companies (3) ; n the #1 venue for secondary markets in Europe by equities value traded, with c.€11.2 billion worth of equities traded on a daily basis (4) ; and n the #1 venue in equity financing, with more than €63.6 billion raised in 2020 from investors to finance companies across Europe. The Borsa Italiana Group and Euronext are expected to combine their strong listing franchises to facilitate access to equity financing for companies, with a specific focus on small and medium-sized enterprises (“SMEs”), family-owned and tech companies, and to develop ELITE, the international business support and capital raising platform for ambitious and fast growing companies, in a pan-European framework. Borsa Italiana is expected join the Euronext single order book which offers a unique gateway to investors accessing the largest liquidity pool in Europe. This single liquidity pool is powered by Optiq®, a proprietary state-of-the-art technology, offering a unique entry point to all Euronext’s securities and products to both local and global institutional and retail investors. Euronext expects to achieve enhanced business diversification with new capabilities in fixed income trading and clearing, as well as consolidation of CSD businesses. With the addition of MTS, the Combined Group will operate the leading European government bonds trading platform covering the full scope of fixed income products. The acquisition of CC&G, a multi-asset clearing house, is expected to complete the post-trade value chain by becoming the clearing house within the Combined Group and a key pillar of the enlarged Euronext’s post-trade strategy. The addition of Monte Titoli is expected to more than double the size of Euronext’s CSD franchise, increasing assets under custody from €2.5 trillion to €5.9 trillion (5) .
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(1) Plus an additional amount reflecting the cash generated to completion. Excluding cash and liquid assets (after deduction of regulatory requirements) and borrowings, representing a total net liability of €42m as of 30 June 2020. (2) As defined as in section 5.2 – Other financial information. (3) At end of December 2020. (4) As of January to December 2020. (5) As of December 2020.
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2020 UNIVERSAL REGISTRATION DOCUMENT
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