Euronext - 2020 Universal Registration Document
Operating and Financial Review 7 Overview
7.1.6 GOODWILL Goodwill recorded includes the entire goodwill that arose from the acquisition of the Amsterdam and Brussels stock exchanges in 2000 and the Lisbon stock exchange in 2002. It also includes an allocation of the goodwill that arose from the acquisition of Atos Euronext Market Solutions (“AEMS”), Euronext’s preferred IT service provider, in 2008. In 2017, additional goodwill was recorded in relation to the acquisitions of Company Webcast, iBabs and FastMatch. In 2018, additional goodwill was recorded in relation to the acquisitions of InsiderLog, the Irish Stock Exchange and Commcise. In 2019, additional goodwill was recorded in relation to the acquisitions of Oslo Børs VPS and Finance Web Working SAS. In 2020, additional goodwill was recorded in relation to the acquisitions of Nord Pool, Ticker Software, 3Sens and VP Securities. FINANCIAL AND TRADING POSITION The significant events that occurred between 31 December 2020 and the date of this report that have a material impact on the Group’s financial and trading position are listed below: n Acquisition of London Stock Exchange Group Holdings Italia S.p.A. (“Borsa Italiana Group”) On 9 October 2020, the Group announced that it had entered into a binding agreement with London Stock Exchange Group plc (“LSEG”) to acquire 100% of the issued share capital of London Stock Exchange Group Holdings Italia S.p.A. (“Borsa Italiana Group”), for a cash consideration of €4,325 million (1) . The Proposed Combination of the Borsa Italiana Group and Euronext is expected to create the leading pan-Europeanmarket 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. For further information on the strategic rationale of the transaction reference ismade to section 1.2.2. Initial financing of the transaction is fully secured through a bridge loan facility underwritten by a group of banks (see Note 29). Long- term financing will be implemented through a mix of (i) existing available cash, (ii) new debt and (iii) new equity to be issued, which comprises a private placement to long-term strategic investors CDP Equity S.p.A. and Intesa Sanpaolo S.p.A. and a rights offer to Euronext’s shareholders. The transaction is subject to a broad range of conditions of which several major conditions have already been satisfied. The transaction is still subject to regulatory approvals in several jurisdictions. The completion of the transaction is expected in the first half of 2021. 7.1.7
Other Factors n October 2020 market outage
On Monday 19 October 2020, due to a technical issue impacting all Euronext cash and derivatives segments connected to the single liquidity pool, trading was halted at 09.48 CEST on all Euronext segments and the closing process was impacted. The root cause was identified as a technical issue in a third-party software and has been resolved. Euronext has assessed the incident and taken appropriate short-term and medium term actions to remediate the points identified. COVID-19 The global pandemic from the COVID-19 outbreak has caused disruption to financial markets and normal patterns of business activity across the world, including in the markets in which the Group operates. In particular, unprecedented actions to protect public health and monetary and fiscal policy measures taken by governments and central banks make the severity of the economic impact of the COVID-19 pandemic very uncertain. To protect the health and safety of employees, the Group applies the recommendations of local authorities: widespread remote working for staff (including ensuring all staff provided with required material), reinforced cleaning measures for those in Euronext offices, additional barriers, face masks and hand sanitizer for all employees, etc . Reinforced communication from management and mental health resources for employees was made available. The current health situation has had no adverse impact so far on the Group’s market operations. The Group has been able to ensure smooth and efficient running of critical functions and processes. Euronext markets remained open, servicing a highly volatile trading environment, positively impacting the Group’s trading revenues. The effects of the COVID-19 outbreak did not lead to the Group making use of any financial support from governments in the form of reliefs or grants and did not lead to a negative impact on the Group’s liquidity position or to an impairment of goodwill. As a result, the COVID-19 pandemic has had no adverse impact on the Group’s financial statements for year ended 31 December 2020. The Group continues to monitor and assess the impact of COVID-19. The pandemic has impacted, and continues to impact, the global economy and, as a result, the Group’s trading revenues may suffer from loss of volume. This may also impact the Group’s other business lines and, notably, its listings revenues as a result of a decrease in the number of initial public offerings. In addition, the pandemic has resulted in volatility in capital markets. Such volatility is unpredictable and, while it may lead to higher trading volumes, it can result in lower predictability over the Group’s earnings. Therefore, as the ultimate severity of the COVID-19 pandemic is uncertain, the Group is not able to reasonably predict the impact it may have on its financial performance in 2021.
(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 €42 million as of 30 June 2020.
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2020 UNIVERSAL REGISTRATION DOCUMENT
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