Euronext - 2020 Universal Registration Document
Presentation of the Group
Strategy: “Let’s Grow Together 2022” Strategic Plan
Belgium in relation with the Proposed Combination. On 25 March 2021, LSEG received the approval of the Financial Industry Regulatory Authority (“FINRA”) in relation with the Proposed Combination. The Proposed Combination is, as of the date of publication of this Universal Registration Document, still subject to regulatory approvals in several jurisdictions. Euronext expects to complete the Proposed Combination in the first half of 2021. 1.2.3 STRATEGIC TARGETS AND PROSPECTS IN 2021 In February 2021, Euronext announced that it achieved most of the objectives of its 2022 strategic plan: n Euronext achieved two years in advance its 2022 guidance: n 2020 revenue at comparable perimeter at €831 million vs. €826 million expected for 2022, primarily as a result of to improved market position and increased post-trade activity, n 2020 EBITDAmargin (3) at comparable perimeter at 60.5%, above 60% expected for 2022, primarily as a result of continued costs discipline; n confirmed 50% dividend pay-out ratio; n significant diversification into new asset classes and new revenue models since October 2019. Since Euronext achieved its 2022 guidance and expects the closing of the contemplated acquisition of the Borsa Italiana Group to transform the Company profile, Euronext no longer intends to pursue its 2022 guidance which is withdrawn. Euronext will provide the market with new 2024 guidance reflecting the extender perimeter during the fourth quarter of 2021. As a result, investors should disregard the ’Let’s Grow Together 2022’ financial targets highlighted in section 1.2.1 of this Universal Registration Document. In 2021, Euronext will pursue delivering on the contemplated acquisition of the Borsa Italiana Group (see section 1.2.2 Update in 2020) and provides the market with a single cost guidance for 2021: Euronext expects its operating costs excluding D&A to decrease by a mid-single digit in 2021 (4) , compared to the annualised 2020 fourth quarter operating costs excluding D&A (5) . Despite the high level of uncertainty resulting from the Covid-19 pandemic, the management believes that – on the basis of strong credit worthiness, flexible financial structure, high level of profitability and significant percentage of non-volume related revenues – the Group is well equipped to cope with the evolving situation and pursue the strategic objectives mentioned above. Please refer to Section 2.1 Risk Factors for more details on the Covid-19 pandemic.
An Italian candidate will also be proposed as an independent member of the Supervisory Board (1) (see section 4.2.3 - Supervisory Board) and will become the Chair of the Combined Group (2) . Euronext will recommend that Commissione Nazionale per le Società e la Borsa (“CONSOB”) is invited to join Euronext’s College of Regulators, becoming part of the supervision of Euronext at Group level pari passu with other European regulators with a rotating chair every semester. Direct regulatory oversight of the Borsa Italiana Group will remain unchanged allowing CONSOB and Banca d’Italia to continue directly supervision of the Borsa Italiana Group’s activities. The Borsa Italiana Group will maintain its current functions, structure and relationships within the Italian ecosystem and preserve its Italian identity and strengths. The Italian CEO of the Borsa Italiana Group will join the Managing Board (see section 4.2.3 Managing Board) of Euronext (2) . The CEO of MTS will join the extended Managing Board (see section 4.2.3 Managing Board) , alongside the other key leaders of large business units and key central functions of Euronext, with Group-wide responsibilities for fixed income trading. Borsa Italiana’s knowledge, expertise and understanding of the specific features of the Italian market will be a fundamental element of enrichment for Euronext and will be valued and preserved. The Combined Group will strengthen Borsa Italiana as the go- to venue for listing and trading in Italy and continue to develop their programmes to facilitate the access to equity financing for companies, with a specific focus on SMEs. Key businesses and some central functions of the Combined Group will be based in Milan and Rome and the leadership of the Group finance function will be located in Milan. Timetable LSEG’s shareholders approved the Proposed Combination on 3 November 2020. Euronext received the German Federal Cartel Office clearance of the Proposed Combination on 11 November 2020. Euronext’s shareholders approved the Proposed Combination on 20 November 2020. Euronext received the foreign direct investment clearance of the Proposed Combination by the Italian Council of Ministers on 11 December 2020. The European Commission has conditionally approved, under the EU Merger Regulation, LSEG proposed acquisition of Refinitiv on 13 January 2021. On 29 January 2021, LSEG closed its acquisition of Refinitiv. On 25 February 2021, the Financial Conduct Authority (“FCA”) approved the Proposed Combination. On 26 February 2021, the European Commission approved Euronext under the EU Merger Regulation as a suitable purchaser for the Proposed Combination. On 17 March 2021, the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) approved the Proposed Combination. On 11 March 2021, Euronext received a declaration of non-objection fromEuronext’s College of Regulators in relation with the Proposed Combination. On 9 March 2021, Euronext received a declaration of non-objection from the National Bank of
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(1) On February 2021, the Group announced that Piero Novelli has been nominated by the Supervisory Board as an independent member of the Supervisory Board, to become the next Chairman of Euronext N.V. Mr. Novelli will step down from all executive positions before becoming Chairman. The appointment of Mr. Novelli remains subject to the approval of the relevant regulatory authorities and of Euronext shareholders (2) Subject to regulatory approval. (3) As defined in section 5.2 – Other Financial Information. (4) Ernst & Young Accountants LLP provides no assurance on prospective financial information included in this Universal Registration Document and performed no service with respect to it. (5) Annualised 2020 fourth quarter operating costs excluding D&A amounted to €420.4 million, excluding consolidation of the Borsa Italiana Group.
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2020 UNIVERSAL REGISTRATION DOCUMENT
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