Euronext // 2021 Universal Registration Document
Selected Historical Consolidated Financial Information, other Financial Information and Unaudited “pro forma” Combined Financial Information 5 Unaudited “pro forma” Combined Financial Information
5.3 Unaudited “pro forma” Combined Financial Information
5.3.2 BASIS OF PREPARATION The Transaction was accounted for using the acquisition method of accounting in accordance with IFRS 3, “Business Combinations” (“IFRS 3”), with Euronext N.V. as the acquirer of Borsa Italiana Group. Under IFRS 3, the acquisition method of accounting applies the fair value concepts defined in IFRS 13, “Fair Value Measurement” and requires, among other things, that the assets acquired and the liabilities assumed in a business combination be recognised by the acquirer at their fair values as of the acquisition date, with any excess of the purchase consideration over the fair value of identifiable net assets acquired recognised as goodwill. The acquisition date fair values of the identified intangible assets and the subsequent adjusting impacts for amortisation charges and deferred taxes on the unaudited pro forma combined financial information are disclosed in Note 3 to the Unaudited pro forma Combined Financial Information. The Unaudited pro forma Combined Financial Information is presented in thousands of euros, except where stated otherwise. The Unaudited pro forma Combined Financial Information is derived from: n Euronext N.V. ‘s audited Consolidated Financial Statements as of and for the year ended 31 December 2021 prepared in accordance with IFRS as adopted by the European Union, and Part 9 of Book 2 of the Dutch Civil Code. Ernst & Young Accountants LLP, independent auditors, have audited the Consolidated Financial Statements, and have issued an unqualified independent auditor’s report thereon. The Consolidated Financial Statements and the independent auditor’s report are included in this Universal Registration Document in Chapter 8 and Chapter 9.2 respectively; n financial information relating to the Borsa Italiana Group has been extracted from the unaudited Consolidated Statement of Profit or Loss of the Borsa Italiana Group for the period 1 January to 29 April 2021, prepared in accordance with IFRS as adopted by the European Union and based on Euronext N.V.’s income statement presentation. No unqualified independent auditor’s report have been issued or published thereon. The Unaudited pro forma Combined Financial Information is prepared in accordance with Annex 20 of Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129, and related ESMA Guidelines. To facilitate the transition of ownership following the acquisition of Borsa Italiana Group as from the acquisition date, a Transitional Service Agreement (“TSA”) was established, providing for temporary services rendered to or received from LSEG. Transitional income from services provided to LSEG is recognised in ‘Other income’, whereas transitional expenses for services received from LSEG are recognised in ‘Other operational expenses’. For the period 1 January 2021 up to 29 April 2021, the former intragroup charges of revenues and costs between Borsa Italiana Group and LSEG are considered to be classified on that same basis and therefore not leading to a pro forma adjustment.
The following unaudited pro forma combined financial information included in this Universal Registration Document, which has been prepared using historical consolidated financial information of Euronext N.V. as of and for the year ended 31 December 2021, and unaudited historical consolidated financial information for the period 1 January 2021 to 29 April 2021 of London Stock Exchange Group Holdings Italia S.p.A., together with its subsidiaries (the “Borsa Italiana Group”), is presented for illustrative purposes only and should not be considered to be an indication of the results of Euronext N.V following the acquisition of the Borsa Italiana Group (the “Combined Group”) had the acquisition occurred on 1 January 2021. The hypothetical results included in the pro forma financial information may differ from the Combined Group’s actual results. Background information The unaudited pro forma combined financial information of Euronext N.V. includes an unaudited pro forma combined statement of profit or loss for the financial year ended 31 December 2021 with the related explanatory notes (together the “Unaudited pro forma Combined Financial Information”) and has been prepared for illustrative purposes only to represent the pro forma effects of the acquisition of the Borsa Italiana Group by Euronext N.V. (the “Transaction”) on the unadjusted historical financial information of Euronext N.V., assuming the transaction had occurred on 1 January 2021. The Transaction is already fully reflected in Euronext N.V.’s Consolidated Balance Sheet for the year ended 31 December 2021. Therefore, only an Unaudited Pro Forma Combined Statement of Profit or Loss is included as part of the Unaudited Pro Forma Combined Financial Information. On 29 April 2021, the Group completed the acquisition of the total issued share capital of Borsa Italiana Group for a total consideration of €4,447 million, following the satisfaction of all condition precedents. The Transaction is further described in Note 5 “Business Combinations”, as part of Chapter 8 - Financial Statements . As stated above, the Unaudited pro forma Combined Financial Information has been prepared for illustrative purposes only, and, by its nature, is not intended to represent or to be indicative of the actual results of operations that the Combined Group would have recorded, had the Transaction been completed as of 1 January 2021 in the unaudited pro forma combined statement of profit or loss, nor is the Unaudited pro forma Combined Financial Information necessarily indicative of the future operating results of the Combined Group. Therefore, the hypothetical results included in the pro forma financial information may differ from the Combined Group’s actual results. 5.3.1 INTRODUCTION
154
2021 UNIVERSAL REGISTRATION DOCUMENT
Made with FlippingBook - Online Brochure Maker