Euronext // 2021 Universal Registration Document
Operating and Financial Review 7 Overview
Trading Activity A large proportion of Euronext’s business is transaction-based. For the year ended 31 December 2021, Euronext derived 37% of its revenue from its cash trading, derivatives, fixed income, spot FX and power trading businesses. Accordingly, fluctuations in the trading volumes directly affect Euronext revenues. During any period, the level of trading activity in Euronext markets is significantly influenced by factors such as general market conditions, market volatility, competition, regulatory changes, capital maintenance requirements, market share and the pace of industry consolidation. A reduction in trading activity could make Euronext markets less attractive to market participants as a source of liquidity, which in turn could further discourage existing and potential market participants and thus accelerate a decline in the level of trading activity in these markets. Because Euronext’s cost structure is largely fixed, if the trading volumes and the resulting transaction fee revenues decline, Euronext may not be able to adjust its cost structure to counteract the associated decline in revenues, which would adversely affect its net income. Euronext’s largely fixed cost structure also provides operational leverage, such that an increase in its trading volumes and the resulting transaction fee revenues would have a positive effect on its margins. Targeted Operating Optimisation From its origination, Euronext has identified various ways to streamline its processes and enhance its operational efficiency. As part of the “Agility for Growth” strategic plan released in May 2016, an additional cost reduction programme was announced, aiming to deliver €22 million additional savings (€15 million, net of inflation) by the end of 2019, through infrastructure optimisation and further streamlining of the organisation. In February 2019, Euronext announced it achieved €23.8 million of savings, against the €22 million previously expected. As part of its “Let’s Grow Together 2022” strategic plan, Euronext aimed at pursuing operating efficiency while maintaining a best- in-class cost discipline and investing in operational excellence. Infrastructure optimisation: Euronext made continuous efforts to improve its asset utilisation during this strategic plan. Together with a rationalisation of the number of sites and the set-up of Euronext’s IT team in Porto, it continued its effort to reinforce the culture of efficiency. Under its current “Growth for Impact 2024” strategic plan introduced in November, Euronext aims at maintaining its capital expenses at a level representing 3% to 5% of total revenue and aims at achieving €100 million pre-tax run-rate synergies as part of the the Borsa Italiana Group acquisition by 2024, thanks to the European expansion of Euronext Clearing and the migration of its Core Data Centre. Implementation costs of €160 million are estimated for the achievement of this synergies target. Restructuring costs incurred to realise the efficiencies described above have so far been classified as “Exceptional items” in the Income statement, for a total of €11.1 million in 2021 (2020: €4.3 million). This expense is included in the total amount of exceptional items of €47.8 million in 2021 (2020: €17.3 million), disclosed in Note 12 of the Consolidated Financial Statements.
Starting from the first quarter in 2022, Euronext will publish underlying recurring costs, and non-recurring costs. Euronext will remove the “Exceptional Items” line from its Financial Statements. Consequently, costs previously reported as exceptional items will fromQ1 2022 be included into their respective lines within Euronext operating expenses as non-recurring items. The €160 million of implementation costs announced in November 2021 to deliver on the “Growth for Impact 2024” strategic plan targets are therefore considered as non-recurring items and will be withdrawn from underlying costs. Derivatives Clearing Agreement On 14 October 2013, Euronext entered into the Derivatives Clearing Agreement with LCH SA in respect of the clearing of trades on its continental Europe derivatives markets. Under the terms of the Derivatives Clearing Agreement, effective starting 1 April 2014, Euronext has agreed with LCH SA to share revenues. Euronext receives a share of clearing income based on treasury services and the number of derivatives trades cleared through LCH SA, in exchange for which Euronext pays LCH SA a fixed fee plus a variable fee based on derivatives trading volume. The term of the existing Derivatives Clearing Agreement was through 31 December 2018. On November 2017, Euronext announced the signing of the renewal of its agreement with LCH SA on the continued provision of derivatives and commodities clearing services for a period of 10 years. For the year ended 31 December 2019, those revenues are €55.2 million and the associated expense is €28.1 million. For the year ended 31 December 2020, those revenues are €67.1 million and the associated expense is €33.1 million. For the year ended 31 December 2021, those revenues are €71.5 million and the associated expense is €33.7 million. Rights Issue On 29 April 2021, following the announcement of the completion of the acquisition of the Borsa Italiana Group and of a €600 million reserved capital increase by way of a private placement to CDP Equity and Intesa Sanpaolo, Euronext launched a rights offer to its existing shareholders (the “Offer”). Euronext offered 30,506,294 shares in the Offer (the “Offer Shares”) at the issue price of €59.65 per Offer Share (the “Issue Price”), on the basis of 2 Offer Shares for every 5 existing ordinary shares. Shareholders on Euronext’s shareholder register were granted transferable subscription entitlements (the “Rights”) in the Offer, which will entitle shareholders that qualify as eligible persons to subscribe for Offer Shares. The Rights were traded on Euronext Amsterdam from 30 April 2021 until 6 May 2021. The Exercise Period for the Offer Shares ran from 4 May 2021 to 10 May 2021. Any Rights not exercised before the end of the Exercise Period, i.e. the close of trading on 10 May 2021, automatically became null and void. Settlement and delivery of the Offer Shares and commencement of trading on Euronext Amsterdam took place on 14 May 2021. The Offer was underwritten with a syndicate of banks (the “Underwriters”). The Underwriters were obliged, subject to the satisfaction of conditions contained in and on the terms of the
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2021 UNIVERSAL REGISTRATION DOCUMENT
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