Euronext // 2021 Universal Registration Document
Financial Statements 8 Notes to the Consolidated Financial Statements
Issued capital and share premium As of 31 December 2021, following the private placement and the rights issue, the Company’s issued share capital amounts to €171,370,070 and is divided into 107,106,294 Ordinary Shares. The Priority Share is currently not outstanding. The fully paid ordinary
shares carry one vote per share and rights to dividends, if declared. The Group’s ability to declare dividends is limited to distributable reserves as defined by Dutch law.
The movements in the Group’s issued shares, issued capital and share premium were as follows during the year ended 31 December 2021 (there were no movements during the comparative period):
Total In thousands of euros
Issued shares In thousands
Issued capital (a) In thousands of euros
Share premium (b) In thousands of euros
Movements during the year ended 31 December 2021 Private placement CDP Equity and Intesa Sanpaolo (at €87.70)
6,600
10,560
568,260
578,820
Rights offering to existing shareholders (at €59.65)
30,506
48,810
1,770,873
1,819,683
Directly attributable costs
—
—
(23,267)
(23,267)
TOTAL
37,106
59,370
2,315,866
2,375,236
(a) All issued shares at nominal value of €1.60 per share. (b) Private placement at excess value of €86.10 per issued share (€87.70 minus €1.60) and rights offering against excess value of €58.05 per issued share (€59.65 minus €1.60).
NUMBER OF SHARES OUTSTANDING
2021
2020
In numbers of shares
Issued shares
107,106,294
70,000,000
Treasury shares Treasury shares as at 1 January
(329,465)
(232,625)
Liquidity contract
—
5,000
Share buy back
(350,000)
(200,000)
From share-based payments vesting Treasury shares as at 31 December OUTSTANDING AS AT 31 DECEMBER
154,836
98,160
(524,629)
(329,465)
106,581,665
69,670,535
26.1 Reserve own shares Treasury shares are accounted for at trade date and all held by Euronext N.V. The movement on the line “acquisitions of own shares” in the Consolidated Statement of Changes in Equity consists of the impact from transactions by the liquidity provider of €0.1 million loss (2020: €0.4 million profit), minus the impact from transactions under the share repurchase programme for €31.8million (2020: €13.6million). Details of these movements are disclosed below at (i) and (ii). (i) Liquidity provider Part of the movement in the reserve during the reporting period relates to the transactions in Euronext N.V. shares conducted by the liquidity provider on behalf of the Group under the liquidity contract established (€0.1 million loss in 2021). The liquidity Agreement (the “Agreement”) has been established in accordance with applicable rules, in particular the Regulation (EC) 2273/2003 of the European Commission of 22 December 2003
implementing the directive 2003/6/EC of the European Parliament and Council as regards exemptions for buyback programs and stabilisation of financial instruments, the provisions of article 2:95 of the Book II of Dutch Civil Code, the provisions of the General Regulation of the French Autorité des Marchés Financiers (the “AMF”), the decision of the AMF dated 21 March 2011 updating the Accepted Market Practice n° 2011-07 on liquidity agreements, the code of conduct issued by the French Association Française des Marchés Financiers (“AMAFI”) on 8 March 2011 and approved by the AMF by its aforementioned decision dated 21 March 2011 (the “AMAFI Code”) and as the case maybe the relevant Dutch rules applicable to liquidity agreements in particular the regulation on Accepted Market Practices WFT (Regeling gebruikelijke marktpraktijken WFT) dated 4 May 2011 and Section 2.6 of the Book II – General Rules for the Euronext Amsterdam Stock Market (the “Dutch Rules”). As at 31 December 2021, Euronext N.V. holds nil shares under the programme (2020: nil shares).
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2021 UNIVERSAL REGISTRATION DOCUMENT
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