EURONEXT_Registration_Document_2017

6

FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

Note 5.3 – Acquisition of FastMatch Inc. On 14 August 2017, the Group acquired 89.78% of the ordinary shares in FastMatch Inc., a US-based Electronic Communication Network (“ECM”) in the spot foreign exchange market, for a

consideration of €138.5 million. The Group has acquired FastMatch Inc. to strengthen the Group’s revenue-, product- and geographic diversification and accelerate its growth profile. The current FastMatch Inc. management will remain invested with a 10.22% ownership.

Details of the purchase consideration, the net assets acquired and goodwill are reflected in the tables below.

FAIR VALUE

In thousands of euros

Cash paid

131,674

Contingent consideration

6,784

TOTAL PURCHASE CONSIDERATION

138,458

The assets and liabilities recognised as a result of the acquisition are as follows:

FAIR VALUE

In thousands of euros

Assets Property, plant and equipment

541

Intangible assets: brand names

5,766

Intangible assets: customer relations

32,477

Intangible assets: software platform

4,240

Other intangible assets

2,504

Non-current other receivables

132

Trade and other receivables

3,790

Cash and cash equivalents

4,723

Liabilities Deferred tax liabilities

(6,005)

Current income tax liabilities

(151)

Trade and other payables

(2,271)

Net identifiable assets acquired

45,746

Less: non-controlling interest

(4,675)

Add: Goodwill

97,387

TOTAL PURCHASE CONSIDERATION

138,458

receivables have been impaired and it is expected that the full contractual amounts can be collected.

The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of FastMatch Inc. with those of the Group. The goodwill is not deductible for income tax purposes. Contingent Consideration The acquisition includes a contingent earn-out payment payable on the 1 st anniversary of the acquisition date. At acquisition date a financial liability of €6.8 million was recognised as contingent consideration in other short-termfinancial liabilities and subsequent measurement will be through profit or loss (see Notes 30). Acquired Receivables The fair value of trade and other receivables was €3.8 million and included €3.6 million of trade receivables, which is not materially different to the gross contractual amount. None of the trade

Non-controlling Interest The Group has chosen to recognise the non-controlling interest at the proportionate share of the net assets acquired. As such, non- controlling interest on acquisition amounted to €4.7 million (10.22% of €45.8 million). Revenue and Profit Contribution From the date of the acquisition, FastMatch Inc. has contributed €7.2 million of revenue and €0.3 million of net profit to the Group. If the acquisition would have occurred on 1 January 2017, consolidated revenue and profit for the year ended 31 December 2017 would have been €551.6 million and €242.0 million respectively.

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2017 REGISTRATION DOCUMENT