EURONEXT_Registration_Document_2017

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FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

NOTE 25 BORROWINGS

2017

2016

In thousands of euros

Non-current Borrowings

Term Loan facility

-

70,000

Bank Loan facility

165,000

-

Issue costs

(318)

(995)

TOTAL

164,682

69,005

Current Borrowings (accrued interest)

203

96

TOTAL

203

96

used to prepay and permanently reduce the Bank Loan. Any amount prepaid under the Bank Loan may not be redrawn.

On 6 May 2014, the Group entered into a syndicated bank loan facilities agreement (“the Facilities Agreement”), with BNP Paribas and ING Bank N.V. as Lead Arrangers, providing for (i) a €250 million term loan facility and (ii) a €250 million revolving loan facility, both maturing or expiring in three years. On 20 February 2015, Euronext N.V. entered into the amended and extended facility agreement. Based on this agreement, effective on 23 March 2015 (i) the undrawn revolving credit facility had been increased by €140 million to €390 million and (ii) €140 million had been repaid as an early redemption of the €250 million term loan facility. On 23 September 2016, Euronext repaid €40 million as an early redemption of the €110 million term loan facility, resulting in a net non-current borrowing of €69 million as of 31 December 2016. On 23 March 2017 Euronext made an early repayment of the outstanding balance resulting in the termination of the term loan facility. On 12 April 2017, the Group entered into a new revolving loan facility agreement (“the Facility”) with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers. This new Facility has replaced the revolving credit facility of €390 million. On 18 July 2017, the Group entered into a syndicated bank loan facility (“the Bank Loan”) with BNP Paribas and ABN AMRO BANK N.V. as Lead Arrangers, providing for €175 million. The Bank Loan has been drawn in the amount of €165 million on 9 August 2017 in order to (i) fund the acquisition of 89.8% of the shares and voting rights in FastMatch Inc and (ii) refinance the acquisition of 60% of the shares and voting rights in iBabs B.V. previously financed through the Facility. The Bank Loan and Facility are together referred to as Instruments. Term, Repayment and Cancellation The Bank Loan and the Facility mature in three and five years, respectively. They include a two times one year extension possibility. At 31 December 2017 the Facility of €250 million was undrawn and the Bank Loan was drawn resulting in a net non-current borrowing of €164.7 million. Euronext will be able to voluntarily cancel both the Bank Loan and Facility in whole or part or prepay amounts it borrows under both the Bank Loan and Facility. The Bank Loan Agreement includes a mandatory prepayment provision, which requires the net proceeds raised from any debt capital markets issuance (including convertible instruments) by the Company or any of its subsidiaries guaranteed by the Company be

Interest Rates and Fees The €250 million term loan facility bore an interest rate equal to EURIBOR plus a margin which was initially set at 0.80%. The €390million revolving credit facility bore an interest rate of EURIBOR plus a margin initially set at 0.50%. As the Company leverage ratio decreased, both margins were lowered to 0.70% and 0.40%, respectively. EURIBOR is floored at 0%. The new €175 million Bank Loan has borne an interest rate equal to EURIBOR plus amargin initially set at 0.45%. The Facility has borne an interest rate of EURIBOR plus a margin initially set at 0.25%. It should be noted that as at 31 December 2017, there was no outstanding advance drawn under the Facility. EURIBOR is floored at 0%. For the Bank Loan, Euronext may request that the maturity date be extended to the fourth or the fifth anniversary date of the facility agreement. For the revolving credit facility, Euronext may request that the maturity date be extended to the sixth or to the seventh anniversary date of the Facility. An extension fee of (i) 0.05% of the full amount of the relevant Instrument is payable if Euronext requests that the initial maturity date be extended to the first relevant anniversary date or, (ii) 0.10% of the full amount of the relevant Instrument is payable if Euronext requests that the initial maturity date be extended to the second relevant anniversary date. For the Facility, an utilisation fee accrues on a daily basis at the following applicable rate per annum to be applied on the amount drawn:  if less than 33% of the total commitment under the Facility has been drawn at the relevant date, 0.10%;  if 33% or more (but less than 66%) of the total commitment under the Facility has been drawn at the relevant date, 0.20%; or  if 66% or more of the total commitment under the Facility has been drawn at the relevant date, 0.40%. Euronext must also pay customary commitment fees at a rate per annum equal to 35% of the then applicable margin for the relevant Instrument on each lender’s available commitment under the relevant Instrument during its availability period.

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2017 REGISTRATION DOCUMENT