ntercontinentalExchange Group, Inc. ("ICE") today announces its intention to proceed with an initial public offering ("IPO") of the ordinary shares of Euronext N.V. ("Euronext" or the "Company"), the pan-European exchange group, in order to establish Euronext as an independent, publicly traded company.
Euronext's ordinary shares are intended to be listed on Euronext Paris, Euronext Amsterdam and Euronext Brussels. Euronext intends to list on Euronext Lisbon after the IPO and before the fourth quarter of 2014.
Overview of Euronext
Euronext is the holding company of a pan European exchange group which operates equity, fixed income and derivatives markets in Paris, Amsterdam, Brussels and Lisbon.
Euronext has also applied for regulatory approval to operate Euronext London as a recognized investment exchange in the United Kingdom.
Euronext's business comprises: listing, cash trading, derivatives trading, market data & indices, post trade and market solutions & other.
A leading pan European cash equities listing and trading venue and the premier listing venue in continental Europe as ranked by IPO offering value for the year ended 31 December 2013.
The only pan European exchange with a harmonised regulatory framework, a single order book for its exchanges in Paris, Amsterdam and Brussels and a single trading platform offering access to all markets through a single connection.
Sources of revenues are established and diversified across businesses, markets and client segments.
Euronext believes it is well positioned for favourable sector dynamics and increasing market activity as the European economy recovers.
Recurring revenue streams and resilient and robust free cash flow with low capital requirements.
Trading on Euronext markets takes place via the Universal Trading Platform, a multi-asset class, multi-currency trading platform that supports many different regulatory regimes.
Euronext intends to boost listing, cash trading, derivatives, information services and market solutions & other businesses to further improve liquidity, quality and customer service.
Euronext plans to strategically remix its business profile by pursuing product innovation, further asset class diversification and the expansion of its business activities.
Establishing Euronext as an independent company is expected to enhance operational efficiency and achieve cost savings.
Dominique Cerutti, CEO of Euronext said: "Euronext is at the centre of three converging trends, all of which create real opportunities for us as an independent exchange group. An increased desire for transparency, a new level of demand for diverse sources of capital and the emerging economic recovery in Europe are driving more activity onto regulated exchanges and position Euronext well. This IPO marks a very important milestone, enabling us to implement our strategy as an independent business and better serve the real economy."
Jeffrey Sprecher, Chairman and CEO of ICE said: "We are very pleased to announce the IPO of Euronext. We believe that Euronext, as a leader in Europe, should operate independently and in the interests of its customers and local economies. Today marks an important step in that direction and is the result of significant work by our team. We will continue to work closely with our market regulators to ensure a smooth transition to independence for Euronext."
Separation of Euronext from ICE
In its current form, Euronext has no operating history as an independent, publicly traded company. From April 2007 until 12 November 2013, Euronext was an indirect wholly owned subsidiary of the NYSE Euronext group and Euronext has been an indirect wholly owned subsidiary of ICE since 13 November 2013.
Euronext in its current form has been separated from ICE based on a well-defined perimeter to enable it to serve customers effectively.
Euronext now includes all of the historical operations of Euronext N.V. that existed prior to the separation and those of its subsidiaries, with the exception of the London-based Liffe derivatives exchange and related market data services.
The IT services supporting Liffe's exchanges will be terminated once Liffe has completed its migration to ICE's technology platform, which is intended to take place by the end of 2014.
The intended IPO will consist of the secondary sale of part or all of Euronext's ordinary shares held by its shareholder, ICE Europe Parent Ltd, an indirect wholly owned subsidiary of ICE.
The offering will consist of:
a public offering to institutional and retail investors in the Netherlands, France, Belgium and Portugal; and
a private placement to certain institutional investors in various other jurisdictions, including:
within the United States, to qualified institutional buyers as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws; and
outside the United States, in accordance with Regulation S under the Securities Act.
ABN AMRO Bank, J.P. Morgan and Société Générale will act as joint global coordinators. Goldman Sachs International, ING and Morgan Stanley will act as joint bookrunners. BBVA, BMO Capital Markets, BPI, CM-CIC Securities, Espírito Santo Investment Bank, KBC Securities and Mitsubishi UFJ Securities will act as lead managers.
BNP Paribas is acting as the sole advisor to the Euronext Board of Directors on all matters related to the IPO.
In addition, the Company will offer ordinary shares, at a discount to the IPO price, to all of its eligible employees and eligible employees of its majority-owned direct and indirect subsidiaries in France, the Netherlands, Belgium, Portugal and the United Kingdom. Employees purchasing ordinary shares of Euronext will be subject to lock-up periods in accordance with any applicable local law.
Prior to the IPO, ICE will enter into a separate transaction with respect to the ordinary shares of Euronext with a group of institutional investors (the "Reference Shareholders") comprised of Banco Espirito Santo SA, through its subsidiary Avistar SGPS S.A., BNP Paribas S.A. and BNP Paribas Fortis SA/NV, ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participation Fund I B.V., ASR Nederland N.V. through its subsidiary ASR Levensverzekering N.V., Caisse des dépôts et consignations, Bpifrance Participations, Euroclear SA/NV, Société Fédérale de Participations et d'Investissement / Federale Participatie- en Investeringsmaatschappij, Société Générale and BPI Vida e Pensões - Companhia de Seguros S.A. acting on behalf of BancoBPI Pension Fund. It is expected that the Reference Shareholders will enter into a share purchase agreement, pursuant to which the Reference Shareholders will purchase and acquire prior to the IPO a joint interest of approximately 33% of the issued and outstanding ordinary shares at a limited discount to the price of the IPO. Prior to the IPO, the Reference Shareholders will have entered into a reference shareholders agreement governing the relationship among the Reference Shareholders and establishing them as a concert party. Each Reference Shareholder will agree not to sell any of the ordinary shares it acquires for a period of three years from the pricing date of the IPO. In view of the fact that the Reference Shareholders as a group will hold more than 10% of the issued ordinary shares of Euronext, they have applied for declarations of no-objection or similar approvals from the respective national supervisory authorities as required under applicable law.
The Reference Shareholders said:
"We are a group of stable shareholders committed to the long term success of Euronext in its IPO and recognize its unique position as the leading pan-European market infrastructure provider. We are fully supportive of Euronext as an independently operating, publicly listed company and are pleased to be able to support Euronext as it sets out on its new path."
Further details of the intended offering will be included in the prospectus relating to the IPO. The prospectus is expected to be approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"). This approval process is ongoing. Once approved by the AFM, the prospectus will be published and made available to the public, subject to securities law restrictions in certain jurisdictions, on Euronext's corporate website at www.euronext.com/ipo. The approval of the prospectus by the AFM shall not constitute an appreciation of the soundness of the transactions proposed to investors. It is expected that the prospectus will be passported by the AFM to the competent authorities in France (the Autorité des marchés financiers), Belgium (the Financial Services and Markets Authority) and Portugal (the Comissão do Mercado de Valores Mobiliários) for the purposes of the retail offering and will contain summaries in the English, French, Dutch and Portuguese languages.