Euronext Nv · EURONEXT:ENX

Euronext Nv — Merger or Acquisition (February 2017)

13 slides from Euronext Nv's merger presentation, Feb 15, 2017

  1. Slide 1: Acquisition of LCH.Clearnet SA

    ACQUISITION OF LCH.CLEARNET SA Strengthening Euronext at the heart of the Eurozone capital markets PRESENTATION TO THE SHAREHOLDERS

  2. Slide 2: Transaction Highlights: Strengthening Euronext at the Heart of the Eurozone Capital Markets

    TRANSACTION HIGHLIGHTS: STRENGTHENING EURONEXT AT THE HEART OF THE EUROZONE CAPITAL MARKETS • Euronext has made an irrevocable cash offer to LCH.Clearnet Group Limited (“LCH.Clearnet Group”) and London Stock Exchange Group plc (“LSEG”) to acquire LCH.Clearnet SA (“Clearnet”), in relation to which te

  3. Slide 3: Transaction Highlights: Strong Value Proposition for Euronext's Stakeholders

    TRANSACTION HIGHLIGHTS: STRONG VALUE PROPOSITION FOR EURONEXT'S STAKEHOLDERS • Acquisition price €510 million, subject to a closing adjustment and including excess capital1 Key economic terms • Clearnet key financial highlights: profit after tax of €36m2, shareholders’ equity €301m3 and EMIR capital

  4. Slide 4: Deliver Euronext's Strategy for Clearing

    DELIVER EURONEXT’S STRATEGY FOR CLEARING Investor Day – May 2016… FINANCIAL DERIVATIVES & COMMODITIES, CASH EQUITIES CLEARING CASH EQUITIES CLEARING EXPOSURE TO NEW ASSET CLASSES: CDS & FIXED INCOME Acquisition of 20% stake in EuroCCP (Completed December 2016) Potential acquisition of Clearnet (Anno

  5. Slide 5: Clearnet: A Diversified Portfolio of Asset Classes

    CLEARNET: A DIVERSIFIED PORTFOLIO OF ASSET CLASSES… 34% 17% 20% 29% Fixed Income | €43.5m CDSClear | €22.0m Listed Derivatives & Cash Equities | €36.7m Commodities | €26.2m  Clearing services for cash  Clearing services for a  Clearing services for  Clearing services for and repo transactions br

  6. Slide 6: Providing Growth Opportunities in Fixed Income and CDS

    ...PROVIDING GROWTH OPPORTUNITIES IN FIXED INCOME AND CDS Fixed Income CDSClear  Regulation forcing more OTC volume into CCPs: EMIR  European clearing mandate for CDS indices expected to clearing obligation and Basel III start in February 2017  Extending Fixed Income clearing to Bund and other 

  7. Slide 7: Clearnet: Key Financial Highlights

    CLEARNET: KEY FINANCIAL HIGHLIGHTS IMPROVING EBITDA MARGIN AND DIVERSIFYING REVENUE GROWTH Gross income mix over time (%)2 Key financials (€m) Income statement Income statement 31% 29% 34% €m FY13 FY14 FY15 1H16 35% Clearing revenue 86.4 113.4 122.4 62.1 8% 18% 17% 19% Net treasury income 24.9 16.0

  8. Slide 8: Impact on Euronext: Diversification of Topline

    IMPACT ON EURONEXT: DIVERSIFICATION OF TOPLINE 29% post-trade, of which… Fixed Income clearing, 7% CDSClear clearing, 4% LD&C clearing, 8% Cash Equities clearing, 6% Other, 1% Revenue (FY15): Illustrative pro forma revenue (FY15): Custody & settlement, 3% Market data & indices, 19% Market data & ind

  9. Slide 9: Impact on Euronext: Optimal Deployment of Capital

    IMPACT ON EURONEXT: OPTIMAL DEPLOYMENT OF CAPITAL Net debt / Pro forma EBITDA LTM (as of Jun-16)  Euronext has a significant liquidity position that can be used for the acquisition of Clearnet: — Cash position of €152.8m as of June 2016 1.2x 1.3x — Undrawn available RCF line of €390m  Euronext has

  10. Slide 10: Transaction Timetable

    TRANSACTION TIMETABLE Today • Transaction announcement • Information consultation process with Clearnet works council • Euronext shareholder approval: EGM to be convened for mid-February Q1 2017 • Signing of the definitive agreements • Satisfaction of conditions precedent, including: – DB / LSEG mer

  11. Slide 11: Summary

    SUMMARY Strengthen long-term control Deliver attractive economics of clearing for Euronext Diversify and grow for Euronext shareholders markets  Strengthening Euronext at the heart of the Eurozone  Ownership of a leading  Significant synergies capital markets Eurozone CCP in a post- Brexit enviro

  12. Slide 12: Recommendation

    RECOMMENDATION • The Managing Board and the Supervisory Board of Euronext have unanimously approved the transaction and unanimously recommend that Euronext shareholders vote in favour of the transaction at the EGM • The Reference Shareholders1 of Euronext support the acquisition of Clearnet by Euron

  13. Slide 13: Disclaimer

    DISCLAIMER This presentation is for information purposes only and is not a recommendation to engage in investment activities. The information and materials contained in this presentation are provided ‘as is’ and Euronext does not warrant as to the accuracy, adequacy or completeness of the informatio

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