Euronext announces the success of its approximately €1.8 billion rights offer as part of the financing of the acquisition of the Borsa Italiana Group
Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris – 12 May 2021 – Euronext, the leading pan-European market infrastructure, today announces the success of its rights offer (the “Offer”) which was launched on 29 April 2021, concurrently with the completion of the acquisition of Borsa Italiana Group (the “Transaction”).
The final gross proceeds of the Offer amount to €1,820 million, corresponding to the issuance of 30,506,294 ordinary shares at a subscription price per share of €59.65. Following the closing of the Offer, Euronext’s issued share capital will be comprised of 107,106,294 ordinary shares.
The Offer was largely oversubscribed. 29,904,734 new shares were subscribed on an irreducible basis, representing approximately 98% of the shares to be issued. Orders submitted on a reducible basis represented 10,178,007 new shares and will therefore only be partially allocated for a number of 601,560 new shares.
The net proceeds of the issue will be used to partially refinance the acquisition of the Borsa Italiana Group, completed on 29 April 2021, for a final consideration of €4,444 million.
Stéphane Boujnah, Chief Executive Officer and Chairman of the Managing Board of Euronext said:
“We are delighted by the success of this €1.8 billion rights offer and by the strong support demonstrated by our shareholders in the acquisition of the Borsa Italiana Group. This transaction creates the leading pan-European market infrastructure, and the successful rights offer shows the confidence of our shareholders and investors in our strategic choices to deliver value while building the backbone of the Capital Markets Union in Europe.”
Settlement and delivery of the new shares (the “Offer Shares”) and commencement of trading on Euronext Amsterdam, Paris, Brussels and Lisbon are expected to take place on 14 May 2021 (the “Settlement Date”). The Offer Shares will, upon issue, rank pari passu in all respects with the then outstanding ordinary shares and will be eligible for any dividends Euronext may pay after the Settlement Date.
BofA Securities Europe SA, Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe and J.P. Morgan AG acted as Joint Global Coordinators, ABN AMRO Bank N V, BNP Paribas, Intesa Sanpaolo S.p.A, Mediobanca, Banca di Credito Finanziario S.p.A., Société Générale, UniCredit Bank AG, Milan Branch and ING Bank N.V. acted as Joint Bookrunners, and Crédit Industriel et Commercial S.A. acted as Joint Lead Manager.
Lock-up agreements
In connection with the Offer, each of ABN Amro Bank, BNP Paribas, CDC, CDP Equity, Euroclear, Intesa Sanpaolo, SFPI-FPIM has agreed with Euronext that it will not, directly or indirectly, issue, offer, lease, sale, grant of rights, warrants or options in respect of, or other disposition of any ordinary shares or any other securities exchangeable for or convertible into, or substantially similar to, ordinary shares during a period ending 90 days from the Settlement Date (subject to certain exceptions), except with the prior written consent of Euronext; provided that Euronext may not give its prior written consent without the prior written consent of the Joint Global Coordinators (on behalf of the Underwriters).
Additionally, Euronext has agreed that it will not, directly or indirectly, issue, offer, lease, sale, grant of rights, warrants or options in respect of, or other disposition of any ordinary Shares or any other securities exchangeable for or convertible into, or substantially similar to, ordinary Shares during a period from the date of the Underwriting Agreement to 180 days from the Settlement Date, subject to certain exceptions.
Availability of the Prospectus
A Prospectus in connection with the admission to trading of the ordinary shares on Euronext Amsterdam, Paris, Brussels and Lisbon, comprising the Securities Note, the 2020 Universal Registration Document and the Summary, was approved as a prospectus for the purposes of the Prospectus Regulation by the AFM, as competent authority under the Prospectus Regulation, on 29 April 2021.
The Securities Note, the 2020 Universal Registration Document and the Summary (including Dutch, French and Portuguese translations of the Summary) are available free of charge on Euronext’s website (https://www.euronext.com/en/offering-information).