Euronext N.V. (ENX) Earnings Call Transcript & Summary

Good morning, good afternoon, good evening, wherever you are. Welcome to this extraordinary General Meeting of Euronext N.V. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext N.V. Because of the COVID-19 crisis, we are holding this general meeting without you, our shareholder present and without our Board members. The only person with me in the meeting room are the company's -- corporate Secretary, Paul Theunissen; our notary, Mrs. [indiscernible]; and 2 technicians of our subsidy company webcast as we are webcasting this meeting. Mr. Stephane Boujnah, our CEO, will participate this meeting by video. Euronext N.V. is an international company, and its corporate language is English. Therefore, the general meeting will be conducted in English, as announced in the convocation to the meeting. In accordance with the Articles of Association, the general meeting is held in Amsterdam, being the municipality where the company has its legal seat. All shareholders have been called to attend this extraordinary General Meeting electronically by the Managing Board and the Supervisory Board by means of a convening notice published on October 9, 2020, on Euronext website, including the agenda and explanatory notes thereto. This announcement explains the procedure for shareholders who wish to either provide voting instructions or grant a power of attorney to me, the Chairman of this meeting. Shareholders have been given the opportunity to ask questions before the meeting via an e-mail address of the corporate Secretary. However, no questions were asked, or remarks were submitted to the corporate Secretary by shareholders prior to this meeting. In accordance with corporate governance recommendations, the draft minutes of this meeting will be made available to shareholders within 3 months of the meeting by publication on the website, giving shareholders the opportunity to command on these minutes during 3 subsequent months. Having taken into account all that has been expressed before, I conclude that this extraordinary General Meeting has been convened in accordance with all the applicable rules and the articles of associations of Euronext N.V. and that the general meeting may decide on all items that are placed on the agenda. I will now inform you how many shares are represented at this meeting in person or by proxy, and how many votes can jointly be cast. The shares with voting rights are 69,669,535 shares and represented shares are 53,349,857 shares, and that means that in percentage of the issued capital, present or represented this is 76.57%. So the absolute majority of the votes is 26,674,929 shares. I will go now to the second point on the agenda. That's the presentation of our CEO and the acquisition of the entire issued share Capital of London Stock Exchange Group Holdings Italia SPA, and I would like to invite him to present his presentation. Thank you, Stéphane. Go ahead.

Thank you, Mr. Chairman, and good morning, good afternoon, good evening, everybody. I will start with the -- the presentation with a brief overview of the transaction. Then I will introduce the Borsa Italiana Group and detail how the combination will create the leading value and market infrastructure. I will conclude with a review of the financing structure and an update of the expected time line of the proposed combination. So I will start on Slide 5. As you know, we have announced publicly on 9th October, 2020, the conclusion of the binding unit agreement with the London Stock Exchange Group to acquire the Borsa Italiana Group. The combination of the Euronext and the Borsa Italiana Group will create a leading Pan-European market infrastructure, powered by the largest signal liquidity pool in Europe. Together, we will build the backbone of the capital markets reunion in Europe. So the combined group will have a well-diversified business mix, covering the full market infrastructure value chain. First, the combined group would become the leading Pan-European venue for equity, primary and secondary markets. And second, we'll offer a full suite of post-trade services with the addition of multi-asset playing out and the contribution of Monte Titoli, the leading Italian CSD that will more than double the Euronext assets under custody. And lastly, this acquisition will enhance significantly Euronext strategic prospects with the ideal positioning going forward for the combined group to benefit from the changing environment in Europe and beyond. This will translate into new opportunities for geographical expansion, business diversification, product innovation to products -- to provide superior value for [indiscernible] and global clients. Let's move to Slide 6. From a financial perspective, the proposed combination provides our shareholders with a compelling value proposition. The combined group will cross the EUR 1 billion revenue market with healthy EBITDA margin profile, even prior to the virilization of these synergies. Based on the 2019 financials, the combined group will have already generated EUR 1.3 billion of revenue at a 55% EBITDA margin. As of the end of June 2020, on the last 12-month basis, the combined group would have generated EUR 1.4 billion of revenue at a 58% EBITDA margin. In addition, the combination is expected to deliver EUR 60 million of run rate synergies by the third year after completion. We expect to deliver these synergies through, on the one hand, EUR 45 million of expected run rate cost synergies; and on the other hand, EUR 15 million of expected run rate revenue synergies. So we expect to incur EUR 100 million of restructuring costs to deliver these cost synergies. All in all, this combination is expected to result in an EBIT accretion on adjusted EPS before synergies, and in year 3, post synergies, we expect to double to achieve a double-digit EPS accretion. So let's look now at Slide 7 to go through the key elements of the transaction structure. So Euronext is to acquire 100% of London Stock Exchange Group Holding Italia Spa, which is the holding company of the Borsa Italiana Group for a cash consideration of EUR 4.3 billion. The transaction will be paid in cash and is expected to be financed through a mix of existing cash, new debt and new issuance shares. As part of this, there will be a private placement with Cassa Depositi e Prestiti Equity and Intesa Sanpaolo, 2 Italian new cornerstone investors. This financing structure will allow Euronext to maintain its capital allocation policy to preserve its financial health and to maintain its investment grade profile. In the meantime, the financing is already fully secured through bridge loan facilities fully underwritten by a group of banks. I will now conclude with this overview of the transaction with the key government's evolutions implied in the combination on Slide 8. The Euronext [indiscernible] federal governance under the Dutch Code is perfectly fit for such combination. Italy will be the largest contributor to the revenue of the group. And therefore, the governance will evolve accordingly to reflect this change. Italy representatives will be present at every governance level of the group. CDP Equity and Intesa Sanpaulo will join the Euronext Group of reference shareholders that share Euronext's long-term views for Euronext capital markets. Two Italian representatives, including the new Chairperson, who joined the Supervisory Board of Euronext, while 2 other Italian representatives will join the Euronext Extended Managing Board. I will now move to Slide 10 for a brief introduction of what the Borsa Italiana Group is. Borsa Italiana is the leading market infrastructure group of Italy with a set of strong and diversified assets that covers the full financial value chain. The Borsa Italiana Group operates regulated markets, a leading physical trading platform with a significant presence across different markets, and multi-asset clearing house with Pan-European capabilities, and a CSD with more assets and the custodies than the 3 other Euronext CSDs together. Moving to Slide 11. As you can see, the Borsa Italiana Group is placed a very healthy financial profile. In 2019, it reported EUR 464 million of revenue with a strong contribution from post-trade activities, which represent 37% of the total revenue of the group and fixed income trading representing 16% of the group revenue. It reported also an EBITDA of EUR 264 million, growing at 10% CAGR since 2017. Let's move down to Page 13 to review the revenue profile of what will be the combined group. First of all, the combined group will benefit from a more diversified business mix. It will be more balanced. It will further reinforce Euronext positioning and it will offer additional asset classes for trading to its clients. This will notably translate into an increased contribution to our post-trade activities and enhancing training capabilities. As shown on Slide 14, the combined group will be positioned as a leader in Europe. The combined group in Europe will be the largest cash equity trading value, but it will also be the first equity capital raising value. It will also be the largest pool of listed companies by market capitalization, and which would be the second largest venue for ETF training. So let's move to Slide 15. As you can see, Euronext and Borsa Italiana Groups, value propositions are now not only synergetic in listing cash filling in CSD, but also very complementary in fixed income trading and in clearing. The combined group will be positioned definitely as a leading one-stop shop player for market infrastructure services in Europe, fully integrated along the value chain. Let's stop for a moment on Slide 16. The Borsa Italiana Group and Euronext globally share a common vision of -- for the European capital markets, but we also share a common ambition for accelerating the transition towards sustainable growth with strong environmental, social and governments, culture and products share between all 2 organizations. Therefore, the combined group will be in a position to deepen ESG bonds franchise, including blue bonds to support ESG-focused initiatives to roll out ELG corporate services. All in all, the combined group will pursue a dual ambition; drive investment in innovative, sustainable products and services; while at the same time, inspiring, promoting, enabling, facilitating tangible sustainable practices. Moving to Page 17, I would like to further emphasize the significant impact that the proposed combination will have on the geographical revenue -- on the geographic revenue profile of Euronext. The group continues to expand its geographic footprint in Continental Europe. And the combination further balances our revenue mix as Italy will become the largest contributor of the combined group revenue, with 34% of the group's revenue being generated from Euronext companies based in Italy. Now moving to Slide 18 to review more in detail the governance evolution following the proposed combination. First of all, as I said during my introductory remarks, Euronext and [indiscernible] is perfectly fit to welcome and adjust to the contemplated combination. The acquisition of the Borsa Italiana Group is a natural addition to a favorable model and to federal governments. Within the combined group, the Supervisory Board will be composed of 10 members with an independent Italian member becoming chair and their representative of GDP joining SEB equity, joining the supervisory. The CEO of Borsa Italiana will join the statutory Managing Board and the leaders of the Borsa Italiana Group's key businesses who will join the Extending Managing Board. From a regulatory perspective concern, the Italian Financial Supervisory Authority will be invited to join Euronext college of regulators, preserving its regulators oversight for Borsa Italiana Group, while having, at the same time, the opportunity to coordinate the supervision of the combined group at European level. Lastly, CDP Equity and Intesa Sanpaulo will join the Euronext reference shareholders. Let's now turn to Page 19 to highlight that significant synergy potential identified for the combined group. We expect to extract a total of EUR 60 million of run rate synergies in year 3 from the combine group consisting of first, a, EUR 45 million of run rate plus synergies primarily through, first, the rollout of our Optiq trading platform to Borsa Italiana's cash and directive markets. B, the second BBB additional technology synergies through enhanced cooperation between our CSD businesses. And third, through the leveraging of the combined group capabilities, processes, central functions and systems. In addition, we expect to generate EUR 50 million of run rate revenue synergies which will arise from a deeper liquidity pool, larger investor base, benefiting the combined cash ETF trading and listing franchise, the rollout of our corporate services in Italy, growth opportunities for market data activities and the acceleration of the expansion plans of the Italian assets across Europe. These expected synergies will contribute to the improvement of the group EBITDA margin. Lastly, as I indicated earlier, we expect restructuring costs to amount to EUR 100 million in order to deliver these synergies. I will now lay out briefly the financing and the expected timeline of the contemplated transaction, starting on Slide 21. The total cash consideration for 100% of the holding company of the Borsa Italiana Group is EUR 4.3 billion, excluding customary closing adjustments. The consideration will be financed through a mix of, first, existing available cash for EUR 200 million, new debt issuance for EUR 1.8 billion for the issuance of a long-term semi debt and the private placement with CDP Equity and Intesa Sanpaolo for approximately EUR 700 million to acquire at completion of the transactions. And finally, a rights offering to all our shareholders for approximately EUR 1.7 billion. I would like to insist on the following. The financing is secured by a fully and written loan facilities. Second, we do not expect any change in the group dividend policy following this transaction. And third, we remain fully committed to maintain an investment-grade rating for Euronext N.V., namely, BBB. Let me now run you through the key milestone and the closing and conditions of transactions on Page 22. First of all, please note that this time line is indicative and subject to adjustment that it is accurate as of today. In terms of the next milestones, we expect to complete the regulatory and completion reviews by the end of the first semester 2021. When we expect to complete the transaction and complete the private placement and rights offering. Regarding the closing conditions, 2 have already been satisfied, namely the approval by the shareholders of London Stock Exchange Group to approve the proposed combination on 3rd of November and the German Federal Capital Office, which approved the transaction on the 11th of November. The completion of the proposed combination is now depending on: first, the general meeting we are having today to approve the proposed combination; second, several regulatory approvals in Italy, the U.K., the U.S., in Belgium and in France; third, the declaration and non objection from the Euronext college of regulators; and fourth, the outcome of the European Commission's review of the London Stock Exchange Group acquisition of Refinitiv and that transaction closing in accordance with it's stance. And lastly, on Slide 23, I would like to share some additional comments on today's EGM. The Managing Board and the Supervisory Board of Euronext has unanimously approved the transaction as they consider it to be the best interest of Euronext, its shareholders and other stakeholders, and therefore ask that shareholders vote in favor of the resolution's table at this Extraordinary General Meeting. The reference shareholders of Euronext support the proposed combination and then each side, and if you look at undertaking the vote in favor of the resolution's table at the Extraordinary General Meeting of today. Thank you. I now hand over to you, Mr. Chairman.

Stephane, thank you very much for this overview. And we're now going to proceed to the 3 resolutions to be approved in relation to the proposed combination. I refer to the extraordinary notes to the agenda of this meeting and the shareholder circular that was published on our website when this meeting was convened for more information. As mentioned in the exploratory notes, the resolution proposed under agenda items 3A through 3C are inextricably linked together, and therefore, they should all be adopted by the general meeting in order to become effective. The first sorting item in this meeting is the approval of the proposed combination pursuant to the section 2.107(a) of the Dutch Civil Code. As no shareholders or the representatives are present in this meeting, I have been informed by the outcome of the votes that have been cast in advance of this meeting. BNP Paribas Securities Services, the company's register represented in Euroclear France, in its turn, representing in this meeting, a total of 53,318,522 shares, informed me that it has been instructed to vote as follows: 4,097 votes against this item, 1,000 votes as abstentions and 53,313,425 votes in favor of this item. I, in my capacity, as Chairman of this general meeting, have received powers of attorney for 31,335 shares in total. All these are being cast in favor of this item. So the outcome of this vote is therefore, as follows: 4,097 votes against this item, 1,000 votes as abstentions and 53,344,760 votes in favor of this item. The proposed combination has been approved pursuant to the Section 2.107(a) of the Dutch Civil Code. We will now proceed to the next item. The second voting item in this meeting is the proposal to designate the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude or limit related preemptive rights in connection with the proposed combination. This item relates to the issuance of new ordinary shares in the capital of the company in a private placement with CDP Equity and Intesa Sanpaulo. BNP Paribas Security Services informed me that it has been instructed to vote as follows: 46,000,700 -- sorry, 46,765 votes against this item, 0 vote as abstentions and 53,271,757 votes in favor of this item. The 31,335 votes that I cast pursuant to the powers of attorney granted to me in my capacity as Chairman of this meeting are all in favor of this item. So the outcome of this vote is, therefore, as follows: 46,765 votes against this item, 0 votes aa abstention and 53,303,092 votes in favor of this item. The proposal to designate the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude all limit related preemptive rights in connection with the proposed combination, therefore, has been approved. We will proceed to the next item. The third voting item in this meeting is the proposed -- is the proposal to designate the Managing Board as a corporate body authorized to issue shares and/or to grant rights to subscribe shares and exclude or limit related preemptive rights in connection with the proposed combination. This item relates to the issuance of new ordinary shares in the capital of the company in a rights offer to existing shareholders. BNP Paribas Security Services informed me that it has been instruction to vote as follows: 10,781 votes against this item, 0 votes as abstentions and 53,307,741 votes in favor of this item. The 31,335 votes that I cast pursuant to the powers of attorney granted to me in my capacity of Chairman of this meeting are in favor of this item. Therefore, the outcome of this vote is as follows: 10,781 votes against this item, 0 votes as abstentions, and 53,339,076 votes in favor of this item. So the proposal to designate the Managing Board as the corporate body authorized to issue shares and/or to grant rights to subscribe for shares and exclude all limit related preemptive rights in connection with the proposed combination has been approved. So therefore, I note that all resolutions with regard to the proposed combination with Borsa Italiana have been approved, and would like to take the opportunity to thank our shareholders for their confidence in the company. And I would also like to thank the Managing Board and all other employees of Euronext who have contributed in this deal. Thank you very much. And that, ladies and gentlemen, is the end of the meeting. Thank you very much.