Proposed Sale of LCH SA to Euronext N.V.
LCH Group Limited ("LCH Group") notes the announcement issued earlier today by London Stock Exchange Group plc ("LSEG"), and confirms that LCH Group and LSEG have received an irrevocable all-cash offer from Euronext N.V. (“Euronext”) to purchase LCH SA, LCH Group’s French-regulated operating subsidiary (the “Transaction”). LCH SA has commenced a period of consultation with its works council during which LSEG and LCH Group have granted exclusivity to Euronext.
LCH Group and LSEG confirm that the terms and conditions, including the financial terms on which any Transaction would take place if the irrevocable offer were accepted, have been agreed with Euronext offering an all-cash consideration of €510 million to be adjusted for surplus regulatory capital movement between 30 June 2016 and completion of the Transaction.
The proposed sale of LCH SA would be subject to review and approval by the European Commission in connection with the recommended merger of LSEG and Deutsche Börse AG which was announced on 16 March 2016 (the "Merger"). It would also be conditional on the successful closing of the Merger.
In addition, the Transaction would be conditional upon the receipt of various regulatory and other consents and approvals, the completion of LCH SA’s works council consultation process and Euronext shareholder majority approval at an Extraordinary General Meeting to be held in the first quarter of 2017. Euronext has received support to vote in favour of the Transaction from reference shareholders (“Reference Shareholders”) who in their entirety comprise 33.36% of the share capital of Euronext. Under the terms of the Reference Shareholder agreement, all Reference Shareholders are obliged to vote in accordance with the recommendation of a two-third majority of Reference Shareholders1.
For the fiscal year ending 31 December 2015, LCH SA generated net profit of €36 million and held gross assets of €260 billion and net assets of €303 million. For the six month period ending 30 June 2016, LCH SA generated €69 million of gross income, and held net assets of €301 million2.
- All numbers are based on unaudited IFRS figures, adjusted for intercompany charges including those charged for IT and management services provided by other LSEG entities
London Stock Exchange Group plc
Gavin Sullivan / Lucie Holloway / Ramesh Chhabra (Press Office)
+44 20 7797 1222
Paul Froud (Investor Relations)
+44 20 7797 3322
Anthony Cardew (Cardew Group)
+44 20 7930 0777
Lucas van Praag (Fitzroy Communications)
+1 212 498 9772
Delphine Peyrat-Stricker (Image Sept)
+33 1 53 70 74 14
Adviser to LCH Group
Greenhill & Co. International LLP
James Lupton / Pieter-Jan Bouten +44 20 7198 7400
About LCH Group
LCH Group is a group of leading multi-asset clearing houses that provides proven risk management capabilities across a range of asset classes.
As the markets’ partner, LCH Group operates an open access model, offering a choice of execution venues, delivering unprecedented choice and efficiencies to the marketplace.
LCH Group operates clearing houses around the world, with clearing houses incorporated in the UK, France and the United States with additional offices in the Asia Pacific region. It offers clearing services across asset classes including Over-The-Counter and listed rates; Credit Default Swaps (“CDS”) and Foreign Exchange; fixed income; commodities; cash equities and equity derivatives.
LCH Group is majority owned by LSEG, an international markets infrastructure business that sits at the heart of the world's financial community.
About LCH SA
LCH SA is authorised as a central counterparty to offer services and activities in the European Union in accordance with the European Markets Infrastructure Regulation (EMIR). It acts as the clearing house for regulated markets in France, the Netherlands, Belgium and Portugal and offers clearing services for a diverse range of asset classes including CDS; repos and fixed income; commodities; cash equities and equity derivatives.
LCH SA is regulated as a Credit Institution and Clearing House by the French Authorities, L'Autorité des Marchés Financiers (AMF), L'Autorité de Contrôle Prudentiel et de Résolution (ACPR), and Banque de France. It is also designated as a Securities and Settlement System by the French Authorities and is registered as a Derivatives Clearing Organization with the Commodity Futures Trading Commission (CFTC), USA and registered as a Clearing Agency with the Securities and Exchange Commission.
Euronext is the leading pan-European exchange in the Eurozone with more than 1 300 listed issuers worth close to €3.1 trillion in market capitalization as of end November 2016, an unmatched blue chip franchise consisting of 25 issuers in the EURO STOXX 50® benchmark and a strong diverse domestic and international client base.
Euronext operates regulated and transparent equity and derivatives markets. Its total product offering includes Equities, Exchange Traded Funds, Warrants & Certificates, Bonds, Derivatives, Commodities and Indices. Euronext also leverages its expertise in running markets by providing technology and managed services to third parties. Euronext operates regulated markets, Alternext and the Free Market; in addition it offers EnterNext, which facilitates SMEs’ access to capital markets.
Euronext’s Reference Shareholders:
(% of share capital of Euronext)
|ABN AMRO Participaties Fund I B.V.||1.64%|
|ASR Levensverzekering N.V.||0.83%|
|BancoBPI Pension Fund represented by BPI Vida e Pensões - Companhia de Seguros, S.A.||1.14%|
|BNP Paribas Fortis SA/NV||1.50%|
|BNP Paribas S.A||5.50%|
|Caisse des Dépôts et Consignations||3.00%|
|Société Fédérale de Participations et d’Investissement / Federale Participatie - en Investeringsmaatschappij||4.50%|
Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to LCH Group and no‐one else in connection with the matters set out in this Announcement, and will not be responsible to anyone other than LCH Group for providing the protections afforded to clients of Greenhill, nor for providing advice in connection with the matters set out in this Announcement. Neither Greenhill nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Greenhill in connection with this Announcement, any statement contained herein or otherwise.
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