TMX Merger Announcement Presentation 9 February 2011
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London Stock Exchange Group plc and TMX Group Inc. Join Forces in Merger of Equals Creation of an International Exchange Leader Strongly Positioned for Growth 9 February 2011 Creation of an International Exchange Leader • Premier international listings venue • Global leader in resource and SME listings • Leader in pan-European equities • Trade across multiple asset classes • Leading fixed income business • Canada’s premier equities platform • London is the price discovery centre for Europe • Canada’s derivatives exchange/clearinghouse • Post-trade expertise across asset classes • Leading North American physical energy trading/clearing • Diversified global information services business • Comprehensive market data offerings • High-performance cost-effective technologies • Leading derivatives trading/clearing technology Strongly Positioned for Global Growth Opportunities – 2 – Highly Compelling Combination 9 Leading global listings franchise 9 World-class global brands 9 Highly diversified across asset classes and geographies 9 Innovative post-trade services Vancouver Calgary London Toronto Montreal Milan 9 Global information business Beijing Chicago Boston Rome Tokyo 9 Leader in high-performance, Houston cost-effective trading and Hong Kong clearing technology Joint Headquarters Colombo Global Centres of Excellence 9 Efficiencies for customers Business Centres 9 Significant scale and strong balance sheet for growth 1st 1st 1st 1st 1st 1st Globally in # of Globally in # of in International in Cash in Cash Equities in Electronic Listings Natural Listings from Equities Trading and Trading of Resources, Emerging and Trading in Derivatives in European Mining, Energy, Growth Markets Europe Canada Government Clean Tech and Bonds SME Listings – 3 – Merger of Equals: Transaction Highlights • All-share merger of equals – TMX Group Inc. (“TMX”) shareholders to receive consideration in London Stock Exchange Group plc (“LSEG”) shares or Toronto Stock Exchange-listed exchangeable shares of a Canadian subsidiary of LSEG Key Merger Terms – Post-merger ownership share: LSEG shareholders 55%, TMX shareholders 45% • Merger unanimously recommended by the Boards of both LSEG and TMX • Listings on the London Stock Exchange and Toronto Stock Exchange • Expected to be accretive to adjusted earnings per share (1) (post-cost synergies) in year one • Targeting annual run-rate cost synergies of £35m (C$56m) by end of year two Financial Highlights • Targeting revenue benefits of £35m (C$56m) in year three growing to £100m (C$160m) in year five • Intention to maintain current gross amount of dividends paid, then maintain dividends on a progressive basis going forward • Jointly headquartered in London and Toronto Headquarters • Enhances Calgary, Colombo, London, Milan, Montreal, Toronto and Vancouver as global financial centres • Chairman: Wayne Fox; Deputy Chairmen: Chris Gibson-Smith and Paolo Scaroni Board Composition • 15 Board members; LSEG: eight members (envisage three from Borsa Italiana); TMX: seven members • CEO: Xavier Rolet; President: Tom Kloet; CEO Borsa Italiana: Raffaele Jerusalmi; CFO: Michael Ptasznik Key Management • Global business units and support functions balanced across TMX and LSEG Regulatory • Each of the combined group’s markets will continue to be regulated by their existing regulators Note: Currencies converted using spot GBP-CAD exchange rate of 1.5991 as at 8 February 2011. 1. See “Accounting Matters”. – 4 – Highly Diversified by Revenue and Geography Increased Scope Increased Reach Increased Scale Revenue by Business (1) Revenue by Geography (2) Revenue by Exchanges Technology Cash Equities & CME Services & Other Issuer Services Fixed Income 7% 13% Trading & Deutsche Borse Related UK 7% North NY SE Euronext 31% Am erica Information Trading, Clearing 38% LSEG + TMX Services & Related - 26% Derivatives NA SDA Q OMX 5% Trading, Clearing ICE & Related - Energy BM&FBOVESPA 3% Post-Trade Italy SGX-ASX(4) (3) Services Capital Markets Other 16% 12% 27% 14% HKE BME £1bn £2bn C$1.6bn C$3.2bn International Scale • 20 trading markets / platforms across North America and Europe Operations Source: Company filings. Note: LSEG and TMX revenue based on last twelve months data as at 30 September 2010 and year ended data as at 31 December 2010, respectively, except as noted. Revenue segments displayed do not imply future reporting segments. Net revenue shown for NYSE Euronext, NASDAQ OMX and BM&FBovespa. TMX revenue converted using average GBP-CAD exchange rate of 1.5897 for the year ended 31 December 2010. Includes LSEG / TMX LTM intercompany revenue of £2m / C$3m. TMX revenue adjusted for initial and additional listing fees billed. See “Accounting Matters”. LSEG revenue includes net treasury income from CCP and Other income. 1. Issuer Services, Cash Equities & Fixed Income Trading & Related, Trading, Clearing & Related (Derivatives and Energy) are TMX only; Capital Markets (Primary and Secondary Markets) and Post-Trade Services are LSEG only; Information Services combines both companies’ Information Services segments; Technology Services & Other combines LSEG’s Technology Services, Other revenue and Other income with TMX’s Technology Services and Other. 2. Based on unaudited financial data. LSEG and TMX revenue based on last twelve months data as at 31 December 2010. Corrected 16 March 2011. 3. Post-Trade Services also includes LSEG’s net treasury income from CCP. Excludes TMX’s post-trade revenue, which are included in Trading, Clearing & Related (Derivatives and Energy). 4. SGX has announced the acquisition of ASX, but the transaction has not yet closed. ASX last twelve month revenue as at 30 June 2010. – 5 – Strong Portfolio of World-Class Global Brands Global and Large-Cap Issuer Services Venture / SME Cash Equities Derivatives Trading and Energy Post-Trade Cash Fixed Income Post-Trade Information Services Technology Services Increased opportunities for cross-selling and product innovation Note: Businesses displayed are 100% or majority owned by LSEG or TMX, with the exception of CanDeal (47% owned by TMX) and FTSE(50% owned by LSEG). – 6 – Issuer Services Trading & Post-Trade Information Services Technology Services World’s Leading Global Listing Franchise (1) (1) Gateway to Leading Global Pools of Capital Formation and Liquidity #1 Venue by Number of Listings #1 Venue by Number of Mining & #1 Venue by Number of Venture or Energy Listings Alternative Marketplace Listings 3,679 6,707 5,034 TMX Other 48% 43% 3,532 3,452 3,345 2,777 2,293 1,026 202 202 185 174 LSEG LSEG + Bombay NA SDA Q NY SE BME SGX - Tokyo SE LSEG + Korea Luxem- SIX Sw iss Tokyo SE HKEx 9% TMX SE OMX Euronext ASX TMX Exchange bourg SE Source: World Federation of Exchanges, December 2010. Source: Management analysis. Source: Venture or alternative marketplace listings as defined 1. Updated 25 March 2011. by World Federation of Exchanges, December 2009. Corrected – 7 – 16 March 2011. Issuer Services Trading & Post-Trade Information Services Technology Services Trading & Post-Trade Platforms Across Markets & Asset Classes Cash Equities Cash Fixed Income Derivatives Energy & Commodities • Pre-eminent equity exchanges • #1 electronic government bond • Trade and clear in Canadian, • North American oil & gas and in the UK, Canada and Italy platform in Europe Italian, UK, Nordic and Russian electricity products • MOT retail bond market in Italy equity/fixed income • Italian electricity futures and and UK options derivatives • First fixed income IDB in Canada • Alliance with ICE 2010 share of cash equities trading MTS Cash (€bn) MTS Repo (€bn) Average daily volume (000s) Millions of terajoules % 200 : 14 20 100% 1,000 48% 20,000 GR R: X CA 4% 85% CAG M : 1 % po 1% AGR 13 S Re R: 3 C GR: 72% MT AG IDEM CA 75% 750 sh C 15,000 ‘10 Ca 05– MTS 150 15 ‘ 65% 50% 500 10,000 100 10 25% 250 5,000 0% 0 0 50 5 l t t v c n b r y n g p Ju Oc Ja Ju Fe Mar Ap No De Ma Au Se 2003 2004 2005 2006 2007 2008 2009 2010 2005 2006 2007 2008 2009 2010 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 Q3’11 UK Canada Italy MTS Cash (LHS) MTS Repo (RHS) IDEM MX NGX Post-Trade • Multi-asset • Multi-asset • Clears MX • Clears physical exchange-traded settlement derivatives gas/crude oil & and OTC clearing services products financial gas/ • Clears OTC power products products – 8 – Issuer Services Trading & Post-Trade Information Services Technology Services Diversified Global Information Services Business Robust Offering of Data Services International Real-Time Data Distribution Revenue Breakdown LSE / Borsa Italiana # of TSX /TSX-V / MX # of Professional Terminals Subscriptions and Equivalent (1) 300,000 200,000 Other Inf ormation 240,000 160,000 Services 27% Real Time Data - 180,000 120,000 LSEG 120,000 80,000 36% 60,000 40,000 0 0 Fixed Income FY ‘04 FY ‘05 FY ‘06 FY ‘07 FY ‘08 FY ‘09 FY ‘10 3% LSE (LHS) Borsa Italiana (LHS) TSX/TSX-V (RHS) MX ( RHS) Data Deliv ery Solutions 1. Includes a base number of subscriptions for customers that have entered into 6% enterprise agreements. Derivativ es Online / Real Time Data - FTSE - Global Indices Leadership 4% Historical / TMX Other 21% (£ millions) 3% 100 22% AGR: ‘09 C 75 ‘04 – 50 25 Note: LSEG revenue based on last twelve months as at 30 September 2010; TMX revenue based on year ended 31 December 2010. LSEG revenue: Real Time Data and 0 Other Information Services; TMX revenue: Real Time Data, Online / Historical / 2004 2005 2006 2007 2008 2009 Other, 3rd Party Data, Derivatives, Data Delivery Solutions and Fixed Income. Note: Chart represents 100% of FTSE revenues.