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Euronext Prospectus

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Euronext Prospectus DO NOT FORWARD IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) PERSONS OUTSIDE OF THE UNITED STATES MEETING APPLICABLE RESTRICTIONS OR (2) QIBS (AS DEFINED BELOW) Attached is a copy of the prospectus dated 10 June 2014 approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “Prospectus”) for the proposed global offer of ordinary shares of Euronext N.V. (the “Shares”). IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page whether received by email or otherwise received as a result of electronic communication. You must read this disclaimer carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of such access. THIS COMMUNICATION AND THE ATTACHED DOCUMENT ARE BEING FURNISHED TO YOU ONLY AND MAY NOT BE REPRODUCED, REDISTRIBUTED, FORWARDED OR PASSED ON (ELECTRONICALLY OR OTHERWISE) IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANYONE OTHER THAN THE PERSON TO WHOM THIS COMMUNICATION IS ADDRESSED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS COMMUNICATION IS INTENDED ONLY FOR (I) PERSONS LOCATED OUTSIDE THE UNITED STATES MEETING APPLICABLE RESTRICTIONS AND (II) QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. BY ACCEPTING DELIVERY OF THIS COMMUNICATION YOU ARE REPRESENTING THAT YOU ARE EITHER A PERSON WHO IS LOCATED OUTSIDE THE UNITED STATES MEETING APPLICABLE RESTRICTIONS OR A QIB. IF YOU CANNOT MAKE THIS REPRESENTATION, PLEASE DISREGARD AND IMMEDIATELY DELETE THIS EMAIL. BY ACCEPTING THIS E-MAIL AND ACCESSING THE DOCUMENT YOU SHALL BE DEEMED TO HAVE REPRESENTED TO US THAT YOU CONSENT TO DELIVERY OF SUCH DOCUMENT BY ELECTRONIC TRANSMISSION. THE DISTRIBUTION OF THE ATTACHED DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THE DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCEPTING THIS E-MAIL, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERENCED IN THE ATTACHED DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. IF YOU ARE IN THE UNITED STATES AND ARE NOT A QIB, YOU SHOULD NOT OPEN THE DOCUMENT AND SHOULD DELETE THIS E-MAIL. THE PROSPECTUS IS BEING DISTRIBUTED ONLY TO AND IS DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (WITH THE EXCEPTION OF BELGIUM, FRANCE, THE NETHERLANDS AND PORTUGAL) WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMENDED. IN THE UNITED KINGDOM, THE PROSPECTUS IS BEING DISTRIBUTED ONLY TO AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM; (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, OR THE ORDER; OR (III) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)-(D) OF THE ORDER (ALL SUCH PERSONS IN (II) AND (III) BEING REFERRED TO AS “RELEVANT PERSONS”). THE SHARES ARE AVAILABLE ONLY TO, AND ANY INVITATION, OFFER OR AGREEMENT TO PURCHASE OR OTHERWISE ACQUIRE THE SHARES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS IN THE UNITED KINGDOM AND NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THE PROSPECTUS OR ANY OF ITS CONTENTS. YOU ARE REMINDED THAT DOCUMENTS TRANSMITTED IN ELECTRONIC FORMAT MAY BE ALTERED OR CHANGED DURING THE PROCESS OF ELECTRONIC TRANSMISSION AND CONSEQUENTLY NONE OF INTERCONTINENTAL EXCHANGE, INC., ICE EUROPE PARENT LTD, EURONEXT N.V., THE UNDERWRITERS AS NAMED IN THE ATTACHED DOCUMENT, ANY PERSON WHO CONTROLS AN UNDERWRITER, OR ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF AN UNDERWRITER OR ANY AFFILIATE OF ANY SUCH PERSON ACCEPTS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY DIFFERENCE BETWEEN THE DOCUMENT DISTRIBUTED TO YOU IN ELECTRONIC FORMAT AND THE HARD COPY VERSION. YOU ARE RESPONSIBLE FOR PROTECTING YOURSELF AGAINST VIRUSES AND OTHER DESTRUCTIVE ITEMS. YOUR USE OF THIS DOCUMENT IS AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. Euronext N.V. a public company with limited liability (naamloze vennootschap) incorporated in the Netherlands with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands Offering of up to 42,108,230 Ordinary Shares ICE Europe Parent Ltd (the “Selling Shareholder”) is offering up to 42,108,230 ordinary shares (the “Offer Shares”), with a nominal value of €1.60 per share, in the capital of Euronext N.V. (the “Company”) (the “Offering”). The Offer Shares will constitute up to 60.15% of the issued and outstanding ordinary shares in the share capital of the Company (the “Ordinary Shares”). The Offering consists of: (i) a public offering to institutional and retail investors in the Netherlands, France, Belgium and Portugal (the “Retail Offering”) and (ii) a private placement to certain institutional investors in various other jurisdictions (the “Institutional Offering”). The Offer Shares are being offered: (i) within the United States, to qualified institutional buyers (“QIBs”) as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, and (ii) outside the United States, in accordance with Regulation S under the Securities Act (“Regulation S”). The Company will not receive any proceeds from the sale of the Shares (as defined below), the net proceeds of which will be received by the Selling Shareholder. Prior to the Offering, there has been no public market for the Ordinary Shares. Application has been made to list and admit all the Ordinary Shares to trading under the symbol “ENX” on the regulated market of Euronext in Paris (“Euronext Paris”), which will be the market of reference for the Ordinary Shares, and on the regulated markets of Euronext in Amsterdam (“Euronext Amsterdam”) and in Brussels (“Euronext Brussels”). Subject to acceleration or extension of the timetable for the Offering, trading on an “as-if-and-when-delivered” basis in the Ordinary Shares on Euronext Paris, Euronext Amsterdam and Euronext Brussels is expected to commence on or about 20 June 2014 (the “First Trading Date”). The Company intends to list on the regulated market of Euronext in Lisbon (“Euronext Lisbon”) after completion of the Offering and before the fourth quarter of 2014. Investing in the Shares involves certain risks. Please see “Risk Factors” for a description of the risk factors you should carefully consider before investing in the Shares. Price of the Shares (the “Offer Price”): between €19.00 and €25.00 (inclusive) per Share (the “Offer Price Range”) The Offer Price Range is an indicative price range. The Offer Price and the exact number of Offer Shares will be determined after the offer period for the Offering (the “Offer Period”) has ended, and after taking into account the conditions described in “The Offering”. The Offer Period is expected to commence on or about 10 June 2014 at 09.00 CET and is expected to end on or about 18 June 2014 at 17.00 CET for the Retail Offering and on or about 19 June 2014 at 12.00 CET for the Institutional Offering. Prior to allocation of the Offer Shares (the “Allocation”), the number of Shares can be increased or decreased and the Offer Price Range can be changed. Any increase in the top end of the Offer Price Range on the last day of the Offer Period or the determination of an Offer Price above the Offer Price Range will result in the Offer Period being extended by at least two business days; any increase in the top end of the Offer Price Range on the day prior to the last day of the Offer Period will result in the Offer Period being extended by at least one business day. Any such change in the number of Shares and/or the Offer Price Range will be announced in a press release on the Company’s website. The Offer Price and the exact number of Shares will be set out in a pricing statement (the “Pricing Statement”) that will be deposited with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and published in a press release on the Company’s website. Printed copies of the Pricing Statement will be made available at the registered office of the Company. On 27 May 2014, IntercontinentalExchange Group, Inc. (subsequently renamed Intercontinental Exchange, Inc. (“ICE”)) and the Selling Shareholder entered into a sale and purchase agreement of Ordinary Shares in Euronext N.V. (the “Share Purchase Agreement”) with a group of institutional investors (collectively, the “Reference Shareholders”, and each a “Reference Shareholder”), comprised of Avistar SGPS, S.A, an affiliate of Banco Espírito Santo, S.A., BNP Paribas S.A., BNP Paribas Fortis SA/NV, ABN AMRO Bank N.V.
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