SEMI-ANNUAL

FINANCIAL REPORT

as at 30 June 2020

TABLE OF CONTENTS

I.

Semi-Annual Financial Report as at 30 June 2020

3

II.

Condensed Interim Consolidated Financial Statements as at 30 June 2020

4

III.

Management Statement

26

IV.

Independent auditor's review report

27

Semi-Annual Financial Report as at 30 June 2020 2

Semi-Annual Financial Report as at 30 June 2020

Important events in the first half-year 2020

For an overview of the main events that occurred during the first six months of 2020 and their impact on the unaudited Condensed Interim Consolidated Financial Statements as at 30 June 2020, please refer to Note 2 "Significant events and transactions" of the Condensed Interim Consolidated Financial Statements attached hereto and to the Press Release, issued and available on Euronext's website (www.euronext.com) as from 29 July 2020.

Related party transactions

Euronext has related party relationships with its associates and joint ventures. Transactions with subsidiaries are eliminated on consolidation. For more details, please refer to Note 21 "Related parties" of the Condensed Interim Consolidated Financial Statements attached hereto.

Risks and uncertainties

In the 2019 Universal Registration Document issued by Euronext N.V. on 1 April 2020, Euronext has described certain risks and risk factors, which could have a material adverse effect on the Company's financial position and results. Those risk categories and risk factors did not materially change during the first six months of 2020 and can be found in Chapter 2 (pages 43 to 57) of the 2019 Registration Document.

Similarly, for the second half-year of 2020, Euronext currently considers the same risk categories and risk factors to be applicable. Additional risks not known to Euronext, or currently believed not to be material, could later turn out to have a material impact on Euronext's business or financial position.

Semi-Annual Financial Report as at 30 June 2020 3

Condensed Interim Consolidated Financial Statements as at 30 June 2020

Contents

Condensed Interim Consolidated Statement of Profit or Loss ........................................................................

5

Condensed Interim Consolidated Statement of Comprehensive Income........................................................

6

Condensed Interim Consolidated Balance Sheet...........................................................................................

7

Condensed Interim Consolidated Statement of Cash Flows ...........................................................................

8

Condensed Interim Consolidated Statement of Changes in Equity .................................................................

9

Notes to the Condensed Interim Consolidated Financial Statements...........................................................

10

1.

General information ..........................................................................................................................................

10

2.

Significant events and transactions ...................................................................................................................

10

3.

Basis of preparation, significant accounting policies and judgments................................................................

11

4.

Segment information .........................................................................................................................................

12

5.

Group information .............................................................................................................................................

13

6.

Business combinations.......................................................................................................................................

14

7.

Revenue and geographical information.............................................................................................................

16

8.

Salaries and employee benefits .........................................................................................................................

17

9.

Depreciation and amortization ..........................................................................................................................

17

10.

Other operational expenses ..............................................................................................................................

17

11.

Exceptional items...............................................................................................................................................

17

12.

Net financing income / (expense)......................................................................................................................

17

13.

Share of net profit/(loss) of associates and joint ventures................................................................................

17

14.

Income tax expense ...........................................................................................................................................

17

15.

Goodwill and other intangible assets ................................................................................................................

18

16.

Shareholders' equity ..........................................................................................................................................

18

17.

Earnings per Share .............................................................................................................................................

18

18.

Borrowings.........................................................................................................................................................

19

19.

Derivatives financial instruments ......................................................................................................................

19

20.

Financial instruments.........................................................................................................................................

21

21.

Related parties ...................................................................................................................................................

24

22.

Contingencies.....................................................................................................................................................

24

23.

Events after the reporting period ......................................................................................................................

25

Semi-Annual Financial Report as at 30 June 2020 4

Condensed Interim Consolidated Statement of Profit or Loss

Six months ended

30 June

30 June

In thousands of euros (except per share data)

Note

2020

2019

unaudited

unaudited

Revenue

7

447,540

311,618

Total revenue

447,540

311,618

-

Salaries and employee benefits

8

(91,655)

(66,630)

Depreciation and amortisation

9

(26,477)

(17,745)

Other operational expenses

10

(80,438)

(57,630)

Operating profit before exceptional items

248,970

169,613

Exceptional items

11

(1,461)

(13,345)

Operating profit

247,509

156,268

-

Finance costs

12

(7,387)

(4,708)

Change in fair value of financial liabilities

12

(229)

-

Other net financing income/(expense)

12

3,109

3,537

Share of net profit/(loss) of associates and joint ventures

accounted for using the equity method, and impairments

13

4,388

3,450

thereof

Profit before income tax

247,390

158,547

Income tax expense

14

(66,241)

(47,526)

Profit for the period

181,149

111,021

Profit attributable to:

- Owners of the parent

178,116

109,480

- Non-controlling interests

3,033

1,541

Basic earnings per share

17

2.56

1.57

Diluted earnings per share

17

2.55

1.57

The above Condensed Interim Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying notes.

Semi-Annual Financial Report as at 30 June 2020 5

Condensed Interim Consolidated Statement of Comprehensive Income

Six months ended

30 June

30 June

In thousands of euros

Note

2020

2019

unaudited

unaudited

Profit for the period

181,149

111,021

Other comprehensive income

Items that may be reclassified to profit or loss:

- Exchange differences on translation of foreign operations

(75,143)

7,015

- Gains and losses on cash flow hedges

-

493

- Income tax impact on exchange differences on translation of foreign operations

5,656

-

Items that will not be reclassified to profit or loss:

- Change in value of equity investments at fair value through other comprehensive income

20

4,473

11,259

- Income tax impact on change in value of equity investments at fair value through

(297)

(1,169)

other comprehensive income

- Remeasurements of post-employment benefit obligations

(1,123)

(2,717)

- Income tax impact on remeasurements of post-employment benefit obligations

305

260

Other comprehensive income for the period, net of tax

(66,129)

15,141

Total comprehensive income for the period

115,020

126,162

Comprehensive income attributable to:

- Owners of the parent

113,938

124,447

- Non-controlling interests

1,082

1,715

The above Condensed Interim Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Semi-Annual Financial Report as at 30 June 2020 6

Condensed Interim Consolidated Balance Sheet

As at 30 June

As at 31 December

In thousands of euros

Note

2020

2019

unaudited

audited

Assets

Non-current assets

Property, plant and equipment

55,660

58,890

Right-of-use assets

46,180

51,751

Goodwill and other intangible assets

15

1,439,030

1,458,760

Deferred tax assets

19,105

21,025

Investments in associates and joint ventures

71,380

67,025

Financial assets at fair value through other comprehensive income

20

199,642

197,821

Financial assets at amortised cost

20

2,463

1,503

Other non-current assets

1,380

1,559

Total non-current assets

1,834,840

1,858,334

Current assets

Trade and other receivables

185,379

125,376

Other current assets

12,125

12,057

Income tax receivables

4,608

1,395

Derivative financial instruments

19

24,180

19,353

Other current financial assets

20

37,068

12,118

Cash and cash equivalents

622,328

369,822

Total current assets

885,688

540,121

Assets held for sale

8,760

8,760

Total assets

2,729,288

2,407,215

Equity and liabilities

Equity

Issued capital

16

112,000

112,000

Share premium

116,560

116,560

Reserve own shares

(19,857)

(11,194)

Retained earnings

687,901

625,545

Other reserves

10,014

75,229

Shareholders' equity

906,617

918,140

Non-controlling interests

29,418

15,686

Total equity

936,035

933,826

Non-current liabilities

Borrowings

18

1,271,939

1,011,527

Lease liabilities

34,833

41,180

Deferred tax liabilities

72,914

78,754

Post-employment benefits

25,963

25,958

Contract liabilities

44,050

45,795

Provisions

14,436

15,079

Total non-current liabilities

1,464,135

1,218,293

Current liabilities

Borrowings

18

1,641

6,750

Lease liabilities

14,706

13,970

Other current financial liabilities

20

1,013

30,675

Derivative financial instruments

-

141

Current income tax liabilities

30,999

23,333

Trade and other payables

190,907

117,298

Contract liabilities

88,125

62,825

Provisions

1,727

104

Total current liabilities

329,118

255,096

Total equity and liabilities

2,729,288

2,407,215

The above Condensed Interim Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

Semi-Annual Financial Report as at 30 June 2020 7

Condensed Interim Consolidated Statement of Cash Flows

Six months ended

30 June

30 June

In thousands of euros

Note

2020

2019

unaudited

unaudited

Profit before income tax

247,390

158,547

Adjustments for:

• Depreciation and amortisation

9

26,477

17,745

• Share based payments

8

3,885

2,479

• Share of profit from associates and joint ventures, and impairments thereof

13

(4,388)

(3,450)

• Changes in working capital and provisions

(84,348)

(26,248)

Cash flow from operating activities

189,016

149,073

Income tax paid

(57,423)

(50,032)

Net cash generated by operating activities

131,593

99,041

Cash flow from investing activities

Acquisition of associates and joint ventures

-

(5,000)

Acquisition of subsidiaries, net of cash acquired

59,755

(565,595)

Purchase of financial assets at FVOCI

-

(22,091)

Purchase of other current financial assets

(29,181)

(4,689)

Redemption of other current financial assets

3,000

4,300

Purchase of property, plant and equipment

(2,462)

(6,832)

Purchase of intangible assets

15

(3,647)

(4,967)

Dividends received from associates

-

5,097

Proceeds from sale of property, plant and equipment and intangible assets

105

32

Net cash (used in) investing activities

27,570

(599,745)

Cash flow from financing activities

Proceeds from borrowings, net of transaction fees

255,673

538,925

Interest paid

(10,841)

(5,553)

Interest received

4,938

4,841

Dividends paid to the company's shareholders

16

(110,620)

(107,239)

Dividends paid to non-controlling interests

(4,438)

(1,260)

Payment of lease liabilities

(6,813)

(4,120)

Transactions in own shares

16

(13,217)

753

Employee Share transactions

(1,774)

(20)

Net cash (used in) financing activities

112,908

426,327

Net (decrease)/increase in cash and cash equivalents

272,071

(74,377)

Cash and cash equivalents - Beginning of the period

369,822

398,018

Non-cash exchange (losses)/gains on cash and cash equivalents

(19,565)

664

Cash and cash equivalents - End of the period

622,328

324,305

The above Condensed Interim Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Semi-Annual Financial Report as at 30 June 2020 8

Condensed Interim Consolidated Statement of Changes in Equity

Other reserves

Fair value

Foreign

reserve of

Reserve

currency

financial

Total

Non-

Issued

Share

own

Retained

translation

assets at

Total other

Shareholders'

controlling

Total

In thousands of euros

Note

capital

premium

shares

Earnings

reserve

FVOCI

reserves

equity

interests

equity

Balance as at 1 January 2019

112,000

116,560

(17,816)

509,483

3,351

67,515

70,866

791,093

11,231

802,324

audited

Profit for the period

-

-

-

109,480

-

-

-

109,480

1,541

111,021

Other comprehensive income for the period

-

-

-

(2,457)

6,841

10,090

17,424

14,967

174

15,141

Total comprehensive income for the period

-

-

-

107,023

6,841

10,090

17,424

124,447

1,715

126,162

Transfer of revaluation result to retained earnings

-

-

-

3,597

-

(3,597)

(3,597)

-

-

-

Share based payments

-

-

-

2,461

-

-

-

2,461

-

2,461

Dividends paid

-

-

-

(107,239)

-

-

-

(107,239)

(1,260)

(108,499)

Transactions in own shares

-

-

753

-

-

-

-

753

-

753

Non-controlling interests on acquisition of subsidiary

-

-

-

-

-

-

-

-

17,193

17,193

Balance as at 30 June 2019

112,000

116,560

(17,063)

515,325

10,192

74,008

84,693

811,515

28,879

840,394

unaudited

Balance as at 31 December 2019

112,000

116,560

(11,194)

625,545

970

74,259

75,229

918,140

15,686

933,826

audited

Profit for the year

-

-

-

178,116

-

-

-

178,116

3,033

181,149

Other comprehensive income for the year

-

-

-

(818)

(67,536)

4,176

(63,360)

(64,178)

(1,951)

(66,129)

Total comprehensive income for the year

-

-

-

177,298

(67,536)

4,176

(63,360)

113,938

1,082

115,020

Transfer of revaluation result to retained earnings

20

-

-

-

1,856

-

(1,856)

(1,856)

-

-

-

Share based payments

-

-

-

3,873

-

-

-

3,873

-

3,873

Dividends paid

-

-

-

(110,620)

-

-

-

(110,620)

(4,438)

(115,058)

Transactions in own shares

-

-

(13,217)

-

-

-

-

(13,217)

-

(13,217)

Acquisition of non-controlling interest

-

-

-

(3,723)

-

-

-

(3,723)

(1,963)

(5,686)

Non-controlling interests on acquisition of subsidiary

-

-

-

-

-

-

-

-

19,050

19,050

Other movements

-

-

4,554

(6,328)

-

-

-

(1,774)

-

(1,774)

Balance as at 30 June 2020

112,000

116,560

(19,857)

687,901

(66,566)

76,579

10,014

906,617

29,418

936,035

unaudited

The above Condensed Interim Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Semi-Annual Financial Report as at 30 June 2020 9

Notes to the Condensed Interim Consolidated Financial Statements

1. General information

Euronext N.V. ("the Group" or "the Company") is a public limited liability company incorporated and domiciled at Beursplein 5, 1012 JW Amsterdam in the Netherlands and is listed on all Continental Euronext local markets i.e. Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris.

The Group operates securities and derivatives exchanges in Continental Europe, Ireland and Norway. It offers a full range of exchange- and corporate services, including security listings, cash and derivatives trading, and market data dissemination. It combines the Amsterdam, Brussels, Dublin, Lisbon, Oslo and Paris exchanges in a highly integrated, cross- border organisation.

The Group also has a securities exchange in London (Euronext London Ltd.), for which a request to terminate the license as per 30 June 2020, has been filed with the FCA. Further, the Group operates Interbolsa S.A. and Verdipapirsentralen ASA ("VPS") (respectively the Portuguese and the Norwegian national Central Securities Depositories ("CSD")) and has majority stakes in Euronext FX Inc. (a US-based Electronic Communication Network in the spot foreign exchange market) and Nord Pool (the leading power market in Europe). The Group's in-house IT function supports its exchange operations. In addition, the Group provides software licenses as well as IT development and operation and maintenance services to third-party exchanges.

These Condensed Interim Consolidated Financial Statements were authorised for issuance by Euronext N.V.'s Supervisory Board on 29 July 2020.

2. Significant events and transactions

The following significant events and transactions have occurred during the six-months period ended 30 June 2020:

Acquisition of Nord Pool Holding AS ("Nord Pool")

On 15 January 2020, Euronext completed the acquisition of 66% of the share capital and voting rights in Nord Pool, which runs a leading physical power market in Europe. The total purchase consideration of the transaction amounted to €65.4 million (see Note 6).

Acquisition of VP Securities AS

On 23 April 2020, the Group announced it had entered into definitive agreements to acquire c.70% of the shares of VP Securities AS, the Danish Central Securities Depository (CSD). The price offered for 100% of the shares is DKK1.12bn (€150 million). The Group has opened an offer to all remaining shareholders, at the same terms and conditions.

The transaction was subject to regulatory approvals, which were received on 15 July 2020. As per that date, Euronext had already secured strong support from existing shareholders of VP Securities with shareholders representing 90.68% of the total shares having already accepted Euronext's offer. For more details on the acquisition, reference is made to Note 23 'Events after the reporting period'.

Payment of contingent consideration payable and exercise of put option for remaining shares in Company Webcast B.V. On 25 March 2020, the Group paid the €5.0 million contingent consideration payable to Company Webcast B.V., as part of the 51% majority stake that was acquired on 14 February 2017 (see Note 20).

In addition, the minority shareholders exercised their put option for selling the remaining 49% of the shares in Company Webcast B.V. Consequently, the redemption liability of €22.3 million was paid, increasing the Group's ownership to 100% in Company Webcast B.V. (see Notes 5, 6 and 20).

Prior to payment of both liabilities, a revaluation result of €160k was recognised on the line Change in fair value of financial liabilities in Profit or Loss (see note 12).

Payment of contingent consideration payable and exercise of call option for remaining shares in InsiderLog AB

On 11 February 2020, the Group paid the €3.6 million contingent consideration payable to InsiderLog AB, as part of the 80% majority stake that was acquired on 17 January 2018 (see Note 20). Prior to payment, a revaluation result of €70k was recognised on the line Change in fair value of financial liabilities in Profit or Loss (see note 12).

In addition, the Group exercised its call option for the remaining 20% of the shares in InsiderLog AB for an amount of €5.7 million, recognised directly in shareholders' equity, increasing the Group's ownership to 100% in InsiderLog AB (see Notes 5 and 6).

Bond issue

On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2, rated A- by S&P, which is listed on Euronext Dublin and maturing in June 2029. Settlement of this new bond was made on 29 June 2020. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750 million (see Note 18).

The proceeds of the issue will be used to (i) finance the acquisition of the outstanding shares of VP Securities AS and

  1. for general corporate purposes in line with the Group's strategy.

Semi-Annual Financial Report as at 30 June 2020 10

Long-term incentive plan 2020 ("LTI 2020")

On 19 May 2020, a Long-Term Incentive plan ("LTI 2020") was established under the revised Remuneration Policy that was approved by the AGM in October 2019. The LTI cliff vests after 3 years whereby performance criteria will impact the actual number of shares at vesting date. The share price for this grant at grant date was €88.00 and 117,656 Restricted Stock Units ("RSU's") were granted. The total share-based payment expense at the vesting date in 2023 is estimated to be €10.4 million. Compensation expense recorded for this LTI 2020 plan amounted to €0.3 million in the first half-year of 2020.

COVID-19 developments

The Group monitors the developments around the COVID-19 pandemic very closely. The current health situation has had no impact so far on the Group's market operations. The Group has been able to ensure smooth and efficient running of critical functions and processes. Euronext markets remained open, servicing a highly volatile trading environment, positively impacting Euronext's trading revenues.

As a result, the COVID-19 pandemic has no adverse impact on the Group's financial statements for the six-month period ended 30 June 2020.

In the longer-term, a possible global recession might impact trading revenues due to a loss of volume. This might also have an impact on other business lines, notably the Listing business, which may see a decrease in IPOs.

The ultimate severity of the COVID-19 pandemic is uncertain and therefore the Group is not able to reasonably predict the impact it may have on its financial performance in the second half of the year.

3. Basis of preparation, significant accounting policies and judgments

Basis of preparation

The Group has prepared these Condensed Interim Consolidated Financial Statements in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. These Condensed Interim Consolidated Financial Statements should be read in conjunction with the Group's Consolidated Financial Statements as of and for the fiscal year ended 31 December 2019, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

Significant accounting policies and judgments

The principal accounting policies and critical accounting estimates and judgments applied in the preparation of these Condensed Interim Consolidated Financial Statements are the same as those described in the Consolidated Financial Statements as of and for the year ended 31 December 2019, except for (i) taxes on income in the interim periods which are accrued using the tax rate that would be applicable to expected total annual earnings in each tax jurisdiction, (ii) the adoption of new and amended standards effective as of 1

January 2020, and (iii) a new accounting policy for recognition of material revenues in Nord Pool.

The new accounting policy and new and amended standards effective as of 1 January 2020 are set out below.

New accounting policies

Revenue recognition - power trading

Nord Pool earns trading fees for execution of power trades (MWh) in the physical market. Customers obtain control over the service provided at execution of the trade, which is the only performance obligation. Revenue is recognised at that point in time.

New IFRS standards, amendments and interpretations

A number of new or amended standards became applicable for the current reporting period, but did not have a material impact on the Group's Condensed Interim Consolidated Financial Statements:

  • Amendments to IFRS 3 'Definition of a Business'
  • Amendments to IAS 1 and IAS 8 'Definition of Material'
  • Amendments to IFRS 7, IFRS 9 and IAS 39 'Interest Rate Benchmark Reform'
  • Revised Conceptual Framework for Financial Reporting

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Impact of standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2020, which the Group has not applied in preparing these Condensed Interim Consolidated Financial Statements.

In the Consolidated Financial Statements of the Group as of and for the year ended 31 December 2019, the (potential) impact for a number of these new standards and amendments were mentioned. No updates on these mentioned new standards and amendments are to be reported in these Condensed Interim Consolidated Financial Statements.

Other new standards and amendments to standards that were not mentioned in the Consolidated Financial Statements of the Group as of and for the year ended 31 December 2019, are mentioned below:

  • Amendments to IAS 1 'Classification of liabilities as Current or Non-current'
  • Amendments to IFRS 3 'Reference to Conceptual framework'
  • Amendments to IAS 16 'Proceeds before Intended Use'
  • Amendments to IAS 37 'Onerous Contracts - Cost of
    Fulfilling a Contract'
  • Annual improvement Cycle - amendments and clarifications for IFRS 1, IFRS 9, IFRS 16 and IAS 41

Semi-Annual Financial Report as at 30 June 2020 11

Given the effective date of 1 January 2022, the Group is still assessing the impact of these amendments and clarifications.

4. Segment information

Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Managing Board. The organisation of the Group reflects the high level of

mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Managing Board are prepared on a measurement basis consistent with the reported Condensed Interim Consolidated Statement of Profit or Loss.

Semi-Annual Financial Report as at 30 June 2020 12

5. Group information

The following table provides an overview of the Group's subsidiaries, associates, joint ventures and non-current investments:

Ownership

As at 30 June

As at 31 December

Subsidiaries

Domicile

2020

2019

Enternext S.A.

France

100.00%

100.00%

Euronext Amsterdam N.V.

The Netherlands

100.00%

100.00%

Euronext Brussels S.A./N.V.

Belgium

100.00%

100.00%

Euronext IP & IT Holding B.V.

The Netherlands

100.00%

100.00%

Euronext Hong Kong Limited

Hong Kong

100.00%

100.00%

Euronext Lisbon S.A. (a)

Portugal

100.00%

100.00%

Euronext London Ltd.

United Kingdom

100.00%

100.00%

Euronext Paris S.A.

France

100.00%

100.00%

Euronext Technologies S.A.S.

France

100.00%

100.00%

Euronext Technologies Unipessoal Lda.

Portugal

100.00%

100.00%

Interbolsa S.A. (b)

Portugal

100.00%

100.00%

The Irish Stock Exchange Plc. (c)

Ireland

100.00%

100.00%

ISE Old Co. Ltd.

Ireland

100.00%

100.00%

Irish Stock Exchange Services Ltd.

Ireland

100.00%

100.00%

European Wholesale Markets Ltd.

Malta

80.00%

80.00%

Euronext Corporate Services B.V.

The Netherlands

100.00%

100.00%

Company Webcast B.V. (d)

The Netherlands

100.00%

51.00%

iBabs B.V.

The Netherlands

60.00%

60.00%

MSI Services B.V.

The Netherlands

60.00%

60.00%

IR Soft Ltd.

United Kingdom

100.00%

100.00%

InsiderLog AB (e)

Sweden

100.00%

80.00%

Euronext US Inc.

United States

100.00%

100.00%

Euronext Synapse LLC

United States

100.00%

100.00%

Euronext Markets Americas LLC

United States

100.00%

100.00%

Euronext FX Inc.

United States

97.30%

97.30%

Euronext Markets Singapore Pte Ltd.

Singapore

97.30%

97.30%

Euronext UK Holdings Ltd.

United Kingdom

100.00%

100.00%

Commcise Software Ltd.

United Kingdom

78.00%

78.00%

Commcise India Pltd.

India

78.00%

78.00%

Oslo Børs VPS Holding ASA

Norway

100.00%

100.00%

Oslo Børs ASA

Norway

100.00%

100.00%

Verdipapirsentralen ASA ("VPS")

Norway

100.00%

100.00%

Oslo Market Solutions AS

Norway

100.00%

100.00%

Fish Pool ASA

Norway

97.00%

97.00%

Centevo AB

Sweden

100.00%

100.00%

NOTC AS

Norway

100.00%

100.00%

Euronext Nordics Holding AS

Norway

100.00%

100.00%

Finance Web Working SAS (f)

France

60.00%

60.00%

Nord Pool Holding AS (g)

Norway

66.00%

0.00%

Nord Pool AS (g)

Norway

66.00%

0.00%

Nord Pool Finland Oy (g)

Finland

66.00%

0.00%

Nord Pool AB (g)

Sweden

66.00%

0.00%

Nord Pool Consulting AS (g)

Norway

66.00%

0.00%

European Market Coupling Operator AS (g)

Norway

66.00%

0.00%

European Market Coupling Operator AB (g)

Sweden

66.00%

0.00%

European Market Coupling Operator OY (g)

Finland

66.00%

0.00%

Black Woodpecker Software Oy (h)

Finland

100.00%

0.00%

Stichting Euronext Foundation (i)

The Netherlands

0.00%

0.00%

Associates

Domicile

Tredzone S.A.S. (j)

France

0.00%

34.04%

European Central Counterparty N.V.

The Netherlands

20.00%

20.00%

LCH SA

France

11.10%

11.10%

Tokeny Solutions

Luxembourg

23.50%

23.50%

Joint Ventures

Domicile

Algonext Ltd.

United Kingdom

50.00%

50.00%

LiquidShare S.A.

France

16.23%

16.23%

FinansNett Norge

Norway

50.00%

50.00%

Non-current investments

Domicile

Sicovam Holding S.A.

France

9.60%

9.60%

Euroclear S.A./N.V.

Belgium

3.53%

3.53%

Nordic Credit Rating AS

Norway

5.00%

5.00%

Association of National Numbering Agencies

Belgium

2.20%

2.20%

Investor Compensation Company Designated Activity Company

Ireland

33.30%

33.30%

Algomi Ltd. (k)

United Kingdom

0.00%

7.74%

  1. Legal name of Euronext Lisbon S.A. is Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A.
  2. Legal name of Interbolsa S.A. is Interbolsa - Sociedade Gestora de Sistemas de Liquidaçao e de Sistemas Centralizados de Valores Mobiliários, S.A.
  3. The Irish Stock Exchange plc. operates under the business name Euronext Dublin

Semi-Annual Financial Report as at 30 June 2020 13

  1. On 25 March 2020, the Group increased its ownership in Company Webcast B.V. to 100% (see Note 6)
  2. On 11 February 2020, the Group increased its ownership in Insiderlog AB to 100% (see Note 6)
  3. Finance Web Working SAS is operating under the business name Euronext Funds360 (or OPCVM360)
  4. On 15 January 2020, the Group acquired 66% of the share capital and voting rights in Nord Pool Holding AS (see Note 6)
  5. On 2 June 2020, the Group acquired 100% of the shares in Black Woodpecker Software Oy, operating under the business name Ticker (see Note 6)
  6. Stichting Euronext Foundation is not owned by the Group but included in the scope of consolidation
  7. On 10 March 2020, Tredzone S.A.S. was dissolved
  8. On 6 March 2020, the Group sold its 7.74% investment in Algomi Ltd (see Note 20)

6. Business combinations

The acquisitions that occurred during the six months period ended 30 June 2020 are set out below.

6.1 Acquisition of Nord Pool Holding AS ("Nord Pool")

On 15 January 2020, Euronext completed the acquisition of 66% of the share capital and voting rights in Nord Pool, the second largest power market in Europe, for a cash consideration of €65.4 million.

With the acquisition of Nord Pool, Euronext diversifies its revenue mix by entering the power market, and reinforces its commodity franchise. This transaction also contributes to the Group's ambition to grow its presence in the Nordic region and further strengthens Oslo as Euronext's main hub in the Nordics. The Transmission System Operators (TSOs), formerly the sole owners, will retain a 34% stake in Nord Pool Holding AS.

Details of the purchase consideration, the net assets acquired and goodwill are reflected in the tables below.

Purchase consideration:

In thousands of euros

Fair Value

Cash paid

65,429

Total purchase consideration

65,429

The assets and liabilities recognised as a result of the acquisition are as follows:

In thousands of euros

Fair Value

Assets

Property, plant and equipment

549

Right-of-use assets

2,272

Intangible assets: brand names

3,736

Intangible assets: customer relations

16,325

Intangible assets: software platform

13,304

Other intangible assets

2,036

Deferred tax assets

162

Derivatives financial instruments

12

Trade and other receivables

95,330

Cash and cash equivalents

163,316

Liabilities

Non-current lease liabilities

(1,547)

Deferred tax liabilities

(7,340)

Post-employment benefits

(278)

Current lease liabilities

(727)

Current income tax liabilities

(1,900)

Trade and other payables

(229,219)

Net identifiable assets acquired

56,031

Less: non-controlling interest

(19,051)

Add: Goodwill

28,449

Total purchase consideration

65,429

The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of Nord Pool, with those of the Group. The goodwill is not deductible for income tax purposes. See Note 15 for the changes in goodwill as a result from the acquisition.

Acquired receivables

The fair value of trade and other receivables was €95.3 million, and included €89.9 million of trade receivables, which is not materially different to the gross contractual amount. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected.

Non-controlling interest

The Group has chosen to recognise the non-controlling interest at the proportionate share of the net assets acquired. As such, non-controlling interest on acquisition amounted to €19.1 million (34% of €56.0 million).

Revenue and profit contribution

From the date of the acquisition, Nord Pool has contributed €18.5 million of revenue and €2.4 million of net profit to the Group. If the acquisition would have occurred on 1 January 2020, consolidated revenue and consolidated net profit for the six months ended 30 June 2020 would have been €467.7 million and €180.7 million respectively.

Acquisition related costs

Acquisition related costs of €2.1 million were expensed and recognised in professional services. The majority of these costs (€1.9 million) were recognised in the statement of profit or loss for the year ended 31 December 2019.

6.2 Acquisition of Black Woodpecker Software Oy ("Ticker")

On 2 June 2020, the Group acquired 100% of the share capital in Black Woodpecker Software Oy, a regulatory technology specialist from Finland, for a cash consideration of €1.7 million, plus a contingent earn-out payment depending on future financial performance. At acquisition date this contingent earn-out payment was valued at €1.0 million and was recognised in other current financial liabilities, with subsequent measurement through profit or loss. The net assets acquired were not material and the related goodwill amounted to €2.6 million. See Note 15 for the changes in goodwill as a result from the acquisition.

Semi-Annual Financial Report as at 30 June 2020 14

6.3 Acquisition of additional interest by exercise of put option for remaining shares in Company Webcast B.V.

On 25 March 2020, the minority shareholders exercised their put option for selling the remaining 49% of the shares in Company Webcast B.V., increasing the Group's ownership to

100%.

Cash consideration of €22.3 million was paid to the non- controlling shareholders. As a consequence, the related redemption liability that the Group had recognised on acquisition, was derecognised.

Prior to payment, a revaluation result of €0.1 million was recognised on the line Change in fair value of financial liabilities in Profit or Loss (see Note 12).

The Group recognised a decrease in non-controlling interest of €1.7 million.

The effect on the shareholders equity during the first six months of 2020 is summarized below:

In thousands of euros

Consideration paid to non-controlling interests

(22,296)

Derecognition of redemption liability

22,296

Carrying amount of non-controlling interest acquired

1,660

Difference recognised in retained earnings

1,660

6.4 Acquisition of additional interest by exercise of call option for remaining shares in InsiderLog AB

On 11 February 2020, the Group exercised its call option, previously recognised as a derivative financial instrument at fair value, for the remaining 20% of the shares in InsiderLog

AB, increasing the Group's ownership to 100%.

Cash consideration of €5.7 million was paid to the non- controlling shareholders, which was recognised directly against shareholders' equity.

The Group recognised a decrease in non-controlling interest of €0.3 million.

The effect on the shareholders equity during the first six months of 2020 is summarized below:

In thousands of euros

Consideration paid to non-controlling interests

(5,686)

Carrying amount of non-controlling interest acquired

303

Difference recognised in retained earnings

(5,383)

Semi-Annual Financial Report as at 30 June 2020 15

7. Revenue and geographical information

Revenue from contracts with customers

Substantially all of the Group's revenues are considered to be revenues from contracts with customers.

Set out below is the disaggregation of the Group's revenue from contracts with customers for the six months ended 30 June:

Six months

Six months

ended

Timing of revenue recognition

ended

Timing of revenue recognition

In thousands of euros

30 June

Product or service transferred

30 June

Product or service transferred

Major revenue stream

2020

at a point in time

over time

2019

at a point in time

over time

Listing

71,507

5,254

66,253

57,692

3,913

53,779

Trading revenue

201,203

201,203

-

131,226

131,226

-

of which

Cash trading

145,993

145,993

-

99,035

99,035

-

Derivatives trading

26,780

26,780

-

20,990

20,989

-

FX trading

14,619

14,619

-

11,201

11,201

-

Power trading

13,811

13,811

-

-

-

-

Investor services

3,613

111

3,502

2,313

-

2,313

Advanced data services

70,696

1,099

69,597

61,693

-

61,693

Post-trade

75,291

53,052

22,239

40,672

29,134

11,538

of which

Clearing

34,771

34,771

-

27,410

27,410

-

Custody & Settlement and other

40,520

18,282

22,239

13,262

1,724

11,538

Euronext Technology solutions & other revenue

25,187

1,337

23,850

17,937

322

17,615

Other income

43

43

-

85

85

-

Total revenue from contracts with customers

447,540

262,100

185,440

311,618

164,680

146,938

The Group's power trading revenue is closely correlated to seasonal fluctuations caused by higher energy demands in winter versus lower energy demands in summer. The Group's other revenue streams are not subject to significant seasonality patterns, except that there are generally lower trading volumes and listing admissions in August. Trading volumes are subject to potential volatility.

Geographical information

Set out below is the geographical information of the Group's revenue:

United

United

In thousands of euros

France

Netherlands

Kingdom

Belgium

Portugal

Ireland

States

Norway

Sweden

Finland

Hong Kong

Total

Six months ended 30 June 2020

Revenue from contracts with customers

193,691

103,986

2,812

17,899

17,253

19,844

15,234

72,901

3,876

36

8

447,540

Six months ended 30 June 2019

Revenue from contracts with customers

159,954

82,792

2,400

16,169

16,974

16,716

11,329

4,473

790

-

21

311,618

Cash trading, Derivatives trading, Clearing and Advanced data services revenues are attributed to the country where the exchange is domiciled. Revenues from other categories are attributed to the billing entity.

Semi-Annual Financial Report as at 30 June 2020 16

8. Salaries and employee benefits

Six months ended

30 June

30 June

In thousands of euros

2020

2019

Salaries and other short term benefits

(65,621)

(47,708)

Social security contributions

(18,857)

(14,496)

Share-based payment costs

(3,885)

(2,479)

Pension cost - defined benefit plans

(1,337)

(644)

Pension cost - defined contribution plans

(1,955)

(1,303)

Total

(91,655)

(66,630)

The first half-year of 2020 includes the impact from acquisition of Nord Pool as from the date of control. Furthermore, it includes the full impact from Oslo Børs VPS which was acquired last year.

For the six months ended 30 June 2020, the €0.7 million of restructuring costs related to termination expenses in the various Euronext entities. Transformational acquisition cost amounted to €0.6 million. A partial reversal of provision for termination of contracts in Oslo Børs VPS was recognised for €0.3 million. In addition, €0.3 million of litigation provision and €0.2 million of onerous contract cost were recognised.

For the six months ended 30 June 2019, the €1.0 million of restructuring costs related to expenses for employee termination benefits in various Euronext locations. Transformational acquisition cost, primarily related to the acquisition of Oslo Børs VPS, amounted to €10.1 million. In addition, €1.3 million of settlement fees and €0.9 million of onerous contract cost were recognised.

9. Depreciation and amortization

Six months ended

30 June

30 June

In thousands of euros

2020

2019

Depreciation of tangible fixed assets

(4,916)

(3,776)

Amortisation of intangible fixed assets

(14,646)

(8,549)

Amortisation of right-of-use assets

(6,915)

(5,420)

Total

(26,477)

(17,745)

Depreciation and amortisation primarily increased due the impact of acquired subsidiaries Nord Pool and Oslo Børs VPS, as from their acquisition dates. As a result, amortisation of intangible fixed assets contains €9.6 million of software and customer relations amortisation (2019: €4.5 million).

10. Other operational expenses

Six months ended

30 June

30 June

In thousands of euros

2020

2019

Systems and communications

(17,684)

(12,025)

Professional services

(25,103)

(15,766)

Clearing expenses

(17,214)

(14,649)

Accommodation

(3,255)

(2,326)

Other expenses (a)

(17,182)

(12,864)

Total

(80,438)

(57,630)

  1. Other expenses include marketing, taxes, insurance, travel, professional membership fees and other expenses.

11. Exceptional items

Six months ended

30 June

30 June

In thousands of euros

2020

2019

Restructuring costs

(683)

(981)

Acquisition costs

(625)

(10,148)

Settlement Algomi investment and related items

-

(1,341)

Termination of contracts

308

-

Litigation provisions/settlements

(279)

-

Onerous contract costs

(197)

(866)

Other

14

(9)

Total

(1,461)

(13,345)

12. Net financing income / (expense)

Six months ended

30 June

30 June

In thousands of euros

2020

2019

Interest expense (effective interest method)

(7,138)

(4,437)

Interest in respect of lease liabilities

(249)

(271)

Finance costs

(7,387)

(4,708)

Contingent consideration payables (see Note 20)

(98)

-

Redemption liabilities (see Note 20)

(131)

-

Change in fair value of financial liabilities

(229)

-

Interest income (effective interest method)

183

798

Interest income from interest rate swaps

2,421

2,471

Hedging result

173

207

Gain / (loss) on disposal of treasury investments

-

243

Net foreign exchange gain/(loss)

332

(182)

Other net financing income/(expense)

3,109

3,537

Total

(4,507)

(1,171)

The six months period ended 30 June 2020, includes the full half-year impact of interest expense from the Bond arrangement entered into in June 2019 (see Note 18).

13. Share of net profit/(loss) of associates and joint ventures

The share of net profit /(loss) of associates and joint ventures is primarily contribution by associate LCH SA for €4.5 million (2019: €3.3 million).

14. Income tax expense

Income tax expense for the interim period is recognised by reference to management's estimate of the weighted average income tax rate expected for the full fiscal year, with the exception of discrete "one-off" items which are recorded in full in the interim period.

The effective tax rate decreased from 30.0% for the six months ended 30 June 2019 to 26.8% for the six months ended 30 June 2020.

Semi-Annual Financial Report as at 30 June 2020 17

15. Goodwill and other intangible assets

The Goodwill and other intangible assets held by the Group increased primarily as a result of the acquisition of Nord Pool. See Note 6 for further information on this acquisition.

Intangible assets recognised on

acquisition of subsidiaries

Purchased

Internally

softw.

developed

Constr. in Pr.

Customer

In thousands of euros

Goodwill

software

Patents & TrMrk

Software

Relations

Brand Names

Total

As at 31 December 2019

Cost

1,145,397

140,018

49,167

51,963

296,836

7,299

1,690,680

Accumulated amortisation and impairment

(53,341)

(109,795)

(44,113)

(11,152)

(13,519)

-

(231,920)

Net book amount

1,092,056

30,223

5,054

40,811

283,317

7,299

1,458,760

As at 1 January 2020 net book amount

1,092,056

30,223

5,054

40,811

283,317

7,299

1,458,760

Exchange differences

(50,035)

(317)

(55)

(4,178)

(20,909)

(321)

(75,815)

Additions

-

3,144

503

-

-

-

3,647

Transfers and other

758

289

(797)

-

-

-

250

Acquisitions of subsidiaries (Note 6)

31,065

1,984

420

13,304

16,325

3,736

66,834

Amortisation charge (Note 9)

-

(3,597)

(889)

(4,316)

(5,844)

-

(14,646)

As at 30 June 2020 net book amount

1,073,844

31,726

4,236

45,621

272,889

10,714

1,439,030

As at 30 June 2020

Cost

1,128,136

149,571

50,302

60,757

291,824

10,714

1,691,304

Accumulated amortisation and impairment

(54,292)

(117,845)

(46,066)

(15,136)

(18,935)

-

(252,274)

Net book amount

1,073,844

31,726

4,236

45,621

272,889

10,714

1,439,030

As there were no indicators for impairment, management has not updated any of the impairment calculations as per 30 June 2020.

16. Shareholders' equity

Under the Articles of Association, Euronext's authorised share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 per share and one Priority Share with a nominal value of €1.60. All of Euronext's shares have been or will be created under Dutch law.

As of 30 June 2020, Euronext's issued share capital amounts to €112,000,000 and is divided into 70,000,000 Ordinary Shares. The Priority Share is currently not outstanding. The fully paid ordinary shares carry one vote per share and rights to dividends, if declared. The Group's ability to declare dividends is limited to distributable reserves as defined by Dutch law.

Dividend

On 14 May 2020, the Annual General Meeting of shareholders voted for the adoption of the proposed €1.59 dividend per ordinary share. On 22 May 2020, a dividend of €110.6 million has been paid to the shareholders of Euronext N.V.

Treasury shares

Overview of

#

#

Total

Total

changes in treasury shares

Shares

Shares

Value

Value

during the six-months period

2020

2019

2020

2019

(In thousands of euros)

Liquidity contract (a)

(5,000)

(15,724)

(418)

(753)

Share Repurchase Program (b)

200,000

-

13,635

-

From share-based payments (c)

(98,160)

-

(4,554)

-

  1. The movement in value of €0.4 million during the first half of 2020, relates to the transactions in Euronext N.V. shares conducted by the liquidity provider on behalf of the Group under the liquidity contract established.
  2. Under the Share Repurchase Program, 200,000 shares were repurchased by the Group during the first half of 2020.
  3. 98,160 shares were delivered to employees for whom share plans had already vested during the first half of 2020.

17. Earnings per Share

Basic

Earnings per share are computed by dividing profit attributable to the shareholders of the Company by the weighted average number of shares outstanding for the period. The number of weighted average shares used for the basic earnings per share calculation for the six months ended 30 June 2020 was 69,673,237 (30 June 2019: 69,632,688).

Semi-Annual Financial Report as at 30 June 2020 18

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the share plans the dilution was determined by the number of shares that could have been acquired at fair value (determined as the average quarterly market price of

Euronext's shares) based on the fair value (measured in accordance with IFRS 2) of any services to be supplied to Euronext in the future under the share plan. The number of weighted average shares used for the diluted earnings per share calculation for the six months ended 30 June 2020 was 69,852,672 (30 June 2019: 69,952,845).

18. Borrowings

Fair Value

Balance at

adjustment to

31 December

interest rate

Other

Balance at 30

In thousands of euros

2019

New issues

Repayments

hedge

movements

June 2020

Non-current

Borrowings

Senior Unsecured Note #1 (a)

519,866

-

-

4,226

-

524,092

Senior Unsecured Note #2

500,000

250,000

-

-

-

750,000

Discount, premium and issue costs

(9,478)

5,668

-

-

-

(3,811)

Amortisation discount, premium and issue costs

1,128

-

-

-

512

1,639

Other

12

6

-

-

-

17

Total

1,011,527

255,673

-

4,226

512

1,271,939

Current

Borrowings

Accrued interest

6,750

-

(10,852)

-

5,743

1,641

Total

6,750

-

(10,852)

-

5,743

1,641

  1. The 'Senior Unsecured Note #1' is carried at amortised cost and adjusted for fair value movements due to the hedged interest rate risk.

Bond Issue

On 22 June 2020, the Group successfully priced a tap offering of €250 million on its outstanding Senior Unsecured Note #2, rated A- by S&P, which is listed on Euronext Dublin. Settlement of this new bond was made on 29 June 2020. This Bond will mature in June 2029. This increases the total principal amount bearing interest at an annual rate of 1.125% to €750 million.

The proceeds of the issue will be used to (i) finance the acquisition of the outstanding shares of VP Securities AS (see Note 23) and (ii) for general corporate purposes in line with the Group's strategy.

The Bond issue included €5.7 million of Bond premium and issue costs, which are subsequently accounted for under the Effective Interest Rate method.

Revolving Credit Facility ("RCF")

The Group has a revolving credit facility agreement of €400.0 million that allows the Group to apply all amounts borrowed by it towards (i) general corporate and/or working capital purposes of the Group, (ii) satisfaction of the consideration payable for an acquisition and/or (iii) the payment of fees, costs and expense incurred in relation to an acquisition.

The revolving credit facility has a maturity of 5 years plus a two-year extension possibility and bears an interest rate of EURIBOR plus a margin of 0.30%, based on the "A-" rating.

As per 30 June 2020, no amounts were drawn under the revolving credit facility.

Euronext is required to maintain compliance with a maximum leverage ratio if the credit rating would drop below BBB+. The maximum leverage ratio measures Euronext total gross debt to EBITDA (as such terms are defined in the Facilities Agreement). Euronext is required to maintain a leverage ratio of no more than 3.5x.

19. Derivatives financial instruments

Fair value hedges for interest rate risk

In relation to the 1% fixed-rate €500 million Senior Unsecured Note #1, issued in April 2018, the Group uses interest rate swap agreements (formally designated as fair value hedges) to reduce the variability of the fair value of the Senior Unsecured Note #1 attributable to the change in interest rate, allowing it to transform the fixed rate exposure to floating rate.

During the six months ended 30 June 2020, the ineffective part of the hedge was a profit of €0.2 million recognised in 'hedging result' in the Consolidated Statement of Profit or

Semi-Annual Financial Report as at 30 June 2020 19

Loss. The aggregate fair value of the interest rate swaps as at 30 June 2020 amounted to €23.8 million and is included in 'derivative financial assets' (see Note 20).

Hedge of net investment in foreign operations

The Group has designated a EUR/GBP foreign exchange contract as a hedge of the investment in Commcise Software Ltd., a Group subsidiary in the United Kingdom.

On 20 December 2019, the Group entered into a EUR/GBP foreign exchange contract with a notional amount of £27.1 million, which expired on 21 June 2020. The hedge did not cause material ineffectiveness.

On 21 June 2020, the Group entered into a new EUR/GBP foreign exchange contract with a notional amount of £27.3 million, expiring in six months. The hedge did not cause material ineffectiveness.

During the six months ended 30 June 2020, a gain of €2.2 million on the translation of the foreign exchange forward contracts was transferred to other comprehensive income.

The aggregate fair value of the foreign exchange forward contract as at 30 June 2020 amounted to €0.4 million and is included in 'derivative financial assets' (see note 20).

The Group does not hold or issue any derivative instruments for trading or speculative purposes.

Semi-Annual Financial Report as at 30 June 2020 20

20. Financial instruments

Set out below are the financial instruments held by the Group as at 30 June 2020 and 31 December 2019.

20.1 Financial instruments by category

As at 30 June 2020

FVOCI

equity

In thousands of euros

Amortised cost

instruments

FVPL

Total

Financial assets

Financial assets at fair value through other comprehensive income

-

199,642

-

199,642

Financial assets at amortised cost

2,463

-

-

2,463

Trade and other receivables

185,379

-

-

185,379

Derivative financial instruments

-

-

24,180

24,180

Other current financial assets

37,068

-

-

37,068

Cash and cash equivalents

622,328

-

-

622,328

Total

847,238

199,642

24,180

1,071,060

Financial liabilities

Borrowings (non-current)

1,271,939

-

-

1,271,939

Lease liabilities (non-current)

34,833

-

-

34,833

Borrowings (current)

1,641

-

-

1,641

Lease liabilities (current)

14,706

-

-

14,706

Other current financial liabilities (a)

-

-

1,013

1,013

Trade and other payables

190,907

-

-

190,907

Total

1,514,026

-

1,013

1,515,039

  1. Consists of the contingent consideration payable related to Black Woodpecker Software Oy of €1.0 million (see Note 6).

As at 31 December 2019

FVOCI

equity

In thousands of euros

Amortised cost

instruments

FVPL

Total

Financial assets

Financial assets at fair value through other comprehensive income

-

197,821

-

197,821

Financial assets at amortised cost

1,503

-

-

1,503

Trade and other receivables

125,376

-

-

125,376

Derivative financial instruments

-

-

19,353

19,353

Other current financial assets

12,118

-

-

12,118

Cash and cash equivalents

369,822

-

-

369,822

Total

508,819

197,821

19,353

725,993

Financial liabilities

Borrowings (non-current)

1,011,527

-

-

1,011,527

Lease liabilities (non-current)

41,180

-

-

41,180

Borrowings (current)

6,750

-

-

6,750

Derivative financial instruments

-

-

141

141

Lease liabilities (current)

13,970

-

-

13,970

Other current financial liabilities (a)

-

-

30,675

30,675

Trade and other payables

117,298

-

-

117,298

Total

1,190,725

-

30,816

1,221,541

  1. Consists of (i) contingent consideration payables related to Company Webcast B.V. and InsiderLog AB of respectively €5.0 million and €3.6 million, and (ii) redemption liability of €22.2 million related to Company Webcast B.V. These were paid out during the first six-months of 2020.

Semi-Annual Financial Report as at 30 June 2020 21

20.2 Fair value measurement

This note provides an update on the judgments and estimates made by the Group in determining the fair values of the financial instruments since the last annual financial report.

20.2.1 Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1: quoted prices in active markets for identical assets or liabilities
  • Level 2: inputs that are based on observable market data, directly or indirectly
  • Level 3: unobservable inputs

In thousands of euros

Level 1

Level 2

Level 3

Total

As at 30 June 2020

Assets

Financial assets at FVOCI

Unlisted equity securities

-

-

199,642

199,642

Financial assets at FVPL

Hedging derivatives - interest rate swaps

-

23,752

-

23,752

Hedging derivatives - foreign exchange forward contract - GBP

-

428

-

428

Total assets

-

24,180

199,642

223,822

Liabilities

Financial liabilities at FVPL

Contingent consideration payables

-

-

1,013

1,013

Total liabilities

-

-

1,013

1,013

As at 31 December 2019

Assets

Financial assets at FVOCI

Unlisted equity securities

-

-

197,821

197,821

Financial assets at FVPL

Hedging derivatives - interest rate swaps

-

19,353

-

19,353

Total assets

-

19,353

197,821

217,174

Liabilities

Financial liabilities at FVPL

Hedging derivatives - foreign exchange forward contract - GBP

-

141

-

141

Contingent consideration payables

-

-

8,510

8,510

Redemption liability

-

-

22,165

22,165

Total liabilities

-

141

30,675

30,816

20.2.2 Fair value measurements using observable inputs (level 2)

The fair value of interest rate swaps is calculated as the present value of the estimated future net cash flows based on observable yield curves at the reporting date. The fair value of foreign exchange forwards is calculated as the present value of future net cash flows based on the forward exchange rates at the balance sheet date. The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period. The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2020.

20.2.3 Fair value measurements using unobservable inputs (level 3)

The following table shows the changes in level 3 instruments for the six-months period ended 30 June 2020:

Contingent

Unlisted equity

consideration

Redemption

In thousands of euros

securities

payables

liability

Total

As at 31 December 2019

197,821

(8,510)

(22,165)

167,145

Revaluations recognised in OCI

4,473

-

-

4,473

Revaluations recognised in P&L

-

(98)

(131)

(229)

Additions / (disposals)

(2,626)

-

-

(2,626)

Payments

-

8,608

22,296

30,904

Acquisitions

-

(1,013)

-

(1,013)

Exchange differences

(26)

-

-

(26)

As at 30 June 2020

199,642

(1,013)

-

198,629

There were no transfers between the levels of fair value hierarchy in the six months period ended 30 June 2020.

Semi-Annual Financial Report as at 30 June 2020 22

Valuation process

Concerning the valuation process for fair value measurement categorised within level 3 of the fair value hierarchy, the Group's central treasury department collects and validates the available level 3 inputs and performs the valuation according to the Group's valuation methodology for each reporting period. The fair value estimates are discussed with-, and challenged by the Group Financial Director and the Chief Financial Officer. Periodically the values of investments categorized in "level 3" are validated by staff with extensive knowledge of the industry in which the invested companies operate. Although valuation techniques are applied consistently as a principle, Management, upon advice from the Group's valuation experts, may decide to replace a valuation technique if such a change would improve the quality or the reliability of the valuation process.

Unlisted equity securities in Euroclear plc and Sicovam Holding S.A.

For measuring fair value of its long-term investments in unlisted equity securities in Euroclear plc. and Sicovam Holding S.A. the Group applied the Gordon valuation technique as its primary valuation method with normalised return on equity and expected dividend growth rate as key non-observable parameters. For the valuation the Group considers also observable transactions. In addition, for measuring the fair value of Sicovam Holding S.A, the Group applied an illiquidity discount as an unobservable input for which a sensitivity impact of +10%/(-10%) would amount to a decrease/(increase) of €6.4 million (2019: €6.3 million) in the fair value.

As per 30 June 2020, the key assumptions used in the Gordon valuation model were as follows:

Range of inputs

Fair value at

(probaility-

30 June

Unobservable

weighted

Relationship of unobservable

In thousands of euros

2020

inputs *)

average)

inputs to fair value

Increase

decrease

Euroclear Plc

141,731

Return on

7.9% - 8.9%

4,685

(6,234)

equity

(8.4%)

Expected

0.8% - 1.8%

dividend

(1.3%)

growth rate

Sicovam Holding S.A.

57,578

Return on

7.9% - 8.9%

1,822

(2,425)

equity

(8.4%)

Expected

0.8% - 1.8%

dividend

(1.3%)

growth rate

*) There were no significant inter-relationships between unobservable inputs that materially affect fair value

As per 31 December 2019, the key assumptions used in the Gordon valuation model were as follows:

Range of inputs

Fair value at

(probaility-

31 December

Unobservable

weighted Relationship of unobservable inputs

In thousands of euros

2019

inputs *)

average)

to fair value

Increase

decrease

Euroclear Plc

140,401

Return on

7.9% - 8.9%

4,283

(5,816)

equity

(8.4%)

Expected

0.73% - 1.73%

dividend growth

(1.23%)

rate

Sicovam Holding S.A.

57,061

Return on

7.9% - 8.9%

1,666

(2,262)

equity

(8.4%)

Expected

0.73% - 1.73%

dividend growth

(1.23%)

rate

*) There were no significant inter-relationships between unobservable inputs that materially affect fair value

The sensitivity analysis shows the impact on fair value using the most favorable combination (increase), or least favorable combination (decrease) of the unobservable inputs per investment in unlisted equity securities.

Semi-Annual Financial Report as at 30 June 2020 23

Unlisted equity securities in Algomi Ltd.

On 6 March 2020, the Group sold its 7.74% minority stake in Algomi Ltd. to BGC Partners for a consideration of €2.6 million, comprising €1.9 million of cash receipt and €0.7 million of deferred receivable, pending any post-transaction settlements.

In Q1 2020, the investment was remeasured to fair value through Other Comprehensive Income at €2.6 million. Subsequently, the investment was derecognised and the realised portion of the historical revaluation gain (equal to the cash receipt of €1.9 million) was transferred within equity from FVOCI reserve to retained earnings.

Contingent consideration payables and redemption liability

The contingent consideration payables related to Company Webcast B.V. and InsiderLog AB of €5.0 million and €3.6 million respectively and the redemption liability related to Company Webcast B.V. of €22.3 million were paid in full during the six months ended 30 June 2020, with any remaining revaluation result recognised in Profit or Loss (see note 12).

The acquisition of Black Woodpecker contained a contingent consideration payable, for which the fair value of €1.0 million was estimated based on a multiple of revenue.

20.2.4 Fair values of other financial instruments

The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For these instruments the fair values approximate their carrying amounts.

21. Related parties

21.1 Transactions with related parties

The Group has related party relationships with its associates and joint ventures. The nature of related party transactions in the six-month period ended 30 June 2020 do not significantly deviate from the nature of transactions as reflected in the financial statements as at and for the year ended 31 December 2019.

Transactions with subsidiaries are eliminated on consolidation. The interests in group companies are set out in Note 5.

21.2 Key management personnel

During the first six months of 2020, the following mutations in the Group's key management personnel have occurred:

Managing Board

As per 1 February 2020, Håvard Abrahamsen resigned from the Managing Board. At the Annual General Meeting held on 14 May 2020, Øivind Amundsen was appointed to the Managing Board and Georges Lauchard was appointed to the Managing Board subject to and with effect from the grant of regulatory approval, which was obtained on 8 July 2020.

Supervisory Board

As per 14 May 2020, Kerstin Günther retired from the Supervisory Board.

With the exception of the above there were no other changes in key management personnel during the six months ended 30 June 2020. Other arrangements with key management have remained consistent since 31 December 2019.

22. Contingencies

The Group is involved in a number of legal proceedings that have arisen in the ordinary course of Euronext's business. Set out below are the legal proceedings that had changes in status, compared to what has been reported in Note 38 "Contingencies" of the Group's Consolidated Financial Statements for the year ended 31 December 2019. No new material legal proceedings occurred during the six months ended 30 June 2020.

Euronext Amsterdam Pension Fund

On 25 April 2019, Euronext Amsterdam received an interlocutory judgment in the appeal it had filed against the decision of the Court in Euronext Amsterdam's dispute with approximately 120 retired and/or former employees. In this interlocutory judgement, the higher court intends to confirm the verdict of the judgement of 24 June 2016. However, the higher court needs further information to assess if Euronext can be sentenced to enter into a new implementation agreement ("uitvoeringsovereenkomst") with a pension provider who can provide the same or at least equal rights and warranties as set out in the implementation agreement 2007- 2012, or the implementation agreement 2013; or subsidiary if Euronext can be sentenced to, as substitution for the implementation agreement, pay an amount of money to a pension provider to make sure that the pensioners will be placed in the same position as they would have been in the event the implementation agreement would have been continued unaltered. Euronext has been ordered to give this information on 25 June 2019. Euronext has provided the information.

Semi-Annual Financial Report as at 30 June 2020 24

The actuaries of Euronext had already calculated that the pensioners would have lower pension rights in the event that the implementation agreement would have been continued. These calculations are based on all the financial obligations of the implementation agreement and the financial position of the pension fund. Furthermore, the calculations are based on the legal parameters of the Pension Act 2007, therefore, Euronext has called for rejection of the claims of the pensioners because there is no financial loss. The pensioners have responded to this information on 23 July 2019.

On 28 July 2020, the higher court rendered its decision in the court case between Euronext Amsterdam and approximately 120 retired and/or former Euronext Amsterdam employees, united in an association. The higher court has ordered that Euronext Amsterdam is to pay for damages resulting from the loss of indexation perspective incurred by the claimants. Euronext Amsterdam is analysing and considering whether to lodge an appeal in cassation to the Supreme Court.

As the best estimate of the expenditure required to settle the expected financial loss is assessed as being not material, as of 30 June 2020, no provision has been booked in connection with this decision.

23. Events after the reporting period

Sale of investment in associate EuroCCP

On 1 July 2020, the Group sold its investment in associate EuroCCP for a consideration of €8.8 million. The investment, classified as an asset held for sale, will subsequently be derecognised.

Acquisition of VP Securities AS

On 15 July 2020, Euronext received regulatory approvals to acquire up to 100% of the share capital and voting rights in VP Securities AS.

Euronext has already secured strong support from existing shareholders of VP Securities with shareholders representing 90.68% of the total shares having already accepted Euronext's offer. Euronext's tag along offer to acquire the remaining shares in VP Securities will remain open until 31 August 2020.

According to the terms of the Euronext's tag along offer to the minority shareholders of VP Securities, shareholders having accepted the Euronext's offer will receive payment and shares will be transferred on or around 3 August 2020. Any other shareholders and shareholders with specific rights, accepting Euronext offer, before 31 August 2020, which is the latest date to accept Euronext's offer, will receive payment and shares will be transferred on or around 10 September 2020.

Following such settlements, Euronext intends to initiate a compulsory acquisition procedure to acquire the remaining shares not already tendered in accordance with the rules of the Danish Companies Act.

Amsterdam, 29 July 2020

Stéphane Boujnah

Chief Executive Officer and Chairman of the Managing Board

Giorgio Modica

Chief Financial Officer

Semi-Annual Financial Report as at 30 June 2020 25

Management Statement

The Company Management hereby declares that to the best of its knowledge:

  • The interim condensed consolidated financial statements prepared in accordance with IAS 34 "Interim Financial Reporting", give a true and fair view of the assets, liabilities, financial position and profit or loss of Euronext N.V. and the undertakings included in the consolidated as a whole; and
  • The semi-annual report includes a fair review of the information required pursuant to section 5:25d(8) (9) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

Amsterdam, 29 July 2020

Stéphane Boujnah

Giorgio Modica

Chief Executive Officer and Chairman of the Managing Board

Chief Financial Officer

Semi-Annual Financial Report as at 30 June 2020 26

Independent auditor's review report

To: the Managing Board and Supervisory Board of Euronext N.V.

Our conclusion

We have reviewed the condensed interim consolidated financial statements included in the accompanying semi-annual financial report of Euronext N.V. based in Amsterdam for the period from 1 January 2020 to 30 June 2020.

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of Euronext N.V. for the period from 1 January to 30 June 2020, is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting', as adopted by the European Union.

The condensed interim consolidated financial statements comprises:

  • The condensed interim consolidated statement of profit or loss;
  • The condensed interim consolidated statement of comprehensive income;
  • The condensed interim consolidated balance sheet;
  • The condensed interim consolidated statement of cash flows;
  • The condensed interim consolidated statement of changes in equity;
  • The notes comprising of a summary of the significant accounting policies and other explanatory information.

Basis for our conclusion

We conducted our review in accordance with Dutch law, including the Dutch Standard 2410, "Review of interim financial information performed by the independent auditor of the entity". A review of interim financial information in accordance with the Dutch Standard 2410 is a limited assurance engagement. Our responsibilities under this standard are further described in the Our responsibilities for the review of the condensed interim consolidated financial statements section of our report.

We are independent of Euronext N.V in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedragsen beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Emphasis of matter relating to Covid-19 developments

The developments around the Covid-19 pandemic have a profound impact on people, society and on the economy. This impacts operational and financial performance of organizations and the assessment of the ability to continue as a going concern. The impact may continue to evolve. The condensed interim consolidated financial statements and our review report thereon reflect the conditions at the time of preparation. The impact of the developments on Euronext N.V. is disclosed in note 2 "Significant events and transactions" of the condensed interim consolidated financial statements. We draw attention to these disclosures. Our conclusion is not modified in respect of this matter.

Responsibilities of management for the condensed interim consolidated financial statements

Management is responsible for the preparation and presentation of the condensed interim consolidated financial statements in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the condensed interim consolidated financial statements that is free from material misstatement, whether due to fraud or error.

The supervisory board is responsible for overseeing Euronext's financial reporting process.

Our responsibilities for the review of the condensed interim consolidated financial statements

Our responsibility is to plan and perform the review in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

Semi-Annual Financial Report as at 30 June 2020 27

The level of assurance obtained in a review engagement is substantially less than the level of assurance obtained in an audit conducted in accordance with the Dutch Standards on Auditing. Accordingly, we do not express an audit opinion.

We have exercised professional judgement and have maintained professional scepticism throughout the review, in accordance with Dutch Standard 2410. Our review included among others:

  • Updating our understanding of Euronext N.V. and its environment, including its internal control, and the applicable financial reporting framework, in order to identify areas in the condensed interim consolidated financial statements where material misstatements are likely to arise due to fraud or error, designing and performing analytical and other review procedures to address those areas, and obtaining assurance evidence that is sufficient and appropriate to provide a basis for our conclusion;
  • Obtaining an understanding of internal control as it relates to the preparation of condensed interim consolidated financial statements;
  • Making inquiries of management and others within Euronext N.V.;
  • Applying analytical procedures with respect to information included in the condensed interim consolidated financial statements;
  • Obtaining assurance evidence that the condensed interim consolidated financial statements agrees with, or reconciles to, Euronext's underlying accounting records;
  • Evaluating the assurance evidence obtained;
  • Considering whether there have been any changes in accounting principles or in the methods of applying them and whether any new transactions have necessitated the application of a new accounting principle;
  • Considering whether management has identified all events that may require adjustment to or disclosure in the condensed interim consolidated financial statements;
  • Considering whether the condensed interim consolidated financial statements has been prepared in accordance with the applicable financial reporting framework and represents the underlying transactions free from material misstatement.

Amsterdam, 29 July 2020

Ernst & Young Accountants LLP

Signed by A.B. Roeders

Semi-Annual Financial Report as at 30 June 2020 28

This publication is for information purposes only and is not a recommendation to engage in investment activities. This publication is provided "as is" without representation or warranty of any kind. Whilst all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication shall form the basis of any contract. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext's subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext. No part of it may be redistributed or reproduced in any form without the prior written permission of Euronext. All data as of 29 July 2020 Euronext disclaims any duty to update this information. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is located at https://www.euronext.com/terms-use.

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Euronext NV published this content on 28 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2020 13:21:10 UTC