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
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
- 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% |
- Legal name of Euronext Lisbon S.A. is Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A.
- Legal name of Interbolsa S.A. is Interbolsa - Sociedade Gestora de Sistemas de Liquidaçao e de Sistemas Centralizados de Valores Mobiliários, S.A.
- The Irish Stock Exchange plc. operates under the business name Euronext Dublin
Semi-Annual Financial Report as at 30 June 2020 13
- On 25 March 2020, the Group increased its ownership in Company Webcast B.V. to 100% (see Note 6)
- On 11 February 2020, the Group increased its ownership in Insiderlog AB to 100% (see Note 6)
- Finance Web Working SAS is operating under the business name Euronext Funds360 (or OPCVM360)
- On 15 January 2020, the Group acquired 66% of the share capital and voting rights in Nord Pool Holding AS (see Note 6)
- 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)
- Stichting Euronext Foundation is not owned by the Group but included in the scope of consolidation
- On 10 March 2020, Tredzone S.A.S. was dissolved
- 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) |
- 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) | - | |
- 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.
- Under the Share Repurchase Program, 200,000 shares were repurchased by the Group during the first half of 2020.
- 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 |
- 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 |
- 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 |
- 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