1 – Repayment of capital / Super-dividend
On March 13, 2006 - Euronext’s Supervisory Board accepted the proposal of the Managing Board to pay, for the 2005 financial year, an ordinary dividend of EUR 1 per share as well as an extraordinary dividend of EUR 3 per share.
In order to optimize the tax treatment for the shareholders, the proposed cash payment of EUR 3 shall take the form of a repayment of capital which will not be subject to withholding tax.
This requires a 75% vote of the shareholders on item 3-e at the Annual General Meeting (or 50% if more than half of the issued capital is represented at the meeting) and compliance with certain formalities under Netherlands law. The cash payment will then be made on 11th August 2006 as opposed to 6th July as previously indicated.
2 – Shareholder’s agenda item
In light of the acquisition of a 15% stake in London Stock Exchange plc (“LSE”) by The Nasdaq Stock Market, Inc., Euronext confirms that it is no longer in discussions with LSE regarding a possible offer for the company.
An agenda item proposed by a shareholder is asking for a vote on the principle that a merger between Deutsche Boerse and Euronext is in the best interests of all the shareholders of Euronext.
While this is certainly a serious option, the Supervisory and Managing Boards of Euronext firmly believe that they have a duty to their shareholders and other stakeholders to examine thoroughly all strategic options available to the Company. Active discussions with Deutsche Boerse and other parties are therefore continuing, with a view to identifying the most attractive and value creating transaction available. However, at this point it is not possible to provide shareholders with sufficient detail and clarity on key transaction issues to allow them to make an informed decision. Euronext is committed to pursuing discussions expeditiously, and to submitting as rapidly as possible the outcome of such negotiations to shareholders. In the meantime, Euronext is concerned not to restrict its flexibility during this period. Given the commitment of the Supervisory board to return to shareholders, Euronext is advising shareholders not to vote in favour of agenda item 10-b.
3 – Q1 2006 full results
We are pleased to announce that we will issue our full results for the first quarter 2006 on the 9th May at 5:45 pm CET ahead of our initial schedule which was the 23rd May.
For the purposes of Rule 2.8 and other relevant provisions of The City Code on Takeovers and Mergers ('City Code'), Euronext reserves the right to announce an offer or possible offer or make and participate in an offer or possible offer for the LSE and/or take any other action which would otherwise be restricted under Rule 2.8 of the City Code within the next six months in the event that:
(i) an agreement or recommendation from the Board of the LSE is forthcoming;(ii) there is an announcement by a third party of an offer for or a merger with the LSE;
(iii) the LSE undertakes or announces an intention to undertake any acquisition or disposal of a material amount (where 'material amount' is as defined in Note 2 on Rule 21.1 of the City Code), or any material recapitalisation other than the previously announced proposed return of capital to shareholders of up to £510 million (where 'material' is defined as 10% or more of the LSE's equity market capitalisation as at the close of business on the date of this announcement);
(iv) the LSE announces a whitewash proposal as described for Rule 9 purposes or a reverse takeover; or
(v) there is a material change in circumstances.
References to the LSE in the above statement in relation to Rule 2.8 of the City Code shall be deemed to include a reference to any parent company of, or successor company to, the LSE.
