Euronext, the leading pan-European exchange in the Eurozone, announced today that it was informed that the group of Reference Shareholders, holding 23.86% of its share capital, has decided to extend an amended version of their Reference Shareholders Agreement. This agreement dated 21 June 2017 was due to expire on 20 June 2019, and is now extended for a further period of two years commencing on 20 June 2019.
The new Reference Shareholders group will comprise five of the existing members and account for 23.27% of Euronext share capital. The new Reference Shareholders agreed a new two-years lock-up period commencing on 20 June 2019 and expiring on 19 June 2021. The Reference Shareholders will maintain their current level of representation on the Euronext Supervisory Board retaining their right to jointly nominate one third of the Supervisory Board seats.
The new group of Reference Shareholders is composed of:
|
Name of reference shareholder |
Number of shares |
Individual shareholding (% of capital) |
|
ABN AMRO Bank N.V. through its subsidiary ABN AMRO Participaties Fund I B.V. |
385,000 |
0.55% |
|
BNP Paribas Fortis |
1,554,000 |
2.22% |
|
Caisse des Dépôts et Consignations[1] |
5,600,000 |
8.00% |
|
Euroclear S.A./N.V. |
5,600,000 |
8.00% |
|
Société Fédérale de Participations et d’Investissement/ Federale Participatie – en Investeringsmaatschappij |
3,150,000 |
4.50% |
|
Total shareholding |
16,289,000 |
23.27% |
In addition to the renewed Reference Shareholders Agreement, the Letter Agreement dated 13 June 2017 has been amended. The revised Letter Agreement, dated 17 June 2019 aims at pursuing the regular dialogue between Euronext and its Reference Shareholders, addressing the following main topics:
- the right of the Euronext Reference Shareholders to retain one third of the Supervisory Board seats (3) (for more detail, see the Appendix)
- the use by the Euronext Boards of the delegated authorities for the issuance / repurchase of shares, with the possible exclusion or restriction of pre-emption rights (for more detail, see the Appendix)
- the process of communication between Euronext and its Reference Shareholders, which includes periodical meetings on topics including strategy, governance and financing structure
- the consultation of the Euronext Reference Shareholders in the selection procedures in case of any vacancies for the CEO, the COO or Supervisory Board positions.
[1] As announced by Caisse des Dépôts et Consignations on 14 June 2019, as allowed in the current 2017-2019 Reference Shareholders Agreement, Caisse des Dépôts et Consignations has acquired from both Société Générale and ABN AMRO Bank N.V. 700,000 Euronext shares accounting in aggregate for 2% of Euronext’s share capital.
