Substantial Increase In GL TRADE Free Float As Reuters To Divest Holding

GL TRADE (GLTD.FP), Reuters Group PLC (LSE: RTR) and Euronext N.V. (NXT.FP) today announced plans for Reuters to dispose of its entire holding in GL TRADE. Reuters holding of 3,535,000 shares represents 34.2% of GL TRADE’s current share capital. The divestment will be executed through three linked transactions and will result in a free float of up to 32.3% versus 10.1 % today¹.

Private Placement to institutional investors

Reuters will sell 1,674,109 shares of GL TRADE (representing 16.2% of GL TRADE’s current share capital) in a private placement to institutional investors outside the United States. A further 3.4% may be placed by the GL TRADE founders in the event of significant demand. GL TRADE and Euronext will provide their full support to the private placement.

UBS Investment Bank will be the sole bookrunner and lead manager of the offering and Oddo & Cie will be the co-lead manager. GL TRADE will not receive any of the proceeds from the offering.

Private sale to Euronext

Euronext will purchase 1,033,828 shares held by Reuters (representing 10% of the current share capital of GL TRADE) on the basis of €26 per share (cum dividend) in cash.

Share buy-back by GL TRADE

GL TRADE will buy 827,063 shares from Reuters (representing 8% of its current share capital) under its share buy-back program –(approved by the shareholders at the General Meeting held on 25 May 2004) on the basis of €26 per share (cum dividend) in cash. GL TRADE’s intention is to cancel these shares promptly after the completion of the transaction as approved by the shareholders at the General Meeting held on 25 May 2004.

The €0.7 per share dividend for the fiscal year 2003, approved by the shareholders at the General Meeting held on 25 May 2004, will be paid on 29 June 2004.

After completion of the private placement, the Euronext acquisition and the share buy-back by GL TRADE will close simultaneously. All transactions are subject to the publication of the information document regarding the share buy-back program, which will be submitted for approval to the Autorité des marchés financiers.

Following the reorganisation of GL TRADE’s shareholder base in connection with the transaction described above, Euronext and the founders of GL TRADE (Messrs. Gatignol, Laurent and Morin) plan to update the existing Financière Montmartre shareholders agreement.

Commenting on the announcement, David Grigson, Reuters Chief Financial Officer, said, “Reuters exit from GL TRADE is consistent with previously announced plans to rationalise the Group portfolio as part of its Fast Forward transformation plan. Reuters expects to make an excellent financial return on this investment and we intend to use any sale proceeds to pay down debt.” Reuters carrying value for the shares is approximately £ 12 million. The profit on disposal will not be subject to tax. Jean-François Théodore, Chairman of the managing board and CEO of Euronext, said: "Euronext has been GL TRADE's majority shareholder from the start, and the company is fully consolidated in Euronext's accounts. Our acquisition of an additional 10% equity interest will allow GL TRADE to pursue its growth strategy in a fast-growing sector where it is market leader. We have confidence in the company and its management's ability to develop new initiatives and continue growth."

¹ Public float figures include shares held by GL TRADE employees. On the basis of the current capital, the private placement will increase the free float by 16.2% of the capital of GL TRADE (or 19.6% if the founders are selling all of their 3.4% stake) and the cancellation of 8% of the current capital following the share buy-back implemented by GL TRADE will then result in a free float of 28.6% (or 32.3% if the founders are selling all of their 3.4% stake).