LCH.Clearnet Group: Proposed Sale Of LCH SA To Euronext N.V.

LCH Group Limited ("LCH Group") notes the announcement issued earlier today by London Stock Exchange Group plc ("LSEG"), and confirms that LCH Group and LSEG have received an irrevocable all-cash offer from Euronext N.V. (“Euronext”) to purchase LCH SA, LCH Group’s French-regulated operating subsidiary (the “Transaction”). LCH SA has commenced a period of consultation with its works council during which LSEG and LCH Group have granted exclusivity to Euronext.

LCH Group and LSEG confirm that the terms and conditions, including the financial terms on which any Transaction would take place if the irrevocable offer were accepted, have been agreed with Euronext offering an all-cash consideration of €510 million to be adjusted for surplus regulatory capital movement between 30 June 2016 and completion of the Transaction.

The proposed sale of LCH SA would be subject to review and approval by the European Commission in connection with the recommended merger of LSEG and Deutsche Börse AG which was announced on 16 March 2016 (the "Merger"). It would also be conditional on the successful closing of the Merger.

In addition, the Transaction would be conditional upon the receipt of various regulatory and other consents and approvals, the completion of LCH SA’s works council consultation process and Euronext shareholder majority approval at an Extraordinary General Meeting to be held in the first quarter of 2017. Euronext has received support to vote in favour of the Transaction from reference shareholders (“Reference Shareholders”) who in their entirety comprise 33.36% of the share capital of Euronext. Under the terms of the Reference Shareholder agreement, all Reference Shareholders are obliged to vote in accordance with the recommendation of a two-third majority of Reference Shareholders1.

For the fiscal year ending 31 December 2015, LCH SA generated net profit of €36 million and held gross assets of €260 billion and net assets of €303 million. For the six month period ending 30 June 2016, LCH SA generated €69 million of gross income, and held net assets of €301 million2.

1. https://www.euronext.com/sites/www.euronext.com/files/euronext-nv_2015_registration_document.pdf
2. All numbers are based on unaudited IFRS figures, adjusted for intercompany charges including those charged for IT and management services provided by other LSEG entities