BNP Paribas and Société Générale (the “Sellers”) announce today that they have launched the sale of their excess stakes in Euronext NV (“Euronext” or the “Company”) following the renewal for a further two years of the Reference Shareholders Agreement which is due to expire on 20 June 2017.
The Sellers are thus selling approximately 4.4 million Euronext shares in aggregate, representing approximately 6.3% of the Company's share capital, in a private placement to institutional investors to be executed by way of an accelerated book-building process.
Following this transaction, the BNP Paribas group and Société Générale will hold respectively 2.22% and 1.50% of Euronext’s share capital, in accordance with the terms of the new Reference Shareholders Agreement which was announced today, with a new two-year lock-up until 20 June 2019.
The bookbuilding will start immediately. The result of the private placement will be announced after the closing of the accelerated book-building process. The settlement and delivery of the shares is expected to take place on 16 June 2017.
This private placement is lead-managed by BNP Paribas and Société Générale acting as Joint Global Coordinators and Joint Bookrunners.
No communication and no information in respect of the placement may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The placement may be subject to specific legal or regulatory restrictions in certain jurisdictions. BNP Paribas and Société Générale take no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (together, the Prospectus Directive).
This announcement does not, and shall not, in any circumstances, constitute a public offering, nor an offer to sell or to subscribe for, nor a solicitation to offer to purchase or to subscribe for, securities in any jurisdiction. No action has been taken by BNP Paribas or Société Générale or any of their respective affiliates to permit a public offering of the securities described in this announcement or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
In France, the offer and sale of the securities described in this announcement will be exclusively carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and the related applicable regulations. The offer and sale of the securities described in this announcement do not constitute a public offering within the meaning of article L.411-1 of the French Financial and Monetary Code and will not require the preparation of a prospectus submitted to the visa of the Autorité des marchés financiers.
With respect to the member states of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of the shares of Euronext sold by BNP Paribas and Société Générale requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Euronext may only be offered or sold by BNP Paribas and Société Générale in any Relevant Member State pursuant to an exemption under the Prospectus Directive.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities described in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, within the United States, absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities described in this announcement in the United States or in any other jurisdiction.
This announcement does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order), (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this announcement may be lawfully communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
The Joint Global Coordinators and Joint Bookrunners are acting exclusively on behalf of the Sellers and no-one else in connection with the placement. They will not regard any other person as their respective client in relation to the offering and will not be responsible to anyone other than the Sellers for providing the same protections as to any of their clients or to provide advice in connection with the placement, the shares, the contents of this press release or any other matter described in this press release.
This announcement may not be published, forwarded, distributed or released, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful to do so.
BNP Paribas is a leading bank in Europe with an international reach. It has a presence in 74 countries, with more than 192,000 employees, including more than 146,000 in Europe. The Group has key positions in its three main activities: Domestic Markets and International Financial Services (whose retail-banking networks and financial services are covered by Retail Banking & Services) and Corporate & Institutional Banking, which serves two client franchises: corporate clients and institutional investors. The Group helps all its clients (individuals, community associations, entrepreneurs, SMEs, corporates and institutional clients) to realise their projects through solutions spanning financing, investment, savings and protection insurance. In Europe, the Group has four domestic markets (Belgium, France, Italy and Luxembourg) and BNP Paribas Personal Finance is the European leader in consumer lending.
BNP Paribas is rolling out its integrated retail-banking model in Mediterranean countries, in Turkey, in Eastern Europe and a large network in the western part of the United States. In its Corporate & Institutional Banking and International Financial Services activities, BNP Paribas also enjoys top positions in Europe, a strong presence in the Americas as well as a solid and fast-growing business in Asia-Pacific.
About Société Générale
Société Générale is one of the largest European financial services groups. Based on a diversified universal banking model, the Group combines financial solidity with a strategy of sustainable growth, and aims to be the reference for relationship banking, recognised on its markets, close to clients, chosen for the quality and commitment of its teams. Société Générale has been playing a vital role in the economy for 150 years. With more than 145,000 employees, based in 66 countries, we serve on a daily basis 31 million clients throughout the world. Société Générale’s teams offer advice and services to individual, corporate and institutional customers in three core businesses:
Retail banking in France with the Société Générale branch network, Crédit du Nord and Boursorama, offering a comprehensive range of multi-channel financial services at the leading edge of digital innovation;
International retail banking, insurance and financial services to corporates with a presence in developing economies and leading specialised businesses;
Corporate and investment banking, private banking, asset management and securities services, with recognised expertise, top international rankings and integrated solutions.