ICE, through a wholly-owned subsidiary, sold 42,248,881 ordinary shares of Euronext in the IPO at €20 per share, 23,352,000 ordinary shares of Euronext to a group of European institutional investors that will replace ICE as reference shareholders at €19.20 per share and 188,296 ordinary shares of Euronext to eligible Euronext employees at €16 per share. ICE has granted the underwriters an over-allotment option of up to 4,210,823 ordinary shares of Euronext, which can be exercised for 30 days after the first trade date. Therefore, ICE may continue to hold up to 4,210,823 of the 70,000,000 total issued and outstanding ordinary shares of Euronext if the over-allotment option is not exercised in full. Any shares that are continued to be held by ICE will be subject to a 180-day lockup period. If the over-allotment is exercised in full, the IPO and reference shareholder transaction will represent 100% of the total issued ordinary share capital of Euronext.
Upon the settlement of the IPO transaction, ICE will receive approximately €1.4 billion in cash proceeds, including net cash from Euronext as part of the separation of the business, and excluding the over-allotment option of 4.2 million shares, and net of the share price discounts offered to employees and the reference shareholder group, as well as ICE’s estimated transaction fees.
For the second quarter of 2014, ICE expects to include Euronext results in discontinued operations and expects to report operating earnings per share (EPS) excluding discontinued operations. ICE also expects to provide GAAP EPS including discontinued operations.
About Intercontinental Exchange
Trademarks of ICE and/or its affiliates include
This document is an announcement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC (and amendments thereto, including European Directive 2010/73/EU, to the extent implemented in the relevant Member State (the “Prospectus Directive”)), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. A prospectus prepared pursuant to the Prospectus Directive was approved by the AFM on
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The IPO and the distribution of this announcement and other information in connection with the IPO in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is directed only at (i) persons who are outside the
Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in
This announcement does not constitute a recommendation concerning the IPO or the ordinary shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the IPO for the person concerned.
This announcement may include forward-looking statements, which are based on the Company’s current expectations and projections about future events and speak only as of the date hereof. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no undue reliance should be placed on any forward-looking statements. The Company operates in a rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor to assess the impact that these factors will have on the Company. Important factors that could cause actual results to differ materially from those indicated by such forward looking statements include, without limitation, the following: (i) risks related to the establishment of the Company as an independent and publicly-traded company; (ii) the Company’s dependence on trading volumes; (iii) the impact of current and future legislation and regulatory changes; (iv) the Company’s competitive environment; (v) global economic conditions and economic conditions in
ICE Media Contacts
+44 20 7065 7745
+1 312 836 6728
ICE Investor Contact
+1 770 857 4726
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