Quarterly Report • Jul 30, 2015
Quarterly Report
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as at 30 June 2015
| I. | Semi-Annual Report as at 30 June 2015 | 3 |
|---|---|---|
| II. | Condensed Interim Consolidated Financial Statements as at 30 June 2015 | 4 |
| III. | Management Statement | 16 |
| IV. | Appendix: Review report of the independent auditors | 17 |
For an overview of the main events that occurred during the first half of 2015 and their impact on the Unaudited Condensed Interim Consolidated Financial Statements as at 30 June 2015, please refer to the note 3 to the Condensed Interim Consolidated Financial Statements attached hereto and to the press release to be issued and available on 30 July 2015 on Euronext website www.euronext.com
Please refer to the note 13 to the Condensed Interim Consolidated Financial Statements attached hereto.
In the registration document regarding Euronext N.V. dated 19 March 2015, we have extensively described certain risks and risk factors which could have a material adverse effect on the Company's financial position and results. Those risk categories and risk factors are deemed incorporated and repeated in this report by reference.
For the second semester 2015, we currently believe none of these risk categories and risk factors should be particularly emphasized.
Additional risks not known to us, or currently believed not to be material, could later turn out to have a material impact on our business or financial position.
| Condensed Interim Consolidated Income Statement | ||||
|---|---|---|---|---|
| Condensed Interim Consolidated Statement of Comprehensive Income | ||||
| Condensed Interim Consolidated Balance Sheet | 7 | |||
| Condensed Interim Consolidated Statement of Cash Flows | 8 | |||
| Condensed Interim Consolidated Statement of Changes in Parent's Net Investment and Shareholders' Equity |
9 | |||
| Notes to the Condensed Interim Consolidated Financial Statements | 10 | |||
| 1. | General information | 10 | ||
| 2. | Basis of Preparation | 10 | ||
| 3. | Significant events and transactions | 10 | ||
| 4. | Significant accounting policies and judgments | 11 | ||
| 5. | Revenue and other income Third party revenue and other income ICE Transitional revenue and other income |
11 11 11 |
||
| 6. | Salaries and employee benefits | 12 | ||
| 7. | Depreciation and amortization | 12 | ||
| 8. | Other operational expenses | 12 | ||
| 9. | Exceptional items | 12 | ||
| 10. | Net financing income/(expense) | 12 | ||
| 11. | Result from equity investments | 12 | ||
| 12. | Income tax expense | 13 | ||
| 13. | Related parties | 13 | ||
| 14. | Geographical information | 14 | ||
| 15. | Shareholders' equity | 14 | ||
| 16. | Earnings per Share | 14 | ||
| 17. | Fair value of financial instruments | 15 | ||
| 18. | Contingencies | 15 | ||
| 19. | Events after the reporting period | 15 |
| Six months ended | Six months ended | ||
|---|---|---|---|
| 30 June 2015 | 30 June 2014 | ||
| unaudited | unaudited | ||
| Note | In thousands of euros (except per share data) | ||
| Third party revenue and other income | 5 | 260,166 | 222,537 |
| ICE transitional revenue and other income | 5 | - | 16,503 |
| Total revenue and other income | 260,166 | 239,040 | |
| Salaries and employee benefits | 6 | (59,021) | (63,832) |
| Depreciation and amortisation | 7 | (9,053) | (8,808) |
| Other operational expenses | 8 | (63,222) | (64,968) |
| Operating profit before exceptional items | 128,870 | 101,432 | |
| Exceptional items | 9 | (18,245) | (19,887) |
| Operating profit | 110,625 | 81,545 | |
| Net financing income/(expense) | 10 | (3,330) | (4,449) |
| Results from equity investments | 11 | 3,310 | 2,850 |
| Profit before income tax | 110,605 | 79,946 | |
| Income tax expense | 12 | (33,877) | (43,704) |
| Profit for the period | 76,728 | 36,242 | |
| Profit attributable to: | |||
| – Owners of the parent | 76,728 | 36,242 | |
| – Non-controlling interests | - | - | |
| Basic earnings per share | 16 | 1.10 | 0.52 |
| Diluted earnings per share | 16 | 1.09 | 0.52 |
| Six months ended | Six months ended | ||
|---|---|---|---|
| 30 June 2015 | 30 June 2014 | ||
| unaudited | unaudited | ||
| In thousands of euros | In thousands of euros | ||
| Profit for the period | 76,728 | 36,242 | |
| Other comprehensive income for the period | |||
| Items that will be subsequently reclassified to profit or loss: | |||
| – Currency translation differences | 4,686 | 5,269 | |
| Items that will not be reclassified to profit or loss: | |||
| – Remeasurements of post-employment benefit obligations | 4,103 | (3,163) | |
| – Income tax impact post employment benefit obligations | (281) | 982 | |
| Total comprehensive income for the period | 85,236 | 39,330 | |
| Profit attributable to: | |||
| – Owners of the parent | 85,236 | 39,330 | |
| – Non-controlling interests | - | - |
| As at 30 June 2015 | As at 31 December 2014 | ||
|---|---|---|---|
| Note | unaudited In thousands of euros |
audited In thousands of euros |
|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 29,352 | 25,948 | |
| Goodwill and other intangible assets | 321,031 | 321,266 | |
| Deferred income tax assets | 14,547 | 9,712 | |
| Equity investments | 17 | 113,596 | 113,596 |
| Other receivables | 4,515 | 1,702 | |
| Total non-current assets | 483,041 | 472,224 | |
| Current assets | |||
| Trade and other receivables | 108,315 | 105,825 | |
| Income tax receivable | 7,943 | 22,375 | |
| Financial investments | - | 15,000 | |
| Cash and cash equivalents | 128,378 | 241,639 | |
| Total current assets | 244,636 | 384,839 | |
| Total assets | 727,677 | 857,063 | |
| Equity/Parent's net investment and liabilities | |||
| Equity/Parent's net investment | |||
| Issued capital | 15 | 112,000 | 112,000 |
| Share premium | 116,560 | 116,560 | |
| Reserve own shares | (1,221) | (541) | |
| Retained earnings | 134,842 | 114,163 | |
| Other comprehensive income (loss) | 8,076 | (432) | |
| Total equity/parent's net investment | 370,257 | 341,750 | |
| Non-current liabilities | |||
| Borrowings | 3 | 107,727 | 248,369 |
| Deferred income tax liabilities | 433 | 483 | |
| Post-employment benefits | 9,591 | 14,997 | |
| Provisions | 6,904 | 32,418 | |
| Other liabilities | 1,400 | 1,400 | |
| Total non-current liabilities | 126,055 | 297,667 |
| Current liabilities | ||
|---|---|---|
| Borrowings | 126 | 129 |
| Current income tax liabilities | 83,612 | 78,043 |
| Trade and other payables | 119,332 | 126,427 |
| Provisions | 28,295 | 13,047 |
| Total current liabilities | 231,365 | 217,646 |
| Total equity/parent's net investment and liabilities | 727,677 | 857,063 |
| Six months ended 30 June 2015 unaudited |
Six months ended 30 June 2014 unaudited |
||
|---|---|---|---|
| Note | In thousands of euros | In thousands of euros | |
| Profit before income tax | 110,605 | 79,946 | |
| Adjustments for: | |||
| - Depreciation and amortisation | 7 | 9,053 | 8,808 |
| - Share based payments (a) | 6 | 2,990 | 3,326 |
| - Changes in working capital and provisions | (25,282) | (6,742) | |
| Cash flow from operating activities | 97,366 | 85,338 | |
| Income tax paid | (18,958) | (5,025) | |
| Net cash generated by operating activities | 78,408 | 80,313 | |
| Cash flow from investing activities | |||
| Net purchase of short-term investments | - | (8,073) | |
| Net repayment of short-term investments | 15,000 | - | |
| Purchase of property, plant and equipment | (7,551) | (3,941) | |
| Purchase of intangible assets | (3,924) | (4,132) | |
| Proceeds from sale of property, plant and equipment and intangible assets | - | 708 | |
| Net cash provided by/(used in) investing activities | 3,525 | (15,438) | |
| Cash flow from financing activities | |||
| Proceeds from borrowings, net of transaction fees | - | 248,185 | |
| Repayment of borrowings, net of transaction fees | (141,043) | - | |
| Net interest paid | (1,037) | (114) | |
| Dividend paid to owners of the company | (58,784) | - | |
| Share Capital repayment | - | (161,500) | |
| Acquisition own shares | (680) | - | |
| Transfers (to)/from Parent, net (b) | - | 91,948 | |
| Net change in short-term loans due to/from Parent | - | (137,948) | |
| Net cash provided by/(used in) financing activities | (201,544) | 40,571 | |
| Net increase/(decrease) in cash and cash equivalents | (119,611) | 105,446 | |
| Cash and cash equivalents - Beginning of period | 241,639 | 80,827 | |
| Non-cash exchange gains/(losses) on cash and cash equivalents | 6,350 | 260 | |
| Cash and cash equivalents - End of period | 128,378 | 186,533 |
The notes on pages 10 to 15 are an integral part of these Condensed Interim Consolidated Financial Statements.
(a) The 2014 comparative figure of €3.3 million does not reconcile with Note 6 Share-based payment expenses due to fact that the main part was recognized as exceptional items, which included €2.4 million for vesting acceleration and €0.5 million for discount on Employee shares plan.
(b) Total contributions to- and from Parent of €147.4 million as included in the Statement of Changes in Net Parent Investment and Shareholder's Equity, includes several elements that have been settled through equity and as a consequence are not reflected in the cash flows from Financing activities. These elements include settlement of a Related Party loan, the contribution of Euroclear shares and the recognition of Onereous contract provision for the Cannon Bridge House lease contract as explained in Note 3.
Other Comprehensive Income
| In thousands of euros | Issued capital | Share premium | Reserve own shares |
Retained Earnings | Parent's net investment |
Retirement benefit obligation related items |
Currency translation reserve |
Change in value of available-for-sale financial assets |
Total other comprehensive income |
Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2013 | - | - | - | - | 234,790 | (3,144) | 1,601 | 434 | (1,109) | 233,681 | audited | |
| Profit for the period | - | - | - | 28,611 | 7,631 | - | - | - | - | 36,242 | ||
| Other comprehensive income for the period | - | - | - | - | - | (2,181) | 5,269 | - | 3,088 | 3,088 | ||
| Total comprehensive income for the period | - | - | - | 28,611 | 7,631 | (5,325) | 6,870 | - | 3,088 | 39,330 | ||
| Share based payments | - | - | - | 3,068 | 258 | - | - | - | - | 3,326 | ||
| Contributions from Parent | - | 38,623 | - | - | 108,763 | - | - | - | - | 147,386 | ||
| Share Capital repayments | - | (161,500) | - | - | - | - | - | - | - | (161,500) | ||
| Issuance of common stock and formation of Group | 112,000 | 239,442 | - | - | (351,442) | - | - | - | - | - | ||
| Balance as at 30 June 2014 | 112,000 | 116,565 | - | 31,679 | - | (5,325) | 6,870 | 434 | 1,979 | 262,223 | unaudited | |
| Balance as at 31 December 2014 | 112,000 | 116,560 | (541) | 114,163 | - | (11,959) | 8,117 | 3,410 | (432) | 341,750 | audited | |
| Profit for the period | - | - | - | 76,728 | - | - | - | - | - | 76,728 | ||
| Other comprehensive income for the period | - | - | - | - | - | 3,822 | 4,686 | - | 8,508 | 8,508 | ||
| Total comprehensive income for the period | - | - | - | 76,728 | - | 3,822 | 4,686 | - | 8,508 | 85,236 | ||
| Share based payments | - | - | - | 2,990 | - | - | - | - | - | 2,990 | ||
| Dividend paid to owners of the company | - | - | - | (58,784) | - | - | - | - | - | (58,784) | ||
| Acquisition of own shares | - | - | (680) | - | - | - | - | - | - | (680) | ||
| Other movements | - | - | - | (255) | - | - | - | - | - | (255) | ||
| Balance as at 30 June 2015 | 112,000 | 116,560 | (1,221) | 134,842 | - | (8,137) | 12,803 | 3,410 | 8,076 | 370,257 | unaudited | |
Euronext N.V. ("the Group" or "the Company") operates securities and derivatives exchanges in Continental Europe. It offers a full range of exchange services including security listings, cash and derivatives trading and market data dissemination. It combines the Paris, Amsterdam, Brussels and Lisbon exchanges in a highly integrated, cross-border organization. The Group has also a securities exchange in London.
The company is a public limited liability company incorporated and domiciled at Beursplein 5, 1012 JW Amsterdam in the Netherlands and is listed at all Euronext local markets i.e. Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon.
These Condensed Interim Consolidated Financial Statements were authorized for issuance by Euronext N.V.'s supervisory Board on 29 July 2015.
The Group has prepared these Condensed Interim Consolidated Financial Statements in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. These Condensed Interim Consolidated Financial Statements should be read in conjunction with the Group's Consolidated Financial Statements as of and for the fiscal year ended 31 December 2014, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
No significant changes were made to the basis of preparation for the six months period ended 30 June 2015, compared to the basis used for the fiscal year ended 31 December 2014 and the six-months period ended 30 June 2014.
The following significant events and transactions have occurred during the six-months period:
On 6 May 2014, the Group entered into a syndicated bank loan facilities agreement ("the Bank Facilities"), with BNP Paribas and ING Bank N.V. as Lead Arrangers, providing for a (i) a €250 million term loan facility and (ii) a €250 million revolving loan facility, both maturing or expiring in three years. On 20 February 2015, Euronext NV entered into the amended and extended facility agreement. Based on this agreement, effectively on 23 March 2015 (i) the undrawn revolving credit facility has been increased with €140 million to €390 million
and (ii) €140 million has been repaid as an early redemption of the €250 million term loan facility. The additional transaction costs of €1 million have been capitalized and will be amortized over the facility expected life, three years to 23 March 2018, resulting in (i) a €390 million undrawn revolving credit facility and (ii) a net non-current borrowing of €108 million as of 30 June 2015. The Bank Facilities include certain covenants and restrictions, applicable to disposal of assets beyond certain thresholds, grant of security interests, incurrence of financial indebtedness, investments, and other transactions. The Bank Facilities also require compliance with a total debt to EBITDA ratio of 2,5 to which the Group complies.
Historically Liffe was the tenant of the operating lease for the Cannon Bridge House ("CBH") facility, based in London, primarily used by Liffe. On 19 May 2014, in connection with the "Separation" (the Euronext Continental Europe operations spin-off from ICE), the CBH operating lease was reassigned from Liffe to the Group who, as new tenant, became obliged to make rental payments until the expiration of the noncancellable term of the lease in 2017. The onerous lease liability as at 31 December 2014 was €32.8 million. The Group entered into an agreement to surrender the lease on 15 April 2015 for €17.9 million (£13 million). This resulted in the release of the onerous lease liability and a gain in exceptional expense of €14.9 million.
On 20 March 2015 Euronext made an unconditional grant of 63.609 RSU's as part of its Short Term Incentive plan, with a graded delivery in 3 years. Due to this unconditional grant the plan has vested immediately and the related total IFRS 2 expenses of €2.4 million have been fully recognised in March 2015.
In April 2015, as part of the Group restructuring and transformation initiative, the two French entities, Euronext Paris SA and Euronext Technologies SAS initiated and presented to the Unions restructuring plans. These two separate social plans are framed by the relevant legal and administrative process in France. In that context, two information – consultation procedures were launched with the Work Councils and Committees for Health, Safety and Working Conditions for each entity. In accordance with labour law in France, these restructuring plans are subject to approval of DIRECCTE, the labour administrative entity in charge of these procedures in France. A total provision of €22.1 million for these plans is recognised as at 30 June 2015.
The principal accounting policies and critical accounting estimates and judgments applied in the preparation of these Condensed Interim Consolidated Financial Statements are the same as those described in the Consolidated Financial Statements as of and for the year ended 31 December 2014, except for taxes on income in the interim periods which are accrued using the tax rate that would be applicable to expected total annual earnings in each tax jurisdiction.
Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Management Board. The organisation of the Group reflects the high level of mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Management Board are prepared on a measurement basis consistent with the reported Condensed Interim Consolidated Income Statement.
The following standards and interpretations have been adopted by the Group as of 1 January 2015. The adoption of these standards and interpretations did not have a material impact on the Condensed Interim Consolidated Financial Statements.
IFRIC 21, 'Levies', sets out the accounting for an obligation to pay a levy if that liability is within the scope of IAS 37 'Provisions'. The interpretation addresses what the obligation event is that gives rise to pay a levy and when a liability should be recognised.
| In thousands of euros | Six months ended Six months ended | |
|---|---|---|
| 30 June 2015 | 30 June 2014 | |
| Listing | 34,621 | 32,537 |
| Trading revenue | 123,390 | 106,200 |
| of which | ||
| Cash trading | 101,134 | 83,136 |
| Derivatives trading | 22,256 | 23,064 |
| Market data & indices | 49,035 | 45,436 |
| Post-trade | 35,130 | 21,669 |
| of which | ||
| Clearing | 25,028 | 10,587 |
| Custody and Settlement | 10,102 | 11,082 |
| Market solutions & other revenue | 17,282 | 16,695 |
| Other income | 708 | - |
| Total third party revenue | ||
| and other income | 260,166 | 222,537 |
The Group's revenue is not subject to significant seasonality patterns, except that there are generally lower trading volumes and listing admissions in August, however trading volumes are subject to potential volatility. The Derivatives Clearing agreement started effectively 1 April 2014. Therefore the comparative figures of the six-months 2014 include only the revenues of Q2 2014 for Clearing.
| In thousands of euros | Six months ended Six months ended 30 June 2015 |
30 June 2014 |
|---|---|---|
| IT operations and maintenance | ||
| services - Liffe | - | 12,792 |
| CBH Sublease rent - Liffe | - | 1,765 |
| Other ancillary services | - | 1,946 |
| Total ICE transitional revenue | ||
| and other income | - | 16,503 |
As the transitional services rendered to ICE terminated at the end of 2014, no "ICE transitional Revenue and other income" were recorded over the six months ended 30 June 2015.
| In thousands of euros | 30 June 2015 | Six months ended Six months ended 30 June 2014 |
|
|---|---|---|---|
| Salaries and other short term benefits | (39,726) | (45,471) | |
| Social security contributions | (13,570) | (15,110) | |
| Share-based payment costs | (2,990) | (523) | |
| Pension cost - defined benefit plans | (721) | (720) | |
| Pension cost - defined contribution plans | (2,014) | (2,008) | |
| Total | (59,021) | (63,832) |
The increase in share-based payment costs is related to the unconditional grant of 63.609 RSU's (see Note 3).
In the semi-annual report 2014 Social security contributions (€15,110) and Pension cost – defined contributions plans (€2,008) were reported combined under Social security contribution (€17,118).
| In thousands of euros | 30 June 2015 | Six months ended Six months ended 30 June 2014 |
|---|---|---|
| Depreciation of tangible fixed assets | (4,778) | (3,648) |
| Amortisation of intangible fixed assets | (4,275) | (5,160) |
| Total | (9,053) | (8,808) |
| In thousands of euros | 30 June 2015 | Six months ended Six months ended 30 June 2014 |
|---|---|---|
| Systems and communications | (9,248) | (10,238) |
| Professional services | (20,893) | (25,575) |
| Clearing expenses | (13,713) | (6,387) |
| Accommodation | (7,698) | (11,205) |
| Other expenses (a) | (11,670) | (11,563) |
| Total | (63,222) | (64,968) |
(a) Other expenses include marketing, taxes, insurance, travel, professional membership fees, corporate management recharges from the Parent (see Note 13, only impacting 2014 comparative figures), and other expenses.
The Derivatives Clearing agreement started effectively 1 April 2014. Therefore the comparative figures of the sixmonths 2014 include only the expenses of Q2 2014 for Clearing.
| In thousands of euros | 30 June 2015 | Six months ended Six months ended 30 June 2014 |
|---|---|---|
| Initial public offering costs | - | (1,729) |
| Restructuring costs | (16,423) | (18,158) |
| Other | (1,822) | - |
| Total | (18,245) | (19,887) |
The restructuring costs qualified as exceptional over the six months ended 30 June 2015 include €31.3 million of expenses mainly related to employee termination benefits in the various Euronext locations, costs related to the French restructuring plans (see Note 3) and expenses related to the relocation of the Paris head office. These expenses are offset by a €14.9 million benefit related to the release of the onerous contract provision for Cannon Bridge House (see Note 3).
The other exceptional expenses of €1.8 million consist of cost related to Sungard and a contribution to the Dutch pension fund.
In 2014, the exceptional items consist of €1.7 million expense for costs directly related to the IPO project and €18.2 million of restructuring costs incurred in connection with the Separation, including expenses for employee benefits related to the restructuring of the London IT operations and costs for termination benefits, vesting acceleration of share-based awards, related taxes and discount granted to the employees in the employee offering.
| In thousands of euros | 30 June 2015 | Six months ended Six months ended 30 June 2014 |
|---|---|---|
| Interest income | 164 | 238 |
| Interest expense | (1,515) | (529) |
| Gain/(loss) on disposal | ||
| of treasury investments | 113 | 39 |
| Net foreign exchange (loss)/gain | (2,092) | (4,197) |
| Net financing income/(expense) | (3,330) | (4,449) |
The following table provides the results of long-term equity investments classified as AFS financial assets.
| In thousands of euros | Six months ended Six months ended 30 June 2015 |
30 June 2014 |
|---|---|---|
| Dividend income | 3,310 | 2,850 |
| Results from equity investments | 3,310 | 2,850 |
Income tax expense for the interim period is recognised by reference to management's estimate of the weighted average income tax rate expected for the full fiscal year, with the exception of discrete "one-off" items which are recorded in full in the interim period. The decrease in effective tax rate from 55% for the six months ended 30 June 2014 to 31% for the six months ended 30 June 2015 is primarily attributable to the discrete items discussed below.
In connection with the Demerger, certain sublicense agreements within IP entities of the Group have been terminated in April 2014. As a consequence of such legal reorganisation, the deferred tax assets held by certain IP entities do no longer meet the recoverability criteria as of 31 March 2014. These deferred tax assets were primarily arising from deductible temporary differences on intangible assets and tax losses carry-forwards. The de-recognition of the related deferred tax assets, which amounted to €15.7 million, was treated as a discrete item in Q1 2014 and thus also impacting the Q2 2014 rate.
From the IPO on 20 June 2014, the transactions with ICE do not qualify as "related party transactions" under IAS24, consequently only the comparative period ended 30 June 2014 reflect transactions with ICE.
| In thousands of euros | Six months ended 30 June 2015 |
Six months ended 30 June 2014 |
||
|---|---|---|---|---|
| IT revenue sharing - SFTI, Co-location | - | 1,262 a | ||
| Total Market solutions & Other | - | 1,262 | ||
| IT operations and maintenance services - Liffe | - | 12,067 b | ||
| CBH Sublease rent - Liffe | - | 1,377 c | ||
| Other ancillary services | - | 1,835 d | ||
| Total ICE transitional revenue and other income (*) | - | 15,279 | ||
| Total related party revenue | - | 16,541 | ||
| Data center | - | (5,622) e | ||
| Corporate, operations and other IT support | - | (6,425) | f | |
| Total related party operating expenses | - | (12,047) |
(*) The subtotal of ICE transitional revenues for the comparative period reflects the related party position up to the IPO date of 20 June 2014 and is therefore not reconciling to the ICE transitional revenue position in Note 5.
Details of revenue and operating expenses from the Parent for the comparative period were as follows:
| In thousands of euros | Six months ended Six months ended | |
|---|---|---|
| 30 June 2015 | 30 June 2014 |
| Related party interest income | - | 119 |
|---|---|---|
| Related party interest expense | - | (235) |
| Net interest (expense)/income from Parent | - | (116) |
| In thousands of euros | France | Netherlands | UK | Belgium | Portugal | Total |
|---|---|---|---|---|---|---|
| Six months ended 30 June 2015 | ||||||
| Third party revenue (a) | 156,824 | 68,972 | 1,196 | 14,868 | 18,306 | 260,166 |
| ICE Transitional revenue and other income (b) | - | - | - | - | - | - |
| Six months ended 30 June 2014 | ||||||
| Third party revenue (a) | 128,745 | 60,692 | 660 | 12,700 | 19,740 | 222,537 |
| ICE Transitional revenue and other income (b) | 13,150 | 987 | 2,366 | - | - | 16,503 |
(a) Trading, listing and market data revenue is attributed to the country where the exchange is domiciled. Other revenue is attributed to the billing entity.
(b) Related party revenue is billed by a French entity, however the majority of the related operations are based in the UK.
As the transitional services rendered to ICE terminated at the end of 2014, no "ICE transitional Revenue and other income" were recorded over the six months ended 30 June 2015.
The separate legal entities that comprise the Group were not held by a single legal entity prior to the Demerger and, consequently, Parent's net investment was shown in lieu of Shareholders' equity in these financial statements. Parent's net investment represents the cumulative net investment by the Parent in the combined entities forming the Group through the date of the Demerger.
The Company issued 70,000,000 Ordinary Shares in connection with the Demerger. Upon the completion of the Demerger, the Parent's net investment was converted into Shareholders' equity. The Parent's net investment was converted as follows:
As of 30 June 2015, the Company has 125,000,000 authorised ordinary shares and 70,000,000 issued and outstanding ordinary shares each with a nominal value of €1,60 per share. The fully paid ordinary shares carry one vote per share and rights to dividends, if declared. The Group's ability to declare dividends is limited to distributable reserves as defined by Dutch law. The Company also has one priority share authorized (with a nominal value of €1,60) and no priority share outstanding.
On 6 May 2015, the Annual General Meeting of shareholders voted for the adoption of the proposed €0.84 dividend per ordinary share. On 13 May 2015, a dividend of €58.8 million has been paid to the shareholders of Euronext N.V.
Earnings per share are computed by dividing profit attributable to the shareholders of the Company by the weighted average number of shares outstanding for the period. The earnings per share for the periods prior to the Demerger were computed as if the shares issued at Demerger were outstanding for all periods before the IPO. The number of shares used for the six months ended 30 June 2015 was 69,966,670 and 30 June 2014 were 70,000,000, which is the number of shares issued in connection with the Demerger.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the share plans the dilution was determined by the number of shares that could have been acquired at fair value (determined as the average quarterly market price of Euronext's shares) based on the fair value (measured in accordance with IFRS 2) of any services to be supplied to Euronext in the future under the share plan. The number of shares used for the diluted earnings per share for the six months ended 30 June 2015 were 70,264,538.
The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows:
| In thousands of euros | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| As at 30 June 2015 Equity investments |
- | - | 113,596 |
| As at 31 December 2014 | |||
| Equity investments | - | - | 113,596 |
As of 30 June 2015, there has been no material change in the valuation techniques used for the determination of the fair value of investments in unlisted equity securities, as compared to last year-end.
The fair values of trade and other receivables and payables approximate their carrying amounts. The fair values of borrowings approximate their carrying amounts.
The Group is involved in a number of legal proceedings that have arisen in the ordinary course of Euronext's business. Other than as discussed below, there are no changes compared to what has been reported in Note 31 "Contingencies" of the Group's Consolidated Financial Statements 2014.
Fifty four individual proprietary traders licensed to operate on the futures market of Euronext Paris (MATIF) commenced legal proceedings against Euronext before the Paris Commercial Court in November 2005. The plaintiffs allege that Euronext committed several breaches to their contract and claim that they have suffered an alleged prejudice amounting to a total amount of € 90.5 million.
The Paris Commercial Court dismissed the claim in January 2008 and no damages were awarded to the plaintiffs. The individual proprietary traders appealed the decision before the Paris Court of Appeals. On 14 January 2011, the Paris Court of Appeals rendered an interlocutory decision ("décision avant dire droit") to order the appointment of two experts.
The experts issued a technical report in March 2014 to the Paris Court of Appeals on the facts alleged by the claimants and to estimate the potential damages incurred by them in the event that the Paris Court of Appeals finds that Euronext is liable.
On 8 June 2015, the Court of Appeal has confirmed the decision of the Commercial Court and rejected the claims made by the NCPs.
No event occurred between 30 June 2015 and the date of this report that could have a material impact on the economic decisions made based on these financial statements.
Amsterdam, July 30, 2015
Interim Chief Executive Officer and Chief Operating Officer
Chief Financial Officer
The Company Management hereby declares that to the best of its knowledge:
Amsterdam, 30 July 2015
Jos Dijsselhof Amaury Dauge Interim Chief Executive Officer Chief Financial Officer and Chief Operating Officer
To the managing board of Euronext N.V.
We have reviewed the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2015 of Euronext N.V., Amsterdam, which comprises the condensed consolidated balance sheet as at 30 June 2015, the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and the selected explanatory notes for the six-month period then ended. The managing board is responsible for the preparation and presentation of this (condensed) interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor of the company. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 June 2015 is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union.
Amsterdam, 30 July 2015 PricewaterhouseCoopers Accountants N.V.
Original has been signed by H.C. Wüst RA
PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357, 1006 BJ Amsterdam, The Netherlands T: +31 (0) 88 792 00 20, F: +31 (0) 88 792 96 40, www.pwc.nl
'PwC' is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions ('algemene voorwaarden'), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase ('algemene inkoopvoorwaarden'). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.
This publication is for information purposes only and is not a recommendation to engage in investment activities. This publication is provided "as is" without representation or warranty of any kind. Whilst all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication shall form the basis of any contract. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext's subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext. No part of it may be redistributed or reproduced in any form without the prior written permission of Euronext. All data as of 30 July 2015 Euronext disclaims any duty to update this information. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is located at https://www.euronext.com/terms-use.
© 2015, Euronext N.V. – All rights reserved.
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