Euronext launches an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares (“OCEANEs”) for a nominal amount of €425 million

Core Viewpoint - Euronext has launched an offering of €425 million in senior unsecured bonds due 2032, which are convertible into new shares and/or exchangeable for existing shares, aimed at qualified investors only [1][11]. Group 1: Offering Details - The nominal amount of the bond offering is €425 million, and the bonds will be issued with a denomination of €100,000 each [1][3]. - The bonds are expected to pay a fixed coupon rate between 1.5% and 2.0% per annum, payable semi-annually [3]. - The initial conversion price will be set between 30% and 35% above the reference share price on Euronext Paris [4]. Group 2: Use of Proceeds - The net proceeds from the bond offering will be used to repay a portion of a bridge loan facility used for the acquisition of Admincontrol and for general corporate purposes [2]. Group 3: Redemption and Conversion Rights - The bonds will be redeemed at par on 30 May 2032 unless previously converted, exchanged, redeemed, or purchased and cancelled [5]. - Bondholders will have the right to convert or exchange the bonds into new and/or existing shares from the 41st day after the issue date until 7 business days before the maturity date [7]. - The conversion ratio will be based on the principal amount divided by the initial conversion price, with standard adjustments for anti-dilution and dividend protections [8]. Group 4: Market and Shareholder Information - The bonds will be placed with qualified investors only, excluding public offers in certain jurisdictions [11][17]. - Existing shareholders will not have preferential subscription rights in connection with the bond issuance [12]. - The company is not aware of any intentions from its main shareholders to participate in the offering [13]. Group 5: Lock-up and Dilution - The company will agree to a lock-up undertaking regarding its shares for a period starting from the announcement of the final terms of the bonds and ending 90 days after the issue date [14]. - The potential dilution from the bond conversion, assuming a nominal amount of €425 million and a reference share price of €145.0, would represent approximately 2.1% of the company's outstanding share capital [15].