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Indicative and conditional public offer proposal from Euronext N.V.

22 feb 2023


Allfunds Group plc confirms that it has received an unsolicited, indicative and conditional public offer proposal from Euronext N.V. for the entire issued and outstanding share capital of Allfunds Group plc at an offer price of EUR 8.75 for each Allfunds Group plc ordinary share payable as follows: EUR 5.69 in cash plus 0.04059 new Euronext N.V. shares.

Under the proposal, the number of new Euronext N.V. shares for each Allfunds Group plc ordinary share would be set by reference to the 1‑week volume‑weighted average price of Euronext N.V. shares on the last trading day before the date of formal announcement of the offer in order for the price per Allfunds Group plc ordinary share to be EUR 8.75.

In addition, as part of the proposal, Euronext N.V. would also pay to Allfunds Group plc shareholders who tendered their shares in the offer a ticking fee per Allfunds Group plc share, corresponding to 5.5% per annum applied to the offer price from the date of the formal offer announcement to the earlier of: (i) the first settlement date of the offer (both inclusive); and (ii) 31 March 2024 (both inclusive). Under the proposal, the ticking fee would be payable in cash, Euronext N.V. shares or a mix of cash and Euronext N.V. shares at Euronext N.V.’s option.

Allfunds Group plc has been informed by Euronext N.V. that Euronext N.V. has been in discussions with Hellman & Friedman and BNP Paribas, together owning 46.4% of Allfunds Group plc’s share capital, to obtain their support for the offer. Allfunds Group plc has not been party to such discussions.

The Allfunds Group plc board is currently evaluating the offer proposal, which would be subject to a number of conditions. There can be no certainty that any transaction will be forthcoming nor as to the terms on which any such transaction may occur.

Further announcements will be made if and when appropriate.

This is a public announcement by Allfunds Group plc pursuant to section 17 paragraph 1 of the European Market Abuse Regulation (596/2014) and article 5, paragraph 1 of the Dutch Decree on Public Takeovers. This public announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.

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