CDP Equity acquires 7.3% stake by subscribing reserved capital increase
CDP Equity takes stake in Euronext enabling acquisition of Borsa Italiana and creation of a leading player in the European capital markets. The transaction will make Borsa Italiana a more competitive capital market, benefiting enterprises, and SMEs and investors in particular.
CDP Group’s entry into the share capital of Euronext and the simultaneous acquisition of Borsa Italiana has been carried out, which will create a leading group in the continental European capital markets.
CDP Equity (CDPE) has acquired a 7.3% stake in Euronext by subscribing to a 491 million euro reserved capital increase, becoming a major shareholder with the same holding as its French counterpart Caisse des Dépôts et Consignations (CDC). Euronext manages 7 European stock markets (Amsterdam, Brussels, Dublin, Lisbon, Oslo, Paris and Milan) with 1,870 listed companies and a total capitalisation of 5,100 billion euro.
Intesa Sanpaolo has acquired a 1.3% stake in Euronext at the same time as CDPE through the same procedure.
The transaction is fully aligned with CDP's mission of supporting the country's strategic infrastructure with a long-term perspective. Borsa Italiana is, in fact, an essential financial infrastructure, representing the primary hub for Italian companies seeking to raise equity and bond capital.
The entry of CDPE as a shareholder was subject to Euronext’s acquisition of the entire stake held in Borsa Italiana by the London Stock Exchange Group and subsequent authorisations from the competent authorities.
Today Euronext, in order to raise financial resources for the acquisition of Borsa Italiana, has also announced a further capital increase available to all shareholders (including CDPE, Intesa Sanpaolo and CDC, which they have committed to subscribe to pro rata, maintaining their percentage shareholdings unchanged). The commitment for CDPE for the subscription of the capital increase amounts to a total of 134 million euro.
Through this transaction, Borsa Italiana will become part of the Euronext Group and will be its largest contributor in terms of revenues. As a new major country within Euronext’s federal model, Italy will play a leading role both at operational and governance level. In particular:
- some of the Group’s most important activities (fixed income trading and clearing), and the Group’s main physical infrastructure (data center), will be concentrated in Italy;
- Monte Titoli will join the third largest network of CSDs in Europe in terms of assets under custody;
- two Italians will join the Supervisory Board: the already designated Chairman, Piero Novelli, who is independent and will also sit on the Euronext committees; and a director representing CDP Equity, Alessandra Ferone (CDP’s current Chief Risk Officer), subject to approval by Euronext’s general shareholders’ meeting;
- the CEO of Borsa Italiana and the CEO of the subsidiary MTS, who are both Italian, will respectively join the Managing Board and the Extended Managing Board;
- the Group CFO will be based in Milan;
- Borsa Italiana, MTS, Cassa di Compensazione e Garanzia (CC&G) and Monte Titoli will remain Italian companies;
- major investments in technology are envisaged, also linked to the transfer of the Euronext Group’s main data center to Italy.
Consob will be invited to join the College of Regulators, the Euronext Group’s supervisory body, together with the other authorities of the markets in which Euronext operates.
Once the transaction is completed, the CDP Group, through CDP Equity, and Intesa Sanpaolo will join the group of Reference Shareholders, a body that brings together Euronext’s major shareholders bound by a shareholders’ agreement, who will be consulted on important decisions and will also have a significant say in the company’s shareholders’ meetings.
Pierpaolo Di Stefano, Chief Investment Officer and CEO of CDP Equity, commented: “We are particularly proud to contribute to Borsa Italiana’s entry into Euronext, where it will be its most significant component. In addition to generating synergies, this transaction will bring considerable benefits for Italian investors and businesses, especially SMEs, which will be able to access a single pan-European liquidity pool, increasing the visibility of Italian issuers, also thanks to the use of the companies MTS, Monte Titoli and Cassa di Compensazione e Garanzia and the Elite platform. Through the acquisition of a 7.3% stake in Euronext, CDP will foster the growth of the entire Italian financial intermediation services industry and the development of key infrastructure for Italy’s business and economic recovery, confirming its role as a strategic and reliable partner for Italian companies and international investors”.