04.08.2019

Euronext-Oslo Børs Moves Forward

EURONEXT WELCOMES THE POSITIVE RECOMMENDATION FROM THE NORWEGIAN FINANCIAL SUPERVISORY AUTHORITY, CONCLUDING THAT EURONEXT WOULD BE A SUITABLE OWNER OF OSLO BØRS VPS

Amsterdam, Brussels, Dublin, Lisbon, London and Paris – 8 April 2019 – Euronext, the leading pan-European exchange, announces today that it has received the recommendation by the Norwegian Financial Supervisory Authority (Finanstilsynet) to the Norwegian Ministry of Finance, recommending that Euronext should be approved as a suitable owner of up to 100% of the capital of Oslo Børs VPS, as applied for, without ownership or other restrictions.

Euronext welcomes this positive recommendation from Finanstilsynet and now awaits final approval from the Norwegian Ministry of Finance which is the last major condition to complete the transaction. Most of the condition precedents highlighted in Euronext’s Offer document available on www.euronext.com[1] are already met, including but not limited to: (i) Euronext has already secured more than the majority of the capital of Oslo Børs VPS (53.2%) including pre-commitments, shares tendered to the offer, and directly owned shares and (ii) the Euronext’s college of regulators has given its non-objection to the contemplated transaction. In addition, Euronext’s Reference Shareholders who represent 23.86% of Euronext’s capital have confirmed joint support. Euronext remains confident it will be able to complete the transaction by the end of Q2 2019.

Following requests from Oslo Børs VPS shareholders who to date have either yet to tender their shares to any offer, or tendered to the competing offer, whether Euronext would offer liquidity to all remaining shareholders, Euronext confirms that it will ensure that all remaining shareholders will get an opportunity to tender their shares to Euronext at the same terms in connection with or following final regulatory approval and fulfilment of all offer conditions, through an extended, new or re-opened offer.

Euronext is convinced that the transaction will be of great benefit to Oslo Børs VPS and all its clients, employees and the wider Norwegian financial community. In particular[2], Euronext remains strongly committed to supporting the strong international listing franchise in the oil, seafood and shipping sectors that Oslo Børs VPS has developed over many years, as well as its very successful listings of bonds and equity certificates. In addition, Euronext will continue to support Norwegian SMEs, leveraging on the strengths of its large SME markets. Euronext remains strongly committed to securing the position of VPS, the national CSD, through technology investments, maintained operational independence and continued local supervision and regulation. Euronext also remains committed to ensuring appropriate Norwegian representation in the Boards of Directors of the acquired entities including independent board members and employee representatives. Euronext has already announced that Tom Vidar Rygh, Senior Advisor at international private equity fund Nordic Capital and previous Chairman and Member of the Board of Oslo Børs, will join the Board of Directors of Oslo Børs VPS post completion of the transaction and subject to regulatory approval.

Stéphane Boujnah, CEO and Chairman of the Managing Board of Euronext said: “Euronext is convinced it is the best owner for Oslo Børs VPS and welcomes the positive recommendation of the Norwegian financial supervisory authority to the Ministry of Finance that Euronext should be approved as a suitable owner of up to 100% of Oslo Børs VPS capital, as applied for, without ownership or other restrictions. Furthermore, Euronext confirms that it will ensure that all remaining shareholders will get an opportunity to tender their shares to Euronext at the same terms in connection with or following final regulatory approval and fulfilment of all offer conditions.

As part of the Euronext family, Oslo Børs VPS will be a strong and leading Nordic exchange and CSD, independent of other exchanges in the region, and a hub for Euronext in its further Nordic expansion. Our ambition for Oslo Børs VPS is for it to grow. We have great respect for the fact that Oslo Børs VPS is already a success. We want to make this success even greater. Euronext looks forward to playing a key role in the Norwegian financial and business community, and to working constructively with all the key constituents and stakeholders to further drive the success of Oslo Børs VPS.”

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