ICE Announces Pricing for Placement of Residual Euronext stake; Total proceeds of €96.8 million

Intercontinental Exchange Inc. announced today the pricing of the placement of 4.2 million shares in Euronext N.V., representing approximately 6% of Euronext’s share capital, by way of an accelerated book-building to institutional investors.

The gross proceeds to ICE from the sale amount to €96.8 million.

Following the sale, which is expected to close on December 11, 2014, ICE will no longer hold any of Euronext’s shares or voting rights. This transaction marks the final exit from Euronext by ICE initiated in 2014.

ABN AMRO, J.P. Morgan and Société Générale Corporate & Investment Banking acted as Joint Bookrunners.

About Intercontinental Exchange

Intercontinental Exchange (NYSE: ICE) is the leading network of regulated exchanges and clearing houses for financial and commodity markets. ICE delivers transparent, reliable and accessible data, technology and risk management services to markets around the world through its portfolio of exchanges, including the New York Stock Exchange and ICE Futures.

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at www.intercontinentalexchange.com/terms-of-use.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on February 14, 2014.

SOURCE: Intercontinental Exchange

ICE-CORP

Disclaimer

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Intercontinental Exchange, Inc. does not intend to register the offer or any portion thereof in the United States or to conduct a public offering of securities in the United States.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (together, the “Prospectus Directive”).

With respect to the member states of the European Economic Area which have implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the shares of Euronext N.V. sold by Intercontinental Exchange, Inc. requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Euronext N.V. may only be sold by Intercontinental Exchange, Inc. in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This document does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this document may be lawfully communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any person who is not a relevant person should not act or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell, nor a solicitation to offer to purchase securities in any jurisdiction.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Canada, Australia or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan.

ABN AMRO Bank N.V., J.P. Morgan Securities plc, and Société Générale are acting for Intercontinental Exchange, Inc. and nobody else in relation to the transaction described above and will not be responsible to anyone for providing advice nor to anyone other than Intercontinental Exchange, Inc. for providing the protections offered to their clients in relation to any transaction or any matters referred to in this announcement.

In connection with any offering of the shares referred to herein, ABN AMRO Bank N.V., J.P. Morgan Securities plc, and Société Générale and any of their respective affiliates acting as investors for their own account may take up as a proprietary position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of ABN AMRO Bank N.V., J.P. Morgan Securities plc, and Société Générale or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to Intercontinental Exchange, Inc. and Euronext N.V., their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Contacts:

Intercontinental Exchange Inc.
Media Contact:
Brookly McLaughlin
+1 312 836 6728
brookly.mclaughlin@theice.com
or
Investor Contact:
Kelly Loeffler
+1 770 857 4726
kelly.loeffler@theice.com

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