OFFER DOCUMENT. Cash offer to acquire all outstanding shares of Oslo Børs VPS Holding ASA. made by Euronext N.V.

Transcription

1 OFFER DOCUMENT Cash offer to acquire all outstanding shares of Oslo Børs VPS Holding ASA made by Euronext N.V. Offer Price: NOK 145 in cash per share in Oslo Børs VPS Holding ASA plus Interest Payment as described herein Acceptance Period: 14 January to 11 February 2019 at 17:30 Central European Time ("CET"), subject to extension(s) This offer document (the "Offer Document") has been prepared in connection with a cash tender offer (the "Offer") made by Euronext N.V. ( Euronext or the "Offeror"), to acquire, on the terms set forth herein, all issued and outstanding shares of Oslo Børs VPS Holding ASA (the "Company" or "Oslo Børs VPS"), the shares of which are subject to quotation on the N-OTC list, a Norwegian marketplace for unlisted shares owned by a subsidiary of Oslo Børs VPS. The Offer does not comprise shares in Oslo Børs VPS already held by the Offeror. The distribution of the Offer Document and the making of the Offer may in certain jurisdictions be restricted by law, including without limitation Canada, Australia and Japan. Accordingly, the Offer is not made and does not constitute an offer or solicitation in these jurisdictions, or in any jurisdiction or to any person where the making or acceptance of the Offer or solicitation would be in violation of the laws or regulations of such jurisdiction. The Offeror and its advisors require persons in possession of this Offer Document and/or considering accepting the Offer to inform themselves about, and to observe, any such restrictions. The Offer is being made to shareholders resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). The Offer Document and any acceptances of the Offer shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo City Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, the Offer Document or any acceptances of the Offer. THIS OFFER DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION OTHER THAN NORWAY WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR SIMILAR ACTS. Financial Advisors to the Offeror Bank of America Merrill Lynch Rothschild & Cie Legal Advisor to the Offeror Advokatfirmaet Schjødt AS Receiving agent Skandinaviska Enskilda Banken AB (publ), Oslo Branch The date of this Offer Document is 14 January 2019

2 TABLE OF CONTENTS Statement regarding the Offer Document Important Information Summary of key terms of the Offer 1. THE OFFER Introduction The Offeror and background for the Offer Offer Price Conditions Acceptance Period Acceptance of the Offer Blocking of tendered Shares Shareholder rights Notices Settlement Financing of the Offer Acquisition of Shares outside the Offer Transaction costs Tax No mandatory offer obligation Compulsory acquisition Restrictions for Acceptance of the Offer Jurisdiction and governing law BACKGROUND AND RATIONALE FOR THE OFFER, PRIOR CONTACT AND CONSEQUENCES Background for the Offer Business rationale for the Offer and future plans for Oslo Børs VPS Legal implications of the Offer Consequences of the Offer for the Company's employees No special benefits to members of management and directors Contacts between the parties prior to the announcement and launch of the Offer Pre-commitments to accept the Offer Statements from the Oslo Børs VPS Board regarding the Offer INFORMATION ON OSLO BØRS VPS Overview Shares and share capital Board and management Selected financial information Shareholder structure in Oslo Børs VPS INFORMATION ON EURONEXT Euronext's shareholder structure A European project independent since Clear strategic vision through Agility For Growth strategic plan Diversified product offering Strong operational and financial performance Open and balanced decentralized governance model Euronext s regulatory framework TAXATION Norwegian shareholders Norwegian personal shareholders Norwegian corporate shareholders Foreign shareholders Duties on the transfer of shares DEFINITIONS Appendix 1: Acceptance Form 2

3 STATEMENT REGARDING THE OFFER DOCUMENT This Offer Document has been prepared by Euronext in order to document the terms of its cash tender offer to acquire all issued outstanding shares in Oslo Børs VPS as first announced on 24 December 2018, and to provide Oslo Børs VPS Shareholders with a basis for evaluating the Offer. Euronext has sought to comply with the format of public offer documents in Norway in order to provide customary information to Oslo Børs VPS Shareholders, but as the Oslo Børs VPS Shares are not listed on any exchange or regulated market, the Offer Document has not been subject to review by any take-over or other public or supervisory authority, and the take-over rules in chapter 6 of the Norwegian Securities Trading Act are not applicable. Euronext N.V. 3

4 IMPORTANT INFORMATION The distribution of the Offer Document does not imply in any way that the information included herein continues to be accurate and complete at any date subsequent to the date of this Offer Document. With the exception of the Offeror, no person is entitled or authorised to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other person than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. The Offer is directed to all Oslo Børs VPS Shareholders who may legally receive this Offer Document and accept the Offer. In this respect further reference is made to the descriptions set out under Offer Restrictions below. Copies of this Offer Document will be distributed to the Oslo Børs VPS Shareholders registered in the shareholders register in the Norwegian Central Securities Depository (the "VPS") on 14 January 2019, except for Oslo Børs VPS Shareholders in jurisdictions where this Offer Document may not be lawfully distributed, and are available free of charge at the office of Skandinaviska Enskilda Banken AB (publ), Oslo Branch (the "Receiving Agent"): Skandinaviska Enskilda Banken AB (publ), Oslo Branch Filipstad Brygge 1 P.O.Box 1843 Vika N-0123 Oslo Norway Telephone: Fax: acceptance@seb.no Bank of America Merrill Lynch International DAC, acting through its Paris Branch ( Bank of America Merrill Lynch ), a subsidiary of Bank of America Corporation and Rothschild & Cie (together the "Financial Advisors") are acting as financial advisors solely for the Offeror and no one else in connection with the Offer. Skandinaviska Enskilda Banken AB (publ), Oslo Branch is acting solely as receiving agent. Neither the Financial Advisors nor the Receiving Agent will regard any other person (whether or not a recipient of this Offer Document) as a client nor be responsible to any other party other than the Offeror for providing the protections afforded to their clients nor for providing advice in relation to the Offer or any other matter referred to in this Offer Document. Neither the Financial Advisors nor the Receiving Agent have assumed any responsibility to independently verify the information contained in this Offer Document and does not make any representation or warranty, express or implied, or accept any liability as to the accuracy or completeness of such information. Nothing contained in this Offer Document is or shall be relied upon as a promise or representation by the Financial Advisors or the Receiving Agent. Oslo Børs VPS Shareholders must rely upon their own examination of this Offer Document. Each Oslo Børs VPS Shareholder should study this Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described herein. Oslo Børs VPS Shareholders should not construe the contents of this Offer Document as legal, tax or accounting advice, or as information necessarily applicable to each Oslo Børs VPS Shareholder. Each Oslo Børs VPS Shareholder is urged to seek independent advice of its own financial, tax, accounting and legal advisors prior to making a decision to accept the Offer. Information on Oslo Børs VPS in this Offer Document is based on Oslo Børs VPS's public accounts and other materials in the public domain. The Offeror disclaims any responsibility and liability for the accuracy or completeness of this Offer Document in terms of the information on Oslo Børs VPS. The Offer Document has been prepared in the English language only. OFFER RESTRICTIONS NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ( SEC ) NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER DOCUMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 4

5 The Offer is being made to Shareholders (as defined below) resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1(c) under the Exchange Act. The Offer is being made in the United States by the Offeror and no one else. The Offeror reserves the right to acquire or agree to acquire Shares or rights to Shares outside the Offer during the Acceptance Period in accordance with applicable law and regulations and the provisions of the exemption provided under Rule 14e-5(b)(10) under the Exchange Act. Any of the purchases referred to in this paragraph may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws. The Offer is subject to disclosure requirements which are different from certain U.S. disclosure requirements. In addition, Shareholders resident in the United States should be aware that this Offer Document has been prepared in accordance with a format and style which differ from the U.S. format and style. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant Norwegian rules which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of the consideration. Completion of the Offer is also subject to the fulfilment and/or waiver of certain conditions, which may result in the Shares of accepting Shareholders being blocked by the Receiving Agent for a period up to the Long Stop Date (31 August 2019). Acceptance of the Offer is irrevocable and accepting Shareholders will have no withdrawal rights with respect to their Shares. The enforcement by Shareholders of civil liabilities under U.S. securities laws may be adversely affected by the fact that the Offeror is a company organised under the laws of the Netherlands, and that the directors and senior management of the Offeror are residents of countries other than the United States and substantially all of the assets of the Offeror are located outside of the United States. As a result, it may not be possible for Shareholders to effect service of process within the United States upon any of the directors or senior management of the Offeror, or to enforce in the United States court judgments against the Offeror, or any of the directors or senior management of the Offeror, in any action, including actions under the civil liability provisions of federal securities laws of the United States, obtained in courts of the United States. In addition, it may be difficult for Shareholders to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon United States securities laws. In the United Kingdom, this Offer Document, and any investment activity to which it relates, is available only to (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) high net worth companies falling within Article 49(2)(a) to (d) of the Order or (iv) persons within the scope of Article 43 of the Order, or (v) any other persons to whom it may otherwise lawfully be made under the Order (all such persons together being referred to as relevant persons ). This Offer Document may not be acted or relied on in the United Kingdom by anyone who is not a relevant person. The distribution of this Offer Document and the making of the Offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan) ("Restricted Jurisdictions") be restricted by law. Therefore, persons obtaining this Offer Document or into whose possession this Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. This Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded. This Offer Document does not represent an offer to acquire or obtain securities other than Oslo Børs VPS Shares. The Offer is not open to any Oslo Børs VPS Shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway). In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the 5

6 Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this Offer Document nor any purchase of securities shall, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information. The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. This Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the Restricted Jurisdictions. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares of the Company for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No Oslo Børs VPS Shares are being solicited from a resident of the Restricted Jurisdictions and, if sent in response by a resident of the Restricted Jurisdictions, the Offeror reserves the right to reject such acceptance. Each person delivering an Acceptance Form in connection with the Offer will be required to certify that: (1) such person has not received this Offer Document, the Acceptance Form or any other document relating to the Offer in the a Restricted Jurisdiction, nor has such person mailed, transmitted or otherwise distributed any such document in or into a Restricted Jurisdiction; (2) such person has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities exchange, of a Restricted Jurisdiction in connection with the Offer; (3) such person is not and was not located in a Restricted Jurisdiction at the time such person accepted the terms of the Offer or at the time such person returned the Acceptance Form; and (4) if such person is acting in a fiduciary, agency or other capacity as an intermediary, then either (a) such person has full investment discretion with respect to the securities covered by the Acceptance Form or (b) the person on whose behalf such person is acting was located outside the Restricted Jurisdictions at the time he or she instructed such person to accept the Offer. FORWARD-LOOKING STATEMENT This Offer Document contains certain statements about Oslo Børs VPS, the Offeror or their respective businesses as well as the timing and procedures relating to the Offer and potential amendments to the Offer that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they relate to Oslo Børs VPS's and/or the Offeror's estimated or anticipated future results, or the fact that they do not otherwise relate exclusively to historical or current facts. Forward-looking statements sometimes use words such as "may", "might", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "could", "should", "forecast", "outlook", "guidance", "possible", "potential", "predict", "project", or other words or phrases of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Offer, including the timetable and conditions and other terms relating to the Offer and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances beyond Oslo Børs VPS's and the Offeror's control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in any forward-looking statements. Any forwardlooking statements made herein speak only as of the date they are made. The Offeror disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Offeror's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except to the extent required by applicable law. 6

7 SUMMARY OF KEY TERMS OF THE OFFER The following is a brief summary of the main terms and conditions of the Offer. The complete terms and conditions of the Offer are set out in section 1 (The Offer) below: Offeror Euronext N.V. Sections 1.2 and 4. Target Oslo Børs VPS Holding ASA. Section 3. Offer Price NOK 145 per Share. Certain price protection provisions apply. Section 1.3. Interest Payment In addition to the Offer Price, each accepting Shareholder will receive an interest payment on the Offer Price equal to 6% per annum, prorated per day from acceptance and up to fulfilment of the Conditions. Section 1.3. Acceptance Period 14 January to 11 February 2019, subject to extension(s) as appropriate. Section 1.5. Acceptances Conditions Acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. By accepting the Offer, shareholders authorize the Receiving Agent to block the Shares to which the acceptance relates. The Receiving Agent is from the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price. Completion of the Offer is subject to fulfilment and/or waiver of certain conditions, including but not limited to minimum acceptance level of (together with Shares already held by the Offeror) at least 50.01% of the Oslo Børs VPS Shares, short and limited confirmatory due diligence and regulatory approvals. Sections 1.6 and 1.7. Section 1.4. Long Stop Date 16:30 CET on 31 August Section 1.4. Settlement In NOK within 14 days after announcement that the Conditions have been fulfilled and/or waived. Section Prior ownership and pre-commitments No mandatory offer obligations The Offeror has secured pre-commitments in relation to the Offer, which together with Shares already owned represent approximately 50.5% of all outstanding Shares. The pre-commitments are irrevocable, binding and may not be withdrawn, neither in the event of a higher offer or otherwise, but may be terminated if the Offeror has not declared the Offer unconditional before 16:30 CET on the Long Stop Date. As the Oslo Børs VPS Shares are not listed on any exchange or regulated market, no take-over rules apply to the Offer. As a consequence, the Offeror will not be subject to any obligation to make any new offer(s) to Oslo Børs VPS Shareholders should the Offer be completed. Sections 1.2 and 2.7. Section Offer restrictions Governing law and Jurisdiction See Offer Restrictions under Important Information above. Norwegian and Norwegian courts. Section

8 1. THE OFFER 1.1. Introduction Euronext hereby offers to acquire, on the terms set out in this Offer Document, all issued and outstanding shares in Oslo Børs VPS, the shares of which are registered in the VPS with ISIN NO (the "Oslo Børs VPS Shares" or the "Shares"). The Offer does not comprise Shares already held by the Offeror. The Offer is made to all shareholders in Oslo Børs VPS (the "Shareholders" or "Oslo Børs VPS Shareholders") and has been sent to all registered Shareholders with known addresses appearing in the shareholder register as evident in VPS as of 14 January 2019, except for Shareholders in Restricted Jurisdictions. Shareholders residing outside of Norway should read the information in the section "Offer Restrictions" above and section 1.17 (Restrictions for Acceptance of the Offer) below The Offeror and background for the Offer The Offer is made by Euronext N.V., a Dutch public company with limited liability (naamloze vennootschap) which has its registered office in Amsterdam. It is listed in Paris (market of reference), Amsterdam, Brussels and Lisbon. The registration number of Euronext is and its registered address is at Beursplein 5, 1012 JW Amsterdam. For further information on Euronext, please refer to section 4 (Further information on Euronext) below. Following an invitation to consider an acquisition of shares in Oslo Børs VPS organized by a group of its shareholders and an indicative offer submitted to such shareholders on 18 December 2018, Euronext announced on 24 December 2018 that it had secured support for the Offer from Oslo Børs VPS Shareholders representing 49.6% of all outstanding shares, through a combination of irrevocable pre-commitments to tender their shares in the context of the offer to be launched, and share purchases. On 28 December 2018, Euronext announced that the support had increased following inbound enquiries from several Oslo Børs VPS Shareholders. As at the date of this Offer Document, the Offeror owns 2,266,090 Shares in Oslo Børs VPS, representing 5.3% of the total share capital and voting rights in Oslo Børs VPS. In addition, Euronext has secured irrevocable binding pre-commitments representing approximately 45.2% of total Oslo Børs VPS Shares outstanding in relation to the Offer, as further described in section 2.7 (Pre-commitments to accept the Offer) below. Neither the Offeror nor any related party own convertible loans or other rights to Shares or securities exchangeable to Shares. All shares are held by Euronext and not any related parties. For further information on the background of the Offer, Euronext's rationale for the Offer, future plans and prior contact with the Company, please refer to section 2 (Background and rationale for the Offer) below Offer Price Offer Price and Interest Payment Shareholders who accept the Offer will receive Norwegian kroner ("NOK") 145 per Share (the "Offer Price") tendered in the Offer. The Offer Price values Oslo Børs VPS at a market capitalization of NOK 6,236m (equivalent to EUR 625m 1 ). In addition to the Offer Price, Oslo Børs Shareholders who accept the Offer will further, subject to completion of the Offer, receive an interest payment from the date of receipt by the Receiving Agent of the acceptance until the completion conditions have been fulfilled and/or waived (the "Interest Payment"). The Interest Payment will be equal to an interest rate of 6% per annum, pro-rated per day and calculated based on the number of Oslo Børs VPS Shares tendered in the Offer and the Offer Price. Each shareholder who accepts the Offer will therefore receive the sum of the Offer Price plus the Interest Payment, rounded to the second decimal. 1 Based on EUR / NOK FX rate of NOK 9.97 per Euro as of 23 December

9 Example: Assuming the Offer is declared unconditional (as further set out in section 1.4 below) on 30 June 2019, a shareholder who accepted the Offer on 14 January 2019 will for each Share tendered in the Offer receive NOK 145 * (1 + (6% * (167 / 360))) = NOK. The Offeror has not acquired or agreed to acquire any shares in Oslo Børs VPS at a price above the Offer Price. Interest Payment as described above has also been agreed with Oslo Børs VPS Shareholders who have preaccepted the Offer from the time of their pre-commitment. The Offer Price (excluding the Interest Payment) represents a premium of approx. 32% over the closing price of the Oslo Børs VPS Shares on 17 December 2018, a premium of approx. 34% over the one month volume weighted average price per Oslo Børs VPS Share and a premium of approx. 34% over the three month volumeweighted average price per Oslo Børs VPS Share (in each case leading up to 17 December 2018, which was the last trading day prior to the Offeror making its indicative offer to the initial Oslo Børs VPS Shareholder group (see section 2.1 (Background for the Offer) below. The chart below shows the development in trading price (closing price) for the Oslo Børs VPS Shares in the period from 17 December 2015 to 17 December 2018 (the last trading day prior to the Offeror making its indicative offer to the initial Oslo Børs VPS Shareholder group): (NOK) NOK Dec-15 Apr-16 Aug-16 Dec-16 Apr-17 Aug-17 Dec-17 Apr-18 Aug-18 Dec-18 As of 17/12/2018 1M 3M 6M 1Y Share price performance 0.0% (1.8%) (7.6%) (4.8%) Volume-weighted average price Price protection and adjustments If the Offeror in the period until the later of 23 December 2019 and six months from completion of the Offer acquires Shares or rights to acquire Shares (in the open market or in privately negotiated transactions or otherwise) at a price which is higher than the Offer Price, then the Offeror will increase the Offer Price to be 9

10 at least equal to such higher consideration. Any non-cash element in such higher consideration shall be valued and converted into cash for the purpose of determining the increase of the Offer Price. All Shareholders accepting the Offer, including those who have already submitted an Acceptance Form, will be entitled to receive such higher consideration. If the Offeror in the period until the later of 23 December 2019 and six months from completion of the Offer should sell or enter into an agreement to sell shares in Oslo Børs VPS acquired in the Offer to any third party at a consideration higher than the Offer Price, then the Offeror shall distribute any net profit from such sale to the tendering Shareholders in the Offer on a pro rata basis. If the Company should (i) change the Company s share capital and/or the number of shares issued, (ii) distribute dividend or other distributions to its shareholders, (iii) acquire or dispose of treasury shares, (iv) issue instruments which give the right to require shares issued, or (v) resolve to do any of the foregoing, the Offeror may adjust the Offer Price in such manner as is necessary to compensate for the effects of such decisions. If such adjustment is made, any acceptance of the Offer already made shall be deemed an acceptance of the Offer as revised. If the Offeror, prior to expiry of the Acceptance Period, pays or agrees to pay a higher price than the Offer Price for any Share or the terms of the Offer are otherwise amended or improved, the Offer shall be deemed to have been amended with an offer price equivalent to the higher payment or price or otherwise with the amended or improved terms, as applicable. In such event, the Acceptance Period shall be extended so that at least two weeks remain to expiry of the Acceptance Period, and any acceptances of the Offer already made shall be deemed an acceptance of the Offer as revised Conditions Completion of the Offer is subject to the satisfaction of each of the following conditions, unless waived (in whole or in part) by the Offeror in its sole discretion (together the "Conditions"): (i) (ii) (iii) (iv) (v) (vi) Acceptance of the Offer by Oslo Børs VPS Shareholders representing, together with Shares already owned by the Offeror, at least 50.01% of all Oslo Børs VPS Shares outstanding. The Offeror obtaining relevant regulatory approvals/non-objections for the acquisition of a qualifying holding in Oslo Børs VPS, including approval from the Norwegian Ministry of Finance; and no court or other governmental, regulatory authority of competent jurisdiction shall have taken or initiated a process to take any form of legal action (whether temporary, preliminary or permanent) that has the effect of (and in the case of any initiated process, may reasonably lead to) the Offer not being able to be consummated or, in connection with the Offer, impose conditions upon the Offeror, Oslo Børs VPS or any of its subsidiaries which would require the Offeror to incur material expenditure or would prohibit or significantly impair the Offeror's ownership or operation of Oslo Børs VPS. The information relating to Oslo Børs VPS and its subsidiaries made public by the Company prior to announcement of the Offer, taken as a whole, was not materially inaccurate or materially misleading. Non-objection of the Chairmen's committee of Euronext's College of Regulators. The Company has not in the period from the date hereof paid or made any resolution with respect to dividend or other distribution to its shareholders. The Company has not made any decisions or actions in regard to any frustrating actions set out in the Norwegian Securities Trading Act section 6-17, namely: (a) issuance of shares or other financial instruments by the Company or by a subsidiary, (b) merger of the Company or subsidiary, (c) sale or purchase of significant areas of operation of the Company or its subsidiaries, or other dispositions of material significance to the nature or scope of its operations, or (d) purchase or sale of the Company's shares. 10

11 (vii) (viii) (ix) The Company and its subsidiaries are in the period from 17 December 2018 in all material respects operated in the ordinary course of business and there are no material changes to the relevant regulatory framework or licences to operate. In line with Euronext s by-laws, a favourable vote of a simple majority of Euronext s shareholders at an extraordinary general meeting. Completion of a short and limited confirmatory due diligence to the Offeror's satisfaction, limited to certain key contracts, financial and regulatory matters, as identified and communicated to the Board of Oslo Børs VPS. With respect to condition (ii), the Offeror will today apply for approval from the Norwegian Ministry of Finance and the Norwegian Financial Supervisory Authority of Euronext N.V. as an owner of a qualified shareholding pursuant to the Norwegian Securities Registry Act section 5-2 and the Norwegian Securities Trading Act sections With respect to condition (iv), the Offeror will apply for non-objection from the College of Regulators Chairs Committee, in application of section of the College of Regulators Memorandum of Understanding. It will also notify the Dutch Ministry of Finance. With respect to condition (viii), in application of section (c) of the bylaws of Euronext and section 2:115.2 of the Dutch Civil Code, the Offeror will convene an extraordinary general meeting with a notice period of 42 days and will provide explanatory notes or a shareholders circular describing the transaction, and requesting the vote on the resolution on the acquisition. With respect to condition (ix), the Offeror has been informed that the Board of Oslo Børs VPS will allow Euronext to perform a due diligence, subject to appropriate ownership license having been granted and a due diligence agreement being entered into. Euronext believes, however, that it would be in the interest of all stakeholders that due diligence is completed during the Acceptance Period and has proposed this to the Board of Directors of Oslo Børs VPS. If the Offeror has not publicly announced that the Conditions (except for the conditions in item (iii), (v), (vi) and (vii), which shall apply until completion) are met or waived by 31 August 2019 at 16:30 CET (the "Long Stop Date"), as further described in section 1.6 (Acceptance of the Offer) below, the Offer will lapse and any tendered Oslo Børs VPS Shares will be released by the Offeror. The Offeror will announce the fulfilment or waiver of the Conditions in the manner described in section 1.9 (Notices) Acceptance Period The Offer can be accepted from and including 14 January 2019 to 11 February 2019 at 17:30 CET (the "Acceptance Period"), subject to one or more extensions as appropriate. The Offeror may, at its sole discretion, extend the Acceptance Period (one or more times) up to an aggregate total Acceptance Period of ten weeks. If the Acceptance Period is extended, then the other dates (for example the latest date of settlement) in this Offer Document will be extended accordingly. Any extension of the Acceptance Period will be announced in the manner described in section 1.9 (Notices) prior to 17:30 CET on the last day of the then prevailing Acceptance Period. References to the Acceptance Period in this Offer Document refer to the Acceptance Period as extended from time to time. Subject to section 1.3 (Offer Price and Interest Payment), last paragraph, the Acceptance Period will not be extended beyond 25 March 2019 at 17:30 CET. The Offeror will at the end of the Acceptance Period issue a public statement on the level of acceptance in the Offer Acceptance of the Offer Shareholders who wish to accept the Offer must complete and sign the Acceptance Form enclosed with this Offer Document and return it to the Receiving Agent within the expiration of the Acceptance Period on 11 February 2019 at 17:30 CET. 11

12 An acceptance of the Offer will include the Shares registered on the VPS account stated in the Acceptance Form at the time the Acceptance Form is received by the Receiving Agent (unless another number of Shares is specified in the applicable column on the Acceptance Form), and in addition all Shares held or acquired by the Shareholder and registered on the VPS account stated in the Acceptance Form before the VPS account is being debited. Shareholders wanting to accept the Offer for only some of the Shares in their VPS account may do so by specifying in the Acceptance Form the number of Shares covered by the acceptance. Shareholders who own Shares registered on more than one VPS account will receive one Acceptance Form for each account and must submit a separate Acceptance Form for each account. The correctly and fully completed and signed Acceptance Form shall be sent by , mail or delivered by hand to the Receiving Agent at the address below: Skandinaviska Enskilda Banken AB (publ), Oslo Branch Filipstad Brygge 1 P.O.Box 1843 Vika N-0123 Oslo Norway Telephone: Fax: acceptance@seb.no Acceptance Forms incorrectly completed or received after the expiration of the Acceptance Period can be rejected without further notice. The Offeror reserves the right to approve acceptances being received after the expiration of the Acceptance Period or not being correctly completed within the limits of the requirements for equal treatment of Shareholders. ANY SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, INVESTMENT COMPANY, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH PERSON IF SUCH SHAREHOLDER DESIRES TO ACCEPT THIS OFFER. IN ORDER FOR A SHAREHOLDER TO VALIDLY ACCEPT THIS OFFER, THE ACCEPTANCE FORM MUST BE SIGNED BY THE SHAREHOLDER OR HIS/ HER AUTHORIZED ATTORNEY. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third-party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS accounts must sign the Acceptance Form and thereby waive its rights to the Shares sold on basis of the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third-party rights. Acceptances will be treated as valid only if any such rights holder has consented and signed on the Acceptance Form for the sale and transfer of the Shares free of encumbrances to the Offeror. No confirmation of receipt of Acceptance Forms or other documents will be given by, from or on behalf of the Offeror. The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. By delivering a duly executed Acceptance Form, Shareholders irrevocably authorize the Receiving Agent to debit such accepting Shareholder's VPS account, and to transfer the Shares to the Offeror against payment of the Offer Price and the Interest Payment upon settlement of the Offer. The Receiving Agent must categorize all new customers in one of three customer categories. All Shareholders delivering the Acceptance Form, and which are not existing clients of the Receiving Agent, will be categorized as non-professional clients. For further information about the categorization, the Shareholder may contact the Receiving Agent. The Receiving Agent will treat the delivery of the Acceptance Form as an execution-only instruction from the Shareholder to sell his/her/its Shares under the Offer, since the 12

13 Receiving Agent is not in the position to determine whether the acceptance and selling of Shares is suitable or not for the Shareholder Blocking of tendered Shares By delivering a duly executed Acceptance Form, Shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favour of the Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price and the Interest Payment (see section 1.6 (Acceptance of the Offer) above and section 1.10 (Settlement) below). The accepting Shareholder undertakes, from the time of delivery of a duly executed Acceptance Form, not to, and it will, from the time of blocking, not be possible to sell or in any other way dispose over, use as security, pledge, encumber or transfer to another VPS account, the Shares included in the Acceptance Form. The Shareholder is free to dispose of any other securities registered in the same VPS account as the blocked Shares Shareholder rights Shareholders accepting the Offer will remain the legal owners of their Shares and retain voting rights and other Shareholder rights related thereto until settlement of the Offer has taken place Notices Notices in connection with the Offer will be published by notifications through N-OTC's electronic news service (available on in addition to press releases from Euronext. Notices will be deemed made when the notice has been published through N-OTC or made public through a Euronext press release Settlement Settlement of the Offer will be made in NOK against transfer of Shares tendered as soon as reasonably possible, but no later than 14 calendar days, after the fulfilment and/or waiver of the Conditions in one or more settlements. The latest date of settlement is 14 September 2019, being 14 calendar days after the Long Stop Date. Shareholders having accepted the Offer accept that the payment on settlement will be credited to his/her bank account used by the VPS for dividend payments, or, if there are no record of such account, that payment will be credited to the bank account he/she have specified in the box at the Acceptance Form named "Bank account for cash payment" (or on a separate sheet submitted together with the Acceptance Form). For Shareholders residing in Norway, if there is no record of a bank account in VPS and no bank account is specified by the Shareholder when submitting the Acceptance Form, payment will be sent by bankers draft (i.e. a cheque where the funds are taken directly from a financial institution). For Shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT or similar payment codes depending on the jurisdiction where the bank account is located. The Receiving Agent should be contacted in this respect. If there are no records of a bank account in the VPS and no bank account is specified by the Shareholder when submitting the Acceptance Form, settlement will be made by way of postal cheque (or currency check for Shareholders with a non-norwegian address) Financing of the Offer The Offeror will finance the Offer through existing funds available to the Offeror including existing cash available and committed debt facilities Acquisition of Shares outside the Offer The Offeror reserves the right to acquire or agree to acquire Shares or rights to Shares outside the Offer during the Acceptance Period in accordance with applicable law and regulations and the provisions of the exemption provided under Rule 14e-5(b)(10) under the Exchange Act. Any of the purchases referred to in this paragraph 13

14 may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws. See section 1.3 (Offer Price and Interest Payment) above or a further description on adjustments of the Offer Price in case of acquisitions above the Offer Price Transaction costs Shareholders who accept the Offer will not have to pay brokerage fees. The Offeror will pay VPS transaction costs that may occur as a direct consequence of the Shareholder accepting the Offer. The Offeror will not cover any other costs that a Shareholder may incur in connection with acceptance of the Offer Tax Shareholders accepting the Offer are themselves responsible for any tax liability arising as a result of the Offer and completion thereof and any costs incurred in obtaining advice in this matter. A general description of certain tax implications of the Offer is included in section 4 (Taxation) below No mandatory offer obligation As the Oslo Børs VPS Shares are not listed on any exchange or regulated market, the take-over rules in chapter 6 of the Norwegian Securities Trading Act are not applicable. Consequently, the Offeror will not be subject to any obligation to make any new offer(s) to Oslo Børs VPS Shareholders should it complete the Offer Compulsory acquisition Should Euronext, as a result of the Offer or otherwise, become the holder of more than 90% of the shares and corresponding votes in Oslo Børs VPS, it will have the right to effect a compulsory acquisition of any Oslo Børs VPS Shares not already owned by it pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act. If Euronext decides to effect such a compulsory acquisition, title to the remaining Oslo Børs VPS Shares will be transferred to Euronext. Euronext will be obliged to offer the remaining Oslo Børs VPS Shareholders a price for the shares so acquired, and to deposit the aggregate amount offered at a separate account in a bank authorised to carry out business in Norway. If such offer is made in writing to all the remaining Shareholders with a known address and published at the Brønnøysund Register Centre's web-based public announcement site, Euronext may set a two-month deadline for the former Oslo Børs VPS Shareholders to raise objections to or decline the offered price. Failure to provide timely objections will imply acceptance of the price offered by Euronext. If any former Oslo Børs VPS Shareholder does not accept the offered price, the price per share in respect of such former Oslo Børs VPS Shareholders will (absent agreement) be determined by the Norwegian courts Restrictions for Acceptance of the Offer The Offer and this Offer Document is not to be regarded as an offer, whether directly or indirectly, in Restricted Jurisdictions (see Offer Restrictions above). Shareholders not residing in Norway wanting to accept the Offer must make inquiries on relevant and applicable legislation, including but not limited to whether public consent is required and possible tax consequences. The Offer is not made, neither directly nor indirectly, and sale will not be accepted from or on behalf of, Shareholders in any Restricted Jurisdiction. This Offer Document and related Acceptance Forms may not be distributed, forwarded or transmitted into or from any Restricted Jurisdiction. Any purported acceptance of the Offer in breach of these requirements will not be valid. By accepting the Offer through the delivery of a duly executed Acceptance Form to the Receiving Agent, the accepting Shareholder certifies that such accepting Shareholder: (i) has not received the Offer Document, the Acceptance Form or any other document relating to the Offer in any Restricted Jurisdiction, nor to have mailed, transmitted or otherwise distributed any such document in or into such jurisdiction; 14

15 (ii) (iii) (iv) has not utilized, directly or indirectly, the mails or any means or instrumentality of commerce, or the facilities of any national securities exchange, or any Restricted Jurisdiction in connection with the Offer; is not and was not located in any Restricted Jurisdiction at the time of accepting the terms of the Offer or at the time of returning the Acceptance Form; if acting in a fiduciary, agency or other capacity as an intermediary, then either (a) has full investment discretion with respect to the securities covered by the Acceptance Form or (b) the person on whose behalf acting was located outside a Restricted Jurisdiction at the time of instructing acceptance of the Offer Jurisdiction and governing law The Offer and any Acceptance thereof are subject to Norwegian law. Any dispute arising out of or in connection with the Offer or the Offer Document shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo City Court as the agreed legal venue. 15

16 2. BACKGROUND AND RATIONALE FOR THE OFFER, PRIOR CONTACT AND CONSEQUENCES 2.1. Background for the Offer The Offeror received on 4 December 2018 an invitation from the Norwegian investment bank Carnegie AS ("Carnegie") on behalf of a group of shareholders of the Company to consider a potential acquisition of their Shares and submit an indicative proposal detailing the price, conditions and rationale for an acquisition of part or all Shares of the Company by 18 December Carnegie was representing a group of shareholders holding 21% of the Shares of the Company and was in discussion with other shareholders of the Company. As further described in section 2.6 (Contacts between the parties prior to the announcement and launch of the Offer) Euronext has for some time considered the rationale and benefit of a combination with Oslo Børs VPS, and, in response to the invitation by the shareholders, a proposal and indicative offer was submitted by Euronext on 18 December On 19 December 2018 Euronext was notified by Carnegie that it was the preferred bidder. Following this, pre-commitment terms were agreed and finalized and obtained by Carnegie from certain pre-committing shareholders between 19 and 21 December On 22 December 2018, Euronext informed the Board of Oslo Børs VPS that following an invitation by certain shareholders to consider an acquisition of their shares in Oslo Børs VPS, it had secured irrevocable binding precommitments (as further described in section 2.7 (Pre-commitments to accept the Offer) below) representing 44.9% of the Shares in relation to their support of a potential tender offer on all the Company s Shares and that it intended to make this public on 24 December Euronext approached the Board of Oslo Børs VPS to seek support for its Offer and to perform a short and limited due diligence. As of the date of this document, the Board of Oslo Børs VPS has not yet granted due diligence to Euronext nor expressed a view on the Offer. On 23 December 2018, Euronext informed the Norwegian Ministry of Finance and the Norwegian Financial Supervisory Authority of the process and the level of pre-commitments received. On 24 December 2018, Euronext publicly announced that it had secured support for the Offer from Oslo Børs VPS Shareholders representing 49.6% of Shares, through a combination of irrevocable binding precommitments to tender their shares in the context of the Offer and share purchases. On 28 December 2018, Euronext announced that the support for the Offer had increased following inbound enquiries from several Oslo Børs VPS Shareholders, with the support exceeding 50.01% of the Oslo Børs VPS Shares through a combination of irrevocable binding pre-commitments to tender their shares in the context of the Offer and share purchases. Following the announcements on 24 and 28 December 2018, the Offeror has had certain exchanges with the management and Board of Oslo Børs VPS and its advisors. This includes a meeting with management of Oslo Børs VPS and its advisors on 10 January 2019 in Oslo, during which Euronext's proposal for Oslo Børs VPS to join Euronext was presented in detail together with the timetable of the Offer. Euronext has further been invited to meet the Board of Directors of Oslo Børs VPS to present its proposal for Oslo Børs VPS. In relation to the process, the Offeror has been informed that the Board of Oslo Børs VPS will allow Euronext to perform a due diligence, subject to appropriate ownership license having been granted and a due diligence agreement being entered into. Euronext believes, however, that it would be in the interest of all stakeholders that due diligence is completed during the Acceptance Period and has proposed this to the Board of Directors of Oslo Børs VPS. As at the date of the Offer Document, the Offeror owns 2,266,090 Shares in Oslo Børs VPS, representing 5.3% of the total share capital and voting rights in Oslo Børs VPS. In addition, Euronext has secured irrevocable binding pre-commitments representing approximately 45.2% of total Shares in relation to the Offer. Neither the Offeror nor any related party owns convertible loans or other rights to Shares or securities exchangeable to Shares. All shares are held by Euronext and not any related parties Business rationale for the Offer and future plans for Oslo Børs VPS Oslo Børs VPS s strategic and competitive positioning as the core financial market infrastructure of Norway, its deep-rooted expertise in energy, seafood and shipping as well as its global leadership in the seafood 16