London S tock Exchange Group plc and TMX Group Inc. Join Forces in Merger of Equals
Creation of an International Exchange Leader S trongly Positioned for Growth
9 February 2011
Creation of an International Exchange Leader S trongly Positioned - - PowerPoint PPT Presentation
London S tock Exchange Group plc and TMX Group Inc. Join Forces in Merger of Equals Creation of an International Exchange Leader S trongly Positioned for Growth 9 February 2011 Creation of an International Exchange Leader Premier
9 February 2011
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ME listings
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Calgary
Toronto
Montreal Milan
London
Vancouver Colombo Beijing Tokyo Rome Boston Hong Kong
Joint Headquarters Global Centres of Excellence Business Centres
Chicago Houston
classes and geographies
cost-effective trading and clearing technology
balance sheet for growth
Globally in # of Listings
in Cash Equities Trading in Europe
Globally in # of Natural Resources, Mining, Energy, Clean Tech and SME Listings
in Electronic
Trading of European Government Bonds
in International Listings from Emerging and Growth Markets
in Cash Equities Trading and Derivatives in Canada
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– TMX Group Inc. (“ TMX” ) shareholders to receive consideration in London S tock Exchange Group plc (“ LS EG” ) shares or Toronto S tock Exchange-listed exchangeable shares of a Canadian subsidiary of LS EG – Post-merger ownership share: LS EG shareholders 55% , TMX shareholders 45%
EG and TMX
tock Exchange and Toronto S tock Exchange
going forward
mith and Paolo S caroni
EG: eight members (envisage three from Borsa Italiana); TMX: seven members
EG
Key Merger Terms Financial Highlights Headquarters Board Composition Key Management
Not e: Currencies convert ed using spot GBP-CAD exchange rat e of 1.5991 as at 8 February 2011. 1. S ee “ Account ing Mat t ers” .
Regulatory
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S
Not e: LS EG and TMX revenue based on last t welve mont hs dat a as at 30 S ept ember 2010 and year ended dat a as at 31 December 2010, respect ively, except as not ed. Revenue segment s displayed do not imply fut ure report ing segment s. Net revenue shown for NYS E Euronext , NAS DAQ OMX and BM&FBovespa. TMX revenue convert ed using average GBP-CAD exchange rat e of 1.5897 for t he year ended 31 December
EG / TMX LTM int ercompany revenue of £2m / C$3m. TMX revenue adj ust ed for init ial and addit ional list ing fees billed. S ee “ Account ing Mat t ers” . LS EG revenue includes net t reasury income from CCP and Ot her income. 1. Issuer S ervices, Cash Equit ies & Fixed Income Trading & Relat ed, Trading, Clearing & Relat ed (Derivat ives and Energy) are TMX only; Capit al Market s (Primary and S econdary Market s) and Post -Trade S ervices are LS EG only; Informat ion S ervices combines bot h companies’ Informat ion S ervices segment s; Technology S ervices & Ot her combines LS EG’ s Technology S ervices, Ot her revenue and Ot her income wit h TMX’ s Technology S ervices and Ot her. 2. Based on unaudit ed financial dat a. LS EG and TMX revenue based on last t welve mont hs dat a as at 31 December 2010. Correct ed 16 March 2011. 3. Post -Trade S ervices also includes LS EG’ s net t reasury income from CCP. Excludes TMX’ s post -t rade revenue, which are included in Trading, Clearing & Relat ed (Derivat ives and Energy). 4. S GX has announced t he acquisit ion of AS X, but t he t ransact ion has not yet closed. AS X last t welve mont h revenue as at 30 June 2010.
International Scale
(3)
Increased Scale Increased Reach Increased Scope
Revenue by Business (1) Revenue by Geography (2) Revenue by Exchanges
BME HKE SGX-ASX BM&FBOVESPA ICE NASDAQ OMX LSEG + TMX NYSE Euronext Deutsche Borse CME
(4)
North America 38% UK 31% Italy 16% Other 14%
£1bn £2bn C$1.6bn C$3.2bn Issuer Services 13% Technology Services & Other 7% Information Services 26% Post-Trade Services 12% Cash Equities & Fixed Income Trading & Related 7% Trading, Clearing & Related - Derivatives 5% Capital Markets 27% Trading, Clearing & Related - Energy 3%
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Cash Equities Cash Fixed Income Derivatives Energy Post-Trade
Trading and Post-Trade Issuer Services Information Services
Global and Large-Cap Venture / SME
Technology Services
Not e: Businesses displayed are 100%
EG or TMX, wit h t he except ion of CanDeal (47%
E (50%
EG).
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6,707 5,034 3,532 3,452 3,345 2,777 2,293 LSEG + TMX Bombay SE NASDAQ OMX NYSE Euronext BME SGX - ASX Tokyo SE
#1 Venue by Number of Listings
S
#1 Venue by Number of Venture or Alternative Marketplace Listings
Trading & Post-Trade Issuer Services Information Services Technology Services
S
by World Federat ion of Exchanges, December 2009. Correct ed 16 March 2011.
202 202 185 174 3,679 1,026 LSEG + TMX Korea Exchange Luxem- bourg SE SIX Sw iss Tokyo SE HKEx
#1 Venue by Number of Mining & Energy Listings
S
LSEG 9% Other 43% TMX 48%
1. Updat ed 25 March 2011.
(1) (1)
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50 100 150 200 2003 2004 2005 2006 2007 2008 2009 2010 IDEM MX 5 10 15 20 2005 2006 2007 2008 2009 2010 NGX
Trading & Post-Trade Issuer Services Information Services Technology Services
Cash Equities Post-Trade
settlement services
in t he UK, Canada and Italy
0% 25% 50% 75% 100% Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec UK Canada Italy
2010 share of cash equit ies t rading
exchange-traded and OTC clearing
derivatives products
products
Derivatives
Italian, UK, Nordic and Russian equity/ fixed income derivatives
Average daily volume (000s)
Energy & Commodities
electricity products
Millions of t eraj oules
‘05–‘10 CAGR: 13% 72% 65%
Cash Fixed Income
platform in Europe
and UK
gas/ crude oil & financial gas/ power products
MX CAGR: 14% IDEM CAGR: 14%
MTS Cash (€bn) MTS Repo (€bn)
250 500 750 1,000 5,000 10,000 15,000 20,000 MTS Cash (LHS) MTS Repo (RHS) Q4’09 Q1’10 Q4’10 Q2’11 Q3’11 Q2’10 Q3’10 Q1’11
MTS Repo CAGR: 48% MTS Cash CAGR: 31% 85%
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60,000 120,000 180,000 240,000 300,000 40,000 80,000 120,000 160,000 200,000 LSE (LHS) Borsa Italiana (LHS) TSX/TSX-V (RHS) MX (RHS)
FTSE - Global Indices Leadership
25 50 75 100 2004 2005 2006 2007 2008 2009 (£ millions)
Not e: Chart represent s 100%
E revenues.
‘04 –‘09 CAGR: 22%
International Real-Time Data Distribution
Trading & Post-Trade Issuer Services Information Services Technology Services
LS E / Borsa It aliana # of Prof essional Terminals TS X / TS X-V / MX # of S ubscript ions and Equivalent (1) FY ‘04 FY ‘05 FY ‘06 FY ‘07 FY ‘08 FY ‘09 FY ‘10
Robust Offering of Data Services
Not e: LS EG revenue based on last t welve mont hs as at 30 S ept ember 2010; TMX revenue based on year ended 31 December 2010. LS EG revenue: Real Time Dat a and Ot her Informat ion S ervices; TMX revenue: Real Time Dat a, Online / Hist orical / Ot her, 3rd Part y Dat a, Derivat ives, Dat a Delivery S
Revenue Breakdown
1. Includes a base number of subscript ions for cust omers t hat have ent ered int o ent erprise agreement s.
Real Time Data - LSEG 36% Derivatives 4% Real Time Data - TMX 21% Online / Historical / Other 3% Other Information Services 27% Data Delivery Solutions 6% Fixed Income 3%
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OLA: leading derivatives trading/ clearing technology
Trading & Post-Trade Issuer Services Information Services Technology Services
(53.8% Ownership)
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MEs to attract new listings
/ S horcan) and B2C (Bondvision / CanDeal)
Trading and Post-Trade Issuer Services Information Services
Targeting revenue benefits of £35m (C$56m) in year three growing to £100m (C$160m) in year five
Cash Equities Cash Fixed Income Derivatives Energy Post-Trade
Technology Services
Not e: Currencies convert ed using spot GBP-CAD exchange rat e of 1.5991 as at 8 February 2011.
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OLA technology across derivatives platforms
Non-IT Total IT
Not e: Currencies convert ed using spot GBP-CAD exchange rat e of 1.5991 as at 8 February 2011. LSEG / TMX combined expense base excludes depreciat ion and amort isat ion
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(£ / C$ in millions)
(30 S ept ember 2010 LTM)
(31 December 2010 LTM)
Revenue – Reported (2)
£633 / C$1,027 £362 / C$575 £995 / C$1,603
Revenue – Billed (2,3)
£633 / C$1,027 £394 / C$626 £1,026 / C$1,653
Operating Cash Flow (4)
£252 / C$410 £176 / C$280 £428 / C$690
Net Debt / Billed EBITDA (3)
1.3x 0.5x 1.0x
Market Capitalisation (5)
£2.4bn / C$3.9bn £1.9bn / C$3.0bn £4.3bn / C$6.9bn
Not e: Currencies convert ed using average GBP-CAD exchange rat e of 1.6238 for LTM ended 30 S ept ember 2010 and 1.5897 for LTM ended 31 December 2010. 1. Financial met rics include int ercompany revenues of £2m / C$3m and expenses of ~£1m / C$2m for t he LTM ended 31 December 2010. 2. LS EG revenue includes net t reasury income from CCP and Ot her income. 3. S ee “ Account ing Mat t ers” . TMX revenue and EBITDA adj ust ed for init ial and addit ional list ing fees billed. Debt adj ust ed for cash and market able securit ies above int ernal t arget . 4. “ Net cash inflow from operat ing act ivit ies” as report ed by LS EG and “ Cash Flows from Operat ing Act ivit ies” as report ed by TMX. Correct ed 16 March 2011. 5. Fully dilut ed market capit alisat ion as at 8 February 2011 convert ed using spot GBP-CAD exchange rat e of 1.5991. 6. S ee “ Account ing Mat t ers” .
Expected to be accretive to adjusted earnings per share (6) (post-cost synergies) in year one
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Shareholder Votes Posting of Documentation
EG Extraordinary General Meeting
pecial Meeting of S hareholders
Canadian plan of arrangement information circular
announcement (1)
Timetable Key Approvals
following announcement
Approvals
Investment Canada Act Competition Act Ontario S ecurities Commission / Autorité des Marchés Financiers / Alberta S ecurities Commission / British Columbia Securities Commission Canadian court approval in relation to the plan
Hart-S cott-Rodino Act / S ecurities and Exchange Commission Financial S ervices Authority (FS A) / United Kingdom Listing Authority (UKLA) Commissione Nazionale per le S
/ Bank of Italy S hareholder approvals UK merger and other filings may be required
Canada US UK Italy Shareholder Other
Timing
1. Updat ed 16 March 2011.
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Wayne C. Fox Chairman Non-Execut ive Chris Gibson-Smith Deput y Chairman Non-Execut ive Paolo Scaroni Deput y Chairman Non-Execut ive Xavier Rolet CEO Execut ive Direct or Tom Kloet President Execut ive Direct or Raffaele Jerusalmi CEO Borsa It aliana Execut ive Direct or Michael Ptasznik CFO Execut ive Direct or
EG (envisage three from Borsa Italiana) and seven nominated by TMX
across TMX and LS EG
Merged Group TMX LSEG
London Joint HQ Milan & Rome Calgary Montreal Toronto Joint HQ
Int ernat ional List ings, Technology S
Informat ion S ervices & Post - Trade Cent re Global Primary Market s (List ings & Ot her Issuer S ervices) & Global Finance; Technology Development & S ervices Global Fixed Income & Equit ies Trading & European Post - Trade Cent re; Technology Development & S ervices Global Energy Cent re; Joint HQ for TS X Vent ure Exchange Global Derivat ives Cent re; Technology Development & S ervices
Colombo
Technology Development & S ervices
Vancouver
Joint HQ for TS X Vent ure Exchange
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1. S ee “ Account ing Mat t ers” .
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FORWARD-LOOKING INFORMATION This presentation, including oral statements made by LS EG and TMX or our representatives, contains “ forward-looking information” (including as defined in applicable Canadian securit ies legislation). This information is based on the current expectations, assumptions, proj ections and estimates that the management of LS EG and TMX believe to be relevant as of the date of t his presentation. This information is naturally subj ect to uncertainty and changes in circumstances. The forward-looking information contained in this presentation includes statements relating to the expected effects of the merger on LS EG and TMX and/ or the merged group such as information relat ed to the anticipated effect on financial performance, growth opportunities, expected dividend policy, anticipated revenue and cost synergies, business st rategies and the development of new product s and services, the expected timing and scope of t he merger, and other statements other t han historical fact s. Forward-looking information includes statements typically containing words such as “ will” , “ may” , “ should” , “ believe” , “ int ends” , “ expects” , “ anticipates” , “ targets” , “ estimates” and words of similar import,
EG and TMX believe that the expect ations, assumptions, proj ections and estimates reflect ed in such forward-looking information are reasonable, LS EG and TMX can give no assurance that such expectations, assumptions, proj ections and estimates will prove to be correct. By its nature, forward-looking information involves risk and uncertainty because it relates to events and depends on circumstances t hat will occur in t he fut ure. There are a number of factors that could cause actual result s and developments to differ materially from those expressed or implied by such forward looking information. These factors include the satisfaction of t he conditions to the merger and regulatory requirement s, as well as additional factors, such as: future levels of revenues being lower t han expected; conditions affecting the industry; local and global political and economic conditions; unforeseen fluctuations in trading volumes; competition from other exchanges or marketplaces; changes in t rading syst ems commonly relied upon by market part icipants; foreign exchange rate fluct uations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; t he impact of any acquisitions or similar transactions; competitive product s and pricing pressures; success of business and operat ing initiatives; failure to retain and attract qualified personnel; failure to implement strategies; whether internationally or in t he places LS EG or TMX or any of their respective affiliated companies do business, or the merged group will do business are less favourable than expect ed; and/ or conditions in the securities market are less favourable than expected and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking information. Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual result s. Neither LS EG nor TMX nor any of t heir respective affiliated companies undertakes any obligation to update or revise forward-looking information, whet her as a result of new information, future events or otherwise, except to the extent legally required. INTELLECTUAL PROPERTY AIM, London S tock Exchange, the London S tock Exchange coat of arms device are registered t rade marks of London S tock Exchange plc. Main Market is a trade mark of London S tock Exchange plc. Borsa Italiana, the Borsa Italiana logo and IDEM are regist ered t rade marks of Borsa Italiana S .p.A., MOT and IDEX are deposit ed trade marks of Borsa Italiana S.p.A. CC&G is a regist ered trade mark of Cassa di Compensazione e Garanzia S .p.A. Monte Titoli S .p.A. is a registered trade mark of Monte Titoli S .p.A. BondVision and MTS are registered t rade marks of Mercato dei Tit oli di S tato S.p.A. FTS E is a regist ered trade mark of London S tock Exchange plc and The Financial Times Limited and is used by FTS E Int ernational Limited under license. EDX and EDX London are registered trade marks of EDX London Limited. MillenniumIT is a registered trade mark of Millennium Information Technologies Limited. Turquoise is a registered trade mark of Turquoise Trading Limited. TMX, the TMX design, TMX Group, TMX Datalinx, Toronto S tock Exchange, TS X Venture Exchange, NGX, TS X Quantum, the TS X Quantum design, PC-Bond, and t he PC-Bond design are t rade-marks of TS X Inc. MX, S OLA, Montréal Exchange and their respective designs are registered t rade-marks of Bourse de Montréal Inc. Equicom is a trade-mark of The Equicom Group Inc. S horcan and Shorcan Energy Brokers are trade- marks of S horcan Brokers Limited. CDCC and the CDCC design are registered t rade-marks of Canadian Derivatives Clearing Corporat ion. BOX and the BOX design are t rade-marks of Boston Options Exchange Group, LLC.
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ACCOUNTING MATTERS LS EG reports under IFRS and the merged company will report under IFRS. TMX will report under IFRS commencing 1 January 2011 but, unless otherwise indicated, financial information contained in this presentation with respect to TMX has been compiled based on Canadian GAAP in effect at 31 December 2010. Adj usted earnings per share is derived from IFRS basic earnings per share adj usted to exclude the impact of exceptional items (being items of income and expense that are material by size and/ or nature and are non-recurring) and amortisation of acquired intangible assets. It is not a measure required under IFRS, does not have standardised meaning under IFRS and, t herefore, may not be comparable to similar measures present ed by other peers. We may present t his measure in order to quantify the impact of combining LS EG and TMX on financial performance. In det ermining accretion of adj usted earnings per share,
TMX revenue adj usted for initial and additional listing fees billed (“ billed revenue” ) is a Non GAAP measure because under Canadian GAAP in effect until 31 December 2010, the date of TMX’ s most recent financial reporting, revenue from init ial and additional listing fees are amortised over a t en-year period. The following is a reconciliation of TMX report ed revenue to TMX billed revenue: A detailed reconciliation of TMX Non-GAAP to GAAP revenue and t he rationale for present ing t his measure is described in TMX's 2010 Annual MD&A which is posted on it s websit e at www.tmx.com Net Debt / Billed EBITDA is a Non GAAP measure and does not have a standardised meaning under Canadian GAAP and, t herefore, may not be comparable to similar measures presented by other peers. We may present t his measure in order to quantify the impact of combining LS EG and TMX on leverage. The following is a reconciliation of TMX report ed income from operations to billed EBITDA and 2010 Gross Debt to 2010 Net Debt:
(in millions of dollars) Year Ended 31 Dec 2010 2010 Reported Revenue $575.5 Initital and additional listing fees - reported ($84.7) Initital and additional listing fees - billed $134.8 2010 Billed Revenue $625.6 (in millions of dollars) Year Ended 31 Dec 2010 2010 Income from Operations $289.0 Amortization $32.3 Initital and additional listing fees - reported ($84.7) Initital and additional listing fees - billed $134.8 2010 Billed EBITDA $371.4 (in millions of dollars) Year Ended 31 Dec 2010 2010 Gross Debt $429.8 Cash, Cash Equivalents and Marketable Securities ($330.4) Target Minimum Balance of Cash and Marketable Securities $100.0 2010 Net Debt $199.4
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24 February 2011
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Total Listings Total Market Capitalisation (C$ billions)
(1)
Industry
LSEG+TMX LSEG+TMX
Mining
1,531 203 1,734 $563 $636 $1,199
Oil & Gas
394 169 563 425 1,372 1,798
Clean Technology
132 123 255 18 50 68
Financial Services
124 344 468 484 1,304 1,788
Other
1,560 2,127 3,687 788 3,482 4,270
TOTAL
3,741 2,966 6,707 $2,278 $6,844 $9,122
S
EG Disclosure, World Federat ion of Exchanges.