Welcome to ‘Inside Euronext Markets’
As we wrap up this first half of the year, we are thrilled to present you with the latest edition of our newsletter, providing you with all the news and updates of the European Capital Markets from the past six months. This newsletter is published twice a year.
Through this newsletter, we aim to bring you an opening overview of the past six months and insights of market activities from H1 2021, as well as tailored articles on different sides of the Euronext businesses and an overview of all the events you can replay from 2021 so far.
We hope you enjoy this newsletter, and we wish you a pleasant read and a safe summer season!
Editorial from Mathieu Caron, Head of Listing & Corporate Services
Estimated reading time: 1 minutes, 42 seconds
This year, European capital markets have been incredibly active and resilient, despite the challenging environment and adversities posed by the Covid-19 pandemic. European stocks posted solid gains, with most major Euronext indices up double digits in the first half of 2021.
With high fund inflows, increasing investor appetite, and low volatility levels and interest rates, we saw record levels of activity on Euronext markets. Our teams across both Equity & Debt have been actively supporting our issuers in the listing process, helping them make the best use of the market and seize attractive refinancing opportunities. Over the course of H1, Euronext issuers raised a record €54.4 billion via equity (+96% vs H1 2020), and €747 billion via debt (+12% vs H1 2020) to finance their investment ambitions.
In this context, a notable trend intensified: investors being increasingly focused on ESG opportunities. Many sustainable projects successfully came to market and were oversubscribed by investors. At Euronext, we welcomed over 30 cleantech companies and 250 ESG bonds since the start of the year, further strengthening our position as the venue of choice for sustainable issuers. To meet the growing demand for sustainable investment options, we also launched the CAC 40 ESG, an ESG version of the CAC 40, which joins our family of 59 pan-European ESG indices.
Euronext teams have been particularly busy over these past six months, especially as we were delighted to announce the closing of the Borsa Italiana group acquisition in April. This transformational acquisition cements our position as the leading pan-European market infrastructure, as we are the #1 European listing venue for equity financing with close to 1,900 listed companies, representing €6.4 trillion in market capitalisation, facilitating the largest liquidity pool in Europe, with an average €12.1 billion traded every day on our markets.
It is worth noting that to finance the €4.4 billion acquisition, as a listed company in our own right we, too, made use of the markets, successfully raising €3.6bn in less than two weeks via a €1.8 billion rights issue and a €1.8 billion bond issue listed on Euronext Dublin. The outcome of these transactions is a testament to how powerful and efficient capital markets can be for issuers wanting to finance their strategic ambitions, and it exemplifies our role as a key partner for growth.
Looking ahead, we will continue to support issuers in their growth journey, striving to deliver the highest level of excellence, to shape the European capital markets of tomorrow.
Head of Listing & corporate services.
Latest happenings on the capital markets
European capital-raising in H1 2021: ongoing growth
Estimated reading time: 2 minutes, 42 seconds
Seasoned investors in initial public offerings (IPOs) often note wryly that the market is in either feast or famine. The first half of 2021 was definitely a feast.
Against a backdrop of economic recovery, high markets and a significant pipeline of quality issuers, Europe stood out with 257 IPOs, led by Euronext with 103 IPOs. Some landmark names entered the capital markets since January, with the notable examples in Amsterdam of Allfunds, InPost and CTP (raising respectively €1,88 billion, €3.2 billion and €854.2 million at the time of listing), as well as unicorn Believe and tech giant Aramis in Paris. While these operations highlighted the capital raising abilities for large caps, the listings of high-potential SMEs such as NXFiltration in Amsterdam and Hydrogène de France in Paris, raising respectively €170.12 million and €151.20 million at IPO, further exemplified the potential of the capital markets for all ambitious companies looking to scale.
In terms of money raised and market capitalisation, Euronext is the European leader with over €14bn raised and €43bn new aggregate market capitalisation listed. Money raised on our markets through new listings at end of June 2021 is already close to double the amount as that raised in the entire year of 2020.
Following in the footsteps of the US markets, SPACs are being launched in Europe. SPACs such as Accor Acquisition Company, Hedosophia European Growth, Pegasus Acquisition, European Fintech IPO or ESG Core Investments, have listed on our markets, with Euronext leading the charge as the undisputed venue of choice for European SPACs.
In Europe, companies’ appetite for listing operations was sharpened by rising stock markets. Milan’s FTSE MIB index increased by 13% between January and June, and Paris’ CAC 40 index did better yet, managing a 16% rise. In other parts of Europe, Amsterdam’s AEX and Oslo’s OBX increased both by 18% over the same period.
ESG Bonds of all stripes: green, social and convertible
2021 has been a strong year for ESG bond listings, Green bonds in particular, where the issuer must typically allocate the raised funds to specific green project.
The largest Green bond listed on a Euronext venue was April’s €6.5 billion sale of a 30-year bond in Milan by Petroleos Mexicanos, the Mexican oil group, closely followed by AXA IM Global Secured Assets II Designated Activity Company’s €5.8 billion bond listed in Dublin. So far this year we listed 211 bonds, 120% up vs same time last year, putting the number on course to beat even 2020’s impressive total listing record.
Social bonds issuance has been extremely strong this year too. This is another class of ESG bonds whose proceeds are earmarked for socially beneficial activities. An interesting example was May’s SKr 1 billion bond issued by Swedish property company SBB listed on Euronext Dublin. Their business focuses on building affordable housing and essential facilities such as schools. The first four months of the year alone saw 18 social bonds listed on Euronext exchanges – almost as many as the total of 20 for the whole of last year.
Convertible bonds, another type of Debt instrument, is enjoying an even stronger year than in 2020, with 21 listed on Euronext in the first six months – two more than in the whole of 2020. The convertible is a hybrid instrument, a bond that gives the holder the option to convert it into a set number of shares. Investors like them when stock markets are on the up, because this makes the option to change into stock more attractive. A recent example of the growth of this type of offering mixed with ESG component is Edenred’s debut sustainability-linked convertible bond listed on Euronext Access Paris, similar to the Schneider Electric €650m bond listed back in late 2020.
What does the future hold? If anything, the pandemic has strengthened businesses’ determination to solve social and environmental problems. That requires investment, so we can expect companies to keep seeking capital from investors on exchanges across the world.
What makes Euronext the world-leading bond listing venue?
Estimated reading time: 1 minute, 53 seconds
There are a number of reasons as to why an issuer would choose to list their bond.
These reasons can range from wanting to benefit from withholding tax exemptions, a response to an investor requirement, or access to the Eurosystem eligibility funding. Equally, there are a number of exchanges and markets on which issuers can choose to list.
So what is it that attracts issuers to Euronext?
Euronext is the number one global bond listing venue, with over 52,000 debt securities listed and is the only pan European market infrastructure offering domestic and global listing solutions.
This success stems from a number of factors such as product expertise, operational efficiency, competitive fee structures and market choice. With the acquisition of the Irish Stock Exchange, Oslo Børs and Borsa Italiana, Euronext has become the largest debt listing venue in the world.
Euronext Dublin is the Centre of Excellence for Bond listing with its internationally recognised expertise in Debt instruments, its established listing execution system and a strong team of client relationship managers. Circa 85% of Euronext debt listing flow is managed in the Irish capital. This well-functioning system is supported by external professional listing agents assisting issuers in making submissions for bond listings. This ensures that prospectus review times are truly competitive, appealing to issuers with demanding timelines. Issuers are currently guaranteed a three-day turnaround for document reviews on their initial submission, and a two-day turnaround for each subsequent submission. Relationship management both with issuers, their advisors and regulators is an important pillar in ensuring return business and an efficient listing process. A competitive and transparent fee structure also remains key to maintaining Euronext Dublin’s status as a leading bond listing venue.
Euronext has a number of markets that issuers can choose from, with the choice growing again as a result of the addition of Borsa Italiana Group to Euronext earlier this year. Each of these markets offers an issuer-centric approach and can strengthen ties with the local ecosystems. Issuers can benefit from the presence of experienced and knowledgeable local advisors who will support them in choosing the right market for their funding needs.
Being a world-leading bond listing venue means constantly looking at ways to improve service and anticipate new products and trends. An example of this is the establishment in 2019 of the very successful Euronext ESG Bonds platform which consolidates eligible ESG bonds listed on all Euronext markets in one single location.
Euronext is home to more than 850 ESG bonds issued by over 280 issuers, which raised in excess of €600bn, representing circa 44% of total global sustainable issuance.
Adaption to the market environment and forward-looking thinking, along with a strong client centricity approach will ensure that Euronext continues to be the world leader in bond listing.
2 - Navigate capital markets
How to overcome a challenging and competitive Capital Markets landscape
Estimated reading time: 3 minutes, 25 seconds
Investors appear to have found a new appetite for risk, which is encouraging news for issuers but should also sound a note of caution that the market is becoming more competitive. So, how do you, as a listed company, face the associated challenges and hone your offering to use this shareholder momentum in your favour? We’ll answer that shortly; but let us first look at the market as it stands.
How the market looks
Worldwide equity indices show a strong performance in the year to date, illustrating how investors have anticipated the recovery of economies after the Covid-19 downturn. Tech stocks have performed strongly in this environment, with the digital economy being perfectly positioned to meet the challenges of lockdown measures, evolving consumption and working behaviours.
From a more macro-economic point of view, with interest rates hitting record lows, it is not surprising that equities are the current preferred asset class for asset managers and savers. We can find out more about what is driving these investments by deep diving into this trend. Here are the highlights:
- We are progressively returning to the sectoral rotations of old after some volatility over the last year. Recently, the best performing sectors were those most sensitive to the growth outlook, which helped stocks in sectors such as basic resources, energy, construction and materials, for instance.
- Growth stocks are more volatile, depending on central banks’ inflation forecasts, and on the other hand being supported by record-high profits released quarter over quarter by the Big Five technology companies (often known as GAFAM: Google (Alphabet), Apple, Facebook, Amazon, and Microsoft).
- It is noticeable that investors, having sought out growth stocks for months, are now actively pursuing value strategies, where they look for stocks that they feel the market has underestimated.
Analysis shows that institutional investors are continuing to put together money to use for investments, but that the sheer scale of the IPOs on offer (more in the last ten years than ever before) is making them more selective. The challenge for issuers is to meet their increasingly rigorous criteria to win the patronage of investors in both Europe and the US in the face of stiff competition.
According to Euronext’s fund flow overview (source: Morningstar data, as of 31 May 2021), investors are still showing an appetite for long term investments, with an increase of €38 billion flowing into these products during May 2021. Mixed-asset funds are also the order of the day, seeing a very large inflow of €15.1 billion during the same month.
However, inflows slowed on the European small and mid-cap funds, down from €1.6 billion in April 2021 to €232 million in May.
European utilities (leveraged companies sensitive to interest rates evolution) continue to see outflows, with May representing the eighth month in a row that the sector has entered the red, albeit with an improved performance compared with April. Healthcare funds in Europe, real estate funds and consumer goods and services remain the category leaders, which is an accurate representation of the market sentiment at the moment.
Euronext data shows that retail investing is on the ascendancy, making up 5% of the European order book in 2021 – double its presence in 2019. The number of retail investors in Europe has doubled, as stay-at-home rules and high saving rates during the pandemic triggered an investing surge by non-professionals. Interestingly, this was not just a case of ‘buying the dip’ to attempt to make a quick profit from the Covid-19 crisis; Euronext order book statistics show that retail investors have continued to be present, even when markets started to rise again.
What this means for issuers
‘Open market windows’ (high funds inflow, low volatility) have always been characterised by higher competitive conditions (more transactions, more roadshows, but also busy investment bankers) where investors have a multitude of options to choose from when placing their money. It has never been more important for issuers to prepare their equity story, fine tune their guidance, deliver on and even exceed their expectations if they want to prosper.
Important action points for issuers to consider going forward are:
- Selecting advisors (banks, equity advisors, communication agencies and similar) who will be best positioned to help you prepare your capital markets journey
- Knowing who your shareholders are and what types of shareholders you are attracting through portfolio analysis
- Making your equity story as strong and compelling as possible, with an in-depth read-though of peers’ situations, market trends, and key valuation metrics
- Showing ambition and improving your non-financial performance by embracing ESG issues.
The Advisory & IR Solutions team from Euronext Corporate Services can help with all of the above. From conducting a dynamic and strategic analysis of your shareholding structure to targeting new investors with an intuitive CRM, our products and services can support you in making the most of every stage of your capital markets journey. Request a demo of any of our services to optimise your IR workflow in these turbulent times and become more impactful with investors.
3 - Insights from the experts
Are you up to speed with the latest regulations?
Estimated reading time: 2 minutes
MAR regime in Norway
Norway, along with fellow EEA nations Liechtenstein and Iceland, has now incorporated MAR into national law, aligning its market abuse laws with the EU. The regulation and its acts will now form part of Section 3-1 of the Securities Trading Act (verdipapirhandelloven) and Section 3-1 of the Securities Regulations.
Following these changes:
- the scope of the law now extends to include instruments traded on multilateral trading facilities (MTFs) and organised trading facilities (OTFs), plus unlisted instruments that depend on or have an effect on the value of any instruments covered by MAR
- there is a prohibition on anyone in possession of inside information cancelling an order made before acquiring the information
- the scope of the notification obligation for persons discharging managerial responsibilities (PDMR), or primary insiders, extends to cover more instruments and types of transaction
- there are new procedures for conducting and receiving market soundings, including a safe harbour for disclosing inside information
- issuers must give more detail on reasons for delaying disclosure of inside information and how they intend to prevent leaks.
You can find out more from the Financial Supervisory Authority of Norway.
Changes to insider lists for SMEs on growth markets
One common critique of MAR is that the legal obligations are too burdensome for SMEs in growth markets. The European Securities and Markets Authority (ESMA) consulted on decreasing the amount of information that SMEs have to collect for insider lists in jurisdictions that require issuers to list all persons who have access to the information.
Following these consultations, the authority has decided to remove some fields that were previously required, such as the date of birth of the insider. The new template for compiling SME insider lists includes:
- the deal or event that generates the obligation to prepare the insider list
- the name and surname of the relevant person
- the time at which the person gained (and lost) access to inside information
- professional and personal telephone numbers
- identification number
- the grounds for being included in the list.
You can read ESMA’s Final Report relating to SME Growth Markets here.
MAR for SPACs
The last couple of years have seen a rise in the popularity of special purpose acquisition companies (SPACs). These companies, set up to acquire other companies without having to go through a traditional IPO, have thrived during the pandemic, as merging with a SPAC is seen as a safer way to go public in times of volatility.
However, if you are preparing a SPAC, you should be aware that you have to comply with MAR in terms of:
- maintaining insider lists
- disclosure of inside information
- market manipulation.
Managing MAR compliance manually is time-consuming and potentially costly, with fines of up to €1 million per violation. If you want to automate this process and ensure compliance, try Euronext’s digital insider list management solution, InsiderLog.
If you have questions concerning MAR regulations, how they apply to your company and what the requirements are in your country, reach out to your dedicated Listing Account Manager who will assist you in this regard.
Follow-ons: raising funds post IPO
Estimated reading time: 1 minute, 47 seconds
As a result of the pandemic that has rocked the world since December 2019, secondary market activity at the start of the 2020 year was at a relative low compared to previous years, though some sectors showed resilience. Despite this slow start, a total of approximately €56.2 billion was raised through secondary market activity over the course of 2020, in large part by the Consumer Services sector (€22.6 billion) and the Industrials sector (€12.05 billion).
A parallel can be drawn to the hectic primary market activity that was seen across Europe, where certain sectors (Tech in particular) outperformed despite the instability, and rode the volatility wave to achieve successful listing operations.
At the mid-point of 2020, primary markets as a whole were hit by the crisis. However, some of the negative effects were partially offset by rescue funding, as well as context-specific growth opportunities such as follow-on activity. As such, in 2021, secondary market activity took an upward trajectory and exceeded all expectations for follow-on activity. In fact, in April 2021, follow-on activity increased to €5.8 billion, driving well above the average for the previous 12 months, with 111 issuers realising 160 transactions throughout the month.
But what exactly is follow-on activity?
Follow-on activities are available to all our issuers. They can take the form of Rights Offers, where existing shareholders can purchase the right to buy additional shares in a company, generally at a discounted price. Rights are often transferable, meaning that they can be sold on the open market. Alternatively, companies can decide to carry out Accelerated Bookbuilding, where institutional investors are invited to submit bids for number of shares and the price they would be willing to pay, over a very short time period, normally 48 hours or less. Both these activities can allow companies that are already listed on the Exchange to generate more funds as needed to achieve their growth trajectory.
For example, in 2020, JustEat-TakeAway, a leading global online food delivery marketplace connecting consumers and restaurants in 23 countries through its platform, raised €409 million through follow-on activity to meet its capital-raising needs.
In 2021, Euronext itself increased its share capital through a rights offer totalling approximately €1.8 billion, as part of the financing of our acquisition of the Borsa Italiana Group. This transaction accounted for the second largest follow-on transaction in 2021 YTD, following the €2.008 billion rights offer conducted by Alstom SA.
If your company has not yet considered this option as a fund-raising opportunity, contact your dedicated Listing Account Manager to discuss the possibilities that are open to you.