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NYSE Euronext listed companies are among the world’s best. They range from “blue-chip”
companies, to world-leaders in their business area, to young, high-growth technology companies.
They meet and adhere to the overall highest listing standards.
New listings at NYSE Euronext group level include transfers from other markets, initial public
offerings, and cross-listing from companies listed on other global exchanges.
As of December 31, 2007, NYSE Euronext and NYSE Alternext were home to approximately
1,155 world-class issuers, including operating companies, closed-end funds and exchange traded
funds.
IPO Showcase
Discover NYSE Euronext's newest listed companies by viewing their IPO announcements.
Listing process
NYSE Euronext group offers several markets for listing : NYSE Euronext (compartments A,B or
C) and NYSE Alternext in Europe, where dedicated teams are responsible for attracting listings
and working with companies to ensure listing requirements are met. Discover the steps to be
listed: There is a market meeting your needs.
HISTORY OF EURONEXT
Euronext N.V. is a pan-European stock exchange based in Paris[1] and with subsidiaries in
Belgium, France, Netherlands, Portugal and the United Kingdom. In addition to equities and
derivatives markets, the Euronext group provides clearing and information services. As of 31
January 2006, markets run by Euronext had a market capitalisation of US$2.9 trillion, making it
the 5th largest exchange on the planet.[2] Euronext merged with NYSE Group to form NYSE
Euronext, the "first global stock exchange".
September 2000: Merger of the exchanges of Amsterdam, Brussels and Paris to form the first
cross-border exchange group, Euronext N.V., a Holding company under Dutch law.
January 2002:
- Euronext Group expands with the acquisition of LIFFE (London International Financial Futures
and Options Exchange).
- Merger with the Portuguese exchange BVLP (Bolsa de Valores de Lisboa e Porto).
2003: Euronext market integration: single cash trading platform, NSC and clearing system,
Clearing 21®, for the whole Group; first phase of migration of derivatives products to LIFFE
CONNECT® completed.
December 2003: Merger of London Clearing House and Clearnet to create LCH.Clearnet,
Europe’s leading provider of clearing and central counterparty services.
Euronext.liffe
Euronext.liffe was formed in January 2002 from the takeover of the London International
Financial Futures and Options Exchange by Euronext. The derivatives activities of the other
constituent exchanges of Euronext (Amsterdam, Brussels, Lisbon and Paris), were merged into
Euronext.liffe. Trading is done electronically through the LIFFE CONNECT platform.
Euronext.liffe offers a wide range of futures and option products on short-term interest rates,
bonds, swaps, equities and commodities.
Volumes in 2004 were split as follows:
Interest Rate: 313.3 million contracts
Equities: 468.8 million contracts
Commodities: 8.0 million contracts
In addition to this, it sells its technology to third parties. Since April 2003, the Tokyo
International Financial Futures Exchange has run on LIFFE CONNECT. Furthermore, in January
2004, the Chicago Board of Trade started electronic trading using e-cbot, which is powered by
LIFFE CONNECT. As a result, the Kansas City Board of Trade, the Minneapolis Grain
Exchange and the Winnipeg Commodity Exchange use LIFFE CONNECT for their overnight
trading.
Deutsche Börse dropped out of the bidding for Euronext on 15 November 2006, removing the
last major hurdle for the NYSE Euronext transaction. A run-up of NYSE Group's stock price in
late 2006 made the offering far more attractive to Euronext's shareholders.[7] On 19 December
2006, Euronext shareholders approved the transaction with 98.2% of the vote. Only 1.8% voted
in favour of the Deutsche Börse offer. Jean-François Théodore, the Chief Executive Officer of
Euronext, stated that they expected the transaction to close within three or four months.[8] Some
of the regulatory agencies with jurisdiction over the merger had already given approval. NYSE
Group shareholders gave their approval on 20 December 2006.[9] The merger was completed on
4 April 2007, forming NYSE Euronext.
Attempted Merger with Deutsche Börse
On November 25, 2008, Deutsche Börse and NYSE Euronext began merger talks which
involved creating a holding company to buyout Deutsche Börse shareholders, then use Euronext
to merge into the new corporation.[10] [11] A deal was reportedly not struck due to valuation
differences. However, such a merger would create the largest exchange in history.
Sopheon plc ("Sopheon") the international provider of software and services that improve the
return from innovation and product development investments, announces its unaudited interim
results for the six months ended 30 June 2009 (the "period") together with a business review and
outlook.
Highlights:
- Revenue visibility now stands at £7.0m for full-year 2009 performance, up from £6.2m
reported in mid June at the AGM. The licensee base now stands at 163.
- Gross cash at 30 June stood at £1.6m. We have renegotiated our debtor-based revolving credit
facilities from $750,000 to $1,250,000, though only $700,000 was drawn at 30 June.
- We introduced Idea Lab(TM), our new idea development software for the front end of the
product innovation process. Sopheon now offers the first software suite in the industry to provide
all-in-one support for strategic product planning, ideation and execution.
Sopheon's Chairman, Barry Mence said: "After our great progress in 2008, we are disappointed
that wider economic conditions in the first half of this year affected the Group's historical pattern
of growth. Nevertheless, we continue to work hard at closing business, and believe that our
considerable pipeline of new sales opportunities will enable us to return to growth in the second
half of the year."
Trading Performance
Following landmark growth in 2008, consolidated revenues for the first half of 2009 were £4.1m
compared to £4.3m in the first half of 2008. As noted in the AGM statement released on 16 June,
the reduction can be attributed largely to delays in closing new license orders. This is borne out
by the overall revenue mix between license, maintenance and services, which was 30:26:44
respectively, compared to 47:27:26 for the same period last year.
Sales performance during the six-month period included 17 new and extension license orders, in
addition to a number of consultancy and services contracts. In spite of the weak economy,
renewals of license rental, maintenance and hosting contracts have held up well, and our
annualised base of such recurring business stands at £4.1m.
We have consistently noted our business dependency on a small number of relatively large deals,
any of which can materially impact the revenue recorded in a particular period. When combined
with current market conditions, this has resulted in deferment of a number of opportunities that
we had expected to close in the second quarter. Several of these prospects attributed the delays to
more stringent approval processes imposed due to market uncertainty. The majority of the
affected prospects remain in active sales cycles and closures to date have resulted in an increase
in full-year revenue visibility from the £6.2m reported at the time of our AGM to £7.0m today.
Based on our current view of the forward sales pipeline, we continue to expect that we will close
several of the delayed opportunities in the second half of the year, in addition to winning new
business which was originally identified for the third and fourth quarters. This will be a major
challenge, but one we will embrace with vigour.
From a geographical perspective, approximately two-thirds of revenues during the first half of
the year were generated in the US, and one third in Europe. This balance of distribution is
generally consistent with prior periods. The Alignent business acquired in June 2007 accounted
for 13% of total revenues recorded in the first half of 2009 compared to 12% for the comparable
period last year. Gross profit, which is arrived at after charging direct costs such as payroll for
client services staff, was £2.8m compared to £3.2m the year before, representing a fall in the
gross margin percentage from 75% to 67%. This reflects the relatively fixed nature of such costs.
We expect the gross margin percentage to continue to fluctuate from period to period, in line
with variation in our revenue mix.
The fall in the value of Sterling has resulted in reported costs being considerably higher across
all parts of our business, since the majority of our staff are based outside the UK. Looking
beyond this apparent overall increase, we have adjusted the staffing mix during the period. Total
staff count at the end of 2008 was 105, up from 96 at the end of June 2008. Coming into 2009, to
sustain a position of product leadership in the market, we recruited additional staff into our
product development team. This was offset by a reduction of staff in other operational groups,
implemented in April. The combination of these changes resulted in a total staff count at the end
of June of 100. The financial benefit of the staff reductions will feed through in the second half
of the year.
The overall operating result for the business during the period was a loss of £892,000 (2008:
profit of £132,000). After net finance costs, which include interest on debt taken on to finance
the Alignent acquisition, the final loss before tax reported for the period is £990,000 (2008:
profit of £54,000). This result includes interest, depreciation and amortisation costs amounting to
£658,000 (2008: £479,000). The majority of this increase is connected with the higher relative
value of the US dollar, which has translated into higher reported costs in Sterling. The EBITDA
result for the first half of 2009, which does not include these elements, was a loss of £330,000
(2008: profit of £533,000).
Intangible assets stood at £4.2m (2008: £3.7m) at the end of the year. This includes (i) £2.3m
being the net book value of capitalised research and development (2008: £1.5m) and (ii) £1.9m
(2008: £2.2m) being the net book value of Alignent intangible assets acquired in 2007. Due to
amortisation and impairment charges, the underlying dollar value of these assets has lowered
since last year. However, the movement in Sterling does not reflect this fully due to the sharp
change in exchange rates year to year.
As part of the funding raised for the Alignent acquisition, Sopheon secured $3.5m of medium-
term debt from BlueCrest Capital Finance LLC ("BlueCrest"). The debt is being repaid in 48
equal monthly instalments and is secured by a debenture and guarantee from Sopheon plc.
BlueCrest also offered the enlarged group an additional two-year $750,000 revolving credit
facility secured on accounts receivable. This has been renewed for a further year at a higher
facility limit of $1,250,000. At 30 June 2009, the balances outstanding on the medium-term debt
and revolving credit facility were $2m (2008: $2.8m) and $700,000 respectively (2008:
$750,000). The equivalent figures in Sterling are £1.2m (2008: £1.4m) and £425,000 (2008:
£377,000) respectively.
Over the last two years we have evolved Sopheon from a single product company to one with a
product family. This has been accomplished through a combination of strategic investment,
partnership activity and an unremitting focus on product development. Our first milestone in this
expansion in scope was in 2007 with the acquisition of Alignent Software, bringing its Vision
Strategist(TM) roadmapping solution into our product set. This was followed last year with the
pivotal release of version 7.0 of our core Accolade® platform.
Most recently, we introduced Idea Lab, an Accolade module designed specifically for use in
generating, nurturing and developing new product ideas. The new solution is the result of a
partnership between Sopheon and Hype Softwaretechnik GmbH, a German-based supplier of
idea management software. Idea Lab has received feature coverage from IT research and
advisory firms such as AMR Research, ARC Advisory and Tech-Clarity. The new offering
expands Accolade's capacity to strengthen the entire product innovation process. At the front end
of the innovation cycle, Accolade's Vision Strategist delivers automated support for the
development of strategic product plans. The plans are socialised, fleshed out and enhanced in
Idea Lab. The most promising strategic concepts migrate from Idea Lab into the user's Accolade-
supported gate or phase-based innovation processes, reducing the time it takes to turn ideas into
products.
Our software belongs to a major class of applications called product lifecycle management
("PLM") solutions that help companies develop and execute their product strategies. The PLM
market is comprised of multiple submarkets. Sopheon is focused on an emerging submarket
called Product Portfolio Management ("PPM") which addresses the business challenges
associated with product innovation, including the management of innovation risk and reward. A
number of vendors of project portfolio management solutions that have historically focused their
software and go-to-market strategies on the project management needs of corporate information
technology organisations continue to step up their attempts to migrate toward the PPM space.
However, several analysts have labelled Accolade as best-of-breed among solutions in the
product portfolio management sub-class, with AMR Research stating that it is the most mature
and has the greatest traction. Moreover, we believe that our software can bring immediate value
to recession-plagued companies that need to reduce costs without undercutting their prospects for
long-term growth. Our solutions help them maximise returns from available resources, while also
supporting their development of programs and strategies that will enable them to accelerate out
of the downturn and emerge with increased competitive strength.
Outlook
Our sales pipeline remains strong, with good lead generation and high levels of activity. Our
challenge is to convert this activity into signed contracts. This task has been made more difficult
by current economic conditions, as customers prolong their investment decisions. Our first-half
performance reflects the impact of this slowing of our sales cycles. We continue to evaluate both
our cost base and our balance sheet, however the board is committed to maintaining its
investment in product and its ability to service customers effectively. Accordingly, any cost
adjustments will be carefully thought through and balanced against expected performance.
As we face the current challenges, we are fortified by our recent achievements. Sopheon's
strategic position continues to strengthen, with a customer base that now includes 163 licensees,
the majority of which are global brands. With the launch of Idea Lab, Sopheon offers the first
software suite in the industry to provide all-in-one support that encompasses innovation strategy,
ideation and execution. We remain convinced that this represents a highly differentiated value
proposition, and are encouraged by strong interest from the market and influential, positive
affirmation from the business analyst community.
Our immediate operational focus is on short-term improvements in revenue and profitability, but
we will continue to drive for strategic progress, and will maintain this balanced approach as we
plan for 2010.
Visibility
Visibility at any point in time comprises revenue expected from (i) closed license orders,
including those which are contracted but conditional on acceptance decisions scheduled later in
the year; (ii) contracted services business delivered or expected to be delivered in the year; and
(iii) recurring maintenance, hosting and rental streams. The visibility calculation does not include
revenues from new sales opportunities expected to close during the remainder of 2009.
EBITDA
EBITDA is defined as earnings before interest, tax, depreciation and amortisation and can be
arrived at by adding back these charges, which amount to £658,000 (2008: £479,000), to the loss
for the period of £990,000 (2008: profit of £54,000).
Trademarks
Accolade®, Idea Lab(TM) and Vision Strategist(TM) are trademarks of Sopheon plc.
All other trademarks are the sole property of their respective owners.
Cautionary Statement
Sopheon has made forward-looking statements in this interim report, including statements about
the market for and benefits of its products and services; financial results; product development
plans; the potential benefits of business relationships with third parties and business strategies.
These statements about future events are subject to risks and uncertainties that could cause
Sopheon's actual results to differ materially from those that might be inferred from the forward-
looking statements. Sopheon can give no assurance that any forward-looking statements will
prove correct.
CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED
30 JUNE 2009 (UNAUDITED)
2009 2008
£'000 £'000
Continuing operations
4,111 4,298
Revenue
(1,339) 1,067
Cost of sales
2,772 3,231
Gross profit
Sales and marketing expense (1,733) (1,489)
1,004 775
Research and development expense
Amortisation of acquired intangible assets 170 170
Other administrative expense 757 665
Total administrative expense 1,931) 1,610
(892 132
Operating (loss)/profit
Finance income 13 32
(111 (111
Finance expense
(990) 54
2009 2008
£'000 £'000
(Loss)/profit for the period (990 54
2009 2008
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AT 30 JUNE 2009 (UNAUDITED)
£'000 £'000
Assets
Non-current assets
189 164
Property, plant and equipment
Intangible assets 4,167 3,689
Other receivable 10 10
4,366 3,863
Current assets
3,642 4,469
Liabilities
Current liabilities
Borrowings 968 778
Deferred revenue 2,201 1,746
4,276 3,891
Non-current liabilities
Equity
Financing Activities
Repayment of borrowings 293 185
33` _
Movement in bank overdrafts and lines of credit
111 111
Finance expense
REGULATORY BODY
Regulatory structure and environment of Euronext
Each of the Euronext exchanges holds an exchange license granted by the relevant national
exchange regulatory authority and operates under its supervision. Each market operator is also
subject to national laws and regulations in its jurisdiction in addition to the requirements imposed
by the national exchange authority and, in some cases, the central bank and/or the finance
ministry in the relevant European country. Regulation of Euronext and its constituent markets is
conducted in a coordinated fashion by the respective national regulatory authorities pursuant to
memoranda of understanding relating to the cash and derivatives markets.
The integration of Euronext’s trading platforms has been fostered and accompanied by regulatory
harmonization. A single rulebook governs trading on Euronext’s cash and derivatives markets,
which contains a set of harmonized rules and a set of exchange-specific rules. The Euronext
Rulebooks are available in the present Regulation section of the NYSE Euronext’s website.
The regulatory framework in which Euronext operates is substantially influenced and partly
governed by European directives in the financial services area. In November 2007, MiFID came
into effect. MiFID is one of the key directives in the Financial Services Action Plan (“FSAP”),
which was adopted by the European Union in 1999 in order to create a single market for
financial services by harmonizing the member states’ rules on securities, banking, insurance,
mortgages, pensions and all other financial transactions.
The progressive implementation by European member states of the FSAP directives has enabled
and increased the degree of harmonization of the regulatory regime for financial services,
offering, listing, trading and market abuse. In addition, the implementation of MiFID by the
European member states has resulted in a reinforcement of the regulators’ authority and control
over market operators’ governance, shareholders and organization.
Euronext Amsterdam
Euronext Amsterdam is governed by the Act on the Financial Supervision of September 28,
2006. Operation of a regulated market in the Netherlands is subject to prior license by the Dutch
Minister of Finance who may, at any time, amend or revoke this license if necessary to ensure
the proper functioning of the markets or the protection of investors. The license may also be
revoked for non-compliance with applicable rules. AFM, together with De Nederlandsche Bank,
acts as the regulatory authority for members of Euronext Amsterdam, supervises the primary and
secondary markets, ensures compliance with market rules and monitors clearing and settlement
operations. The Dutch Minister of Finance also issues declarations of no objection in connection
with the acquisition of significant shareholdings in the operator of a regulated market in the
Netherlands.
Euronext Brussels
Euronext Brussels is governed by the Belgian Act of August 2, 2002 and is recognized as a
market undertaking according to article 16 of the Act. Euronext Brussels is responsible for the
organization of the markets and the admission, suspension and exclusion of members and has
been appointed by law as a “competent authority” within the meaning of the Listing Directive
meaning it is responsible for the admission, the suspension and the delisting of financial
instruments on its markets. The Belgian Minister of Finance, upon CBFA opinion, grants and
revokes the quality of Belgian regulated market to the Belgian market operator for the markets it
operates. The Belgian market operator operates under the surveillance of the Commission
Bancaire, Financière et des Assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen (“CBFA”). The CBFA is also competent a.o. for Prospectus regulation,
Transparency regulation, Market Abuse regulation…
Euronext Lisbon
Euronext Lisbon is governed by the Portuguese Decree - Law no. 357-C/2007, October 31, 2007
which, along with the Portuguese Securities Code and regulations from Comissão do Mercado de
Valores Mobilários (“CMVM”), governs the regime for regulated markets and multilateral
trading facilities, market operators, and all companies with related activities in Portugal as well
as systemic internalizers and financial intermediaries. The creation of regulated market
companies requires the prior authorization in the form of an ordinance from the Portuguese
Minister of Finance, following consultation with the CMVM. The CMVM is an independent
public authority that monitors markets and market participants, public offerings and collective
investment undertakings.
Euronext Paris
Euronext Paris is governed by the French Monetary and Financial Code. Under the French
Monetary and Financial Code, the French Minister of Finance has the authority to confer or
revoke regulated market status upon recommendation of the Autorité des Marches Financiers
(“AMF”) and following an opinion from the French Banking Commission (“Commission
Bancaire”). Market status is granted if the market meets specific conditions for proper operation.
In addition to its status as a market operator, Euronext Paris is approved as a specialized financial
institution and is therefore governed by French banking legislation and regulations (notably the
French Banking Act as amended and codified in the French Monetary and Financial Code),
which means that it is subject to supervision by the Comité des Etablissements de Crédit et des
Entreprises d’Investissement (“CECEI”) and the Commission Bancaire. As the relevant indirect
parent company of Euronext Paris for purposes of banking regulations, Euronext is also subject
to certain reporting and statutory requirements of the Commission Bancaire. As such, it must
comply with certain ratios and requirements including minimum equity requirements and
solvency ratios.
LIFFE
LIFFE (Holdings) plc, a U.K. company, is governed by the U.K. Companies Acts of 1985, 1989
and 2006 (to the extent currently implemented). LIFFE (Holdings) has three principal regulated
subsidiaries in the United Kingdom: NYSE Liffe, Liffe Services Ltd. and Secfinex Ltd.
Each market operator also operates a number of markets that do not fall within the EU definition
of “regulated markets.” Each market operator is subject to national laws and regulations pursuant
to its market operator status.
The following MTFs are operated in Europe for the time being:
Euronext Amsterdam operates two MTFs: Alternext and NYSE Arca Europe ;
Euronext Brussels operates five MTFs: Alternext, Free Market, Easynext, Public Auctions
Market and the Trading Facility;
Euronext Lisbon operates one MTF: “EasyNext Lisbon” (awaiting for the transformation and
merger of the two non-regulated markets from CMVM);
Euronext Paris operates two MTFs: Alternext and the « Free market and Delisted securities »;
SmartPool is a neutral dark liquidity pool created by NYSE Euronext in partnership with J.P.
Morgan, HSBC and BNP Paribas. SmartPool Trading Limited is a MTF approved and regulated
by the FSA; and
NYSE Arca Europe is a pan-European MTF created by NYSE Euronext and approved and
regulated by the AFM.
The NYSE Euronext Regulation section gathers the rules issued by Euronext as market operator
to frame the organisation of the European markets of NYSE Euronext. The Euronext Rulebooks
for the regulated markets currently consists of two books:
Book I contains the harmonised rules (cash and derivatives), including rules of conduct and
enforcement rules that are designed to protect the markets, as well as rules on listing, trading and
membership;
Book II contains all rules of the individual markets that have not been harmonised.
The other markets operated by Euronext have their own dedicated rules. For example, the rules
governing the Portuguese MTF “EasyNext Lisbon” (awaiting for the transformation and merger
of the two non-regulated markets from CMVM) are also included in Euronext Lisbon’s Book II.
Notices/Instructions implement the provisions of the Rule Books. The Notices adopted by
Euronext for the enforcement of Book I apply to all Euronext markets (unless otherwise
specified), while those for the enforcement of Book II are specific to local jurisdictions. The
regulators in Belgium, France, the Netherlands, Portugal and the United Kingdom have approved
the market rules, either collectively (Book I) or in respect of their own jurisdiction (Book II).
While the majority of the rules are harmonized and therefore applicable in all the locations
(Amsterdam, Brussels, Lisbon, London and Paris), some are still non harmonized and therefore
different from one location to another.
The Euronext rules provided in this section are without prejudice to the provisions of the EU
regulations and the relevant National regulations (Belgian, French, Dutch, Portuguese and UK)
applicable to the Euronext Market Undertaking organising such markets and to the companies
listed on these markets and the members active on them.
In addition to Book I, Chapter 4 and 4bis, the Trading Manuals applicable to the platforms NSC
or UTP (Universal Trading Platform) considering the nature of the financial instruments which
have already migrated to the new platform (UTP) gather the rules applicable to the trading in the
Euronext Cash/Securities Markets.
The rules applicable to Multilateral Trading Facilities (MTFs) in the meaning of the MiFID are
presented under the form of Organisational notes/memos for each MTF. The rules of the MTF
may refer to rules applicable to the Regulated markets.