Good morning, good afternoon, good evening, wherever you are. Welcome to this extraordinary general meeting of Euronext N. V. I welcome you on behalf of the Supervisory Board and the Managing Board of Euronext NV. Because of the COVID-nineteen crisis, we are holding this general meeting without you, our shareholder present and without our Board members.
The only persons with me in the meeting room are the company's Corporate Secretary, Paul Turnisher our notary, Mrs. Corin Hollingha and 2 technicians of our subsidiary company webcast as we are webcasting this meeting. Mr. Stephane Bousschnard, our CEO, will participate this meeting by video. Euronext NV is an international company, and its corporate language is English.
Therefore, the general meeting will be conducted in English as announced in articles of association, the general meeting is held in Amsterdam, being the municipality where the company has its legal seat. All shareholders have been called to attend this extraordinary general meeting electronically by the Managing Board and the Supervisory Board by means of a convening notice published on the 9th October 2020 on Euronext website, including the agenda and explanatory notes der Ito. This announcement explains the procedure for shareholders who wish to either provide voting instructions or grant a power of attorney to me, the Chairman of this meeting. Shareholders have been given the opportunity to ask questions before the meeting via an e mail address of the corporate secretary. However, no questions were asked or remarks were submitted to the corporate secretary by shareholders prior to this meeting.
In accordance with corporate governance recommendations, the draft minutes of this meeting will be made available to shareholders within 3 months of the meeting by publication on the website, giving shareholders the opportunity to comment on these minutes during 3 subsequent months. Having taken into account all that has been expressed before, I conclude that this extraordinary general meeting has been convened in accordance with all the applicable rules and the articles of associations of Euronext N. V. And that the general meeting may decide on all items that are placed on the agenda. I will now inform you how many shares are represented at this meeting in person or by proxy and how many votes can jointly be cast.
The shares with voting rights are 69,669,535 shares. And represented shares are 53,349,857 shares. And that means that in percentage of the issued capital present or represented this is 76 0.57%. So the absolute majority of the votes is 26,000,000 674,929 shares. I will go now to the 2nd point on the agenda.
That's a presentation of our CEO on the acquisition of the anti issued share capital of London Stock Exchange Group Holdings Italia SPA. And I would like to invite him to present his presentation. Thank you, Stephane. Go ahead.
Thank you, Mr. Chairman, and good morning, good afternoon, good evening, everybody. I will start with the presentation with a brief political transaction. Then I will introduce the Borsair del E and I group and detail how the combination will create the leading annual end market infrastructure. I will conclude with a review of the financing structure and an update of the expected timeline of the proposed combination.
So I will start on Slide 5. As you know, we have announced publicly on 9 October 2020, the conclusion of a binding agreement with the London Stock Exchange Group to acquire the Borsair Italian Group. The combination of the Humanex and the Borsairalian Group will create the leading Pan European market infrastructure, powered by the largest single liquidity pool in Europe. Together, we will build the backbone of the Capital Markets Union in Europe. So the combined group will have a well diversified business mix covering the full market infrastructure value chain.
1st, the combined group will become the leading venue for equity primary and secondary markets. And second, we'll offer a full suite of post trade services with the addition of a multi asset claim house and the contribution of Montetti Todi, the leading Italian CSC that will more than double the Euronext assets under custody. And lastly, this acquisition will enhance significantly Euronext strategic prospects with the ideal positioning going forward for the combined group to benefit from the changing environment in Europe and beyond. This will translate into new opportunities for geographical expansion, business diversification, product innovation to products to provide superior value for Coca Cola and Global Clients. Let's move to Slide 6.
From a financial perspective, the proposed combination provides our shareholders with a compelling value proposition. The combined group will cross the €1,000,000,000 revenue mark with healthy EBITDA margin profile even prior to the realization of Energy Synergies. Based on the 2019 financials, the combined group would have already generated €1,300,000,000 of revenue at 55 percent EBITDA margin. As of the end of June 2020, on the last 12 month basis, the combined group would have generated €1,400,000,000 of revenue at a 58% EBITDA margin. In addition, the combination is expected to deliver €60,000,000 of run rate synergies by the 3rd year after completion.
We expect to deliver this synergy through, on the one hand, €45,000,000 of expected run rate cost synergies and on the other hand €50,000,000 of expected run rate revenue synergies. So we expect to ensure €100,000,000 of restructuring costs to deliver these cost synergies. All in all, this combination is expected to result in an immediate accretion on adjusted EPS before synergies. And in year 3, post synergies, we expect to double to achieve a double digit EPS accretion. So let's look now at Slide 7 to go through the key elements of the transaction structure.
So the order is to acquire 100% of London Societe and Group Holding Italia SBA, which is the holding company of the Borce Etanera Group for a cash consideration of 4.3 €1,000,000,000 The transaction will be paid in cash and is expected to be financed through a mix of existing cash, new debt and newly issued shares. As part of this, there will be a private placement with Casa Depositi and Preciti Equity and Intesa Sanpaolo, 2 Italian new cornerstone divestitures. This financing structure will allow Euronext to maintain its capital allocation policy to preserve its financial health and to maintain its investment grade profile. In the meantime, the financing is already fully secured through bridge loan facilities fully underwritten by a group of banks. I will now conclude with this overview of the transaction with the key governance evolutions implied in the combination on Slide 8.
The NYORNEX 2 Tier Federal Governance under the Dutch code is perfectly fit for such combination. Italy will be the largest contributor to the revenue of the enlarged group and therefore the guidance will evolve accordingly to reflect this change. Italian representatives will be present at every governance level of the group. GDP Equity and Intesa Sanpaolo will join the Euronext Group of Reference Share Euronext long term views for Euronext Capital Markets. 2 Italian representatives, including the new chairperson, will join the Stuttgartau report of Euronext, while 2 other Italian representatives will join the Euronext extended Managing Board.
I will now move to Slide 10 for a brief introduction of what the Bose Delena Group is. Bose Delena is the leading market infrastructure group of Italy with a set of strong and diversified assets that covers the full financial value chain. The Bonsai del Einar Group operates regulatory markets, a leading fixed income trading platform with significant presence across European markets, a multi asset clearinghouse with capital ring capabilities and a CSP with more assets under custody than the 3 other Eurex CSDs together. Moving to Slide 11, as you can see the Borsego Line Group displays a very healthy financial profile. In 2019, it reported BOSS464,000,000 of revenue with a strong contribution from post trade activities, which represent 37% of the total revenue of the group and fixed income trading representing 16% of the group revenue.
It reported also an EBITDA of €264,000,000 growing at 10% CAGR since 2017. Let's move now to Page 13 to review the revenue profile of what will be the combined growth. First of all, the combined group will benefit from a more diversified business mix. It will be more balanced. It will further reinforce your next positioning and it will offer additional asset classes for trading to its clients.
This will notably translate into an increased contribution from post trade activities and enhanced trading capabilities. As shown on Slide 14, the combined group will be positioned as a leader in Europe. The combined group in Europe will be the largest cash equity trading venue, but it will also be the 1st equity capital raising venue. It will also be the largest pool of listed companies by market capitalization and it will be the 2nd largest venue for a TRILI. So let's move to Slide 15.
As you can see, Euronext and Borsaint Alenac Group's value propositions are now not only cededgentity listing, cash trading and CSD, but also very complementary in fixed income trading and in clearing. The combined group will be positioned definitely as a leading one stop shop player for market infrastructure services in Europe, fully integrated along the value chain. Let's talk for a moment on Slide 16. The bauxite, Telenet Group and Euronext not only share a common vision for European Capital Markets, but we also share a common ambition for accelerating the transition towards sustainable growth with strong environmental, social and governance culture and product share between our 2 organizations. Therefore, the combined group will be in a position to deepen ESG bonds franchise, including Bloemons, to support ESG focused indices initiatives, to roll out ESG corporate services.
All in all, the combined group will pursue a dual ambition, drive investment in innovative, sustainable products and services, while at the same time, inspiring, promoting, enabling, facilitating tangible sustainable practices. Moving to Page 17, I would like to further emphasize the significant impact that the proposed combination will have on the geographical revenue on the geographic revenue profile of Euronext. The group continues to expand its geographic footprint in Continental Europe and the combination further balances our revenue mix as Italy will become the largest contributor of the combined group revenue with 34% of the group's revenue being generated from the Onex Companies paid in the year. Now moving to Slide 18 to review more in detail the governance evolution following the proposed combination. First of all, as I said during my introductory remarks, Euronext federal model is perfectly fit to welcome and adjust to the contemplated combination.
The acquisition of the Bostreira EMEA Group is a natural addition to our federal model and to our federal governance. Within the combined group, the supervisory board will be composed of 10 members with an independent Italian member becoming chair and the representative of GDP joining ECB Equity joining the Supervisory Board. The CEO of Boursse Dallaire will join the statutory managing board and leaders of the Borce Etienne Group's key businesses will join the extended margin. From a regulatory perspective, Conso, the Italian Financial Supervisory Authority will be invited to join the Euronext's range of regulators, preserving its regulatory oversight of Port Said Align Group, while having at the same time the opportunity to coordinate the supervision of the combined group at European level. Lastly, GDP Equity and Intesa Sanpaolo will join the Runex reference shareholders.
Let's now turn to Page 19 to highlight the significant synergy potential identified for the combined group. We expect to extract a total of €60,000,000 of run rate synergies in year 3 from the combined group consisting of first €45,000,000 of run rate cost synergies primarily through first the rollout of our optic trading platform to both asset and asset and derivative markets. 2nd, B meaning additional technology synergies through enhanced cooperation between our CLD businesses. And 3rd, through the leveraging of the combined group capabilities, processes, central functions and systems. In addition, we expect to generate €15,000,000 of run rate revenue synergies, which will rise from a deeper liquidity pool, larger investor base benefiting the combined cash ETF trading and listing franchise, the rollout of our corporate services in Italy, growth opportunities for market data activities and the acceleration of the expansion plans of the Italian assets across Europe.
These expected synergies will contribute to the improvement of the group EBITDA margin. Lastly, as I indicated earlier, we expect restructuring costs to amount to €100,000,000 in order to deliver these synergies. I will now lay out briefly the financing and the expected timeline of the contemplated transaction starting on Slide 21. The total cash consideration for 100% of the only company of the wholesale group is €4,300,000,000 excluding customary closing adjustments. The consideration will be financed through a mix of first, existing available cash for €1200,000,000 new debt issuance for €1,800,000,000 through the issuance of a long term senior debt and the private placement with the GDP Equity and Intesa Sao Paulo for approximately €700,000,000 to accrue at completion of the transactions.
And finally, a rights offer to all our shareholders for approximately €1,700,000,000 I would like to insist on the following. The financing is secured by the fully underwritten loan facilities. 2nd, we do not expect any change in the group dividend policy following this transaction. And 3rd, we remain fully committed to maintain an investment rating for your next and Mi, namely BBB. Let me now run you through the key milestones and the closing and conditions of transactions on Page 22.
First of all, please note that this time line is indicative and subject to adjustment, but it is accurate as of today. In terms of the next milestones, we expect to complete the regulatory and completion reviews by the end of the 1st semester 2021 when we expect to complete the transaction and complete the private placement and rights offer. Regarding the closing conditions, 2 have already been satisfied, namely the approval by the shareholders of London Stock Exchange Group, who approved the proposed combination on 3rd November and the German Federal Capital Office, which approved the transaction on the 11th November. The completion of the proposed combination is now depending on first the general meeting we are having today to approve the proposed combination. 2nd, several regulatory approvals in Italy, in the UK, in the U.
S, in Belgium and in France. 3rd, a declaration of non objection from the Euronext College of Regulators and 4th, the outcome of the European Commission's review of the London Stock Exchange Group acquisition of Refinitiv and that transaction closing in accordance with its snubs. Lastly, on Slide 23, I would like to share some additional comments on today's EGA. The Managing Board and the Supervisory Board of YorkNEXT had unanimously approved the transaction as they consider it to be in the best interest of Yorex, its shareholders and other stakeholders and therefore ask that shareholders vote in favor of the resolutions table at this extraordinary general meeting. The reference holders of Euronext support the proposed combinations and that each side and even look forward undertaking to vote in favor of the resolutions table at the extraordinary general meeting of today.
Thank you. I now hand over to you, Mr. Chairman.
Stefan, thank you very much for this overview. And we're now going to proceed to the 3 resolutions to be approved in relation to the proposed combination. I refer to the explanatory notes to the agenda this meeting and the shareholder circular that was published on our website when this meeting was convened for more information. As mentioned in the expiratory notes, the resolution proposed under Agenda Item 3A through 3C are inextricably linked together, and therefore, they should all be adopted by the general meeting in order to become effective. The first voting item in this meeting is the approval of the proposed combination pursuant to the Section 2.107A of the Dutch Civil Code.
As no shareholders or the representatives are present in this meeting, I have been informed about the outcome of the votes that have been cast in advance of this meeting. BNP Paribas Security Services, the company's registrar represented in Euroclear France, in its turn representing in this meeting a total of 53,300 and 18,522 shares informed me that it has been instructed to vote as follows: 4,097 votes against this item, the 1,000 votes as abstentions and 53,313,425 votes in favor of this item. I, in my capacity as Chairman of this General Meeting, have received powers of attorney for 31 1,335 shares in total. All these are being cast in favor of this item. So the outcome of this vote is therefore as follows: 4,097 votes against this item, 1,000 votes as abstentions and 53,000,000,344,760 votes in favor of this item.
The proposed combination has been approved pursuant to the Section 2. 107A of the Dutch Civil Code. We will now proceed to the next item. The second voting item in this meeting is the proposal to designate the Managing Board as the corporate body authorized to issue shares and or to grant rights to subscribe for shares and exclude or limit related preemptive rights in connection with the proposed combination. This item relates to the issuance of new ordinary shares in the capital of the company in the private placement with CDP Equity and Intesa Sanpaolo.
BNP Paribas Security Services informed me that it has been instructed to vote as follows: 46,700 sorry, 46,765 votes against this item, 0 votes as abstentions and 53,271,000 757 votes in favor of this item. The 31,335 votes that I cast pursuant to the powers of attorney granted to me in my capacity as Chairman of this meeting are all in favor of this item. So the outcome of this vote is therefore as follows: 46,765 votes against this item, 0 votes as abstention and 53,000,000,300,390 2 votes in favor of this item. The proposal to designate the Managing Board as the corporate body authorized to issue shares and or to grant rights to subscribe for shares and exclude or limit related preemptive rights in connection with the proposed combination, therefore, has been approved. We will proceed to the next item.
The 3rd voting item in this meeting is the proposed is the proposal to designate the Managing Board as a corporate body authorized to issue issue shares and or to grant rights to subscribe shares and exclude or limit related preemptive rights in connection with the proposed combination. This item relates to the issuance of new ordinary shares in the capital of the company in a rights offer to existing shareholders. BNP Paribas Security Services informed me that it has been instruction to vote as follows: 10,781 votes against this item, 0 votes as abstentions and 53,307,700 and 41 votes in favor of this item. The 31,335 votes that I cast pursuant to the powers of attorney granted to me in my capacity of Chairman of this meeting, are in favor of this item. Therefore, the outcome of this vote is as Therefore, the outcome of this vote is as follows: 10,781 votes against this item, 0 votes as abstention and 53,339,176 votes in favor of this item.
So the proposal to designate the Managing Board as the corporate body authorized to issue shares and or to grant rights to subscribe for shares and exclude or limit related preemptive rights in connection with the proposed combination has been approved. So therefore, I note that all resolutions with regard to the proposed combination with Borje Itlian have been approved and would like to take the opportunity to thank our shareholders for their confidence in the company. And I would also like to thank the Managing Board and all other employees of Euronext who have contributed in this deal. Thank you very much. And that, ladies and gentlemen, is the end of the meeting.
Thank you very much.