Attached files
| file | filename |
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| 8-K - FORM 8-K - INTERCONTINENTALEXCHANGE INC | t68469_8k.htm |
| EX-99.1 - EXHIBIT 99.1 - INTERCONTINENTALEXCHANGE INC | ex99-1.htm |
Exhibit
99.2
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IntercontinentalExchange
and Climate ExchangeGlobal Emissions MarketsTransaction OverviewJuly 8,
2010
www.theice.com
Exhibit
99.2
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FORWARD-LOOKING
STATEMENTS
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Certain
statements in this presentation may contain forward-looking information
regarding ICE, Climate Exchange and the combined company after the
completion of the transaction and are intended to be covered by the safe
harbor for “forward-looking statements” provided by the Private Securities
Litigation Reform Act of 1995. These statements include, but are not
limited to, the benefits of the transaction, including future strategic
and financial benefits, the plans, objectives, expectations and intentions
of ICE following the completion of the transaction, and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of ICEs management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
For
a discussion of additional risks and uncertainties, which could cause
actual results to differ from those contained in the forward-looking
statements, see ICE's Securities and Exchange Commission (SEC) filings,
including, but not limited to, the risk factors in ICE's Annual Report on
Form 10-K for the year ended December 31, 2009, as filed with the SEC on
February 10, 2010.
You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this announcement. Except for any obligations to
disclose material information under applicable laws, ICE undertakes no
obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date of this
presentation.
Important
Merger Information
The
transaction relates to the shares of an Isle of Man public limited company
and was made by means of scheme of arrangement under Isle of Man company
law (the Scheme) and under the UK City Code on Takeovers and Mergers (the
Code). The Scheme was
not
subject to the tender offer or proxy rules under the United States
Securities Exchange Act of 1934, as amended. Accordingly, the Scheme was
subject to the disclosure requirements, rules and practices applicable to
schemes of arrangements in the Isle of Man and under the Code, which
differ from the requirements of the United States tender offer and proxy
rules.
This
communication does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval
in any jurisdiction.
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COMPELLING
STRATEGIC RATIONALE
.
Leading global emissions marketplace; builds on technology and clearing
partnership
.
Growing, early-stage emissions markets in Europe with optionality in U.S.
and Asian markets
.
Increases scale, distribution and cross-selling; leverage utilities market
customer base for new product development and capital
efficiency
.
Integration of technology, clearing, operations and customer
support
.
ECX volumes +97% in FY09 and +27% yty in 1H10; open interest approaching
1MM contracts
.
Phase III of European Emissions Trading Scheme (EU-ETS) to take effect in
2011; addition of auctioning and new industries
.
Increase product and geographic diversification with European exchange and
Asian reach
.
Enhance customer diversification with additional industrial firms across
the U.S. and Europe
Leverage
ExistingPartnership
Growth
&
Diversification
Transaction
Economics
FinancialGuidance
1
.
All cash transaction: £7.50 in cash per CLE share; total of £395 MM ($597
MM)
.
$377 MM from existing cash resources, $220MM from ICE’s existing credit
facilities
.
Pro-forma ICE Futures Europe rolling 3-month RPC:1Q10 = $1.65, 2Q10 =
$1.62
.
CLE LTM revenues net of ICE revenue share totaled $38 MM through
1Q10
.
Selected pro-forma financials for 2009 and for 1H2010 to be provided in
August
.
ICE expects accretion in 2011, negligible dilution in 2010
.
ICE expects acquisition expense in the range of $1 MM -$2 MM in 2Q10 and
$6 MM -$7 MM in 3Q10, to be included in GAAP EPS and excluded in non-GAAP
EPS
.
ICE expects $14 MM charge in 2Q10 relating to currency hedge, to be
reported in “other expense”, below operating income; to be included in
GAAP EPS & excluded in non-GAAP EPS
.
Additional financial guidance to be provided with ICE’s 2Q10 earnings
release on 8/4/10
1
Please see press release issued on 7/8/10 for complete guidance
information
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CLIMATE
EXCHANGE OVERVIEW
Climate
Exchange (CLE)
London-based,
8 employees
European
Climate Exchange
(ECX)
Chicago
Climate Exchange
(CCX)
Chicago
Climate Futures
Exchange
(CCFE)
Business
. European emissions futures markets
.
U.S. futures exchange for emissions
.
U.S. OTC emissions markets
Clients
. European industrial, brokers, financial institutions, funds
.
Industrials, brokers, financial institutions, funds . Industrials,
brokers, financial institutions, funds
Products
&
Innovations
.
Futures and options on European Union
Allowances
(EUAs)
.
Futures and options on Certified Emissions
Reductions
(CERs)
.
Carbon, SO2 and NOx
.
Renewables markets
.
Carbon Financial Instruments
1H
2010
Performance
.
ADV 27K contracts, +27% yty
.
Open Interest: 947K contracts, +41% yty
.
ADV 2.1K contracts, -56% yty
.
Open Interest: 154K, +10% yty
.
ADV 93 contracts
.
’09 Baseline emissions up to 680MM metric tons,
+13%
vs. 2008
Revenue
Model
.
Trading and Clearing fees
.
Registration and Membership fees
.
Trading and Clearing fees
.
Registration and Membership fees
.
Trading and Clearing fees
.
Registration and Membership fees
Electronic
and
Block
Trading
.
Electronic markets listed on ICE Futures Europe
.
Electronic futures markets listed on ICE . Electronic OTC markets listed
on ICE
Statistics
. Trading commenced in 2005
.
8 employees
.
Based in London
.
Formed in 2004
.
13 employees
.
Based in Chicago
.
Formed in 2000, trading in 2003
.
37 employees
.
Based in Chicago
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0
250
500
750
1,000
1,250
1,500
1,750
2,000
GROWTH
DRIVERS AND VOLUME TRENDS
5
European
Market Opportunity
Long-term
Growth Drivers
.Global
focus on emissions, risk management and energy alternatives
.Phase
III in EU Emissions Trading Scheme (EU-ETS) in 2011; auctioning likely to
require increased hedging activities
.Continued
extension of EU-ETS to new industry groups in coming year will expand
number and type of market participants
.Potential
longer-term U.S. market opportunities, including Regional Greenhouse Gas
Initiative (RGGI)
.Asian
markets exposure including China, Australia and Korea
ICE
ECX Futures and Options Contract Volume (000s)
ICE
ECX Contracts:
•EUA
Futures
•EUA
Options on Futures
•CER
Futures
•CER
Options on Futures
•EUA
Daily Futures
•CER
Daily Futures
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Additional
Resources
.
ICE/CLE Transaction Information:
https://www.theice.com/climate_exchange_transaction.jhtml
.
CLE: http://www.climateexchangeplc.com/
.
ECX: http://www.ecx.eu/
.
CCX: http://www.chicagoclimatex.com/
.
CCFE: http://www.ccfe.com/
.
EU Emission Trading System:
http://ec.europa.eu/environment/climat/emission/index_en.htm
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