PARIS--(Marketwire - Mar 19, 2013) - NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA OR JAPAN
REXEL LAUNCHES EUR500 MILLION AND US$500 MILLION NOTE OFFERING
Rexel announced today that it intends to offer EUR500 million and US$500
of senior unsecured notes that will mature in 2020. The notes will rank
passu with Rexel's senior credit facility and other senior unsecured notes.
The proceeds of the issuance will be used to redeem Rexel's 8.25% senior
due 2016 and for general corporate purposes. Rexel will redeem its 8.25%
at their applicable make-whole redemption premium, plus accrued and
interest. Rexel can elect not to redeem the 8.25% notes if it does not
least EUR500 million of euro-denominated notes as part of this issuance.
Settlement and delivery is expected to take place by early April 2013,
Rexel, a global leader in the distribution of sustainable and
products and services for automation, technical supply and energy
addresses three main markets - industrial, commercial and residential. The
supports customers around the globe, wherever they are, to create value
their business better. With a network of some 2,300 branches in 37
and over 31,000 employees, Rexel's sales were EUR13.4 billion in
majority shareholders are an investor group led by Clayton, Dubilier &
Eurazeo and BAML Capital Partners.
Rexel is listed on the Eurolist market of Euronext Paris (compartment A,
RXL, ISIN code FR0010451203). It is included in the following indices: SBF
CAC Mid 100, CAC AllTrade, CAC AllShares, FTSE EuroMid, FTSE4Good,
STOXX Europe Sustainability and ASPI Eurozone.
This announcement does not constitute an offer to sell, or a
offers to purchase or subscribe for securities in the United States.
securities referred to herein have not been and will not be registered
U.S. Securities Act of 1933, as amended (the "Securities Act") and may
offered or sold in the United States or to or for the account or benefit of
persons (as defined in Regulation S under the Securities Act)
registration or an applicable exemption from the registration requirements
the Securities Act. This notice is issued pursuant to Rule 135c
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA OR JAPAN
No communication and no information in respect of the offering by Rexel of
(the "Notes") may be distributed to the public in any jurisdiction
registration or approval is required. No steps have been or will be
any jurisdiction where such steps would be required. The
subscription of the Notes may be subject to specific legal or
restrictions in certain jurisdictions. Rexel takes no responsibility
violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of
2003/71/EC of the European Parliament ant the Council of November 4th,
amended and as implemented respectively in each member State of the
Economic Area (the "Prospectus Directive").
This announcement does not, and shall not, in any circumstances
public offering nor an invitation to the public in connection with any
The offer and sale of the Notes in France will be carried out in accordance
article L. 411-2 of the French Monetary and Financial Code and the
applicable laws and regulations relating to qualified investors. There
no public offering in France.
With respect to the member States of the European Economic Area, other
France, which have implemented the Prospectus Directive (each, a
member State"), no action has been undertaken or will be undertaken to
offer to the public of the Notes requiring a publication of a prospectus
relevant member State. As a result, the Notes may only be offered in
(a) to qualified investors (as defined in the Prospectus Directive,
amended by directive 2010/73/EU, to the extent that this amendment has
implemented by the relevant member State); or
(b) in any other circumstances, not requiring the issuer to publish a
as provided under article 3(2) of the Prospectus Directive.
The distribution of this press release is not made, and has not been
by an "authorised person" within the meaning of Article 21(1) of the
Services and Markets Act 2000. As a consequence, this press release is
only at persons who (i) are located outside the United Kingdom, (ii)
professional experience in matters relating to investments and fall
Article 19(5) ("investment professionals") of the Financial Services and
Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are
falling within Article 49(2)(a) to (d) (high net worth companies,
associations, etc.) of the Financial Services and Markets Act 2000
Promotion) Order 2005 (as amended) or (iv) are persons to whom this
release may otherwise lawfully be communicated (all such persons together
referred to as "Relevant Persons"). The Notes are directed only at
Persons and no invitation, offer or agreements to subscribe,
otherwise acquire Notes may be proposed or made other than with
Persons. Any person other than a Relevant Person may not act or rely on
document or any provision thereof. This press release is not a prospectus
has been approved by the Financial Services Authority or any other
Kingdom regulatory authority for the purposes of Section 85 of the
Services and Markets Act 2000.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA OR JAPAN
The Notes are being offered in reliance on the accredited investor
Canada. The Notes have not been and will not be qualified under the
laws of Canada and may not be offered or sold in Canada without a
an applicable exemption from the prospectus requirements of Canadian
legislation. This press release does not constitute an offer to sell
solicitation of an offer to buy, and any sale of any Notes in any
in Canada in which such an offer, solicitation or sale would be unlawful
to qualification under the securities laws of any such
This press release does not constitute or form a part of any
solicitation to purchase or subscribe for securities in the United States.
Notes have not been and will not be registered under the U.S. Securities
1933, as amended (the "Securities Act"), and may not be offered or
directly or indirectly, within the United States or to, or for the
benefit of, U.S. persons (as such term is defined by Regulation S
Securities Act), except in reliance on the exemption from registration
by Rule 144A under the Securities Act. Rexel does not intend to
portion of the proposed offering in the United States nor to conduct a
offering of securities in the United States. This notice is issued
Rule 135c under the Securities Act.
The distribution of this document in certain countries may constitute a
of applicable law. The information contained in this document
constitute an offer of securities for sale in the United States,
Australia or Japan.
This press release may not be published, forwarded or distributed,
indirectly, in Australia, Canada or Japan.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: REXEL via Thomson Reuters ONE