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RXL - Rexel SA News Story

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Last Trade - 30/07/21

Sector
Industrials
Size
Large Cap
Market Cap £4.59bn
Enterprise Value £6.77bn
Revenue £11.58bn
Position in Universe 123rd / 841

REXEL SUCCESSFULLY COMPLETES A €100 MILLION TAP ISSUE ON ITS 2.125 % UNSECURED SENIOR SUSTAINABILITY-LINKED NOTES DUE 2028

Fri 7th May, 2021 5:15pm
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NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA

REXEL SUCCESSFULLY COMPLETES A €100 MILLION TAP ISSUE ON ITS 2.125 %
UNSECURED SENIOR SUSTAINABILITY-LINKED NOTES DUE 2028

Rexel, worldwide expert in the multichannel professional distribution of
products and services for the energy world, has successfully placed an
additional €100 million (the ”Additional Notes”) to its €300 million
sustainability-linked notes due 2028 issued on May, 5, 2021 (the “2028
Notes”). The Additional Notes will be issued under the same terms as the
2028 Notes, at a price of 100.875%, equating to yield equivalent of 1.992%,
and be fully fungible with the 2028 Notes after expiration of a 40-day period.

The delivery and settlement and the listing of the Additional Notes on the
Euro MTF market of the Luxembourg Stock Exchange are expected to occur on or
about May 18, 2021.

The Additional Notes have obtained the following ratings: Ba3 by Moody’s
(while Rexel’s corporate rating is Ba2 with a stable outlook) and BB- by S&P
(while Rexel’s corporate rating is BB with a stable outlook).

In line with the Paris Agreement on climate change and validated by the
Science Based Targets initiative (SBTi), Rexel has set for 2030 objectives
that aim to contribute to limiting global warming to well below +2°C by the
end of the century.

The selected Key Performance Indicators used for the structuring of the 2028
Notes, related to targets to reducing direct and indirect CO(²) emissions by
2023 illustrate Rexel’s high level of ambition and commitment to act as a
market leader in the transformation of the whole value chain in its sector.

The independent CSR expert Vigeo Eiris rated the relevance and ambition of
these objectives as “Advanced” in its Second Party Opinion, confirming the
high standards of Rexel’s practices.

Rexel will use the proceeds of the issuance of the Additional Notes, together
with available cash, to redeem part of the 2.125% senior Euro notes due June
2025 (the “2025 Notes”). Rexel expects to redeem in part the 2025 Notes on
or about May 25, 2021. Rexel can elect not to redeem in part the 2025 Notes if
it does not issue all the Additional Notes or if there is a material adverse
change in financial markets.

This issuance will allow Rexel to enhance its financial structure by extending
its debt maturity profile at favorable financing conditions.

Patrick BERARD, Chief Executive Officer of Rexel, said:
“The success of this new transaction highlights once again the strong
support of the investor community for Rexel’s business model, with
sustainability at the center of its strategy.”

This document is not an offer of securities for sale nor the solicitation of
an offer to purchase securities in France, in the United States or any other
jurisdiction.

The securities described herein may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons unless they are
registered or exempt from registration under the U.S. Securities Act of 1933,
as amended (the “Securities Act”). The securities described herein have
not been and will not be registered under the Securities Act and Rexel does
not intend to make a public offer of its securities in the United States.

The offer and sale of the Additional Notes in France will be carried out
through a private placement in accordance with article L.411-2 of the French
Financial and Monetary Code and other applicable laws and regulations. There
will be no public offering in France.

ABOUT REXEL GROUP

Rexel, worldwide expert in the multichannel professional distribution of
products and services for the energy world, addresses three main markets -
residential, commercial and industrial. The Group supports its residential,
commercial and industrial customers by providing a tailored and scalable range
of products and services in energy management for construction, renovation,
production and maintenance. Rexel operates through a network of more than
1,900 branches in 25 countries, with more than 24,000 employees. The Group’s
sales were €12.6 billion in 2020. 
Rexel is listed on the Eurolist market of Euronext Paris (compartment A,
ticker RXL, ISIN code FR0010451203). It is included in the following indices:
SBF 120, CAC Mid 100, CAC AllTrade, CAC AllShares, FTSE EuroMid, STOXX600.
Rexel is also part of the following SRI indices: FTSE4Good, Dow Jones
Sustainability Index Europe, Euronext Vigeo Europe 120, STOXX® Global ESG
Environmental Leaders, 2021 Global 100 Index, S&P Global Sustainability
Yearbook 2021, in recognition of its performance in terms of corporate social
responsibility (CSR). Rexel is rated A- in the 2020 CDP Climate Change
assessment and ranked in the 2020 CDP Supplier Engagement Leaderboard.
For more information, visit www.rexel.com/en

CONTACTS

FINANCIAL ANALYSTS / INVESTORS

 Ludovic DEBAILLEUX  +33 1 42 85 76 12  ludovic.debailleux@rexel.com  

PRESS

 Brunswick: Thomas KAMM  +33 1 53 96 83 92  tkamm@brunswickgroup.com  

DISCLAIMER

No communication and no information in respect of the offering by Rexel of
notes described in this announcement (the “Notes”) may be distributed to
the public in any jurisdiction where a registration or approval is required.
No steps have been or will be taken in any jurisdiction where such steps would
be required. The offering or subscription of the Notes may be subject to
specific legal or regulatory restrictions in certain jurisdictions. Rexel
takes no responsibility for any violation of any such restrictions by any
person.

This announcement is not a prospectus within the meaning of Regulation (EU)
2017/1129 (as amended, the “Prospectus Regulation”).

This announcement does not, and shall not, in any circumstances constitute a
public offering nor an invitation to the public in connection with any offer
in any jurisdiction.

The offer and sale of the Notes in France will be carried out through a
placement, solely to qualified investors as defined in point (e) of article 2
of the Prospectus Regulation and in accordance with articles L. 411-1 and
 L.411-2 of the French Financial and Monetary Code and other applicable laws
and regulations. There will be no public offering in France.

With respect to the member States of the European Economic Area, other than
France, in which the Prospectus Regulation is applicable, the Notes may only
be offered under circumstances not requiring Rexel to publish a prospectus as
provided under article 1(4) of the Prospectus Regulation.

Prohibition of sales to European Economic Area retail investors

No action has been undertaken or will be undertaken to make available any
Notes to any retail investor in the European Economic Area. For the purposes
of this provision: (a) the expression “retail investor” means a person who
is one (or more) of the following: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
(ii) a customer within the meaning of Directive 2016/97/EU (as amended, the
“Insurance Distribution Directive”), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II;
and (b) the expression “offer” includes the communication in any form and
by any means of sufficient information on the terms of the offer and the Notes
to be offered so as to enable an investor to decide to purchase or subscribe
the Notes.

Consequently, no key information document required by Regulation (EU)
1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling
the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.

Prohibition of sales to United Kingdom retail investors

No action has been undertaken or will be undertaken to make available any
Notes to any retail investor in the United Kingdom. For the purposes of this
provision: (a) the expression “retail investor” means a person who is one
(or more) of the following: (i) a retail client as defined in point (8) of
Article 2 of Regulation (EU) 2017/565  as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations
made under the FSMA to implement the Insurance Mediation Directive, where that
customer would not qualify as a professional client, as defined in point (8)
of article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law
by virtue of the EUWA.

Consequently, no key information document required by the PRIIPS Regulation as
it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs
Regulation”) for offering or selling the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the Notes or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the UK PRIIPS
Regulation.

MiFID II Product Governance / Professional Investors and Eligible
Counterparties

Solely for the purposes of each manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion
that: (i) the target market for the Notes is eligible counterparties and
professional clients, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to Eligible Counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the
Notes (a “distributor”) should take into consideration the manufacturers
target assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturer’s target market assessment) and
determining appropriate distribution channels.

UK MiFIR Product Governance / Professional Investors and Eligible
Counterparties

Solely for the purposes of each manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion
that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and
professional clients, as defined in Regulation (EU) 600/2014 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK
MiFIR”); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a “distributor”)
should take into consideration the manufacturers target assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is
responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer’s target market
assessment) and determining appropriate distribution channels.

France

The offer and sale of the Notes in France will be carried out through a
placement, solely to qualified investors as defined in point (e) of article 2
of the Prospectus Regulation and in accordance with articles L. 411-1 and
 L.411-2 of the French Financial and Monetary Code and other applicable laws
and regulations. There will be no public offering in France.

United Kingdom

This press release is addressed and directed only to (i) persons who are
located outside the United Kingdom, (ii) those persons falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the
“Order”)) , (iii) persons falling within Article 49(2)(a) to (d) (“high
net worth companies, unincorporated associations, etc.”) of the Order and
(iv) any other person to whom this press release may otherwise lawfully be
communicated (all such persons together being referred to as “Relevant
Persons”). The Notes are directed only at Relevant Persons and no
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Notes may be proposed or made other than with Relevant Persons. Any
person other than a Relevant Person must not act or rely on this press release
and all information contained herein.

This press release is not a prospectus which has been approved by the
Financial Conduct Authority or any other United Kingdom regulatory authority
for the purposes of Section 85 of the Financial Services and Markets Act 2000.

United States

This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. The
Notes have not been and will not be registered under the Securities Act, or
with any securities regulatory authority of any state or other jurisdiction in
the United States, and may not be offered or sold, directly or indirectly,
within the United States or to, or for the account or benefit of, U.S.
persons, as such term is defined in Regulation S under the Securities Act
(“Regulation S”), expect pursuant to an exemption from or in a transaction
not subject to the registration requirements of the Securities Act. The Notes
are being offered and sold only outside the United States to non-U.S. persons
in “offshore transactions” as defined in and in accordance with Regulation
S. Rexel does not intend to register any portion of the offering in the United
States or to conduct an offering of securities in the United States.

United States, Australia, Canada, Japan and South Africa

The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States, Australia,
Canada, Japan or South Africa.

This press release may not be published, forwarded or distributed, directly or
indirectly, in the United States, Australia, Canada, Japan or South Africa.

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