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Titleimportant notice this offering is available only to investors who are non-us persons
LanguageEnglish
File Size4.5 MB
Total Pages489
Table of Contents
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			Annex A
			Annex C
                        
Document Text Contents
Page 1

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS
(AS DEFINED BELOW) OUTSIDE OF THE U.S. (AND, IF INVESTORS ARE RESIDENT IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR).

IMPORTANT: You must read the following disclaimer before continuing. The following
disclaimer applies to the offering memorandum (the ‘‘offering memorandum’’) attached to this e-mail.
You are advised to read this disclaimer carefully before reading, accessing or making any other use of
the attached offering memorandum. In accessing the attached offering memorandum, you agree to be
bound by the following terms and conditions, including any modifications to them from time to time,
each time you receive any information from us as a result of such access.

IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT
DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC
TRANSMISSION, INCLUDING ANY ATTACHMENTS HERETO, BUT INSTEAD DELETE AND
DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION, INCLUDING ANY
ATTACHMENTS HERETO.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTION, AND THE SECURITIES 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 DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (‘‘REGULATION S’’)) OTHER THAN PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S.
PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS
TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE
NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES
DESCRIBED IN THE ATTACHED DOCUMENT.

The materials relating to the offering do not constitute, and may not be used in connection with,
an offer or a solicitation in any jurisdiction where offers or solicitations are not permitted by law. If a
jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers
or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such
jurisdiction.

Under no circumstances shall the offering memorandum constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

The attached offering memorandum may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this
document in whole or in part is unauthorized. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other jurisdictions.

Page 2

Confirmation of your representation: In order to be eligible to view the attached offering
memorandum or make an investment decision with respect to the securities being offered, prospective
investors must be non-U.S. persons (as defined in Regulation S) located outside the United States and
to the extent you are resident in a Member State of the European Economic Area, be a ‘‘qualified
investor’’ (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended, and any relevant
implementing measure in such Member State of the European Economic Area. The offering
memorandum is being sent to you at your request, and by accessing the offering memorandum you
shall be deemed to have represented to the issuer, the initial purchasers set forth in the attached
offering memorandum that (1) (a) you are not a U.S. person and (b) you are purchasing the securities
being offered in an offshore transaction (within the meaning of Regulation S) and the electronic mail
address that you gave us and to which this e-mail has been delivered is not located in the United
States, its territories and possessions, any State of the United States or the District of Columbia, (2) to
the extent you are resident in a Member State of the European Economic Area, you are a ‘‘qualified
investor’’ (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended, and any relevant
implementing measure in such Member State of the European Economic Area), and (3) you consent to
delivery of such offering memorandum by electronic transmission; ‘‘possessions’’ include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

The offering and sale in France of the securities described in the attached offering memorandum
will be made exclusively by way of a private placement to qualified investors, pursuant to
article L. 411-2 of the French Code monétaire et financier and applicable rules and regulations. The
offering memorandum does not constitute a public offering within the meaning of article L. 411-1 of
the French Code monétaire et financier and no prospectus will be filed with the Autorité des marchés
financiers (the ‘‘AMF’’). The offering memorandum has not been and will not be submitted to the
clearance procedures of the AMF and accordingly may not be distributed or caused to be distributed,
directly or indirectly, to the public in France or used in connection with any offer to purchase or sell
any of the Notes to the public in France.

This offering memorandum has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of transmission
and, consequently, neither the initial purchasers nor any person who controls any initial purchaser nor
the issuer, nor any director, officer, employer, employee or agent of theirs, or affiliate of any such
person, accepts any liability or responsibility whatsoever in respect of any difference between the
offering memorandum distributed to you in electronic format and the hard copy version available to
you on request from the initial purchasers.

You are reminded that the attached offering memorandum has been delivered to you on the basis
that you are a person into whose possession this offering memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not nor are you
authorized to deliver this offering memorandum to any other person. You will not transmit the
attached offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in
writing, any of its contents to any other person except with the consent of the initial purchasers.

You are responsible for protecting against viruses and other destructive items. Your use of this
e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from
viruses and other items of a destructive nature.

Page 244

Plans issued in 2012

On May 2, 2012 and on July 26, 2012, Rexel entered into

free share plans for its top executives and key managers

amounting to a maximum of 2,262,404 shares. According

to these plans, these employees and executives will either

be eligible to receive Rexel shares two years after the

grant date (May 3, 2014 and July 27, 2014), these being

restricted for an additional two-year period (until May 3,

2016 and July 27, 2016), the so-called “2+2 Plan”, or four

years after the grant date with no subsequent restrictions,

the so-called “4+0 Plan”. The delivery of these shares

is subject to service and performance conditions of the

schemes as described below:

BENEFICIARIES MEMBERS OF GROUP EXECUTIVE COMMITTEE AND TOP MANAGERS TOTAL

Vesting conditions Two-year service condition from grant date and

performance conditions based on: (i) 2012 adjusted EBITA,

(ii) 2011/2013 adjusted EBITA margin increase and

(iii) average free cash flow before interest and tax / EBITDA

between 2012 and 2013 (iv) free cash flow before interest

and tax 2012

Plan 2+2 4+0

May plan’s delivery date May 3, 2014 May 3, 2016

Share fair value at grant date May 2, 2012 €14.47 €13.14

Maximum number of shares granted on May 2, 2012 737,024 1,282,300 2,019,324

July plan’s delivery date July 27, 2014 July 27, 2016

Share fair value at grant date July 26, 2012 €11.85 €10.46

Maximum number of shares granted on July 26, 2012 59,243 183,837 243,080

Total maximum number of shares granted in 2012 796,267 1,466,137 2,262,404

Forfeited in 2012 (118,149) (227,478) (345,627)

Total maximum number of shares granted

as of December 31, 2012 678,118 1,238,659 1,916,777

Forfeited in 2013 (470,615) (839,965) (1,310,580)

Total maximum number of shares granted

as of December 31, 2013 207,503 398,694 606,197

The fair value of Rexel’s shares granted to employees is estimated based upon the stock price at the grant date. Restrictions attached to the dividends until

the delivery date of the shares to the benefi ciaries are excluded from the fair value.

Plans issued in 2011

On May 12, 2011 and October 11, 2011, Rexel entered into

free share plans for its top executives and key managers

amounting to a maximum of 2,423,467 shares. According

to these plans, these employees and executives will either

be eligible to receive Rexel shares two years after the

grant date (May 13, 2013 / October 14, 2013), these being

restricted for an additional two-year period (until May 13,

2015 / October 12, 2015), the so-called “2+2 Plan”, or four

years after the grant date with no subsequent restrictions,

the so-called “4+0 Plan”.

The actual delivery of these bonus shares is subject to

service and performance conditions set forth in the plan.

F-121

Page 245

Vesting conditions are presented in the following table:

BENEFICIARIES
MEMBERS OF GROUP EXECUTIVE
COMMITTEE AND TOP MANAGERS OTHER KEY EMPLOYEES OPERATIONAL MANAGER TOTAL

Vesting conditions Two-year service condition

from grant date and

performance conditions based

on: (i) 2011 adjusted EBITDA,

(ii) 2010/2012 adjusted EBITDA

margin increase and (iii) 2011

ratio Net Debt to adjusted

EBITDA

Two-year service condition

from grant date and

80% based on additional

performance conditions

relative to: (i) 2011 adjusted

EBITDA, (ii) 2010/2012

adjusted EBITDA margin

increase and (iii) 2011 ratio Net

Debt to adjusted EBITDA

Two-year service condition

from grant date

Plan 2+2 4+0 2+2 4+0 2+2 4+0

May plan’s delivery date May 13, 2013 May 13, 2015 May 13, 2013 May 13, 2015 May 13, 2013 May 13, 2015

Share fair value at grant date

May 12, 2011 €17.22 €16.42 €17.22 €16.42 €17.22 €16.42

Maximum number of shares

granted on May 12, 2011 429,203 507,879 177,931 484,110 96,375 387,250 2,082,748

October plan’s delivery date October 14,

2013

October 12,

2015

October 14,

2013

October 12,

2015

Share fair value at grant date

October 11, 2011 €11.39 €10.34 €11.39 €10.34

Maximum number of shares

granted on October 11, 2011(1) 295,550 8,381 10,929 25,859 340,719

Total maximum number

of shares granted in 2011 724,753 516,260 188,860 509,969 96,375 387,250 2,423,467

Forfeited in 2011 (65,301) (82,178) (18,474) (60,197) (9,750) (11,500) (247,400)

Maximum number

of shares granted

as of December 31, 2011 659,452 434,082 170,386 449,772 86,625 375,750 2,176,067

Forfeited in 2012 (311,597) (239,950) (76,333) (203,856) (3,625) (24,625) (859,986)

Maximum number

of shares granted

as of December 31, 2012 347,855 194,132 94,053 245,916 83,000 351,125 1,316,081

Delivered in 2013 (347,855) – (94,053) – (82,250) – (524,158)

Forfeited in 2013 – (1,938) – (2,766) (750) (9,250) (14,704)

Maximum number

of shares granted

as of December 31, 2013 – 192,194 – 243,150 – 341,875 777,219

(1) Of witch 59,018 shares granted to members of Group Executive Committee with only two year service.

The fair value of Rexel’s shares granted to employees is estimated based upon the stock price at the grant date. Restrictions attached to the dividends until

the delivery date of the shares to the benefi ciaries are excluded from the fair value.

Furthermore, on October 11, 2011, Rexel entered into

free share plans for its Group Executive Committee

members and top managers amounting to a maximum

of 1,343,310 shares. According to these plans, these

employees and executives will either be eligible to receive

Rexel shares three years after the grant date (October 13,

2014), these being restricted for an additional two-year

period (October 12, 2016), the so-called “3+2 Plan”, or five

years after the grant date with no subsequent restrictions,

the so-called “5+0 Plan”.

F-122

Page 488

THE ISSUER

Rexel
13, boulevard du Fort de Vaux

75017 Paris
France

THE INITIAL PURCHASERS

Joint Lead Bookrunners

Crédit Agricole Corporate and HSBC Bank plc Société Générale
Investment Bank 8 Canada Square 29, boulevard Haussmann
Broadwalk House London E14 5HQ 75009 Paris
5 Appold Street United Kingdom France

London EC2A 2DA
United Kingdom

Joint Bookrunners

Merrill Lynch CM-CIC Securities ING Bank N.V., J.P. Morgan Securities plc
International 6, Avenue de Provence London Branch 25 Bank Street

2 King Edward Street 75441 Paris Cedex 09 60 London Wall Canary Wharf
London EC1A 1HQ France London EC2M 5TQ London E14 5JP

United Kingdom United Kingdom United Kingdom

Co-Lead Managers

Bayerische Landesbank Natixis Standard Chartered Bank
Brinner Straße 18 47 quai d’Austerlitz One Basinghall Avenue
80333 München 75013 Paris London EC2V 5DD

Germany France United Kingdom

LEGAL ADVISORS TO THE ISSUER

as to U.S. law: as to French law:

Debevoise & Plimpton LLP Debevoise & Plimpton LLP
65 Gresham Street 4 place de l’Opéra

London EC2V 7NQ 75002 Paris
United Kingdom France

LEGAL ADVISOR TO THE INITIAL PURCHASERS

as to U.S. law and French law:

Cleary Gottlieb Steen & Hamilton LLP
12, rue de Tilsitt

75008 Paris
France

INDEPENDENT AUDITORS TO THE ISSUER

Ernst & Young Audit PricewaterhouseCoopers Audit
1/2 place des Saisons 63, rue de Villiers

92400 Courbevoie – Paris-La Défense 1 92208 Neuilly-sur-Seine Cedex
France France

TRUSTEE PRINCIPAL PAYING AGENT LUXEMBOURG LISTING AGENT
AND REGISTRAR

The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
One Canada Square One Canada Square Luxembourg (S.A.)

Canary Wharf Canary Wharf Vertigo Building – Polaris
London E14 5AL London E14 5AL 2-4 rue Eugène Ruppert

England England L-2453 Luxembourg

Page 489

17MAR201314570145

Merrill France sarl, Paris
15ZBK12901

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