REXEL SUCCESSFULLY PLACES A SUSTAINABILITY-LINKED NOTES OFFERING
FOR A NOMINAL AMOUNT OF €400 MILLION
NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR
SOUTH AFRICA
REXEL
SUCCESSFULLY PLACES
A SUSTAINABILITY-LINKED
NOTES OFFERING FOR A NOMINAL AMOUNT OF
€400
MILLION
Rexel, a worldwide expert in the multichannel
professional distribution of products and services for the energy
world, has successfully placed €400 million of its 5.250% unsecured
senior sustainability-linked notes due 2030 (the “Notes”).
The delivery and settlement as well as the
listing of the notes on the Euro MTF market of the Luxembourg Stock
Exchange are expected to occur on or around September 13, 2023.
The Notes, which mature on September 15, 2030,
will be callable as from September 2026. They will rank pari passu
with Rexel’s senior credit facility and other senior unsecured
notes. The Notes are expected to obtain the following ratings: Ba1
by Moody’s (while Rexel’s corporate rating is Ba1 with a stable
outlook) and BB+ by S&P (while Rexel’s corporate rating is BB+
with a stable outlook).
Rexel published yesterday its new
Sustainability-Linked Financing Framework (the “Framework”) which
covers debt instruments whose financial characteristics are linked
with sustainability performance targets.
The Framework has been established in accordance
with the Sustainability-Linked Bond Principles (SLBP) administered
by ICMA and reviewed by Moody’s Investors Service, which provided a
Second Party Opinion (“SPO”) on September 5, 2023. Both the
Framework and the SPO are available on the Company’s website:
https://www.rexel.com/en/finance/debt/#slb
Under this Framework, Rexel selected two
indicators (the “Key Performance Indicators” or “KPIs”) and
committed to achieve:
- A 45% reduction
in greenhouse gas emissions related to the use of products sold,
per euro of turnover (scope 3) by December 31, 2025 from a 2016
baseline (“Sustainability Performance Target 1”); and
- A 38% reduction
in greenhouse gas emissions related to energy consumption in its
operations (scopes 1 and 2) by December 31, 2025 from a 2016
baseline (“Sustainability Performance Target 2”).
These objectives are in line with Rexel’s 2030
ambition to reduce the first KPI (in intensity) by 60% and the
second KPI (in absolute terms) by 60% from a 2016 baseline.
The interest rate of the Notes shall be
increased by 25 basis points to 5.500% per annum from September 15,
2026, if Rexel does not achieve these Sustainability Performance
Targets.
Rexel will use the proceeds of the issuance of
the Notes for general corporate purposes, including the financing
of the acquisition of Wasco.
This issuance will allow Rexel to enhance its
financial structure by extending its debt maturity profile at
favorable financing conditions.
Guillaume
TEXIER, Chief Executive Officer,
said:
“B2B distributors like
Rexel have a key role to play in the adoption of greener products
and solutions, especially when it comes to electrification
technologies. This new issuance of sustainability linked notes
confirms that ESG is at the heart of our strategy, setting short
term milestones on the way to achieving our 2030 goals on
greenhouse gas emissions. With this issuance, all our outstanding
bonds are now linked to sustainability targets. This transaction
also allows us to strengthen our balance sheet by extending the
maturity of our debt at attractive financial conditions, putting us
in the best conditions to pursue our ambitious development
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 Notes in France will
be carried out through a placement to qualified investors only
(within the meaning of Regulation (EU) 2017/1129), 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, a 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 21 countries, with more than
26,000 employees. The Group’s sales were €18.7 billion in 2022.
Rexel is listed on the Eurolist market of
Euronext Paris (compartment A, ticker RXL, ISIN code FR0010451203).
It is included in the following indices: CAC Next 20, SBF 120, CAC
Large 60, CAC 40 ESG, CAC SBT 1.5 NR, CAC AllTrade, CAC AllShares,
FTSE EuroMid, and STOXX600. Rexel is also part of the following SRI
indices: FTSE4Good, Dow Jones Sustainability Index Europe, Euronext
Vigeo Europe 120 and Eurozone 120, STOXX® Global ESG Environmental
Leaders, and S&P Global Sustainability Yearbook 2022, in
recognition of its performance in terms of Corporate Social
Responsibility (CSR).
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, or (iii) not a qualified
investor as defined in the Prospectus Regulation; 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, or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 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”), except 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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