The following pages include information pertaining to the contemplated capital increase of Rexel (the “Company”), which would be conducted pursuant to a private placement to qualified investors only, in France or abroad.
France
The information available in the following pages may be freely accessed by French residents who are physically located in France.
European Economic Area
With respect to each Member State of the European Economic Area other than France (the “Relevant Member States”) which are subject to the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”), the information available in the following pages is directed only at any legal entity which is a qualified investor as defined in the Prospectus Regulation. These restrictions with respect to any Relevant Member State apply in addition to any other restrictions which may be applicable in any Relevant Member State.
No action has been undertaken or will be undertaken to make available securities issued by the Company to any retail investor in the European Economic Area. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling bonds issued by Company or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the bonds referred to in the following pages or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
United Kingdom
In the United Kingdom, the information available in the following pages is directed only at qualified investors as defined in under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”)
No action has been undertaken or will be undertaken to make available bonds issued by the Company to any retail investor in the United Kingdom. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic laws by virtue of the European Union (Withdrawal) Act 2018 (the “UK PRIIPs Regulation”) (or, following its revocation, any product summary or other disclosure document required under the Consumer Composite Investments (Designated Activities) Regulations 2024 or rules made thereunder (the “CCI Regulations”)) for offering or selling bonds issued by the Company or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the securities referred to in the following pages or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation or the CCI Regulations.
The information available in the following pages is directed only at persons who (1) are outside the United Kingdom, (2) who are “qualified investors” within the meaning of paragraph 15 of schedule 1 of the POATRs de 2024, (A) who have professional experience in matters relating to investments falling within are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), or (B) who falls within Article 49(2)(a) to (d) of the Order, or (C ) to whom it may lawfully be communicated (all such persons, together with the qualified investors in the European Economic Aera, being referred to as “Relevant Persons”). Any investment or investment activity to which this website and the information contained herein relates is available only to Relevant Persons in the United Kingdom and will be engaged in only with such persons. Any person who is not a Relevant Person should not act or rely on the information contained in this website.
The information available in the following pages is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information available in the following pages relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
United States
This website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories and dependencies, any state of the United States and the District of Columbia, hereinafter the “United States”) and do not constitute an offer to sell or the solicitation of an offer to purchase or acquire, any ordinary shares or other securities of Rexel in the United States. The ordinary shares of Rexel referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
Canada [Note: under review by Canadian counsel]
This website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in Canada and do not constitute an offer to sell or the solicitation of an offer to purchase or acquire, any ordinary shares or other securities of Rexel in any province or territory of Canada.
The ordinary shares of Rexel referred to on this website may not be offered or sold in Canada except in a transaction exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that Rexel securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and Rexel does not intend to qualify any such securities or conduct an offering to the public in Canada.
South Africa, Australia and Japan
This website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in South Africa, Australia or Japan, and do not constitute an offer to sell or the solicitation of an offer to purchase or acquire, any ordinary shares or other securities of the Company in South Africa, Australia or Japan.
All persons residing outside of France and outside of the European Economic Area, the United States, South Africa, Canada, Japan and Australia who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained outside of France. Rexel assumes no responsibility if there is a violation of applicable law and regulations by any person.
By accessing to the information available in the following pages, you confirm that you are in compliance, and agree to comply, with the restrictions described above.
I certify that:
(1) I am a resident of and physically present in France;
Or
(2) I am a resident of and physically present in a Member State of the European Economic Area (other than France) or the United Kingdom, and I am:
a qualified investor as defined in Regulation (EU) 2017/1129, as amended and under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 in the United Kingdom, or
otherwise authorized to access this information pursuant to applicable laws or regulations;
and
(3) I am not a resident of or physically present in the United States, Canada, South Africa, Japan or Australia.
I have read and understood the foregoing, and hereby make the certifications above and agree to comply with all of the above restrictions:
