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Headnote
Process for Exemptive Relief Applications in Multiple Jurisdictions Securities Act (Ontario), ss.25 and 53 - Application for relief from the dealer registration requirement and prospectus requirement in respect of certain trades made in connection with an employee share offering by a French issuer. The offering involves the use of collective employee shareholding vehicles, each a fonds commun de placement d'enterprise (FCPE). The issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions as the shares are not being offered to Canadian participants directly by the issuer, but through the FCPEs. The offering does not contain a “leveraged fund” component. Canadian participants will not be induced to participate in the offering by expectation of employment or continued employment. Canadian participants will receive certain disclosure documents. The FCPEs are subject to the supervision of the French Autorité des marchés financiers. Relief granted, subject to conditions.
[Securities Act (Ontario), s.25](https://www.canlii.org/en/on/laws/stat/rso-1990-c-s5/latest/rso-1990-c-s5.html#sec25_smooth) - Application for relief from the dealer registration requirement and adviser registration requirement for the manager of the FCPEs. The management company will not be involved with providing advice to Canadian participants and its activities do not affect the underlying value of the shares being offered. Relief granted in respect of specified activities of the management company, subject to conditions.
Applicable Legislative Provisions
[Securities Act, R.S.O. 1990, c.S.5](https://www.canlii.org/en/on/laws/stat/rso-1990-c-s5/latest/rso-1990-c-s5.html), as am., ss. 25, 53 and 74
National Instrument 45-106 Prospectus and Registration Exemptions, ss. 2.24 and 2.28
National Instrument 45-102 Resale of Securities, s. 2.14
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**Date:** November 25, 2008
**IN THE MATTER OF THE SECURITIES LEGISLATION OF**
**ONTARIO (THE “JURISDICTION”)**
**AND**
**IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS**
**IN MULTIPLE JURISDICTIONS**
**AND**
**IN THE MATTER OF REXEL (THE “FILER”)**
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Decision
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## Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the “Legislation”) for:
1. an exemption from the prospectus requirements of the Legislation[^1] (the “Prospectus Relief”) and the dealer registration requirements of the Legislation[^2] (the “Registration Relief”) so that such requirements do not apply to:
(a) trades in units (“Units”) of
(i) Rexel International Classique (the “Principal Classic Compartment”), a compartment of Rexel Actionnariat International (the “Fund”, which is a fonds communs de placement d’entreprise or “FCPE”); and
(ii) Rexel International Relais 2008 (the “Temporary Fund”, and together with the Principal Classic Compartment, the “Compartments”) made pursuant to the global employee share offering of the Filer (the “Employee Share Offering”) to or with Qualifying Employees (as defined below) resident in the Jurisdiction who elect to participate in the Employee Share Offering (the “Canadian Participants”);
(b) trades of ordinary shares of the Filer (the “Shares”) by the Compartments to Canadian Participants upon the redemption of Units by Canadian Participants;
2. an exemption from the adviser registration requirements and dealer registration requirements of the Legislation[^3] so that such requirements do not apply to the manager of the Funds, BNP Paribas Asset Management SAS (the “Management Company”), to the extent that its activities described in paragraphs 9 and 10 of the Representations require compliance with the adviser registration requirements and dealer registration requirements (collectively, with the Prospectus Relief and the Registration Relief, the “Initial Requested Relief”); and
3. an exemption from the dealer registration requirements of the Legislation[^4] so that such requirements do not apply to the first trade in any Units or Shares acquired by Canadian Participants under the Employee Share Offering (the “First Trade Relief”).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application),
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador and Northwest Territories.
## Interpretation
Terms defined in National Instrument 14-101 Definitions and Ml 11-102 have the same meaning if used in this decision, unless otherwise defined.
## Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation formed under the laws of France. It is not and has no current intention of becoming a reporting issuer under the Legislation. The Shares are listed on Euronext Paris. The head office of the Filer is located in Paris, France.
2. The Filer carries on business in Canada through the following affiliated companies: Rexel North America Inc. and Rexel Canada Electrical Inc. (collectively, the “Canadian Affiliates,” together with the Filer and other affiliates of the Filer, the “Rexel Group”). Each of the Canadian Affiliates is a direct or indirect controlled subsidiary of the Filer and is not, and has no current intention of becoming, a reporting issuer under the Legislation. The greatest number of employees of Canadian Affiliates are employed in Ontario and in comparison with the other Jurisdictions, the greatest proportion of Rexel’s Canadian operations is located in Ontario.
3. As of the date hereof and after giving effect to the Employee Share Offering, Canadian residents do not and will not beneficially own (which term, for the purposes of this paragraph, is deemed to include all Shares held by the Compartments on behalf of Canadian Participants) more than 10% of the Shares and do not and will not represent in number more than 10% of the total number of holders of the Shares as shown on the books of the Filer.
4. Only persons who are employees of a member of the Rexel Group during the subscription period for the Employee Share Offering and who meet other employment criteria (the “Qualifying Employees”) will be allowed to participate in the Employee Share Offering.
5. As set forth above, the Temporary Fund is and the Principal Classic Compartment is a compartment of, a fonds communs de placement d’entreprise, or FCPE, which is a shareholding vehicle of a type commonly used in France for the conservation or custodianship of shares held by employee investors, which must be registered with and approved by the Autorité des marchés financiers in France (the “French AMF”) at the time of its creation. The Compartments are established for the purpose of implementing the Employee Share Offering. There is no current intention for the Compartments to become reporting issuers
minicounsel