Headnote National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions –Application for relief from prospectus and dealer registration requirements in respect of certain trades in units made in connection with an employee share offering by a French issuer – Relief from prospectus and dealer registration requirements upon the redemption of units for shares of the issuer – The offering involves the use of collective employee shareholding vehicles, each a fonds communs de placement d’entreprise (FCPE) – The Filer cannot rely on the employee prospectus exemption in section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions and the exemption in section 8.16 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is not available as the shares are not being offered to Canadian employees directly by the issuer but through the FCPEs – Canadian employees will receive disclosure documents – The FCPEs are subject to the supervision of the French Autorité des marchés financiers – Relief granted, subject to conditions. Applicable Legislative Provisions Securities Act, R.S.O. 1990, c.S.5, as am., ss. 25, 53 and 74(1) National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations National Instrument 45-102 Resale of Securities National Instrument 45-106 Prospectus and Registration Exemptions
August 2nd, 2013
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 S.A (the “Filer”)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for
- an exemption from the prospectus requirements of the Legislation (the “Prospectus Relief”) so that such requirements do not apply to
(a) trades in:
(i) units (the “Principal Classic Units”) of Rexel Actionnariat Classique International (the “Principal Classic FCPE”), which is a fonds commun de placement d’entreprise or “FCPE,” a form of collective shareholding vehicle commonly used in France for the conservation of shares held by employee-investors;
(ii) units (together with the Principal Classic Units, the “Classic Units”) of a temporary FCPE named Rexel Actionnariat Classique International Relais 2013 (the “Temporary Classic FCPE”), which will merge with the Principal Classic FCPE following the Employee Share Offering (as defined below), such transaction being referred to as the “Merger”, as further described below (the term “Classic FCPE” used herein means, prior to the Merger, the Temporary Classic FCPE, and following the Merger, the Principal Classic FCPE); and
(iii) units (together with the Classic Units, the “Units”) of the Transfer FCPE (as defined below);
made pursuant to the Employee Share Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdiction or in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador and Northwest Territories (collectively, the “Canadian Employees,” and Canadian Employees who subscribe for Units, the “Canadian Participants”); and
(b) trades of ordinary shares of the Filer (the “Shares”) by the Classic FCPE or Transfer FCPE to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants;
- an exemption from the dealer registration requirements of the Legislation (the “Registration Relief”) so that such requirements do not apply to the Rexel Group (as defined below and which, for clarity, includes the Filer and the Canadian Affiliates (as defined below)), the Temporary Classic FCPE, the Transfer FCPE, the Principal Classic FCPE and BNP Paribas Asset Management SAS (the “Management Company”) in respect of:
(a) trades in Units made pursuant to the Employee Share Offering to or with Canadian Employees; and
(b) trades in Shares by the Classic FCPE or Transfer FCPE to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.
(the Prospectus Relief and the Registration Relief, collectively, the “Offering 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 (together with the Jurisdiction, the “Jurisdictions”).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning as used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
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 or the securities legislation of the other Jurisdictions. The head office of the Filer is located in France and the Shares are listed on NYSE Euronext Paris. The Filer is not in default under the Legislation or the securities legislation of the other Jurisdictions.
The Filer carries on business in Canada through certain affiliated companies that employ Canadian Employees, including Rexel North America Inc. and Rexel Canada Electrical Inc. (collectively, the “Canadian Affiliates,” and 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 or the securities legislation of the other Jurisdictions. None of the Canadian Affiliates is in default under the Legislation or the securities legislation of the other Jurisdictions.
The Filer has established a global employee share offering for employees of the Rexel Group (the “Employee Share Offering”). 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 Classic FCPE 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.
The Employee Share Offering is comprised of one subscription option, being an offering of Shares to be subscribed through the Temporary Classic FCPE, which Temporary Classic FCPE will be merged with the Principal Classic FCPE after completion of the Employee Share Offering, subject to the approval of the supervisory boards of the FCPEs and the French AMF (defined below) (the “Classic Plan”).
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 “Employees”) and persons who have retired from an affiliate of the Filer and who continue to hold units in FCPEs in connection with previous employee share offerings by the Filer (the “Retired Employees,” and together with the Employees, the “Qualifying Employees”), will be permitted to participate in the