2008 Registration Document - Rexel

More documents

Recommendations

Info

12. Shareholdersleast €150 million (it being clarified that such an offeringmay not be initiated within six months of the completionof a similar offering without the prior approval of CD&R,Eurazeo and MLGPE). The other parties to the LiquidityAgreement will have the right to participate in suchblock trades or offerings, pro rata to their respectiveshareholdings.The transfer of Rexel’s shares between affiliates of the partiesto the Liquidity Agreement are authorized since January 1,2008, at any time, subject to the transferee affiliate agreeingto adhere to the provisions of the Liquidity Agreement. Inaddition, the Liquidity Agreement will not apply to markettransactions or asset management transactions effectedby any bank or asset management company affiliated withCD&R, Eurazeo or MLGPE.The Liquidity Agreement also provides that any sale of Rexelshares to a competitor of the Rexel Group be subject tothe prior approval of CD&R, Eurazeo and MLGPE (with theexception of sales made in the context of a public offeringcovering 100% of the shares of Rexel).The Liquidity Agreement will remain in effect until the laterof (i) the second anniversary of the initial public offeringof Rexel and (ii) the date on which CD&R, Eurazeo andMLGPE cease to collectively hold, directly or indirectly, atleast 40% of Rexel’s capital. In any case, the provisions ofthe Liquidity Agreement will cease to be applicable afterthe fifth anniversary of the initial public offering of Rexel.Furthermore, the provision of the Liquidity Agreementwill cease to apply to any party whose direct or indirectshareholding in Rexel becomes less than 5%.12.5.4 Public Offering Rights AgreementOn February 13, 2007, Ray Investment, CD&R, Eurazeo,MLGPE, the Caisse de Dépôt et de Placement du Québecand Citigroup Venture Capital Equity Partners L.P. onFebruary 13, 2007 entered into an agreement in order tostructure their relationship in the context of the proposedinitial public offering (the “Public Offering RightsAgreement”).Each of the partners of Ray Investment is able to requestthat, starting January 1, 2008, Ray Investment proceedswith the repurchase of all of such partner’s current interestsin Ray Investment in exchange for the correspondingamount of Rexel’ shares held by Ray Investment.In addition, in the event that Ray Investment effects a capitaldecrease through the repurchase of ownership interestsusing proceeds from the sale of shares in the proposedinitial public offering of Rexel, each of the partners of RayInvestment will be entitled to participate in this capitaldecrease, pro rata to their interest in Ray InvestmentPayment for such interests will be made through cash orshares of Rexel held by Ray Investment. This foregoing willremain true, even if such a capital decrease occurs beforeJanuary 1, 2008.12.5.5 Cooperation AgreementOn April 4, 2007, Ray Investment and its partners enteredinto an agreement (the “Cooperation Agreement”) inorder to structure their relationships in case of sale of Rexel’sshares by Ray Investment or its partners in the context of apublic offering or a private placement and to the extent thatthe proceeds of such offering would exceed €100 million(except for any public offer outside of France that wouldrequire the filing of a prospectus by a market authority).The Cooperation Agreement notably specifies the termsand conditions of the parties’ participation in the preparationof the offering documents, the memoranda to underwritersand institutional buyers as well as the due diligences to beconducted in the context of these transactions. Rexel willnot have to take part to any disposal transaction carriedout within the six months following any capital increaseor disposal of shares, if the proceeds of the latter exceed€100 million (except for the initial public offering of Rexel’sshares). Similarly, Rexel has no obligation to take part toany disposal transaction carried out within the six monthsfollowing any capital increase or disposal of shares duringthe lock-up period, the length of which could be possiblymodified upon request of the underwriters. Furthermore,Rexel has no obligation to assist Ray Investment or itspartners in the context of any secondary offering if/as longas Rexel’s Supervisory Board considers that taking part tothe latter would go against Rexel’s corporate purpose.PAGE 146 | REXEL 2008
13. Related partytransactions13.1 Principal related party transactions ................... 14813.2 Special reports of the statutory auditorsin relation to related party agreements ............... 14913.2.1 Special report of the statutory auditors in relation to the related party agreementsfor 2008 ................................................................14913.2.2 Special reports of the statutory auditors in relation to the related party agreementsfor 2007 and 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153REXEL 2008 | PAGE 147
Page 1:
Leadership and proximityDocument de
Page 4 and 5:
[This page is intentionally left bl
Page 6 and 7:
Page 8 and 9:
General informationIn this Document
Page 10 and 11:
1. Selected financial dataThe follo
Page 12 and 13:
2. Information about the Rexel Grou
Page 14 and 15:
Page 16 and 17:
Page 18 and 19:
Page 20 and 21:
Page 22 and 23:
3. Business description3.1 Professi
Page 24 and 25:
3. Business description− security
Page 26 and 27:
3. Business descriptioni.e., approx
Page 28 and 29:
3. Business descriptionIn each of t
Page 30 and 31:
3. Business description− growing
Page 32 and 33:
3. Business description3.2.2 The Re
Page 34 and 35:
3. Business description3.3.2 Divers
Page 36 and 37:
3. Business descriptionin a profita
Page 38 and 39:
3. Business descriptionthat its cus
Page 40 and 41:
3. Business description3.7 RESEARCH
Page 42 and 43:
4. Risk factors4.1 Risks relating t
Page 44 and 45:
4. Risk factorsthe commercial polic
Page 46 and 47:
4. Risk factors4.3 LEGAL AND REGULA
Page 48 and 49:
4. Risk factorsNon-compliance by th
Page 50 and 51:
5. Corporate responsibility5.1 empl
Page 52 and 53:
5. Social responsibilityHeadcount b
Page 54 and 55:
5. Social responsibilityAware of th
Page 56 and 57:
5. Social responsibilityaccount for
Page 59 and 60:
eality of the market and the low le
Page 61 and 62:
− promotion days at branches or a
Page 63 and 64:
5.3.2.1 Consumption of raw material
Page 65 and 66:
Emissions per item on the basis of
Page 67 and 68:
5.4 STATUTORY AUDITOR’S REPORT ON
Page 69 and 70:
6. Operating and financialreview6.1
Page 71 and 72:
6.1.2 SeasonalityNotwithstanding th
Page 73 and 74:
6.2 COMPARISON OF THE FINANCIAL RES
Page 75 and 76:
The following table analyzes the ch
Page 77 and 78:
In the year 2008, sales increased b
Page 79 and 80:
In the year 2008, sales in North Am
Page 81 and 82:
to 2007, while sales grew 6.3%. Adj
Page 83 and 84:
Pursuant to article 28 of the Commi
Page 85 and 86:
Financial investments also included
Page 87 and 88:
− Facility C, which was a multi-c
Page 89 and 90:
The main characteristics of these p
Page 91 and 92:
7.2.4.1 Operating leasesThe above t
Page 93 and 94:
The trends and objectives presented
Page 95 and 96:
9. Profit forecastsor estimates9.1
Page 97 and 98: 9.2 REXEL GROUP FORECASTS FOR 2009G
Page 99 and 100: Rexel is a company with limited lia
Page 101 and 102: Jean-Dominique Perret has been a me
Page 103 and 104: 10.2 SUPERVISORY BOARD10.2.1 Compos
Page 105 and 106: Surname, name,professional addressa
Page 108 and 109: 10. Management and Supervisory Bodi
Page 120 and 121: 11. Compensation of corporate offic
Page 132 and 133: 12. Shareholders12.1 Principal shar
Page 134 and 135: 12. ShareholdersMerrill Lynch Globa
Page 136 and 137: 12. ShareholdersThe total number of
Page 138 and 139: 12. Shareholdersemployees of Rexel
Page 140 and 141: 12. ShareholdersDuring the financia
Page 142 and 143: 12. Shareholdersindebtedness of Rex
Page 144 and 145: 12. ShareholdersThe table below sum
Page 146 and 147: 12. ShareholdersFCE20070042, on beh
Page 150 and 151: 13. Related party transactions13.1
Page 152 and 153: 13. Related party transactionsWe ha
Page 154 and 155: 13. Related party transactionsyour
Page 156 and 157: 14. Financial informationconcerning
Page 158 and 159: 14. Financial information concernin
Page 198 and 199:
14. Financial information concernin
Page 200 and 201:
Page 202 and 203:
Page 204 and 205:
Page 206 and 207:
Page 208 and 209:
Page 210 and 211:
Page 212 and 213:
Page 214 and 215:
Page 216 and 217:
Page 218 and 219:
Page 220 and 221:
Page 222 and 223:
Page 224 and 225:
Page 226 and 227:
Page 228 and 229:
Page 230 and 231:
Page 232 and 233:
Page 234 and 235:
Page 236 and 237:
Page 238 and 239:
Page 240 and 241:
Page 242 and 243:
15. Additional informationRexel is
Page 244 and 245:
15. Additional informationAuthoriza
Page 246 and 247:
15. Additional informationDeclarati
Page 248 and 249:
15. Additional informationTransacti
Page 250 and 251:
15. Additional informationEach Mana
Page 252 and 253:
15. Additional information− propo
Page 254 and 255:
15. Additional informationmeeting b
Page 256 and 257:
15. Additional information15.2.8 Sp
Page 258 and 259:
17. Documents availableto the publi
Page 260 and 261:
18. Responsibility forthe Document
Page 262 and 263:
19. Statutory auditors19.1 Principa
Page 264 and 265:
Annex 1Report of the Chairman of th
Page 266 and 267:
Annex 1− authorization of regulat
Page 268 and 269:
Annex 1This contractual indemnity i
Page 270 and 271:
Annex 1− the payment of 50% of th
Page 272 and 273:
Annex 1Additional retirement planA
Page 274 and 275:
Annex 1− authorization to be give
Page 276 and 277:
Annex 12. Implemented internal cont
Page 278 and 279:
Annex 1defined a set of procedures,
Page 280 and 281:
Annex 2Report of the Statutory Audi
Page 282 and 283:
Annex 3Report of the Supervisory Bo
Page 284 and 285:
Annex 4Report of the Management Boa
Page 286 and 287:
Annex 42. Resolutions requiring the
Page 288 and 289:
Annex 4Group, which may be existing
Page 290 and 291:
Annex 4AuthorizationIssuance in con
Page 292 and 293:
Annex 5Having reviewed the report o
Page 294 and 295:
Annex 5II. Resolutions to be submit
Page 296 and 297:
Annex 5of the proper performance of
Page 298 and 299:
Annex 5Board in accordance with the
Page 300 and 301:
Annex 5accordance with the provisio
Page 302 and 303:
Annex 55. Decided that this delegat
Page 304 and 305:
Annex 6DateTitleDecember 11, 2008Re
Page 306 and 307:
Annex 7Regulation (EC) 809/2004 of
Page 308 and 309:
Annex 7Regulation (EC) 809/2004 of
Page 310 and 311:
show all

2008 Registration Document - Rexel

Create successful ePaper yourself

Delete template?

Save as template?