2008 Registration Document - Rexel

Rexel is a holding company that was incorporated in December 2004. It has nooperating activities of its own, but acquired Rexel Distribution and its subsidiaries onMarch 16, 2005 through its subsidiary Ray Acquisition S.C.A., which became RexelDéveloppement. On December 21, 2007, Rexel submitted an offer to purchase all ofthe securities of Hagemeyer, the settlement-delivery of which occurred on April 21,2008.Following the completion of the Offer, Rexel took over the control of Hagemeyer.Concomitantly with this transaction, Rexel and Sonepar entered into the Assets Salesand the Assets Swaps. All of these transactions were completed on June 30, 2008.This Chapter 14 therefore contains:− Rexel’s consolidated financial statements for the year ended December 31, 2008,prepared in accordance with International Financial Reporting Standards (“IFRS”),as adopted by the European Union and as applicable at such dates;− Rexel’s annual financial statements for the year ended December 31, 2008,prepared in accordance with accounting standards and principles applicable inFrance; and− pro forma financial information for Rexel for the year ended December 31, 2008,established to reflect the impact of (i) the completion of the Hagemeyer Transaction(as such term is defined in paragraph 2.2 of this Document de Référence), and(ii) the sale of the business of distribution of electrical products of Hagemeyer inIreland, as if they had occurred as of January 1, 2008.Furthermore, pursuant to article 28 of the Commission Regulation (EC) N°809/2004of April 29, 2004, the following information is incorporated by reference in thisDocument de Référence:− the consolidated financial statements, the annual financial statements and therelated audit reports for the year ended December 31, 2007 which are included inpages 172 to 241 of the Document de Référence for the year ended December 31,2007 filed by Rexel with the Autorité des marchés financiers on April 30, 2008,under number R.08-046; and− the consolidated financial statements and the related audit reports for the yearended December 31, 2006 which are included in pages 194 to 283 of the Documentde Base filed by Rexel with the Autorité des marchés financiers on February 21,2007 under number I.07-011.The information of these documents that is not incorporated by reference in thisDocument de Référence is either irrelevant for the investor or is covered in anothersection of this Document de Référence.Rexel had provided in the Document de Référence filed with the French Autorité desmarchés financiers on April 30, 2008, under number R.08-046, pro forma financialinformation for the year ended December 31, 2007. This information is not incorporatedfor comparison purposes in this Document de Référence insofar as Rexel establishesits comparisons on the basis of data presented in Chapter 6 of this Document deRéférence. Furthermore, this data relates to a period in which Rexel had no controlover the management of, and the information produced by, Hagemeyer.REXEL 2008 | PAGE 155