2008 Registration Document - Rexel

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14. Financial information concerning the assets andliabilities, financial position and profits and lossesof Rexel3.1.2 Other transactions entered into with Soneparconcurrently with Hagemeyer acquisitionIn addition to the disposal of the Sonepar Entities, theagreement between Rexel and Sonepar provided thatRexel was to transfer to Sonepar its assets and businesseslocated in Germany and that Sonepar was to transfer toRexel its assets and businesses located in Sweden. Theprice of the said transfers was calculated on the basis ofthe same formula as the pricing for the transfers to Soneparof certain assets of Hagemeyer. In that respect, Rexel andSonepar completed these transactions in June 2008.Disposal of Rexel’s business in GermanyOn June 20, 2008, Rexel entered into a stock purchaseagreement with Sonepar for the sale of Rexel DeutschlandGmbH, the company which operated Rexel’s activities inGermany prior to the Hagemeyer’s transaction, for a totalconsideration of €177.0 million. The sale was completedon June 30, 2008 with the effective transfer of the sharesto Sonepar. Capital gain on disposal of Rexel DeutschlandGmbH amounted to €104.9 million before tax (see note 7.1other income and note 9.3 for tax effect). Following thetransfer of control of Rexel’s business to Sonepar whichwas deemed at completion of Hagemeyer offer, thiscompany has been deconsolidated as from April 1, 2008and was presented separately on line “Assets held for sale”as of March 31, 2008. As part of this agreement, Rexelprovided warranties on subsequent losses suffered by thebuyer in connection with certain claims from third partiesand tax claims incurred for periods up to the transactiondate with certain limitations. Warranties will expire at thefirst anniversary of the transaction except for tax matterswarranty which will expire at the earlier of three monthsafter the final tax assessment and the statutory limitationperiod for the relevant tax. Rexel GmbH has retainedpotential liabilities for certain claims for a maximum amountof €1 million.Acquisition of Sonepar’s business in SwedenOn June 18, 2008, Rexel entered into a stock purchaseagreement with Sonepar relating to the acquisition of MoelAktiebolag and Storel Aktiebolag, two companies operatingin Sweden with net sales of €200.1 million in 2007. The totalconsideration paid for these acquisitions was €84.4 millionplus acquisition costs of SEK3.1 million (€0.3 million). Aspart of this agreement, Sonepar provided warranties onsubsequent losses suffered by the buyer in connectionwith certain claims from third parties and tax claimsincurred for periods up to the transaction date with certainlimitations. Warranties will expire at the first anniversaryof the transaction except for tax matters warranty whichwill expire at the earlier of three months after the final taxassessment and the statutory limitation period for therelevant tax. These companies have been consolidated asfrom July 1, 2008. As at December 31, 2008, the goodwillrelated to this acquisition and determined on a provisionalbasis, amounted to €49.7 million (€56.8 million at theacquisition date).In aggregate, the net proceeds received from the disposalof the non-retained Hagemeyer entities for €731.5 million,and from the asset swap between Rexel’s business inGermany and Sonepar’s business in Sweden for a netamount of €90.5 million, together with the debt incurred bythe Sonepar Entities and transferred to Sonepar amountedto €1.7 billion.3.1.3 Other transactions entered into with third partiesconcurrently with Hagemeyer acquisitionThe following assets acquired through the businesscombination with Hagemeyer were disposed of in 2008 andclassified as assets held for sale at the acquisition date attheir fair value less costs to sell.Divestiture of Hagemeyer electrical supplies business inIrelandThe acquisition of Hagemeyer was authorised by theEuropean competition authorities subject to the divestitureof Hagemeyer’s electrical distribution business in Ireland.In accordance with this commitment, Rexel completed thesale of this business to EWL Electric Limited for €0.9 million(net of selling costs), in July 18, 2008.Divestiture of Bally Hong KongOn July 23, 2008, Rexel entered into an agreement todispose its 25% investment in Bally Hong Kong Ltd, anentity operating within the ACE division of Hagemeyer andspecialized in the wholesale of Bally’s product in Asia, toBally International Ltd for an amount of CHF11.9 million(€8.0 million). In addition, Rexel received a dividend for anamount of HK$19.0 million (€1.5 million) at completion ofthe transaction.Proceeds from disposal of subsidiaries, net of cashdisposed of amounted to €905.2 million for the yearended December 31, 2008 and mainly related to disposalof Sonepar Entities (for €731.5 million) disposal of Rexel’sbusiness in Germany (€162.8 million net of cash disposedof) and divestiture of Hagemeyer electrical supplies businessin Ireland and Bally Hong Kong (for respectively €0.9 millionand €9.5 million).PAGE 170 | REXEL 2008
As of December 31, 2008, the preliminary allocation of the Hagemeyer purchase price is as follows:(in millions of euros)Cash consideration for ordinary shares at €4.85 per share (1) 2,836.1Cash consideration for convertible bonds (2) 266.0Estimated acquisition costs 51.0Total cash consideration (1) 3,153.1Fair value of assets disposed of to Sonepar, less costs to sell (2) (712.9)Net book value of Hagemeyer net assets at March 31, 2008 (3) 1,143.2Less book value of historical goodwill and intangible assets (3) (216.7)Conversion of convertible bonds 110.9Minority interests (16.5)Book value of assets acquired excluding acquired goodwill (3) 1,020.9Estimation of fair value adjustmentsDistribution networks 161.1Customer relationships 48.9Private labels 61.2Supplier contracts for ACE division 19.2Properties 19.6Investment in associates step up 5.1Fair value adjustment of employee benefits liability (1.4)Deferred income taxes on the above adjustments (83.5)Total fair value adjustments (4) 230.2Fair value of identifiable assets acquired (3) + (4) = (5) 1,251.1Goodwill on acquisition (1) + (2) – (5) 1,189.1(1) Including ordinary shares acquired on the market during the year ended December 2007 at an average price of €4.73.(2) Net of interests received for the period beginning on March 31, 2007 and ended on March 31, 2008.(3) Excluding net assets transferred to Sonepar.REXEL 2008 | PAGE 171
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Leadership and proximityDocument de
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General informationIn this Document
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1. Selected financial dataThe follo
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2. Information about the Rexel Grou
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3. Business description3.1 Professi
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3. Business description− security
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3. Business descriptioni.e., approx
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3. Business descriptionIn each of t
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3. Business description− growing
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3. Business description3.2.2 The Re
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3. Business description3.3.2 Divers
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3. Business descriptionin a profita
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3. Business descriptionthat its cus
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3. Business description3.7 RESEARCH
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4. Risk factors4.1 Risks relating t
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4. Risk factorsthe commercial polic
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4. Risk factors4.3 LEGAL AND REGULA
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4. Risk factorsNon-compliance by th
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5. Corporate responsibility5.1 empl
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5. Social responsibilityHeadcount b
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5. Social responsibilityAware of th
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5. Social responsibilityaccount for
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eality of the market and the low le
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− promotion days at branches or a
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5.3.2.1 Consumption of raw material
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Emissions per item on the basis of
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5.4 STATUTORY AUDITOR’S REPORT ON
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6. Operating and financialreview6.1
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6.1.2 SeasonalityNotwithstanding th
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6.2 COMPARISON OF THE FINANCIAL RES
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The following table analyzes the ch
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In the year 2008, sales increased b
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In the year 2008, sales in North Am
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to 2007, while sales grew 6.3%. Adj
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Pursuant to article 28 of the Commi
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Financial investments also included
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− Facility C, which was a multi-c
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The main characteristics of these p
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7.2.4.1 Operating leasesThe above t
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The trends and objectives presented
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9. Profit forecastsor estimates9.1
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9.2 REXEL GROUP FORECASTS FOR 2009G
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Rexel is a company with limited lia
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Jean-Dominique Perret has been a me
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10.2 SUPERVISORY BOARD10.2.1 Compos
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Surname, name,professional addressa
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10. Management and Supervisory Bodi
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11. Compensation of corporate offic
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15. Additional informationRexel is
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15. Additional informationAuthoriza
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15. Additional informationDeclarati
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15. Additional informationTransacti
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15. Additional informationEach Mana
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15. Additional information− propo
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15. Additional informationmeeting b
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15. Additional information15.2.8 Sp
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17. Documents availableto the publi
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18. Responsibility forthe Document
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19. Statutory auditors19.1 Principa
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Annex 1Report of the Chairman of th
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Annex 1− authorization of regulat
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Annex 1This contractual indemnity i
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Annex 1− the payment of 50% of th
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Annex 1Additional retirement planA
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Annex 1− authorization to be give
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Annex 12. Implemented internal cont
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Annex 1defined a set of procedures,
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Annex 2Report of the Statutory Audi
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Annex 3Report of the Supervisory Bo
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Annex 4Report of the Management Boa
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Annex 42. Resolutions requiring the
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Annex 4Group, which may be existing
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Annex 4AuthorizationIssuance in con
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Annex 5Having reviewed the report o
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Annex 5II. Resolutions to be submit
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Annex 5of the proper performance of
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Annex 5Board in accordance with the
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Annex 5accordance with the provisio
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Annex 55. Decided that this delegat
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Annex 6DateTitleDecember 11, 2008Re
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Annex 7Regulation (EC) 809/2004 of
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Annex 7Regulation (EC) 809/2004 of
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2008 Registration Document - Rexel

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