2008 Registration Document - Rexel

More documents

Recommendations

Info

14. Financial information concerning the assets andliabilities, financial position and profits and lossesof Rexel19.2 Change in net financial liabilitiesAs of December 31, 2008 and December 31, 2007, change in net financial liabilities is as follows:(in millions of euros) 2008 2007At January 1, 1,606.6 3,901.0Net change in shareholders’ loan – (1,039.9)Early repayment of Senior Subordinated Notes – (600.0)Reimbursement of Senior Credit Agreement 2005 – (1,596.2)Subscription of Credit Agreement 2007 – 999.4Reimbursement of Senior Credit Agreement 2007 (1) (947.5) –Re-financing of Hagemeyer pre-acquisition debt (1) (260.0) –Subscription of Credit Agreement 2008 (1) 4,323.1 –Reimbursement of Senior Credit Agreement 2008 (2) (1,927.6) –Transaction costs of Credit Agreement 2008 (3) (66.6) –Transaction costs of European securitization program 2008 (3) (4.6) –Repayment of the 1998 Indexed bond (45.7) –Net change in other credit facilities and bank overdrafts (40.3) (16.1)Net change in credit facilities 1,030.8 (1,212.9)Net change in securitization (5) 354.0 42.2Payment of finance lease liabilities (4) (66.3) (26.9)Net change in financial liabilities 1,318.5 (1,197.6)Change in cash and cash equivalents (246.0) (46.4)Foreign currency exchange discrepancies (85.2) (101.6)Change in consolidation scope (6) 314.6 15.0Amortization of transaction costs 39.6 82.4Other changes (16.1) (6.3)At December 31, 2,932.0 1,606.6(1) Refinancing of the 2007 Senior Credit Agreementand pre-acquisition debt of HagemeyerAs of March 14, 2008, following the acquisition ofHagemeyer, the remaining amount due under Facility A ofthe 2007 Senior Credit Agreement, was entirely redeemed inadvance for an amount of €947.5 million. At the same time,the multicurrency line of credit of the Hagemeyer Group,amounted to €281.1 million as of March 14, 2008, wasentirely repaid and refinanced by an advance of treasury foran amount of €260 million.These Credit Agreements were refinanced by drawingsunder the Senior Credit Agreement for an amount of€4,312.0 million (€4,323.1 million converted at averagerates as at December 31, 2008 originally composedof a multicurrency credit Facility A for an amount of€3,092.2 million, and two others credit facilities, C and D,for respectively €737 million and €493.9 million).(2) Reimbursement of facilities underthe Senior Credit AgreementFollowing the sale to Sonepar of non-retained Hagemeyerentities in June 2008 (as described in note 3.1) and theimplementation of a European securitization program inDecember 2008 (as described in note 19.1.2), Rexel repaid€1,927.6 million of the Senior Credit Agreement, includingthe paying off of the Facility C for €737.0 million andpartial reimbursement of Facility A and D for respectively€783 million and €407.6 million.(3) Transaction costsTransaction costs related to the Senior Credit Agreementand the European securitization program are presented innet change in credit facilities for an amount of respectively€65.8 million and €4.6 million.PAGE 198 | REXEL 2008
(4) Payment of finance lease liabilitiesChange in finance lease liabilities mainly includes repaymentfor an amount of €26.9 million of finance lease debt relatedto the disposal of seven lease contracts in France (seenote 7.1).(5) Net change in securitizationNet change in securitization includes drawings under theEuropean securitization program set up in December 2008for an amount of €292.4 million.(6) Change in consolidation scopeChange in consolidation scope includes the take-over ofHagemeyer indebtedness and Sonepar indebtedness inSweden at acquisition date for an amount of €320.0 millionless Germany debt for €6.0 million following the disposal ofRexel historical business in Germany (see note 3).In the year ended December 31, 2007, net change incredit facilities included the reimbursement of the SeniorSubordinated Notes of €600.0 million, the refinancing of the2005 Senior Credit Agreement for an amount of €1.6 billionand the drawdown of a facility under the 2007 Senior CreditAgreement for an amount of €1.0 billion.20. MARKET RISKS AND FINANCIALINSTRUMENTS20.1 Interest rate hedgingIn order to hedge its exposure to floating rates, the Grouphas adopted an interest rate hedging strategy aimed atmaintaining a hedging ratio (including fixed and cappedinterest rates) close to three-fourths of the net financial debtand the remaining at variable interest rates.Every month the Group monitors the interest rate risk duringthe treasury committees, with the involvement of the topmanagement. This process enables the Group to assessthe efficiency of the hedges and to adapt them to theunderlying indebtedness where necessary. The breakdownof financial debt between fixed and variable rates, beforeand after hedging, is as follows:As of December 31,(in millions of euros)2008 2007Fixed rate finance leases and other fixed rate debt 35.0 40.2Financing fees (47.3) (16.0)Fixed rate debt before hedging (12.3) 24.2Variable to fixed rate swaps 1,183.0 999.1Interest rate options – Caps 1,087.8 315.9Subtotal fixed or capped rate debt after hedging 2,258.5 1,339.2Variable rate debt before hedging 3,751.4 2,097.7Variable to fixed rate swaps (1,183.0) (999.1)Active Interest rate options – Caps and Collars (69.3) –Cash and cash equivalents (807.0) (515.2)Subtotal variable rate debt after hedging 1,692.1 583.4Inactive interest rate options – Caps and Collars (1,018.6) (315.9)Subtotal variable rate debt 673.5 267.5Total financial debt and accrued interests 2,932.0 1,606.7In accordance with the policy laid down above, the Group hasentered into euro-, US dollar-, Canadian dollar-, Australiandollar- and Swedish Krona- denominated interest-rateswap contracts, exchanging floating rates for fixed rates. Ithas also entered into US dollar, Euros, Pound Sterling, andCanadian dollar- denominated caps and collars contracts.These derivatives mature between December 2008 andSeptember 2012. It is the Group’s intention to renewany of these swaps in order to hedge the variability offuture interest expense related to its floating interest debtaccording to its policy. The allocation of hedging instrumentsamong currencies hinges upon the Group’s expectationsconcerning the evolution of the interest rates linked to thosecurrencies. Those instruments are classified as cash flowhedges and are measured at fair value.REXEL 2008 | PAGE 199
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 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
11. Compensation of corporate offic
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
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 148 and 149:
12. Shareholdersleast €150 millio
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 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?