2008 Registration Document - Rexel

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14. Financial information concerning the assets andliabilities, financial position and profits and lossesof RexelPrincipal subsidiaries and other investmentsCorporate nameA/ FRENCHSUBSIDIARIESRegisteredofficeCapitalReservesand retainedearnings(excludingcurrent yearresults)December 31, 2008 (in millions of euros)Percentageshare capitalheldCarrying of valueshareholdingCostNBVOutstandingloansGuaranteesgranted byRexel S.A.CurrentyearresultsDividendsreceivedREXEL Développement SAS Paris 1,010.3 134.3 100.00% 1,474.9 1,474.9 1,396.0(1)(17.8) 0.2 43.3REXEL Distribution Paris 83.7 1,136.0 0.0023% 8.3 8.3 143.9(1)(115.7) 34.5 3.41,094.0 1,270.3 1,483.2 1,483.2 1,539.9 (133.5) 34.7 46.7B/ FOREIGNSUBSIDIARIESTOTAL 1,094.0 1,270.3 1,483.2 1,483.2 1,539.9 (133.5) 34.7 46.7(1) Within the context of the New Credit Senior Agreement, Rexel and Rexel Distribution guarantee, on a joint basis, all of the obligations of theirrespective subsidiaries.SalePAGE 220 | REXEL 2008
Notes1. Description of businessRexel was incorporated in December 2004. Its businessis the management of its investments which compriseprimarily Rexel Développement SAS and Rexel Distributionshares and the financing of its subsidiaries.2. Accounting principlesThe financial statements for the year ended December 31,2008 are presented with comparative amounts for the yearended December 31, 2007 and have been prepared inaccordance with French law and with accounting principlesgenerally accepted in France.The accounting principles set out below have been appliedin a prudent manner, and in conformity with the followingbasic concepts:− going concern,− consistency,− cut-off.Significant accounting principles used are as follows:2.1 Long-term financial assetsLong-term investments are initially measured at acquisitioncost. A valuation allowance is recorded when cost exceedstheir value, defined as value in use. Rexel determines thevalue in use of long-term investments in subsidiaries on thebasis of forecast future cash flows less net debt. When thecarrying amount exceeds value in use, an impairment writedownis made in an amount equal to the difference.2.2 Receivables and payablesReceivables and payables are recorded at historical cost.When considered necessary, receivables are subject to anallowance to cover the risk of non-recovery.2.3 Short-term investmentsShort-term investments are recorded at acquisition cost,with a provision to cover any unrealized losses.2.4 BondsBond issue costs are amortized over the life of bonds.2.5 Essential events of the period1/ Hagemeyer acquisitionFollowing the tender offer on Hagemeyer’s shares andbonds ended on March 25, 2008 and initiated in accordancewith the agreement entered into on November 22, 2007between Rexel, Kelium (the offeror and an indirectsubsidiary of Rexel), Sonepar and Hagemeyer, Rexel,acquired control of Hagemeyer NV, a Netherland basedcompany operating as a worldwide distributor of electricalsupplies. This offer was for all of the outstanding shares ofHagemeyer, with a par value of €1.20 each, at a price of€4.85 per share (with coupon) and all of the subordinatedconvertible bonds issued and outstanding bearing interestat a fixed rate 3.50% and maturing in 2012. Following theoffer period witch ended on March 25, 2008, Rexel, throughKelium, holds, as of December 31, 2008, 585,045,822 ofHagemeyer’s outstanding shares, or 99.13% of the ordinaryshares of Hagemeyer and 100% of the convertible bondsissued by Hagemeyer, i.e., 133,965 bonds.2/ Financing of the Offer on HagemeyerWithin the context of financing the tender offer onHagemeyer’s shares, Rexel, as borrower and guarantor,and Kelium, as borrower, entered into a €5.4 billion creditagreement on December 19, 2007 with Calyon, CréditIndustriel et Commercial (CIC), HSBC France, HSBC Bankplc, ING Bank NV, Natixis and The Royal Bank of ScotlandPlc. This Senior Credit Agreement was entered into tofinance Hagemeyer acquisition and to refinance the entiretyof the existing debt of Rexel and Hagemeyer.3. Notes to the income statement3.1 Operating revenues and expensesOperating income amounts to €2.6 million and relatesprincipally to services provided to subsidiaries.Operating expenses amount to €17.3 million and mainlycomprise the fees, and others expenses for €8.8 million,bank charges for €3.2 million and personnel costs for€5.3 million.3.2 Net financial incomeNet financial income corresponds to a net proceed of€131.1 million, comprising the following:− Financial income representing dividends received fromsubsidiaries for an amount of €34.7 million and intereston loans to its subsidiaries Rexel Développement for anamount of €66.6 million and Rexel Distribution, for anamount of €34.4 million.− Financial expenses representing the write-down ofRexel treasury shares in an amount of €2 million andthe result of sales for €2.7 million, these shares havingbeen acquired in accordance with the share repurchaseprogramme (see § 4.2).3.3 Non-recurring income and expensesThe non-recurring expenses amount to €0.2 million,representing principally the tax consolidation loss for theyear 2007.3.4 Compensation of company officersBoard attendance fees paid to company officers during2008 amount to €0.3 million.Compensation paid to officers company in 2008, amountsto €3.2 million.REXEL 2008 | PAGE 221
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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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12. Shareholders12.1 Principal shar
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12. ShareholdersMerrill Lynch Globa
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12. ShareholdersThe total number of
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12. Shareholdersemployees of Rexel
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12. ShareholdersDuring the financia
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12. Shareholdersindebtedness of Rex
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12. ShareholdersThe table below sum
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12. ShareholdersFCE20070042, on beh
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12. Shareholdersleast €150 millio
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13. Related party transactions13.1
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13. Related party transactionsWe ha
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13. Related party transactionsyour
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14. Financial informationconcerning
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14. Financial information concernin
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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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