2007 reference document - Legrand

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4 28 > INFORMATION ABOUT THE GROUP History and development 4.1 - HISTORY AND DEVELOPMENT 4.1.1 - Company name The Company’s name is “Legrand”. 4.1.2 - Place of registration and registration number The Company is registered with the commercial registry of Limoges (Registre du commerce et des sociétés de Limoges) under number 421 259 615. 4.1.3 - Date and duration of incorporation The Company was incorporated on December 22, 1998, as a French stock corporation (société anonyme). The Company was transformed into a simplifi ed joint stock company (société par actions simplifi ée) by an Extraordinary General Meeting on December 5, 2001. The Company was again transformed into a stock corporation (société anonyme) by a unanimous decision of the shareholders on November 4, 2002. 4.1.4 - Registered offi ce REFERENCE DOCUMENT 2007 - legrand The Company’s term is 99 years from its registration with the commercial registry and thus expires on December 22, 2097, unless the term is extended or the Company is dissolved early. The resolutions of the Company’s Board of Directors on February 8, 2006, which were submitted for shareholder approval at the Annual Shareholders’ Meeting on February 24, 2006, extended the term of the Company by 99 years (i.e., to February 24, 2105), unless this term is extended again or the Company is dissolved early. The Company’s registered offi ce is at 128, avenue du Maréchal de Lattre de Tassigny, 87000 Limoges, France. The telephone number of the registered offi ce is +33 (0)5 55 06 87 87. 4.1.5 - Legal form and applicable law < Contents > Legrand is a French stock corporation (société anonyme) with a Board of Directors. The Company is mainly governed by the provisions of Book II of the French Commercial Code. 1 2 3 4 5 6 7 8 9 10 11 12 13 CT A
4.1.6 - Important events in the development of the business In 2007, more than 50 new product lines were launched, covering the entirety of the Group’s business and including a large number of high-end products and integrated solutions, such as: ■ ■ for control and command: the Céliane , Mosaic and Batibox wiring devices in France, the Mallia product line in Asia and the Middle East, Signature in the United States, Zunis in South Korea, and an optimized emergency lighting system in the United States that reduces energy consumption; for energy distribution: the optimized distribution system XL Part in Portugal, the new Stop & Go automatic rearm circuit- > 4.2 - INVESTMENTS 4.2.1 - Major investments made by the Group During 2007, Legrand made total investments of €265.1 million (after deducting the acquired cash) and in particular, Legrand fi nanced acquisitions of the following six companies from cash fl ow. All of these companies generally have strong positions in their markets: ■ ■ ■ HPM, the number two player in wiring devices in Australia and New Zealand. This signifi cantly strengthens Legrand’s position in the Asia-Pacifi c region and in the domain of wiring devices, where it is the global leader. HPM generated net sales of approximately €100 million in 2006 with a workforce of around 875 persons; UStec, an American expert in global solutions for the distribution of Voice-Data-Image networks in homes, based in the State of New York. This acquisition strengthens Legrand’s offering of home automation devices in the United States. UStec generated net sales of approximately $12 million in 2006 with a workforce of 36 employees; Kontaktor, the Russian leader for air circuit breakers and molded case circuit breakers. By increasing its presence in Russia, where the Group already holds leading positions in wiring devices, cable management and modular circuit breakers, Legrand has become a key player in this high-growth market and continues its rapid growth in emerging countries. Kontaktor generated net sales of approximately €35 million in 2006 with a staff of more than 2,400 persons. ■ ■ ■ ■ ■ INFORMATION ABOUT THE GROUP Investments breakers in France, Italy and Spain, the new DRX molded case circuit breakers in India and Latin America; cable management: Mosaic fl oor boxes in France, Datamatix in Spain; WMFB home floor boxes and Walkerflex modular connectors in the United States; VDI: Mighty Mo enclosures, 10 G iga Clarity high-density patch panels (category 5 and 6) and a new range of fiber optic connectors. Macse, the leader in metallic cable management in Mexico. Legrand thus enhanced its presence in Mexico, a high-growth market where the Group already holds leading positions in wiring devices and energy distribution. Macse generated net sales of approximately €10 million in 2006 with a workforce of 140 persons; TCL Wuxi, a Chinese fi rm specializing in modular and highcurrent circuit breakers for residential, commercial and industrial applications. Legrand thus enhanced its presence in China, a very high-growth market. TCL Wuxi generated net sales of approximately €20 million in 2006 with a workforce of 700 persons; Alpes Technologies, a French leader in systems designed to optimize and measure the quality of electricity for commercial and industrial applications. Legrand continues its growth in the fi eld of power distribution by enhancing its offerings and tapping new markets. Alpes Technologies had net sales of approximately €10 million in 2006 with a workforce of 40 persons. During 2006, Legrand made several investments for a total amount of €85.9 million (after deducting the acquired cash) and in particular, Legrand made four self-fi nanced acquisitions, with all four companies having strong positions in their markets: ■ < Contents > Shidean, the leader in audio and video door entry systems in China. In 2005, Shidean had approximately €15 million in net sales and employed a staff of around 900 persons; 4 REFERENCE DOCUMENT 2007 - legrand 29 1 2 3 4 5 6 7 8 9 10 11 12 13 CT A
Page 1 and 2: REFERENCE DOCUMENT 2007
Page 3 and 4: Pursuant to article 212-13 of its g
Page 5 and 6: 1 < Contents > RESPONSIBILITY FOR T
Page 7 and 8: 1.2 - STATUTORY AUDITORS 1.2.1 - Pr
Page 9 and 10: Date Title October 2007 Legrand pur
Page 11 and 12: 2 GENERAL INFORMATION ON THE GROUP
Page 13 and 14: 2.2.3 - Attractive market GENERAL I
Page 15 and 16: ■ 2.3.3.3 - RIGOROUS TARGET SELEC
Page 17 and 18: Contents > GENERAL INFORMATION ON T
Page 19 and 20: GENERAL INFORMATION ON THE GROUP Su
Page 21 and 22: 3 RISK FACTORS < Contents > REFEREN
Page 23 and 24: RISK FACTORS The table below presen
Page 25 and 26: knowledge of their national markets
Page 27 and 28: The Group is subject to stringent l
Page 29: 4 INFORMATION ABOUT THE GROUP < Con
Page 33 and 34: 4.3 - ORGANIZATIONAL STRUCTURE The
Page 35 and 36: ■ ORTRONICS INC. (UNITED STATES)
Page 37 and 38: 5 THE GROUP’S BUSINESS < Contents
Page 39 and 40: Initial public offering In April 20
Page 41 and 42: 5.1.3 - Competitors Legrand has est
Page 43 and 44: Group’s share capital, and, as a
Page 45 and 46: past fi ve years. Legrand believes
Page 47 and 48: in which it operates) are equipped
Page 49 and 50: them to access comfort, security an
Page 51 and 52: 5.2.4 - Distribution, customers and
Page 53 and 54: In addition to pulling its products
Page 55 and 56: Site or Subsidiary Spain Legrand Es
Page 57 and 58: 6 < Contents > SUSTAINABLE DEVELOPM
Page 59 and 60: 6.2 - 2007 RESULTS AND COMMITMENTS
Page 61 and 62: ■ use (maintenance and energy con
Page 63 and 64: Worldwide - by professional categor
Page 65 and 66: 7 < Contents > MANAGEMENT REPORT ON
Page 67 and 68: 7.3 - OPERATING PROFITS 7.3.1 - Int
Page 69 and 70: ■ 7.3.2.3 - ADMINISTRATIVE AND SE
Page 71 and 72: ■ MANAGEMENT REPORT ON THE CONSOL
Page 73 and 74: MANAGEMENT REPORT ON THE CONSOLIDAT
Page 79 and 80: It was partially offset by: ■ ■
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■ 7.4.2.9 - FOREIGN EXCHANGE GAIN
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Net cash used in fi nancing activit
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7.9 - VARIATIONS IN EXCHANGE RATES
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■ 7.10.1.2 - INTEREST-RATE RISK I
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MANAGEMENT REPORT ON THE CONSOLIDAT
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8 CORPORATE GOVERNANCE < Contents >
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CORPORATE GOVERNANCE Administration
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Edward A. Gilhuly Age 48 250 Univer
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Thierry de La Tour d’Artaise Age
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8.2 - REMUNERATION AND BENEFITS 8.2
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The table below shows a breakdown o
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■ ■ ■ supervision of the qual
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The Chairman of each committee esta
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■ ■ ■ Directors have a duty o
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At Board meetings, these committees
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December 2007, more than 90% of the
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CORPORATE GOVERNANCE Report of the
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9 EMPLOYEES < Contents > EMPLOYEES
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EMPLOYEES Options for subscription
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For details relating to Legrand Fra
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EMPLOYEES Profi t sharing, employee
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10 SHAREHOLDERS < Contents > SHAREH
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company of Legrand France since the
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10.2.2 - Corporate Governance The m
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11 < Contents > FINANCIAL INFORMATI
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■ FINANCIAL INFORMATION CONCERNIN
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FINANCIAL INFORMATION CONCERNING TH
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) Interest rate risk FINANCIAL INFO
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12 months ended December 31, 2006 (
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Contents > FINANCIAL INFORMATION CO
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■ II - JUSTIFICATION OF OUR ASSES
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Dividends distributed for the 2004,
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12 ADDITIONAL INFORMATION < Content
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12.1.2 - Acquisition by the Company
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ADDITIONAL INFORMATION Articles of
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■ 12.2.2.3 - COMMITTEES The Board
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ADDITIONAL INFORMATION Articles of
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13 MATERIAL AGREEMENTS < Contents >
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CONCORDANCE TABLES < Contents > CON
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CONCORDANCE TABLE S Concordance tab
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CONCORDANCE TABLE S Concordance tab
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A APPENDIX < Contents > APPENDIX 1
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Assets - Net APPENDIX 1 (in € tho
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Subsequent events None. Summary of
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a) Shares in subsidiaries and affi
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) Additional paid-in capital, reser
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2.7 Provisions (in € thousands) A
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Other information 4.1 Income tax a)
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APPENDIX 2 APPENDIX 2 Management Re
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Sales growth at constant scope and
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to €5.60 for those granted in 200
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Post-restricted period If at any ti
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Appendix 2 to the Management Report
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APPENDIX 2 Company Position ROCOM E
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Mandates held by Edward Gilhuly, Di
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Appendix 4 to the Management Report
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Use of this authorization was subje
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■ ■ company in which it has a d
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subject to the conditions that the
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until the termination of their mand
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APPENDIX 3 < Contents > Report of t
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APPENDIX 4 APPENDIX 4 Text of resol
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and chapter II of the European Comm
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Headquarter 128, avenue de Lattre d
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