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Ibersol

Earnings Release Sep 5, 2019

1932_ir_2019-09-05_14a9b07f-b3cc-41e8-80f8-cfdd11430b08.pdf

Earnings Release

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IBERSOL – SGPS, SA

Publicly Listed Company

Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Commercial Registry: Oporto under number 501669477 Share Capital Euros 36.000.000 Fiscal number: 501669477

Consolidated Report & Accounts 1 st Half 2019

  • Consolidated Turnover of Increase of 4.7% over 221.3 million euros % 1 st half of 2018
  • Consolidated Ebitda decreased 13.1 Consolidated EBITDA (without IFRS16) reached 23.0 creased 13.1% over 1 st half of 2018. million euros
  • Consolidated Decrease of 28.3 net profit (without IFRS16) of 7.8 million euros 28.3% when compared to the 1 st half of 2018.

Consolidated Management Report

Activity

As a result of applying the new accounting standard on leases (IFRS16) since 1st of January 2019, the group decided to adopt for the modified retrospective method in the consolidated accounts, according to which there is no restatement of historical data.

For better comparability and once there are no changes in the way Ibersol evaluates the operating performance of its business, the below analysis does not consider the application of IFRS16. The significant impact of this accounting standard on our financial statements, especially in the shortest activity quarters, is presented in a specific section of this report.

Consolidated turnover in the first half of 2019 amounted to EUR 221.3 million, compared to EUR 211.3 million in the same period of the previous year, broken down as follows:

Turnover 1st Half 2019
euro million % Ch. 19/18
Sales of Restaurants 213.1 4.5%
Sales of Merchandise 6.5 31.2%
Services Rendered 1,7 -28.4%
Net Sales & Services 221.3 4.7%

The positive evolution of the demand in the Iberian, coupled with the effects of the openings at the end of 2018, contributed to the increase of restaurant sales during this period and to minimize two relevant negative impacts on the Group's activity:

  • a) the reduction in turnover in Angola, as a result of the sharp decrease in consumption in parallel with a devaluation of AKZ against the EUR (around 35%);
  • b) the reduction in the number of operated restaurants at the Barcelona airport since May of 2018, still not compensated by the opening and conversion in the final restaurants of all the spaces in the new concessions.
SALES IN RESTAURANTS 1st Half 2019
euro million % Ch. 19/18
Restaurants 49,4 3.5%
Counters 105.6 9,7%
Concessions&Catering 58.1 -3.1%
Total Sales 213.1 4.5%

At the segment level, restaurants increased 3.5%, whose performance in 2Q19 benefited from the calendar effect with the transfer from Easter to April, which had penalized the performance of this segment in 1Q19.

The counters segment, even including activity in Angola, once again recorded a solid performance, with sales exceeding EUR 105 million, an increase of 9.7%. This growth results from: (i) the performance of Burger King and KFC brands, that have been registering successive market share gains and growth rates influenced by a higher number of units operating (ii) extension of home delivery coverage through aggregators to a larger number of units.

The "Concessions and Catering" segment sales decreased 3.1% compared to the same period of the previous year, due to the changes in the perimeter caused by the closure and opening of restaurants in 4 concessions (Barcelona, Málaga, Gran Canaria and Alicante). Eliminating this effect, the growth of the segment would be 6%.

During the semester the conversion of 12 new restaurants (7 at Barcelona, 4 at Málaga and 1 at Alicante), was completed for the definitive concepts.

In this period, there was a reversal in the growth trend in passenger traffic at Canary Islands airports, with the consequent impact on the performance of the units operating in these locations

Highlight for the performance of the catering business, which benefited from larger events.

During the semester, we closed 8 restaurants in Spain 5 of which franchisee.

Following the strategy of expansion in new concessions, five new units began to be operated, two at Alicante airport and the remaining at Malaga and Gran Canaria airports and AVE Girona, two of which, are still operating on a provisional store. In addition, the opening of six Burger King and a Pans equity restaurant and 2 franchised restaurant of Pans at Spain and Morocco.

At the end of the semester, the total number of restaurants was 646 (524 equity and 122 franchises), as shown below:

Nº of Restaurants 2018 2019
31-Dec Openings Transfer Closures 30/Jun
PORTUGAL 332 5 0 337
Equity Restaurants 331 5 0 336
Pizza Hut ਰੇਤ તેની
Okilo+MIIT+Ribs 4 4
Pans+Roulotte 46 46
Burger King 87 5 92
KFC 27 27
Pasta Caffé 7 7
Quiosques 8 8
Coffee Shops 27 27
Catering 7 7
Concessions & Other 23 23
Franchise Restaurants 1 1
SPAIN 292 7 8 291
Equity Restaurants 175 6 3 178
Pizza Móvil 28 3 25
Pizza Hut 5 5
Burger King 35 35
Pans 35 1 36
Ribs 10 10
FrescCo 3 3
Concessions 59 5 64
Franchise Restaurants 117 1 5 113
Pizza Móvil 15 1 14
Pans 52 1 53
Ribs 27 27
FrescCo 7 2 5
SantaMaria 16 2 14
ANGOLA 10 10
KFC 9 9
Pizza Hut 1 1
Other Locations - Franchise 7 1 0 8
Pans 7 1 8
Total Equity Restaurants 516 11 0 3 524
Total Franchise Restaurants 125 2 0 5 122
TOTAL 641 13 0 8 646

The consolidated net income (without IFRS16) of 1H amounted to Eur 7.8 million euros compared to 10.9 million euros, in the same period of 2018, which represents a decrease of 28.3%.

(Million euros) H1 19
Excl./IFRS16
H1 18
Operating income
Sales 219,6 208,9
Rendered services 1,7 2,4
Other operating income 3,9 4,5
Total operating income 225,3 215,8
Custos Operacionais
Cost of sales 54,2 51,2
External supplies and services 74,6 70,9
Personnel costs 71,5 66,2
Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA 13,0 12,4
Other operating costs 2,0 1,0
Total operating costs 215,2 201,7
Operating Income 10,0 14,1
EBITDA 23,0 26,5
Net financing cost 2,1 2,3
Gains (losses) in joint controlled subsidiaries - Equity method 0,1 0,0
Gain (loss) on the net monetary position 0,6 0,9
Profit before tax 8,7 12,3
Income tax expense 0,9 1,5
Net profit 7,8 10,9

Gross margin was 75.5% of turnover, 0.3p.p lower than the previous year (1H18: 75.8%). This reduction results from a higher weight of merchandise sales with reduced margins.

Without this effect the gross margin would have been 77.1% of adjusted turnover, 0.2p.p.higher of the previous year (1H18 adjusted: 76.9%)

In terms of the remaining cost structure, it should be noted that there has been some pressure to increase it, resulting in slight increases in the weight of personal costs and external supplies and services.

Including the effect of the increase in the minimum wage, Staff costs increased 8.0%, representing 32.3% of the turnover (1H18: 31.3%).

External Supplies and services (without IFRS16): increase of 5.2%, representing 33.7% of turnover, which represents an increase of 0.2p.p. than in 1H 2018. Contributing to this increase is the cost of aggregator commissions, associated with a higher weight of home delivery in total sales.

Other operating income decreased 12.7%, due to the transfer of the merchandise margin sales from this item to the gross margin, since the second quarter of 2018.

Other operating costs increased 1.0 million euros, mainly due to the write-off of assets related to store relocation.

Therefore EBITDA (without IFRS16) amounted to 23 million euros, a decrease of 13.1% over 1H18. Activity in Spain was deeply affected by the reduction of share at Barcelona Airport and the opening period of definitive new concessions with an important impact on Ebitda.

Consolidated EBITDA margin (without IFRS16) stood at 10.4% of turnover which compares with 12.5% in the same period of the previous year.

Consolidated EBIT margin (without IFRS16) was 4.5% of turnover compared to 6.7% in the 1H18.

Consolidated Financial Results (without IFRS16) were 2.1 million euros, around 0.2 million euros lower than in the first half of 2018.

Average cost of loans was 2.6%, slightly higher than 1H18(2.2%), due to the greater weight of the debt in Angola in the local currency.

Financial Situation

Total Assets (without IFRS16) amounted to 448 million euros and Equity (without IFRS16) stood at 207 million euros, representing 46% of assets.

CAPEX reached 19.8 million euros. About 14.2 million corresponds to the investment incurred in to complete the expansion plan and the remaining for the refurbishment and modernization of some restaurants.

Net debt at 30th June 2019 (without IFRS16) amounted to 80.1 million euros, 5.5 milion euros higher than at the end of 2018.

In Portugal, is expected a slight slowing down in pace of sales growth in line with recent months, while growth in Spain will be more moderate.

The uncertainty of Brexit impact on the European economy and the reduction in traffic passenger, is one of the main risks to the performance of concessions, namely at the airports located at touristic destinations.

In Spain, we expect to complete all the restaurants won in 2018 at the Barcelona, Gran Canaria, Malaga and Alicante airports, with the definitive concepts.

In Angola it is estimated that the decline in consumption will continue, with the inherent drop in transactions. The inability to increase prices at the pace of devaluation, will also lead to a decline in the profitability of our operations.

As far as expansion is concerned, we will try to remain the openings pace of the last years in Portugal, and in Spain selective openings of Pans and Ribs.

Porto, 4th September 2019

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ António Alberto Guerra Leal Teixeira

______________________________

Juan Carlos Vázquez-Dodero

The applying of the new standard on leases - IFRS16 - from 1st January 2019, has a relevant impact on the results for the first quarter of the year.

Taking in consider that the Group's operation is carried out mainly in leased restaurants, under lease or concession agreements with maturities over 12 months, is recognized the value of Assets ("Rights of Use") and Liabilities ("Lease Liability") in the Balance Sheet and consequent amortization and financial expenses in the Income Statement.

Income Statement

From the application of IFRS16, on 30 June, EBITDA amounted to EUR 48.9 million (EUR 23.0 million without IFRS 16) and a Net Result of EUR 0.6 million (EUR 7.8 million excluding IFRS16).

(Million euros) H1 19
IFRS 16
H1 19
Excl./IFRS16
H1 18
Operating income
Sales 219.6 219,6 208,9
Rendered services 1,7 1,7 2.4
Other operating income 3,9 3,9 4,5
Total operating income 225,3 225,3 215,8
Custos Operacionais
Cost of sales 54,2 54,2 51,2
External supplies and services 48.7 74,6 70,9
Personnel costs 71.5 71,5 66.2
Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA 39,6 13,0 12,4
Other operating costs 2,0 2,0 1,0
Total operating costs 216,0 215,2 201,7
Operating Income 9,2 10.0 14.1
EBITDA 48,9 23,0 26,5
Net financing cost 10.9 2,1 2,3
Gains (losses) in joint controlled subsidiaries - Equity method 0,1 0,1 0,0
Gain (loss) on the net monetary position 0,6 0.6 0,9
Profit before tax -0,9 8,7 12,3
Income tax expense -1,5 0,9 1.5
Net profit 0,6 7,8 10,9

With the application of the standard, the variability of rents according to turnover is largely replaced by the registration of fixed costs, whereby the impact on profit before taxes is much higher in periods of lower activity. This impact will be attenuated in quarters with higher sales volume and with the normal sales seasonality, it is estimated that in the next semester the impact will be half that of the first one.

In addition, the annual effect on the 2019 results is amplified by the fact that most of the concession contracts in Spanish airports are in initial stages, with terms that are lower than the average of the Group's lease contracts.

Balance Sheet

On 30 June, the new IFRS16 standard implies the recognition of the Right of Use (RoU) in the Assets with an impact of 328 million euros and the corresponding recognition of finance leases in the Liabilities, with a total impact of 340 million euros.

Balance Sheet (million euros) 30/06/2019 30-06-2019
Excl./IFRS16
31/12/2018
Non-current
Net Fixed Assets 198,4 206,8 201,3
Rights of Use (RoU) 328,3 0,0
Total non-current assets 684,2 364,2 359,6
Current
Other current assets 24,6 25,4 27,6
Total current assets 82,9 83,6 84,6
Total Assets 767,1 447,7 444,2
EQUITY AND LIABILITIES
EQUITY
Net profit in the year 0,6 7,8 25.0
Total Equity 199,7 207,0 203,2
Non-current
Loans 66.8 74.0 79,2
Liability for rentals 291,2
Deferred tax 8,3 10,5 10,6
Total non-current liabilities 369,9 88,1 93,3
Current
Liability for rentals 48.8
Accounts payable to suppliers and accrued costs 72,3 75.2 81.4
Total current liabilities 197,5 152,7 147,8
Total Liabilities
Total Equity and Liabilities
567.4
767.1
240,8
447,7
241.1
444,2

Ibersol S.G.P.S., S.A.

Consolidated Interim Financial Statements

30th June 2019

IBERSOL S.G.P.S., S.A. INTERIM STATEMENT OF CONSOLIDATED FINANCIAL POSITION ON 30th June 2019 AND 31st DECEMBER 2018 (values in euros)

ASSETS Notes 30/06/2019 31/12/2018
Non-current
Tangible fixed assets 8 198 426 307 201 310 291
Rights of use 3.1 e 9 328 345 965 -
Goodwill 9 90 846 327 90 846 327
Intangible assets 9 36 500 993 36 146 157
Financial investments - joint controlled subsidiaries 2 592 185 2 459 842
Non-current financial assets 252 189 211 430
Other financial assets 19 15 098 929 15 753 485
Other non-current assets 16 12 125 349 12 921 343
Total non-current assets 684 188 245 359 648 875
Current
Inventories 12 211 612 11 622 326
Cash and bank deposits 38 782 548 37 931 124
Income tax receivable 4 366 921 3 574 662
Other financial assets 19 3 027 375 3 855 375
Other current assets 16 24 560 289 27 617 179
Total current assets 82 948 745 84 600 666
Total Assets 767 136 990 444 249 541
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital 10 36 000 000 36 000 000
Own shares -11 180 516 -11 180 516
Share prize 469 937 469 937
Legal reserves 1 075 511 755 581
Conversion Reserves -7 768 858 -7 140 907
Other Reserves & Retained Results
Net profit in the year
180 376 863
565 142
158 974 733
24 962 061
199 538 079 202 840 889
Interests that do not control 205 265 329 204
Total Equity 199 743 344 203 170 093
LIABILITIES
Non-current
Loans 66 796 998 79 182 324
Liability for leases 3.1 291 230 344 -
Deferred tax liabilities 8 315 227 10 556 031
Provisions 3 244 724 3 244 724
Derivative financial instrument
Other non-current liabilities
177 590
125 479
177 570
150 344
Total non-current liabilities
Current
369 890 362 93 310 993
Loans 62 045 129 52 961 448
Liability for leases 3.1 48 754 156 -
Accounts payable to suppliers and accrued costs 72 294 158 81 387 772
Income tax payable 1 513 841 162 901
Other current liabilities 16 12 896 000 13 256 334
Total current liabilities 197 503 284 147 768 455
Total Liabilities 567 393 646 241 079 448
Total Equity and Liabilities 767 136 990 444 249 541

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE, 2019 AND 2018 (values in euros) IBERSOL S.G.P.S., S.A. INTERIM CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

Operating Income
Sales
6
219 598 464
208 895 636
Rendered services
6
1 738 397
2 429 104
Other operating income
3 924 199
4 494 747
Total operating income
225 261 060
215 819 487
Operating Costs
Cost of sales
54 179 091
51 228 537
External supplies and services
48 727 214
70 852 960
Personnel costs
71 487 268
66 184 686
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA
8 e 9
39 639 681
12 417 699
Other operating costs
2 006 664
1 047 640
Total operating costs
216 039 917
201 731 522
Operating Income
9 221 143
14 087 965
Net financing cost
17
10 866 218
2 272 471
Gains (losses) in joint controlled subsidiaries - Equity method
132 343
23 566
Gains (losses) in financial investments
-
-370 000
Gains (losses) on Net monetary position
8 e 9
583 621
880 835
Profit before tax
-929 111
12 349 895
Income tax expense
18
-1 497 093
1 483 567
Net profit
567 982
10 866 328
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results)
-627 951
-3 762 267
TOTAL COMPREHENSIVE INCOME
-59 969
7 104 061
Net profit attributable to:
Owners of the parent
565 142
10 740 667
Non-controlling interest
2 840
125 661
567 982
10 866 328
Total comprehensive income attributable to:
Owners of the parent
-62 809
6 978 400
Non-controlling interest
2 840
125 661
-59 969
7 104 061
Earnings per share:
10
Basic
0,02
0,33
Diluted
0,02
0,33
Notes 30/06/2019 30/06/2018

IBERSOL S.G.P.S., S.A. INTERIM CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME FOR THE SECOND TRIMESTER OF 2019 AND 2018 (values in euros)

2nd TRIMESTER (unaudited)
Notes 2019 2018
Operating Income
Sales 117 659 359 110 058 235
Rendered services 896 946 980 728
Other operating income 2 074 278 2 374 546
Total operating income 120 630 583 113 413 509
Operating Costs
Cost of sales 29 280 154 28 395 489
External supplies and services 25 101 762 37 183 416
Personnel costs 37 155 466 32 901 835
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA 20 960 082 6 128 866
Other operating costs 750 815 -483 466
Total operating costs 113 248 278 104 126 140
Operating Income 7 382 305 9 287 369
Net financing cost 5 938 609 1 433 509
Gains (losses) in joint controlled subsidiaries - Equity method 49 830 32 505
- -370 000
Gains (losses) in financial investments
Gains (losses) on Net monetary position
222 742 305 176
Profit before tax 1 716 268 7 821 541
Income tax expense -842 699 448 853
Net profit 2 558 967 7 372 688
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results) -576 841 -716 198
TOTAL COMPREHENSIVE INCOME 1 982 126 6 656 490
Net profit attributable to:
Owners of the parent 2 535 896 7 262 852
Non-controlling interest 23 071 109 836
2 558 967 7 372 688
Total comprehensive income attributable to:
Owners of the parent 1 959 055 6 546 654
Non-controlling interest 23 071 109 836
1 982 126 6 656 490
Earnings per share:
Basic 0,08 0,20
Diluted 0,08 0,20

IBERSOL S.G.P.S., S.A. Interim Statement of Alterations to the Consolidated Equity for the six months period ended 30th June, 2019 and 2018 (unaudited)

(value in euros)

Ass
ign
ed
har
eho
lde
to s
rs
Not
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Sha
re C
api
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n
Sha
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Sha
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Leg
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Con
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Res
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Oth
er
Res
es &
erv
Ret
ain
ed
Res
ults
Net
Pro
fit
Tot
al p
nt
are
ity
equ
Inte
ts t
hat
res
do
not
trol
con
Tot
al
Equ
ity
Bal
Jan
y 20
18
n 1
anc
e o
uar
IFR
S 9
Im
t
pac
30 0
00 0
00
-11
179
969
469
93
7
263
00
1
-2 0
12 8
86
139
50
7 20
5
-70
2 35
8
30 8
49 4
60
187
89
6 74
7
-702
35
8
723
44
5
188
62
0 19
2
-70
2 35
8
IFR
S 1
5 Im
t
pac
- - -
Cha
s in
the
riod
nge
pe
:
App
lica
tion
of t
he c
olid
ated
fit fr
201
7:
ons
pro
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T
fer
d re
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ed
lts
to r
rans
ese
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an
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492
58
0
30 3
56 8
80
-30
849
46
0
- -
Sha
re C
apit
al in
crea
se
6 00
0 00
0
-6 0
00 0
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- -
Con
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- A
la
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ngo
Net
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ted
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for
the
six
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co
nso
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mon
per
-3 7
62 2
67
-3 7
62 2
67
-3 7
62 2
67
end
ed o
n 30
Jun
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018
10 7
40 6
67
10 7
40 6
67
125
66
1
10 8
66 3
28
Tot
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han
in
the
riod
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pe
6 00
0 00
0
- - 492
58
0
-3 7
62 2
67
24 3
56 8
80
-20
108
79
3
6 97
8 40
0
125
66
1
7 10
4 06
1
Net
fit
pro
10 7
40 6
67
10 7
40 6
67
125
66
1
10 8
66 3
28
Tot
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rehe
nsiv
e in
omp
com
e
Tra
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ith
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s in
the
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cap
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App
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201
7:
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divi
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-2 7
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-2 7
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-444
64
7
-3 1
44 6
53
- - - - -2 7
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- -2 7
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06
-444
64
7
-3 1
44 6
53
Bal
n 3
0 Ju
ne 2
018
anc
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36 0
00 0
00
-11
179
969
469
93
7
755
58
1
-5 7
75 1
53
160
46
1 72
0
10 7
40 6
66
191
47
2 78
2
404
458
191
87
7 24
1
Bal
Jan
y 20
19
n 1
anc
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uar
36 0
00 0
00
-11
180
516
469
93
7
755
58
1
-7 1
40 9
07
158
97
4 73
3
24 9
62 0
61
202
84
0 88
9
329
20
4
203
17
0 09
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Cha
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the
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:
App
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of t
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fit fr
201
8:
ons
pro
om
T
fer
d re
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ed
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to r
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ese
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an
resu
319
93
0
24 6
42
131
-24
962
06
1
- -
Con
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- A
la
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ngo
Net
lida
ted
inco
for
the
six
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iod
co
nso
me
mon
per
-62
7 95
1
-627
95
1
-62
7 95
1
end
ed o
n 30
Jun
e, 2
019
565
14
2
565
14
2
2 84
0
567
982
Tot
al c
han
in
the
riod
ges
pe
- - - 319
93
0
-62
7 95
1
24 6
42
131
-24
396
91
9
-62
809
2 84
0
-59
969
Net
fit
pro
565
14
2
565
14
2
2 84
0
567
982
Tot
al c
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omp
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e
Tra
ctio
ith
ital
s in
the
riod
nsa
ns w
cap
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pe
-62
809
2 84
0
-59
969
App
lica
tion
of t
he c
olid
ated
fit fr
201
8:
ons
pro
om
P
aid
divi
den
ds
-3 2
40 0
00
-3 2
40 0
00
-12
6 77
9
-3 3
66 7
79
- - - - - -3 2
40 0
00
- -3 2
40 0
00
-12
6 77
9
-3 3
66 7
79
Bal
n 3
0 Ju
ne 2
019
anc
e o
36 0
00 0
00
180
516
-11
469
93
7
1 07
5 5
11
68 8
58
-7 7
180
37
6 86
3
565
2
14
199
538
07
9
205
26
5
199
3 34
74
4

Porto, 04th September 2019

The Board of Directors,

IBERSOL S.G.P.S., S.A. Interim Consolidated Cash Flow Statements for the six months period ended 30 June, 2019 and 2018

(value in euros)

Six months period ending on June
30 (unaudited)
Note 2019 2018
Cash Flows from Operating Activities
Receipts from clients 221 243 140 209 265 542
Payments to supliers -92 892 884 -110 652 995
Staff payments -67 445 769 -65 735 201
Flows generated by operations 60 904 487 32 877 346
Payments/receipt of income tax -150 797 1 507 330
Other paym./receipts related with operating activities -7 401 772 -14 123 221
Flows from operating activities (1) 53 351 918 20 261 455
Cash Flows from Investment Activities
Receipts from:
Financial investments 61 139 112 737
Tangible fixed assets 21 348 34 161
Investment benefits
Interest received 799 476 849 779
Other financial assets 3 471 601 3 341 650
Payments for:
Financial Investments 101 899 1 004 955
Other financial assets 0 2 269 365
Tangible fixed assets 22 170 371 9 317 266
Intangible assests 1 747 863 1 320 791
Other investments 4 000 000
Flows from investment activities (2) -19 666 569 -13 574 050
Cash flows from financing activities
Receipts from:
Loans obtained 7 740 349 7 381 210
Payments for:
Loans obtained 7 082 498 6 282 097
Amortisation and interest of liability for leases 26 480 558
Interest and similar costs 2 620 891 2 324 848
Dividends paid 3 241 321 3 144 647
Flows from financing activities (3) -31 684 919 -4 370 382
Change in cash & cash equivalents (4)=(1)+(2)+(3) 2 000 430 2 317 023
Cash & cash equivalents at the start of the period 32 048 560 34 882 539
Cash & cash equivalents at end of the period 20 34 048 990 37 199 562

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED ON 30 JUNE 2019

(Values in euros)

1. INTRODUCTION

IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 646 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 524 units which it operates and 122 units under a franchise contract. Of this universe, 291 are headquartered in Spain, of which 178 are own establishments and 113 are franchised establishments, and 10 in Angola.

Ibersol is a public limited company listed on the Euronext of Lisbon.

Ibersol SGPS parent company is ATPS - SGPS, S.A ..

2. MAIN ACCOUNTING POLICIES

The main accounting policies applied in preparing these consolidated financial statements are described below.

2.1 Presentation basis

These consolidated interim financial statements were prepared according to the international standard nº. 34 – Interim Financial Report, and therefore do not include all the information required by the annual financial statements, and should be read together with the company's financial statements for the period ended 31 December 2018.

The consolidated interim financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.

The accounting policies applied on 30 June 2019 are identical to those applied for preparing the financial statements of 30 June and 31 December 2018, except for the exchange currency differences included in other income / other operating costs and excluded from net financing cost.

3. CHANGE OF ACCOUNTING POLICIES, ERRORS AND ESTIMATES

3.1. New standards, amendments and interpretations adopted by the Group

The Group adopted for the first time the new standard IFRS 16 Leases, and there was no restatement of the comparative Financial Statements. As required by IAS 34, the nature and effects of these changes are as follows:

IFRS 16 Locations

The new IFRS 16 eliminated the classification of leases between operating or financial leases for tenant entities as provided for in IAS 17. Instead, it introduced a single accounting model, very similar to the treatment of leases in renters.

This unique model establishes, for the lessee, the recognition of: i. assets and liabilities for all leases with a term greater than 12 months (low value assets may be excluded, regardless of the term of the lease) in the Balance Sheet; and ii. depreciation of leased assets and interest separately in the Income Statement.

The Group adopted this new standard as from 1 January 2019, applying the modified retrospective method, with assets equal to liabilities, in the consolidated accounts, and therefore did not restate the comparative accounts for the year 2018, and there was no impact in the Group's equity at the time of transition.

The Group's operating leases relate mainly to leases of stores and warehouses. With respect to previous commitments with operating leases, in the transition, the Group recognized in its Consolidated Balance Sheet as of January 1, 2019, rights to use in the amount of 291.085.260 euros, lease liabilities of 293.970.178 euros and an adjustment in additions and deferrals of 4.987.328 euros.

As regards previous commitments with financial leases, at the time of transition, the book values of assets and liabilities per lease at 31 December 2018 (€ 4.282.410 and € 2.180.000, respectively) were assumed as rental rights and lease liabilities in accordance with IFRS 16 to 1 January 2019.

In measuring leasing liabilities, the Group discounted lease payments using its incremental financing rate on 1 January 2019. The weighted average rate applied is in the range of 3.5% - 6%, taking into account the characteristics contracts (underlying assets and guarantees, currency and term). In applying IFRS 16 for the first time, the Group used the following practice records permitted by the standard:

i) the use of only a discount rate for a portfolio of leases with fairly similar characteristics;

(ii) exemption from recognition of operating leases with a maturity of less than 12 months on the date of transition and non-recognition of leases in which the underlying asset has little value;

iii) exclusion of initial direct costs in the measurement of the right-of-use asset at the date of initial application;

iv) the use of retrospective analysis in determining the term of the lease when the contract includes options for extension or termination of the lease;

(v) The Group has applied this standard to contracts that were previously identified as leases under IAS 17 - Leases and IFRIC 4 - Determine whether an Agreement contains a Lease and has not applied this rule to contracts that were not previously identified as containing a lease under those rules.

The impact of the adoption of the new IFRS 16 standard on opening balances at 1 January 2019 was as follows:

Trans.Adjustments
31/12/2018 IFRS 16 01/01/2019
Assets
Tangible fixed assets 201 310 291 -4 282 410 197 027 881
Rights of use - 291 085 260 291 085 260
Goodwill 90 846 327 - 90 846 327
Intangible assets 36 146 157 - 36 146 157
Financial investments - joint controlled subsidiaries 2 459 842 - 2 459 842
Non-current financial assets 211 430 - 211 430
Other financial assets 15 753 485 - 15 753 485
Other non-current assets 12 921 343 - 12 921 343
Total non-current assets 359 648 875 286 802 850 646 451 725
Stocks 11 622 326 - 11 622 326
Cash and bank deposits 37 931 124 - 37 931 124
Income tax receivable 3 574 662 - 3 574 662
Other financial assets 3 855 375 - 3 855 375
Other current assets 27 617 179 -872 860 26 744 319
Total current assets 84 600 666 -872 860 83 727 806
Capital and reserves attributable to shareholders
Share capital 36 000 000 - 36 000 000
Own shares -11 180 516 - -11 180 516
Share prize 469 937 - 469 937
Legal reserves 755 581 - 755 581
Conversion Reserves -7 140 907 - -7 140 907
Other Reserves & Retained Results 158 974 733 - 158 974 733
Net profit in the year 24 962 061 - 24 962 061
202 840 889 - 202 840 889
Interests that do not control 329 204 - 329 204
Total Equity 203 170 093 203 170 093
Loans 79 182 324 -2 180 000 77 002 324
Liability for leases - 260 041 533 260 041 533
Deferred tax liabilities 10 556 031 - 10 556 031
Provisions 3 244 724 - 3 244 724
Derivative financial instrument 177 570 - 177 570
Other non-current liabilities 150 344 - 150 344
Total non-current liabilities 93 310 993 257 861 533 351 172 526
Loans 52 961 448 - 52 961 448
Liability for leases - 33 928 645 33 928 645
Accounts payable to suppliers and accrued costs 81 387 772 -5 860 188 75 527 584
Income tax payable 162 901 - 162 901
Other current liabilities 13 256 334 - 13 256 334
Total current liabilities 147 768 455 28 068 457 175 836 912
Total Equity and Liabilities 444 249 541 285 929 990 730 179 531

The impact of the adoption of the new standard IFRS16 in the consolidated interim financial statement, in the consolidated interim statement of income and other comprehensive income and in interim consolidated cash flow statements in 30th June 2019 is as follows:

30/06/2019 (s/
IFRS 16)
IFRS 16 30/06/2019
Assets
Tangible fixed assets 206 754 202 -8 327 895 198 426 307
Rights of use - 328 345 965 328 345 965
Income tax receivable 4 172 534 194 387 4 366 921
Other current assets 25 360 289 -800 000 24 560 289
Liabilities
Non-current loans 73 985 419 -7 188 421 66 796 998
Non-current liability for leases - 291 230 344 291 230 344
Deferred tax 10 531 804 -2 216 577 8 315 227
Current loans 63 071 548 -1 026 419 62 045 129
Current liability for leases - 48 754 156 48 754 156
Accounts payable to suppliers and accrued costs 75 211 158 -2 917 000 72 294 158
30/06/2019 (s/
IFRS 16)
IFRS 16 30/06/2019
External supplies and services 74 553 119 -25 825 905 48 727 214
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA 12 995 156 26 644 525 39 639 681
Net financing cost 2 050 248 8 815 970 10 866 218
Profit before tax 8 705 478 -9 634 589 -929 111
Income tax expense 913 871 -2 410 964 -1 497 093
30/06/2019 (s/
IFRS 16)
IFRS 16 30/06/2019
Cash Flows from Operating Activities 27 526 013 25 825 905 53 351 918
-19 666 569 - -19 666 569
-5 859 014 -25 825 905 -31 684 919
2 000 430 - 2 000 430

3.2. New standards, amendments and interpretations adopted by the EU but without effective application for years beginning on 1 January 2019 and not applied in advance

In the first six months of 2019, the EU did not publish any Regulation on the adoption of new standards, amendments or interpretations that have not yet been implemented by the Group.

3.3. New standards, amendments and interpretations issued by the IASB and IFRIC but not yet adopted by the EU

In the first six months of 2019, the IASB / IFRIC has not issued any new standards, changes or interpretations.

4. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantial differences between accounting estimates and judgments applied on 31 December 2018 and the accounting values considered in the six months period ended on the 30 June 2019.

5. INFORMATION ABOUT THE COMPANIES INCLUDED IN THE CONSOLIDATION AND OTHER COMPANIES

5.1. The following group companies were included in the consolidation on 30th June 2019 and 30th June and 31 December 2018:

% Shareholding
Company Head Office Jun/19 Dec/18 Jun/18
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A. Porto 100% 100% 100%
Ibersol Restauração, S.A. Porto 100% 100% 100%
Ibersande Restauração, S.A. Porto 100% 100% 100%
Ibersol Madeira e Açores Restauração, S.A. Funchal 100% 100% 100%
Ibersol - Hotelaria e Turismo, S.A. Porto 100% 100% 100%
Iberking Restauração, S.A. Porto 100% 100% 100%
Iberaki Restauração, S.A. Porto 100% 100% 100%
Restmon Portugal, Lda Porto 61% 61% 61%
Vidisco, S.L. Vigo - Espanha 100% 100% 100%
Inverpeninsular, S.L. Vigo - Espanha 100% 100% 100%
(d) Ferro & Ferro, Lda. Porto - - 100%
Asurebi SGPS, S.A. Porto 100% 100% 100%
Charlotte Develops, SL Vigo - Espanha 100% 100% 100%
Firmoven Restauração, S.A. Porto 100% 100% 100%
IBR - Sociedade Imobiliária, S.A. Porto 100% 100% 100%
Eggon SGPS, S.A. Porto 100% 100% 100%
Anatir SGPS, S.A. Porto 100% 100% 100%
Lurca, SA Madrid-Espanha 100% 100% 100%
Sugestões e Opções-Actividades Turísticas, S.A Porto 100% 100% 100%
(e) Resboavista- Restauração Internacional, Lda Porto - - 100%
José Silva Carvalho Catering, S.A Porto 100% 100% 100%
(a) Iberusa Central de Compras para Restauração ACE Porto 100% 100% 100%
(b) Vidisco, Pasta Café Union Temporal de Empresas Vigo - Espanha 100% 100% 100%
Maestro - Serviços de Gestão Hoteleira, S.A. Porto 100% 100% 100%
SEC - Eventos e Catering, S.A. Porto 100% 100% 100%
IBERSOL - Angola, S.A. Luanda - Angola 100% 100% 100%
HCI - Imobiliária, S.A. Luanda - Angola 100% 100% 100%
Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto 100% 100% 100%
Lusinver Restauracion, S.A. Vigo - Espanha 100% 100% 100%
The Eat Out Group S.L.U. Barcelona - Espanha 100% 100% 100%
Pansfood, S.A.U. Barcelona - Espanha 100% 100% 100%
Foodstation, S.L.U Barcelona - Espanha 100% 100% 100%
(c) Dehesa de Santa Maria Franquicias, S.L. Barcelona - Espanha 100% 100% 50%
(c) Cortsfood, S.L. Barcelona - Espanha 50% 50% -
Companies controlled jointly
UQ Consult - Serviços de Apoio à Gestão, S.A. Porto 50% 50%

(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services. (b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants. ( c) Participation acquired to interests that do not control (50%), with constitution by splitt of the subsidiary Cortsfood in the year 2018. Although the parent company holds 50% of the voting

rights, there is control of the subsidiary Cortsfood.

(d) merge of the subsidiary Ferro & Ferrro into Iberusa Hotelaria e Restauração, S.A.

(e) merge of the subsidiary Resboavista into José Silva Carvalho Catering, S.A..

The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.

The shareholding percentages in the indicated companies imply an identical percentage in voting rights.

5.2. Alterations to the consolidation perimeter

5.2.1. Acquisition of new companies

In the six months period ended on 30 June 2019 there was no acquisition of subsidiaries.

5.2.2. Disposals

In the six months period ended on 30 June 2019 there was no disposals of subsidiaries.

6. INFORMATION PER SEGMENT

Ibersol Administration monitors the business based on the following segmentation:

SEGMENT BRANDS
Restaurants Pizza Hut Pasta Caffe Pizza Movil FresCo Ribs StaMaria
Counters KFC O'Kilo Miit Burguer King Pans & C.ª Coffee Counters
Concessions
and catering Sol (SA) Concessions Catering Convenience stores Travel

The results per segment in the six months period ended 30 June 2019 and 2018 were as follows:

30 June 2019 Restaurants Counters Concessions
and Catering
Other, write
off and
adjustments
Total Group
Turnover 53 817 103 108 806 329 58 532 707 180 723 221 336 861
Royalties 2 050 493 4 296 097 394 493 - 6 741 083
Rents and Condominium 2 315 941 3 508 359 2 192 562 - 8 016 861
Coste of sales 12 561 663 30 968 643 10 648 784 - 54 179 091
Operating income net of Amortization, deprec.
and impairment losses 9 246 802 20 235 812 19 378 209 - 48 860 823
Amortization, depreciation and impairment losses 5 806 716 13 588 772 19 659 126 585 066 39 639 681
Operating income 3 440 086 6 647 040 -280 917 -585 066 9 221 142
30 June 2018 Restaurants Counters Concessions
and Catering
Other, write
off and
adjustments
Total Group
Turnover 52 014 634 98 779 488 60 268 583 262 036 211 324 740
Royalties 1 908 505 3 906 592 699 929 - 6 515 026
Rents and Condominium 5 476 164 9 791 709 18 238 431 - 33 506 304
Coste of sales 11 920 187 27 952 297 11 356 053 - 51 228 537
Operating income net of Amortization, deprec.
and impairment losses 6 612 526 13 446 258 6 446 879 - 26 505 664
Amortization, depreciation and impairment losses 3 030 377 6 922 082 1 902 615 562 626 12 417 699
Operating income 3 582 149 6 524 176 4 544 265 -562 626 14 087 965

On June 30, 2019 and 2018 income and non-current assets by geography is presented as follows:

30 JUNE 2019 Portugal Angola Spain Grupo
Restaurants 118 547 528 6 577 864 87 934 686 213 060 078
Merchandise 374 294 - 6 164 092 6 538 386
Rendered services 158 809 - 1 579 588 1 738 397
Total sales and services 119 080 631 6 577 864 95 678 366 221 336 861
Tangible fixed and intangible assets 150 936 909 25 493 046 58 497 345 234 927 300
Rights of use 67 900 618 2 770 396 257 674 951 328 345 965
Goodwill 7 605 482 - 83 240 845 90 846 327
Financial investments - joint controlled subsidiaries 2 592 185 - - 2 592 185
Non-current financial assets 252 189 - - 252 189
Other financial assets - 15 098 929 - 15 098 929
Other non-current assets - - 12 125 349 12 125 349
Total non-current assets 229 287 383 43 362 371 411 538 490 684 188 244
30 JUNE 2018 Portugal Angola Spain Grupo
Restaurants 102 262 292 9 664 950 91 983 038 203 910 280
Merchandise 3 531 935 - 1 453 421 4 985 356
Rendered services 1 036 130 - 1 392 974 2 429 104
Total sales and services 106 830 357 9 664 950 94 829 433 211 324 740
Tangible fixed and intangible assets 143 207 877 27 062 301 57 918 180 228 188 358
Goodwill 7 605 482 - 85 257 304 92 862 786
Financial investments - joint controlled subsidiaries 2 443 951 - - 2 443 951
Non-current financial assets 179 708 - - 179 708
Other financial assets - 17 073 980 - 17 073 980
Other non-current assets - - 13 753 645 13 753 645
Total non-current assets 153 437 018 44 136 281 156 929 129 354 502 428

7. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the six months period ended 30 June 2019.

8. TANGIBLE FIXED ASSETS

In the six months period ended 30 June 2019 and in the year ending on 31 December 2018, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:

Land Buildings Equipment Other tangible
fixed Assets
Tangible Assets
in progress
Total
1 January 2018
Cost 15 551 381 243 311 373 127 906 062 25 621 216 1 675 874 414 065 908
Accumulated depreciation 226 667 92 908 055 95 172 615 16 877 084 - 205 184 420
Accumulated impairment - 9 837 119 1 013 238 58 914 - 10 909 271
Net amount 15 324 714 140 566 200 31 720 210 8 685 219 1 675 874 197 972 217
1 January 2018
Initial net amount 15 324 714 140 566 200 31 720 210 8 685 219 1 675 874 197 972 217
Hyperinflationary Economies (IAS 29) (1) 636 821 866 426 204 363 39 617 -48 172 1 699 055
Currency conversion -1 451 675 -3 487 482 -1 732 828 -381 881 -35 010 -7 088 876
Additions - 22 459 004 9 916 886 2 755 073 560 641 35 6
91 604
Decreases - 599 668 38 421 24 260 538 056 1 200 405
Transfers - 47 057 487 068 84 340 -618 465 -
Depreciation in the year 18 973 15 774 618 7 088 709 1 605 514 - 24 487 815
Impairment - 1 385 106 - - - 1 385 106
Impairment reversion - -109 615 - - - -109 615
Final net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
31 December 2018
Cost 14 731 098 260 017 140 134 098 549 27 727 867 996 812 437 571 466
Accumulated depreciation 240 212 106 579 970 99 691 547 18 116 824 - 224 628 553
Accumulated impairment - 10 635 741 938 433 58 448 - 11 632 622
Net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
Other tangible Tangible Assets
Land Buildings Equipment fixed Assets in progress Total
1 January 2019
Initial net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
Change in accounting policy (IFRS 16) - -3 335 985 -899 062 -47 363 - -4 282 410
Hyperinflationary Economies (IAS 29) (1) 275 381 258 577 -2 440 -6 861 3 740 528 394
Currency conversion -132 864 -296 025 -132 331 -28 739 -4 761 -594 720
Additions - 7 063 388 2 782 935 962 682 2 703 268 13 51
2 273
Decreases - 579 338 246 690 12 993 18 160 857 181
Transfers - 40 305 263 393 34 644 -481 397 -143 055
Depreciation in the year 8 089 6 308 097 3 819 453 911 656 - 11 047 295
Impairment in the year - - - - - -
Impairment reversion - - - - - -
Final net amount 14 625 313 139 644 256 31 414 926 9 542 309 3 199 503 198 426 307
30 June 2019
Cost 14 892 964 254 359 720 132 400 466 28 516 612 3 199 503 433 369 265
Accumulated depreciation 267 651 104 216 182 100 047 107 18 915 855 - 223 446 795
Accumulated impairment - 10 499 282 938 433 58 448 - 11 496 163
Net amount 14 625 313 139 644 256 31 414 926 9 542 309 3 199 503 198 426 307

(1) Changes resulting from the application of IAS 29, hyperinflationary economy, on tangible fixed assets of the subsidiaries in Angola are presented as follows

Restatement of Tangible Fixed Assets (TFA) 31/12/2018 1 699 055
Restatement of TFA in the six months period ended on 30/06/2019:
Cost 1 674 578
Accumulated depreciation -1 146 181
528 397

Although there are indicators that Angola economy will no longer be considered a hyperinflationary economy, Ibersol has opted to continue to apply IAS29 in its 2019 half-year accounts and this matter will be revaluated at the end of the 2019 financial year.

In 2019, an investment of approximately 9 million euros was made in the travel segment in Spain. The remaining investment mainly concerns the opening of 5 Burger King and the improvement of KFC Norteshoping ans Pans Modivas Norte.

The 2018 investments of approximately 35 million euros in tangible fixed assets, relate to the opening of of 41 new units, mainly 10 Burger King in Portugal and 12 concessions in Spain.

Depreciation, amortization and impairment losses of tangible fixed assets and intangible assets, are as follows:

Tangible fixed assets Intangible assets
and Goodwill
TOTAL
Depreciation in the year 11 047 295 28 564 643 39 611 938
Impairment in the year - - -
Others 27 743 - 27 743
39 639 681

9. INTANGIBLE ASSETS, GOODWILL AND RIGHTS OF USE

Goodwill, rights of use and intangible assets are broken down as follows:

Jun/19 Jan/19 Dec/18
Rigths of use 328 345 965 291 085 260 -
Goodwill 90 846 327 90 846 327 90 846 327
Intangible assets 36 500 993 36 146 157 36 146 157
455 693 285 418 077 744 126 992 484

In the six months period ended 30 June 2019 and in the year ending on 31 December 2018, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:

Rights of use Goodwill Brands Industrial
property
Other intangible
Assets
Intangible
Assets in
progress
Total
1 January 2018
Cost - 92 862 786 22 000 000 40 254 584 13
873 100
1 312 455 170 302 925
Accumulated amortization - - 1 283 333 25 197 741 12 135 892 - 38 616 967
Accumulated impairment - - - 3 665 332 41 875 - 3 707 206
Net amount - 92 862 786 20 716 667 11 391 511 1 695 333 1 312 455 127 978 752
1 January 2018
Initial net amount - 92 862 786 20 716 667 11 391 511 1
695 333
1 312 455 127 978 752
Hyperinflationary Economies (IAS 29) (1) - - - 43 435 - 89 612 133 047
Currency conversion - - - -226 244 - -266 369 -492 613
Additions - - - 1 854 935 217 503 1 244 006 3 316 444
Decreases - - - 54 932 - 3 670 58 602
Transfers - - - 5 552 - -5 552 -
Amortization in the year - - 1 100 000 547 555 204 805 - 1 852 361
Impairment in the year - 2 016 459 - 15 723 - - 2 032 182
Final net amount - 90 846 327 19 616 667 12 450 980 1 708 028 2 370 483 126 992 484
31 December 2018
Cost - 92 862 786 22 000 000 42 232 722 12
960 943
2 370 483 172 426 934
Accumulated amortization - - 2 383 333 26 100 687 11 211 040 - 39 695 060
Accumulated impairment - 2 016 459 - 3 681 055 41 875 - 5 739 389
Net amount - 90 846 327 19 616 667 12 450 980 1 708 028 2 370 483 126 992 484
Industrial Other intangible Assets in
Rights of use Goodwill Brands property Assets progress Total
1 January 2019
Initial net amount - 90 846 327 19 616 667 12 450 980 1
708 028
2 370 483 126 992 484
Change in accounting policy (IFRS 16) 291 085 260 - - - - - 291 085 260
Hyperinflationary Economies (IAS 29) (1) - - - 10 942 - 44 285 55 227
Currency conversion - - - -18 218 - -24 650 -42 868
Additions 64 208 792 - - 1 541 410 - 445 333 66 195 535
Decreases - - - 27 711 - - 27 711
Transfers - - - 262 613 600 000 -862 613 -
Amortization in the year 26 948 087 - 550 000 807 606 258 950 - 28 564 643
Impairment in the year - - - - - - -
Final net amount 328 345 965 90 846 327 19 066 667 13 412 412 2 049 078 1 972 838 455 693 285
30 June 2019
Cost 355 294 052 92 862 786 22 000 000 43 987 061 13 477 087 1 972 838 529 593 824
Accumulated amortization 26 948 087 - 2 933 333 26 893 594 11 386 134 - 68 161 148
Accumulated impairment - 2 016 459 - 3 681 055 41 875 - 5 739 389
Net amount 328 345 965 90 846 327 19 066 667 13 412 412 2 049 078 1 972 838 455 693 285

(1) changes resulting from the application of IAS 29, the hyperinflationary economy, on intangible assets of the subsidiaries in Angola are as follows:

Restatement of Intangible Assets (IA) 31/12/2018 133 047
Restatement of IA in the six months period ended on 30/06/2019:
Cost 136 893
Accumulated depreciation -81 666
sub-total 55 227

Total rights of use of 328 million euros can be broken down between EUR 320 million allocated to buildings and spaces and EUR 8.3 million in equipment and other assets.

The distribution of goodwill allocated to segments is presented as follows:

Jun/19 Dec/18
Restaurants 14 618 931 14 618 931
Counters 37 199 991 37 199 991
Concessions and Catering 38 847 684 38 847 684
Other, write off and adjustments 179 721 179 721
90 846 327 90 846 327

10. INCOME PER SHARE

Income per share in the six months period ended 30 June 2019 and 2018 was calculated as follows:

Jun/19 Jun/18
Profit payable to shareholders 565 142 10 740 667
Mean weighted number of ordinary shares issued (1) 36 000 000 36 000 000
Mean weighted number of own shares -3 599 981 -3 599 926
32 400 019 32 400 074
Basic earnings per share (€ per share) 0,02 0,33
Earnings diluted per share (€ per share) 0,02 0,33
Number of own shares at the end of the year 3 599 981 3 599 926

Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.

11. DIVIDENDS

At the General Meeting of 8th May 2019, the group decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2018), representing a total value of 3.240.002 euros for outstanding shares (2.700.006 euro in 2018), settled on June 4, 2019.

12. CONTINGENT ASSETS AND LIABILITIES

The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities.

On 30th June 2019 and 31st December 2018, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Jun/19 Dec/18
Bank guarantees 27 755 352 33 568 604

13. COMMITMENTS

On June 30th, 2019 there are no significant commitments for contracted investments not included in these financial statements.

14. IMPAIRMENT

Changes during the six months period ended on 30 June 2019 and in the year 2018, under the heading of asset impairment losses were as follows:

Jun/19
Starting
balance
Perimeter
variation
Cancellation
and
reclassif.
Impairment
assets
disposals
Impairment
in the year
Impairment
reversion
Closing
balance
Tangible fixed assets 11 632 624 - - 136 462 - - - 11 496 162
Goodwill 2 016 459 - - - - - 2 016 459
Intangible assets 3 722 929 - - - - - 3 722 929
Stocks 74 981 - - - - - 74 981
Other current assets
Other financial assets
2 931 131 -2 674 -123 672 - 318 000 - 3 122 785
(current and non-current) 940 762 - - - - -71 128 869 634
21 318 886 -2 674 -123 672 136 462 - 318 000 -71 128 21 302 950
Dec/18
Impairment
Starting
balance
Perimeter
variation
Cancellation assets
disposals
Impairment
in the year
Impairment
reversion
Closing
balance
Tangible fixed assets 10 909 271 - - -552 138 1 385 106 -109 615 11 632 624
Goodwill - - - - 2 016 459 - 2 016 459
Intangible assets 3 707 206 - - - 15 723 - 3 722 929
Stocks 74 981 - - - - - 74 981
Other current assets
Other financial assets
2 159 669 -28 899 141 347 - 843 800 -184 787 2 931 131
(current and non-current) - - - - 940 762 - 940 762
16 851 128 -28 899 141 347 -552 138 5 201 850 -294 402 21 318 886

15. FINANCIAL RISK MANAGEMENT

15.1 Financial risk factors

The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.

Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.

a) Market risk

i) Currency exchange risk

With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.

The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is growing and consequently to gain weight in the group activity. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. The financing of the Angolan subsidiary in foreign currency in the amount of \$ 250.000, does not have large exposure due to the reduced amount. The remaining financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated. Given the recent limitations of payments abroad, the group adopted a monthly monitoring policy of credit balances in foreign currency and its full coverage with treasury bonds of the Republic of Angola, indexed to USD.

Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:

(x Rate on June, 30 Average interest 1st
2019 Semester 2019
385,208 362,450
(x Rate on December, Average interest rate
31 2018 year 2018
352,983 305,810

ii) Price risk

The group is not greatly exposed to the merchandise price risk.

iii) Interest rate risk (cash flow and fair value)

With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed, so there is also no risk.

The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of fixing interest rates of at least 50% of the outstanding amount.

The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. Interest rate swap contracts to hedge the interest rate risk of part of the loans (commercial paper) of EUR 22,4 million are subject to interest maturities and repayment plans identical to the terms of the loans.

Based on simulations performed on 30 June 2019, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 392.000 euros (730.000 euros in December 2018).

b) Credit risk

The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of merchandise to franchisees representing less than 6% of the consolidated turnover. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.

The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at June 30, 2019, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 18 million euro, subject to country risk.

Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.

c) Liquidity risk

Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.

The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.

At the end of the period, current liabilities, net of liability for rentals, reached 149 million euros, compared with 83 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity possible date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2019 the renewal of part of the commercial paper programmes (21.250.000 euros). However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.

Even with reduced use of the group has contracted a significant amount of short-term lines. On June 30, 2019, the use of short term liquidity cash flow support was about 26%. Investments in term deposits and other application of 45 million euros, match 33% of liabilities paid.

The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:

to June 2020 from June 2020 to 2028
Bank loans and overdrafts 62 045 129 66 796 998
Liability for leases 48 754 156 291 230 344
Other non-current liabilities - 125 479
Accounts payable to suppliers and accrued
costs 59 342 124 -
Other current liabilities 5 099 171 -
Total 175 240 580 358 152 821

15.2 Capital risk

a) Gearing ratio

The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion.

The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.

jun/19 Dec-18
Liability for leases 339 984 500 -
Bank loans 128 842 127 132 143 772
Other financial assets -18 126 304 -19 608 860
Cash and bank deposits -38 782 548 -37 931 124
Net indebtedness 411 917 775 74 603 788
Equity 199 743 344 203 170 093
Total capital 611 661 118 277 773 881

b) Risk of franchise agreements

In restaurants where it operates with international brands, the group enters into long-term franchise agreements: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable for another 10 years at the franchise's option, provided certain obligations have been fulfilled.

It has become practical for these contracts to be renewed. However, nothing obliges the franchisees to do so, so the risk of non-renewal may be verified.

In these contracts it is normal to contract the payment of an "Initial Fee" at the beginning of each contract and a "Renewall Fee" at the end of the initial period, in addition to a royalty and marketing operations fee on the sales amount.

Periodically, development contracts are negotiated which guarantee the right to open new restaurants.

At the moment a contract has been signed for the implementation of 80 KFC restaurants in the period between May 2017 and May 2022.

15.3 Estimated fair value

The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives and securities for negotiation) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.

The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.

16. OTHER ASSETS AND LIABILITIES

16.1 Other current assets and liabilities

Other current assets and liabilities on 30th June 2019 and 31st December 2018 are broken down as follows:

Jun/19 Dec/18
Clients 9 486 975 9 546 044
State and other public entities 2 595 869 4 364 242
Other debtors 7 729 798 6 721 003
Advances to suplliers 872 849 425 158
Advances to fixed suppliers 679 500 -
Accruals and income 4 369 011 6 929 484
Deferred costs 1 949 062 2 562 368
Other current assets 27 683 064 30 548 299
Accumulated impairment losses 3 122 775 2 931 120
24 560 289 27 617 179
Jun/19 Dec/18
Other creditors 5 099 171 4 696 932
State and other public entities 7 339 790 8 025 248
Deferred income 457 039 534 154
12 896 000 13 256 334

16.2 Other non-current assets and liabilities

The breakdown of other non-current assets as at 30 June 2019 and 31 December 2018 is presented as follows:

Jun/19 Dec/18
Other non-current assets (1) 7 933 808 8 781 933
Credits granted to third parties 4 435 677 4 479 410
Impairment balances -244 136 -340 000
12 125 349 12 921 343

(1) balance of other non-current debtors is mainly comprised of deposits and securities in Spain resulting from lease agreements. Trade accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debt, are subsequently measured at amortized cost using the effective interest method, less impairment.

A discount rate of 2% was applied, recognizing the current deferral in the amount of € 206.593 (€ 151.372 in 2018) and noncurrent in the amount of € 783.512 (€ 972.263 in 2018).

Impairment on a balance receivable from a Vidisco franchise of 244.136 euros (340.000 euros in 2018) was maintained. In the semester, the amount of 95.864 euros was reclassified from other non-current assets to other current assets, according to the nature of the respective balance debt.

17. NET FINANCING COST

Net financing cost on 30th June 2019 and 2018 are broken down as follows:

2019 2018
Interest on rentals liabilities (IFRS16) 8 815 970 -
Interest paid 2 100 294 1 515 169
Interest earned (1) -698 590 -855 782
Currency exchange differences - -12 918
Other financial costs and income 648 544 1 626 002
10 866 218 2 272 471

(1) amount essentially related to interest on treasury bonds and term deposits.

The detail of other financial costs and income, is presented as follows:

2019 2018
Financial instruments - cash flow hedge 20 -44 239
Commercial paper programmes charges 271 497 174 567
Discounted value 326 903 988
Impairment reversal TB's (IFRS9) -71 128 -
Other commissions 79 454 8 748
Other financial cost and gains 368 375 582 938
648 544 1 626 002

18. INCOME TAX

Income taxes recognized as of June 30, 2019 and 2018 are detailed as follows:

Jun/19 Jun/18
Current taxes 456 835 2 996 128
Insufficiency (excess) of income tax 300 811 -32 560
Deferred taxes -2 254 739 -1 480 001
-1 497 093 1 483 567

The effective tax rate on profits was 10% on June 30, 2019 and 12% in the same period of 2018, as follows:

Jun/19 Jun/18
Profit before tax (without IFRS 16)* 8 705 478 12 349 895
Income tax expense (without IFRS 16)* 913 871 1 483 567
Effective tax rate 10% 12%

* with the adoption of the new IFRS16 standard, pre-tax profit for the period is -929.111 euros, and income tax is - 1.497.093 euros (note 3.1.).

The estimated effective tax rate in the period was lower than the nominal rate, mainly due to the tax benefits obtained under the terms of the Investment Tax Code (CFI), as in the "Decreto –Lei" no. 162/2014, of 31st October.

19. OTHER FINANCIAL ASSETS

The amount of financial assets refers to the acquisition of Angola treasury bonds, resettable in accordance with the variation of the National Bank of Angola (BNA) exchange rate for the purchase of United States dollars, with rates interest coupon of default by maturity, as follows:

jun/19 dez/18
Non Non
Current current Total Current current Total
Treasury bonds 3 172 617 15 823 321 18 995 938 4 040 342 16 509 280 20 549 622
Sub-total 3 172 617 15 823 321 18 995 938 4 040 342 16 509 280 20 549 622
Accumulated impairment losses (1) 145 242 724 392 869 634 184 967 755 795 940 762
TOTAL 3 027 375 15 098 929 18 126 304 3 855 375 15 753 485 19 608 860

(1) As a result of the implementation of mandatory IFRS 9 as of January 1, 2018 (Note 3), considering the type of TB's that Ibersol holds, and since they are indexed to the USD, impairment was calculated, as follows:

Impact on the consolidated statement of comprehensive income:

Net financing cost -71 128
Income tax 21 338

The Probability of Default and Loss Given Default indices are in line with the publication of Moody's and S & P.

20. CASH AND CASH EQUIVALENTS

On 30th June 2019 and 31st December 2018, cash and cash equivalents are broken as follows:

Jun/19 Dec/18
Cash 1 291 834 1 082 754
Bank deposits 37 490 214 36 847 870
Treasury applications 500 500
Cash and bank deposits in the balance sheet 38 782 548 37 931 124
Bank overdrafts -4 733 558 -5 882 564
Cash and cash equivalents in the cash flow statement (1) 34 048 990 32 048 560

21. TRANSACTIONS WITH RELATED PARTIES

The related parties of Ibersol group are:

  • António Carlos Vaz Pinto de Sousa 2.520 shares (*)
  • António Alberto Guerra Leal Teixeira 2.520 shares (*)
  • ATPS, SGPS, SA 19.767.058 shares

(*) ATPS voting rights are also attributable to Antonio Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under subparagraph b) of paragraph 1 of article 20 and paragraph 1 Article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, CALUM - SERVIÇOS E GESTÃO, S.A. with the NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A with the NIPC 513799257, which together hold the majority of the capital of ATPS.

  • Joint controlled entities – UQ Consult

With respect to the balances and transactions with related entities, the overall value of the balances and transactions of the Group with the joint controlled UQ Consult relates mainly to support services and management information systems, and was, respectively, 1.225.943 and 1.932.505 euros.

- Administrators

The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provided services of administration and management to the group. ATPS-S.G.P.S., S.A. under contract with Ibersol Restauração, S.A. has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.

22. SUBSEQUENT EVENTS

There are no subsequent events to 30th June 2019 that may have a material impact on the financial statements presented.

23. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 04th September 2019.

Declaration of Conformity

In compliance with paragraph c) of section 1 of Article 246 of the Securities Market Code each member of the board identified below declares that to the best of their knowledge:

(i) the consolidated financial statements of Ibersol SGPS SA, referring to the first semester of 2019 were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, SA and the companies included in consolidation perimeter, and

(ii) the interim management report includes a fair review of the important events that have occurred in the period, the evolution of business performance and the position of all the companies included in consolidation.

António Carlos Vaz Pinto Sousa Chairman of the Boards of Director António Alberto Guerra Leal Teixeira Member of the Board of Directors Juan Carlos Vázquez-Dodero Member of the Board of Directors

Own Shares

Under the terms defined in caption d) of no. 5 of article 66º of the Commercial Companies Code, we hereby declare that, during the first half of 2019, the company did not proceed with any transaction over own shares. Therefore, as at June 30, 2019, Ibersol SGPS, SA hold 3,599,981 own shares representing 9.9999% of its share capital, detailed as follows

2019 Quantity Amount (€) Average price (€)
1 January 3,599,981 11,180,516 3.11
30 June 3,599,981 11,180,516 3.11

Qualified Shareholdings

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

Shareholders nº shares % share capital
ATPS - SGPS, S.A. (*)
Directly 19.767.058 54,91%
António Alberto Guerra Leal Teixeira 2.520 0.01%
António Carlos Vaz Pinto Sousa 2.520 0.01%
Total attributable 19.772.098 54,92%
Magallanes Iberian Equity FI
Total attributable 1.197.471 3,33%
Bestinver Gestion GGIIC
Total attributable
3.845.161 10,68%
River and Mercantile Asset Management LLP
Total attributable 870-648 2,42%
Norges Bank
Directly 913.582 2,54%
FMR LLC
Fidelity Managemment & Research Company 1.098.000 3.05%

(*)The voting rights attributable to the ATPS are also attributable to António Pinto Sousa and Alberto Teixeira under subparagraph b) of paragraph 1 of Article 20 and Article 21 paragraph 1, both of the Securities Code, by virtue of the latter are holding the domain of that company, in which participate indirectly in equal parts by, respectively, of CALUM – SERVIÇOS E GESTÃO, SA. with the NIPC 513799486 and DUNBAR – SERVIÇOS E GESTÃO, SA with the NIPC 513799257, which together hold the majority of the capital of ATPS.

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

Board of Directors Date Acquisictions Sales Balance at
shares av pr shares av pr 30.06.2019
António Alberto Guerra Leal Teixeira
DUNBAR- SERVIÇOS E GESTÃO SA (1) 9.996
Ibersol SGPS, SA 2.520
António Carlos Vaz Pinto Sousa
CALUM- SERVIÇOS E GESTÃO SA (2) ਰੇ ਰੇਰੇਵ
Ibersol SGPS, SA 2.520
(1) DUNBAR- SERVIÇOS E GESTAO SA
ATPS- S.G.P.S., SA
(3)
2.840
(2) CALUM- SERVIÇOS E GESTÃO SA
ATPS- S.G.P.S., SA
(3)
2.840
ATPS- S.G.P.S ., SA
(3)
Ibersol SGPS, SA 19.767.058

Transactions made by persons discharging responsabilities discharging managerial

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsabilities and people closely connected with them during the first half of 2019.

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