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Samba Digital SGPS S.A

Interim / Quarterly Report Sep 1, 2014

6003_ir_2014-09-01_39c838e1-d4c6-4c81-b3e6-222a8e563347.pdf

Interim / Quarterly Report

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Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Capital Social 250.000.000 euros Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 CRC Maia (matrícula nº 508 276 756) Portugal www.sonaecapital.pt Pessoa colectiva nº 508 276 756

INDEX

REPORT OF THE BOARD OF DIRECTORS 3
1.
HIGHLIGHTS & CEO MESSAGE
5
2.
OVERALL PERFORMANCE
6
3.
SEGMENTS PERFORMANCE
9
4.
CORPORATE INFORMATION
13
5.
METHODOLOGICAL NOTES
14
GLOSSARY 14
APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS 15
CONSOLIDATED FINANCIAL STATEMENTS 20
INDIVIDUAL FINANCIAL STATEMENTS 58
LIMITED REVIEW REPORT 78

The consolidated financial statements presented in this report was subjected to a limited revision and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union. The quarterly information is unaudited.

1. HIGHLIGHTS & CEO MESSAGE

"During the 1H14 we kept focused implementing and executing the defined strategy, namely, growing current businesses both in top line and profitability. At the same time, we are looking for releasing cash from non strategic assets to support new investments opportunities, such was the case with the new cogeneration operations and, particularly, with the aim of reducing debt. Within this framework we're able to achieve a significant 51% top line growth, improving EBITDA margin from 0.4% in 1H13 to 5.1% in 1H14. Also, at the net results level, the performance was remarkable achieving a 40% growth rate. Notwithstanding the seasonal Net Debt growth, mainly as a consequence of the level of investments on the energy expansion plan and working capital performance, we remain strongly focused in reducing debt and releasing capital from non strategic businesses, demonstrating our commitment and focus on continuing with the implementation of the corporate strategy defined at the end of 2013."

Cláudia Azevedo, CEO

2Q14 RESULTS CONFIRM THE POSITIVE OPERATIONAL AND FINANCIAL INDICATORS TREND EVOLUTION

  • … Consolidated TURNOVER GREW 43.7%, driven by:
  • Energy grew from 3.4M€ to 13.1M€, mainly as a result from the consolidation of the new cogeneration plants acquired during the 1Q14;
  • Real Estate at troiaresort maintained the positive trend growing by 82% to 5.4M€. During the 2Q14 were signed 6 deeds regarding real estate units in troiaresort, to which we should add 12 promissory purchase agreements and 9 reservation agreements. Over the 1H14 it were commercialized a total of 48 units, comparing to 67 during the FY13;
  • Fitness grew 24%, consolidating the positive trend evolution observed in previous quarters and Hospitality improved 15%, fully offsetting the negative 1Q14 contribution.

…Consolidated EBITDA1 , excluding Guaranteed Income Provisions, amounted to 4.5M€, a significant 3.5M€ improvement when compared to 2Q13:

  • As a result of all Tourism segments improvement and the growing contribution from the Energy segment when considered either the "stand alone" business or when considering the 1.57M contribution from the new cogeneration operations;
  • Including the provision related to the estimated present value of potential costs for the period of the guaranteed income in real estate sales in troiaresort, consolidated EBITDA amounted to 4.08M€, growing 3.8 times or 3.0M€ compared to 2Q13.

LEADING TO 1H14 CONSOLIDATED RESULTS WELL ABOVE LAST YEAR...

  • Top Line reached 76.23M€, registering an improvement of 51.1% compared to last year with the majority of the segments contributing favourably;
  • EBITDA1 amounted 6.0M€ (or 3.91M€ considering guaranteed income provisions), reaching a 7.9% margin, compared to 0.2M€ and a margin of 0.4% recorded in 1H13;
  • Net Results grew 39.8% to -7.19M€;
  • Net Debt grew 8.0M€ to 254M€ mainly driven by the investments concluded in the semester, achieving a positive performance when compared to the 12.7M€ growth registered during the 1H13, on a comparable basis e.g., excluding the positive impact from the sale of Imosede Fund participation units in 1H13;
  • o It should be noted that Net Debt reduced 4.8M€ when compared to same period last year.

1 EBITDA excluding the estimated present value of potential costs for the full period of the guaranteed income in real estate sales at troiaresort.

2. OVERALL PERFORMANCE

The financial and operational performance throughout the 1H14 was globally positive, showing growth across all key financial indicators, namely, a Turnover growth of 51.1%, a 3.7M€ EBITDA improvement and a growth of 39.8% at the Net Results level. Also, at the EBITDA-Capex level that during the 1H14 has posted a marginal negative contribution, registered a significant improvement of 2.4M€.

2.1. CONSOLIDATED PROFIT & LOSS STATEMENT

Million euro
2Q 2014 2Q 2013  14/13 6M 2014 6M 2013  14/13
Total Operational Income 43.22 29.26 +47.7% 79.99 52.96 +51.0%
Turnover 40.07 27.89 +43.7% 76.23 50.44 +51.1%
Tourism 12.89 9.27 +39.1% 29.81 15.58 +91.4%
Resorts 5.36 2.95 +81.8% 17.45 4.72 >100%
Hospitality 3.99 3.46 +15.4% 5.45 5.22 +4.4%
Fitness 3.54 2.86 +23.8% 6.91 5.64 +22.6%
Energy 13.11 3.38 >100% 20.20 6.65 >100%
Refrigeration & HVAC 12.96 14.62 -11.3% 24.14 26.80 -9.9%
Others & Eliminations 1.11 2.24 -50.7% 2.08 3.03 -31.1%
Other Operational Income 3.15 1.38 >100% 3.76 2.52 +49.0%
EBITDA, excluding Guaranteed Income Provisions (1) 4.53 1.08 >100% 6.01 0.19 >100%
Tourism 0.57 -1.28 - 0.55 -3.96 -
Resorts 0.95 -0.37 - 3.12 -0.74 -
Hospitality -1.00 -1.22 +17.9% -3.45 -3.58 +3.6%
Fitness 0.56 0.24 >100% 0.87 0.27 >100%
Energy 2.95 0.88 >100% 4.40 1.74 >100%
Refrigeration & HVAC 0.60 1.01 -40.4% 0.21 1.34 -84.4%
Others & Eliminations 0.40 0.46 -13.0% 0.85 1.07 -20.8%
Provisions for Guaranteed Income -0.44 0.00 - -2.09 0.00 -
EBITDA 4.08 1.08 >100% 3.91 0.19 >100%
Amortization & Depreciation -3.77 -3.30 -14.5% -7.05 -6.61 -6.7%
Provisions & Impairment Losses -0.14 -0.02 <-100% -0.17 -0.01 <-100%
Discontinued Operations (2) 0.02 -0.13 - -0.14 -0.06 <-100%
EBIT 0.19 -2.37 - -3.45 -6.49 +46.9%
Net Financial Expenses -3.20 -2.86 -11.9% -6.11 -5.31 -15.0%
Investment Income and Results from Assoc. Undertakings 1.55 1.38 +12.3% 3.28 2.96 +10.8%
EBT -1.47 -3.85 +61.9% -6.28 -8.85 +29.0%
Taxation -0.49 -1.64 +70.1% -0.90 -3.08 +70.6%
Net Profit -1.96 -5.49 +64.4% -7.19 -11.93 +39.8%
Attributable to Equity Holders of Sonae Capital -2.37 -5.68 +58.4% -7.36 -11.93 +38.3%
Attributable to Non-Controlling Interests 0.41 0.19 >100% 0.18 0.00 >100%

(1) EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed Income from real est ate sales at troiaresort

(2) Includes discont inued businesses in t he report ed period (2013/ 14)

Consolidated Turnover reached 76.23M€, evidencing a 51.1% growth compared to last year, with significant contributions from the majority of the segments: (i) a 270% growth in Resorts, supported on the growth number of sales deeds at troiaresort; (ii) Hospitality grew 4.4% as a result from the increased occupation rates; (iii) Fitness improved 22.6%, driven by the 34% growth in the number of active members; (iv) Energy posted a growth of 204% driven mainly by the new cogeneration operations; and (v) notwithstanding the 9.9% decrease in Refrigeration & HVAC segment despite the 17% increase in the level of pipeline when compared to year end 2013. With respect to segment "Others", the 47.8% positive evolution is related with our effort and commitment in realising capital from non-strategic assets, namely, real estate sales.

During the 2Q14, as it was the case in the semester, it was also registered a significant Top Line improvement of 43.7% with the majority of the segments, with the exception of Refrigeration & HVAC, showing a positive evolution compared to LY.

Consolidated 1H14 EBITDA, excluding guaranteed income provisions, totalled 6.0M€, generating a margin of 7.9% and registering an important growth of 5.8M€. All segments presented positive evolutions compared to LY, with the exception of Refrigeration & HVAC driven by the Top Line performance.

Consolidated 1H14 EBITDA including, for conservative reasons, the estimated present value of the potential costs for the full period of the guaranteed income in real estate sales at troiaresort, amounted to 3.91M€, registering a significant growth of 20.6 times or 3.7M€ compared to LY. During the 2Q14, consolidated EBITDA reached 4.08M€, a growth of 3.8 times or 3.0M€ compared to the 2Q13.

Net Profit in 1H14 was negative 7.19M€, 39.8% or 4.74M€ above the level registered last year. It should be highlighted, besides the positive EBITDA performance, the 10.8% growth registered in Results from Associated Undertakings/Investment, mostly due to the contribution of Norscut and the two new cogeneration operations where the group does not hold a majority shareholding.

2.2. CAPEX

Capex (excluding the investment related to the acquisition of the new cogeneration operations) amounted to 4.01M€ during the 1H14, correspondent to a Capex/Sales ratio of 5.26%, below the 5.35% level registered during the 1H13. The bulk of Capex was mostly driven by Resorts and Hospitality, the latter driven by the opening of the new concept Hotel in Porto, a partnership with " Escola de Hotelaria e Turismo do Porto". Regarding the Energy business, Capex was mainly driven by the launch of Martim Longo operation (Photovoltaic park - 2MW).

2.3. CAPITAL STRUCTURE

At the end of 1H14, Net Debt amounted to 254.0M€, 8.0M€ above the level registered at the end of 2013, consequence of the FCF performance, influenced by the acquisition of the new cogeneration operations and by the level of Capex referred above.

It should be noted that, traditionally, 1H is characterized by a seasonal increase in the level of working capital. During the 1H13 Net Debt has also showed a growth of 2.7M€ and as such: (i) excluding, during the 1H13, the positive 10.0M€ impact from the sale of Imosede Fund participation units; and (ii) excluding the negative impact at the Net Debt level derived from the acquisition of the new cogeneration plants (4.2M€), on a comparable basis, the evolution of Net Debt during the 1H14 has shown a positive performance of 8.9M€ compared to the 1H13.

It should be highlighted that compared to the same period last year, Net debt registered a decrease of 4.8M€.

Consolidated Balance Sheet
Million euro Jun-14 Dec 2013  Jun14/Dec13
Total Assets 662.5 633.4 +4.6%
Tangible and Intangible Assets 247.8 246.3 +0.6%
Goodwill 61.0 61.0 +0.0%
Non-Current Investments 55.7 52.0 +7.2%
Other Non-Current Assets 46.5 45.8 +1.6%
Stocks 170.0 178.9 -5.0%
Trade Debtors and Other Current Assets 60.0 46.5 +29.2%
Cash and Cash Equivalents 21.4 3.0 >100%
Total Equity 306.5 313.2 -2.1%
Total Equity attributable to Equity Holders of Sonae
Capital
297.4 304.3 -2.3%
Total Equity attributable to Non-Controlling Interests 9.1 8.9 +2.5%
Total Liabilities 356.0 320.3 +11.2%
Non-Current Liabilities 202.4 171.9 +17.7%
Non-Current Borrowings 183.1 153.0 +19.7%
Deferred Tax Liabilities 13.0 12.6 +3.7%
Other Non-Current Liabilities 6.2 6.3 -2.5%
Current Liabilities 153.6 148.4 +3.5%
Current Borrowings 92.3 96.1 -3.9%
Trade Creditors and Other Current Liabilities 61.4 52.3 +17.3%
Total Equity and Liabilities 662.5 633.4 +4.6%
Net Capital Employed 560.5 559.2 +0.2%
Fixed Assets 308.8 307.3 +0.5%
Non‐Current Investments (net) 83.0 78.8 +5.3%
Working Capital 168.6 173.1 -2.6%
Capex (6M period) 4.0 2.7 +48.8%
% Fixed Assets 1.3% 0.9%
Net Debt 254.0 246.0 +3.2%
% Net Capital Employed 45.3% 44.0%
Gearing 82.9% 78.6%
Net Debt excluding Energy 229.2 230.1 -0.4%

Capital Employed grew marginally, mainly driven by both the cogeneration operations acquired during the 1Q14 and by the updated non current investments valuation, namely Imosede Fund and Norscut, notwithstanding the reduction in the working capital investment vs YE'13 (although it has registered an increase of 7.0M€ compared to the previous quarter).

It is expected for the 2H14, as it was the case last year, the reversion of part of the working capital investment as to improve FCF performance and, consequently, reduce the level of Debt in accordance with our ambition and strategic intent.

3. SEGMENTS PERFORMANCE

3.1. TOURISM

Profit and Loss Account
Million euro
Tourism 2Q 2014 2Q 2013  14/13 6M 2014 6M 2013  14/13
Total Operational Income 12.31 7.88 +56.3% 27.69 12.88 >100%
Turnover 12.89 9.27 +39.1% 29.81 15.58 +91.4%
Resorts 5.36 2.95 +81.8% 17.45 4.72 >100%
Hospitality 3.99 3.46 +15.4% 5.45 5.22 +4.4%
Fitness 3.54 2.86 +23.8% 6.91 5.64 +22.6%
Other Operational Income -0.57 -1.39 +58.6% -2.12 -2.70 +21.5%
Total Operational Costs -9.54 -8.86 -7.7% -24.94 -16.68 -49.5%
Cost of Goods Sold -0.68 -0.99 +30.6% -1.00 -1.27 +21.1%
Change in Stocks of Finished Goods -1.70 -0.72 <-100% -7.66 -1.33 <-100%
External Supplies and Services -5.23 -4.38 -19.4% -11.14 -8.10 -37.5%
Staff Costs -3.04 -2.73 -11.2% -5.91 -5.56 -6.2%
Other Operational Expenses 1.11 -0.04 - 0.77 -0.42 -
EBITDA excluding Guaranteed Income Provisions * 0.57 -1.28 - 0.55 -3.96 -
Resorts 0.95 -0.37 - 3.12 -0.74 -
Hospitality -1.00 -1.22 +17.9% -3.45 -3.58 +3.6%
Fitness 0.56 0.24 >100% 0.87 0.27 >100%
Provisions for Guaranteed Income -0.44 0.00 - -2.09 0.00 -
EBITDA 0.13 -1.28 - -1.54 -3.96 +61.0%
Capex
EBITDA-Capex
0.90
-0.77
0.56
-1.83
+61.3%
+58.0%
1.55
-3.10
0.68
-4.64
>100%
+33.3%

* EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed Income from real est at e sales at troiaresort

A. RESORTS

The 1H14 maintained a commercial dynamism in line with the end of 2013, having been celebrated 27 deeds from the troiaresort residential units (compared to 39 during the full year 2013) to which we should add 12 promissory purchase agreements and reservation agreements (with advanced payment) for additional 9 units. As at 30th June 2014, 294 sales deeds on troiaresort residential units had been signed.

Driven by the enlarged number of deeds, 1H14 Turnover reached 17.45M€, 3.7 times higher than the level registered last year and, as a consequence, EBITDA excluding guaranteed income provisions, amounted to 3.12M€, registering an improvement of 3.86M€.

For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Driven by the sale deeds registered during the 1H14, the value amounted to 2.09M€, reflecting a level of EBITDA of 1.03M€, 1.77M€ above the level registered last year.

B. FITNESS

The dynamism and the improving trend in turnover and profitability observed since the end of 2013 has remained during the 1H14 with the average number of active members registering a growth of 34% when compared to the 1H13.

Turnover grew 22.6% to 6.91M€, driven by the mentioned increase number of active members, notwithstanding the lower market average monthly fees. As a result of both, the increased Turnover and the optimization and rationalization cost measures implemented aimed at reducing the cost base, EBITDA has tripled to 0.87M€ compared to 1H13, registering a margin of 12.6% (15.8% in 2Q14), +7.8pp above last year.

C. HOSPITALITY

Turnover in the 1H14, now on a comparable calendar basis, registered a growth of 4.4% (compared to 1H13) to 5.45M€ as a consequence of the 3pp increase in the overall occupation rate. During the semester and compared to 1H13, the number of nights sold and RevPar increased 12.5% and 6.3%, in the total Group's hotel properties, respectively.

Due to the 4.4% top line increase and the optimization and rationalization cost measures implemented over the past years, EBITDA grew 3.6% remaining, nevertheless, at negative levels of 3.45M€.

Excluding rents (that are intercompany movements subject to changes upon completion of the assets' valuation carried out by an external entity), it should be highlighted that the Hospitality segment EBITDAR amounted to negative 0.68M€, an improvement of 7.3% when compared to the negative value of 0.74M€ registered in 1H13.

In April, in partnership with the "Escola de Hotelaria e Turismo do Porto" it was launched a new hotel, following a capital light approach. This is a unit with 17 rooms, restaurant, bar and meetings room, where students of the "Escola de Hotelaria e Turismo do Porto" are able to apply their knowledge. Inspired by the arts and appreciation of beauty, The Artist Porto Hotel & Bistro offers a contemporary and comfortable atmosphere, where every detail transports us to a creative and unique environment with a strong motivational atmosphere, inspiring and helping to grow (personally and professionally) students of the "Escola de Hotelaria e Turismo do Porto".

Profit and Loss Account
Million euro
Energy 2Q 2014 2Q 2013  14/13 6M 2014 6M 2013  14/13
Total Operational Income 13.52 3.46 >100% 20.60 6.77 >100%
Turnover 13.11 3.38 >100% 20.20 6.65 >100%
Other Operational Income 0.41 0.09 >100% 0.40 0.12 >100%
Total Operational Costs -10.56 -2.58 <-100% -16.20 -5.03 <-100%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-9.17
0.00
-0.90
-0.48
-0.01
-2.02
0.00
-0.35
-0.21
0.00
<-100%
-
<-100%
<-100%
<-100%
-13.87
0.00
-1.48
-0.84
-0.01
-3.92
0.00
-0.69
-0.41
0.00
<-100%
-
<-100%
<-100%
<-100%
EBITDA 2.95 0.88 >100% 4.40 1.74 >100%
Capex
EBITDA-Capex
0.53
2.42
0.74
0.14
-28.3%
>100%
0.93
3.47
1.62
0.12
-42.4%
>100%

3.2. ENERGY

During the 1Q14 it was announced the acquisition of a set of shareholdings and interests held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.

With the fully operational photovoltaic project, the capacity under management will ascend to 53 MW (50MW Cogeneration and 3MW Photovoltaic) or 62.3 MW, considering the non-fully held operations, a growth of 3.0 times when compared to the end of 2013.

Turnover, including four months of the new cogeneration operations, grew 204% to 20.2M€. Excluding this effect (13.24M€ in 1H14), Turnover would have grown by 4.7%. EBITDA has also shown a significant 153% increase to 4.40M€, registering a margin of 21.8%. Excluding new operations' contribution (2.06M€), EBITDA would have grown by 34.5%.

Capex (excluding the cogeneration acquisitions) remained in controlled levels and contributed, besides EBITDA, for the improvement of the operational cash flow.

Profit and Loss Account
Million euro
Refrigeration & HVAC 2Q 2014 2Q 2013  14/13 6M 2014 6M 2013  14/13
Total Operational Income 14.35 15.43 -7.0% 25.08 27.43 -8.6%
Turnover 12.96 14.62 -11.3% 24.14 26.80 -9.9%
Total Operational Costs -12.36 -13.60 +9.1% -23.93 -25.47 +6.0%
Cost of Goods Sold -4.27 -6.37 +32.9% -7.64 -10.38 +26.4%
Change in Stocks of Finished Goods -0.29 2.41 - -0.61 2.76 -
External Supplies and Services -4.89 -5.07 +3.5% -8.43 -8.77 +3.9%
Staff Costs -3.61 -4.16 +13.2% -7.43 -8.38 +11.3%
Other Operational Expenses/Income 0.70 -0.42 - 0.17 -0.69 -
EBITDA 0.60 1.01 -40.4% 0.21 1.34 -84.4%
Capex 0.10 0.02 >100% 0.18 0.09 >100%
EBITDA-Capex 0.51 1.00 -49.1% 0.03 1.25 -97.5%

3.3. REFRIGERATION, HVAC AND MAINTENANCE

1H14 Turnover amounted to 24.14M€, a decrease of 9.9% compared to 1H13, due to some delays in important projects both in Portuguese and international operations. Backlog grew 17% and 3% when compared to YE13 and 1Q14, respectively, representing, approximately, 7 months of turnover.

The level of International Turnover from the Refrigeration & HVAC business (consolidating exports and direct sales abroad), despite the lower international activity following some delays in the launch of important projects, amounted to 5.3M€, representing 22% of the consolidated turnover.

Despite the on-going implementation of measures leading to rationalize and variable the cost structure to the new benchmark, due to the turnover performance, consolidated EBITDA amounted to only 0.21M€ reverting, nevertheless, the negative value registered in 1Q14.

Domestic EBITDA reached 0.17M€, registering a decrease of 0.61M€ when compared to 1H13, driven by top line performance. International EBITDA reached 39K€, posting a decrease of 0.52M€ compared to 1H13.

Capex remained at low levels and the large majority of the lower Operational Cash Flow was driven by the negative EBITDA evolution.

3.4. OTHER ASSETS

Sonae Capital Group owns a set of non-strategic assets and thus available for sale, including Real Estate assets (excluding Sonae Tourism assets) and Financial Shareholdings.

During the period there were no material operations to highlight.

With respect to Real Estate assets, during the 1H14, it were celebrated over a disperse set of assets sales deeds amounting to 0.82M€.

As at 30 June 2014, Capital Employed in this set of assets (real estate) amounted to 128.1M€.

3.5. INDIVIDUAL FINANCIAL STATEMENTS

Sonae Capital, SGPS, SA, the Group's holding company, posted a positive 19,449,049 euro net profit in 1H14, including a material 15.6 million euro impact from dividends paid by subsidiaries. 1H13 net profit of 12,371,328 euro was also impacted from dividends paid by subsidiaries in the amount of 13,113,126 euro.

4. CORPORATE INFORMATION

4.1. CORPORATE INFORMATION 1H14

As at March 6, 2014 Sonae Capital, SGPS, SA (Sonae Capital) informed that the acquisition (directly or through wholly-owned companies) of a group of shareholdings and equity interests held by subsidiaries of Enel Green Power S. p. A. (Enel), in cogeneration plants located in Portugal, have become effective.

After contractual price adjustments, the acquisition price has been settled at 9.6 million euro, representing an investment net cash outflow of 4.2 million euro, considering the free cash available in each of the acquired units.

This acquisition lies within the expansion plan of the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.

As at May 22, 2014 Sonae Capital, SGPS, SA (Sonae Capital) has disclosed that it had closed the conditions for a Bond issue of €42,500,000 (forty two million five hundred thousand euros), subscribed by institutional investors, without any guarantees and with a 5 year term, maturing in May 2019. The physical and financial settlement occurred on 28 May 2014 and the process for the bonds to be listed for trading on Euronext Lisbon is being prepared.

Sonae Capital maintains its commitment and focus on reducing Net Debt and the operation allows the Group to strengthen its capital structure, diversify its sources of funding while optimizing the financing costs. It also ensures the structural funds to implement the corporate strategy defined at the end of 2013 and to prosecute the respective strategic goals.

4.2. SUBSEQUENT CORPORATE EVENTS

There were no subsequent corporate events to register.

5. METHODOLOGICAL NOTES

The consolidated financial statements presented in this report was subjected to a limited revision and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union. The quarterly information is unaudited.

In 1Q14 it was changed the reporting template for the Net Debt of the Energy segment. Since the growth of this segment is being performed primarily through Intercompany Debt, we decided to report the Debt of the segment with the total Debt rather than the contribution to Sonae Capital Group as was until now. We believe that this change contributes to increase the quality and transparency of the information reported to the market.

With the aim of continuing improve the quality and transparency of the information provided, from the 2Q14 onwards, discontinued operations are reported on a specific line of the Profit & Loss statement.

The present document is a translation from the Portuguese original version.

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning
  • Operational Cash Flow = EBITDA Capex
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and Provisions (including in Other Operation Income)
  • EBITDA excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the Guaranteed Income from real estate sales at troiaresort

  • EBITDAR = EBITDA + Rents for buildings

  • Net Debt = Non-Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments
  • Capex = Investment in Tangible and Intangible Assets
  • Gearing = Net Debt / Equity

30 JUN E 2014

STATEMENT

Under the terms of Article 245, paragraph 1, c) of the Portuguese Securities Code

(Translation of a Statement originally issued in Portuguese)

The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2014 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.

Maia, 31 July 2014

Belmiro Mendes de Azevedo Ivone Pinho Teixeira Chairman of the Board of Directors Member of the Board of Directors

Maria Cláudia Teixeira de Azevedo Francisco de La Fuente Sánchez Member of the Board of Directors Member of the Board of Directors

Álvaro Carmona e Costa Portela Paulo José Jubilado Soares de Pinho Member of the Board of Directors Member of the Board of Directors

GOVERNING BODIES

(Article 447 of the Portuguese Companies Act and nr. 7 of Article 14 of CMVM's 5/2008 Regulation)

Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during 1st semester 2014 involving shares and other securities:

Balance as at
Purchases Sales 30.06.2014
Date Quantity Av. Price € Quantity Av. Price € Quantity
Belmiro Mendes de Azevedo
Efanor Investimentos, SGPS, SA (1) 49,999,997
(includes 1 share owned by the spouse)
Sonae Capital, SGPS, SA (a) 838,862
Maria Cláudia Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1)
Linhacom, SGPS, SA (2)
1
99,996
Álvaro Carmona e Costa Portela
Sonae Capital, SGPS, SA
20.02.2014 21,700 0.46 24,942
Paulo José Jubilado Soares de Pinho
Sonae Capital, SGPS, SA (b)
20,775
Balance as at
Purchases Sales 30.06.2014
Date Quantity Av. Price € Quantity Av. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV (3) 5,583,100
(2) Linhacom, SGPS, SA
Sonae Capital, SGPS, SA 43,912
Imparfin, SGPS, SA (4) 150,000
(3) Pareuro, BV
Sonae Capital, SGPS, SA 66,600,000
(4) Imparfin, SGPS, SA
Sonae Capital, SGPS, SA 513,160

(a) Includes 1,862 shares owned by the spouse.

(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of the Board of Directors.

APPENDIX REQUIRED BY ARTICLE 448 OF THE PORTUGUESE COMPANIES ACT

Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:

Number of shares as at 30.06.2014

Efanor Investimentos, SGPS, SA (1)
Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV 5,583,100

Pareuro, BV Sonae Capital, SGPS, SA 66,600,000

(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.

QUALIFIED SHAREHOLDINGS

As required by number 1, c) of Article 9 of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 30 June 2014:

Shareholder Nr. of Shares % of Share
Capital
% of Voting
Rights
Efanor Investimentos, SGPS, S.A. (1)
Directly Owned 88,859,200 35.544% 35.544%
Through Pareuro, BV (controlled by Efanor) 66,600,000 26.640% 26.640%
Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) 837,000 0.335% 0.335%
Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of Directors of
Efanor)
1,862 0.001% 0.001%
Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor
Maria Cláudia Teixeira de Azevedo)
43,912 0.018% 0.018%
Through Migracom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor
Duarte Paulo Teixeira de Azevedo)
161,250 0.065% 0.065%
Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the Board of Directors of
Efanor)
411 0.000% 0.000%
Total attributable 156,503,635 62.601% 62.601%
Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários,
SA
Through Santander Acções Portugal Fund (managed by Santander Asset Management) 5,214,974 2.086% 2.086%
Through Santander PPA Fund (managed by Santander Asset Management) 484,869 0.194% 0.194%
Total attributable 5,699,843 2.280% 2.280%
Blueshore Global Equity Fund 5,000,000 2.000% 2.000%
Total attributable 5,000,000 2.000% 2.000%

(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b) number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV; 1312 shares are no longer attributed to Nuno Miguel Teixeira de Azevedo due to be held by descendant and ceased the legal basis of imputation arising from paragraph a) number 4 of Article 248-B of the Portuguese Securities Code.

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2014 AND 31 DECEMBER 2013

(Amounts expressed in euro)

ASSETS Notes 30.06.2014 31.12.2013
NON-CURRENT ASSETS:
Tangible assets 8 239,978,779 238,552,228
Intangible assets 8 7,870,078 7,745,826
Goodwill 9 60,982,213 60,982,213
Investments in associated companies 5 15,473,281 12,458,452
Other investments 6 and 10 40,270,882 39,540,098
Deferred tax assets 14 25,989,709 26,186,529
Other non-current assets 11 20,509,721 19,570,690
Total non-current assets 411,074,663 405,036,036
CURRENT ASSETS:
Stocks 12 169,983,015 178,930,013
Trade account receivables and other current assets 13 60,022,716 46,472,406
Cash and cash equivalents 15 21,402,933 2,997,963
Total Current Assets 251,408,664 228,400,382
TOTAL ASSETS 662,483,327 633,436,418
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 250,000,000 250,000,000
Own Shares 16 (1,486,301) (1,124,125)
Reserves and retained earnings 56,248,472 68,634,546
Profit/(Loss) for the year attributable to the equity holders of Sonae (7,361,621) (13,200,373)
Equity attributable to the equity holders of Sonae Capital 297,400,550 304,310,048
Equity attributable to non-controlling interests 17 9,069,540 8,850,291
TOTAL EQUITY 306,470,090 313,160,339
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 183,141,725 152,968,701
Other non current liabilities 20 3,098,525 3,256,871
Deferred tax liabilities 14 13,044,870 12,581,859
Provisions 23 3,079,824 3,079,824
Total Non-Current Liabilities 202,364,944 171,887,255
CURRENT LIABILITIES:
Loans 18 92,262,211 96,050,940
Trade creditors and other current liabilities 22 56,769,789 49,380,171
Provisions 23 4,616,293 2,957,713
Total Current Liabilities 153,648,293 148,388,824
TOTAL LIABILITIES 356,013,237 320,276,079
TOTAL EQUITY AND LIABILITIES 662,483,327 633,436,418

The accompanying notes are part of these financial statements.

The Board of Directors

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2014 AND 2013

(Amounts expressed in euro)

Notes 30.06.2014 30.06.2013
Sales 39,743,873 23,132,450
Services rendered 37,834,194 31,465,974
Other operating income 4,257,270 3,484,841
Cost of sales (24,149,974) (17,983,399)
Changes in stocks of finished goods and work in progress (8,756,434) 1,297,934
External supplies and services (23,980,322) (21,828,702)
Staff costs (16,784,781) (17,790,572)
Depreciation and amortisation 8 (7,051,409) (6,713,058)
Provisions and impairment losses (2,503,817) (584,827)
Other operating expenses (2,058,614) (975,522)
Operational profit/(loss) (3,450,014) (6,494,881)
Financial Expenses (6,841,853) (5,910,733)
Financial Income 733,393 598,610
Profit/(Loss) in associated and jointly controlled companies 5 2,886,867 2,442,536
Investment income 389,368 513,605
Profit/(Loss) before taxation (6,282,239) (8,850,863)
Taxation 26 (903,653) (3,075,964)
Profit/(Loss) for the year 27 (7,185,892) (11,926,827)
Attributable to:
Equity holders of Sonae Capital (7,361,621) (11,929,132)
Non-controlling interests 17 175,729 2,305
Profit/(Loss) per share
Basic 28 (0.029902) (0.048092)
Diluted 28 (0.029902) (0.048092)

The accompanying notes are part of these financial statements.

The Board of Directors

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2014 AND 2013

(Amounts expressed in euro)

Notes 2nd Quarter 14 1 2nd Quarter 13 1
Sales 19,465,912 16,250,249
Services rendered 20,698,914 13,782,753
Other operating income 3,216,747 1,804,530
Cost of sales (14,217,605) (10,713,892)
Changes in stocks of finished goods and work in progress (2,395,802) 1,688,708
External supplies and services (12,414,723) (11,830,344)
Staff costs (8,142,333) (8,909,468)
Depreciation and amortisation (3,774,289) (3,333,024)
Provisions and impairment losses (747,230) (516,987)
Other operating expenses (1,500,428) (588,775)
Operational profit/(loss) 189,163 (2,366,250)
Financial Expenses (3,534,901) (3,161,335)
Financial Income 331,523 298,492
Profit/(Loss) in associated and jointly controlled companies 1,439,052 1,189,829
Investment income 109,678 189,435
Profit/(Loss) before taxation (1,465,485) (3,849,829)
Taxation (491,973) (1,643,144)
Profit/(Loss) for the period (1,957,458) (5,492,973)
Attributable to:
Equity holders of Sonae Capital (2,365,164) (5,679,648)
Non-controlling interests 407,706 186,675
Profit/(Loss) per share
Basic (0.009604) (0.022913)
Diluted (0.009604) (0.022913)

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

The Board of Directors

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2014 AND 2013

(Amounts expressed in euro)

30.06.2014 30.06.2014
Consolidated net profit/(loss) for the period (7,185,892) (11,926,827)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 117,373 (73,510)
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
(351,176) 1,704,670
Change in the fair value of assets available for sale 772,140 833,690
Change in the fair value of cash flow hedging derivatives 542,813 714,369
Tax related to other comprehensive income captions (176,163) (216,125)
Other comprehensive income for the period 904,987 2,963,094
Total comprehensive income for the period (6,280,905) (8,963,733)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(6,497,775)
216,870
(8,956,162)
(7,571)

The accompanying notes are part of these financial statements.

The Board of Directors

SONAE CAPITAL, SGPS, SA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2014 AND 2013

(Amounts expressed in euro)

2nd Quarter 14 1 2nd Quarter 14 1
Consolidated net profit/(loss) for the period (1,957,458) (5,492,973)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 66,167 (112,159)
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
679,660 1,190,978
Change in the fair value of assets available for sale 372,187 360,926
Change in the fair value of cash flow hedging derivatives 278,677 330,497
Tax related to other comprehensive income captions (84,174) (97,934)
Other comprehensive income for the period 1,312,517 1,672,308
Total comprehensive income for the period (644,941) (3,820,665)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(1,074,320)
429,379
(3,981,615)
160,950

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

The Board of Directors

SONAE CAPITAL, SGPS, SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Amounts expressed in Euro)

Att
ribu
tab
le t
o E
ity
Hol
qu
der
s of
So
nae
Ca
ital
p
Sha
re
Cap
ital
Ow
n
Sha
res
Dem
erg
er
Res
erv
e
(No
6)
te 1
nsla
tion
Tra
Res
erv
es
Fai
r
Val
ue
Res
erv
es
Hed
ing
g
Res
erv
es
Oth
er
nd
Res
erv
es a
ain
ed
Ret
Ear
nin
gs
Sub
al
tot
Net
Pro
fit/
(Lo
ss)
al
Tot
Non
- Con
llin
tro
g Inte
ts
res
al E
ity
Tot
qu
Bal
s at
1 J
20
13
anc
e a
anu
ary
250
,00
0,0
00
(26
05)
4,7
132
,63
8,2
53
(11
6)
,48
153
,08
2
(2,3
)
37,
176
(53
04)
,83
6,5
76,
606
,16
9
(11
03)
,09
2,0
315
,24
9,4
61
8,7
07,
639
323
,95
7,1
00
Tot
al c
olid
ate
d c
hen
sive
inc
e fo
r th
erio
d
ons
om
pre
om
e p
- - - (51
6)
,19
617
,56
5
701
,93
1
1,7
04,
670
2,9
72,
970
(11
32)
,92
9,1
(8,9
)
56,
162
(7,5
71)
(8,9
)
63,
733
App
riat
ion
of
fit
of 2
012
rop
pro
:
Tra
nsf
o le
l re
d re
tain
ed
nin
er t
ga
ser
ves
an
ear
gs
Div
ide
nds
id
pa
Acq
uisi
tion
of
n sh
ow
are
s
Cha
s in
the
of c
ital
he
ld i
ffil
iate
d
nta
nge
pe
rce
ge
ap
n a
Oth
han
er c
ges
-
-
-
-
-
-
-
(26
80)
0,6
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11
03)
,09
2,0
-
-
750
339
(
3)
11,
092
,00
-
-
750
339
11,
092
,00
3
-
-
-
-
-
-
(26
80)
0,6
750
339
-
(29
1,9
00)
-
(75
0)
-
-
(29
1,9
00)
(26
80)
0,6
-
339
Bal
s at
30
Ju
201
3
anc
e a
ne
250
,00
0,0
00
(52
85)
5,3
132
,63
8,2
53
(62
2)
,68
770
,64
7
(1,6
)
35,
245
(63
48)
,22
2,7
68,
488
,22
5
(11
32)
,92
9,1
306
,03
3,7
08
8,4
07,
418
314
,44
1,1
26
Bal
1 J
20
14
s at
anc
e a
anu
ary
250
,00
0,0
00
(1,1
)
24,
125
132
,63
8,2
53
(18
22)
9,6
(
6)
590
,85
(1,1
)
66,
854
(62
75)
,05
6,3
68,
634
,54
6
(13
73)
,20
0,3
304
,31
0,0
48
8,8
50,
291
313
,16
0,3
39
Tot
al c
olid
d c
hen
sive
inc
e fo
r th
erio
d
ate
ons
om
pre
om
e p
- - - 82,
172
772
0
,14
536
,87
3
(52
7,3
39)
863
,84
6
(7,3
621
)
61,
(6,4
97,
)
775
216
,87
0
(6,2
80,
905
)
App
riat
ion
of
fit
of 2
013
rop
pro
:
Tra
nsf
er t
o le
l re
d re
tain
ed
nin
ga
ser
ves
an
ear
gs
Div
ide
nds
id
pa
Acq
uisi
tion
of
n sh
ow
are
s
Cha
s in
the
nta
of c
ital
he
ld i
ffil
iate
d
nge
pe
rce
ge
ap
n a
Oth
han
er c
ges
-
-
-
-
-
-
-
(36
76)
2,1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(13
73)
,20
0,3
-
-
-
(49
7)
,54
(
3)
13,
200
,37
-
-
-
(49
7)
,54
13,
200
,37
3
-
-
-
-
-
-
(36
76)
2,1
-
(49
7)
,54
-
(64
27)
9,9
-
652
,22
3
83
-
(64
27)
9,9
(36
76)
2,1
652
,22
3
(49
4)
,46
Bal
s at
30
Ju
201
4
anc
e a
ne
250
,00
0,0
00
(1,4
86,
301
)
132
,63
8,2
53
(10
50)
7,4
181
,28
4
(62
9,9
81)
(75
,83
3,6
34)
248
2
56,
,47
(7,3
621
)
61,
297
,40
0,5
50
9,0
69,
540
306
90
,47
0,0

The accompanying notes are part of these financial statements.

SONAE CAPITAL, SGPS, SA CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Amounts expressed in Euro)

Notes 30.06.2014 30.06.2013 2nd Quarter 14 1 2nd Quarter 13 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors 78,924,691 52,018,420 38,380,316 23,512,934
Cash receipts from trade creditors (54,957,222) (39,716,604) (31,541,408) (18,132,583)
Cash paid to employees (16,646,874) (16,663,470) (9,145,473) (9,087,557)
Cash flow generated by operations 7,320,595 (4,361,654) (2,306,565) (3,707,206)
Income taxes (paid) / received (3,905,507) (1,865,983) (3,886,078) (1,734,027)
Other cash receipts and (payments) relating to operating activities 3,182,978 1,896,151 2,007,431 1,998,149
Net cash flow from operating activities (1) 6,598,066 (4,331,486) (4,185,212) (3,443,084)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 120,181 10,393,862 120,181 -
Tangible assets 335,763 770,067 (238,619) 505,786
Intangible assets - 9,417 - 9,417
Interest and similar income 1,139,380 30,453 63,315 9,779
Dividends 796,367 158,628 796,367 158,628
2,391,691 11,362,427 741,244 683,610
Cash Payments arising from:
Investments (3,324,592) (28,250) (59,681) -
Tangible assets (3,432,497) (2,400,855) (1,150,885) (525,421)
Intangible assets (488,793) (64,604) (199,875) (37,440)
Loans granted (936,926) (465,885) - (459,000)
(8,182,808) (2,959,594) (1,410,441) (1,021,861)
Net cash used in investment activities (2) (5,791,117) 8,402,833 (669,197) (338,251)
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 64,199,200 18,380,478 52,574,700 10,677,204
Sale of own shares 42,606 - 42,606 -
64,241,806 18,380,478 52,617,306 10,677,204
Cash Payments arising from:
Loans obtained (38,539,183) (13,946,962) (35,973,550) (3,031,351)
Interest and similar charges (6,736,891) (6,631,195) (2,618,515) (2,850,009)
Reimbursement of capital and paid in capital (28,385) - (28,385) -
Dividends (1,004,034) - (1,004,034) -
Purchase of own shares (404,783) (260,680) - (55,959)
(46,713,276) (20,838,837) (39,624,484) (5,937,319)
Net cash used in financing activities (3) 17,528,530 (2,458,359) 12,992,822 4,739,885
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 18,335,479 1,612,988 8,138,413 958,550
Effect of foreign exchange rate (14,823) 9,859 (8,561) 24,009
Cash and cash equivalents at the beginning of the period 15
2,922,307 2,609,152 13,125,636 3,277,740
Cash and cash equivalents at the end of the period 15 21,272,609 4,212,281 21,272,609 4,212,281

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2014

(Translation from the Portuguese Original)

(Amounts expressed in Euro)

________________________________________________

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Reflecting the Group's current strategic guideline, three business areas are identified:

  • Tourism, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels and services, and in health and fitness, through management of health clubs;
  • Energy, includes energy services in the areas of cogeneration, solar thermal and photovoltaic;
  • Refrigeration and HVAC.

The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".

On March 6 2014, Sonae Capital acquired a group of shareholdings and equity in cogeneration plants located in Portugal, precisely 10 new units (8 majority held) following the expansion plan of the Energy segment.

________________________________________________

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2013.

Basis of preparation

Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES

Changes to international accounting standards that came into force on or after 1 January 2014, did not have material impacts in the financial statements as at 30 June 2014.

________________________________________________

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2014 and 31 December 2013, are as follows:

________________________________________________

Percentage of capital held
30 June 2014 31 December 2013
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Tourism
Aqualuz - Turismo e Lazer, Lda a) Lagos 100.00% 100.00% 100.00% 100.00%
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 83.41% 83.41% 83.41% 83.41%
1) The Artist Hotel & Bistro – Actividades
Hotelaria, SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Golf Time - Golfe e Inv.Turisticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoareia Investimentos Turísticos,SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imopenínsula - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imoresort - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina de Tróia, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marmagno-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marvero-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
SII - Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Solinca - Health & Fitness, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Solinca-Investimentos Turísticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Solinfitness - Club Málaga, SL a) Malaga (Spain) 100.00% 100.00% 100.00% 100.00%
7) Solswim – Gestão e Expl.de Equip. Aquáticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Soltroia-Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Sonae Turismo - SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sontur, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort - Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaverde-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tulipamar-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%

Energy

2) Atelgen – Produção de Energia, ACE a) Barcelos 51.00% 51.00% - -
2) Carvemagere – Manutenção e Energias
Renováveis, Lda
a) Barcelos 65.00% 65.00% - -
2) Companhia Térmica Hectare ACE a) Alcochete 100.00% 100.00% - -
2) Companhia Térmica Tagol Lda a) Oeiras 100.00% 100.00% - -
2) C.T.E. – Central Termoeléctrica, Lda a) Maia 100.00% 100.00% - -
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Enerlousado – Recursos Energéticos, Lda a) Maia 100.00% 100.00% - -
Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Integrum ACE, SA a) Maia 100.00% 100.00% - -
Integrum-Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Integrum – Engenho Novo - Energia, SA a) Maia 100.00% 100.00% - -
Integrum Martim Longo - Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Vale do Caima- Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Integrum II– Energia, SA a) Maia 100.00% 100.00% - -
3) Integrum III– Energia, SA a) Maia 100.00% 100.00% - -
Integrum Vale do Tejo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Ronfegen – Recursos Energéticos, Lda a) Maia 100.00% 100.00% - -
2) Soternix – Produção de Energia ACE a) Barcelos 51.00% 51.00% - -
Refrigeration and HVAC
PJP - Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 70.00%
Sistavac, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Sistavac Sistemas HVAC-R do Brasil, Lda a) São Paulo (Brazil) 100.00% 70.00% 100.00% 70.00%
Sistavac, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
8) Spinarq–Engenharia, Energia e Ambiente,SA a) Luanda (Angola) 99.90% 99.90% 99.90% 99.90%
8) Spinarq-Moçambique, Lda a) Maputo
(Mozambique)
100.00% 100.00% 100.00% 100.00%
4) SC – Central de Distribuição para Refrigeração
e Climatização, SA
a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Other Assets
5) Bloco Q-Sociedade Imobiliária, SA
Casa da Ribeira – Sociedade Imobiliária, SA
a)
a)
Maia
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Centro Residencial da Maia,Urban., SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cinclus Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contacto Concessões, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Country Club da Maia-Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo Especial de Investimento Imobiliário
Fechado WTC
a) Maia 99.82% 99.82% 99.82% 99.82%
7) Imobiliária da Cacela, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoclub-Serviços Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imodivor - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imobeauty, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imohotel-Emp.Turist.Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoponte-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosedas-Imobiliária e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Implantação – Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Martimope – Empreendimentos Turisticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Porturbe-Edificios e Urbanizações, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium – Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium II-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium-SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Prédios Privados Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predisedas-Predial das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC Assets, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sete e Meio Herdades - Investimentos Agrícolas
e Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Société de Tranchage Isoroy SAS a) Honfleur
(France)
100.00% 100.00% 100.00% 100.00%
Soconstrução, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Soira-Soc.Imobiliária de Ramalde, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sótaqua - Soc. de Empreendimentos Turísticos,
SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Spinveste - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spinveste-Gestão Imobiliária SGII, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Torre São Gabriel-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Urbisedas-Imobiliária das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Vistas do Freixo-Emp.Tur.imobiliários,SA a) Maia 100.00% 100.00% 100.00% 100.00%
7) World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Others
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
SC – Sociedade de Consultadoria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC-SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC Finance, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
6) SC FOR - Ser.Formação e Desenvolvimento de
Recursos Humanos, SA
a) Maia 100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights.

  • 1) Ex-Casa da Ribeira Hotelaria e Turismo, SA;
  • 2) Company adquired in March 2014;
  • 3) Company incorporated in the period;
  • 4) Ex-SKK- Central de Distr., SA;
  • 5) Ex-Bloco W Sociedade Imobiliária, SA;
  • 6) Ex-SKKFOR Ser.For.e Desen.de Recursos, SA;
  • 7) Company dissolved in the period;
  • 8) Company included in the Other Assets segment in 2013.

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

________________________________________________

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2014 and 31 December 2013 are as follows:

Percentage of capital held
30 June 2014 31 December 2013 Book Value
Company Head
Office
Direct Total Direct Total 30 June
2014
31 December
2013
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 189,253 357,859
1) Sociedade de Construções do Chile, SA Maia 100.00% 50.00% 100.00% 50.00% - -
1) Vastgoed One - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
1) Vastgoed Sun - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
Lidergraf - Artes Gráficas, Lda Vila do
Conde
24.50% 24.50% 24.50% 24.50% 772,432 690,582
Norscut - Concessionária de Scut Interior
Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00% 13,837,724 11,386,011
Operscut - Operação e Manutenção de
Auto-estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Energy
2) Feneralt – Produção de Energia, ACE Barcelos 25.00% 25.00% - - 77,260 -
2) Powercer – Sociedade de Cogeração da
Vialonga, SA
Lisbon 30.00% 30.00% - - 572,612 -
Total 15,473,281 12,458,452

1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA,

holder of all of these investments; 2) Company acquired in March 2014.

Associated and jointly controlled companies are consolidated using the equity method.

Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.

As at 30 June 2014 and 31 December 2013, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

30 June 2014 31 December 2013
Total Assets 691,148,098 668,902,549
Total Liabilities 607,441,826 590,182,432
Income 35,586,583 128,281,701
Expenses 30,220,690 112,365,691

During the periods ended 30 June 2014 and 30 June 2013, movements in investments of associated and jointly controlled companies may be summarized as follows:

30 June 2014 30 June 2013
Opening balance as at 1 January 12,490,395 4,697,978
Acquisitions in the period 1,249,300 7,000
Disposals in the period - -
Equity method 1,792,015 4,147,206
Dividends received (26,486) -
Change in the consolidation method - -
Closing balance as at 30 June 15,505,224 8,852,184
Accumulated impairment losses (31,943) (31,943)
15,473,281 8,820,241

The use of the equity method had the following impacts: 2,116,705 euro recorded on share of results of associated undertakings (2,442,536 euro at 30 June 2013), and -351,176 euro in changes in reserves (1,704,670 euro at 30 June 2013).

6. OTHER INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2014 and 31 December 2013 are made up as follows:

________________________________________________

Percentage of capital held
30 June 2014 31 December 2013
Head 31 December
Company Office Direct Total Direct Total 30 June 2014 2013
Tourism
Infratroia – Emp. de Infraest. de
Troia, E.N.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Other Assets
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 25.85% 25.85% 25.85% 25.85% 39,426,263 38,654,123
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0.06% 0.06% 0.06% 0.06% 124,934 124,892
Net, SA Lisbon 2.80% 2.80% 2.80% 2.80% 11,132 11,132
Fundo de Capital de Risco F-HITEC Lisbon 6.48% 6.48% 6.48% 6.48% 250,000 250,000
Other investments 393,806 435,204
Total (Note 10) 40,270,882 39,540,098

7. CHANGES TO THE CONSOLIDATION PERIMETER

Additions in the consolidation perimeter by acquisition:

Percentage of capital held
At acquisition date
Company Head Office Direct Total
Atelgen – Produção de Energia, ACE Barcelos 51.00% 51.00%
Carvemagere – Manutenção e Energias
Renováveis, Lda
Barcelos 65.00% 65.00%
Companhia Térmica Hectare ACE Alcochete 100.00% 100.00%
Companhia Térmica Tagol Lda Oeiras 95.00% 95.00%
C.T.E. – Central Termoeléctrica, Lda Maia 100.00% 100.00%
Enerlousado – Recursos Energéticos, Lda Maia 100.00% 100.00%
Ronfegen – Recursos Energéticos, Lda Maia 100.00% 100.00%
Soternix – Produção de Energia ACE Barcelos 51.00% 51.00%

________________________________________________

The acquisitions that occurred in the six month period ended 30 June 2014 had the following impact in the consolidated financial statements:

Acquisition Date 30 June 2014
Net assets acquired
Tangible and intangible assets 5,122,251 4,481,423
Other assets 9,947,142 8,516,392
Cash and cash equivalents 6,318,519 2,218,622
Other liabilities (12,845,848) (12,128,219)
8,542,064 3,088,218
Gain in acquisition 279,690
Acquisition price 8,262,374
Payments made 8,262,374
Net cash flow from the acquisition
Payments made 8,262,374
Cash and equivalents acquired (6,318,519)
1,943,855

8. TANGIBLE AND INTANGIBLE ASSETS

During the six months period ended 30 June 2014, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:

________________________________________________

Tangible Assets
Land and
Buildings
Equipment Other
Tangible
Assets
Tangible
Assets in
progress
Total
Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 224,681,479 146,714,608 1,916,702 16,042,362 389,355,151
Changes in consolidation perimeter 1,640,691 23,314,681 248,629 - 25,204,001
Capital expenditure 328,225 148,754 13,227 3,007,351 3,497,557
Disposals (331,328) (373,207) (6,297) - (710,832)
Exchange rate effect - 9,783 5,104 - 14,887
Transfers - 8,774,196 11,596 (8,632,145) 153,647
Closing balance as at 30 June 2014 226,319,067 178,588,815 2,188,961 10,417,568 417,514,411
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2014 86,377,115 62,883,216 1,542,592 - 150,802,923
Changes in consolidation perimeter 1,419,542 18,587,084 178,843 - 20,185,469
Charges for the period 1) 1,415,748 5,427,052 37,575 - 6,880,375
Disposals (68,229) (256,985) (6,298) - (331,512)
Exchange rate effect - 6,017 3,195 - 9,212
Transfers - (10,650) (184) - (10,834)
Closing balance as at 30 June 2014 89,144,176 86,635,734 1,755,723 - 177,535,633
Carrying amount as at 1 January 2014 138,304,364 83,831,392 374,110 16,042,362 238,552,228
Carrying amount as at 30 June 2014 137,174,891 91,953,081 433,239 10,417,568 239,978,779

1) Includes impairment losses amounting to 167,620 euro (229,832 euro at December 2013)

Major amounts included in the caption Tangible assets in progress, refer to the following projects:

30 June 2014 31 December 2013
Tróia 8,071,649 7,322,147
Photovoltaic Project 195,000 7,412,790
Others 2,150,919 1,307,425
10,417,568 16,042,362
Intangible Assets
Patents and
other similar
rights
Software Other
Intangible
Assets
Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 7,834,037 2,211,797 9,422 435,656 10,490,912
Changes in consolidation perimeter - - 103,719 - 103,719
Capital expenditure - 8,645 19,416 327,366 355,427
Disposals - (37,355) - - (37,355)
Exchange rate effect - 1,920 - - 1,920
Transfers (22,471) 531,083 - (529,375) (20,763)
Closing balance as at 30 June 2014 7,811,566 2,716,090 132,557 233,647 10,893,859
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2014 1,207,452 1,528,846 8,788 - 2,745,086
Changes in consolidation perimeter - - - - -
Charges for the period 95,084 243,228 317 - 338,629
Disposals - (37,355) - - (37,355)
Exchange rate effect - 1,075 - - 1,075
Transfers (23,654) - - - (23,654)
Closing balance as at 30 June 2014 1,278,882 1,735,794 9,105 - 3,023,781
Carrying amount as at 1 January 2014 6,626,585 682,951 634 435,656 7,745,826
Carrying amount as at 30 June 2014 6,532,684 980,296 123,452 233,647 7,870,078

As at June 2014 net assets of Marina de Tróia amount to 6,068,025 euro (6,141,720 euro at 31 December 2013).

9. GOODWILL

During the periods ended 30 June 2014 and 31 December 2013, movements in goodwill, as well as in corresponding impairment losses, are as follows:

________________________________________________

30 June 2014 31 December 2013
Gross amount:
Opening balance 62,283,809 62,290,239
Decreases - disposals of affiliated companies - (6,430)
Closing balance 62,283,809 62,283,809
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
-
Total 60,982,213 60,982,213

10. OTHER INVESTMENTS

As at 30 June 2014, movements in investments were as follows:

30 June 2014 31 December 2013
Non current Current Non current Current
Investments at acquisition cost
Opening balance as at 1 January 8,071,101 - 8,223,418 -
Acquisitions in the period 8,485 - 122 -
Disposals in the period (7,499,512) - (152,525) -
Transfers - - 86 -
Closing balance as at 30 June 580,074 - 8,071,101 -
Accumulated impairment losses (Note 23) (258,264) - (7,707,935) -
321,810 - 363,166 -
Investments held for sale
Fair value as at 1 January 39,305,931 - 49,938,723 -
Disposals in the period - - (9,919,661) -
Increase/(Decrease) in fair value 772,140 - (713,131) -
Fair value as at 30 June 40,078,071 - 39,305,931 -
Accumulated impairment losses (Note 23) (128,999) - (128,999) -
Fair value (net of impairment losses) as at 30 June 39,949,072 - 39,176,932 -
Other Investments 40,270,882 - 39,540,098 -

________________________________________________

The amounts shown under fair value related to the Imosede Fund.

The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.

These investments are recorded at acquisition cost less impairment losses.

11. OTHER NON-CURRENT ASSETS

As at 30 June 2014 and 31 December 2013, other non-current assets are detailed as follows:

________________________________________________

30 June 2014 31 December 2013
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 18,647,695 17,740,756
Others 721,492 691,505
19,369,187 18,432,261
Impairment losses (Note 23) (34,916) (34,916)
19,334,271 18,397,345
Trade accounts receivable and other debtors
Others 1,175,450 1,173,345
Impairment losses (Note 23) - -
1,175,450 1,173,345
Other non current assets 20,509,721 19,570,690

12. INVENTORIES

Inventories as at 30 June 2014 and 31 December 2013 can be detailed as follows, highlighting the value attributable to real estate developments:

________________________________________________

30 June 2014 31 December 2013
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,574,525 - 1,162,725 -
Goods for sale 31,268,828 29,914,214 32,155,488 30,045,640
Finished goods 60,752,608 60,752,608 68,373,552 68,373,552
Work in progress 79,964,240 76,686,469 80,964,110 77,147,748
173,560,201 167,353,291 182,655,875 175,566,940
Accumulated impairment losses on stocks (Note 23) (3,577,186) (3,434,621) (3,725,862) (3,434,621)
169,983,015 163,918,670 178,930,013 172,132,319

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2014 and 31 December 2013, trade accounts receivable and other current assets are detailed as follows:

________________________________________________

30 June 2014 31 December 2013
Trade accounts receivable 31,965,802 26,911,545
Accumulated impairment losses on trade debtors (Note 23) (5,835,559) (6,039,005)
26,130,243 20,872,540
Taxes recoverable 14,859,461 12,841,371
Loans granted to and other amounts to be received from related parties 307,198 70,058
Other current assets
Suppliers with a debtor balance 979,095 850,602
Other debtors 11,931,418 10,923,538
Accounts receivable from the sale of financial investments 4,802,159 4,804,214
Accounts receivable from the sale of tangible assets 25,255 9,678
Interest receivable 570,105 965,460
Deferred costs - Rents 380,864 264,345
Deferred costs - External supplies and services 1,469,390 895,653
Other current assets 5,483,310 1,681,955
25,641,596 20,395,445
Accumulated impairment losses on other current assets (Note 23) (6,915,782) (7,707,008)
Trade accounts receivable and other current assets 60,022,716 46,472,406

14. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:

________________________________________________

Deferred tax assets Deferred tax liabilities
30 June 2014 31 December 2013 30 June 2014 31 December 2013
Amortisation and Depreciation harmonisation adjustments 858,281 884,314 3,096,676 2,783,003
Provisions and impairment losses of non-tax deductible 8,937,231 8,934,857 - -
Write off of tangible and intangible assets 201,678 325,774 - -
Write off of accruals 67,820 126,853 - -
Revaluation of tangible assets - - 102,853 103,166
Tax losses carried forward 15,840,014 15,843,605 - -
Financial instruments - - 1,452,787 1,276,624
Write off of stocks - - - 931,724
Taxable temporary differences arising from the fair value
of non-current liabilities
- - - 7,150,724
Others 84,685 71,126 8,392,554 336,618
25,989,709 26,186,529 13,044,870 12,581,859

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2014 31 December 2013
Tax losses carried
forward
Deferred tax
assets
Time
limit
Tax losses carried
forward
Deferred tax
assets
Time
limit
With limited time use
Generated in 2008 351,292 80,797 2014 1,105,341 254,228 2014
Generated in 2009 6,379,907 1,467,379 2015 6,379,907 1,467,379 2015
Generated in 2010 14,563,454 3,349,595 2014 18,328,751 4,215,613 2014
Generated in 2011 17,938,869 4,125,940 2015 17,938,869 4,125,940 2015
Generated in 2012 16,006,259 3,681,440 2017 16,006,259 3,681,440 2017
Generated in 2013 4,803,515 1,104,808 2018 9,126,112 2,099,006 2018
Generated in 2014 8,826,326 2,030,055 2026 - -
68,869,622 15,840,014 68,885,239 15,843,605
With a time limit different from
the above mentioned
- - - -
68,869,622 15,840,014 68,885,239 15,843,605

As at 30 June 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 June 2014, tax losses carried forward amounting to 182,346,599 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 June 2014 31 December 2013
Tax losses carried
forward
Tax Credit Time
limit
Tax losses carried
forward
Tax Credit Time
limit
With limited time use
Generated in 2008 33,380,187 7,677,443 2014 33,053,902 7,602,397 2014
Generated in 2009 35,488,269 8,162,302 2015 35,694,882 8,209,823 2015
Generated in 2010 20,041,588 4,609,565 2014 16,443,812 3,782,077 2014
Generated in 2011 17,168,301 3,948,709 2015 18,024,594 4,145,657 2015
Generated in 2012 19,081,891 4,388,835 2017 19,508,597 4,486,977 2017
Generated in 2013 40,546,486 9,325,692 2018 36,378,392 8,367,030 2018
Generated in 2014 63,317 14,563 2026 - -
165,770,039 38,127,109 159,104,179 36,593,961
Without limited time use - - 1,186,715 395,532
With a time limit different
from the above mentioned
16,576,560 4,661,438 14,997,872 4,318,664
16,576,560 4,661,438 16,184,587 4,714,196
182,346,599 42,788,547 175,288,767 41,308,157

15. CASH AND CASH EQUIVALENTS

As at 30 June 2014 and 31 December 2013, cash and cash equivalents can be detailed as follows:

________________________________________________

30 June 2014 31 December 2013
Cash at hand 221,092 84,252
Bank deposits 21,167,392 2,901,739
Treasury applications 14,449 11,972
Cash and cash equivalents on the balance sheet 21,402,933 2,997,963
Bank overdrafts - (Note 18) (130,324) (75,657)
Cash and cash equivalents in the statement of cash-flows 21,272,609 2,922,307

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 18).

16. EQUITY

The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.

________________________________________________

The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

As at 30 June 2014, Sonae Capital SGPS, S.A. owns 6,068,850 own shares (5,119,562 own shares at 31 December 2013) booked for 1,486,301 euro (1,124,125 euro at 31 December 2013).

17. NON CONTROLLING INTERESTS

Movements in non-controlling interests in the periods ended 30 June 2014 and 31 December 2013 are as follows:

________________________________________________

30 June 2014 31 December 2013
Opening balance as at 1 January 8,850,291 8,707,639
Changes in hedging reserves 5,940 16,215
Changes in the percentage of capital held in affiliated companies 652,223 548,518
Changes resulting from currency translation 35,201 (68,547)
Dividends paid (649,927) (304,254)
Others 83 -
Profit for the period attributable to minority interests 175,729 (49,280)
Closing balance 9,069,540 8,850,291

18. BORROWINGS

As at 30 June 2014 and 31 December 2013, Borrowings are made up as follows:

________________________________________________

30 June 2014 31 December 2013
Outstanding amount Outstanding amount
Current Non Current Current Non Current Repayable on
Bank loans
Sonae Capital SGPS - commercial paper a) 58,050,000 - 75,000,000 - Mar/2018
Sonae Capital SGPS - commercial paper d) 8,250,000 - 8,250,000 - Jan/2015
Sonae Capital SGPS - commercial paper b) - 4,000,000 - 12,650,000 Aug/2016
Sonae Capital SGPS - commercial paper c) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS - commercial paper f) 3,500,000 6,500,000 - - May/2017
Sonae Capital SGPS - commercial paper g) 8,000,000 - - - Feb/2016
Sonae Capital SGPS e) 7,000,000 17,000,000 7,000,000 24,000,000 Jun/2017
Up-front fees - (463,852) - (552,029)
Others 2,666,357 3,275,418 2,080,029 2,863,444
87,466,357 60,311,566 92,330,029 68,961,416
Bank overdrafts (Note 15) 130,324 - 75,657 -
Bank loans 87,596,681 60,311,566 92,405,686 68,961,416
Bond Loans
Sonae Capital 2011/2016 Bonds - 10,000,000 - 10,000,000 Jan/2016
Sonae Capital 2014/2019 Bonds - 42,500,000 - - May/2019
SC, SGPS, S.A. 2008/2018 Bonds - 50,000,000 - 50,000,000 Mar/2018
Up-front fees - (716,774) - (226,532)
Bond Loans - 101,783,226 - 59,773,468
Other loans 686,969 772,852 686,968 1,116,336
Derivatives (Note 19) 1,135,946 - 101,543 1,433,909
Obligations under finance leases 2,842,615 20,369,409 2,856,743 21,785,159
Up-front fees on finance leases - (95,328) - (101,587)
92,262,211 183,141,725 96,050,940 152,968,701

a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.

b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets.

c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.

d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3 years.

e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.

f) Commercial paper programme, with subscription guarantee, issued on 7 May 2014, valid for a 3 year period, with payments every six months.

g) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with one year term and automatic annual renewals up to 5 years.

As at 30 June 2014, borrowings of the Group were as follows:

  • SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.

  • Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016. This bond loan bears interest every six months.

  • Sonae Capital SGPS - 2014/2019 bond loan in the amount of 42,500,000 euro, with a 5 year maturity, and a sole reimbursement on 28 May 2019. This bond loan bears interest every six months.

The interest rate on bonds in force on 30 June 2014 was on average 3.508%.

Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.

Other non-current loans include reimbursable grants to affiliated undertakings, which do not bear interest.

The repayment schedule of the nominal value of borrowings may be summarised as follows:
31 December 2013
Nominal value Interest Nominal value Interest
91,126,264 9,486,099 95,949,397 8,582,090
25,042,664 6,672,182 11,417,824 6,548,639
18,381,195 5,262,893 25,082,672 4,290,860
84,742,329 3,288,382 47,689,566 2,861,554
47,321,647 2,132,571 57,636,739 2,140,898
8,929,844 334,593 10,588,138 415,871
275,543,944 27,176,720 248,364,336 24,839,912
30 June 2014

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 58% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.

In the event of, upon maturity, any Bank or investor of commercial paper issued is not renewed, the Group has credit lines available to cope with these non renewals.

19. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 June 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 1,135,946 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities. As at 30 June 2014 and 31 December 2013, all derivatives are hedging derivatives.

________________________________________________

These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.

The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.

Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:

  • Matching between cash-flows received and paid, i.e., there is a perfect match between the dates of the re-fixing of interest rates on financing contracted with the bank and the dates of the re-fixing of interest rates on the derivative;
  • Perfect matching between indices: the reference index for the hedging instrument and that for the financing to which the underlying derivative relates are the same;
  • In the case of extreme rises in interest rates, the maximum cost of financing is limited.

Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 June 2014 31 December 2013 30 June 2014 31 December 2013
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 18) - - 1,135,946 1,535,452
Other derivatives - - - -
- - 1,135,946 1,535,452

20. OTHER NON-CURRENT LIABILITIES

As at 30 June 2014 and 31 December 2013 other current liabilities can be detailed as follows:

________________________________________________

30 June 2014 31 December 2013
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,055,483 2,092,131
Others 216,645 216,645
2,272,128 2,308,776
Other creditors
Creditors in the restructuring process of Torralta 478,006 456,039
478,006 456,039
Deferred income - -
Obligations by share-based payments (Note 21) 348,391 492,056
348,391 492,056
Other non current liabilities 3,098,525 3,256,871

21. SHARE-BASED PAYMENTS

In 2013 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.

________________________________________________

As at 30 June 2014 and 31 December 2013, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Year of
Vesting
Number of Fair Value
grant year participants 30 June 2014 31 December 2013
Shares
2011 2014 2 - 106,579
2012 2015 7 484,465 467,581
2013 2016 8 611,404 535,181
2014 2017 7 221,190 -
Total 1,317,059 1,109,341

As at 30 June 2014 and 31 December 2013, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:

30 June 2014 31 December 2013
Other non current liabilities (Note 20) 348,391 492,056
Other current liabilities 410,821 106,579
Reserves 398,128 110,935
Staff Costs 361,084 487,700

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2014 and 31 December 2013 trade accounts payable can be detailed as follows:

________________________________________________

30 June 2014 31 December 2013
Trade creditors 15,889,977 15,756,800
Loans granted by and other payables to related parties
Other current liabilities
1,415,685 107,740
Fixed assets suppliers 1,906,569 2,494,318
Advances from customers and down payments 2,273,129 3,203,979
Other creditors 4,082,101 1,197,491
Taxes and contributions payable 7,814,710 7,007,231
Staff costs 6,138,264 5,610,334
Deferred income for services rendered 1,115,706 2,777,135
Interest payable 1,370,409 1,339,963
Investment aid 1,669,778 1,604,523
Other liabilities 13,093,461 8,280,657
39,464,127 33,515,631
Trade accounts payable and other current liabilities 56,769,789 49,380,171

23. PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2014 were as follows:

________________________________________________

Captions Balance as at 1
January 2014
Increases Decreases Utilisations Balance as at 30
June 2014
Accumulated impairment losses on:
Other Investments (Notes 5 and 10) 7,868,877 - - (7,449,671) 419,206
Other non current assets (Note 11) 34,916 - - - 34,916
Trade accounts receivable (Note 13) 6,039,005 199,436 (225,947) (176,935) 5,835,559
Other current assets (Note 13) 7,707,008 4,920 (30,841) (765,305) 6,915,782
Stocks (Note 12) 3,725,862 - (148,676) - 3,577,186
Non current provisions 3,079,824 - - - 3,079,824
Current provisions 2,957,713 2,545,086 (102,264) (784,241) 4,616,293
31,413,205 2,749,442 (507,729) (9,176,152) 24,478,766

As at 30 June 2014 and 31 December 2013 detail of other provisions was as follows:

30 June 2014 31 December 2013
Judicial claims 1,745,595 1,824,313
Others 5,950,522 4,213,223
7,696,117 6,037,537

Impairment losses are deducted from the book value of the corresponding asset.

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2014 and 31 December 2013 the most important contingent liabilities referred to guarantees given and were made up as follows:

________________________________________________

30 June 2014 31 December 2013
Guarantees given:
on VAT reimbursements 5,065,159 5,065,159
on tax claims 6,561,339 4,015,535
on municipal claims 1,134,224 2,884,505
Others 15,104,351 14,905,311

Others include the following guarantees:

  • 8,159,522 euro as at 30 June 2014 (7,862,436 euro as at 31 December 2013) of guarantees on construction works given to clients;

  • 5,581,280 euro as at 30 June 2014 of guarantees given concerning building permits in the Tourism business.

The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.

25. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2014 30 June 2013 30 June 2014 30 June 2013
Parent company (a) - - - -
Associated companies 17,898 - 14,628 11,327
Other partners and Group companies (b) 12,058,960 11,878,841 2,946,340 3,028,860
12,076,858 11,878,841 2,960,968 3,040,187
Interest income Interest expenses
Transactions 30 June 2014 30 June 2013 30 June 2014 30 June 2013
Parent company (a) - - - -
Associated companies 507,178 459,982 - -
Other partners and Group companies (b) - - 64,419 70,311
507,178 459,982 64,419 70,311
Accounts receivable Accounts payable

________________________________________________

Balances 30 June 2014 31 December 2013 30 June 2014 31 December 2013
Parent company (a) - - - -
Associated companies 566,675 937,076 6,947 1,812
Other partners and Group companies (b) 8,219,129 8,463,343 2,342,197 2,415,720
8,785,804 9,400,419 2,349,144 2,417,532
Loans obtained Loans granted
Balances 30 June 2014 31 December 2013 30 June 2014 31 December 2013
Parent company (a) - - - -
Associated companies - - 19,334,271 18,397,346
Other partners and Group companies (b) 2,055,483 2,092,131 - -
2,055,483 2,092,131 19,334,271 18,397,346

a) The parent company is Efanor Investimentos, SGPS, SA;

b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.

26. TAXATION

As at 30 June 2014 and 2013, Taxation was made up as follows:

30 June 2014 30 June 2013
Current tax 400,173 3,531,825
Deferred tax 503,480 (455,861)
Taxation 903,653 3,075,964

________________________________________________

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2014 and 2013, the reconciliation of consolidated net profit can be analysed as follows:

________________________________________________

30 June 2014 30 June 2013
Aggregate net profit 7,168,463 2,713,607
Harmonisation adjustments (1,133,822) (483,345)
Elimination of intragroup dividends (27,732,238) (16,400,420)
Share of gains/(losses) of associated undertakings 2,116,705 2,442,536
Elimination of intragroup capital gains/(losses) 11,590,777 (4,257)
Elimination of intragroup impairment (775,169) (444,917)
Adjustments of gains/(losses) on assets disposals - -
Adjustments of gains/(losses) of financial shareholdings sale 1,299,702 249,969
Others 279,690 -
Consolidated net profit for the year (7,185,892) (11,926,827)

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2014 and 30 June 2013 were calculated taking into consideration the following amounts:

________________________________________________

30 June 2014 30 June 2013
Net profit
Net profit taken into consideration to calculate basic earnings per
share (Net profit for the period )
(7,361,621) (11,929,132)
Net profit taken into consideration to calculate diluted earnings per
share
(7,361,621) (11,929,132)
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
246,190,249 248,046,518
Weighted average number of shares used to calculated diluted
earnings per share
246,190,249 248,046,518
Earnings per share (basic and diluted) (0.029902) (0.048092)

29. SEGMENT INFORMATION

In 30 June 2014 and 30 June and 31 December 2013, the following were identified as segments:

________________________________________________

  • Tourism:
  • Resorts
  • Hotels
  • Fitness
  • Other
  • Energy
  • Refrigeration and HVAC
  • Other Assets
  • Real Estate Assets
  • Financial Assets
  • Holding and Others

The contribution of the business segments to the income statement of the periods ended 30 June 2014 and 2013 can be detailed as follows:

Other operational
Profit & Loss Account
Sales
Services rendered
income
Resorts
14,984,952
3,484,010
1,474,451
Total operational
Operational cash
income
flow (EBITDA)
19,943,413
1,026,895
Hotels
23,723
5,571,585
195,154
5,790,462
(3,452,838)
Fitness
107,340
6,815,435
280,106
7,202,881
874,524
Other
-
474,945
64,718
539,663
9,572
Intersegment Adjustments
(65)
(1,642,703)
(411,232)
(2,054,000)
4,516
Tourism
15,115,950
14,703,272
1,603,197
31,422,419
(1,537,331)
Energy
20,015,248
255,176
593,826
20,864,250
4,394,995
Refrigeration and HVAC
3,094,988
22,415,218
539,394
26,049,600
208,902
Real Estate Assets
531,360
3,602,744
250,051
4,384,155
1,890,073
Financial Assets
-
(73)
166
93
(124,006)
Intersegment Adjustments
-
-
-
-
-
Total Other Assets
531,360
3,602,671
250,217
4,384,248
1,766,067
Holding & Others
-
3,111,305
41,986
3,153,291
(915,660)
Discontinued Operations
1,544,053
233,322
169,038
1,946,413
(143,151)
Intersegment Adjustments
(557,726)
(6,486,770)
1,059,612
(5,984,884)
(5,478)
Consolidated
39,743,873
37,834,194
4,257,270
81,835,337
3,768,344

30 June 2013

Profit & Loss Account Sales Services rendered Other operational
income
Total operational
income
Operational cash
flow (EBITDA)
Resorts 2,212,854 3,505,566 881,480 6,599,900 (734,727)
Hotels 29,184 5,324,901 259,372 5,613,457 (3,581,036)
Fitness 70,325 5,594,140 300,916 5,965,381 266,251
Other - 586,863 83,222 670,085 96,424
Intersegment Adjustments (376) (1,730,224) (417,741) (2,148,341) 1,271
Tourism 2,311,987 13,281,246 1,107,249 16,700,482 (3,951,817)
Energy 6,651,877 77,265 175,207 6,904,349 1,735,546
Refrigeration and HVAC 12,431,411 15,256,983 656,818 28,345,212 1,336,565
Real Estate Assets 100,203 3,601,770 204,798 3,906,771 2,009,250
Financial Assets 744 25,332 540,406 566,482 (126,244)
Intersegment Adjustments - - - - -
Total Other Assets 100,947 3,627,102 745,204 4,473,253 1,883,006
Holding & Others - 2,790,728 87,663 2,878,391 (809,557)
Discontinued Operations 2,576,033 2,544,957 392,344 5,513,334 (93,743)
Intersegment Adjustments (939,805) (6,112,307) 320,356 (6,731,756) (4,969)
Consolidated 23,132,450 31,465,974 3,484,841 58,083,265 95,031

The contribution of the business segments to the Balance sheets as at 30 June 2014 and 31 December 2013 can be detailed as follows:

30 June 2014
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total Liabilities Technical
investment
Gross Debt Net Debt
Resorts 103,428,490 113,088 142,923,281 246,464,859 144,895,164 850,342 17,122,258 16,495,048
Hotels 666,098 7,998 11,610,476 12,284,572 22,703,785 104,375 96,410 7,533
Fitness 9,154,509 20,760 1,912,712 11,087,981 8,158,227 338,563 992,440 912,861
Other 249,874 341,457 108,156,505 108,747,836 257,234,817 253,251 5,526 (11,941)
Intersegment Adjustments - - (125,105,525) (125,105,525) (125,101,192) - - -
Tourism 113,498,971 483,303 139,497,449 253,479,723 307,890,801 1,546,532 18,216,635 17,403,502
Energy 26,053,754 79,852 20,389,402 46,523,008 46,525,389 776,950 11,077,809 8,701,038
Refrigeration and HVAC 639,736 152 47,954,191 48,594,079 16,329,499 180,950 1,443,025 540,543
Real Estate Assets 106,552,975 20,308,089 103,179,112 230,040,176 152,487,667 822,419 388 (1,435,664)
Financial Assets 3,568 15,479,457 42,441,547 57,924,572 17,551,530 - - (14,292)
Intersegment Adjustments - - 5,017,899 5,017,899 - - - -
Total Other Assets 106,556,543 35,787,546 150,638,558 292,982,647 170,039,197 822,419 388 (1,449,956)
Holding & Others 1,099,853 19,393,310 444,104,966 464,598,129 260,474,835 526,132 244,666,079 228,873,980
Discontinued Operations - - 1,936,781 1,936,781 11,394,291 - - (68,103)
Intersegment Adjustments - - (445,631,039) (445,631,039) (456,640,775) - - -
Consolidated 247,848,857 55,744,163 358,890,307 662,483,327 356,013,237 3,852,984 275,403,936 254,001,003
31 December 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total Liabilities Technical
investment
Gross Debt Net Debt
Resorts 105,481,311 162,441 154,102,824 259,746,576 156,927,406 617,795 18,335,737 18,238,655
Hotels 1,075,954 7,647 11,789,571 12,873,172 24,015,098 173,498 277 (56,961)
Fitness 9,404,573 20,098 1,761,853 11,186,524 9,887,446 502,800 1,240,792 1,198,570
Other 4,489 341,450 123,672,141 124,018,080 243,598,480 - 24,296 (6,689)
Intersegment Adjustments - - (138,720,005) (138,720,005) (138,712,020) - - -
Tourism 115,966,327 531,637 152,606,384 269,104,348 295,716,410 1,294,093 19,601,101 19,373,576
Energy 21,611,730 2,546 7,349,632 28,963,908 25,241,374 4,541,284 10,539,415 10,535,939
Refrigeration and HVAC 374,001 13 46,312,512 46,686,526 15,481,189 38,657 767,756 430,279
Real Estate Assets 107,375,160 20,084,089 103,624,966 231,084,215 160,459,401 371,489 50,035 (1,062,597)
Financial Assets 234,843 12,366,945 50,785,054 63,386,842 20,803,840 159,677 455,459 283,541
Intersegment Adjustments - - 4,164,013 4,164,013 - - - -
Total Other Assets 107,610,003 32,451,034 158,574,033 298,635,070 181,263,241 531,166 505,494 (779,056)
Holding & Others 735,993 19,013,320 416,120,995 435,870,308 243,563,946 433,778 217,605,606 216,812,506
Discontinued Operations - - 4,638,546 4,638,546 13,108,607 1,355 268 (351,566)
Intersegment Adjustments - - (450,462,288) (450,462,288) (454,098,688) - - -
Consolidated 246,298,054 51,998,550 335,139,814 633,436,418 320,276,079 6,840,333 249,019,641 246,021,678
30 June 2014
Inflows
Gross Bank Debt 244,666,079
Cash and Cash Equivalents 1,577
Net bank debt 244,664,502
Other Assets 7,711,864
Intercompany ST Loans Obtained 7,711,864
Total Inflows 252,376,366
Outflows
Tourism 245,238,908
Other Assets 143,484,052
Intercompany Loans Granted 388,722,960

30. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 June 2014.

________________________________________________

________________________________________________

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 31 July 2014.

The Board of Directors

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2014 AND 31 DECEMBER 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

ASSETS Notes 30 June 2014 31 December 2013
NON CURRENT ASSETS:
Tangible assets 2,917 4,668
Investments 4 577,554,412 576,779,243
Deferred tax assets 7 2,416,568 407,059
Other non current assets 5 155,717,195 153,051,695
Total Non Current Assets 735,691,092 730,242,665
CURRENT ASSETS:
Other current assets 6 22,079,428 6,970,428
Cash and cash equivalents 8 15,784,638 786,250
Total Current Assets 37,864,066 7,756,678
TOTAL ASSETS 773,555,158 737,999,343
EQUITY AND LIABILITIES
EQUITY:
Share Capital 9 250,000,000 250,000,000
Own shares 9 (1,486,301) (1,124,125)
Legal reserve 10 8,611,464 8,307,376
Other reserves 10 293,493,001 287,715,325
Profit / (Loss) for the period 19,449,049 6,081,764
TOTAL EQUITY 570,067,213 550,980,341
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans 11 57,082,369 66,148,229
Bonds 11 51,957,485 9,999,265
Other non current liabilities
Deferred tax liabilities
7 165,449
-
167,556
-
Total Non Current Liabilities 109,205,303 76,315,050
CURRENT LIABILITIES
Suppliers
69,848 229,793
Bank loans 11 84,800,000 90,250,000
Other creditors 12 7,713,840 18,798,082
Other current liabilities 13 1,698,954 1,426,077
Total Current Liabilities 94,282,642 110,703,952
TOTAL EQUITY AND LIABILITIES 773,555,158 737,999,343

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

Notes 30 June 2014 30 June 2013
Operational income
Other operational income 20,337 7,605
Total operational income 20,337 7,605
Operational expenses
External supplies and services 14 (218,874) (467,120)
Staff costs 15 (641,774) (390,745)
Depreciation and amortisation (1,750) (583)
Other operational expenses (11,714) (24,948)
Total operational expenses (874,112) (883,397)
Operational profit/(loss) (853,775) (875,792)
Financial income 16 5,436,458 4,558,961
Financial expenses 16 (5,238,040) (4,666,805)
Net financial income/(expenses) 198,418 (107,844)
Investment income 16 15,645,955 13,113,126
Profit/(loss) before taxation 14,990,598 12,129,490
Taxation 17 4,458,451 241,838
Profit/(loss) for the period 19,449,049 12,371,328
Profit/(loss) per share
Basic and diluted 18 0.079000 0.049875

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

2nd Quarter 2014 2nd Quarter 2013
(Unaudited) (Unaudited)
Operational income:
Other operational income 381 2,870
Total operational income 381 2,870
Operational expenses:
External supplies and services (118,905) (217,046)
Staff costs (143,526) (168,910)
Depreciation and amortisation (874) (583)
Other operational expenses (3,050) (15,065)
Total operational expenses (266,355) (401,604)
Operational profit/(loss) (265,974) (398,734)
Financial income 2,822,967 2,295,278
Financial expenses (2,692,799) (2,405,497)
Net financial income/(expenses) 130,168 (110,218)
Investment income 389,533 348,734
Profit/(loss) before taxation 253,727 (160,218)
Taxation 1,762,658 (139,053)
Profit/(loss) for the period 2,016,385 (299,271)
Profit/(loss) per share
Basic and diluted 0.008190 (0.001207)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

30 June 2014 30 June 2013
Net profit for the period 19,449,049 12,371,328
Items that may subsequently be reclassified to net income:
Change in currency translation reserve - -
Share of other comprehensive income of associated undertakings and joint
ventures accounted for by the equity method
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Income tax relating to components of other comprehensive income
Other comprehensive income for the period
-
-
-
-
Total comprehensive income for the period 19,449,049 12,371,328

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

2nd Quarter 2014
(Unaudited)
2nd Quarter 2013
(Unaudited)
Net profit for the period 2,016,385 (299,271)
Exchange differences on translating foreign operations - -
Share of other comprehensive income of associates and joint
ventures accounted by the equity method
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - -
Total comprehensive income for the period 2,016,385 (299,271)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

Share
Capital
Own
Shares
Legal
Reserve
Other
Reserves
Sub total Net
profit / (loss)
Total Equity
Balance as at 1 January 2013 250,000,000 (264,705) 8,307,376 288,710,416 297,017,792 (995,091) 545,757,996
Total comprehensive income for the period - - - - - 12,371,328 12,371,328
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
-
-
-
-
-
-
(995,091)
-
(995,091)
-
995,091
-
-
-
Acquisition/(disposal) of own shares - (260,680) - - - - (260,680)
Others - - - - - - -
Balance as at 30 June 2013 250,000,000 (525,385) 8,307,376 287,715,325 296,022,701 12,371,328 557,868,645
Balance as at 1 January 2014 250,000,000 (1,124,125) 8,307,376 287,715,325 296,022,701 6,081,764 550,980,341
Total comprehensive income for the period - - - - - 19,449,049 19,449,049
Appropriation of profits:
Transfer to other reserves and legal reserve
Dividends distributed
-
-
-
-
304,088
-
5,777,676
-
6,081,764
-
(6,081,764)
-
-
-
Acquisition/(disposal) of own shares - (362,177) - - - - (362,177)
Others - - - - - - -
Balance as at 30 June 2014 250,000,000 (1,486,301) 8,611,464 293,493,001 302,104,465 19,449,049 570,067,213

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

OPERATING ACTIVITIES
Cash paid to trade creditors
390,776
505,604
Cash paid to employees
508,624
356,601
Cash flow generated by operations
(899,400)
(862,205)
Income taxes (paid)/received
1,227
510
Other cash receipts/(payments) relating to operating activities
39,827
(428,236)
Net cash flow from operating activities [1]
(860,800)
(1,290,951)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments
-
-
Interest and similar income
4,979,203
5,051,185
Dividends
14,870,786
12,355,245
Loans granted
14,957,934
-
34,807,923
17,406,430
Cash payments arising from:
Investments
Tangible assets
-
7,000
Loans granted
29,714,614
13,200,200
29,714,614
13,207,200
Net cash flow from investment activities [2]
5,093,309
4,199,230
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares
42,606
-
Loans obtained
42,500,000
17,200,000
42,542,606
17,200,000
Cash Payments arising from:
Interest and similar costs
5,687,638
4,498,402
Acquisition of own shares
404,783
260,680
Loans obtained
25,684,306
15,486,500
31,776,727
20,245,582
Net cash flow from financing activities [3]
10,765,879
(3,045,582)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]
14,998,388
(137,303)
Cash and cash equivalents at the beginning of the period
8
786,250
373,019
Cash and cash equivalents at the end of the period
8
15,784,638
235,716
30 June 2014 30 June 2013

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

2nd Quarter 2014
(Unaudited)
2nd Quarter 2013
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 114,626 229,088
Cash paid to employees 230,519 198,267
Cash flow generated by operations (345,145) (427,354)
Income taxes (paid)/received 718 4
Other cash receipts/(payments) relating to operating activities 296,675 78,477
Net cash flow from operating activities [1] (49,188) (348,881)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - -
Interest and similar income 2,873 17
Dividends 14,870,786 12,355,245
Others - -
Loans granted 14,957,934 (6,098,450)
29,831,593 6,256,812
Cash payments arising from:
Investments
- -
Tangible assets - 7,000
Loans granted 30,160,254 7,996,200
30,160,254 8,003,200
Net cash flow from investment activities [2] (328,661) (1,746,388)
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares 42,606 -
Loans obtained 30,950,000 10,250,000
30,992,606 10,250,000
Cash Payments arising from:
Interest and similar costs 3,643,843 2,607,373
Acquisition of own shares - 55,959
Loans obtained 11,748,506 5,361,000
15,392,349 8,024,332
Net cash from financing activities [3] 15,600,257 2,225,668
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 15,222,408 130,399
Cash and cash equivalents at the beginning of the period 562,230 105,317
Cash and cash equivalents at the end of the period 15,784,638 235,716

The accompanying notes are an integral part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2014

(Translation of the individual financial statements originally issued in Portuguese) (Amounts expressed in euro)

1. INTRODUCTION

Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 30 June 2014.

Basis of preparation

Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES

During the period there were no changes in accounting policies or prior period errors.

As at 30 June 2014 and 31 December 2013 Investments are detailed as follows:
30 June 2014 31 December 2013
584,195,526 584,195,526
1,200 1,200
2,546 2,546
584,199,272 584,199,272
(6,644,860) (7,420,029)
577,554,412 576,779,243

4.1 Investments in affiliated and associated undertakings

As at 30 June 2014 and 31 December 2013, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

30 June 2014 31 December 2013
Company % Held Fair Book Value Fair Value % Held Fair Book Value Fair Value
Value Reserve Value Reserve
SC, SGPS, SA 100.00 - 382,638,253 - 100.00 - 382,638,253 -
Spred, SGPS, SA 54.05 - 40,000,000 - 54.05 - 40,000,000 -
SC Assets, SGPS, SA 76.64 - 82,000,000 - 76.64 - 82,000,000 -
Sonae Turismo, SGPS, SA 23.08 - 37,500,000 - 23.08 - 37,500,000 -
Fundo Esp.Inv.Imo.Fec. WTC 59.57 - 42,057,273 - 59.57 - 42,057,273 -
Total - 584,195,526 - - 584,195,526 -

Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.

Impairment tests on financial investments were performed in 2013, based on external valuations of the real estate of group companies, to assess the fair value of such investments.

As at 30 June 2014 and 31 December 2013, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.

30 June 2014 31 December 2013
Fundo Es p.Inv.Imo.Fec. WTC (144,860) (920,029)
Sonae Turi smo, SGPS, SA (6,500,000) (6,500,000)
(6,644,860) (7,420,029)

5. OTHER NON CURRENT ASSETS

As at 30 June 2014 and 31 December 2013 Other Non Current Assets are detailed as follows:

30 June 2014 31 December 2013
Loans granted to group companies:
SC, SGPS, SA 116,349,218 121,338,653
SC Assets, SGPS, SA 39,367,977 31,713,043
155,717,195 153,051,695

These assets were not due or impaired as at 30 June 2014. The fair value of loans granted to Group companies is basically the same as their book value.

Loans to group companies interest at market rates and are repayable within a period exceeding one year.

6. OTHER CURRENT ASSETS

As at 30 June 2014 and 31 December 2013 Other Current Assets can be detailed as follows:

30 June 2014 31 December 2013
Group companies - Short term loans:
SC, SGPS, SA 8,122,260 232,300
SC Assets SGPS, SA 4,528,720 327,500
Income tax withheld 3,384,691 847,476
Other Debtors 55,033 81,727
Accrued income 5,439,714 4,984,735
Deferred costs 549,010 496,690
22,079,428 6,970,428

Loans granted to group companies bear interest at market rates and are repayable within one year.

The amount recorded as accrued income includes EUR 5,437,647 for interest on loans granted to group companies.

Under the heading deferred costs include EUR 506,434 relating to bank charges.

7. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2014 31 December 2013 30 June 2014 31 December 2013
Tax losses carried forward 2,416,568 407,059 -
-

During the periods ended 30 June 2014 and 31 December 2013, movements in Deferred tax are as follows:

Deferred tax assets Deferred tax liabilities
30 June 2014 31 December 2013 30 June 2014 31 December 2013
Opening balance 407,059 429,213 -
778
Effect in results ( Nota 17):
Tax losses carried forward 2,009,509 12,108 -
-
Others - (34,262) -
(778)
2,416,568 407,059 -
-
Effect in reserves: - - -
-
Closing balance 2,416,568 407,059 -
-

8. CASH AND CASH EQUIVALENTS

As at 30 June 2014 and 31 December 2013 Cash and Cash Equivalents can be detailed as follows:

30 June 2014 31 December 2013
4 1,004
15,784,634 785,247
15,784,638 786,250
- -
15,784,638 786,250

9. SHARE CAPITAL

As at 30 June 2014 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

In 2014, Sonae Capital SGPS, S.A. bought 1,034,500 own shares on the stock market, representing 0.4138% of its share capital, for a total consideration of 404,782.67 euro, and sold 85,212 shares for a total amount of 42,606 euros. As at 30 June 2014, the total of own shares held by the company is 6,068,850, representing 2.428% of its share capital.

10. RESERVES

As at 30 June 2014, and 31 December 2013 the caption Other Reserves can be detailed as follows:

30 June 2014 31 December 2013
Free reserves 159,368,447 153,952,948
Demerger reserve 132,638,252 132,638,252
Own shares reserve 1,486,301 1,124,125
293,493,001 287,715,325

The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 June 2014 the value of this caption is 8,611,464 euro.

11. LOANS

As at 30 June 2014 and 31 December 2013 this caption included the following loans:

30 June 2014 31 December 2013
Current Non Current Current Non Current
Bank Loans
Sonae Capital SGPS - Commercial paper
a)
58,050,000 - 75,000,000 -
Sonae Capital SGPS - Commercial paper
d)
8,250,000 - 8,250,000 -
Sonae Capital SGPS - Commercial paper
b)
- 4,000,000 - 12,650,000
Sonae Capital SGPS - Commercial paper
c)
- 30,000,000 - 30,000,000
Sonae Capital SGPS - Term loan
e)
7,000,000 17,000,000 7,000,000 24,000,000
Sonae Capital SGPS - Commercial paper
g)
3,500,000 6,500,000 - -
Sonae Capital SGPS - Commercial paper
i)
8,000,000 - - -
Up-front fees not yet charged to income statement - (417,631) - (501,771)
84,800,000 57,082,369 90,250,000 66,148,229
Bank overdrafts (Nota 8) - - - -
84,800,000 57,082,369 90,250,000 66,148,229
Bond Loans
Nominal value of bonds Sonae Capital 2011/2016
f)
- 10,000,000 - 10,000,000
Nominal value of bonds Sonae Capital 2014/2019
h)
- 42,500,000 - -
Up-front fees not yet charged to income statement - (542,515) - (735)
- 51,957,485 - 9,999,265
84,800,000 109,039,854 90,250,000 76,147,494
  • a) Commercial Paper Programme issued on 28 March 2008 without subscription guarantee, valid for a period of 10 years, which may be extended at the option of the Company; Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks;
  • b) Commercial Paper Programme issued on 31 March 2011 with subscription guarantee and valid till August 2018 for a period of 5 years. Early repayment can occur under the terms of the Call / Put Option on August 2016. This loan is guaranteed by a mortgage of investment properties;
  • c) Commercial Paper Programme issued on 27 December 2012 with subscription guarantee and valid for a period of 5 years;
  • d) Commercial Paper Programme issued on 31 December 2013 with subscription guarantee and valid for a period of 3 years;
  • e) Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. This loan is guaranteed by a mortgage of investment properties;
  • f) Sonae Capital, SGPS 2011/2016, repayable after 5 years, in one instalment, on 17 January 2016. This bond issue pays interest every six months.
  • g) Commercial Paper Programme issued on 07 May 2014 with subscription guarantee and valid for a period of 3 years. This Programme pays interest every six months.
  • h) Sonae Capital, SGPS 2014/2019, repayable after 5 years, in one instalment, on 28 May 2019. This bond issue pays interest every six months.
  • i) Commercial Paper Programme issued on 17 February 2011 with subscription guarantee, valid for a period of 1 year, automatically renewable for equal periods to a maximum of five years;

The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.

The average interest rate of these bond loans as at 30 June 2014 was 4.227%.

In the event of, upon maturity, any Bank or investor of commercial paper issued is not renewed, the Group has credit lines available to cope with these non renewals.

There are no Derivatives.

12. OTHER CREDITORS

30 June 2014 31 December 2013
7,711,864 18,796,170
1,976 1,912
7,713,840 18,798,082
As at 30 June 2014 and 31 December 2013, these captions were made up as follows:

Loans obtained from group companies bear interest at market rates and are repayable within one year.

13. OTHER CURRENT LIABILITIES

As at 30 June 2014 and 31 December 2013, these captions were made up as follows:

30 June 2014 31 December 2013
Other current liabilities
Taxes payable 135,047 80,830
Accruals:
Staff costs 360,952 235,119
Interest payable 1,147,550 1,101,139
Other accruals 54,751 4,410
Deferred income 654 4,578
1,698,954 1,426,077

14. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2014 and 30 June 2013, External Supplies and Services can be detailed as follows:

30 June 2014 30 June 2013
Operational rents 23,249 18,737
Insurance costs 25,750 22,693
Travelling expenses 12,384 12,373
Services obtained 132,010 401,662
Other services 25,480 11,654
218,874 467,120

15. STAFF COSTS

As at 30 June 2014 and 30 June 2013, Staff Costs are made up as follows:

30 June 2014 30 June 2013
Governing bodies' remunerations 562,016 331,474
Social security contributions 64,682 28,924
Other staff costs 15,075 30,346
641,774 390,745

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 June 2014 and 30 June 2013, Net Financial Expenses and Investment Income can be detailed as follows:

30 June 2014 30 June 2013
Interest payable and similar expenses
Interest arising from:
Bank loans (3,422,320) (3,582,898)
Bonds (416,208) (239,003)
Other (29,032) (54,642)
Other financial expenses (1,370,481) (790,261)
(5,238,040) (4,666,805)
Interest receivable and similar income
Interest income 5,436,458 4,558,961
5,436,458 4,558,961
Net financial expenses 198,418 (107,844)
Reversal of Impairment losses (Note 4.1) 775,169 757,881
Dividends received 14,870,786 12,355,245
Other income - -
Investment income 15,645,955 13,113,126

As at 30 June 2014, the amount of dividends received from affiliated companies was as follows:

SC ASSETS, SGPS, SA 2,184,535
SC, SGPS, SA 11,576,947
SPRED, SGPS, SA 1,109,304
14,870,786

17. TAXATION

As at 30 June 2014 and 30 June 2013, Taxation is made up as follows:

30 June 2014 30 June 2013
Current tax (87,045) (4,162)
Deferred tax 4,545,496 246,000
4,458,451 241,838

18. EARNINGS PER SHARE

Earnings per share for the three months periods ended 30 June 2014 and 2013 were calculated taking into consideration the following amounts:

30 June 2014 30 June 2013
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 19,449,049 12,371,328
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 19,449,049 12,371,328
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 246,190,249 248,046,518
Weighted average number of shares used to calculate
diluted earnings per share 246,190,249 248,046,518
Earnings per share (basic and diluted) 0.079000 0.049875

19. INFORMATION REQUIRED BY LAW

Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December

In the period ended 30 June 2014 shareholders' loan contracts were entered with the companies SC Assets SGPS, SA and SC SGPS, SA.

In the period ended 30 June 2014 short-term loan contracts were entered with the company Spred, SGPS, SA.

As at 30 June 2014 amounts due by affiliated companies can be summarized as follows:

Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 124,471,478
SC Assets, SGPS, SA 43,896,697
168,368,175

As at 30 June 2014 amounts due to affiliated companies can be summarized as follows:

Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 7,711,864
7,711,864

20. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 June 2014.

21. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 31 July 2014.

Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Capital Social 250.000.000 euros Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 CRC Maia (matrícula nº 508 276 756) Portugal www.sonaecapital.pt Pessoa colectiva nº 508 276 756

Limited Review Report Prepared by Auditor Registered with the Securities Market Commission (CMVM) on the Consolidated Half Year Information

(Free translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the consolidated financial information for the six-month period ended June 30, 2014 of Sonae Capital, SGPS, S.A. included in the Management Report, consolidated balance sheet (which shows total assets of Euro 662,483,327 and total shareholders' equity of Euro 306,470,090, including non-controlling interests of Euro 9,069,540 and a net loss of Euro 7,361,621), consolidated income statement by nature, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and the corresponding notes to the accounts.

2 The amounts in the consolidated financial statements, as well as those in the additional financial information, are derived from the respective accounting records.

Responsibilities

3 It is the responsibility of the Board of Directors: (a) to prepare consolidated financial information which present fairly, in all material respects, the financial position of the companies included in the consolidation, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.

4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.

Scope

5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, up-to-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.

6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.

7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.

Conclusions

9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the consolidated financial information for the six-month period ended June 30, 2014 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.

Report on other requirements

10 Based on the work, nothing has come to our attention that leads us to believe that the consolidated financial information included in the Management Report is not consistent with the consolidated financial information for the period.

July 31, 2014

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:

Hermínio António Paulos Afonso, R.O.C.

(This is a translation, not to be signed)

Limited Review Report Prepared by Auditor Registered with the Securities Market Commission (CMVM) on the Individual Half Year Information

(Free translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the financial information for the six-month period ended June 30, 2014 of Sonae Capital, SGPS, S.A. included in the Management Report, balance sheet (which shows total assets of Euro 773.555.158 and total shareholders' equity of Euro 570.067.213, including non-controlling interests of Euro 9,069,540 and a net profit of Euro 19.449.049), income statement by nature, statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and the corresponding notes to the accounts.

2 The amounts in the financial statements, as well as those in the additional financial information, are derived from the respective accounting records.

Responsibilities

3 It is the responsibility of the Board of Directors: (a) to prepare financial information which present fairly, in all material respects, the financial position of the Company, the results and the comprehensive income of their operations, the changes in equity and the cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.

4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.

Scope

5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, up-to-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.

6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.

7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.

Conclusions

9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the financial information for the six-month period ended June 30, 2014 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.

Report on other requirements

10 Based on the work, nothing has come to our attention that leads us to believe that the financial information included in the Management Report is not consistent with the financial information for the period.

July 31, 2014

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:

Hermínio António Paulos Afonso, R.O.C.

(This is a translation, not to be signed)

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