AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Samba Digital SGPS S.A

Annual / Quarterly Financial Statement Aug 24, 2012

6003_ir_2012-08-24_ef997fb3-51bd-4bc8-a16a-93cf2debf111.pdf

Annual / Quarterly Financial Statement

Open in Viewer

Opens in native device viewer

SONAE CAPITAL, SGPS, SA Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 276 756 Sociedade Aberta

REPORT AND ACCOUNTS 30 JUNE 2012

(Translation from the Portuguese Original)

Index

I.
Report
of
the
Board
of
Directors
4
1. Consolidated
Profit and
Loss Statements
5
2. Business
Highlights
6
3. Consolidated
Balance
Sheet
10
4. Individual Financial Statements 11
5. Own Shares 11
- Glossary 12
II.
Appendix
to
the
Report
of
the
Board
of
Directors
13
III. Consolidated
Financial
Statements
18
IV. Individual
Financial
Statements
50
V.
Limited
Review
Report
69

REPORT OF THE BOARD OF DIRECTORS

30 JUNE 2012

Report of the Board of Directors 30 June 2012

  • Sonae Capital's 2Q12 and 1H12 results denote some evident trends:
  • o Focus on the optimization of the operational cost structures across all business units, even more critical in a scenario of repressed consumption and investment;
  • o With the exception of Hotels and Energy, most businesses are facing increased pressure on sales margins driven by tougher market practices, and demanding for new commercial approaches;
  • o Steady growth of the Energy business and pipeline of projects assumes a preponderant role in the reconfiguration of the Group's business portfolio.
Values in 106 euro
1H 2Q
2012 2011 2012 2011
Turnover 51.9 64.0 ‐19% 26.8 33.6 ‐20%
EBITDA ‐3.2 ‐3.3 +3% ‐0.1 0.1
EBIT ‐10.3 ‐7.7 ‐33% ‐3.7 ‐3.1 ‐18%
Net Financial Expenses ‐5.6 ‐5.1 ‐10% ‐2.4 ‐2.8 11%
Results from Associated Undertakings 3.1 2.8 12% 1.2 1.8 ‐36%
Investment Income ‐1.1 22.1 ‐1.1 20.4
Net Profit ‐12.8 12.6 ‐5.9 15.8
30.06.12 31.12.11
Capex 6.1 11.0 ‐45%
Net Debt 273.0 261.1 +5%
  • Current macroeconomic and market settings for Portugal, with overall contraction of volumes and margins and high doses of uncertainty that generically set the tone in the business environment, were inevitably incorporated in the 2012 Group's strategic planning:
  • o The Group's strategic intents are aligned with the objective of releasing cash flow to feed in business areas assumed as strategic – Sonae Turismo and Spred – and attain debt reduction goal;
  • o Non strategic assets and businesses shall continue to be actively marketed and addressed as key cash flow generators;
  • o With the exception of the Energy business, any growth opportunities within Sonae Turismo and Spred will only be viable following a capital light approach.

1. CONSOLIDATED PROFIT AND LOSS STATEMENTS

Values in 103 euro

1H 12 1H 11 ∆ (A/B) 2Q 12 2Q 11 ∆ (C/D)
(A) (B) (C) (D)
Turnover 51,908.1 63,990.4 ‐18.9% 26,807.3 33,551.7 ‐20.1%
Other Operational Income 3,685.4 7,892.8 ‐53.3% 2,256.4 4,332.8 ‐47.9%
Total Operational Income 55,593.5 71,883.2 ‐22.7% 29,063.7 37,884.5 ‐23.3%
Cost of Goods Sold ‐15,955.4 ‐20,084.4 +20.6% ‐8,113.1 ‐10,771.8 +24.7%
Change in Stocks of Finished Goods ‐1,893.2 ‐1,005.4 ‐88.3% ‐919.1 ‐491.2 ‐87.1%
External Supplies and Services ‐20,937.9 ‐28,252.7 +25.9% ‐10,656.1 ‐14,846.9 +28.2%
Staff Costs ‐18,421.4 ‐20,425.9 +9.8% ‐8,609.6 ‐10,026.2 +14.1%
Other Operational Expenses ‐1,340.4 ‐3,081.0 +56.5% ‐777.0 ‐1,416.6 +45.2%
Total Operational Expenses ‐58,548.4 ‐72,849.3 +19.6% ‐29,074.8 ‐37,552.8 +22.6%
EBITDA ‐3,167.3 ‐3,268.1 +3.1% ‐75.5 94.5
Amortisation and Depreciation ‐7,175.7 ‐6,652.8 ‐7.9% ‐3,609.0 ‐3,372.4 ‐7.0%
Provisions and Impairment Losses ‐126.9 ‐75.3 ‐68.4% ‐34.5 ‐62.2 +44.6%
Operational Profit/(Loss) (EBIT) ‐10,257.5 ‐7,694.3 ‐33.3% ‐3,654.5 ‐3,102.9 ‐17.8%
Net Financial Expenses ‐5,623.4 ‐5,120.8 ‐9.8% ‐2,444.3 ‐2,758.9 +11.4%
Share of Results of Associated Undertakings 3,076.3 2,750.9 +11.8% 1,184.2 1,839.6 ‐35.6%
Investment Income ‐1,080.8 22,102.8 ‐1,083.1 20,409.5
Profit before Taxation ‐13,885.4 12,038.6 ‐5,997.7 16,387.3
Taxation 1,090.3 538.1 >100% 108.4 ‐560.5
Net Profit ‐12,795.1 12,576.8 ‐5,889.3 15,826.8
Attributable to Equity Holders of Sonae Capital ‐12,450.5 12,202.6 ‐5,826.6 15,432.3
Attributable to Non‐Controlling Interests ‐344.7 374.1 ‐62.8 394.5

Turnover performance in the second quarter of the year did not differ substantially from that in the first quarter, evidencing a 20.1% decrease over the same period last year to 26.8 million euro, on the back of the still recessive stage of the economic cycle and its effects on consumption and investment. Turnover in the half year reached 51.9 million euro, 19% down on the 64.0 million euro in the first half of 2011.

Operational EBITDA amounted to negative 3.2 million euro in the first half of the year (negative 3.3 million euro in the first half of 2011) and was marginally negative in the second quarter of the year, being positively impacted by the decrease in operational expenses, 18% in the half year and 22% in the second quarter, on a like for like basis (i.e. excluding the impact of 2011 non‐recurrent costs related with judicial claims which had been fully impaired and had a negative effect on 2011 comparable periods EBITDA).

Amortization and depreciation increased around 8% in the half year, to 7.2 million euro, driven by the increase of the fixed assets base following investments made in the last 12 months.

Net financial expenses increased 10% in the half year, to 5.6 million euro, reflecting the higher cost of debt, as a result of higher average spread, although second quarter's net financial expenses remained below the comparable period's figure mostly due to lower average debt level.

Share of results of associated undertakings increased 0.3 million euro to 3.1 million euro, mostly led by Norscut, which delivered a 2.1 million euro contribution.

Net profit for the half year was negative 12.8 million euro, 25.4 million euro down on first half 2011 net profit which included 20.3 million euro from the sale of the shareholding in TP.

2. BUSINESS HIGHLIGHTS

2.1. SONAE TURISMO

Values in 103 euro

Contributions to Consolidated Turnover
1H 12 1H 11  2Q 12 2Q 11 
Resorts 5.0 5.8 ‐13.5% 2.8 2.8 ‐2.0%
Resort Development 2.7 3.0 ‐10.7% 1.3 0.9 +38.2%
Resort Management (Golf, Marina and Market) 0.7 0.8 ‐11.9% 0.5 0.6 ‐20.1%
Atlantic Ferries 1.6 2.0 ‐18.2% 1.0 1.3 ‐22.3%
Hotels 5.3 6.3 ‐16.7% 3.2 3.9 ‐18.6%
Fitness 6.4 8.7 ‐26.0% 3.2 4.2 ‐24.6%
Other Sonae Turismo 0.0 0.0 >100% 0.0 0.0 >100%
Sonae Turismo's contribution 16.7 20.8 ‐19.6% 9.2 11.0 ‐16.5%
Contributions to Consolidated EBITDA
1H 12 1H 11  2Q 12 2Q 11 
Resorts ‐2.3 ‐3.7 +37.9% ‐1.0 ‐0.9 ‐14.7%
Resort Development ‐1.4 ‐3.1 +54.0% ‐0.8 ‐0.8 +6.6%
Resort Management (Golf, Marina and Market) ‐0.4 ‐0.5 +7.2% ‐0.2 ‐0.2 +30.9%
Atlantic Ferries ‐0.4 ‐0.1 <‐100% 0.0 0.2
Hotels ‐1.9 ‐2.9 +34.5% ‐0.5 ‐1.0 +50.6%
Fitness
Other Sonae Turismo
‐0.6
0.4
0.7
0.3

+59.4%
‐0.2
0.3
0.2
‐0.1

With the exception of real estate sales at troiaresort (which grew 0.4 million euro in the second quarter of the year), Sonae Turismo's top line did not evidence any improvement in the quarter over last year's comparable following persistent pressures on available income and the corresponding effects in consumption. Quarterly turnover reached 9.2 million euro in the quarter, a 1.8 million euro decrease, and 16.7 million euro in the half year, down 4.1 million euro. Nevertheless, EBITDA performed better than last year and last quarter results reflect the impacts of the cost optimization process underway.

Fitness remained as the major contributor to the sub‐holding's turnover decrease, with a 2.3 million euro drop in contribution to 6.4 million euro, mostly explained by lower new membership contracts (cancellations remained below last year's first half figures and average revenue per member was in line with 2011 comparable). EBITDA remained 1.2 million euro below the first half of 2011, at negative 0.6 million euro.

Looking forward, in Fitness, efforts will remain mostly placed on the cost side, optimizing existing structures to face sharp decline in demand and recover past profitability levels.

In Hotels, lower activity levels and focus on efficiency improvement have been driving cost optimization at the business level, which has been particularly visible in Aqualuz Tróia (which improved 0.9 million euro in EBITDA to negative 1.2 million euro, despite of a 0.2 million euro decrease in turnover) and in Porto Palácio (which had a positive 3% EBITDA margin in the half year, improving from ‐1% in the first half of 2011).

According to its strategic roadmap, Hotel management team will proceed with the optimization of the cost structure in the existing units which is already underway.

Although no significant recovery in tourism real estate market was foreseen in the first half of the year, until 30 June 2012, 6 sales deeds were signed at troiaresort (which include 2 exchanges of residential units, 2 units with an underlying PPA signed and 2 direct sales deeds), compared to same number but lower average sales price in the first half of 2011. In addition to these units, 2 Try before Buy contracts (rental contracts with embedded call option) were signed in the period. In Resort Development, and to fight tourism real estate crisis effects, a new marketing plan has been designed and is currently being implemented. New sales formats and distribution channels are emerging for troiaresort assets, with a clearer market positioning and fit to new market demand.

Contributions to Consolidated Turnover
1H 12 1H 11  2Q 12 2Q 11 
Sistavac Group 23.9 34.0 ‐29.6% 12.1 18.4 ‐34.1%
Energy and Environment 6.0 2.8 >100% 3.0 1.5 >100%
Other Spred 4.1 2.6 +56.6% 1.9 1.3 +51.2%
Spred's contribution 34.0 39.4 ‐13.7% 17.0 21.1 ‐19.3%
Contributions to Consolidated EBITDA

1H 12
1H 11
2Q 12
2Q 11
Sistavac Group 0.0 2.6 ‐99.6% 0.3 1.8 ‐82.5%
Energy and Environment 1.5 0.6 >100% 0.9 0.3 >100%
0.2 0.1 >100%
Other Spred 0.0 0.1

2.2. SPRED

Spred's profitability profile has shifted in the last months, signaling the Group's investment in the Energy business, which has been growing its importance and partly offsetting the decrease in

Values in 103 euro

Sistavac Group's results. Major businesses are still performing differently regarding turnover and EBITDA, evidencing different exposure levels to current market constraints.

Turnover for the half year amounted to 34.0 million euro, down 14% due to Sistavac's lower contribution, and EBITDA was positive 1.5 million euro, with Sistavac inverting last quarters' negative trend and evidencing a positive 0.3 million euro contribution to EBITDA.

Sistavac's Portuguese operations did not recover in the second quarter of the year, in either the refrigeration or HVAC segments, contributing to the 30% decrease in turnover in the half year, to 23.9 million euro, and 2.6 million euro decrease in EBITDA to close to zero figure. In Spain, turnover and EBITDA performance have been in accordance with the negative economic outlooks and increased competitive pressures in the market. Turnover decreased 1.0 million euro to 1.9 million euro and EBITDA was negative 0.2 million euro, a 0.2 million euro decrease. In Brazil, turnover increased 0.3 million euro to 1.4 million euro, following contracts signed with new customers, and EBITDA was still negative at 0.1 million euro, remaining roughly in line with the comparable period in 2011. In the second quarter of the year, traditionally more favorable, some recovery of first half deviations is expected to happen, although negative deviations towards last year figures should continue.

To overcome stagnant demand and market saturation in the Portuguese market regarding new refrigeration and HVAC projects, the development of the Maintenance business complemented with the expected impacts from an internal restructuring project which aims to adjust Sistavac cost structure to the new market conditions and size, are expected to drive Sistavac's performance in Portugal. As for growth, Sistavac's strategy is based on international expansion with, in the medium term, international operations leading growth and prevailing over domestic operations in what regards turnover and cash flow generation.

The Colombo cogeneration facility continued to explain the Energy and Environment increased contributions, up 3.2 and 0,9 million euro, to 6.0 million euro turnover and positive 1.5 million euro EBITDA, respectively. The Energy business has been growing its asset base and sustaining Spred's profitability over the recessive stage of the economic cycle.

In the second half of the year a new cogeneration facility should start operations and a photovoltaic project is already underway.

Looking forward, this business area will pursue the development of a relevant portfolio of energy production facilities, based on renewable sources, individual units of small/medium size and technological dispersion, positioning itself in specific market niches. International replica of the domestic growth model will be assessed once it delivers the desired success rates in Portugal, thus leading to geographical risk dispersion.

2.3. OTHERS

SC Assets 1.1 3.6 ‐69.7% 0.6 1.3 ‐56.6% Holding and Others 0.0 0.1 ‐67.1% 0.0 0.1 ‐99.2% Others' contribution 1.1 3.7 ‐69.6% 0.6 1.4 ‐59.8% SC Assets 0.3 ‐0.2 ‐ 0.1 0.0 >100% Holding and Others ‐0.6 ‐0.7 +6.6% ‐0.2 ‐0.4 +58.6% Others' contribution ‐0.3 ‐0.9 +62.9% ‐0.1 ‐0.4 +79.9% 2Q 12 2Q 11 Contributions to Consolidated EBITDA 1H 12 1H 11 1H 11 2Q 12 2Q 11 Contributions to Consolidated Turnover 1H 12

SC Assets turnover performance was inevitably impacted by lower sales of real estate assets in the first half of the year.

The high diversity of non‐strategic real estate assets comprised in SC Assets, together with real estate market prospects for assets with such characteristics, led to the strategic option of discontinuing real estate asset management as a business unit. As a consequence, Sonae Capital Group will no longer develop the segment of property ownership and real estate development and management, focusing SC Assets in monetizing non‐core real estate assets, ensuring the optimal balance between the assets' value optimization and timeliness of sale, with the objective of delivering cash flow needed for the development of the Group's strategic businesses (namely Energy) and contribute to the reduction of debt levels.

2.4. GROUP'S PORTFOLIO

Summing up, under the new strategic approach the business portfolio was reconfigured and internal restructuring was made to ensure that focused and professional management teams are allocated to each one of the businesses. The recently appointed CFO will continue to ensure that liquidity management and debt reduction goal is on center of the Group's concerns.

Following the internal review, the Group has identified two strategic branches of business, Sonae Turismo and Spred, and a set of non‐strategic assets, and in that sense available for sale, including SC Assets property, the participation units in the Imosede Fund, the shareholdings in Norscut (motorway concession) and health care business.

Investment in the medium term will be mostly explained by the Energy business. This business's steady cash flow generation profile and exposure to an economic cycle distinct from that affecting other Group's businesses, make it critical to the balance of Sonae Capital's portfolio.

As for the other business segments, in the current scenario, any growth options shall only be addressed following a capital light strategy.

Values in 103 euro

3. CONSOLIDATED BALANCE SHEET

Values in 103 euro

30.06.2012 31.12.2011
Tangible and Intangible Assets 242,403.4 243,567.0 ‐0.5%
Goodwill 61,028.5 61,028.5 0.0%
Non Current Investments 64,388.8 61,075.6 +5.4%
Other Non Current Assets 49,203.3 45,384.1 +8.4%
Stocks 207,705.7 209,213.3 ‐0.7%
Trade Debtors and Other Current Assets 44,027.4 49,581.6 ‐11.2%
Cash and Cash Equivalents 4,019.1 3,980.6 +1.0%
Total Assets 672,776.1 673,830.8 ‐0.2%
Total Equity attributable to Equity Holders of Sonae
Capital 316,025.2 327,628.9 ‐3.5%
Total Equity attributable to Non Controlling
Interests 8,877.2 9,241.8 ‐3.9%
Total Equity 324,902.4 336,870.7 ‐3.6%
Non Current Borrowings 164,505.5 182,564.9 ‐9.9%
Deferred Tax Liabilities 11,688.7 11,535.4 +1.3%
Other Non Current Liabilities 10,051.3 10,341.5 ‐2.8%
Non Current Liabilities 186,245.6 204,441.7 ‐8.9%
Current Borrowings 112,473.9 82,557.5 +36.2%
Trade Creditors and Other Current Liabilities 49,154.1 49,960.9 ‐1.6%
Current Liabilities 161,628.1 132,518.3 +22.0%
Total Liabilities 347,873.7 336,960.1 +3.2%
Total Equity and Liabilities 672,776.1 673,830.8 ‐0.2%

Capex amounted to 6.1 million euro in the half year, 3.6 million euro of which attributable to the Energy business (2.4 million euro for a new cogeneration facility, expected to start operations in the second half of 2012, and 1.2 million euro regarding equipment for a new photovoltaic project). Fitness explained 1.1 million euro capex, comprising the renewal of the Fitness equipment and units under the rebranding of Solinca. Other contributions, minor in value, mostly regard maintenance capex.

Net debt reached 273.0 million euro at the end of the first half of 2012, compared to 261.1 million euro as at 31 December 2011. In the first half of the year, operational free cash flow remained positive at 1.0 million euro. Gearing as at 30 June 2012 was 84.0% (77.5% in 31 December 2011).

$\mathbf{4}$ INDIVIDUAL FINANCIAL STATEMENTS

Sonae Capital, SGPS, SA, the holding company of the Group, posted a 813,827 euro net income, compared with 58,887 euro in the first half of the previous year. First half 2012 results include 382,921 euro from investment income arising from dividends paid by an associated company and evidence a 316,346 euro decrease in staff costs compared to the first half of 2011.

5. OWN SHARES

As a consequence of Sonae Capital's share performance on the Portuguese Stock Exchange, and in accordance with the approval given at the last Shareholders' General Meeting, Sonae Capital acquired, from 2 January to 20 June 2012, 270,600 own shares on NYSE Euronext Lisbon stock exchange market, at an average transaction price of 0.231 euro. After these transactions, as at 30 June 2012, Sonae Capital held 422,200 own shares representing circa 0.169% of its share capital.

Maia. 21 August 2012

Glossary

  • Capex = Investment in Tangible and Intangible Assets.
  • Gearing = Net Debt / Equity.
  • Net Debt = Non Current Loans + Current Loans Cash and Cash Equivalents Current Investments.
  • EBITDA = Operational Profit (EBIT) + Amortisation and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Cost of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income).

APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS 30 JUNE 2012

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, where appropriate, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2012 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, 21 August 2012

Belmiro Mendes de Azevedo Francisco de La Fuente Sánchez Chairman of the Board of Directors Member of the Board of Directors

Member of the Board of Directors Member of the Board of Directors

Maria Cláudia Teixeira de Azevedo Member of the Board of Directors

Álvaro Carmona e Costa Portela Paulo José Jubilado Soares de Pinho

Sonae Capital, SGPS, SA Report and Accounts 14

30 June 2012

GOVERNING BODIES (Article 447 of the Portuguese Companies Act and nr.6 of Article 14 of CMVM Regulation nr. 5/2008)

Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during the first half involving shares and other securities:

Purchases Sales
Date Quantity Aver. Price € Quantity Aver. Price € 30.06.2012
Quantity
Belmiro Mendes de Azevedo
Attributable through Efanor Investimentos, SGPS, SA () () () (***)
27‐Mar‐12 16,600,000 0,215 16,600,000 0,215 156,504,947
Álvaro Carmona e Costa Portela (c)
Directly owned
Attributable through Sonae, SGPS, SA () (***)
27‐Mar‐12 16,600,000 0,215 3,242
0
Maria Cláudia Teixeira de Azevedo
Attributable through Efanor Investimentos, SGPS, SA () () (***)
27‐Mar‐12 16,600,000 0,215 16,600,000 0,215 156,504,947
Paulo José Jubilado Soares de Pinho (d)
Directly owned
Attributable through Change Partners, SCR, SA (**)
12,650
8,125

(*) Majori ty s ha reholder.

(**) Member of the Board of Directors.

(***) Includes 837,000 s ha res di rectly owned (1,862 of which by the spouse).

(****) Includes 43,912 s ha res owned by Linhacom, SGPS, SA, company where Ma ria Cláudia Teixei ra de Azevedo i s majori ty sha reholder and member of the Boa rd of Di rectors.

(*****) Reported transa ctions rega rd the sale of Sonae Ca pi tal's sha res by Sonae SGPS to Pa reuro BV.

APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS AS AT 30 JUNE 2012 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 30.06.2012

Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA 88,859,200 Pareuro, BV 2,000,000

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

(1) Around 99.99% of shares representing the share capital and voting rights of Efanor Investimentos, SGPS, SA are held by Belmiro Mendes de Azevedo.

QUALIFIED SHAREHOLDINGS

As required by number 1, c) of article 9 of CMVM Regulation Nr. 05/2008, the following shareholders held more than 2% of the company's share capital, as at 30 June 2012:

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. (controled 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%
Through descendents of Nuno Miguel Teixeira de Azevedo (Member of the Board of
Directors of Efanor)
1,312 0.001% 0.001%
Total attributable 156,504,947 62.602% 62.602%
CAIXA GEST ‐ Técnicas de Gestão de Fundos, SA
Through Fundo CXG ACC Portugal (controlled by Caixa Gest) 3,566,421 1.427% 1.427%
Through Fundo CXG PPA (controlled by Caixa Gest) 1,438,218 0.575% 0.575%
Total attributable 5,004,639 2.002% 2.002%
Mohnish Pabrai
Through Pabrai Investment Fund II, L.P. (controlled by Mohnish Pabrai) 3,957,000 1.583% 1.583%
Through Pabrai Investment Fund 3, L.P. (controlled by Mohnish Pabrai) 5,624,000 2.250% 2.250%
Through Pabrai Investment Fund IV, L.P. (controlled by Mohnish Pabrai ) 7,422,315 2.969% 2.969%
Through Dalal Street, L.L.C. (controlled by Mohnish Pabrai) 28,000 0.011% 0.011%
Through Dakshana Foundation (controlled by Mohnish Pabrai ) 132,625 0.053% 0.053%
Through Harina Kapoor (spouse of Mohnish Pabrai) 2,500 0.001% 0.001%
Total attributable 17,166,440 6.867% 6.867%

(1) Around 99.99% of shares representing the share capital and voting rights of Efanor Investimentos, SGPS, SA are held by Belmiro Mendes de Azevedo.

CONSOLIDATED FINANCIAL STATEMENTS

30 JUNE 2012

SONAE CAPITAL, SGPS, SA CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2012 AND 31 DECEMBER 2011

(Amounts expressed in euro)

ASSETS Notes 30.06.2012 31.12.2011
NON-CURRENT ASSETS:
Tangible assets 7 235,012,003 236,088,219
Intangible assets 7 7,391,368 7,478,779
Goodwill 8 61,028,512 61,028,512
Investments in associated companies 5 63,373,401 60,060,236
Other investments 6 and 9 1,015,381 1,015,381
Deferred tax assets 13 26,428,445 23,563,437
Other non-current assets 10 22,774,834 21,820,629
Total non-current assets 417,023,944 411,055,193
CURRENT ASSETS:
Stocks 11 207,705,735 209,213,344
Trade account receivables and other current assets 12 44,027,353 49,581,611
Cash and cash equivalents 14
4,019,065 3,980,640
Total Current Assets 255,752,153 262,775,595
TOTAL ASSETS 672,776,097 673,830,788
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares (99,071) (36,143)
Reserves and retained earnings 78,574,763 74,670,814
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital (12,450,477) 2,994,272
Equity attributable to the equity holders of Sonae Capital 316,025,215 327,628,943
Equity attributable to non-controlling interests 16 8,877,224 9,241,777
TOTAL EQUITY 324,902,439 336,870,720
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans
17 164,505,541 182,564,884
Other non-current liabilities 19
6,971,520 7,155,507
Deferred tax liabilities 13 11,688,691 11,535,355
Provisions 22 3,079,824 3,185,974
Total Non-Current Liabilities 186,245,576 204,441,720
CURRENT LIABILITIES:
Loans 17 112,473,937 82,557,493
Trade creditors and other current liabilities 21 48,138,355 48,905,639
Provisions 22 1,015,790 1,055,216
Total Current Liabilities 161,628,082 132,518,348
TOTAL LIABILITIES 347,873,658 336,960,068
TOTAL EQUITY AND LIABILITIES 672,776,097 673,830,788

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

Notes 30.06.2012 30.06.2011
Sales 23,700,417 34,512,244
Services rendered 28,207,696 29,478,157
Other operating income 3,685,390 7,892,751
Cost of sales (15,955,446) (20,084,357)
Changes in stocks of finished goods and work in progress (1,893,209) (1,005,390)
External supplies and services (20,937,930) (28,252,745)
Staff costs (18,421,420) (20,425,887)
Depreciation and amortization (7,175,672) (6,652,769)
Provisions and impairment losses (126,910) (75,347)
Other operating expenses (1,340,437) (3,080,970)
Operational profit/(loss) (10,257,521) (7,694,313)
Financial Expenses (6,498,152) (5,772,635)
Financial Income 874,677 651,809
Profit/(Loss) in associated undertakings 5 3,076,303 2,750,918
Investment income (1,080,763) 22,102,836
Profit/(Loss) before taxation (13,885,456) 12,038,615
Taxation 25 1,090,274 538,144
Profit/(Loss) for the year 26 (12,795,182) 12,576,759
Attributable to:
Equity holders of Sonae Capital (12,450,477) 12,202,648
Non-controlling interests 16 (344,705) 374,111
Profit/(Loss) per share
Basic 27 (0.049882) 0.048811
Diluted 27 (0.049882) 0.048811

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2012 AND 2011

(Amounts expressed in euro)

Notes 2nd Quarter 12 1 2nd Quarter 11 1
Sales 12,073,927 17,542,509
Services rendered 14,733,382 16,009,200
Other operating income 2,256,438 4,332,798
Cost of sales (8,113,136) (10,771,775)
Changes in stocks of finished goods and work in progress (919,069) (491,179)
External supplies and services (10,656,057) (14,846,917)
Staff costs (8,609,558) (10,026,239)
Depreciation and amortization (3,608,985) (3,372,386)
Provisions and impairment losses (34,487) (62,245)
Other operating expenses (776,981) (1,416,648)
Operational profit/(loss) (3,654,526) (3,102,882)
Financial Expenses (2,846,763) (3,120,681)
Financial Income 402,390 361,761
Profit/(Loss) in associated undertakings 5 1,184,243 1,839,615
Investment income (1,083,110) 20,409,511
Profit/(Loss) before taxation (5,997,766) 16,387,324
Taxation 25 108,395 (560,511)
Profit/(Loss) for the year 26 (5,889,371) 15,826,813
Attributable to:
Equity holders of Sonae Capital (5,826,596) 15,432,286
Non-controlling interests 16 (62,775) 394,527
Profit/(Loss) per share
Basic 27 (0.023346) 0.061729
Diluted 27 (0.023346) 0.061729

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

30.06.2012 30.06.2011
(12,795,182) 12,576,759
1,193,096 (21,851)
41,262 2,594,296
- -
(353,147) 545,767
881,211 3,118,212
(11,913,971) 15,694,971
(11,549,418)
(364,553)
15,319,633
375,338

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2012 AND 2011

(Amounts expressed in euro)

2nd Quarter 12 1 2nd Quarter 11 1
Consolidated net profit/(loss) for the period (5,889,371) 15,826,813
Changes in the currency translation differences 1,201,884 18,730
Share of other comprehensive income of associates and
joint ventures accounted for by the equity method (Note 5)
511,923 1,997,066
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives (53,468) (369,999)
Other comprehensive income for the period 1,660,339 1,645,797
Total comprehensive income for the period (4,229,032) 17,472,610
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(4,148,448)
(80,584)
17,078,736
393,874

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in Euro)

Attr
ibut
able
Equ
ity H
olde
f So
Ca
pita
l
to
rs o
nae
Sha
re
Cap
ital
Ow
n
Sha
res
Dem
erg
er
Res
erve
(No
te 1
6)
Tra
nsla
tion
Res
erve
s
Fair
Va
lue
Res
erve
s
Hed
ging
Res
erve
s
Oth
er
Res
erve
s
and
Ret
aine
d
Ear
ning
s
Sub
tot
al
Net
Pro
fit/(
Los
s)
Tot
al
Non
- Con
trol
ling
Inte
rest
s
Tot
al E
quit
y
Bal
1 Ja
ry 2
011
at
anc
e as
nua
250
,000
,000
- 132
,638
,253
(1,1
29,3
94)
- (85
4,8
80)
(49
,318
,776
)
81,3
35,2
03
(4,4
20,4
29)
326
,914
,774
12,4
54,7
96
339
,369
,570
for
Tot
al c
olid
ated
hen
sive
inc
the
riod
ons
com
pre
ome
pe
- - - (15
)
,296
- 537
,985
2,5
94,2
96
3,1
16,9
85
12,2
02,6
48
15,3
19,6
33
375
,338
15,6
94,9
71
App
riati
f pr
ofit
of 2
010
rop
on o
Tra
nsfe
r to
lega
l res
d re
tain
ed e
ings
erve
s an
arn
Cha
s in
the
e of
ital
held
in a
ffilia
ted
ies
tag
nge
pe
rcen
cap
com
pan
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,4
20,4
29)
(1,5
96,4
25)
3,24
8
(4,4
20,4
29)
(1,5
96,4
25)
3,24
8
4,42
0,42
9
-
-
-
(1,5
96,4
25)
3,24
8
-
(4,1
03,2
73)
(1,8
60)
-
(5,6
99,6
98)
1,38
8
Bal
30 J
at
20
11
anc
e as
une
250
,000
,000
- 132
,638
,253
(1,1
)
44,
690
- (31
5)
6,89
(52
)
,738
,086
78,4
38,5
82
12,2
02,6
48
340
,641
,230
8,72
5,00
1
349
,366
,23
1
Bal
1 Ja
at
ry 2
012
anc
e as
nua
Tot
al c
olid
ated
hen
sive
inc
for
the
riod
250
,000
,000
(36
)
,143
132
,638
,253
(1,1
02)
79,5
1
- (1,7
80)
37,9
(55
)
,049
,957
62
74,6
70,8
14
901
2,9
94,2
72
327
,628
,943
9,24
1,77
7
336
,870
,720
ons
com
pre
ome
pe
- - - 1,20
6,03
- (34
4)
6,23
41,2 ,059 (12
)
,450
,477
(11
)
,549
,418
(36
3)
4,55
(11
1)
,913
,97
App
riati
f pr
ofit
of 2
011
rop
on o
Tra
nsfe
lega
l res
d re
tain
ed e
ings
r to
erve
s an
arn
Acq
uisi
tion
of
sha
own
res
Cha
s in
the
e of
ital
held
in a
ffilia
ted
ies
tag
nge
pe
rcen
cap
com
pan
Oth
han
er c
ges
-
-
-
-
-
(62
,928
)
-
-
-
-
-
-
-
-
-
309
,716
-
-
-
-
-
-
-
-
2,9
94,2
72
-
-
(30
8)
1,09
2,9
94,2
72
-
-
8,6
18
(2,9
94,2
72)
-
-
-
-
(62
,928
)
-
8,6
18
-
-
-
-
-
(62
,928
)
-
8,6
18
Bal
30 J
20
12
at
anc
e as
une
250
,000
,000
(99
,07
1)
132
,638
,253
336
,245
- (2,0
84,2
14)
(52
,315
,52
1)
78,5
74,7
63
(12
,450
,477
)
316
,025
,215
8,87
7,22
4
324
,902
,439

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 2012 AND 2011

(Amounts expressed in Euro)

2nd Quarter 12 1
Notes
30.06.2012
30.06.2011
2nd Quarter 11 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors
52,418,213
70,638,901
24,190,921
31,475,429
Cash receipts from trade creditors
(33,132,608)
(48,864,713)
(13,893,472)
(20,001,993)
Cash paid to employees
(18,719,120)
(19,812,602)
(9,989,555)
(10,779,971)
Cash flow generated by operations
566,485
1,961,586
307,894
693,465
Income taxes (paid) / received
(467,785)
(1,611,667)
(313,117)
(646,017)
Other cash receipts and (payments) relating to operating activities
935,198
(2,496,822)
(557,227)
(1,951,032)
Net cash flow from operating activities (1)
1,033,898
(2,146,903)
(562,450)
(1,903,584)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments
19,485
40,910,953
-
38,410,953
Tangible assets
168,570
635,984
163,063
332,597
Interest and similar income
130,543
214,969
32,540
145,432
Loans granted
-
96,856
-
-
465,985
42,008,264
342,990
39,038,484
Cash Payments arising from:
Investments
(264,718)
(6,027,865)
(264,718)
(23,721)
Tangible assets
(5,936,261)
(7,123,615)
(3,235,749)
(3,800,769)
Intangible assets
(12,176)
(396,797)
1,034
(374,562)
Loans granted
-
-
3,600
3,250,000
(6,213,155)
(13,548,277)
(3,495,833)
(949,052)
Net cash used in investment activities (2)
(5,747,170)
28,459,987
(3,152,843)
38,089,432
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained
33,603,424
48,979,969
12,249,861
34,616,106
33,603,424
48,979,969
12,249,861
34,616,106
Cash Payments arising from:
Loans obtained
(21,929,669)
(70,362,507)
(5,287,959)
(69,045,474)
Interest and similar charges
(6,601,948)
(5,441,259)
(1,711,587)
(3,148,542)
Purchase of own shares
(62,927)
-
(8,011)
-
(28,594,544)
(75,803,766)
(7,007,557)
(72,194,016)
Net cash used in financing activities (3)
5,008,880
(26,823,797)
5,242,304
(37,577,910)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)
295,608
(510,713)
1,527,011
(1,392,062)
Effect of foreign exchange rate
(15,712)
(2,397)
(36,950)
(2,488)
Cash and cash equivalents at the beginning of the period
14
2,986,070
2,497,210
1,733,429
3,378,468
Cash and cash equivalents at the end of the period
14
3,297,390
1,988,894
3,297,390
1,988,894

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 2012

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

(Amounts express 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 4 to 6 ("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.

Following the strategic review process whic took place in the first half of 2012, two distinct and autonomous business areas, were identified as strategic:

  • The first , headed by Sonae Turismo, SGPS, SA, 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;
  • The second business area, headed by Spred, SGPS, SA, includes businesses in three segments: refrigeration, HVAC and maintenance; Energy and Environment businesses (energy services in the areas of cogeneration, solar thermal and photovoltaic) and management of a financial portfolio in an investment basis.

As a result of the strategic review carried out, the management of real estate properties as autonomous business area was discontinued, thereby ceasing the development of the business segment comprising the ownership, development and management of real state.

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2011.

Basis of preparation

Interim financial statements are 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

During the period ended 30 June 2012 there were no changes in accounting policies compared with those disclosed as at 31 December 2011.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

As 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 2012 and 31 December 2011, are as follows:

Percentage of capital held
30 June 2012 31 December 2011
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%
Casa da Ribeira - Hotelaria e Turismo, SA a) Marco de
Canaveses
100.00% 100.00% 100.00% 100.00%
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 80.00% 80.00% 80.00% 80.00%
1) Fundo Especial de Investimento Imobiliário
Fechado WTC
a) Maia 99.84% 99.84% 99.84% 99.84%
Golf Time - Golfe e Inv.Turisticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Imoareia Investimentos Turísticos,SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Imoferro-Soc.Imobiliária, SA a) Maia 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%
Investalentejo, SGPS, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marimo-Exploração Hoteleira 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%
Marina Magic -Exploração de Centros Lúd, SA a) Lisbon 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%
Modus Faciendi – Gestão e Serviços, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SII - Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Sete e Meio-Investimentos e Consultadoria,SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Solinca - Health & Fitness, SA a) Lisbon 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%
Soltroia-Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Sonae Turismo - SGPS, SA a) Porto 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%
1) World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC Assets
Bloco Q-Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Bloco W-Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 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%
Country Club da Maia-Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Espimaia, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
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%
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%
Porturbe-Edificios e Urbanizações, 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 – Serviços, 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%
Sete e Meio Herdades - Investimentos Agrícolas
e Turismo, SA
a) Grândola 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) Porto 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) Porto 100.00% 100.00% 100.00% 100.00%
Spred
Contacto Concessões, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cronosaúde – Gestão Hospitalar, SA a) Porto 100.00% 50.00% 100.00% 50.00%
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Edifícios Saudáveis Consultores - Ambiente e
Energia em Edifícios, SA
a) Porto 100.00% 100.00% 100.00% 100.00%
Friengineering, SA a) São Paulo (Brazil) 100.00% 70.00% 100.00% 70.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum-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%
Invesaude – Gestão Hospitalar, SA a) Maia 100.00% 50.00% 100.00% 50.00%
Martimope - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
PJP - Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Saúde Atlântica - Gestão Hospitalar, SA a) Maia 50.00% 50.00% 50.00% 50.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Porto 100.00% 100.00% 100.00% 100.00%
2) Sistavac, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Sistavac, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
SKK Distribucion de Refrigeración, S.R.L. a) Spain 100.00% 70.00% 100.00% 70.00%
SKK-Central de Distr., SA a) Porto 100.00% 70.00% 100.00% 70.00%
SKKFOR - Ser.For.e Desen. de Recursos, SA a) Maia 100.00% 70.00% 100.00% 70.00%
Société de Tranchage Isoroy SAS a) Honfleur (France) 100.00% 100.00% 100.00% 100.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 70.00%
Spinarq–Engenharia, Energia e Ambiente,SA a) Luanda (Angola) 99.90% 99.90% 99.90% 99.90%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Others
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
3) Rochester Real Estate, Ltd a) Kent (U.K.) 100.00% 100.00% 100.00% 100.00%
SC – Sociedade de Consultadoria, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC-SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC Finance, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights

1) Company included in the SC Assets segment in 2011

2) Ex-Selfrio, SGPS, S.A.

3) Company dissolved in the period

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 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 June 2012
31 December 2011
Book Value
Company Head Office Direct Total Direct Total 30 June
2012
31 December
2011
Tourism and SC Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 851,591 860,217
1) Sociedade de Construções do
Chile, SA
Maia 100.00% 50.00% 100.00% 50.00% - -
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 45.45% 45.45% 45.45% 45.45% 58,962,346 57,713,465
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% - -
Spred
Lidergraf - Artes Gráficas, Lda Vila do
Conde
24.50% 24.50% 24.50% 24.50% 331,363 400,936
Norscut - Concessionária de Scut
Interior Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00% 3,204,101 1,061,618
Operscut - Operação e
Manutenção de Auto-estradas,
SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Total 63.373.401 60,060,236

1) Null investment values result from the adoption of the equity method in Andar - Sociedade Imobiliária, SA, holder of all of these investments.

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 2012 and 31 December 2011, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:

30 June 2012 31 December 2011
Total Assets 811,540,095 815,672,321
Total Liabilities 626,586,301 639,016,620
Income 66,012,366 124,980,188
Expenses 57,216,069 114,912,419

During the periods ended 30 June 2012 and 31 December 2011, movements in investments and associated companies may be summarized as follows:

30 June 2012 30 June 2011
Opening balance as at 1 January 60,092,179 72,410,209
Acquisitions in the period 195,600 172,712
Disposals in the period - (17,557,623)
Equity method 3,117,565 5,345,214
Closing balance as at 30 June 63,405,344 60,370,512
Accumulated impairment losses (Note 22) (31,943) (31,943)
63,373,401 60,338,569

The use of the equity method had the following impacts: 3,076,303 euro recorded in share of results of associated undertakings (2,750,918 euro at 30 June 2011) and 41,262 euro in changes in reserves (2,594,296 euro at 30 June 2011).

6. GROUP COMPANIES, JOINTLY CONTROLLED COMPANIES AND ASSOCIATED COMPANIES EXCLUDED FROM CONSOLIDATION AND INVESTMENTS HELD FOR SALE

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 2012 and 31 December 2011 are made up as follows:

Percentage of capital held
30 June 2012 31 December 2011
Company Head
Office
Direct Total Direct Total 30 June
2012
31 December
2011
Tourism
Infratroia – Emp. de Infraest.
de Troia, E.N.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
SC Assets
Fundo de Investimento
Imobiliário Imosonae Dois
Maia 0.06% 0.06% 0.06% 0.06% 112,025 112,025
Spred
Net, SA Lisbon 2.80% 2.80% 2.80% 2.80% 11,132 11,132
Sear - Sociedade Europeia
de Arroz, SA
Santiago
do Cacém
15.00% 15.00% 15.00% 15.00% 150,031 150,031
Fundo de Capital de Risco
F-HITEC
Lisbon 7.14% 7.14% 7.14% 7.14% 250,000 250,000
Other investments 427,446 427,446
Total (Note 9) 1,015,381 1,015,381

Null balances shown above result from deduction of impairment losses from related investments.

7. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the six months period ended 30 June 2012, 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 2012 215,045,171 139,057,667 2,407,224 9,358,098 365,868,160
Changes in consolidation perimeter - - - - -
Capital expenditure 9,683 233,938 21,797 5,718,345 5,983,763
Disposals (3,541) (1,422,419) (15,000) (2,325) (1,443,285)
Exchange rate effect - 1,551 (3,609) - (2,058)
Transfers 37,044 2,089,410 59,220 (2,236,257) (50,583)
Closing balance as at 30 June 2012 215,088,357 139,960,147 2,469,632 12,837,861 370,355,997
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2012 78,891,380 48,918,109 1,970,453 - 129,779,941
Changes in consolidation perimeter - - - - -
Charges for the period 1,609,069 5,330,159 40,513 - 6,979,741
Disposals (89) (1,383,411) - - (1,383,500)
Exchange rate effect - (1,570) (2,304) - (3,874)
Transfers - (58,348) 30,034 - (28,314)
Closing balance as at 30 June 2012 80,500,360 52,804,939 2,038,696 - 135,343,994
Carrying amount as at 1 January 2012 136,153,791 90,139,558 436,772 9,358,098 236,088,219
Carrying amount as at 30 June 2012 134,587,997 87,155,208 430,937 12,837,861 235,012,003

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

30 June 2012 31 December 2011
Tróia 8,073,898 8,074,490
Cogeneration project 2,434,133 -
Photovoltaic project 1,158,468 -
Others 1,171,362 1,283,608
12,837,861 9,358,098
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 2012 7,805,800 2,586,420 174,822 66,927 10,633,969
Changes in consolidation perimeter - - - - -
Capital expenditure - 689 - 241,203 241,892
Disposals - - (167,300) - (167,300)
Exchange rate effect - (1,249) - - (1,249)
Transfers (11,431) 77,938 1,900 (60,782) 7,625
Closing balance as at 30 June 2012 7,794,369 2,663,798 9,422 247,348 10,714,937
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2012 1,013,594 2,107,323 34,274 - 3,155,191
Changes in consolidation perimeter - - - - -
Charges for the period 88,568 107,046 317 - 195,931
Disposals - - (26,753) - (26,753)
Exchange rate effect - (800) - - (800)
Transfers (8,917) 8,917 - - -
Closing balance as at 30 June 2012 1,093,245 2,222,486 7,838 - 3,323,569
Carrying amount as at 1 January 2012 6,792,206 479,098 140,548 66,927 7,478,779
Carrying amount as at 30 June 2012 6,701,124 441,312 1,584 247,348 7,391,368

8. GOODWILL

During the six months period ended 30 June 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 June 2012 31 December 2011
Gross amount:
Opening balance 62,330,108 62,434,923
Decreases - disposals of assets from affiliated companies - (104,815)
Closing balance 62,330,108 62,330,108
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
Total Operations 61,028,512 61,028,512

9. INVESTMENTS

As at 30 June 2012, movements in investments were as follows:

30 June 2012
Non-current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,200,508 -
Acquisitions in the period - -
Disposals in the period - -
Closing balance as at 30 June 8,200,508 -
Accumulated impairment losses (Note 22) (7,707,935) -
492,573 -
Investments held for sale
Fair value as at 1 January 651,807 -
Acquisitions in the period - -
Disposals in the period - -
Fair value as at 30 June 651,807 -
Accumulated impairment losses (Note 22) (128,999) -
Fair value (net of impairment losses) as at 30 June 522,808 -
Other Investments (Note 6) 1,015,381 -

Investments in group companies, jointly controlled companies or associated companies excluded from consolidation are recorded at acquisition cost less impairment losses. The Group considers that it is not reasonable to estimate a fair value for these investments as there is no visible market data.

10. OTHER NON-CURRENT ASSETS

As at 30 June 2012 and 31 December 2011, other non-current assets are detailed as follows:

30 June 2012 31 December 2011
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 16,646,298 15,689,170
Others 34,916 34,916
16,681,214 15,724,086
Impairment losses (Note 22) (34,916) (34,916)
16,646,298 15,689,170
Trade accounts receivable and other debtors
Sale of financial investments 4,914,984 4,914,984
Others 1,213,552 1,216,475
Impairment losses (Note 22) - -
6,128,536 6,131,459
Other non-current assets 22,774,834 21,820,629

Loans granted to related parties bear interest.

The amount in sale of financial investments relates to the disposal in 2011 of Sociedade Imobiliária Tróia B3, S.A.

11. STOCKS

Stocks as at 30 June 2012 and 31 December 2011 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2012 31 December 2011
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,175,856 - 1,047,342 -
Goods for sale 33,479,451 30,800,791 34,749,797 29,160,330
Finished goods 95,854,769 95,854,769 96,759,113 96,759,113
Work in progress 80,630,279 78,337,039 80,094,214 78,978,708
Payments on account 68,459 - 68,459 -
211,208,815 204,992,599 212,718,924 204,898,151
Accumulated impairment losses on stocks (Note 22) (3,503,080) (3,434,621) (3,505,580) (3,437,121)
207,705,735 201,557,978 209,213,344 201,461,030

12. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2012 and 31 December 2011, trade accounts receivable and other current assets are detailed as follows:

30 June 2012 31 December 2011
Trade accounts receivable 27,816,188 31,031,472
Accumulated impairment losses on trade debtors (Note 22) (4,311,361) (4,435,511)
23,504,827 26,595,961
Taxes recoverable 8,677,475 12,385,331
Loans granted to and other amounts to be received from related parties 227,547 224,547
Other current assets
Suppliers with a debtor balance 1,255,872 1,130,303
Other debtors 9,661,631 9,521,048
Accounts receivable from the sale of financial investments 24,739,831 24,756,968
Accounts receivable from the sale of tangible assets 16,967 4,859
Interest receivable 850,959 1,098,341
Deferred costs - Rents 283,651 211,172
Deferred costs - External supplies and services 743,735 740,609
Other current assets 1,794,234 645,222
39,346,880 38,108,522
Accumulated impairment losses on other current assets (Note 22) (27,729,376) (27,732,750)
Trade accounts receivable and other current assets 44,027,353 49,581,611

13. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June
2012
31 December
2011
30 June
2012
31 December
2011
Amortization and Depreciation harmonization adjustments 1,010,701 963,841 2,255,889 2,077,347
Provisions and impairment losses of non-tax deductible 10,137,437 10,137,246 - -
Write off of tangible and intangible assets 756,915 888,433 - -
Write off of accruals 346,537 410,390 - -
Revaluation of tangible assets - - 173,067 173,406
Tax losses carried forward 14,087,082 10,922,466 - -
Write off of stocks - - 1,104,407 1,104,407
Taxable temporary differences arising from the fair value of non
current liabilities
- 7,751,968 7,757,222
Others 89,773 241,061 403,360 422,973
26,428,445 23,563,437 11,688,691 11,535,355

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2012 and 31 December 2011, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2012 31 December 2011
Tax losses
carried
forward
Deferred tax
assets
Time
limit
Tax losses
carried
forward
Deferred tax
assets
Time
limit
With limited time use
Generated in 2006 194,841 48,710 2012 326,542 81,635 2012
Generated in 2007 1,416,550 354,137 2013 1,416,550 354,137 2013
Generated in 2008 1,426,557 356,639 2014 1,426,557 356,639 2014
Generated in 2009 6,448,363 1,612,091 2015 6,448,363 1,612,091 2015
Generated in 2010 17,976,302 4,494,076 2014 18,432,007 4,608,002 2014
Generated in 2011 18,076,637 4,519,159 2015 15,136,075 3,784,019 2015
Generated in 2012 10,054,594 2,513,648 2017 - -
55,593,844 13,898,461 43,186,092 10,796,523
With a time limit different from the
above mentioned
787,365 188,621 490,158 125,943
56,381,209 14,087,082 43,676,250 10,922,466

As at 30 June 2012 and 31 December 2011, 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 2012, tax losses carried forward amounting to 185,518,520 euro (172,302,504 euro as at 31 December 2011), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 June 2012 31 December 2011
Tax losses
carried forward
Tax Credit Time
limit
Tax losses
carried forward
Tax Credit Time
limit
With limited time use
Generated in 2006 16,133,362 4,033,341 2012 16,259,895 4,064,974 2012
Generated in 2007 17,895,099 4,473,774 2013 18,052,642 4,513,161 2013
Generated in 2008 37,313,096 9,328,275 2014 37,313,096 9,328,274 2014
Generated in 2009 47,496,490 11,874,121 2015 49,919,363 12,479,840 2015
Generated in 2010 18,353,126 4,588,282 2014 18,523,204 4,630,801 2014
Generated in 2011 19,728,067 4,932,017 2015 17,677,579 4,419,395 2015
Generated in 2012 13,123,420 3,280,855 2017 - -
170,042,659 42,510,666 157,745,779 39,436,445
Without limited time use 1,186,715 395,532 1,186,715 395,532
With a time limit different from the
above mentioned
14,289,146 4,217,182 13,370,010 3,944,355
15,475,861 4,612,714 14,556,725 4,339,887
185,518,520 47,123,379 172,302,504 43,776,332

14. CASH AND CASH EQUIVALENTS

As at 30 June 2012 and 31 December 2011, cash and cash equivalents can be detailed as follows:

30 June 2012 31 December 2011
Cash at hand 245,361 1,689,543
Bank deposits 3,773,704 2,291,097
Treasury applications - -
Cash and cash equivalents on the balance sheet 4,019,065 3,980,640
Bank overdrafts - (Note 17) (221,675) (494,571)
Guarantee deposit (500,000) (500,000)
Cash and cash equivalents in the statement of cash-flows 3,297,390 2,986,070

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).

15. SHARE CAPITAL

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 2012, Sonae Capital SGPS, S.A. owns 422,200 own shares (151,600 own shares at 31 December 2011) booked for 99,071 euro (36,143 at 31 December 2011).

16. NON-CONTROLLING INTERESTS

Movements in non controlling interests in the periods ended 30 June 2012 and 31 December 2011 are as follows:

30 June 2012 31 December 2011
Opening balance as at 1 January 9,241,777 12,454,796
Changes in hedging reserves (6,913) (18,104)
Changes in the percentage of capital held in affiliated
companies
- (4,103,273)
Changes resulting from currency translation (12,935) (24,529)
Others - 141,287
Profit for the period attributable to minority interests (344,705) 791,600
Closing balance 8,877,224 9,241,777

17. BORROWINGS

As at 30 June 2012 and 31 December 2011, Borrowings are made up as follows:

30 June 2012 31 December 2011
Outstanding amount Outstanding amount Repayable on
Current Non-Current Current Non-Current
Bank loans
Sonae Capital SGPS - commercial paper a) 30,000,000 - - 30,000,000 Mar/2013
Sonae Capital SGPS - commercial paper b) 42,600,000 - 39,600,000 - Mar/2018
Sonae Capital SGPS - commercial paper d) 4,000,000 8,250,000 - 12,250,000 Dec/2013
Sonae Capital SGPS - commercial paper c) - 35,200,000 - 16,000,000 Aug/2016
Sonae Capital SGPS - commercial paper e) - - 4,550,000 - Feb/2016
Sonae Capital SGPS - commercial paper f) - - 3,000,000 - Jun/2016
Selfrio Engenharia - commercial paper - - 700,000 - May/2012
Sonae Capital SGPS g) 2,000,000 31,000,000 650,000 33,000,000 Jun/2017
Up-front fees - (377,953) - (437,911)
Others 190,699 515,625 140,825 609,375
78,790,699 74,587,672 48,640,825 91,421,464
Bank overdrafts (Note 14) 221,675 - 494,571 -
Bank loans 79,012,374 74,587,672 49,135,397 91,421,464
Bond Loans
Sonae Capital 2007/2012 Bonds 30,000,000 - 30,000,000 - Dec/2012
Sonae Capital 2011/2016 Bonds - 10,000,000 - 10,000,000 Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds - 50,000,000 - 50,000,000 Mar/2018
Up-front fees - (417,545) - (490,184)
Bond Loans 30,000,000 59,582,455 30,000,000 59,509,816
Other loans 551,834 2,219,381 675,655 2,490,273
Derivatives (Note 18) 175,746 2,131,242 138,448 1,733,828
Obligations under finance leases 2,733,983 26,105,313 2,607,993 27,536,520
Up-front fees on finance leases - (120,523) - (127,017)
112,473,937 164,505,541 82,557,493 182,564,884

a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.

b) 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.

c) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2016.

d) Commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to a maximum of 3 years.

e) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.

f) Short term commercial paper programme, with subscription guarantee, issued on 1 June 2011, with annual renewals up to a maximum of 5 years.

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

As at 30 June 2012, borrowings of the Group were as follows:

  • Sonae Capital SGPS 2007/2012 bond loan 2nd emission in the amount of 30,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012. This bond loan bears interest every six months.
  • 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, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.

The interest rate on bonds in force on 30 June 2012 was on average 3.367%.

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.

Other current loans include bills receivable not yet due.

The repayment schedule of the nominal value of borrowings may be summarized as follows:

30 June 2012 31 December 2011
Nominal value Interest Nominal value Interest
N+1 112,298,191 8,613,805 82,419,045 8,892,411
N+2 54,201,767 6,638,814 55,571,186 6,799,606
N+3 10,706,077 5,984,039 18,899,142 5,918,320
N+4 20,465,919 5,457,550 10,656,839 5,305,279
N+5 13,173,507 2,532,053 20,205,856 4,019,406
After N+5 64,743,049 2,095,402 76,553,144 3,308,452
275,588,510 31,321,662 264,305,213 34,243,474

18. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 June 2012 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 2,306,988 euro (1,872,276 euro at 31 December 2011) is recorded as liabilities. As at 30 June 2012 and 31 December 2011, 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 2012 31 December 2011 30 June 2012 31 December 2011
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - 2,306,988 1,872,276
Other derivatives
- - 2,306,988 1,872,276

19. OTHER NON-CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011 other current liabilities can be detailed as follows:

30 June 2012 31 December 2011
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,181,124 2,236,843
Others 1,298,000 1,298,000
3,479,124 3,534,843
Other creditors
Creditors in the restructuring process of Torralta 389,956 370,128
Others - 140,548
389,956 510,676
Deferred income 3,102,440 3,109,988
Other non-current liabilities 6,971,520 7,155,507

20. SHARE-BASED PAYMENTS

In 2012 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 2012 and 31 December 2011, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarized as follows:

Year of grant Vesting year Number of participants Fair Value
30 June 2012 31 December 2011
Shares
2009 2012 3 - 75,054
2010 2013 3 45,636 77,011
2011 2014 4 78,232 132,017
2012 2015 10 292,093 -
Total 415,961 284,082

As at 30 June 2012 and 31 December 2011, 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 2012 31 December 2011
Other non-current liabilities 99,398 106,946
Other current liabilities 38,030 95,317
Reserves 129,184 143,765
Staff Costs 8,244 58,498

21. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011 trade accounts payable can be detailed as follows:

30 June 2012 31 December 2011
Trade creditors 15,825,932 14,851,465
Loans granted by and other payables to related parties
Other current liabilities
107,760 107,760
Fixed assets suppliers 854,686 514,752
Advances from customers and down payments 1,926,024 1,938,599
Other creditors 2,207,985 1,494,526
Taxes and contributions payable 4,402,357 5,596,653
Staff costs 5,845,281 6,555,743
Deferred income for services rendered 2,773,955 4,400,408
Other external supplies and services 5,154,023 4,988,701
Interest payable 1,844,687 1,472,238
Expenses with construction contracts 475,569 509,507
Investment aid 1,684,625 1,699,859
Other liabilities 5,035,471 4,775,428
32,204,663 33,946,414
Trade accounts payable and other current liabilities 48,138,355 48,905,639

22. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2012 were as follows:

Captions Balance as at 1
January 2012
Increases Decreases Balance as at 30
June 2012
Accumulated impairment losses on:
Other Investments (Notes 5 and 9) 7,868,877 - - 7,868,877
Other non-current assets (Note 10) 34,916 - - 34,916
Trade accounts receivable (Note 12) 4,435,511 114,175 (238,326) 4,311,361
Other current assets (Note 12) 27,732,750 4,446 (7,821) 27,729,376
Stocks (Note 11) 3,505,580 - (2,500) 3,503,080
Non-current provisions 3,185,974 - (106,150) 3,079,824
Current provisions 1,055,216 10,000 (49,426) 1,015,790
47,818,824 128,621 (404,222) 47,543,223

As at 30 June 2012 and 31 December 2011 detail of other provisions was as follows:

30 June 2012 31 December 2011
Judicial claims 1,561,750 1,707,327
Others 2,533,863 2,533,863
4,095,614 4,241,190

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

23. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2012 and 31 December 2011 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2012 31 December 2011
Guarantees given:
on VAT reimbursements 4,794,499 7,606,253
on tax claims 4,045,718 2,367,143
on judicial claims - -
on municipal claims 3,556,322 3,700,393
Others 12,848,778 17,317,084

Others include the following guarantees:

  • 6,239,861 euro (6,923,850 euro as at 31 December 2011) of guarantees on construction works given to clients;
  • 4,924,400 euro (8,643,393 euro as at 31 December 2011) 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.

24. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June
2012
30 June
2011
30 June
2012
30 June
2011
Parent company and group companies excluded from consolidation (a) - - - 115
Associated companies 272,753 346,903 185,554 268,222
Other partners in Group companies (b) 9,287,045 14,044,419 3,255,452 3,098,374
9,559,798 14,391,322 3,441,006 3,366,711
Interest income Interest expenses
Transactions 30 June
2012
30 June
2011
30 June
2012
30 June
2011
Parent company and group companies excluded from consolidation (a) - - - -
Associated companies 554,304 473,645 - -
Other partners in Group companies (b) - - 71,517 73,240
554,304 473,645 71,517 73,240
Accounts receivable Accounts payable
Balances 30 June
2012
30 June
2011
30 June
2012
30 June
2011
Parent company and group companies excluded from consolidation (a) - - - 365
Associated companies 639,418 902,395 36,832 57,485
Other partners in Group companies (b) 7,651,634 9,645,265 3,095,615 3,335,962
8,291,052 10,547,660 3,132,447 3,393,812
Loans obtained Loans granted
Balances 30 June
2012
30 June
2011
30 June
2012
30 June
2011
Parent company and group companies excluded from consolidation (a) - - - -
Associated companies - - 16,816,298 15,859,170
Other partners in Group companies (b) 2,181,124 2,236,843 - -
2,181,124 2,236,843 16,816,298 15,859,170

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.

25. TAXATION

30 June 2012 30 June 2011
Current tax 1,621,059 1,196,682
Deferred tax (2,711,333) (1,734,825)
Taxation (1,090,274) (538,144)

Income tax for the three months periods ended 30 June 2012 and 2011 was made up as follows:

26. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2012 and 2011, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2012 30 June 2011
Aggregate net profit (8,865,459) 26,735,588
Harmonization adjustments (926,555) (583,713)
Elimination of intragroup dividends (5,188,146) (7,417,837)
Share of gains/(losses) of associated undertakings 3,076,303 2,750,918
Elimination of intragroup impairment (6,568,503) 830,911
Adjustments of gains/(losses) of financial shareholdings sale 5,677,793 (9,747,196)
Others (615) 8,088
Consolidated net profit for the year (12,795,182) 12,576,759

27. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2012 and 2011 were calculated taking into consideration the following amounts:

30 June 2012 30 June 2011
Net profit
Net profit taken into consideration to calculate basic earnings per share (Net profit for
the period )
(12,450,477) 12,202,648
Net profit taken into consideration to calculate diluted earnings per share (12,450,477) 12,202,648
Number of shares
Weighted average number of shares used to calculated basic earnings per share 249,598,250 250,000,000
Weighted average number of shares used to calculated diluted earnings per share 249,598,250 250,000,000
Earnings per share (basic and diluted) (0.049882) 0.048811

There are no convertible instruments included in Sonae Capital, SGPS, SA's shares, hence there is no dilutive effect.

28. SEGMENT INFORMATION

In 30 June 2012 and 2011, the following were identified as segments:

  • Sonae Tourism:
  • Tourism Operations
  • Atlantic Ferries
  • Other
  • SC Assets:
  • Spred:
  • Energy and Environment
  • Sistavac Group
  • Other
  • Holding and Others

The contribution of the business segments to the income statement of the periods ended 30 June 2012 and 2011 can be detailed as follows:

30 June 2012
Profit & Loss Account Sales Services rendered Other operational
income
Total operational
income
Operational cash
flow (EBITDA)
Tourism Operations 2,503,424 12,680,848 1,161,795 16,346,067 (4,428,597)
Atlantic Ferries - 1,646,263 49,113 1,695,376 (434,243)
Other - 1,039,155 360,565 1,399,720 524,758
Intersegment Income - (878,555) (278,563) (1,157,119) (135)
Total Tourism 2,503,423 14,487,711 1,292,910 18,284,044 (4,338,217)
Total SC Assets 221,620 2,084,053 247,632 2,553,305 283,740
Energy and environment 5,819,023 327,527 302,954 6,449,504 1,525,842
Sistavac Group 17,157,945 9,161,744 112,616 26,432,305 7,509
Other 27,704 4,290,708 344,702 4,663,114 (29,115)
Intersegment Income (1,684,987) (212,190) 1,150,479 (746,698) (483)
Total Spred 21,319,685 13,567,789 1,910,751 36,798,225 1,503,753
Holding & Others - 2,297,972 30,140 2,328,112 (620,595)
Intersegment Income (344,311) (4,229,829) 203,957 (4,370,183) 3,973
Consolidated 23,700,417 28,207,696 3,685,390 55,593,503 (3,167,346)
30 June 2011
Profit & Loss Account Sales Services rendered Other operational
income
Total operational
income
Operational cash
flow (EBITDA)
Tourism Operations 3,116,119 15,765,160 2,448,964 21,330,243 (6,073,269)
Atlantic Ferries - 2,012,141 24,554 2,036,695 (138,173)
Other - 1,461,409 96,052 1,557,461 814,744
Intersegment Income - (1,316,167) (109,007) (1,425,174) (3,473)
Total Tourism 3,116,119 17,922,543 2,460,563 23,499,225 (5,400,171)
Total SC Assets 2,629,917 2,352,641 452,281 5,434,839 (541,442)
Energy and environment 2,548,694 403,132 270,176 3,222,002 621,104
Sistavac Group 29,663,925 8,410,605 726,234 38,800,764 2,629,726
Other 34,188 2,591,800 267,049 2,893,037 76,700
Intersegment Income - (14,794) - (14,794) (117)
Total Spred 32,246,807 11,390,743 1,263,459 44,901,009 3,327,413
Holding & Others - 2,058,459 450,031 2,508,490 (664,196)
Intersegment Income (3,480,599) (4,246,229) 3,266,417 (4,460,411) 10,344
Consolidated 34,512,244 29,478,157 7,892,751 71,883,152 (3,268,052)

The contribution of the business segments to the balance sheets as at 30 June 2012 and 31 December 2011 can be detailed as follows:

Fixed
Assets
Tangible
and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
153,525,784 247,390 198,038,624 351,811,798 230,309,178 1,547,786 3,113,539 1,564,736
24,074,706 - 1,926,337 26,001,044 24,401,144 7,805 19,581,418 19,463,434
199,401 274,154 183,935,996 184,409,551 240,000,937 - - (3,827)
- (185,889,456) (185,889,247) - - -
177,799,891 521,544 198,011,501 376,332,936 308,822,012 1,555,592 22,694,957 21,024,343
47,744,998 59,877,588 110,655,922 218,278,508 197,796,222 349,591 - (522,154)
14,323,876 2,546 5,000,374 19,326,797 17,108,180 3,762,742 9,674,117 9,665,459
634,840 - 51,431,585 52,066,425 16,318,144 384,947 41,799 (295,228)
1,775,465 3,978,214 48,333,457 54,087,137 24,449,271 101,405 182,860 (989,900)
- - (20,871,831) (20,871,831) (20,871,449) - - -
16,734,182 3,980,760 83,893,586 104,608,527 37,004,146 4,249,094 9,898,777 8,380,330
124,301 8,889 438,472,163 438,605,353 272,328,467 71,379 244,385,745 244,077,894
- (465,049,225) (468,077,191) - - -
242,403,371 64,388,782 365,983,944 672,776,099 347,873,656 6,225,656 276,979,478 272,960,413
- (185,889,456)
- (465,049,225)
30 June 2012
31 December 2011
Balance Sheet Fixed
Assets
Tangible
and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Tourism Operations 157,031,744 247,390 194,444,133 351,723,267 231,119,097 5,983,040 3,466,557 2,938,632
Atlantic Ferries 24,755,340 - 1,672,236 26,427,576 23,305,133 78,690 20,291,480 20,204,261
Other 271,898 274,154 186,549,251 187,095,303 229,583,855 2,310 1,151 (4,919)
Intersegment Adjustments - - (186,881,715) (186,881,715) (186,879,871) - - -
Total Tourism 182,058,982 521,544 195,783,905 378,364,431 297,128,214 6,064,040 23,759,188 23,137,974
Total SC Assets 48,025,443 58,637,333 108,242,817 214,905,593 190,801,038 773,241 879 (531,441)
Energy and environment 11,253,391 2,546 4,506,946 15,762,883 14,147,725 3,748,308 10,168,918 10,149,905
Sistavac Group 322,342 - 54,857,951 55,180,293 19,283,480 79,391 1,084,721 (854,719)
Other 1,820,079 1,905,304 46,052,081 49,777,464 21,587,619 264,854 252,937 (248,699)
Intersegment Adjustments - - (16,312,913) (16,312,913) (16,313,663) - - -
Total Spred 13,395,812 1,907,850 89,104,064 104,407,726 38,705,161 4,092,553 11,506,577 9,046,486
Holding & Others 86,761 8,889 422,196,516 422,292,165 259,478,733 20,116 229,855,733 229,488,718
Intersegment Adjustments - - (446,139,124) (446,139,124) (449,153,077) - - -
Consolidated 243,566,998 61,075,617 369,188,174 673,830,792 336,960,069 10,949,950 265,122,377 261,141,737

Net debt of the Holding can be analysed as follows:

30 June 2012
Inflows
Gross bank debt 244,385,745
Cash and cash equivalents 367,016
Net bank debt 244,018,729
Sonae Turismo -
SC Assets -
Spred 21,932,000
Intercompany ST Loans Obtained 21,932,000
Total Inflows 265,950,729
Outflows
Sonae Turismo 233,216,162
SC Assets 174,393,800
Spred 939,546
Intercompany Loans Granted 408,549,508

29. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 June 2012.

30. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.

INDIVIDUAL FINANCIAL STATEMENTS

30 JUNE 2012

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2012 AND 31 DECEMBER 2011

(Amounts expressed in euro)

Notes 30 June 2012 31 December 2011
NON CURRENT ASSETS:
Investments
Deferred tax assets
Other non current assets
Total Non Current Assets 4
7
5
542,141,999
337,362
200,578,543
743,057,903
542,141,999
451,247
164,370,542
706,963,788
CURRENT ASSETS:
Other current assets
Cash and cash equivalents
Total Current Assets 6
8
21,029,706
301,335
21,331,041
21,481,201
350,634
21,831,835
TOTAL ASSETS 764,388,944 728,795,623
EQUITY AND LIABILITIES
EQUITY:
Share Capital
Own shares
Legal reserve
9
9
10
250,000,000
(99,071)
8,307,376
250,000,000
(36,143)
8,307,376
Other reserves
Retained earnings
10 288,710,416
-
289,628,622
-
Profit / (Loss) for the period
TOTAL EQUITY
813,827
547,732,548
(918,206)
546,981,649
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans
Bond loans
11
11
74,072,047
9,964,287
90,812,089
9,943,470
Other non current liabilities 40,912 63,054
Deferred tax liabilities 7 6,278 11,699
Total Non Current Liabilities 84,083,524 100,830,312
CURRENT LIABILITIES
Suppliers 92,243 1,638,046
Bank loans 11 78,600,000 47,800,000
Bond loans 11 30,000,000 30,000,000
Other creditors
Other current liabilities
12
13
21,933,877
1,946,752
31,923
1,513,693
Total Current Liabilities 132,572,872 80,983,662
TOTAL EQUITY AND LIABILITIES 764,388,944 728,795,623

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

Notes 30 June 2012 30 June 2011
Operational income
Other operational income 2,705 322,771
Total operational income 2,705 322,771
Operational expenses
External supplies and services 14 (191,579) (127,744)
Staff costs 15 (178,369) (494,715)
Depreciation and amortisation - (1)
Other operational expenses (7) (3,000)
Total operational expenses (369,955) (625,460)
Operational profit/(loss) (367,250) (302,689)
Financial income 16 6,037,004 4,963,127
Financial expenses 16 (5,084,067) (4,576,559)
Net financial income/(expenses) 952,937 386,568
Investment income 16 382,921 -
Profit/(loss) before taxation 968,608 83,879
Taxation 17 (154,781) (24,992)
Profit/(loss) for the period 813,827 58,887
Profit/(loss) per share
Basic and diluted 18 0.003261 0.000236

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

2nd Quarter 2012 2nd Quarter 2011
(Unaudited) (Unaudited)
Operational income:
Other operational income (693) 209,354
Total operational income (693) 209,354
Operational expenses:
External supplies and services (80,527) (68,903)
Staff costs (16,263) (272,213)
Depreciation and amortisation - -
Other operational expenses - 18,947
Total operational expenses (96,790) (322,169)
Operational profit/(loss) (97,483) (112,815)
Financial income 3,095,421 3,078,492
Financial expenses (2,160,030) (2,503,241)
Net financial income/(expenses) 935,391 575,251
Investment income - -
Profit/(loss) before taxation 837,908 462,436
Taxation (215,502) (117,655)
Profit/(loss) for the period 622,406 344,781
Profit/(loss) per share
Basic and diluted 0.002495 0.001379

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

Net profit for the period
813,827
Exchange differences arising from translating foreign operations
-
30 June 2011
58,887
-
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
-
-
Gains on property revaluations
-
-
Income tax relating to components of other comprehensive income
-
-
Other comprehensive income for the period
-
-
Total comprehensive income for the period
813,827
58,887

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

2nd Quarter 2012
(Unaudited)
2nd Quarter 2011
(Unaudited)
Net profit for the period 622,406 344,781
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 622,406 344,781

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

Sha
re
Cap
ital
Ow
n
Sha
res
Leg
al
Res
erve
Tra
nsla
tion
Res
erve
Fai
r Va
lue
Res
erve
Hed
ing
g
Res
erve
Oth
er
Res
erve
s
Ret
ain
ed
Ea
rnin
gs
Su
b to
tal
Net
fit /
(lo
ss)
pro
Tot
al E
quit
y
Bal
t 1
Jan
y 2
011
anc
e a
s a
uar
250
,00
0,0
00
- 8,1
91,
127
- - - 287
,41
9,8
83
- 295
,61
1,0
10
2,3
24,
988
547
,93
5,9
98
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - - - - - - 58,
887
58,
887
App
riat
ion
of p
rofit
rop
s:
Tra
nsfe
r to
res
erve
s
- - 116
,24
9
- - - 2,2
08,
739
- 2,3
24,
988
(2,3
24,
988
)
-
Divi
den
ds
dist
ribu
ted
- - - - - - - - - - -
Acq
uisi
tion
/(di
sal)
of
sh
spo
own
are
s
- - - - - - - - - - -
Oth
ers
- - - - - - - - - - -
Bal
t 30
Ju
201
1
anc
e a
s a
ne
250
,00
0,0
00
- 8,3
07,
376
- - - 289
,62
8,6
22
- 297
,93
5,9
98
58,
887
547
,99
4,8
85
Bal
t 1
Jan
y 2
012
anc
e a
s a
uar
250
,00
0,0
00
(36
3)
,14
8,3
07,
376
- - - 289
,62
8,6
22
- 297
,93
5,9
98
(91
06)
8,2
546
,98
1,64
8
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - - - - - - 813
,82
7
813
,82
7
App
riat
ion
of p
rofit
rop
s:
Use
of
free
Re
et l
to
ser
ves
cov
er n
oss
- - - - - - (91
8,2
06)
- (91
8,2
06)
918
,20
6
-
Divi
den
ds
dist
ribu
ted
- - - - - - - - - - -
Acq
uisi
tion
/(di
sal)
of
sh
spo
own
are
s
- (62
,92
7)
- - - - - - - - (62
,92
7)
Oth
ers
- - - - - - - - - - -
Bal
Ju
t 30
201
2
anc
e a
s a
ne
250
,00
0,0
00
(99
0)
,07
8,3
07,
376
- - - 288
,71
0,4
16
- 297
,01
7,7
92
813
,82
7
547
,73
2,5
48

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

30 June 2012 30 June 2011
OPERATING ACTIVITIES
Cash paid to trade creditors 1,763,312 179,070
Cash paid to employees 317,922 473,019
Cash flow generated by operations (2,081,234) (652,089)
Income taxes (paid)/received 17,581 104,512
Other cash receipts/(payments) relating to operating activities (44, 998) (87,069)
Net cash flow from operating activities [1] (2, 143, 813) (843, 670)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 5,200,990 3,027,224
Dividends 382,921
Loans granted 90,112,000
5,583,911 93, 139, 224
Cash payments arising from:
Loans granted 34,911,146 70,556,000
34,911,146 70,556,000
Net cash flow from investment activities [2] (29, 327, 235) 22,583,224
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 46,732,000 50,749,000
46,732,000 50,749,000
Cash Payments arising from:
Interest and similar costs 4,447,325 3,935,681
Acquisition of own shares 62,927
Loans obtained 10,800,000 67,600,000
Net cash flow from financing activities [3] 15,310,252 71,535,681
31,421,748 (20, 786, 681)
Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ (49, 300) 952,873
Cash and cash equivalents at the beginning of the period 350,634 27,355
Cash and cash equivalents at the end of the period 8 301,335 980,227

The accompanying notes are an integral part of these financial statements

The Board of Directors

and the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the comp

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in euro)

2 nd Quarter 2012
(Unaudited)
2 nd Quarter 2011
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 38,201 60,175
Cash paid to employees 252,949 171,934
Cash flow generated by operations (291, 150) (232, 109)
Income taxes (paid)/received 141 1,647
Other cash receipts/(payments) relating to operating activities 3,529 57,750
Net cash flow from operating activities [1] (287, 762) (176,006)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 564 7,660
Dividends 382,921
Loans granted 90,112,000
383,485 90,119,660
Cash payments arising from:
Investments
Tangible assets
Loans granted 4,089,300 54,912,000
4,089,300 54,912,000
Net cash flow from investment activities [2] (3,705,815) 35,207,660
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 751,000 35,896,000
751,000 35,896,000
Cash Payments arising from:
Interest and similar costs 1,413,320 2,799,327
Acquisition of own shares 8,011 0
Loans obtained (4,950,000) 67,600,000
(3,528,669) 70,399,327
Net cash from financing activities [3] 4,279,669 (34, 503, 327)
Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ 286,092 528,327
Cash and cash equivalents at the beginning of the period 15,242 451,901
Cash and cash equivalents at the end of the period 301,335 980,227

The accompanying notes are part of these financial statements

The Board of Directors

Contract of the Contract of the Contract of The Contract of The Contract of The Contract of The Contract of T

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2012

(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 35/2005 of 17 February, 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 31 December 2011.

Basis of preparation

The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2011.

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.

$\overline{4}$ . INVESTMENTS

As at 30 June 2012 and 31 December 2011 Investments are detailed as follows:

30 June 2012 31 December 2011
Investments in affiliated and associated undertakings 542,138,253 542,138,253
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) 2,546 2,546
542,141,999 542,141,999

4.1 Investments in affiliated and associated undertakings

As at 30 June 2012 and 31 December 2011, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

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

30 June 2012 31 December 2011
Company % Held Fair
Value
Book Value Fair Value
Reserve
% Held Fair
Value
Book Value Fair Value
Reserve
SC, SGPS, SA 100.00% ٠. 382,638,253 $\overline{\phantom{a}}$ 100.00% $\overline{\phantom{a}}$ 382,638,253
Spred, SGPS SA 54.05% - 40,000,000 54.05% $\overline{\phantom{a}}$ 40,000,000
SC Assets, SGPS, SA 76.64% ۰. 82,000,000 76.64% $\overline{\phantom{a}}$ 82,000,000
Sonae Turismo, SGPS SA 23.08% $\overline{\phantom{0}}$ 37,500,000 23.08% $\overline{\phantom{a}}$ 37,500,000
Total 542,138,253 $\overline{\phantom{a}}$ 542,138,253

OTHER NON CURRENT ASSETS $5.$

As at 30 June 2012 and 31 December 2011 Other Non Current Assets are detailed as follows:

30 June 2012 31 December 2011
Loans granted to group companies:
SC, SGPS, SA 142,350,743 106,142,742
SC Assets, SGPS, SA 58,227,800 58,227,800
200,578,543 164,370,542

These assets were not due or impaired as at 30 June 2012. The fair value of loans granted to Group companies is basically the same as their book value.

6. OTHER CURRENT ASSETS

As at 30 June 2012 and 31 December 2011 Other Current Assets can be detailed as follows:

30 June 2012 31 December 2011
Group companies - Short term loans:
SC, SGPS, SA 11,781,100 1,690,381
SC-Consultadoria, SA 3,413,021
Sonae Turismo-SGPS,SA 10,916,552
SC Assets, SGPS, SA 2,942,000
Income tax withheld 302,421 298,516
Other Debtors 5,694 9,956
Accrued income 5,962,850 5,128,767
Deferred costs 35,640 24,008
21,029,706 21,481,201

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

$7.$ DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2012 31 December 2011 30 June 2012 31 December 2011
Tax losses carried forward 337.362 451.247 -
Others $\overline{\phantom{a}}$ 6.278 11.699

During the periods ended 30 June 2012 and 31 December 2011, movements in Deferred tax are as follows:

Deferred tax assets Deferred tax liabilities
30 June 2012 31 December 2011 30 June 2012 31 December 2011
Opening balance 451,247 157,965 11,699 22,586
Effect in results:
Tax losses carried forward (113, 885) 293,282
Others (5, 421) (10, 887)
337,362 451,247 6,278 11,699
Effect in reserves:
Closing balance 337,362 451,247 6,278 11,699

8. CASH AND CASH EQUIVALENTS

As at 30 June 2012 and 31 December 2011 Cash and Cash Equivalents can be detailed as follows:

30 June 2012 31 December 2011
Cash 1,004 1,004
Bank deposits 300,331 349,631
Cash and cash equivalents in the balance sheet 301,335 350,634
Bank overdrafts -
Cash and cash equivalents in the cash flow statement 301,335 350,634

9. SHARE CAPITAL

As at 30 June 2012 and 31 December 2011, the share capital is represented by 250,000,000 ordinary shares with a nominal value of 1 euro each.

Up to 30 June 2012, Sonae Capital SGPS, S.A. bought 270,600 own shares in the stock market, representing 0.108% of its share capital, for a total consideration of 54,916 euro. As at 30 June 2012 the total number of own shares held by the company is 422,200, representing 0.169% of the share capital.

$10.$ RESERVES

As at 30 June 2012, and 31 December 2011 the caption Other Reserves can be detailed as follows:

30 June 2012 31 December 2011
Free reserves 155,973,092 156,954,227
Demerger reserve 132,638,252 132,638,252
Own shares reserve 99,071 36,143
288,710,416 289,628,622

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 2012 the value of this caption is 8,307,376 euro.

11. LOANS

As at 30 June 2012 and 31 December 2011 this caption included the following loans:

30 June 2012 31 December 2011
Bank loans - Commercial paper 43,450,000 58,250,000
Bank Joans - Term Joan 31,000,000 33,000,000
Up-front fees not yet charged to income statement (377,953) (437,911)
Bank loans - non current 74,072,047 90,812,089
Nominal value of bonds 10,000,000 10,000,000
Up-front fees not yet charged to income statement (35, 713) (56, 531)
Bond Loans 9,964,287 9,943,470
Total non-current loans 84,036,334 100,755,559
Bank loans - Commercial paper 76,600,000 47,150,000
Bank Joans - Term Joan 2,000,000 650,000
Bank loans - current 78,600,000 47,800,000
Bond Loans 30,000,000 30,000,000
Total current bank loans 108,600,000 77,800,000

Non Current Bank Loans

The caption Non Current Bank Loans relates to amounts issued detailed as follows:

  • $\mathbf{i}$ . Commercial Paper Programme issued on 31 March 2011 with subscription guarantee and valid for a period of 5 years and 5 months;
  • Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. ii. This loan is guaranteed by a mortgage of investment properties and pays interest every three months:
  • iii. Commercial Paper Programme issued on 30 December 2010 with subscription guarantee and valid for a period of 3 years;
  • iv. Sonae Capital, SGPS 2011/2016 Bond issue, amounting to 10,000,000 euro, repayable after 5 years, in one instalment, on 17 January 2016. Early repayment can occur under the terms of the Call / Put Option. This bond issue pays interest every six months.

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 2012 was 3.664%.

Current Bank Loans

The caption Current Bank Loans relates to amounts issued, detailed as follows:

  • $i$ . 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. Issues placed in investors or financial institutions, guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks:
  • ii. Commercial Paper Programme issued on 30 December 2010 with subscription guarantee, valid for a period of 3 years;
  • iii. Sonae Capital, SGPS 2007/20122nd Bond issue, amounting to 30,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012. This bond issue pays interest every six months.

The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is indexed to variable market rates.

There are no Derivatives.

$12.$ OTHER CREDITORS

As at 30 June 2012 and 31 December 2011, these captions were made up as follows:

30 June 2012 31 December 2011
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 21,932,000
Other creditors 1,877 31,923
21,933,877 31,923

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

13. OTHER CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011, these captions were made up as follows:

30 June 2012 31 December 2011
Other current liabilities
Taxes payable 66,486 95,128
Accruals:
Staff costs 234,806 376,622
Interest payable 1,613,042 993,925
Other accruals 31,660 42,717
Deferred income 758 5,301
1,946,752 1,513,693

14. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2012 and 30 June 2011, External Supplies and Services can be detailed as follows:

30 June 2012 30 June 2011
Operational rents 18,619 38,850
Insurance costs 25,340 23,700
Travelling expenses 9,473 7,453
Services obtained 133,381 42,345
Other services 4,765 15,396
191,579 127,744

15. STAFF COSTS

As at 30 June 2012 and 30 June 2011, Staff Costs are made up as follows:

30 June 2012 30 June 2011
Governing bodies' remunerations 146,029 364,617
Staff's remunerations $\overline{\phantom{a}}$ 78,537
Social security contributions 23,448 37,258
Other staff costs 8,892 14,302
178,369 494.715

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 June 2012 and 30 June 2011, Net Financial Expenses and Investment Income can be detailed as follows:

30 June 2012 30 June 2011
Interest payable and similar expenses
Interest arising from:
Bank loans (3,207,876) (2,587,179)
Bonds (635, 944) (534,082)
Other (186, 296) (326, 823)
Other financial expenses (1,053,952) (1, 128, 475)
(5,084,067) (4, 576, 559)
Interest receivable and similar income
Interest income 6,037,004 4,963,127
6,037,004 4,963,127
Net financial expenses 952,937 386,568
Investment income 382,921

As at 30 June 2012, Investment Income of 382,921 euro relates to dividends paid by an associated company.

$17.$ TAXATION

As at 30 June 2012 and 30 June 2011, Taxation is made up as follows:

30 June 2012 30 June 2011
Current tax (46, 317) (6,073)
Deferred tax (108, 464) (18,920)
(154, 781) (24,992)

18. EARN NINGS PER SH HARE

Earni into c ngs per shar consideratio re for the six n the follow x months pe ing amounts eriods ended s: d 30 June 20 12 and 2011 1 were calcu ulated taking gy

30 June 2012
2
30 June 2011
Net p
profit
Net p
profi t taken int
to considera ti
on to calcula t
e basic
ea rni
ings per share
e (Net profi t fo
r the period )
8
13,827
5
8,887
Effec
t of dilutive po
otential s ha re
s
Net p
profi t taken int
to considera ti
on to calcula t
e
dilut
ed ea rnings p
er s ha re
8
13,827
5
8,887
Numb
ber of shares
alcula te
Weig
ghted average
number of s ha
ares used to c
basic
c ea rnings per
r s ha re
249,59
98,250
250,00
00,000
Weig
ghted average
number of s ha
ares used to c
alcula te
dilut
ed ea rnings p
er s ha re
249,59
98,250
250,00
00,000
Earnin
ngs per share (b
basic and diluted
d)
0.0
003261
0.00
00236

19. INFO RMATION RE EQUIRED BY LAW

Art 5 n r 4 of Decree‐Law w nr 495/88 of 30 0 December chan nged by art 1 of D Decree‐Law nr 318 8/94 of 24 Decem mber

In the SC, SG e period end GPS, SA. ded 30 June 2012 shareh holders' loan n contracts w were entered d into with t he company

In the Asset e period end ts, SGPS, SA a ded 30 June 2 and Spred, S 2012 short‐te SGPS, SA. erm loan con ntracts were entered wit th the compa anies SC

As at 30 June 201 12 amounts d due by affilia ated compan nies can be su ummarized a as follows:

Loa n s and Short te erm loans gra nted

Comp
panies
Closing B
Bala nce
SC, SG
GPS, SA
154,
,131,843
SC As
sse ts, SGPS, SA
A
61,
,169,800
215,
,301,643
pital,
SGPS,
SA
Rep
ort
and
Acc
counts

As at 30 June 2012 amounts due to affiliated companies can be summarized as follows: Short term loans obtained

Companies Closing Balance
Spred , SGPS, SA 21,932,000
21,932,000

$20.$ APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.

LIMITED REVIEW REPORT

30 JUNE 2012

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 legislation ("Código dos Valores Mobiliários"), we present our Limited Review Report on the consolidated and individual information for the period of six months ended June 30, 2012 of Sonae Capital, SGPS, SA, included: in the management report, in the Consolidated and Individual balance sheet (which shows total assets of 672.776.097 Euros and 764.388.944 Euros, respectively, a total consolidated equity of 324.902.439 Euros, which includes non-controlling interests of 8.877.224 Euros and individual of 547.732.548 Euros, a net consolidated loss of 12.450.477 Euros and a net individual profit of 813.827 Euros), in the Consolidated and Individual income statement by nature, in the Consolidated and Individual statement of comprehensive income, in Consolidated and Individual statement of changes in equity, in the Consolidated and Individual cash flow statement for the period then ended, and in the corresponding notes.

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

Responsabilities

3 It is the responsibility of the Company's Board of Directors: (a) to prepare consolidated and individual financial information that present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated and individual results, the consolidated and individual comprehensive income of their operations, the changes in consolidated and individual equity, the consolidated and individual cash flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting, and which is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code; (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.

4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, and to issue an independent and professional report based on our work.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069 - 316 Lisboa, Portugal Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077

Scope

5 Our work was performed with the objective of obtaining moderate assurance as to whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted, mainly, of in inquiries and analytical procedures to review: (i) the reliability of the assertions in the financial information; (ii) the adequacy of the accounting principles adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if the consolidated and individual financial information is complete, true, timely, clear, objective and lawful.

6 Our work also covered the verification of the consistency of the financial information included in the management report with the remaining documents referred to above.

7 We believe that our work provides a reasonable basis for issuing this report on half year financial information.

Opinion

8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing has come to our attention that leads us to conclude that the consolidated and individual financial information for the period of six months ended June 30, 2012 contains material misstatements that affect its conformity with the International Financial Reporting Standards (IFRS), as adopted in the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting and that it is not complete, true, timely, clear, objective and lawful.

Report on other legal requirements

9 Based on our work, nothing has come to our attention that leads us to conclude that the information included in the management report is not consistent with the consolidated and individual financial information for the period.

August 21, 2012

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.

Talk to a Data Expert

Have a question? We'll get back to you promptly.