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Samba Digital SGPS S.A

Interim / Quarterly Report Aug 29, 2011

6003_ir_2011-08-29_918afd48-c2cc-42ef-a715-6a81d889f388.pdf

Interim / Quarterly Report

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SONAE CAPITAL, SGPS, SA Head Office: 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 2011

(Translation from the Portuguese Original)

Index

I.
Report
of
the
Board
of
Directors
1. Executive
Summary
4
2. Selected
Main
Events
6
3. Consolidated
Financial Statements
Review
7
4. Individual Financial Statements 12
5. Own Shares 12
- Glossary 13
II.
Appendix
to
the
Report
of
the
Board
of
Directors
14
III. Consolidated
Financial
Statements
19
IV.
Individual
Financial
Statements
56

V. Limited Review Report 74

REPORT OF THE BOARD OF DIRECTORS 30 JUNE 2011

(Translation from the Portuguese Original)

Report of the Board of Directors 30 June 2011

Disclaimer:

Unless otherwise stated, comparable figures (presented within brackets), percent or absolute changes mentioned in this report refer to the comparable period of the previous year for performance figures and to the year 2010 for financial position figures.

Following the sale of the shareholding in Box Lines, which took effect as from 16 September 2010, this business unit's contribution to performance figures is disclosed in the profit and loss statement under discontinued operations in 2010 and is no longer included in the consolidated financial position of the company as at 31 December 2010.

In view of the above considerations, comparisons presented throughout this report will be made on a like for like basis, not taking into account discontinued operations in the 2010 consolidated profit and loss statement.

1. Executive Summary

1H 2Q
2011 2010 1 2011 2010 1

Turnover
64.0 M.€ 71.9 M.€ 33.6 M.€ 38.1 M.€

EBITDA
‐3.3 M.€ 1.7 M.€ 0.1 M.€ 2.2 M.€

Net Income
12.6 M.€ ‐5.5 M.€ 15.8 M.€ ‐0.4 M.€
30.06.11 31.12.10

Net Debt
254.8 M.€ 277.2 M.€

Capex
8.6 M.€ 10.2 M.€ 1

1 Relates to continued operations.

The second quarter and first half results were significantly impacted by the 20.3 million euro capital gain generated on the sale of the Group's 50% shareholding in TP – Sociedade Térmica Portuguesa, SA, a transaction consistent with Sonae Capital's programme of divesting from non strategic assets.

Net income amounted to positive 15.8 million euro in the second quarter and 12.6 million euro in the half year, compared to negative 0.4 million euro and negative 5.5 million euro in the comparable periods of last year.

Consolidated turnover for the first half of the year, totalling 64.0 million euro, decreased around 11%, mostly driven by Resort Development, where turnover was 6.3 million euro lower than the same period last year, reflecting the lower real estate sales at troiaresort. Fitness continued to reflect the impact of contraction in consumer spending, its contribution falling by 9% to 8.7 million euro. The 4% decrease in Selfrio's contribution, to 34.0 million euro, was entirely due to the postponement of capital expenditure plans by key customers in the HVAC business. Compared to the first half of 2010, Resort Management and Atlantic Ferries turnover grew, by 19% and 27% respectively, reflecting improved marketing policies in troiaresort and benefiting from the opening of the Casino de Tróia on 1 January 2011 and from ticket price increases. SC Assets and Energy and Environment continued to post double digit growth in turnover of 25% and 16% respectively.

Consolidated operational cash‐flow (EBITDA) for the half year was negative 3.3 million euro (positive 1.7 million euro), and was marginally positive at 0.1 million euro in the second quarter of the year. Resort Development and Fitness operational contributions (down 4.0 million euro and 1.3 million euro), account for most of the fall in the half year. In Tourism, Atlantic Ferries improved its contribution by 79% which, although still negative at 0.1 million euro in the half year (negative 0.7 million euro), achieved positive 0.2 million euro EBITDA in the second quarter. This business improved performance lies in: (i) the significant 24% increase in passenger traffic; (ii) ticket price increases in early January 2011, and; (iii) cost optimisation efforts, leading to fuel savings and lower staff costs (by adjusting transport schedules to effective demand). Selfrio improved operational margins in all business units, achieving positive 2.6 million euro EBITDA, a 20% increase, including the impact from the implementation of projects with higher margins. Overall, year end margins should remain close to last year levels. The Energy and Environment business continued to perform positively, posting a positive EBITDA of 0.6 million euro (0.4 million euro).

Capex amounted to 8.6 million euro in the first half of the year, 4.6 million euro of which was incurred in the second quarter. The latter reflects the completion of construction works for the Aqualuz Events Centre (inaugurated on 29 April 2011) and the conclusion of the refurbishment of Aqualuz troiario hotel unit, and from the second tranche from progress in construction of the Colombo cogeneration facility (expected to be concluded during the third quarter).

Net debt fell by 22.4 million euro, compared to the end of 2010, amounting to 254.8 million euro as at 30 June, which includes the 37.2 million euro cash inflow from the sale of TP.

As at the date of this report, a total of 227 residential units have been sold at troiaresort, a net increase of 3 units since the last reporting date.

2. Selected Main Events

Up to the date of this report, the following material events were announced to the market:

Financing

17 January 2011

Sonae Capital, SGPS, SA announced the completion of an unsecured bond issue, by private placement, arranged and led by Banco BPI, in the amount of 10 million euro, with a tenor of 5 years and call and put options at the end of the third year.

Asset disposals

14 March 2011

Sonae Capital, SGPS, SA informed about the agreement signed with Finerge – Gestão de Projectos Energéticos, SA, a company owned by Enel Green Power España, SL, regarding the terms for the sale of the whole of its 50% shareholding in the share capital of TP – Sociedade Térmica Portuguesa, SA.

9 June 2011

Sonae Capital, SGPS, SA informed that the terms for the sale of the whole of its 50% shareholding in the share capital of TP – Sociedade Térmica Portuguesa, SA became effective as of this date. The transaction generated a cash inflow of 37.2 million euro and a positive impact of 20.3 million euro on the first half 2011 consolidated results of Sonae Capital.

20 July 2011

Sonae Capital, SGPS, SA informed about the sale of the whole of its 20% shareholding in the share capital of Sociedade Imobiliária Tróia B3, S.A., including loans made to this company, to Salvor – Sociedade de Investimento Hoteleiro, S.A., a company held by the Pestana Group. The transaction will result in a cash inflow of around 9.2 million euro, 1.8 million of which was received on this date and the remainder of which will be paid in three equal annual instalments, beginning in 2012, with an estimated positive impact of 6.2 million euro on the 2011 consolidated results of Sonae Capital.

Corporate Governance

31 March 2011

Sonae Capital, SGPS, SA informed about resolutions taken at the Shareholders' General Meeting and about decisions of the Board of Directors taken on that date.

3. Consolidated Financial Statements Review

3.1. Consolidated Profit and Loss Statement

Values in 103 euro
1H 11 1H 10 1H 10 1H 10 2Q 11 2Q 10
Total Total Discontinued Continued ∆ (A/B) Total Continued ∆ (C/D)
Operations Operations Operations Operations Operations Operations
(A) (B) (C) (D)
Turnover 63,990.4 89,287.2 17,394.4 71,892.8 ‐11.0% 33,551.7 38,118.4 ‐12.0%
Other Operational Income 7,892.8 3,968.2 44.3 3,923.9 >100% 4,332.8 2,517.3 +72.1%
Total Operational Income 71,883.2 93,255.4 17,438.7 75,816.7 ‐5.2% 37,884.5 40,635.7 ‐6.8%
Cost of Goods Sold ‐20,084.4 ‐17,355.2 0.3 ‐17,355.5 ‐15.7% ‐10,771.8 ‐10,595.5 ‐1.7%
Change in Stocks of Finished Goods ‐1,005.4 ‐5,209.2 0.0 ‐5,209.2 +80.7% ‐491.2 ‐2,112.7 +76.8%
External Supplies and Services ‐28,252.7 ‐43,406.2 ‐16,253.1 ‐27,153.1 ‐4.0% ‐14,846.9 ‐13,135.5 ‐13.0%
Staff Costs ‐20,425.9 ‐22,453.4 ‐750.2 ‐21,703.2 +5.9% ‐10,026.2 ‐10,830.6 +7.4%
Other Operational Expenses ‐3,081.0 ‐2,131.8 ‐159.9 ‐1,972.0 ‐56.2% ‐1,416.6 ‐1,011.2 ‐40.1%
Total Operational Expenses ‐72,849.3 ‐90,555.8 ‐17,162.9 ‐73,392.9 +0.7% ‐37,552.8 ‐37,685.4 +0.4%
Operational Cash‐Flow (EBITDA) ‐3,268.1 1,967.4 275.8 1,691.6 94.5 2,223.9 ‐95.8%
Amortisation and Depreciation ‐6,652.8 ‐6,846.0 ‐108.9 ‐6,737.1 +1.3% ‐3,372.4 ‐3,427.7 +1.6%
Provisions and Impairment Losses ‐75.3 ‐2,594.2 ‐12.2 ‐2,582.0 +97.1% ‐62.2 ‐465.3 +86.6%
Operational Profit/(Loss) (EBIT) ‐7,694.3 ‐6,740.6 154.7 ‐6,895.3 ‐11.6% ‐3,102.9 ‐942.7 <‐100%
Net Financial Expenses ‐5,120.8 ‐3,946.3 4.9 ‐3,951.2 ‐29.6% ‐2,758.9 ‐1,811.1 ‐52.3%
Share of Results of Associated Undertakings 2,750.9 1,505.4 0.0 1,505.4 +82.7% 1,839.6 1,028.3 +78.9%
Investment Income 22,102.8 ‐477.8 0.0 ‐477.8 20,409.5 126.7 >100%
Profit before Taxation 12,038.6 ‐9,659.3 159.6 ‐9,818.9 16,387.3 ‐1,598.9
Taxation 538.1 4,279.8 ‐16.4 4,296.2 ‐87.5% ‐560.5 1,194.0
Net Profit 12,576.8 ‐5,379.5 143.2 ‐5,522.7 15,826.8 ‐404.9
Attributable to Equity Holders of Sonae Capital 12,202.6 ‐5,426.2 143.2 ‐5,569.5 15,432.3 ‐463.0
Attributable to Non‐Controlling Interests 374.1 46.8 0.0 46.8 >100% 394.5 58.1 >100%

Contributions to consolidated turnover and operational cash‐flow (EBITDA) for each business area in the reporting periods were as follows:

Values in 103 euro

Turnover
1H 11 1H 10  2Q 11 2Q 10 
Resorts 5,819.3 11,535.5 ‐49.6% 2,842.6 6,781.1 ‐58.1%
Resort Development 2,997.3 9,269.1 ‐67.7% 933.1 5,295.3 ‐82.4%
Resort Management (Golf, Marina and Market) 812.1 684.7 +18.6% 576.7 475.3 +21.3%
Atlantic Ferries 2,010.0 1,581.6 +27.1% 1,332.8 1,010.6 +31.9%
Hotels 5,454.3 5,602.2 ‐2.6% 3,514.5 3,419.6 +2.8%
Fitness 8,699.2 9,606.1 ‐9.4% 4,215.9 4,899.2 ‐13.9%
Other 3.9 7.0 ‐43.8% 1.2 0.5 >100%
Sonae Turismo's contribution 19,976.7 26,750.7 ‐25.3% 10,574.2 15,100.5 ‐30.0%
Residential Property Development 774.8 1,330.1 ‐41.7% 648.6 492.5 +31.7%
Operational Assets 1,291.9 1,262.9 +2.3% 678.5 624.5 +8.6%
Other Assets 2,381.8 958.4 >100% 435.7 389.4 +11.9%
SC Assets's contribution 4,448.5 3,551.4 +25.3% 1,762.9 1,506.5 +17.0%
Selfrio Group 33,957.7 35,305.3 ‐3.8% 18,383.5 18,746.5 ‐1.9%
Energy and Environment 2,840.9 2,455.9 +15.7% 1,451.2 1,312.9 +10.5%
Other 2,626.7 3,642.3 ‐27.9% 1,273.4 1,363.4 ‐6.6%
Spred's contribution 39,425.3 41,403.4 ‐4.8% 21,108.1 21,422.8 ‐1.5%

Values in 103 euro

Operational Cash‐Flow (EBITDA)
1H 11 1H 10  2Q 11 2Q 10 
Resorts ‐3,684.6 ‐167.4 <‐100% ‐851.6 734.9
Resort Development ‐3,074.2 966.6 ‐842.3 956.9
Resort Management (Golf, Marina and Market) ‐472.2 ‐478.7 +1.4% ‐222.8 ‐184.1 ‐21.1%
Atlantic Ferries ‐138.2 ‐655.3 +78.9% 213.5 ‐38.0
Hotels ‐3,664.8 ‐3,811.0 +3.8% ‐1,314.2 ‐1,453.3 +9.6%
Fitness 657.2 1,998.7 ‐67.1% 177.0 943.3 ‐81.2%
Other 273.3 324.6 ‐15.8% ‐77.3 328.2
Sonae Turismo's contribution ‐6,419.0 ‐1,655.1 <‐100% ‐2,066.2 553.2
Residential Property Development ‐323.6 ‐530.9 +39.0% ‐107.0 ‐448.9 +76.2%
Operational Assets 1,340.2 1,409.3 ‐4.9% 661.1 723.2 ‐8.6%
Other Assets ‐529.4 514.5 ‐154.6 297.4
SC Assets's contribution 487.1 1,392.9 ‐65.0% 399.5 571.7 ‐30.1%
Selfrio Group 2,630.2 2,194.2 +19.9% 1,782.3 1,032.3 +72.7%
Energy and Environment 621.1 358.3 +73.3% 312.0 287.5 +8.5%
Other 76.7 ‐38.5 70.9 121.7 ‐41.8%
Spred's contribution 3,328.0 2,514.0 +32.4% 2,165.2 1,441.5 +50.2%

Consolidated turnover in the second quarter totalled 33.6 million euro (38.1 million euro). Compared to the same period of last year, quarterly evolution denoted a general improvement in turnover, with the exception of Resort Development, as a result of fewer sales deeds signed for residential units at troiaresort (2 in 2Q11 versus 9 in 2Q10), Selfrio's HVAC business where contribution fell due to increased market constraints, and Fitness, which continued last quarter's declining trend.

Consolidated turnover amounted to 64.0 million euro in the first half of the year, representing a 11% decrease compared to the same period of last year.

Resorts made up 5.8 million euro (11.5 million euro) of the half year consolidated turnover, reflecting:

  • Six sales deeds signed for residential units in troiaresort. Resort Development turnover in the period was 3.0 million euro, 6.3 million euro less than in the first half of 2010, when 16 sales deeds were signed;
  • An increase of 27% in turnover from Atlantic Ferries, to 2.0 million euro, favourably impacted by the opening of Casino de Tróia early this year and ticket price increases. Passenger traffic grew 24%, whilst vehicle traffic fell slightly by 3%;
  • Higher occupancy of the troiamarina (up 11.2 p.p.), aggressive marketing policies in troiagolf (green fees were up by 26%) and an increase in the number of customers at troiamarket. As a result, Resort Management's turnover increased by around 19% to 0.8 million euro.

The contribution from the Hotel business was slightly below last year's figure, at 5.5 million euro (5.6 million euro), basically due to lower food and beverage revenues in both the Porto Palácio Hotel and Aqualuz Tróia units, a widespread industry trend already evident in the last quarter:

  • Porto Palácio Hotel's turnover was 3.6 million euro (3.8 million euro), with the occupancy rate growing 3.9 p.p. and average daily revenue decreasing to 89.5 euro (92.2 euro);
  • Aqualuz Tróia units delivered turnover of 1.4 million euro, down 0.1 million euro, with the occupancy rate growing 3.2 p.p. and average daily revenue improving 8%, to 84.7 euro.;
  • Aqualuz Lagos performed positively, posting 12% growth in turnover, up to 0.4 million euro. The occupancy rate grew by 2.8 p.p. and average daily revenue was 5% below last year's figure, at 53.0 euro.

Fitness performance in the period was inevitably impacted by the VAT increase on sports activities and by additional pressures adversely impacting consumer spending. As a consequence, both retention rates and new membership contracts decreased in the period, leading to a 9.4% fall in turnover, which totalled 8.7 million euro.

Additional non‐core real estate asset sales explain the 25% growth in SC Assets' turnover, which totalled 4.4 million euro in the half year. Sales deeds for 2 City Flats apartments were signed in the period, compared to 4 in the first half of 2010.

Selfrio's contribution to consolidated turnover fell by around 1.3 million euro to 34.0 million euro. This fall was primarily due to the HVAC business, whose turnover fell by 2.9 million euro in the half year to 13.7 million euro. All other Selfrio businesses delivered growth, the highlight being international operations in Spain where turnover increased 62% to 2.9 million euro. Turnover's performance in the half year reflects the strategic focus on international expansion to offset the impact of falling demand in the Portuguese cold engineering and HVAC markets.

Energy and Environment turnover increased around 16% to 2.8 million euro, mostly driven by the cogeneration facility located in Maia Business Park.

Consolidated operational cash‐flow (EBITDA) for the second quarter of the year was 0.1 million euro, a decrease of 2.1 million euro, mainly explained by Resort Development (as a result of lower sales volume) and by Fitness (adversely impacted by the 5% VAT increase which was not passed on to customers, by the ramp up stage of the Gaia Health Club unit and by the fall in the number of members).

As a result of the above, consolidated operational cash‐flow (EBITDA) for the half year amounted to negative 3.3 million euro (positive 1.7 million euro). Resort Development showed the most significant decrease, down 4.0 million euro to negative 3.1 million euro, as a result of 10 fewer sales deeds being signed in the first half of 2011 compared to the same period of last year. The Fitness business' contribution to consolidated EBITDA continued to be positive, despite a 1.3 million euro fall to 0.7 million euro.

In Tourism, the main highlight has been the operational breakeven achieved by Atlantic Ferries in the second quarter of the year (0.2 million euro EBITDA contribution), although this was still not enough to achieve a positive contribution for the half year (negative 0.1 million euro). However, it bodes well for a positive performance during the remainder of the year. Hotels contribution to EBITDA increased by 4%, despite a fall in Food & Beverage revenues, reflecting the impact of the implementation of a leaner cost structure across the business.

The 20% growth in Selfrio's EBITDA, which totalled 2.6 million euro in the half year, reflects more favourable operational margins in some of the second quarter's projects.

EBITDA of the Energy and Environment businesses continued to increase compared to the same period of last year, as the cogeneration plant at the Maia Business Park enters cruising speed, achieving an EBITDA of 0.6 million euro, up 0.2 million euro. Performance in the remainder of the year should improve, following the beginning of operations in the new Colombo cogeneration facility in July.

No provisions and impairment losses were booked in the first half of 2011, which explains the deviation towards last year's 2.6 million euro, which included around 2.3 million euro million regarding provisions and impairment losses for real estate assets.

As anticipated, net financial expenses increased 30%, totalling 5.1 million euro for the half year. Increases in market interest rates and the increased cost from debt refinancing explain the deviation towards last year comparable figures.

Imosede Fund and TP (up to its disposal) were the main contributors to half year profits from associated undertakings, with 1.2 million euro and 1.5 million euro respectively.

The main component of investment income for the period, totalling 22.1 million euro (negative 0.5 million euro), was the 20.3 million euro capital gain from the sale of the Group's 50% shareholding in TP, which took place in June 2011. Adding up to this impact is the positive price adjustment from the sale of Choice Car as set out in the respective sale agreement.

Taking into account the impact of the above, net income for the period was 12.6 million euro (negative 5.5 million euro), which includes the impact of lower taxation.

3.2 Consolidated Balance Sheet

Values in 103 euro
30.06.2011 31.12.2010
Tangible and Intangible Assets 281,098.9 264,939.8 +6.1%
Goodwill 61,133.3 61,133.3 +0.0%
Non‐Current Investments 61,485.2 73,517.4 ‐16.4%
Other Non‐Current Assets 39,454.8 36,897.2 +6.9%
Stocks 210,074.9 229,782.6 ‐8.6%
Trade Debtors and Other Current Assets 54,247.5 61,697.0 ‐12.1%
Cash and Cash Equivalents 3,027.1 3,199.3 ‐5.4%
Total Assets 710,521.7 731,166.7 ‐2.8%
Total Equity attributable to Equity Holders of Sonae
Capital 340,641.2 326,914.8 +4.2%
Total Equity attributable to Non‐Controlling
Interests 8,725.0 12,454.8 ‐29.9%
Total Equity 349,366.2 339,369.6 +2.9%
Non‐Current Borrowings 185,360.0 151,893.4 +22.0%
Deferred Tax Liabilities 3,911.3 3,616.0 +8.2%
Other Non‐Current Liabilities 39,743.3 39,827.7 ‐0.2%
Non‐Current Liabilities 229,014.6 195,337.1 +17.2%
Current Borrowings 72,496.2 128,515.5 ‐43.6%
Trade Creditors and Other Current Liabilities 58,189.4 65,239.5 ‐10.8%
Provisions 1,455.2 2,704.9 ‐46.2%
Current Liabilities 132,140.9 196,460.0 ‐32.7%
Total Liabilities 361,155.5 391,797.1 ‐7.8%
Total Equity and Liabilities 710,521.7 731,166.7 ‐2.8%

3.2.1. Capex

Capex amounted to 8.6 million euro in the half year, 4.6 million euro of which accounted for in the second quarter of the year. The latter regards the completion of construction works of Aqualuz Events Centre (inaugurated on 29 April 2011) and the conclusion of the refurbishment works of Aqualuz troiario hotel unit, as well as the second tranche from progress in construction of the Colombo cogeneration facility (expected to be concluded during the third quarter of the year).

Major contributions to half year consolidated capex include 4.0 million euro at troiaresort, 3.5 million euro for Energy and Environment, 0.6 million euro for SC Assets (mostly regarding licenses) and 0.2 million euro for Fitness (mostly maintenance capex).

In the first half of 2011, Detailed Plans for Boure (Castelo de Paiva, Douro region), UNOP 4 (Tróia) and the revision of the Urbanisation Plan for the Tróia Peninsula were approved. Detailed plans regarding UNOPs 7 and 8 (Tróia), José Malhoa (Lisbon) and T4 (Mourão) were concluded and should be approved in the second half of the year.

3.2.2. Net Debt

The Group has successfully concluded its debt refinancing process in early June 2011. As at 30 June 2011, net debt was 254.8 million euro, 22.4 million euro down on the figure at 31 December 2010, reflecting the use of a significant portion of the proceeds from the sale of the shareholding in TP to reduce debt. Gearing was 72.9% as at 30 June 2011 (81.7% in 31 December 2010).

The forecasted repayment schedule of borrowings (in million euro), as at 30 June 2011, considering commitment periods regarding each financing operation, was as follows:

4. Individual Financial Statements

Sonae Capital, SGPS, SA, the holding company of the Group, posted a 58,887 euro net income, compared with 2,508,524 euro in the first half of the previous year. First half of 2010 results, amounting to 2,871,845 euro, included 2,871,845 euro from investment income arising from dividends paid by an associated company.

5. Own Shares

As at 30 June 2011, Sonae Capital, SGPS, SA had no treasury stock nor had it bought or sold own shares in the period.

Maia, 25 August 2011

Glossary

  • Average Daily Revenue = Lodging Revenues / Number of rooms sold.
  • Capex = Investment in Tangible and Intangible Assets.
  • Gearing = Net Debt / Equity.
  • HVAC = Heating, Ventilation and Air Conditioning.
  • Net Debt = Non Current Loans + Current Loans Cash and Cash Equivalents Current Investments.
  • Operational Cash‐Flow (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).
  • UNOP (Operational Planning Unit) = Planning and management operational units as specified in the Tróia Urbanisation Plan approved by the Portuguese Government Cabinet Resolution nr. 23/2000.

APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS 30 JUNE 2011

(Translation from the Portuguese Original)

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 2011 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, 25 August 2011

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

Álvaro Carmona e Costa Portela Maria Cláudia Teixeira de Azevedo Vice President of the Board of Directors Member of the Board of Directors

Paulo José Jubilado Soares de Pinho Member of the Board of Directors

GOVERNING BODIES

Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during the half year involving shares and other securities, as required by number 1, a) of article 9 of CMVM Regulation Nr. 5/2008:

Balance as at
Purchases Sales
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
Belmiro Mendes de Azevedo
Efanor Investimentos, SGPS, SA (1) 49,999,997
Sonae Capital, SGPS, SA (a) 838,862
Álvaro Carmona e Costa Portela (b)
Sonae Capital, SGPS, SA 16,603,242
Maria Cláudia Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1) 49,999,997
Linhacom, SGPS, SA (4) 99,996
Paulo José Jubilado Soares de Pinho (c)
Sonae Capital, SGPS, SA 20,775
Purchases Sales Balance as at
30.06.2011
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV (2) 2,000,000
Sonae, SGPS, SA (3) 659,650,000
(2) Pareuro, BV
Sonae Capital, SGPS, SA 50,000,000
(3) Sonae, SGPS, SA
Sonae Capital, SGPS, SA 16,600,000
(4) Linhacom, SGPS, SA
Sonae Capital, SGPS, SA 43,912

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

(b) Includes 16,600,000 shares owned by Sonae, SGPS, SA, company of which he is a Member of the Board of Directors.

(C) Includes 8,125 shares owned by Change Partners, SCR, SA, company of which he is a Member of the Board of Directors.

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 2011:

Shareholder Nr. of Shares % of Share
Capital
% of Voting
Rights
Efanor Investimentos, SGPS, S.A.
Directly Owned 88,859,200 35.544% 35.544%
Through Pareuro, BV (controlled by Efanor) 50,000,000 20.000% 20.000%
Through Sonae, SGPS, SA (controlled by Efanor) 16,600,000 6.640% 6.640%
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%
Banco BPI, S.A.
Through Fundos de Pensões do Banco BPI (controlled by Banco BPI) 5,000,000 2.000% 2.000%
Through BPI Vida ‐ Companhia de Seguros de Vida, S.A. (controlled by Banco BPI) 753,727 0.301% 0.301%
Total attributable 5,753,727 2.301% 2.301%
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%

TRANSACTIONS OF SECURITIES MADE BY PERSONS DISCHARGING MANAGERIAL RESPONSABILITIES AND THEIR CONNECTED PERSONS DURING THE 1ST HALF OF 2011

As required by number 6 article 14 of CMVM Regulation Nr. 5/2008, we inform that no person discharging managerial responsabilities nor their connected persons have carried out transactions of Sonae Capital's securities during the 1st Hal f of 2011.

CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2011

(Translation from the Portuguese Original)

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2011 AND 31 DECEMBER 2010

(Amounts expressed in euro)

30.06.2011 31.12.2010
Total Total
ASSETS Notes Operations Operations
NON‐CURRENT ASSETS:
Tangible assets 8 273,610,215 257,689,745
Intangible assets 8 7,488,694 7,250,028
Goodwill 9 61,133,327 61,133,327
Investments in associated companies 5 60,338,569 72,378,266
Other investments 6 and 10 1,146,648 1,139,123
Deferred tax assets 14 21,685,984 19,655,868
Other non‐current assets 11 17,768,777 17,241,368
Total Non‐Current Assets 443,172,214 436,487,724
CURRENT ASSETS:
Stocks 12 210,074,928 229,782,596
Trade account receivables and other current assets 13 54,247,462 61,697,035
Investments 10
Cash and cash equivalents 15 3,027,102 3,199,298
Total Current Assets 267,349,492 294,678,929
TOTAL ASSETS 710,521,706 731,166,653
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 250,000,000 250,000,000
Reserves and retained earnings 78,438,582 81,335,203
Profit/(Loss) for the year attributable to the equity holders of Sonae
Capital 12,202,648 (4,420,429)
Equity attributable to the equity holders of Sonae Capital 340,641,230 326,914,774
Equity attributable to non‐controlling interests 17 8,725,001 12,454,796
TOTAL EQUITY 349,366,231 339,369,570
LIABILITIES:
NON‐CURRENT LIABILITIES:
Bank Loans 18 185,360,008 151,893,406
Other non‐current liabilities 20 36,557,279 36,641,690
Deferred tax liabilities 14 3,911,349 3,616,046
Provisions 23 3,185,974 3,185,974
Total Non‐Current Liabilities 229,014,610 195,337,116
CURRENT LIABILITIES:
Bank Loans 18 72,496,200 128,515,512
Trade creditors and other current liabilities 22 58,189,449 65,239,546
Provisions 23 1,455,216 2,704,909
Total Current Liabilities 132,140,865 196,459,967
TOTAL LIABILITIES 361,155,475 391,797,083
TOTAL EQUITY AND LIABILITIES 710,521,706 731,166,653

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2011 AND 2010

(Amounts expressed in euro)

30.06.2011 30.06.2010
Notes Total
Operations
Total
Operations
Discontinued
Operations
Continued
Operations
Operational income
Sales 34,512,244 42,437,321 42,437,321
Services rendered 29,478,157 46,849,829 17,394,357 29,455,472
Other operational income 8 7,892,751 3,968,229 44,297 3,923,932
Total operational income 71,883,152 93,255,379 17,438,654 75,816,725
Operational expenses
Cost of goods sold and materials consumed (20,084,357) (17,355,191) 261 (17,355,452)
Changes in stocks of finished goods and work in progress (1,005,390) (5,209,174) (5,209,174)
External supplies and services (28,252,745) (43,406,203) (16,253,068) (27,153,135)
Staff costs (20,425,887) (22,453,403) (750,224) (21,703,179)
Depreciation and amortisation 8 (6,652,769) (6,845,965) (108,870) (6,737,095)
Provisions and impairment losses 8 (75,347) (2,594,184) (12,193) (2,581,991)
Other operational expenses (3,080,970) (2,131,835) (159,871) (1,971,964)
Total operational expenses (79,577,465) (99,995,955) (17,283,965) (82,711,990)
Operational profit/(loss) (7,694,313) (6,740,576) 154,689 (6,895,265)
Financial Expenses (5,772,635) (4,853,597) 3,194 (4,856,791)
Financial Income 651,809 907,308 1,727 905,581
Net financial expenses (5,120,826) (3,946,289) 4,921 (3,951,210)
Share of results of associated undertakings 5 2,750,918 1,505,425 1,505,425
Investment income 5 22,102,836 (477,837) (477,837)
Profit/(Loss) before taxation 12,038,615 (9,659,277) 159,610 (9,818,887)
Taxation 26 538,144 4,279,810 (16,407) 4,296,217
Profit/(Loss) for the year 27 12,576,759 (5,379,467) 143,203 (5,522,670)
Attributable to:
Equity holders of Sonae Capital 12,202,648 (5,426,249) 143,203 (5,569,452)
Non‐controlling interests 17 374,111 46,782 46,782
Profit/(Loss) per share
Basic
28 0.048811 (0.021705) 0.000573 (0.022278)
28 0.048811 (0.021705) 0.000573 (0.022278)
Diluted

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2 nd QUARTERS OF 2011 AND 2010

(Amounts expressed in euro)

nd Quarter 11 1
2nd Quarter 10 1
2
Notes
Operational income:
Sales
17,542,509
22,315,528
Services rendered
16,009,200
15,802,869
Other operational income
4,332,798
2,517,278
Total operational income
37,884,507
40,635,675
Operational expenses
Cost of goods sold and materials consumed
(10,771,775)
(10,595,457)
Changes in stocks of finished goods and work in progress
(491,179)
(2,112,652)
External supplies and services
(14,846,917)
(13,135,519)
Staff costs
(10,026,239)
(10,830,626)
Depreciation and amortisation
(3,372,386)
(3,427,716)
Provisions and impairment losses
(62,245)
(465,283)
Other operational expenses
(1,416,648)
(1,011,157)
Total operational expenses
(40,987,389)
(41,578,410)
Operational profit/(loss)
(3,102,882)
(942,735)
Financial Expenses
(3,120,681)
(2,194,928)
Financial Income
361,761
383,818
Net financial expenses
(2,758,920)
(1,811,110)
Share of results of associated undertakings
1,839,615
1,028,314
Investment income
20,409,511
126,670
Profit/(Loss) before taxation
16,387,324
(1,598,861)
Taxation
(560,511)
1,193,965
Profit/(Loss) for the period
15,826,813
(404,896)
Attributable to:
Equity holders of Sonae Capital
15,432,286
(462,984)
Non‐controlling interests
394,527
58,088
Profit/(Loss) per share
Basic
0.061729
(0.001852)
Diluted
0.061729
(0.001852)
Continued Operations

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2011 AND 2010

(Amounts expressed in euro)

30.06.2011 30.06.2010
Total
Operations
Total
Operations
Discontinued
Operations
Continued
Operations
Consolidated net profit/(loss) for the period 12,576,759 (5,379,467) 143,203 (5,522,670)
Exchange differences on translating foreign operations (21,851) 157,830 157,830
Share of other comprehensive income of associates and
joint ventures accounted for by the equity method (Note 5)
2,594,296 17,772 17,772
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives 545,767 (1,156,151) (1,156,151)
Other comprehensive income for the period 3,118,212 (980,549) (980,549)
Total comprehensive income for the period 15,694,971 (6,360,016) 143,203 (6,503,219)
Attributable to:
Equity holders of Sonae Capital 15,319,633 (6,438,400) 143,203 (6,581,603)
Non‐controlling interests 375,338 78,384 78,384

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2 nd QUARTERS OF 2011 AND 2010

(Amounts expressed in euro)

Total
Operations
nd Quarter 11 1
2
2nd Quarter 10 1
Consolidated net profit/(loss) for the period 15,826,813 (404,896)
Exchange differences on translating foreign operations 18,730 102,951
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
1,997,066 3,127
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives (369,999) (308,320)
Other comprehensive income for the period 1,645,797 (202,242)
Total comprehensive income for the period 17,472,610 (607,138)
Attributable to:
Equity holders of Sonae Capital
17,078,736 (688,874)
Non‐controlling interests 393,874 81,736

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.

CONSOLIDATED STATEMENTS OF CHANGES INEQUITY

FOR THE SIX MONTHS ENDED30 JUNE 2011 AND 2010

(Amounts expressed in Euro)

Oth
Dem
er R
Non
er Res
erg
s and
ese
rve
‐ Con
Sha
nsla
Val
Hed
Tra
tion Res
Fair
gin
Net Pro
re Cap
ue Res
g Res
ed Ear
Sub
al
al
lling Inte
al E
Not
Ret
ain
Tot
Tot
qui
tot
tro
ty
es
e (No
erv
fit/
(Lo
ss)
ital
erv
es
erv
es
erv
es
6)
te 1
nin
rest
gs
s
Bal
Ja
1
ry 2
010
250
,00
0,0
00
132
,63
8,2
53
(1,2
39,
053
)
(70
,85
3,3
20)
60,
545
,88
0
23,
074
,26
8
333
,62
0,1
48
11,
319
,24
1
344
,93
9,3
89
s at
anc
a
e
nua


al
lida
ted
hen
sive
inco
for
the
Tot
co
nso
c
om
pre
me
iod
(1,1
)
(1,0
)
(5,4
)
(6,4
)
(6,3
)
110
,48
1
40,
404
17,
772
12,
151
26,
249
38,
400
78,
384
60,
016
per



of p
rofi
t of
App
riat
ion
200
9
rop
(23
68)
Tra
nsfe
le
l re
and
ine
d e
ings
23,
074
,26
8
23,
074
,26
8
,07
4,2
to
reta
r
ga
ser
ves
arn








Div
ide
nds











Oth
ch
(2,1
10)
196
,48
0
196
,48
0
196
,48
0
194
,37
0
er
ang
es






Bal
(1,1
)
(1,1
)
(47
00)
(5,4
)
30
Ju
201
0
250
,00
0,0
00
132
,63
8,2
53
28,
572
40,
404
,56
4,8
82,
804
,47
7
26,
249
327
,37
8,2
28
11,
395
,51
5
338
,77
3,7
43
s at
anc
a
e
ne

Bal
(1,1
)
(85
80)
(49
76)
(4,4
)
Ja
1
ry 2
011
250
,00
0,0
00
132
,63
8,2
53
29,
394
4,8
,31
8,7
81,
335
,20
3
20,
429
326
,91
4,7
74
12,4
54,
796
339
,36
9,5
70
s at
anc
a
e
nua

al
lida
ted
hen
for
the
Tot
sive
inco
co
nso
c
om
pre
me
iod
(15
6)
,29
537
,98
5
2,5
94,
296
3,1
16,
985
12,
202
,64
8
15,
319
,63
3
375
,33
8
15,
694
,97
1
per



App
riat
ion
of p
rofi
t of
201
0
rop
nsfe
le
l re
and
ine
d e
ings
(4,4
20,
429
)
(4,4
20,
429
)
20,
429
Tra
to
reta
4,4
r
ga
ser
ves
arn








Cha
the
f ca
l he
ld i
ffili
d c
(1,5
)
(1,5
)
(1,5
)
(4,1
)
(5,6
)
s in
pita
ies
96,
425
96,
425
96,
425
03,
273
99,
698
tag
ate
nge
per
cen
e o
n a
om
pan






Oth
ch
(1,8
60)
3,2
48
3,2
48
3,2
48
1,3
88
er
ang
es






(1,1
)
(31
95)
(52
86)
Bal
30
Ju
201
1
250
,00
0,0
00
132
,63
8,2
53
44,
690
6,8
,73
8,0
78,
438
,58
2
12,
202
,64
8
340
,64
1,2
30
8,7
25,
001
349
,36
6,2
31
s at
anc
a
e
ne
ribu
tab
le
qui
old
of S
api
tal
Att
to
E
ty H
e C
ers
ona

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 2011 AND 2010

(Amounts expressed in Euro)

Notes 30.06.2011 30.06.2010 2nd quarter 11 1 2nd quarter 10 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors 70,638,901 92,397,975 31,475,429 42,754,154
Cash receipts from trade creditors (48,864,713) (79,722,065) (20,001,993) (40,382,240)
Cash paid to employees (19,812,602) (22,411,146) (10,779,971) (11,643,884)
Cash flow generated by operations 1,961,586 (9,735,236) 693,465 (9,271,970)
Income taxes (paid) / received (1,611,667) (4,817,054) (646,017) (4,131,044)
Other cash receipts and (payments) relating to operating activities (2,496,822) 2,870,382 (1,951,032) 4,767,729
Net cash flow from operating activities (1) (2,146,903) (11,681,908) (1,903,584) (8,635,285)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 40,910,953 388,548 38,410,953 25,001
Tangible assets 635,984 1,194,346 332,597 456,185
Interest and similar income 214,969 142,019 145,432 (500,457)
Loans granted 96,856 11,401,460 9,343,505
Dividends 149,502 228,233 149,502 201,747
42,008,264 13,354,606 39,038,484 9,525,981
Cash Payments arising from:
Investments (6,027,865) (976,574) (23,721) (357,728)
Tangible assets (7,123,615) (2,978,357) (3,800,769) (1,238,063)
Intangible assets (396,797) (31,275) (374,562) (3,145)
Loans granted (12,000) 3,250,000
(13,548,277) (3,998,206) (949,052) (1,598,936)
Net cash used in investment activities (2) 28,459,987 9,356,400 38,089,432 7,927,045
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 48,979,969 9,644,246 34,616,106 2,407,616
48,979,969 9,644,246 34,616,106 2,407,616
Cash Payments arising from:
Loans obtained (70,362,507) (2,366,343) (69,045,474) (2,080,998)
Interest and similar charges (5,441,259) (3,421,888) (3,148,542) (162,873)
Others (292,784) 522,738
(75,803,766) (6,081,015) (72,194,016) (1,721,133)
Net cash used in financing activities (3) (26,823,797) 3,563,231 (37,577,910) 686,483
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (510,713) 1,237,723 (1,392,062) (21,757)
Effect of foreign exchange rate (2,397) (37,103) (2,488) (21,016)
Cash and cash equivalents at the beginning of the period 15 2,497,210 1,943,023 3,378,468 3,218,590
Cash and cash equivalents at the end of the period 15 1,988,894 3,217,849 1,988,894 3,217,849

The accompanying notes are part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2011

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

(Amounts expressed in euro)

1. INTRODUCTION

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

Sonae Capital's business portfolio was reorganized according to its strategic objective, set on the development of three distinct and autonomous business areas:

  • The first business area, headed by Sonae Turismo, SGPS, SA, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels with an integrated offer of services (SPA, congress/events centre and food court), and in health and fitness, through management of health clubs;
  • The second business area, headed by SC Assets, SGPS, SA, is focused on investment and management of real estate property, comprising the ownership and management of real estate assets for the development of both tourism resorts and residential property, and services regarding land and buildings, among which management of leased buildings, technical management of buildings and condominium management;
  • The third business area, headed by Spred, SGPS, SA, includes shareholdings in different areas: refrigeration, air conditioning and maintenance; energy and environment (engineering services related to sustainable building and energy services to industries), and; financial shareholdings in wholly owned companies of smaller size and in relevant companies.

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2010.

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

Changes in accounting standards, interpretations, amendments and revisions issued with mandatory application to periods beginning on or after 1 January 2011, did not lead to significant impacts on the financial statements for 30 June 2011.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2011 and 31 December 2010, are as follows:

Percentage of capital held
30 June 2011 31 December 2010
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%
1) Atlantic Ferries – Traf. Loc. Flu. e Marit., SA a) Grândola 80.00% 80.00% 80.00% 80.00%
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%
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) Málaga (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) Amesterdam
(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%
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) Porto 100.00% 100.00% 100.00% 100.00%
Cinclus Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 87.74%
Country Club da Maia‐Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Espimaia, SGPS, SA a) Porto 100.00% 100.00%
Imobiliária da Cacela, SA a) Matosinhos 100.00% 100.00% 100.00% 87.74%
Imoclub‐Serviços Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imodivor ‐ Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 87.74%
Imoferro‐Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imohotel‐Emp.Turist.Imobiliários, SA a) Matosinhos 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) Matosinhos 100.00% 100.00% 100.00% 100.00%
Implantação – Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 87.74%
Porturbe‐Edificios e Urbanizações, SA a) Maia 100.00% 100.00% 100.00% 87.74%
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) Porto 100.00% 100.00% 100.00% 100.00%
Prédios Privados Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Predisedas‐Predial das Sedas, SA a) Matosinhos 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) Amesterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Soira‐Soc.Imobiliária de Ramalde, SA a) Porto 100.00% 100.00% 100.00% 87.74%
Sótaqua

Soc.
de
Empreendimentos
Turísticos, SA
a) Maia 100.00% 100.00% 100.00% 87.74%
Spinveste ‐ Promoção Imobiliária, SA a) Porto 100.00% 100.00% 87.74% 87.74%
Spinveste‐Gestão Imobiliária SGII, SA a) Porto 100.00% 100.00% 87.74% 87.74%
Torre São Gabriel‐Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Urbisedas‐Imobiliária das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Venda Aluga‐Sociedade Imobiliária, 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%
World Trade Center Porto, 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‐Serviços Partilhados, SA a) Maia 100.00% 70.00% 100.00% 70.00%
Invsaúde – Gestão Hospitalar, SA a) Maia 100.00% 50.00% 100.00% 50.00%
3) 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%
Selfrio, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Selfrio‐Engenharia do Frio, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sistavac‐Sist.Aquecimento,V.Ar C., 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%
SMP‐Serv. de Manutenção Planeamento, SA a) Matosinhos 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%
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%
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) Amesterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights

1) Company included in Spred segment in 2010

2) Company acquired in the period

3) Company included in Tourism segment in 2010

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 2011 and 31 December 2010 are as follows:

Percentage of capital held
30 June 2011 31 December 2010 Book Value
31 December
Company Head Office Direct Total Direct Total 30 June 2011 2010
Tourism
Andar ‐ Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 871,058 942,174
Sociedade
de
Construções
do
Chile, SA
Lisbon 100.00% 50.00% 100.00% 50.00%
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 45.45% 45.45% 45.45% 45.45% 56,376,573 55,156,588
Sociedade Imobiliária Tróia ‐ B3, SA Grândola 20.00% 20.00% 20.00% 20.00% 436,153 438,004
Vastgoed
One

Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 100.00% 50.00%
Vastgoed
Sun

Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 100.00% 50.00%
Spred
1) Cinclus‐Plan.
e
Gestão
de
Projectos, SA
Porto 25.00% 25.00% 606,678
Lidergraf ‐ Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 24.50% 24.50% 447,061 489,822
Norscut ‐ Concessionária de Scut
Interior Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00% 2,154,424 742,338
Operscut

Operação
e
Manutenção de Auto‐estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Sodesa, SA Lisbon 50.00% 50.00% 50.00% 50.00% 29,300 10,548
1) TP ‐ Sociedade Térmica, SA Porto 50.00% 50.00% 13,968,114
Total 60,338,569 72,378,266

1) Company sold in the period

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 2011 and 31 December 2010, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

30 June 2011 31 December 2010
Total Assets 834,976,520 987,199,563
Total Liabilities 655,887,216 784,329,964
Income 59,290,619 178,412,566
Expenses 55,883,730 161,303,622

During the periods ended 30 June 2011 and 2010, movements in investments in associated companies may be summarized as follows:

30 June 2011 30 June 2010
Opening balance as at 1 January 72,378,266 69,233,729
Acquisitions in the period 172,712 52,380
Impairments in the period (592,817)
Disposals in the period (17,557,623)
Equity method 5,345,214 1,523,198
Dividends received (26,486)
Transfers
Closing balance as at 30 June 60,338,569 70,190,004
Consolidation differences transferred to investments
60,338,569 70,190,004

The use of the equity method had the following impacts: 2,750,918 euro was recorded in share of results of associated undertakings (1,505,425 euro at 30 June 2010) and 2,594,296 euro of other changes recorded in reserves (17,772 euro at 30 June 2010).

The impact in investment income of the sale of the shareholdings in TP – Sociedade Térmica, S.A. and Cinclus – Planeamento e Gestão de Projectos, S.A. was 20,953,335 euro.

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 2011 and 31 December 2010 are made up as follows:

Percentage of capital held
30 June 2011 31 December 2010
Company Reason
for
exclusion
Head
Office
Direct Total Direct Total 30 June 2011 31 December
2010
Tourism
Delphinus – Soc. de Tur. e
Div. de Tróia, SA
a) Grândola 79.00% 79.00% 79.00% 79.00%
Infratroia – Emp. De Infraest.
De Troia, E.N.
a) Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Spidouro S.P.E.I. Douro e
Trás‐os‐Montes, SA
Vila Real 8,30% 8,30% 8,30% 8,30%
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
Spinarq – Engenharia,
Energia e Ambiente, SA
a) Luanda 99.90% 99.90% 99.90% 99.90% 191,507 191,507
Other investments 479,231 471,705
Total (Note 10) 1,146,648 1,139,122

a) Subsidiary incorporated in the period for which, at the date of these financial statements, there is not enough financial information regarding the current period.

Nil balances shown above, result from deduction of impairment losses.

7. CHANGES TO THE CONSOLIDATION PERIMETER

Additions

Percentage of capital held
At acquisition date
Company Head Office Direct
Total
SC Assets
Espimaia, SGPS, SA Porto 100.00% 100.00%

The above acquisition had the following impact in the consolidated financial statements as at 30 June 2011:

Acquisition Date 30 June 2011
Net assets acquired
Investments 5,000,000
Other assets 117,858 119,205
Cash and cash equivalents 2,033 234
Other liabilities (1,085) (500)
5,118,806 118,939
Equity 699,696
Acquisition price 5,818,502
Payments made 5,818,502
Net cash flow from the acquisition
Payments made 5,818,502
Cash and equivalents acquired (2,033)
5,816,469

8. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the six months period ended 30 June 2011, movements in tangible and intangible fixed assets, as well as in amortization 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 2011 200,519,144 126,961,058 3,463,524 13,774,203 344,717,929
Changes in consolidation perimeter - - - - -
Capital expenditure 92,117 94,889 8,413 8,051,650 8,247,069
Disposals (825,203) (15,543) (1,149,840) (160) (1,990,746)
Exchange rate effect (5,798) (1,302) (1,186) - (8,286)
Transfers 13,897,165 2,876,634 75,860 (1,841,624) 15,008,035
Closing balance as at 30 June 2011 213,677,425 129,915,736 2,396,771 19,984,069 365,974,001
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2011 44,334,203 40,050,694 2,643,287 - 87,028,184
Changes in consolidation perimeter - - - - -
Charges for the period 1) 1,682,205 4,763,211 39,805 - 6,485,221
Disposals 2) (388,071) (23,278) (705,834) - (1,117,183)
Exchange rate effect (1,536) (871) (782) - (3,189)
Transfers - (29,247) - - (29,247)
Closing balance as at 30 June 2011 45,626,801 44,760,509 1,976,476 - 92,363,786
Carrying amount as at 1 January 2011 156,184,941 86,910,364 820,237 13,774,203 257,689,745
Carrying amount as at 30 June 2011 168,050,624 85,155,227 420,295 19,984,069 273,610,215

1) Include impairment losses of 13,102 euro.

2) Include reversal of impairment losses of 9,797 euro, recorded as other operational income.

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

30 June 2011
Tróia 9,485,719
Cogeneration Project Integrum Colombo 5,423,491
Ecoresort Project (Tróia) 2,166,269
Boavista Complex refurbishment 1,387,334
Others 1,521,256
19,984,069
Intangible Assets
Patents and Other Intangible Total
other similar Software Intangible Assets in Intangible
rights Assets progress Assets
Gross Cost:
Opening balance as at 1 January 2011 7,441,756 2,649,462 8,202 36,788 10,136,208
Changes in consolidation perimeter
Capital expenditure 336,467 20,198 46,321 402,986
Disposals (489) (489)
Exchange rate effect (404) (404)
Transfers 17,297 68,245 (48,682) 36,860
Closing balance as at 30 June 2011 7,795,031 2,737,501 8,202 34,427 10,575,161
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2011 836,125 2,041,853 8,202 2,886,180
Changes in consolidation perimeter
Charges for the period 87,885 92,765 180,650
Disposals (489) (489)
Exchange rate effect (238) (238)
Transfers 4 20,360 20,364
Closing balance as at 30 June 2011 923,525 2,154,740 8,202 3,086,467
Carrying amount as at 1 January 2011 6,605,631 607,609 36,788 7,250,028
Carrying amount as at 30 June 2011 6,871,506 582,761 34,427 7,488,694

9. GOODWILL

During the six months period ended 30 June 2011, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 June 2011
Gross amount:
Opening balance 62,434,923
Increases ‐ acquisition of affiliated companies
Closing balance 62,434,923
Accumulated impairment losses:
Opening balance 1,301,596
Increases
Decreases
Closing balance 1,301,596
Total Operations 61,133,327

10. INVESTMENTS

As at 30 June 2011 this caption can be detailed as follows:

30 June 2011
Non‐current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,324,249
Acquisitions in the period 7,526
Disposals in the period
Transfers
Changes in consolidation perimeter
Closing balance as at 30 June 8,331,775
Accumulated impairment losses (Note 23) (7,707,935)
623,840
Investments held for sale
Fair value as at 1 January 651,807
Acquisitions in the period
Disposals in the period
Increase/(Decrease) in fair value
Transfers
Fair value as at 31 December 651,807
Accumulated impairment losses (Note 23) (128,999)
Fair value (net of impairment losses) as at 30 June 522,808
Other Investments (Note 6) 1,146,648
Derivatives
Fair value as at 1 January
Acquisitions in the period
Disposals in the period
Increase/(Decrease) in fair value
Fair value as at 30 June
1,146,648

Investments in group companies, jointly controlled companies or associated companies excluded from consolidation and investments held for sale 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.

11. OTHER NON‐CURRENT ASSETS

As at 30 June 2011 and 31 December 2010, other non‐current assets are detailed as follows:

30 June 2011 31 December
2010
Loans granted to related parties
Norscut ‐ Concessionária de Scut Interior Norte, SA 15,689,170 15,222,745
Others 89,916 89,916
15,779,086 15,312,661
Impairment losses (Note 23) (34,916) (34,916)
15,744,170 15,277,745
Trade accounts receivable and other debtors
Impairment losses (Note 23)
2,024,607
1,963,623
2,024,607 1,963,623
Other non current assets 17,768,777 17,241,368

12. STOCKS

Stocks as at 30 June 2011 and 31 December 2010 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2011 31 December 2010
of which Real of which Real
Total Estate Total Estate
Developments Developments
Raw materials, by‐products and consumables 1,046,087 970,130
Goods for sale 31,367,907 29,249,899 46,410,044 44,141,062
Finished goods 98,503,803 98,503,803 118,169,443 118,169,444
Work in progress 85,920,501 81,343,684 71,891,012 68,202,152
Payments on account 68,459 68,459
216,906,758 209,097,386 237,509,088 230,512,658
Accumulated impairment losses on stocks (Note 23) (6,831,830) (6,763,370) (7,726,492) (7,658,033)
Stocks 210,074,928 202,334,016 229,782,596 222,854,625

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2011 and 31 December 2010, trade accounts receivable and other current assets are detailed as follows:

30 June 2011 31 December 2010
Trade accounts receivable 32,409,854 40,387,089
Taxes recoverable 14,002,567 12,781,799
Loans granted to and other amounts to be received from related parties
Sit B3 2,559,886 2,559,886
TP - -
Others 20,991 152,997
2,580,877 2,712,883
Other current assets
Suppliers with a debtor balance 1,179,484 817,490
Other debtors 9,180,376 9,704,647
Accounts receivable from the sale of financial investments 24,146,339 25,546,339
Accounts receivable from the sale of tangible assets 14,560 17,824
Interest receivable 473,274 506,646
Deferred costs - Rents 219,140 141,923
Deferred costs - External supplies and services 833,256 698,899
Other current assets 1,373,557 655,536
37,419,986 38,089,304
Accumulated impairment losses (Note 23) (32,165,822) (32,274,040)
Trade accounts receivable and other current assets 54,247,462 61,697,035

14. DEFERRED TAXES

Deferred tax Assets and Liabilities as at 30 June 2011 and 31 December 2010, split between the different types of temporary differences, can be detailed as follows:

Deferred tax assets Deferred tax liabilities
30 June 2011 31 December
2010
30 June 2011 31 December
2010
Amortization and Depreciation harmonization
adjustments 1,594,578 1,498,863 1,798,829 1,469,476
Provisions and impairment losses of non‐tax
deductible
2,968,827 2,965,355
Write off of tangible and intangible assets 1,108,004 1,219,269
Write off of accruals 500,759 547,186
Revaluation of tangible assets 549,896 558,354
Tax losses carried forward 15,402,548 13,413,700
Write off of stocks 1,121,271 1,128,591
Others 111,268 11,495 441,353 459,625
21,685,984 19,655,868 3,911,349 3,616,046

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2011 and 31 December 2010, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2011 31 December 2010
Tax losses carried
forward
Deferred tax
assets
Time
limit
Tax losses
carried forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2005 3,863,667 965,917 2011 3,809,015 952,254 2011
Generated in 2006 6,694,276 1,673,569 2012 6,879,972 1,719,993 2012
Generated in 2007 2,832,608 708,152 2013 2,832,608 708,152 2013
Generated in 2008 7,747,724 1,936,931 2014 7,747,724 1,936,931 2014
Generated in 2009 11,043,066 2,760,767 2015 11,338,921 2,834,730 2015
Generated in 2010 19,213,561 4,803,391 2014 20,705,765 5,176,440 2014
Generated in 2011 9,830,221 2,457,555 2015 2015
61,225,122 15,306,281 53,314,005 13,328,501
With a time limit different
from the above mentioned
385,486 96,267 340,859 85,199
61,610,608 15,402,548 53,654,864 13,413,700

As at 30 June 2011 and 31 December 2010, 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.

30 June 2011 31 December 2010
Tax losses
carried forward
Tax Credit Time
limit
Tax losses
carried forward
Tax Credit Time
limit
With limited time use
Generated in 2005 5,192,860 1,298,214 2011 5,238,537 1,309,633 2011
Generated in 2006 9,978,973 2,494,745 2012 10,739,887 2,684,974 2012
Generated in 2007 17,638,591 4,409,647 2013 18,591,477 4,647,869 2013
Generated in 2008 31,360,974 7,840,245 2014 31,452,195 7,863,050 2014
Generated in 2009 48,718,257 12,179,564 2015 52,127,358 13,031,839 2015
Generated in 2010 17,996,774 4,499,195 2014 18,374,162 4,593,540 2014
Generated in 2011 9,770,243 2,442,560 2015 2015
140,656,671 35,164,170 136,523,615 34,130,906
Without limited time use 1,186,715 395,532 1,186,715 395,532
With a time limit different from
the above mentioned
18,501,831 5,332,777 20,982,690 5,802,011
19,688,546 5,728,309 22,169,405 6,197,543
160,345,217 40,892,479 158,693,020 40,328,449

As at 30 June 2011, tax losses carried forward amounting to 160,345,217 euro (158,693,020 euro as at 31 December 2010), have not originated deferred tax assets for prudential reasons:

15. CASH AND CASH EQUIVALENTS

As at 30 June 2011 and 31 December 2010, Cash and Cash equivalents can be detailed as follows:

30 June 2011 31 December 2010
Cash at hand 177,634 236,316
Bank deposits 2,849,468 2,962,982
Treasury applications
Cash and cash equivalents on the balance sheet 3,027,102 3,199,298
Bank overdrafts (Note 18) (538,208) (202,088)
Guarantee deposit (500,000) (500,000)
Cash and cash equivalents in the statement of
cash‐flows
1,988,894 2,497,210

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

16. 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.

17. NON‐CONTROLLING INTERESTS

Movements in non‐controlling interests in the periods ended 30 June 2011 and 31 December 2010 are as follows:

30 June 2011 31 December 2010
Opening balance as at 1 January 12,454,796 11,319,241
Changes in percentage by acquisition / increase capital 310,000
Changes in hedging reserves 7,782 (9,033)
Changes in the percentage of capital held in affiliated companies (4,103,273)
Changes resulting from currency translation (6,555) 46,997
Others (1,860) (12,677)
Profit for the period attributable to minority interests 374,111 800,268
Closing balance as at 30 June 8,725,001 12,454,796

18. BORROWINGS

As at 30 June 2011 and 31 December 2010, Borrowings are made up as follows:

30 June 2011 31 December 2010
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 e) 16,250,000 4,000,000 12,250,000 Dec/2013
Sonae Capital SGPS ‐ commercial paper b) 11,900,000 22,000,000 Mar/2018
Sonae Capital SGPS ‐ commercial paper c) d) i) 32,100,000 59,700,000 Aug/2011
Sonae Capital SGPS ‐ commercial paper d) 36,600,000 Aug/2011
Sonae Capital SGPS ‐ commercial paper f) 3,700,000 Feb/2016
Sonae Capital SGPS ‐ commercial paper g) 3,000,000 Jun/2016
Selfrio Engenharia ‐ commercial paper 1,400,000 1,400,000 700,000 May/2012
Sonae Capital SGPS h) 35,000,000 Jun/2017
Up‐front fees (498,527) (34,211)
Others 94,143 132,844
68,444,143 64,501,473 123,832,844 42,915,789
Bank overdrafts (Note 15) 538,208 202,088
Bank loans 68,982,351 64,501,473 124,034,932 42,915,789
Bond Loans
Sonae Capital 2007/2012 Bonds 30,000,000 30,000,000 Dec/2012
Sonae Capital 2011/2016 Bonds 10,000,000 Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds 50,000,000 50,000,000 Mar/2018
Up‐front fees (563,700) (593,681)
Bond Loans 89,436,300 79,406,319
Other loans 487,640 3,521,215 1,001,327 2,986,459
Derivatives (Note 19) 9,134 481,055 1,077,097
Obligations under finance leases 3,017,075 27,553,347 3,479,253 25,636,993
Up‐front fees on finance leases (133,382) (129,251)
72,496,200 185,360,008 128,515,512 151,893,406

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.

c) Sonae Turismo, SGPS, SA is a co-guarantor in this loan.

d) Commercial paper programme, issued on 29 August 2009 and valid up to 29 August 2011.

e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.

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

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

h) Bank loan secured by mortgages on real state, issued on 2 June 2011 and for a 6 year period, with annual repayments.

i) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to 29 August 2016.

As at 30 June 2011, Bond loans 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.
  • 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.
  • 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.

The interest rate on bonds in force on 30 June 2011 was on average 3.56%.

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 subsidies to affiliated undertakings, which do not bear interest.

The repayment schedule of the nominal value of borrowings (includes finance leasing creditors) may be summarized as follows:

30 June 2011 31 December 2010
Nominal value Interest Nominal value Interest
N+1 a) 72,487,067 7,474,918 128,515,511 5,703,005
N+2 65,174,060 6,718,275 37,457,919 3,234,236
N+3 10,346,383 4,927,538 41,255,250 2,020,753
N+4 10,360,541 4,148,185 3,051,392 1,538,673
N+5 20,929,965 3,544,152 3,025,754 1,480,122
After N+5 79,263,613 4,613,836 66,783,138 2,503,818
258,561,629 31,426,905 280,088,964 16,480,607

a) Of the total amount maturing in N +1, 85% concerns to commercial paper taken under lines of credit with commitment exceeding one year.

19. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 June 2011 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 490,189 euro is recorded as liabilities. As at 30 June 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.

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 2011 31 December
2010
30 June 2011 31 December
2010
Non‐Hedge accounting derivatives
Interest rate
Hedge accounting derivatives
Interest rate 490,189 1,077,097
Other derivatives
490,189 1,077,097

20. OTHER NON‐CURRENT LIABILITIES

As at 30 June 2011 and 31 December 2010 other non‐current liabilities can be detailed as follows:

30 June 2011 31 December 2010
Loans and other amounts payable to related
parties
Plaza Mayor Parque de Ocio, SA 2,249,688 2,252,251
Others 1,098,000 1,098,000
3,347,688 3,350,251
Other creditors
Creditors in the restructuring process of
Torralta
Fixed assets suppliers
Others
30,141,463

30,141,463

3,999
30,141,463 30,145,462
Deferred income 3,068,128 3,145,977
Pension fund responsibilities
Other non‐current liabilities 36,557,279 36,641,690

Other creditors include 30,141,463 euro payable to creditors of an affiliated undertaking under the terms of a judicial restructuring process. The court decision dated 27 November 1997 (which confirms the terms approved in the creditors meeting of 23 September 1997) states that these credits will be payable 50 years from the date that the decision was confirmed (30 January 2003).

21. SHARE‐BASED PAYMENTS

In 2011 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA (until 2007 in the form of shares of Sonae, 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. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.

As at 30 June 2011 and December 2010, the market value of total liabilities arising from share‐based payments, which have not yet vested, may be summarized as follows:

Number of Fair Value
Year of grant Vesting year participants 30 June 2011 31 December 2010
Shares
2008 2011 3 34,015
2009 2012 3 86,173 141,664
2010 2013 4 88,420 145,478
2011 2014 3 126,480
Total 301,073 321,157

As at 30 June 2011 and December 2010, 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 2011 31 December 2010
Other non‐current liabilities 76,890 142,935
Other current liabilities 92,074 34,015
Reserves 143,765 293,939
Staff Costs 25,199 (116,989)

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2011 and December 2010 trade accounts payable and other current liabilities can be detailed as follows:

30 June 2011 31 December 2010
Trade creditors 21,462,136 26,672,579
Loans granted by and other payables to related parties 107,760 202,241
Other current liabilities
Fixed assets suppliers 2,162,850 1,299,229
Advances from customers and down payments 2,981,094 2,166,714
Other creditors 1,232,170 1,193,755
Taxes and contributions payable 3,723,751 5,975,560
Staff costs 6,585,855 6,271,783
Amounts invoiced for works not yet completed 6,284,353 8,078,357
Other external supplies and services 5,209,187 4,838,872
Interest payable 1,411,727 608,832
Expenses with construction contracts 532,787 970,584
Investment aid 1,742,424 1,757,658
Other liabilities 4,753,355 5,203,381
36,619,553 38,364,725
Trade accounts payable and other current liabilities 58,189,449 65,239,545

23. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2011 were as follows:

Captions Balance as at 1
January 2011
Increases Decreases Balance as at 30
June 2011
Accumulated impairment losses on:
Other Investments (Notes 5 and 10) 7,868,877 7,868,877
Other non‐current assets (Note 11) 34,916 34,916
Trade accounts receivable (Note 13) 4,367,254 51,472 (170,465) 4,248,261
Other current debtors (Note 13) 27,906,786 10,775 27,917,561
Stocks (Note 12) 7,726,492 30,911 (925,573) 6,831,830
Non‐current provisions 3,185,975 (1) 3,185,974
Current provisions 2,704,909 (1,249,693) 1,455,216
53,795,209 93,158 (2,345,732) 51,542,635

As at 30 June 2011 and 31 December 2010, detail of other provisions was as follows:

30 June 2011 31 December 2010
Judicial claims 1,707,327 2,887,019
Others 2,933,863 3,003,864
4,641,190 5,890,883

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

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2011 and 31 December 2010 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2011 31 December 2010
Guarantees given:
on VAT reimbursements 54,937 1,295,000
on tax claims 2,911,171 2,702,720
on judicial claims 1,897,406
on municipal claims 3,700,394 3,175,168
Others 16,991,551 17,976,743

Other includes the following guarantees:

6,779,748 euro (7,766,329 euro as at 31 December 2010) of guarantees on construction works given to clients;

8,643,393 euro (same amount as at 31 December 2010) of guarantees given concerning building permits in the Tourism business.

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

25. RELATED PARTIES

Balances and transactions during the periods ended 30 June 2011 and 2010 with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2011 30 June 2010 30 June 2011 30 June 2010
Parent company and group companies excluded from consolidation (a) 115
Associated companies 346,903 754,799 268,222 266,218
Other partners in Group companies 14,044,419 27,405,220 3,098,374 3,384,636
14,391,322 28,160,019 3,366,711 3,650,854
Interest income Interest expenses
Transactions 30 June 2011 30 June 2010 30 June 2011 30 June 2010
Parent company and group companies excluded from consolidation (a)
Associated companies 473,645 716,803
Other partners in Group companies 1,645 73,240 76,980
473,645 718,448 73,240 76,980
Accounts receivable Accounts payable
Balances 30 June 2011 31 December
2010
30 June 2011 31 December
2010
Parent company and group companies excluded from consolidation (a) 942 212 115
Associated companies 607,894 562,039 51,644 24,598
Other partners in Group companies 9,782,342 15,874,001 4,457,611 5,346,467
10,391,178 16,436,040 4,509,467 5,371,180
Loans obtained Loans granted
Balances 30 June 2011 31 December
2010
30 June 2011 31 December
2010
Parent company and group companies excluded from consolidation (a)
Associated companies 15,689,170 15,569,601
Other partners in Group companies 2,249,688 2,252,251
2,249,688 2,252,251 15,689,170 15,569,601

(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are Included under Other partners in Group companies.

26. TAXATION

Income tax for the six months periods ended 30 June 2011 and 2010 was made up as follows:

30 June 2011 30 June 2010
Current tax 1,196,681 1,850,483
Deferred tax (1,734,825) (6,130,293)
(538,144) (4,279,810)

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2011 and 2010, the reconciliation of consolidated net profit can be analyzed as follows:

30 June 2011 30 June 2010
Aggregate net profit 26,735,588 3,861,194
Harmonization adjustments (583,713) 1,997,209
Elimination of intragroup dividends (7,417,837) (45,114,978)
Share of gains/(losses) of associated undertakings 2,750,918 1,478,939
Elimination of intragroup capital gains/(losses) 27,251,640
Elimination of intragroup impairment 830,911 (6,158,467)
Reversal of impairment losses 3,457,708
Adjustments of gains/(losses) of financial shareholdings
sale
(9,747,196) 7,816,779
Others 8,088 30,509
Consolidated net profit for the year 12,576,759 (5,379,467)

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2011 and 2010 were calculated taking into consideration the following amounts:

30 June 2011 30 June 2010
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period )
12,202,648 (5,426,249)
Effect of dilutive potential shares
Interest related to convertible bonds (net of tax)


Net
profit
taken
into
consideration
to
calculate
diluted earnings per share
12,202,648 (5,426,249)
Number of shares
Weighted
average
number
of
shares
used
to
calculated basic earnings per share
Effect of dilutive potential ordinary shares from
convertible bonds
250,000,000
250,000,000
Weighted
average
number
of
shares
used
to
calculated diluted earnings per share
250,000,000 250,000,000
Earnings per share (basic and diluted) 0.048811 (0.021705)

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

29. SEGMENT INFORMATION

In the periods ended 30 June 2011 and 2010, the following were identified as segments:

  • Sonae Turismo:
  • ‐ Tourism Operations
  • ‐ Atlantic Ferries
  • ‐Other
  • SC Assets:
  • ‐ Residential Development
  • ‐ Other Real Estate Assets
  • ‐ Other
  • Spred:
  • ‐ Selfrio Group
  • ‐ Other
  • Holding and Others

No secondary business segments were disclosed since Group activities are almost all carried out in Portugal. Foreign activities are not significant enough to justify disclosure of a different geographical segment.

The contributionof the business segments to the income statement for the six months periods ended on 30 June 2011 and 2010 can be detailed as follows:

30 J
201
1
une
Pro
fit &
Lo
Acc
t
ss
oun
Tou
rism
Ope
ratio
ns
Atla
ntic Ferr
ies
Oth
er
Inte
t Inco
rseg
men
me
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
eal Esta
Oth
er R
te A
ts
sse
Oth
er
Inte
t Inco
rseg
men
me
al S
C A
Tot
ts
sse
Self
rio Gro
up
Oth
er
Inte
t Inco
rseg
men
me
al S
Tot
d
pre
Hol
din
g &
Oth
ers
Inte
ent
rse
gm
Inco
me
Con
sol
idat
ed
Ope
ratio
nal
Inco
me
Sale
s
3,11
6,11
9
- - - 3,11
6,11
9
532
,650
4,89
7,26
7
- (2,8
00,0
00)
2,62
9,91
7
29,6
63,9
25
2,58
2,88
2
- 32,2
46,8
07
- (3,4
80,5
99)
34,5
12,2
44
Serv
ices
dere
d
ren
14,9
00,9
29
1,46
1,40
9
2,0
12,1
41
(1,3
16,1
67)
58,3
17,0
12
623
,519
3,16
8,92
7
- (11
8,79
1)
3,65
5
3,67
8,41
0,60
5
2,99
4,93
2
(14
,794
)
11,3
90,7
43
2,05
8,45
9
(4,7
12)
03,0
57
29,4
78,1
Oth
tion
al in
er o
pera
com
e
2,48
7,01
7
96,0
52
24,5
54
(10
7)
9,00
2,49
8,61
6
123
,938
395
,736
28,6
49
(52
)
,775
495
,548
726
,234
537
,225
- 1,26
3,45
9
450
,031
3,18
5,09
7
7,89
2,75
1
20,5
04,0
65
1,55
7,46
1
2,03
6,69
5
(1,4
25,1
74)
22,6
73,0
47
1,28
0,10
7
8,46
1,93
0
28,6
49
(2,9
71,5
66)
6,79
9,12
0
38,8
00,7
64
6,11
5,03
9
(14
,794
)
44,9
01,0
09
2,50
8,49
0
(4,9
98,5
14)
71,8
83,1
52
Ope
rati
l ca
sh-
flow
(EB
ITDA
ona
) (
9)
7,09
7,03
814
,744
(13
3)
8,17
(3,4
73)
(6,4
41)
23,9
(32
8)
1,03
825
,169
(14
)
,390
(73
5)
489
,006
2,62
9,72
6
697
,804
(117
)
3,32
7,41
3
(66
6)
4,19
3,66
6
(3,2
52)
68,0
30 J 201
une 0
Pro
fit &
Lo
ss A
unt
cco
Tou
rism
Ope
ratio
ns
Atla
ntic Ferr
ies
Othe
r
Inter
t Inco
seg
men
me
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
ts
sse
Othe
r
Inter
t Inco
seg
men
me
Tot
al S
C A
ts
sse
Box
Lin
es
Self
rio Gro
up
Othe
r
Inter
t Inco
seg
men
me
Tot
al S
d
pre
Hold
& Oth
ing
ers
Inte
ent
rse
gm
Inco
me
Con
sol
idat
ed
Ope
ratio
nal I
nco
me
Sale
s
9,38
0,67
9
- - - 9,38
0,67
9
1,05
6,10
0
640
,500
- - 1,69
6,60
0
- 28,5
49,3
25
2,93
8,28
6
- 31,4
87,6
11
- (127
,569
)
42,4
37,3
21
Serv
ices
dere
d
ren
15,8
20,7
40
1,58
1,64
1
1,46
2,67
6
(1,3
17,7
43)
17,5
47,3
14
534
,848
3,50
7,56
6
- (162
,971
)
3,87
9,44
3
17,5
47,3
37
7,22
1,93
4
3,27
5,09
7
(22
,307
)
28,0
22,0
61
2,25
3,19
4
(4,8
83)
52,1
46,8
49,8
29
Othe
iona
l inc
erat
r op
ome
2,15
8,10
8
25,0
05
410
,374
(105
,921
)
2,48
7,56
6
98,0
31
646
,981
- (76
,644
)
668
,368
58,9
26
241
,276
504
,086
(26
1)
804
,027
305
,497
(297
,229
)
3,96
8,22
9
27,3
59,5
27
1,60
6,64
6
1,87
3,05
0
(1,4
23,6
64)
29,4
15,5
59
1,68
8,97
9
4,79
5,04
7
- (239
,615
)
6,24
4,41
1
17,6
06,2
63
36,0
12,5
35
6,71
7,46
9
(22
,568
)
60,3
13,6
99
2,55
8,69
1
(5,2
76,9
81)
93,2
55,3
79
Ope
rati
l ca
sh-
flow
(EB
ITDA
ona
) (
1,46
1,03
8)
(655
,307
)
455
,950
(2,1
10)
(1,6
62,5
05)
(552
,613
)
1,93
3,86
0
(10,
085
)
21,7
56
1,39
2,91
8
275
,753
2,19
8,54
9
319
,799
159 2,79
4,26
0
(560
,152
)
2,83
7
1,96
7,35
8

The contributionof the business segments to the balance sheets as at 30 June 2011 and 31 December 2010 can be detailed as follows:

30 J
201
1
une
Bala
She
et
nce
Tou
rism
Ope
ratio
ns
Atla
ntic
Ferr
ies
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
ts
sse
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al S
C A
sse
ts S
elfri
o G
roup
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al S
pre
d H
oldi
ng &
Oth
ers
Inte
ent
rse
gm
Adj
ust
nts
me
Con
soli
date
d
Fixe
d As
sets
Tan
gible
and
Inta
ngib
le
163
,403
,822
25,4
29,6
36
333
,843
- 189
,167
,301
350
,095
77,6
34,2
46
- - 77,9
84,3
41
463
,706
13,3
54,7
91
- 13,8
18,4
97
128
,770
- 281
,098
,909
Inve
stme
nts
652
,990
- 271
,608
- 924
,598
- 871
,058
56,3
76,5
74
- 57,2
47,6
32
0 3,31
1,73
7
- 3,31
1,73
7
1,25
0
- 61,4
85,2
17
Othe
r As
sets
172
,625
,478
1,97
5,26
0
174
,799
,401
(174
)
,923
,506
174
,476
,633
49,4
32,4
20
113
,092
,753
157
,053
,865
(197
)
,851
,357
121
,727
,681
60,5
18,0
39
47,7
43,8
51
(14,
)
765
,427
93,4
96,4
63
413
,934
,063
(435
,697
,257
)
367
,937
,583
Tot
al A
ts
sse
336
,682
,290
27,4
04,8
96
175
,852
,404
(174
,506
)
,923
,568
,532
364
82,5
15
49,7
,598
,057
191
213
,430
,439
(197
,851
,357
)
256
,959
,654
60,9
81,7
46
64,4
10,3
79
(14,
765
,427
)
110
,626
,697
414
,064
,083
(435
,257
)
,697
,521
710
,709
Tot
al L
iabi
litie
s
251
,589
,908
24,0
44,0
83
,745
213
,862
(174
,358
)
,923
,456
,495
314
27,5
49,7
80
149
,143
,111
,175
184
,813
(195
,051
,053
)
188
,632
,813
26,7
36,8
41
53,2
33,6
31
(14,
765
,435
)
45,6
24,6
37
251
,586
,182
(438
,056
)
,741
,155
,475
361
Tec
hnic
al in
tme
nt
ves
4,31
4,64
7
64,1
14
- - 4,37
8,76
1
333
,150
290
,514
- - 623
,664
90,7
70
3,53
4,79
8
- 3,62
5,56
8
22,0
61
- 8,65
0,05
4
Gro
Deb
t
ss
3,77
7,90
9
20,8
91,4
31
0 - 24,6
69,3
40
510 404
,881
- - 405
,391
5,67
1,81
4
9,42
9,87
0
- 45,5
11,2
44
,535
221
,934
- 257
,856
,209
Net
Deb
t
3,38
4,76
3
20,7
94,8
15
(6,1
46)
- 24,1
73,4
32
(507
,656
)
375
,959
(1,3
22)
- (133
,019
)
1,06
5,55
5
9,20
4,73
7
- 10,2
70,2
93
220
,518
,401
- 254
,829
,106
31 D mbe
r 20
10
ece
Bala
She
et
nce
Tou
rism
Ope
ratio
ns
Atla
ntic
Ferr
ies
Oth
er
Inter
t Adju
seg
men
stme
nts
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
ts
sse
Othe
r
Inter
t Adju
seg
men
stme
nts
ts S
Tot
al S
C A
sse
elfri
o Gr
oup
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al S
pre
d H
oldi
ng &
Oth
ers
Inte
ent
rse
gm
Adj
ust
nts
me
Con
soli
date
d
Fixe
d As
Tan
gible
and
Inta
ngib
le
sets
148
,819
,754
26,0
52,9
29
395
,538
- 175
,268
,221
25,4
15
78,6
19,4
54
- - 78,6
44,8
69
,484
557
10,2
83,0
15
- 10,8
78,7
74
147
,910
- 264
,939
,773
Inve
stme
nts
647
,321
- 271
,608
- 918
,929
- 942
,174
54,5
24,8
12
- 55,4
66,9
86
0 1,92
3,66
0
- 1,92
3,66
0
15,2
07,8
15
- 73,5
17,3
89
Othe
r As
sets
189
,212
,015
1,93
1,53
4
169
,457
,322
(170
,467
,915
)
,955
190
,132
46,4
07,9
78
114
,537
,861
153
,686
,107
(190
,744
,145
)
123
,887
,801
61,2
14,1
50
46,4
96,7
06
(24,
101
,549
)
87,8
17,9
66
,353
391
,073
(400
,583
)
,202
392
,709
,492
Tot
al A
ts
sse
338
,679
,089
27,9
84,4
62
170
,124
,468
(170
,467
,915
)
366
,320
,105
46,4
33,3
92
194
,099
,489
208
,210
,919
(190
,744
,145
)
257
,999
,655
61,7
71,6
35
58,7
03,3
81
(24,
101
,549
)
100
,620
,399
406
,429
,078
(400
,202
,583
)
731
,166
,655
Tot
al L
iabi
litie
s
247
,955
,879
23,5
77,1
60
201
,845
,568
(170
)
,467
,453
302
,911
,154
46,7
33,5
59
148
,301
,219
175
,585
,925
(190
)
,744
,356
179
,876
,347
28,8
79,7
46
27,4
32,1
06
(20,
)
881
,416
40,1
76,8
16
269
,276
,207
(400
)
,443
,442
391
,797
,082
Tec
hnic
al in
tme
nt
ves
6,69
7,64
6
334
,932
312
,873
- 5,45
7,34
1
57,9
90
268
,987
- - 326
,977
45,3
96
2,20
9,77
7
- 7,57
2,47
7
92,8
24
20,8
84
10,2
63,7
14
Gro
ss D
ebt
3,35
8,54
4
21,6
70,9
57
25,0
95
- 25,0
54,5
97
- 718
,081
- - 718
,081
2,65
7,96
0
6,45
2,71
4
- 9,68
6,88
5
244
,949
,354
- 280
,408
,918
Net
Deb
t
3,09
1,25
6
21,4
04,6
48
(261
,565
)
- 24,2
34,3
39
(512
,754
)
517
,864
(40,
727
)
- (35,
616
)
768
,264
6,37
0,42
8
- 8,11
9,62
8
244
,891
,269
- 277
,209
,619

Net debt of the Holding can be analyzed as follows:

30 June 2011
Inflows
Gross bank debt 221,535,934
Cash and cash equivalents 1,017,532
Net bank debt 220,518,402
Sonae Turismo
SC Assets
Spred 24,158,200
Intercompany ST Loans obtained 24,158,200
Total Inflows 244,676,602
Outflows
Sonae Turismo 208,520,362
SC Assets 177,158,250
Spred 826,000
Intercompany ST Loans granted 386,504,612

30. SUBSEQUENT EVENTS

On 20 July 2011, the Group, through its wholly owned company, Troiaserort – Investimentos Turisticos, S.A., sold the whole of its 20% shareholding in the share capital of Sociedade Imobiliária Tróia B3, S.A., as well as all loans to Salvor – Sociedade de Investimento Hoteleiro, S.A. This sale resulted in a cash inflow of around 9.2 million euro. Based on data as at 31 March 2011, this transaction will have an estimated impact of 6.2 million euro in the 2011 consolidated results of Sonae Capital.

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 25 August 2011.

INDIVIDUAL FINANCIAL STATEMENTS 30 JUNE 2011

(Translation from the Portuguese Original)

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2011 AND 31 DECEMBER 2010

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

(Amounts expressed in euro)

ASSETS Notes 30 June 2011 31 December 2010
NON CURRENT ASSETS:
Tangible assets - -
Investments 4 542,139,453 542,139,453
Deferred tax assets 133,658 157,965
Other non current assets 5 189,586,043 220,718,043
Total Non Current Assets 731,859,154 763,015,461
CURRENT ASSETS:
Other current assets 6 33,745,432 20,151,723
Cash and cash equivalents 7 980,227 27,355
Total Current Assets 34,725,659 20,179,078
TOTAL ASSETS 766,584,813 783,194,539
EQUITY AND LIABILITIES
EQUITY:
Share Capital 8 250,000,000 250,000,000
Legal reserve 8,307,376 8,191,127
Other reserves 9 289,628,622 287,419,883
Retained earnings - -
Profit / (Loss) for the period 58,887 2,324,988
TOTAL EQUITY 547,994,885 547,935,998
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans 10 64,501,473 42,215,789
Bonds 10 39,922,346 29,943,901
Other non current liabilities 50,211 97,003
Deferred tax liabilities 17,199 22,586
Total Non Current Liabilities 104,491,229 72,279,279
CURRENT LIABILITIES
Suppliers 11,551 75,521
Bank overdrafts 10 66,950,000 122,300,000
Other creditors 11 45,443,446 39,693,292
Other current liabilities 12 1,693,702 910,449
Total Current Liabilities 114,098,699 162,979,262
TOTAL EQUITY AND LIABILITIES 766,584,813 783,194,539

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

Notes 30 June 2011 30 June 2010
Operational income
Other operational income 322,771 53,575
Total operational income 322,771 53,575
Operational expenses
External supplies and services 13 (127,744) (161,882)
Staff costs 14 (494,715) (606,578)
Depreciation and amortisation (1) (1,321)
Other operational expenses (3,000) (98,247)
Total operational expenses (625,460) (868,028)
Operational profit/(loss) (302,689) (814,453)
Financial income 4,963,127 5,097,105
Financial expenses (4,576,559) (4,761,450)
Net financial income/(expenses) 15 386,568 335,655
Investment income 15 - 2,871,845
Profit/(loss) before taxation 83,879 2,393,047
Taxation 16 (24,992) 115,477
Profit/(loss) for the period 58,887 2,508,524
Profit/(loss) per share
Basic and diluted 17 0.000236 0.010034

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

nd Quarter 2011
2
nd Quarter 2010
2
(Unaudited) (Unaudited)
Operational income:
Other operational income 209,354 40,588
Total operational income 209,354 40,588
Operational expenses:
External supplies and services (68,903) (103,240)
Staff costs (272,213) (294,937)
Depreciation and amortisation - (660)
Other operational expenses 18,947 (36,569)
Total operational expenses (322,169) (435,406)
Operational profit/(loss) (112,815) (394,818)
Financial income 3,078,492 2,254,406
Financial expenses (2,503,241) (2,286,573)
Net financial income/(expenses) 575,251 (32,167)
Investment income - 2,871,845
Profit/(loss) before taxation 462,436 2,444,860
Taxation (117,655) 102,524
Profit/(loss) for the period 344,781 2,547,384
Profit/(loss) per share
Basic and diluted 0.001379 0.010190

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

30 June 2011 30 June 2010
Net profit for the period 58,887 2,508,524
Exchange differences arising from translating foreign operations - -
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 58,887 2,508,524

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

nd Quarter 2011
2
(Unaudited)
nd Quarter 2010
2
(Unaudited)
Net profit for the period 344,781 2,547,384
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 344,781 2,547,384

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2011 AND 2010

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

(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
ging
Res
erve
Oth
er
Res
erve
s
Ret
aine
d
Ear
ning
s
Sub
l
tota
Net
fit /
(los
s)
pro
Tota
l Eq
uity
Bala
Ja
at 1
201
0
nce
as
nua
ry
250
,000
,000
- - - - - 132
,638
,253
(84
0)
9,78
131
,788
,473
163
,822
,537
545
,611
,010
Tota
l co
ehe
nsiv
e in
e fo
r the
riod
mpr
com
pe
- - - - - - - - - 2,5
08,5
24
2,5
08,5
24
App
riati
f pr
ofits
rop
on o
:
Tra
nsfe
lega
l res
d re
tain
ed e
ings
r to
erve
an
arn
- - 8,1
91,
127
- - - 154
,781
,630
849
,780
163
,822
,537
(16
3,82
2,53
7)
-
Divi
den
ds d
istri
bute
d
Acq
uisi
tion
/(di
sal)
of
sha
spo
own
res
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Oth
ers
- - - - - - - - - - -
Bala
at 3
0 J
20
10
nce
as
une
250
,000
,000
- 8,1
91,
127
- - - 287
,419
,883
- 295
,611
,010
2,5
08,5
24
548
,119
,534
Bala
at 1
Ja
201
1
nce
as
nua
ry
250
,000
,000
- 8,1
91,
127
- - - 287
,419
,883
- 295
,611
,010
2,3
24,
988
547
,935
,998
Tota
l co
ehe
nsiv
e in
e fo
r the
riod
mpr
com
pe
- - - - - - - - - 58,
887
58,
887
App
riati
f pr
ofits
rop
on o
:
Tra
nsfe
r to
lega
l res
d re
tain
ed e
ings
erve
an
arn
- - 116
,249
- - - 2,2
08,7
39
- 2,3
24,9
88
(2,3
24,
988
)
-
Divi
den
ds d
istri
bute
d
Acq
uisi
tion
/(di
sal)
of
sha
spo
own
res
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Oth
ers
- - - - - - - - - - -
Bala
at 3
0 J
20
11
nce
as
une
250
,000
,000
- 8,3
07,3
76
- - - 289
,628
,622
- 297
,935
,998
58,
887
547
,994
,885

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

OPERATING ACTIVITIES
Cash paid to trade creditors
179,070
216,770
Cash paid to employees
473,019
460,643
Cash flow generated by operations
(652,089)
(677,413)
Income taxes (paid)/received
104,512
54,650
Other cash receipts/(payments) relating to operating activities
(87,069)
377,401
Net cash flow from operating activities [1]
(843,670)
(354,662)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income
3,027,224
6,175,215
Dividends
-
2,871,845
Loans obtained
90,112,000
191,096,257
93,139,224
200,143,317
Cash payments arising from:
Investments
-
159,500,000
Tangible assets
-
-
Loans granted
70,556,000
67,245,984
70,556,000
(226,745,984)
Net cash flow from investment activities [2]
22,583,224
(26,602,667)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained
50,749,000
29,863,907
50,749,000
29,863,907
Cash Payments arising from:
Interest and similar costs
3,935,681
2,934,333
Loans obtained
67,600,000
-
71,535,681
(2,934,333)
Net cash flow from financing activities [3]
(20,786,681)
26,929,574
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]
952,873
(27,755)
Cash and cash equivalents at the beginning of the period
27,355
55,597
Cash and cash equivalents at the end of the period
7
980,227
27,842
30 June 2011 30 June 2010

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

nd Quarter 2011
2
(Unaudited)
nd Quarter 2010
2
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 60,175 130,303
Cash paid to employees 171,934 290,182
Cash flow generated by operations (232,109) (420,485)
Income taxes (paid)/received 1,647 54,149
Other cash receipts/(payments) relating to operating activities 57,750 287,318
Net cash flow from operating activities [1] (176,006) (187,316)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 7,660 54,345
Dividends - 2,871,845
Loans granted 90,112,000 191,096,257
90,119,660 194,022,447
Cash payments arising from:
Investments
- -
Tangible assets - -
Loans granted 54,912,000 56,130,800
54,912,000 56,130,800
Net cash flow from investment activities [2] 35,207,660 137,891,647
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 35,896,000 (136,690,657)
35,896,000 (136,690,657)
Cash Payments arising from:
Interest and similar costs 2,799,327 1,057,200
Loans obtained 67,600,000 -
70,399,327 1,057,200
Net cash from financing activities [3] (34,503,327) (137,747,857)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 528,327 (43,526)
Cash and cash equivalents at the beginning of the period 451,901 71,368
Cash and cash equivalents at the end of the period 980,227 27,842

The accompanying notes are part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 JUNE 2011 AND 2010

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

(Amounts expressed in euro)

1. INTRODUCTION

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

According to Decree‐Law 35/2005 of 17 February 2007, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

2. BASIS OF PREPARATION

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

3. PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2010.

4. INVESTMENTS

As at 30 June 2011 and 31 December 2010 Investments are detailed as follows:

30 June 2011 31 December 2010
Investments in affiliated and associated undertakings 542,138,253 542,138,253
Investments in other companies (Sonae RE ‐ 0.04%) 1,200 1,200
542,139,453 542,139,453

4.1 Investments in affiliated and associated undertakings

As at 30 June 2011 and 31 December 2010, 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 2011 31 December 2010
Company % Held Fair Value Book Value Fair Value
Reserve
%
Held
Fair
Value
Book Value Fair Value
Reserve
SC, SGPS, SA 100.00% 382,638,253 100.00% 382,638,253
Spred, SGPS SA 54.05% 40,000,000 54.05% 40,000,000
SC Assets, SGPS, SA 76.64% 82,000,000 76.64% 82,000,000
Sonae Turismo, SGPS SA 23.08% 37,500,000 23.08% 37,500,000
Total 542,138,253 542,138,253

5. OTHER NON CURRENT ASSETS

As at 30 June 2011 and 31 December 2010 Other Non Current Assets are detailed as follows:

30 June 2011 31 December 2010
Loans granted to group companies:
SC, SGPS, SA 136,358,243 171,414,243
SC Assets, SGPS, SA 53,227,800 49,303,800
189,586,043 220,718,043

These assets were not due or impaired as at 30 June 2011. 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 2011 and 31 December 2010 Other Current Assets can be detailed as follows:

30 June 2011 31 December 2010
Group companies ‐ Short term loans:
SC, SGPS, SA 23,535,500 16,852,500
SC Assets, SGPS, SA 4,893,000
Suppliers 3,195 21,505
Income tax withheld 285,512 189,164
Other Debtors 104 3,877
Accrued income 4,963,114 3,022,754
Deferred costs 65,006 61,923
33,745,432 20,151,723

7. CASH AND CASH EQUIVALENTS

As at 30 June 2011 and 31 December 2010 Cash and Cash Equivalents can be detailed as follows:

30 June 2011 31 December 2010
Cash 839 1,004
Bank deposits 979,388 26,351
Cash and cash equivalents in the balance sheet 980,227 27,355
Bank overdrafts
Cash and cash equivalents in the cash flow statement 980,227 27,355

8. SHARE CAPITAL

As at 30 June 2011 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

9. OTHER RESERVES

As at 30 June 2011, and 31 December 2010 the caption Other Reserves can be detailed as follows:

30 June 2011 31 December 2010
Free reserves 156,990,370 154,781,631
Demerger reserve 132,638,252 132,638,252
289,628,622 287,419,883

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.

10. LOANS

As at 30 June 2011 and 31 December 2010 this caption included the following loans:

30 June 2011 31 December 2010
Bank loans ‐ Commercial paper 30,000,000 42,250,000
Bank loans ‐ Term loan 35,000,000
Up‐front fees not yet charged to income statement (498,527) (34,211)
Bank loans ‐ non current 64,501,473 42,215,789
Nominal value of bonds 40,000,000 30,000,000
Up‐front fees not yet charged to income statement (77,654) (56,099)
Bond Loans 39,922,346 29,943,901
Non‐current loans 104,423,819 72,159,690
Bank loans ‐ Commercial paper 66,950,000 122,300,000
Current bank loans 66,950,000 122,300,000

Non Current Bank Loans

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

  • i) Commercial Paper Programme issued on 14 March 2008 with subscription guarantee and valid for a period of 5 years;
  • ii) Commercial Paper Programme issued on 31 March 2011 with subscription guarantee and valid for a period of 5 years and 5 months;
  • iii) Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. This loan is guaranteed by a mortgage of investment properties;
  • iv) Sonae Capital, SGPS 2007/2012 2nd 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;
  • v) Sonae Capital, SGPS 2011/2016, 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 2011 was 3.94%.

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;
  • ii) Commercial Paper Programme issued on 29 August 2009 with subscription guarantee and valid for a period of 2 years;
  • iii) Commercial Paper Programme issued on 17 February 2011 with subscription guarantee, valid for a period of 1 year, automatically renewable for equal periods to a maximum of five years, unless terminated by either party;
  • iv) Programme issued on 30 December 2010 without subscription guarantee and valid for a period of 3 years.

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 at variable market rates.

There are no Derivatives.

11. OTHER CREDITORS

As at 30 June 2011 and 31 December 2010, these captions were made up as follows:

30 June 2011 31 December 2010
Other creditors
Group companies ‐ Short term loans:
Inparvi, SGPS, SA 974,000 697,000
Interlog, SGPS, SA 20,987,000 20,999,000
SC Assets, SGPS, SA 100,000
SC Finance BV 297,000 300,000
Spred, SGPS, SA 23,184,200 17,597,200
Other creditors 1,246 92
45,443,446 39,693,292

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

12. OTHER CURRENT LIABILITIES

As at 30 June 2011 and 31 December 2010, these captions were made up as follows:

30 June 2011 31 December 2010
Other current liabilities
Taxes payable 34,765 130,981
Accruals:
Staff costs 259,136 519,335
Interest payable 1,373,730 246,980
Other accruals 25,163 6,795
Deferred income 908 6,358
1,693,702 910,449

13. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2011 and 30 June 2010, External Supplies and Services can be detailed as follows:

30 June 2011 30 June 2010
Operational rents 38,850 32,897
Insurance costs 23,700 22,049
Travelling expenses 7,453 22,298
Services obtained 42,345 72,460
Otherservices 15,396 12,178
127,744 161,882

14. STAFF COSTS

As at 30 June 2011 and 30 June 2010, Staff Costs are made up as follows:

30 June 2011 30 June 2010
Governing bodies' remunerations 364,617 556,473
Staff's remunerations 78,537
Social security contributions 37,258 38,853
Otherstaff costs 14,302 11,252
494,715 606,578

15. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 June 2011 and 30 June 2010, Net Financial Expenses and Investment Income can be detailed as follows:

30 June 2011 30 June 2010
Interes t payable and similar expenses
Interes t a ri si ng from:
Bank loans (2,587,179) (1,773,016)
Bonds (534,082) (390,407)
Other (326,823) (1,678,140)
Other financial expenses (1,128,475) (919,887)
(4,576,559) (4,761,450)
Interes t receivable and similar income
Interes t income 4,963,127 5,097,105
4,963,127 5,097,105
Net financial expenses 386,568 335,655
Investment income 2,871,845

As at 30 June 2010, Investment Income of 2,871,845 euro relates to dividends paid by an associated company.

16. TAXATION

As at 30 June 2011 and 30 June 2010, Taxation is made up as follows:

30 June 2011 30 June 2010
Total Total
Current tax (6,073) (4,042)
Deferred tax (18,920) 119,519
(24,992) 115,477

17. EARNINGS PER SHARE

Earnings per share for the three months periods ended 30 June 2011 and 2010 were calculated taking into consideration the following amounts:

30 June 2011 30 June 2010
Net profit
Net profit taken into consideration to calculate basic
earnings pershare (Net profit for the period ) 58,887 2,508,524
Effect of dilutive potential shares
Net profit taken into consideration to calculate
diluted earnings pershare 58,887 2,508,524
Number of shares
Weighted average number of shares used to calculate
basic earnings pershare 250,000,000 250,000,000
Weighted average number of shares used to calculate
diluted earnings pershare 250,000,000 250,000,000
Earnings pershare (basic and diluted) 0.000236 0.010034

18. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 25 August 2011.

19. INFORMATION REQUIRED BY LAW

Decree‐Law nr 318/94 art 5 nr 4

In the period ended 30 June 2011 shareholders' loan contracts were entered into with the following companies:

  • SC, SGPS, SA
  • SC Assets, SGPS, SA

In the period ended 30 June 2011 no short‐term loan contracts were entered.

As at 30 June 2011 amounts owed by affiliated companies can be summarized as follows:

Loans granted

Companies Closing Balance
SC, SGPS, SA 159,893,743
SC Assets, SGPS, SA 58,120,800
218,014,543

As at 30 June 2011 amounts owed to affiliated companies can be summarized as follows:

Loans obtained

Companies Closing Balance
Inparvi , SGPS, SA 974,000
Interlog , SGPS, SA 20,987,000
SC Finance BV 297,000
Spred , SGPS, SA 23,184,200
45,442,200

LIMITED REVIEW REPORT

30 JUNE 2011

Limited Review Report by a Registered Auditor with the Securities Market Commission (CMVM) on the Half Year Consolidated and Individual Financial Information

(Free translation from the original version 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, 2011 of Sonae Capital, SGPS, SA, included: in the management report, in the Consolidated and Individual balance sheet (which shows total assets of 710.521.706 Euros and 766.584.813 Euros, respectively, a total consolidated equity of 349.366.231 Euros, which includes non-controlling interests of 8.725.001 Euros and individual of 547.994.885 Euros, a net consolidated profit of 12.576.759 Euros and a net individual profit of 58.887 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, 2011 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.

Porto, August 25, 2011

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.

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