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Samba Digital SGPS S.A

Interim / Quarterly Report Sep 1, 2010

6003_ir_2010-09-01_f9822a18-85d1-41bb-a70c-193f7e74aa22.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 2010

(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
6
4. Appendix 13
5. Own Shares 16
6. Share
Price
Performance
16
- Glossary 17

II. Consolidated Financial Statements 22

III.
Individual
Financial
Statements
57

IV. Limited Review Report 74

REPORT OF THE BOARD OF DIRECTORS 30 JUNE 2010

(Translation from the Portuguese Original)

Report of the Board of Directors 30 June 2010

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 2009 for financial position figures.

Like for like comparisons exclude the contributions of the Plysorol Group and Elmo (discontinued operations) to 2009 consolidated financial statements.

Following the internal reorganization process carried out during 2009, SC Assets, SGPS, SA was made independent from Sonae Turismo, SGPS, SA at the beginning of 2010, and is now responsible for real estate investments and for property management of real estate assets. Comparable figures presented in this report, regarding the year of 2009, were restated to reflect the new business portfolio configuration around the three existing sub‐holdings: Sonae Turismo, SGPS, SA, SC Assets, SGPS, SA and Spred, SGPS, SA.

1. Executive Summary

  • Turnover 6M10: 89.3 M.€ (162.4 M.€)
  • EBITDA 6M10: 2.0 M.€ (43.6 M.€)
  • Net Profit 6M10: ‐5.4 M.€ (+22.9 M.€)

Sales deeds for 9 residential units at troiaresort were signed in the quarter, 7 of which were Beach Apartments sold to building companies, as part of payment agreements signed for construction work at troiaresort.

Resort Development contributed 9.3 million euro to the half year's consolidated turnover and with 1.0 million euro to consolidated operational cash‐flow (EBITDA) for the same period. Any direct comparison with the same period last year is not meaningful, since the majority of sales deeds with underlying promissory purchase agreements were signed between the fourth quarter of 2008 and the first half of 2009. On a like for like basis, despite real estate sales activity continuing to be hampered by the unfavourable credit and macroeconomic conditions, 2 new contracts were signed (9 in the first half of 2009).

The Selfrio Group continued to be the quarter's and half year's largest contributor to consolidated turnover and consolidated operational cash‐flow (EBITDA). Year to date contributions amounted to 35.3 million euro and 2.2 million euro, respectively, despite decreases in contributions from the Cold Engineering and HVAC business segments.

The Net loss for the period, of 5.4 million euro, includes positive 1.5 million euro of results of associated undertakings, most of which relate to the Imosede Fund, and negative 0.5 million euro of investment income, made up of a 1.5 million euro gain from the sale of Essences Fines as well as impairment losses on shareholdings in associated undertakings.

Values i n 106
Selected Financial data
euro
2Q 1H
2010 2009 1 % Chg. 2010 2009 1 % Chg.
Turnover 47.2 66.3 ‐28.9% 89.3 162.4 ‐45.0%
EBITDA 2.5 19.3 ‐86.8% 2.0 43.6 ‐95.5%
EBIT ‐0.7 15.8 ‐6.7 34.9
Net Financial Expenses ‐1.8 ‐1.8 ‐3.0% ‐3.9 ‐5.1 +23.0%
Investment Income 0.1 2.1 ‐94.1% ‐0.5 2.1
Net Profit ‐0.2 13.0 ‐5.4 22.9
1 Continued Operations.
30.06.10 31.12.09 % Chg.

Capex 1.9 46.6 ‐96.0% Net Debt 285.3 277.9 +2.7%

Main Contributions to Consolidated Turnover

Main Contributions to Consolidated EBITDA

2. Selected Main Events

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

Asset disposals

14 April 2010

Sonae Capital, SGPS, SA informed about the sale of 100% of the share capital of Societé des Essences Fines Isoroy, as well as loans to Essences Fines, for 2 euro, to Essences Fines Holding, SAS, a French company owned by third parties. The positive impact of this transaction on the first half 2010 consolidated results amounted to 1.5 million euro.

5 August 2010

Sonae Capital, SGPS, SA informed about the agreement signed with Via Marítima – SGPS, Lda, a company owned by Sousa Investimentos Group, regarding the terms of the sale of the whole of the share capital of Box Lines – Navegação, SA. This transaction will only take place after obtaining the non opposition by the Portuguese Competition Authority and will result in a cash inflow of around 10.5 million euro, with an estimated impact of circa 7 million euro on the 2010 consolidated results of Sonae Capital.

Both transactions are part of Sonae Capital's programme to divest from non strategic assets which are available for sale.

3. Consolidated Financial Statements Review

Notes:

The consolidated financial statements of Sonae Capital as at 30 June 2009, include the following contributions from the Plysorol Group (Plywood business) and Elmo (sole shareholder of Plysorol) under discontinued operations:

  • the consolidated income statement includes 6 months contribution from Elmo;
  • the consolidated financial position includes that of Elmo as at 30 June 2009 and that of Plysorol as at 30 September 2008 (last available information).

Following the sale, on 30 December 2009, of the shareholding in Elmo (sole shareholder of Plysorol) and the subsequent loss of control over the Plysorol Group (Plywood business) these businesses no longer contributed to the consolidated financial position of Sonae Capital as at 30 June 2010.

In view of the above considerations, like for like comparisons regarding consolidated financial statements do not take into account discontinued operations (in the consolidated profit and loss statement) and are used consistently throughout the report when applicable.

3.1. Consolidated Profit and Loss Statement

3.1.1. Year to Date Profit and Loss Statement

Values in 103 euro
1H 09 1H 09 1H 09
1H 10 Total Discontinued Continued ∆ (A/B)
Operations Operations Operations
(A) (B)
Turnover 89,287.2 162,384.7 0.0 162,384.7 ‐45.0%
Other Operational Income 3,968.2 15,392.8 0.0 15,392.8 ‐74.2%
Total Operational Income 93,255.4 177,777.5 0.0 177,777.5 ‐47.5%
Cost of Goods Sold ‐17,355.2 ‐25,477.3 0.0 ‐25,477.3 +31.9%
Change in Stocks of Finished Goods ‐5,209.2 ‐8,593.7 0.0 ‐8,593.7 +39.4%
External Supplies and Services ‐43,406.2 ‐73,521.8 ‐2.5 ‐73,519.3 +41.0%
Staff Costs ‐22,453.4 ‐24,041.2 0.0 ‐24,041.2 +6.6%
Other Operational Expenses ‐2,131.8 ‐2,233.1 ‐0.1 ‐2,233.0 +4.5%
Total Operational Expenses ‐90,555.8 ‐133,867.2 ‐2.6 ‐133,864.6 +32.4%
Operational Cash‐Flow (EBITDA) 1,967.4 43,567.6 ‐2.6 43,570.1 ‐95.5%
Amortisation and Depreciation ‐6,846.0 ‐5,892.1 0.0 ‐5,892.1 ‐16.2%
Provisions and Impairment Losses ‐2,594.2 ‐3,075.8 0.0 ‐3,075.8 +15.7%
Operational Profit/(Loss) (EBIT) ‐6,740.6 34,942.4 ‐2.6 34,945.0
Net Financial Expenses ‐3,946.3 ‐6,122.8 ‐997.8 ‐5,124.9 +23.0%
Share of Results of Associated Undertakings 1,505.4 992.1 0.0 992.1 +51.7%
Investment Income ‐477.8 2,140.7 0.0 2,140.7
Profit before Taxation ‐9,659.3 31,952.5 ‐1,000.4 32,952.9
Taxation 4,279.8 ‐10,084.3 ‐0.2 ‐10,084.1
Net Profit ‐5,379.5 21,868.2 ‐1,000.6 22,868.8
Attributable to Equity Holders of Sonae Capital ‐5,426.2 20,876.2 ‐1,000.6 21,876.8
Attributable to Non‐Controlling Interests 46.8 992.0 0.0 992.0 ‐95.3%

In the first half of the year consolidated turnover amounted to 89.3 million euro (162.4 million euro), with the main contributions being:

Consolidated turnover decreased 73.1 million euro, with the main contributor to the decrease being the real estate sales deeds completed at troiaresort (16 sales deeds in 1H10 and a 9.3 million euro contribution, compared to 128 sales deeds and 71.4 million euro contribution in 1H09). This fall reflects the fact that the majority of sales deeds for residential units at troiaresort, with prior promissory purchase agreements, were signed between the fourth quarter of 2008 and the first half of 2009. In the first half of 2009, the real estate sales activity slowed down substantially and 9 new contracts were signed. In the first half of 2010, 2 new contracts were signed.

On a like for like basis, i.e., excluding the contribution of the catering activity in Porto Palácio Hotel (1.3 million euro) and Tróia (0.1 million euro), discontinued in 2010, hotels delivered, in a strongly adverse environment, a positive contribution of 5.6 million euro, up 0.2 million euro (4%) compared to the same period last year. Porto Palácio Hotel contributed 3.8 million euro, a 0.1 million euro increase (3%) over the previous year. Occupancy rate improved 3.4% on the first half of 2010 and average revenue per room was 92.2 euro in the period. The contribution of Aqualuz troiaresort aparthotels of 1.5 million euro remained in line with the comparable period of last year. Average revenue per room amounted to 78.4 euro. The contribution of the Aqualuz aparthotel in Lagos remained unchanged at 0.4 million euro, although, in 2010, the aparthotel was closed, for the first time, during the month of January for annual maintenance. Average revenue per room stood at 55.7 euro.

The Fitness business showed significant resilience and posted an increase (3%) in its contribution to consolidated turnover, which grew 0.3 million euro to 9.6 million euro, mostly due to increased revenues from value added services (mostly personal trainer) and to a 2% increase in membership numbers.

Contribution from the Other Real Estate Assets business to consolidated turnover decreased by 2.0 million euro, to 2.2 million euro. The Imosede Fund (accounted for using the equity method as from the end of May 2009) made a 2.7 million euro contribution to 1H09 consolidated turnover, thus explaining most of the decrease in the period. The higher contribution from sales of real estate assets has partially offset that negative impact.

The Selfrio Group's contribution to consolidated turnover totalled 35.3 million euro, down 5.3 million euro on the same period of last year, as a result of depressed construction activity and delays in refrigeration projects for food retail operators. The Cold Engineering business saw its contribution decrease by 4.3 million euro to 15.6 million euro, and the HVAC followed that trend, decreasing by 1.3 million euro to 16.6 million euro. Contribution from General Maintenance services increased by 0.2 million euro, to 3.1 million euro.

Box Lines' contribution decreased 1.4 million euro, the main reason being the termination of its international operations business (at the end of 2009) explaining 1.9 million euro of the change. On a like for like basis, turnover grew 2% compared to the same period of last year.

Concerning other business segments, the most significant changes in the period were:

  • 2.3 million euro increase in the contribution of the Energy and Environment business area, to 2.5 million euro, led by the cogeneration business unit, acquired in September 2009;
  • 1.3 million euro contribution from Residential Property Development (currently under SC Assets), equal to an increase of 1.0 million euro, explained by sales deeds completed for 4 City Flats/City Lofts apartments (2 sales deeds in the first half of 2009) and of one apartment in another SC Assets residential condominium, which were signed in the first half of 2010;
  • Decrease of 0.4 million euro in Atlantic Ferries' contribution, to 1.6 million euro, as a result of a 16% decrease in total traffic, both in terms of number of passengers and vehicles, with the latter explaining most of the decrease in turnover from the business.

Consolidated operational cash‐flow (EBITDA) for the first half of the year totalled 2.0 million euro (43.6 million euro), with the main contributions being:

As for turnover, Resort Development, through lower sales at troiaresort, explains most of the decrease in consolidated operational cash‐flow (EBITDA). Contribution in the half year amounted to 1.0 million euro compared to 38.1 million euro in the same period last year.

Contribution from hotels improved by 0.6 million euro to negative 3.8 million euro, with Aqualuz troiaresort delivering the biggest improvement with a 0.6 million euro increase, to negative 2.0 million euro. The Porto Palácio Hotel increased its contribution by 0.2 million euro, but still posted negative 0.9 million euro. Efforts to optimise costs, together with the implementation of a centralized management team with responsibility for all hotel units, explain these improvements. The contribution from the Aqualuz Lagos aparthotel was negative 0.9 million euro, a slight decrease over last year's figure.

Fitness improved profitability, due to a growing proportion of value added services and an increase in the membership base, while operational costs were kept under tight control. Contribution to consolidated operational cash‐flow (EBITDA) increased 0.5 million euro to 2.0 million euro.

The contribution of the Other Real Estate Assets business was 1.9 million euro, down 6.2 million euro which corresponds mainly to the contribution of the Imosede Fund to consolidated operational cash‐flow (EBITDA) in the first half of 2009.

The Selfrio Group's contribution decreased 1.5 million euro in the period to 2.2 million euro (3.7 million euro), reflecting lower profitability in both the Cold Engineering and HVAC business segments.

Box Lines improved its contribution to consolidated operational cash‐flow (EBITDA) by 0.5 million euro to 0.3 million euro (negative 0.2 million euro), mostly explained by a 44% decrease in staff costs, since first half 2009 figures included non‐recurrent staff costs of around 0.4 million euro and still included staff costs from the international operations business area (discontinued in the second half 2009).

Other contributions to consolidated operational cash‐flow (EBITDA) worthy of mention include:

  • Energy and Environment business area, with a 0.4 million euro contribution, up 0.5 million euro, most of which from the cogeneration business unit;
  • Residential Property Development delivered negative 0.5 million euro, in line with its contribution in the second half of 2009;
  • Atlantic Ferries' contribution amounted to negative 0.7 million euro, in line with the same period last year despite the lower number of tickets sold, and reflecting the cost optimization made possible by changes in transport schedules.

Depreciation and amortisation increased 16% to 6.8 million euro, as result of full period contributions from:

  • Aparthotel units at troiaresort (namely those opened in January and March 2009);
  • The two new Atlantic Ferries catamarans (which began operating at the end of July 2009), and;
  • Ecociclo II, cogeneration unit acquired in September 2009.

Provisions and impairment losses for the period include costs relating to the overall upgrade of troiaresort and infrastructures built during the development phase, assigned to real estate projects for sale in the Central and Beach areas (UNOP's 1 and 2), which will be expensed as the revenue from sales of those residential units is recorded. Thus, the amount of provisions and impairment losses recorded in the half year includes 0.9 million euro associated with assets for which impairment losses had already been recorded in previous quarters (expensed following the sale of 16 residential units in the first half of 2010) and 0.7 million euro associated with assets for which impairment losses were recorded for the first time (expensed following the sale of 215 residential units up to the end of the first half of 2010). Around 0.7 million euro were booked in the period as provisions and impairment losses for other real estate assets.

Net financial expenses decreased 23% to 3.9 million euro (5.1 million euro), as a result of a significant decrease in the average cost of debt following the sharp fall in market interest rates.

Results of associated undertakings amounted to positive 1.5 million euro in the half year, including 1.0 million euro from TP and 1.2 million euro from the Imosede Fund, the latter accounted for under the full consolidation methoduntil the end of May of 2009.

Investment income was negative 0.5 million euro, explained by the sale of Essences Fines, which generated a 1.5 million euro capital gain, and from 2.1 million euro of impairment losses on shareholdings in associated undertakings, which were accounted for during the period.

Net profit for the period amounted to negative 5.4 million euro (positive 22.9 million euro), including the impact of higher deferred tax assets arising from impairment losses and from tax losses carried forward.

3.1.2. Quarterly Profit and Loss Statement

(A) (B) Turnover 47,155.7 66,334.7 0.0 66,334.7 ‐28.9% Other Operational Income 2,521.6 13,253.8 0.0 13,253.8 ‐81.0% Total Operational Income 49,677.3 79,588.5 0.0 79,588.5 ‐37.6% Cost of Goods Sold ‐10,595.2 ‐14,619.2 0.0 ‐14,619.2 +27.5% Change in Stocks of Finished Goods ‐2,112.7 13,602.0 0.0 13,602.0 ‐ External Supplies and Services ‐21,448.7 ‐45,418.9 ‐1.3 ‐45,417.6 +52.8% Staff Costs ‐11,184.5 ‐12,651.2 0.0 ‐12,651.2 +11.6% Other Operational Expenses ‐1,059.0 ‐1,093.3 0.0 ‐1,093.3 +3.1% Total Operational Expenses ‐46,400.0 ‐60,180.6 ‐1.3 ‐60,179.3 +22.9% Operational Cash‐Flow (EBITDA) 2,546.6 19,276.3 ‐1.3 19,277.6 ‐86.8% Amortisation and Depreciation ‐3,481.8 ‐3,070.2 0.0 ‐3,070.2 ‐13.4% Provisions and Impairment Losses ‐477.5 ‐491.5 0.0 ‐491.5 +2.9% Operational Profit/(Loss) (EBIT) ‐682.0 15,846.1 ‐1.3 15,847.4 ‐ Net Financial Expenses ‐1,809.0 ‐2,195.1 ‐438.3 ‐1,756.9 ‐3.0% Share of Results of Associated Undertakings 1,028.3 637.9 0.0 637.9 +61.2% Investment Income 126.7 2,140.7 0.0 2,140.7 ‐94.1% Profit before Taxation ‐1,336.0 16,429.6 ‐439.6 16,869.2 ‐ Taxation 1,174.3 ‐3,845.7 0.2 ‐3,846.0 ‐ Net Profit ‐161.7 12,583.9 ‐439.4 13,023.3 ‐ Attributable to Equity Holders of Sonae Capital ‐219.8 11,752.7 ‐439.4 12,192.1 ‐ Attributable to Non‐Controlling Interests 58.1 831.2 0.0 831.2 ‐93.0% 2Q 10 2Q 09 Total Operations 2Q 09 Discontinued Operations ∆ (A/B) 2Q 09 Continued Operations

Consolidated turnover for the quarter decreased 19.2 million euro to 47.2 million euro, due mainly to:

  • Lower contribution from sales deeds of residential units at troiaresort (9 sales deeds in 2Q10 vs 25 in 2Q09), amounting to 5.3 million euro, 11.2 million euro down on the same period last year;
  • A 4.9 million euro decrease in Selfrio Group's contribution, to 18.7 million euro, mostly explained by the Cold Engineering business;
  • Lower contribution from the Hotel business, which amounted to 3.4 million euro (4.3 million euro), explained by a 0.8 million euro decrease in Porto Palácio Hotel's contribution, with the negative impact of discontinued catering operations being partially offset by higher occupancy rates in the quarter, and by a 0.1 million euro decrease in the contribution of the Aqualuz troiaresort aparthotels, as a result of lower Food and Beverage revenues, reflecting lower levels of catering services provided;
  • A decrease of 1.2 million euro in the contribution from Asset Management, explained by the change in the consolidation method of the Imosede Fund (contribution of 1.7 million euro in the second quarter of 2009) since it has been accounted for using the equity method in 2010.

Quarterly consolidated operational cash‐flow (EBITDA) for the period amounted to 2.5 million euro (19.3 million euro). The decrease was mostly due to lower contributions from sales of residential units at troiaresort (down 11.8 million euro to 1.0 million euro) and from the Asset Management business unit (down 5.4 million euro to 0.6 million euro), the latter mainly due to the change in the consolidation method of the Imosede Fund.

Values in 103 euro

The Selfrio Group posted a lower quarterly contribution to consolidated operational cash‐flow (EBITDA), down 1.3 million euro to 1.0 million euro, as a consequence of lower profitability in both Cold Engineering and HVAC business segments.

During the quarter, Box Lines inverted the trend of last year's and the first quarter's negative contributions, posting a positive 0.4 million euro contribution to consolidated operational cash‐ flow (EBITDA) (negative 0.1 million euro), driven by a reduction in staff costs.

The share of results of associated undertakings increased 0.4 million euro in the quarter, to 1.0 million euro, due to the 3 month contribution from the Imosede Fund which, in the second quarter of 2009 contributed only 1 month to this caption (since the reduction in the percentage of capital held and consequent change in the consolidation method occurred at the end of May 2009).

Investment income amounted to 0.1 million euro, a 2.0 million euro decrease in the quarter, since the figures for the second quarter of 2009 included the impact of the reduction in the percentage of capital held in the Imosede Fund (1.4 million euro), and of the sale of a 0.442% shareholding in Sonae Indústria (0.6 million euro).

30.06.2010 31.12.2009
Tangible and Intangible Assets 271,511.6 291,421.5 ‐6.8%
Goodwill 61,350.0 61,350.0 0.0%
Non‐Current Investments 71,526.9 71,837.9 ‐0.4%
Other Non‐Current Assets 33,044.1 36,243.0 ‐8.8%
Stocks 232,341.6 227,548.6 +2.1%
Trade Debtors and Other Current Assets 70,383.1 78,560.6 ‐10.4%
Cash and Cash Equivalents 4,052.9 2,805.3 +44.5%
Total Assets 744,210.1 769,766.7 ‐3.3%
Total Equity attributable to Equity Holders of Sonae
Capital 327,378.2 333,620.1 ‐1.9%
Total Equity attributable to Non‐Controlling
Interests 11,395.5 11,319.2 +0.7%
Total Equity 338,773.7 344,939.4 ‐1.8%
Non‐Current Borrowings 236,648.3 235,922.5 +0.3%
Deferred Tax Liabilities 3,341.4 3,143.0 +6.3%
Other Non‐Current Liabilities 40,276.6 40,815.6 ‐1.3%
Non‐Current Liabilities 280,266.4 279,881.1 +0.1%
Current Borrowings 52,662.6 44,800.6 +17.5%
Trade Creditors and Other Current Liabilities 71,328.3 97,766.6 ‐27.0%
Provisions 1,179.0 2,379.0 ‐50.4%
Current Liabilities 125,169.9 144,946.2 ‐13.6%
Total Liabilities 405,436.3 424,827.3 ‐4.6%
Total Equity and Liabilities 744,210.1 769,766.7 ‐3.3%

3.2 Consolidated Balance Sheet

Values in 103 euro

Capex in the first half amounted to 1.9 million euro, significantly below last year's levels, as a result of the implementation of a stricter investment policy. Fitness was the sole major contributor to Capex, accounting for 0.6 million euro. Spred businesses contributed 0.6 million euro, of which 0.2 million euro relate to Atlantic Ferries and 0.2 million euro to the Selfrio Group. troiaresort's marginal 0.3 million euro contribution, compared to previous year's figures, reflects the conclusion of major projects within UNOP's 1 and 2 in 2009.

Investment, recorded as changes in work in progress for real estate projects under development, amounted to 1.2 million euro (0.8 in troiaresort and 0.4 in Efanor), with the conclusion of the Ácala building being the most significant contributor during the period.

It should be noted that public discussion of the detailed plan for UNOP 4 took place between 14 June and 13 July 2010, which represents another milestone in the project and licensing process of the Ecoresort.

As at 30 June 2010, net debt was 285.3 million euro, 7.4 million euro up on the 31 December 2009 figure.

Gearing reached 84.2% (80.6% as at 31 December 2009) and interest cover for the last 12 months was 1.5 (5.6 as at 31 December 2009).

4. Appendix

4.1. Contributions Per Business Area

Turnover 2Q 10 2Q 09 1H 10 1H 09
Tourism Operations 14,657.5 26,417.5 ‐44.5% 26,342.3 89,427.0 ‐70.5%
Resort Development 5,295.3 16,401.1 ‐67.7% 9,269.1 71,398.7 ‐87.0%
Resort Management (Golf, Marina and Market) 475.3 458.3 +3.7% 684.7 741.9 ‐7.7%
Hotels 3,419.6 4,296.1 ‐20.4% 5,602.1 6,842.2 ‐18.1%
Fitness 4,899.2 4,690.4 +4.5% 9,606.1 9,289.4 +3.4%
Entertainment 568.1 571.6 ‐0.6% 1,180.2 1,154.9 +2.2%
Other 0.5 2.5 ‐81.5% 1.2 2.8 ‐59.3%
Turismo's contribution 14,658.0 26,420.1 ‐44.5% 26,343.4 89,429.8 ‐70.5%
Residential Property Development 492.5 182.5 >100% 1,330.1 343.1 >100%
Efanor 40.0 34.5 +16.0% 80.0 69.0 +16.0%
City Flats 195.5 124.5 +57.0% 736.2 250.2 >100%
Other 257.0 23.5 >100% 513.9 23.9 >100%
Other Real Estate Assets 1,008.8 750.3 +34.5% 2,209.5 1,457.3 +51.6%
Other 0.0 1,731.5 0.0 2,737.7
SC Assets's contribution 1,501.4 2,664.4 ‐43.6% 3,539.6 4,538.1 ‐22.0%
Atlantic Ferries 1,010.6 1,198.1 ‐15.7% 1,581.6 2,029.2 ‐22.1%
Box Lines 9,104.0 9,424.3 ‐3.4% 17,539.9 18,901.8 ‐7.2%
Selfrio Group 18,744.8 23,677.1 ‐20.8% 35,303.2 40,651.4 ‐13.2%
Other 2,108.3 2,865.3 ‐26.4% 4,917.9 6,702.4 ‐26.6%
Spred's contribution 30,967.7 37,164.8 ‐16.7% 59,342.7 68,284.8 ‐13.1%

Values in 103 euro

Values in 103 euro

Operational Cash‐Flow (EBITDA) 2Q 10 2Q 09 1H 10 1H 09
Tourism Operations 276.6 11,515.8 ‐97.6% ‐1,267.2 34,502.5
Resort Development 956.9 12,828.7 ‐92.5% 966.6 38,137.6 ‐97.5%
Resort Management (Golf, Marina and Market) ‐184.1 ‐260.5 29.3% ‐478.7 ‐540.2 +11.4%
Hotels ‐1,453.3 ‐1,605.3 +9.5% ‐3,811.0 ‐4,474.3 +14.8%
Fitness 943.3 592.3 +59.3% 1,998.7 1,466.1 +36.3%
Entertainment 13.7 ‐39.5 57.2 ‐86.6
Other 343.2 ‐113.7 361.0 ‐84.7
Turismo's contribution 619.8 11,402.1 ‐94.6% ‐906.2 34,417.8
Residential Property Development ‐453.3 ‐309.1 ‐46.7% ‐530.9 ‐577.9 +8.1%
Efanor ‐147.6 ‐92.8 ‐59.1% ‐221.5 ‐123.7 ‐79.0%
City Flats 82.6 6.1 >100% 173.1 16.9 >100%
Other ‐388.3 ‐222.4 ‐74.6% ‐482.5 ‐471.1 ‐2.4%
Other Real Estate Assets 1,029.2 4,700.6 ‐78.1% 1,944.7 5,748.6 ‐66.2%
Other ‐8.6 1,573.3 ‐20.9 2,388.3
SC Assets's contribution 567.3 5,964.8 ‐90.5% 1,392.9 7,559.0 ‐81.6%
Atlantic Ferries ‐38.0 ‐400.8 +90.5% ‐655.3 ‐717.8 +8.7%
Box Lines 327.1 ‐113.1 275.8 ‐227.2
Selfrio Group 1,032.3 2,363.1 ‐56.3% 2,194.2 3,667.6 ‐40.2%
Other 380.6 ‐430.2 226.2 ‐676.1
Spred's contribution 1,702.0 1,419.0 19.9% 2,040.8 2,046.5 ‐0.3%

4.2. Operational Data

Sales data troiaresort sales information as at 24 August 2010

Promissory Purchase
Agreements
# Deeds Total # Units
1
#
Area2 Price3 # Area2 Price3 (Sold + Pre Sold) % of Total
Beach Apartments
[211 uni ts ] 1 119.9 4,337 139 125.8 4,088 140 66%
Marina Apartments
[78 uni ts ]
1 103.1 3,870 45 82.3 3,949 46 59%
Beach, Lake and Golf Land Plots4
[96 uni ts ]
1 343.8 2,164 31 343.8 3,227 32 33%
Aqualuz troiamar
[35 uni ts ]
0 0.0 0 1 87.7 4,002 1 3%
Aqualuz troialagoa
[40 uni ts ]
0 0.0 0 1 171.0 4,678 1 3%
troiaresort Village
[90 uni ts ]
0 0.0 0 1 159.0 3,646 1 3%
Ácala Building
[71 uni ts ]
0 0.0 0 0 0.0 0 0 0%

1 Number of pre sold units (Promissory Purchase Agreement) net of units with deeds already signed.

2 Average areas (m2 ), including indoor areas as well as balcony and terrace areas.

3 Average sales price (€/m2 ).

4 Average sales price of the plot of land, since the buyer is responsible for construction. All plots have an approved GCA of 343.8 m2 . Since the last reporting date (20 May 2010) and up to 24 August 2010, 5 new units were sold: sales deeds for 3 Beach apartments, 1 troiaresort Village townhouse and 1 new PPA for a Beach, Lake and Golf Land Plot.

As at 24 August 2010, there were 3 outstanding reservations for apartment units at troiaresort, 1 for Beach apartments and 2 for troiavillage townhouses.

Sales data Residential Development sales information as at 24 August 2010
Apartments
Sold1
Average
Area (m2
2
)
Average sales
price (€/m2
)
Rentals3
City Flats / Lofts [212 uni ts ]
Efanor ‐ Delfim Pereira da Costa Building [40 uni ts ]
101
0
51.0
0
2,000
0
30
n.a.

1 98 sales deeds already signed.

2 Includes indoor area as well as balcony and terrace areas.

3 5 of these rental contracts have an embedded purchase option.

n.a. ‐ not applicable.

Between the last reporting date and up to 24 August 2010, City Flats/Lofts apartments sold increased by 2 units (new promissory purchase agreements signed during this period, one of which already converted into a sales deed as at the date of this report).

Selected Operational Data (24 August 2010) Sales informa tion
Total # Units
(Sold + Pre Sold)
Total # Available Units
Total troiaresort 221 400
City Flats/Lofts 101 111
Efanor ‐ Delfim Pereira da Costa Building 0 40
Rental yields 30 June 2010
Residential* 6.2%

Capital employed in Other Real Estate

Rental yields 30 June 2010 Assets(M.€) 30 June 2010
Yield Capital
employed
Warehouses 8.9% Assets forsale 28.5
Offices 12.0% Assets under operation 191.8
Retail 5.8% Real estate projects 113.9
Parking 1.7% Other assets 29.2
Residential* 6.2%
Hotels 5.2% Total 363.4

* Excluding the Duque de Loulé project, where rental activity is being discontinued.

5. Own Shares

As at 30 June 2010, Sonae Capital, SGPS, SA had no treasury stock nor had it bought or sold own shares in the period.

6. Share Price Performance

The share price of Sonae Capital (SONAC LS; SONC.PL) decreased 42.2% since the beginning of the year up until the end of the first half 2010, compared to a 16.5% decrease in the Portuguese Stock Market reference index (PSI‐20).

Up to 24 August 2010, Sonae Capital's share price decreased 39.8%, closing at 0.50€, compared to a 13.5% decrease in the PSI‐20.

Performance of Sonae Capital's share price and volumes traded in the period, in Euronext Lisbon, was as follows:

Maia, 25 August 2010

Glossary

  • Average Daily Revenue = Lodging Revenues / Number of rooms sold.
  • Capex = Investment in Tangible and Intangible Assets.
  • GCA (Gross Construction Area) = Area measured by the exterior perimeter of the exterior walls.
  • Gearing = Net Debt / Equity.
  • HVAC = Heating, Ventilation and Air Conditioning
  • Interest Cover Ratio = EBITDA (last 12 months) / Financial Charges.
  • 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).
  • PPA = Promissory Purchase Agreement
  • UNOP (Operational Planning Unit) = Planning and management operational units as set out by the Tróia Urbanisation Plan through Cabinet Resolution nr. 23/2000.

Statement Under the terms of Article 246, 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 2010 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 2010

Belmiro Mendes de Azevedo Rafael Cerezo Laporta Chairman of the Board of Directors Member of the Board of Directors

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

José Luís dos Santos Lima Amorim Paulo José Jubilado Soares de Pinho Member of the Board of Directors Member of the Board of Directors

Mário Pereira Pinto Pedro Manuel Bastos Mendes Rezende

Francisco de La Fuente Sánchez 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 2010:

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 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 139.904.947 55,962% 55,962%
Banco BPI, S.A.
Directly Owned 16.888.797 6,756% 6,756%
Through Banco Português de Investimento, S.A. (controlled by Banco BPI) 53.409 0,021% 0,021%
Through Fundos de Pensões do Banco BPI (controlled by Banco BPI) 5.008.922 2,004% 2,004%
Through BPI Vida ‐ Companhia de Seguros de Vida, S.A. (controlled by Banco BPI) 638.576 0,255% 0,255%
Total attributable 22.589.704 9,036% 9,036%
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%

Governing Bodies

As required by number 1, a) of article 9 of CMVM Regulation Nr. 5/2008, the following is a summary of the information about shares and other securities issued by the holding company, affiliates or group companies held by members of the Governing Bodies:

Balance as at
Date Quantity Purchases
Aver. Price €
Quantity Sales
Aver. Price €
30.06.2010
Quantity
Board of Directors of Sonae Capital, SGPS, SA
Belmiro Mendes de Azevedo
(Chairman of the Board of Directors)
Efanor Investimentos, SGPS, SA (1) 49.999.997
Sonae Capital, SGPS, SA (a) 838.862
José Luís dos Santos Lima Amorim (b)
(Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 8.125
Mário Pereira Pinto (c)
(Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 8.125
Francisco de La Fuente Sánchez
(Non Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 0
Rafael Cerezo Laporta
(Non Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 0
Paulo José Jubilado Soares de Pinho
(Non Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 12.650
Pedro Manuel Bastos Mendes Rezende
(Non Executive Member of the Board of Directors)
Sonae Capital, SGPS, SA 0
Fiscal Board of Sonae Capital, SGPS, SA
Manuel Heleno Sismeiro
(Chairman of the Fiscal Board)
Sonae Capital, SGPS, SA 0
Armando Luís Vieira de Magalhães
(Member of the Fiscal Board)
Sonae Capital, SGPS, SA 0
Jorge Manuel Felizes Morgado
(Member of the Fiscal Board)
Sonae Capital, SGPS, SA 0
Board of the Shareholders' General Meeting of Sonae Capital, SGPS, SA
António Agostinho Cardoso da Conceição Guedes
(Chairman of the Board of the Shareholders' General Meeting)
Sonae Capital, SGPS, SA 3.724
Maria Daniela Farto Baptista Passos
(Secretary of the Board of the Shareholders' General Meeting)
Sonae Capital, SGPS, SA 0
Balance as at
Purchases Sales 30.06.2010
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA
88.859.200

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

(2) Pareuro, BV

(b) Through Change Partners, SCR, S.A., company of which he is a Member of the Board of Directors.

(c) Through Change Partners, SCR, S.A., company of which he is the Chairman of the Board of Directors.

Pareuro, BV (2) 2.000.000

Sonae Capital, SGPS, SA 50.000.000

Transactions of Securities made by persons discharging managerial responsabilities and their connected persons during the 1st Half of 2010

As required by number 6 article 14 of CMVM Regulation Nr. 5/2008, we inform that no person discharging managerial responsabilities and their connected person has carried out transactions of Sonae Capital's securities during the 1st Hal f of 2010.

CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2010

(Translation from the Portuguese Original)

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2010 AND 31 DECEMBER 2009

(Amounts expressed in euro)

ASSETS Notes 30 June 2010 31 December 2009
NON-CURRENT ASSETS:
Tangible assets 8 264,104,945 283,922,679
Intangible assets 8 7,406,655 7,498,780
Goodwill 9 61,349,970 61,349,970
Investments in associated companies 5 70,190,004 69,233,729
Other investments 6 and 10 1,336,862 2,604,144
Deferred tax assets 14 16,969,704 10,643,346
Other non-current assets 11 16,074,363 25,599,607
Total Non-Current Assets 437,432,503 460,852,255
CURRENT ASSETS:
Stocks 12 232,341,625 227,548,617
Trade account receivables and other current assets
Investments held for trading
13 70,383,062
-
78,560,576
-
Cash and cash equivalents 15 4,052,894 2,805,280
Total Current Assets 306,777,581 308,914,473
TOTAL ASSETS 744,210,084 769,766,728
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 250,000,000 250,000,000
Reserves and retained earnings 82,804,477 60,545,880
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital (5,426,249) 23,074,268
Equity attributable to the equity holders of Sonae Capital 327,378,228 333,620,148
Equity attributable to non-controlling interests 17 11,395,515 11,319,241
TOTAL EQUITY 338,773,743 344,939,389
LIABILITIES:
NON-CURRENT LIABILITIES:
Bank Loans 18 236,648,337 235,922,518
Other non-current liabilities 20 37,090,660 36,820,270
Deferred tax liabilities 14 3,341,436 3,142,990
Provisions 23 3,185,974 3,995,369
Total Non-Current Liabilities 280,266,407 279,881,147
CURRENT LIABILITIES:
Bank Loans 18 52,662,630 44,800,559
Trade creditors and other non-current liabilities 22 71,328,302 97,766,631
Provisions 23 1,179,002 2,379,002
Total Current Liabilities 125,169,934 144,946,192
TOTAL LIABILITIES 405,436,341 424,827,339
TOTAL EQUITY AND LIABILITIES 744,210,084 769,766,728

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED AT 30 JUNE 2010 AND 2009

(Amounts expressed in euro)

Total
Continued
Discontinued
Total
Notes
Operations
Operations
Operations
Operations
Operational income
Sales
42,437,321
111,372,156
-
111,372,156
Services rendered
46,849,829
51,012,543
-
51,012,543
Other operational income
3,968,229
15,392,783
-
15,392,783
Total operational income
93,255,379
177,777,482
-
177,777,482
Operational expenses
Cost of goods sold and materials consumed
(17,355,191)
(25,477,291)
-
(25,477,291)
Changes in stocks of finished goods and work in progress
(5,209,174)
(8,593,713)
-
(8,593,713)
External supplies and services
(43,406,203)
(73,519,305)
(2,461)
(73,521,766)
Staff costs
(22,453,403)
(24,041,244)
-
(24,041,244)
Depreciation and amortisation
8
(6,845,965)
(5,892,094)
-
(5,892,094)
Provisions and impairment losses
8
(2,594,184)
(3,075,797)
-
(3,075,797)
Other operational expenses
(2,131,835)
(2,233,048)
(93)
(2,233,141)
Total operational expenses
(99,995,955)
(142,832,495)
(2,553)
(142,835,048)
Operational profit/(loss)
(6,740,576)
34,944,987
(2,553)
34,942,434
Financial Expenses
(4,853,597)
(6,532,760)
(997,834)
(7,530,594)
Financial Income
907,308
1,407,837
-
1,407,837
Net financial expenses
(3,946,289)
(5,124,923)
(997,834)
(6,122,757)
Share of results of associated undertakings
5
1,505,425
992,125
-
992,125
Investment income
(477,837)
2,140,738
-
2,140,738
Profit/(Loss) before taxation
(9,659,277)
32,952,927
(1,000,387)
31,952,540
Taxation
26
4,279,810
(10,084,097)
(245)
(10,084,342)
Profit/(Loss) for the year
27
(5,379,467)
22,868,830
(1,000,632)
21,868,198
Attributable to:
Equity holders of Sonae Capital
(5,426,249)
21,876,799
(1,000,632)
20,876,167
Non-controlling interests
17
46,782
992,031
-
992,031
Profit/(Loss) per share
Basic
28
(0.021705)
0.087507
(0.004003)
0.083505
Diluted
28
(0.021705)
0.087507
(0.004003)
0.083505
30 June 2010 30 June 2009

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2010 AND 2009

(Amounts expressed in euro)

Continued Operations
Notes 2nd Quarter 10 1 2nd Quarter 09 1
Operational income:
Sales 22,315,528 39,468,709
Services rendered 24,840,172 26,866,024
Other operational income 2,521,649 13,253,761
Total operational income 49,677,349 79,588,494
Operational expenses
Cost of goods sold and materials consumed (10,595,196) (14,619,205)
Changes in stocks of finished goods and work in progress (2,112,652) 13,602,048
External supplies and services (21,448,666) (45,417,610)
Staff costs (11,184,541) (12,651,194)
Depreciation and amortisation (3,481,844) (3,070,227)
Provisions and impairment losses (477,476) (491,531)
Other operational expenses (1,058,962) (1,093,324)
Total operational expenses (50,359,337) (63,741,046)
Operational profit/(loss) (681,988) 15,847,448
Financial Expenses (2,194,499) (2,457,381)
Financial Income 385,467 700,524
Net financial expenses (1,809,032) (1,756,857)
Share of results of associated undertakings 1,028,314 637,891
Investment income 126,670 2,140,738
Profit/(Loss) before taxation (1,336,036) 16,869,220
Taxation 1,174,323 (3,845,958)
Profit/(Loss) for the period (161,713) 13,023,262
Attributable to:
Equity holders of Sonae Capital (219,801) 12,192,078
Non-controlling interests 58,088 831,184
Profit/(Loss) per share
Basic (0.000879) 0.048768
Diluted (0.000879) 0.048768

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 2010 AND 2009

(Amounts expressed in euro)

30 June 2009
30 June 2010 Continued
Operations
Discontinued
Operations
Total Operations
Consolidated net profit/(loss) for the period (5,379,467) 22,868,830 (1,000,632) 21,868,198
Exchange differences on translating foreign operations 157,830 543,719 - 543,719
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
17,772 - - -
-
Change in the fair value of assets available for sale - 6,679,214 - 6,679,214
Change in the fair value of cash flow hedging derivatives (1,156,151) 304,749 - 304,749
Other comprehensive income for the period (980,549) 7,527,682 - 7,527,682
Total comprehensive income for the period (6,360,016) 30,396,512 (1,000,632) 29,395,880
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(6,438,400)
78,384
29,338,661
1,057,851
(1,000,632)
-
28,338,029
1,057,851

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2010 AND 2009

(Amounts expressed in euro)

2nd Quarter 09 1
2nd Quarter 10 1 Continued
Operations
Discontinued
Operations
Total Operations
Consolidated net profit/(loss) for the period (161,713) 13,023,262 (439,361) 12,583,901
Exchange differences on translating foreign operations 102,951 349,581 - 349,581
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
3,127 (122,918) - (122,918)
Change in the fair value of assets available for sale 5,965,243 - 5,965,243
Change in the fair value of cash flow hedging derivatives (308,320) 153,196 - 153,196
Other comprehensive income for the period (202,242) 6,345,102 - 6,345,102
Total comprehensive income for the period (363,955) 19,368,364 (439,361) 18,929,003
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(445,691)
81,736
18,492,165
876,199
(439,361)
-
18,052,804
876,199

The accompanying notes are part of these financial statements.

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

SONAE CAPITAL, S.G.P.S., S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED AT 30 JUNE 2010 AND 2009

(Amounts expressed in Euro)

Att
ribu
tab
le to
Eq
uity
Ho
lder
f So
Ca
pita
l
s o
nae
Not
es
Sha
re
Cap
ital
Dem
erg
er
Res
erve
Tra
nsla
tion
Res
erve
s
Fai
r Va
lue
Res
erve
s
Hed
ging
Res
erve
s
Oth
er R
ese
rves
and
Re
tain
ed
Ear
ning
s
Sub
al
tot
Net
Pro
fit/(
Los
s)
Tot
al
-Co
Non
ntro
lling
Inte
rest
s
Tot
al
Equ
ity
Bal
t 1
Jan
20
09
anc
e a
s a
uary
250
,000
,000
132
,638
,253
(1,8
01,
935
)
1,9
52,
931
(30
4,7
49)
(97
,032
,344
) 2
85,
452
,156
21,
393
,605
306
,845
,76
1
49,
319
,413
356
,165
,174
Tot
al c
olid
ate
d c
hen
sive
inc
e fo
r th
erio
d
ons
om
pre
om
e p
- - 477
,899
6,6
79,
214
304
,749
- 7,4
61,
862
20,
876
,167
28,
338
,029
1,0
57,
851
29,
395
,880
App
riat
ion
of p
rofit
of
200
8:
rop
Tra
nsfe
leg
al r
d re
tain
ed
ning
r to
ese
rves
an
ear
s
Divi
den
ds
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21,
393
,605
-
136
,749
21,
393
,605
-
136
,749
(21
,393
,605
)
-
-
-
-
136
,749
-
-
(47
)
,796
,964
-
-
(47
)
,660
,215
Bal
Ju
t 30
ne 2
009
anc
e a
s a
250
,000
,000
132
,638
,253
(1,3
)
24,
036
8,6
32,
145
- (75
0)
,50
1,99
314
,444
,372
20,
876
,167
335
,320
,539
2,5
80,
300
337
,90
0,8
39
Bal
t 1
Jan
20
10
anc
e a
s a
uary
250
,000
,000
132
,638
,253
(1,2
)
39,
053
- - (70
,853
,320
) 3
10,5
45,
880
23,
074
,268
333
,620
,148
11,
319
,24
1
344
,939
,389
Tot
al c
olid
d c
hen
sive
inc
e fo
r th
erio
d
ate
ons
om
pre
om
e p
- - 110
,48
1
- (1,1
40,
404
)
17,
772
(1,0
12,
151
)
(5,4
26,
249
)
(6,4
38,
400
)
78,
384
(6,3
60,
016
)
ApT
fer
to l
l re
d re
tain
ed
ning
rans
ega
ser
ves
an
ear
s
Divi
den
ds
-
-
-
-
-
-
-
-
-
-
23,
074
,268
-
23,
074
,268
-
(23
,074
,268
)
-
-
-
-
-
-
-
Oth
han
er c
ges
- - - - - 196
,480
196
,480
- 196
,480
(2,1
10)
194
,370
Bal
Ju
t 30
ne 2
010
anc
e a
s a
250
,000
,000
132
,638
,253
(1,1
)
28,
572
- (1,1
)
40,
404
(47
,564
,800
) 3
32,
804
,477
(5,4
)
26,
249
327
,378
,228
11,
395
,515
338
,773
,743

The accompanying notes are part of these consolidated financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED AT 30 JUNE 2010 AND 2009

(Amounts expressed in Euro)

Notes 30.06.2010 30.06.2009 2nd quarter 10 1 2nd quarter 09 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors
Cash receipts from trade creditors
Cash paid to employees
92,397,975
(79,722,065)
(22,411,146)
141,264,032
(85,476,060)
(23,355,223)
42,754,154
(40,382,240)
(11,643,884)
56,663,578
(42,157,281)
(13,136,269)
Cash flow generated by operations (9,735,236) 32,432,749 (9,271,970) 1,370,028
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating activities
(4,817,054)
2,870,382
(3,739,537)
(1,409,873)
(4,131,044)
4,767,729
(1,923,040)
3,410,649
Net cash flow from operating activities (1) (11,681,908) 27,283,339 (8,635,285) 2,857,637
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments
Tangible assets
388,548
1,194,346
1,626,674
11,002,794
25,001
456,185
1,626,674
10,731,342
Intangible assets
Grants
-
-
117
976,490
-
-
117
976,490
Interest and similar income
Loans granted
Dividends
142,019
11,401,460
228,233
4,035
-
233,223
(500,457)
9,343,505
201,747
(87,041)
-
233,223
Pagamentos respeitantes a:
Investments
Tangible assets
Intangible assets
Loans granted
Others
13,354,606
(976,574)
(2,978,357)
(31,275)
(12,000)
-
13,843,333
(348,600)
(25,330,441)
(130,540)
(2,009,749)
(625,402)
9,525,981
(357,728)
(1,238,063)
(3,145)
-
-
13,480,805
(185,100)
(3,348,772)
415,035
(1,999)
(10,922)
Net cash used in investment activities (2) (3,998,206)
9,356,400
(28,444,732)
(14,601,399)
(1,598,936)
7,927,045
(3,131,758)
10,349,047
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained
Capital increases, additional paid in capital and share premiums
9,644,246
-
9,644,246
5,441,987
132,531
5,574,518
2,407,616
-
2,407,616
(696,468)
132,531
(563,937)
Cash Payments arising from:
Loans obtained
Interest and similar charges
Others
(2,366,343)
(3,421,888)
(292,784)
(22,271,789)
(7,190,186)
(918,223)
(2,080,998)
(162,873)
522,738
(10,227,648)
(3,158,657)
(918,223)
(6,081,015) (30,380,198) (1,721,133) (14,304,528)
Net cash used in financing activities (3) 3,563,231 (24,805,680) 686,483 (14,868,465)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)
Effect of foreign exchange rate
Cash and cash equivalents at the beginning of the period
15 1,237,723
(37,103)
1,943,023
(12,123,740)
(86,288)
16,960,564
(21,757)
(21,016)
3,218,590
(1,661,781)
(58,149)
6,526,744
Cash and cash equivalents at the end of the period 15 3,217,849 4,923,112 3,217,849 4,923,112

The accompanying notes are part of these financial statements.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

(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, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

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 centre and food court), and in health and fitness, through management of health clubs;
  • The second business area, headed by SC Assets, SGPS, SA, which became autonomous from Sonae Turismo, SGPS, SA in the beginning of 2010, 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 businesses in three segments: mature businesses with generation of steady cash‐flows in refrigeration, air conditioning and maintenance segments; energy and environment businesses (cogeneration, energy efficiency and sustainable buildings); identifying new business opportunities in emerging sectors or sectors undergoing restructuring and management of a financial portfolio.

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2009, except for the changes described in Note 3.

Basis of preparation

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

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

3. CHANGES IN ACCOUNTING POLICIES

During the period amendments to IFRS 3 – Business combinations and IAS 27 – Consolidated and separated financial statements (2008 revision) were adopted for the first time.

These amendments introduced changes regarding the accounting of business combinations, namely: (a) goodwill calculation; (b) measurement of non‐controlling interests (formerly known as minority interests); (c) recognition and subsequent measurement of contingent consideration; (d) treatment of acquisition‐related costs; (e) accounting for acquisitions in entities already controlled and for changes in a parent's ownership interests that result in the loss of control and (f) calculation of the result of changes in a parent's ownership interests that result in loss of control and lead to remeasuring remaining controlling interests; these amendments had no significant impact in the first half of 2010 financial statements.

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 2010 and 31 December 2009, are as follows:

Percentage of capital held
30 June 2010 31 December 2009
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%
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%
Sonae
Capital,
SGPS,
SA
Report
and
Accounts 31
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%
Martimope ‐ Sociedade Imobiliária, SA a) Maia 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 Malaga, SL a) Malaga (Spain) 100.00% 100.00% 100.00% 100.00%
Soltroia‐Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Sonae Turismo ‐ SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sontur, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort ‐ Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaverde‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tulipamar‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Assets
1) Bloco Q‐Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) Bloco W‐Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Centro Residencial da Maia,Urban., SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) Cinclus Imobiliária, SA a) Porto 100.00% 87.74% 100.00% 87.74%
1) Country Club da Maia‐Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imobiliária da Cacela, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
1) Imoclub‐Serviços Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Imodivor ‐ Sociedade Imobiliária, SA a) Maia 100.00% 87.74% 100.00% 87.74%
1) Imoferro‐Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imohotel‐Emp.Turist.Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Imoponte‐Soc.Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imosedas‐Imobiliária e Serviços, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Implantação – Imobiliária, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
1) Porturbe‐Edificios e Urbanizações, SA a) Maia 100.00% 87.74% 100.00% 87.74%
1) Praedium II‐Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Praedium – Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Praedium‐SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) Prédios Privados Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Predisedas‐Predial das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) SC Assets, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Sete e Meio Herdades ‐ Investimentos Agrícolas e
Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
1) Soconstrução, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
1) Soira‐Soc.Imobiliária de Ramalde, SA a) Porto 100.00% 87.74% 100.00% 87.74%
1) Sótaqua ‐ Soc. de Empreendimentos Turísticos, a) Maia 100.00% 87.74% 100.00% 87.74%
SA
1) Spinveste ‐ Promoção Imobiliária, SA a) Porto 87.74% 87.74% 87.74% 87.74%
1) Spinveste‐Gestão Imobiliária SGII, SA a) Porto 87.74% 87.74% 87.74% 87.74%
1) Torre São Gabriel‐Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Urbisedas‐Imobiliária das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Venda Aluga‐Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Vistas do Freixo‐Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Spred
Atlantic Ferries ‐ Traf.Loc.Flu.e Marit., SA a) Grândola 80.00% 80.00% 80.00% 80.00%
Box Lines Navegação, SA a) Porto 100.00% 100.00% 100.00% 100.00%
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‐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%
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 ‐ Engenharia e Promoção 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%
2) Société des Essences Fines Isoroy 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) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%

1) Company incorporated in the Tourism segment in 2009

2) Company sold in the period

a) Majority of voting rights

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 2010 and 31 December 2009 are as follows:

Percentage of capital held
30 June 2010 31 December 2009 Book Value
30 June 31 December
Company Head Office Direct Total Direct Total 2010 2009
Tourism
Andar ‐ Sociedade Imobiliária,
SA
Maia 50.00% 50.00% 50.00% 50.00% 935,429 1,023,043
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% 53,996,532 52,802,751
Sociedade Imobiliária Tróia ‐
B3, SA
Grândola 20.00% 20.00% 20.00% 20.00% 441,706 440,476
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
Cinclus‐Plan. e Gestão de
Projectos, SA
Porto 25.00% 25.00% 25.00% 25.00% 726,098 662,209
Change, SGPS, SA Porto 50.00% 50.00% 50.00% 50.00% 73,634 1,186,964
Lidergraf ‐ Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 24.50% 24.50% 536,287 597,067
Norscut ‐ Concessionária de Scut
Interior Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00%
Operscut ‐ Operação e
Manutenção de Auto‐estradas,
SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Sodesa, SA Porto 50.00% 50.00% 50.00% 50.00% 16,344 24,890
TP ‐ Sociedade Térmica, SA Porto 50.00% 50.00% 50.00% 50.00% 13,439,974 12,472,327
Total 70,190,004 69,233,729

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.

Investments in associated and jointly controlled companies include 624,760 euro of impairment losses.

As at 30 June 2010 and 31 December 2009, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:

30 June 2010 31 December 2009
Total Assets 969,340,940 1,650,136,557
Total Liabilities 820,609,090 1,468,288,692
Income 84,966,443 182,413,148
Expenses 77,316,619 190,184,798

During the periods ended 30 June 2010 and 2009, movements in investments in associated companies may be summarised as follows:

30 June 2010 30 June 2009
Opening balance as at 1 January 69,233,729 14,882,648
Changes in the consolidation method during the period 51,468,593
Acquisitions in the period 52,380 241,000
Impairments in the period (592,817)
Disposals in the period
Equity method 1,523,198 992,125
Dividends received (26,486) (107,133)
Transfers
Closing balance as at 30 June 70,190,004 67,477,233

The use of the equity method had the following impacts: 1,505,425 euro are recorded in Share of results of associated undertakings (992,125 euro at 30 June 2009) and 17,772 of other changes recorded in Reserves (no changes were recorded in Reserves as at 30 June 2009).

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 2010 and 31 December 2009 are made up as follows:

Percentage of capital held
30 June 2010 31 December 2009
Reason
for Head 30 June 31 December
Company exclusion Office Direct Total Direct Total 2010 2009
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
Real Change FCR ‐ Fundo Porto 13.33% 13.33% 13.33% 13.33% 267,000 1,706,667
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% 191,459
Other investments 402,493 421,567
Total (Note 10) 1,336,862 2,604,144

a) Group company, jointly controlled company or associated company for which, at the date of the issuance of these financial statements, complete financial information was not available.

Nil balances shown above result from deduction of impairment losses.

7. CHANGES TO THE CONSOLIDATION PERIMETER

Disposals of companies over the six month period ended 30 June 2010 were as follows:

At the date of disposal of shareholding
Company Head Office Direct Total
Spred
Société des Essences Fines Isoroy Honfleur
(France)
100.00% 100.00%

Percentage of capital held

Net assets of the affiliated company at the exclusion date are the following:

Date of disposal
of shareholding
31 December
2009
Net assets excluded
Stocks 1,246,393 1,316,823
Other assets 422,774 (2,663,566)
Cash and cash equivalents 31,464 11,848
Other liabilities (6,788,583) (2,070,560)
(5,087,952) (3,405,455)
Impairment of assets 3,560,012 3,560,012
(1,527,940) 154,557
Gain/(Loss) on exclusion 1,527,942
2 154,557

Impacts in the consolidated profit and loss at the exclusion date were as follows:

Sales and services rendered
893,166
5,491,251
Other operational income
16,736
119,690
Other operational expenses
(1,182,548)
(6,725,962)
Net financial expenses
(29,826)
(128,873)
Profit/(Loss) before taxation
(302,472)
(1,243,894)
Taxation
Profit/(Loss) for the period
(302,472)
(1,243,894)

8. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the six months period ended 30 June 2010, movements in tangible and intangible fixed assets, as well as in amortisation and accumulated impairment losses, are made up as follows:

Tangible assets
Land and Buildings Equipment Other Tangible
Assets
Assets in
progress
Total Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2010 206,122,259 126,089,177 3,764,326 30,525,157 366,500,919
Changes in consolidation perimeter (Note 7) (4,459,919) (3,266,870) (5,950) (7,732,739)
Capital expenditure 16,677 211,328 3,104 1,619,353 1,850,462
Disposals (667,867) (1,123,555) (7,862) (278,110) (2,077,394)
Exchange rate effect 45,057 7,767 7,703 60,527
Transfers 2,723,327 3,150,096 (198,574) (18,565,596) (12,890,747)
Closing balance as at 30 June 2010 203,779,534 125,067,943 3,562,747 13,300,804 345,711,028
Accumulated depreciation and impairment losses:
Opening balance as at 1 January 2010 45,544,496 34,326,952 2,706,792 82,578,240
Changes in consolidation perimeter (Note 7) (4,459,919) (3,266,870) (5,950) (7,732,739)
Charge for the period 1) 3,108,906 4,867,774 112,353 8,089,033
Disposals 2) (780,972) (393,157) (7,500) (1,181,629)
Exchange rate effect 10,598 5,380 4,901 20,879
Transfers 1,232 (3,104) (165,829) (167,701)
Closing balance as at 30 June 2010 43,424,341 35,536,975 2,644,767 81,606,083
Carrying amount as at 30 June 2010 160,355,193 89,530,968 917,980 13,300,804 264,104,945

1) Includes impairment losses amounting to 1,442,486 euro.

2) Includes reversal of impairment losses amounting to 627,028 euro.

Transfers from Tangible assets in progress include transfers to stocks of amounts related with real estate projects under commercialization at Troia, in the amount of 11,070,352 euro.

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

30 June 2010
Tróia 7,920,161
Infrastructures in Setúbal piers and other
related with the ferry crossing to Tróia
595,784
Boavista complex refurbishment 1,418,528
Ecoresort Project (Tróia) 2,096,396
Others 1,269,935
13,300,804
Intangible assets
Patents and other
similar rights
Software Other intangible
assets
Assets in progress Total intangible
assets
Gross cost:
Opening balance as at 1 January 2010 7,446,843 2,716,769 37,262 100,915 10,301,789
Capital expenditure 2,990 28,285 31,275
Disposals (1,613) (23,863) (25,476)
Exchange rate effect 2,612 2,612
Transfers (15,842) 363,218 (118,433) 228,943
Closing balance as at 30 June 2010 7,429,388 3,085,589 13,399 10,767 10,539,143
Accumulated amortization and impairment losses:
Opening balance as at 1 January 2010 692,598 2,073,376 37,035 2,803,009
Charge for the period 81,532 117,658 227 199,417
Disposals (1,613) (23,863) (25,476)
Exchange rate effect 1,502 1,502
Transfers (15,842) 169,878 154,036
Closing balance as at 30 June 2010 756,675 2,362,414 13,399 3,132,488
Carrying amount as at 30 June 2010 6,672,713 723,175 10,767
7,406,655

9. GOODWILL

During the six months period ended 30 June 2010, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 June 2010
Gross amount:
Opening balance 62,651,566
Increases
Decreases
Closing balance 62,651,566
Accumulated impairment losses:
Opening balance 1,301,596
Increases
Decreases
Closing balance 1,301,596
Carrying amount: 61,349,970

10. INVESTMENTS

As at 30 June 2010 this caption can be detailed as follows:

30 June 2010
Non current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,229,277
Acquisitions in the period 734,604
Disposals in the period (639,680)
Transfers
Closing balance as at 30 June 8,324,201
Accumulated impairment losses (Note 23) (7,707,935)
616,266
Investments held for sale
Fair value as at 1 January 2,289,261
Acquisitions in the period
Disposals in the period
Increase/(decrease) in fair value
Liquidations in the period
Fair value as at 30 June 2,289,261
Accumulated impairment losses (Note 23) (1,568,665)
Fair value (net of impairment losses) as at 30 June 720,596
Other investments (Note 6) 1,336,862
Sonae
Capital,
SGPS,
SA
Report
and
Accounts
30
June
2010
39

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 2010 and 31 December 2009, Other non current assets are detailed as follows:

30 June 2010 31 December2009
Loans granted to related parties
Norscut ‐ Concessionária de Scut Interior Norte, SA 14,564,633 23,837,775
Others 156,214 238,225
14,720,847 24,076,000
Impairment losses (Note 23) (99,512) (34,916)
14,621,335 24,041,084
Trade accounts receivable and other debtors
Others 1,453,028 1,558,523
1,453,028 1,558,523
Impairment losses (Note 23)
1,453,028 1,558,523
Other non current assets 16,074,363 25,599,607

12. STOCKS

Stocks as at 30 June 2010 and 31 December 2009 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2010 31 December 2009
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by‐products and consumables 1,098,186 2,371,413
Goods for sale 45,470,654 43,290,082 45,133,938 42,966,231
Finished products 121,247,385 121,247,385 104,620,642 104,502,986
Work in progress 72,191,736 66,512,973 83,212,537 76,428,112
Payments on account 68,459 68,459
240,076,420 231,050,440 235,406,989 223,897,329
Accumulated impairment losses on stocks (Note 23) (7,734,795) (7,666,337) (7,858,372) (7,674,640)
Stocks 232,341,625 223,384,103 227,548,617 216,222,689

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2010 and 31 December 2009, Trade accounts receivable and Other current assets are detailed as follows:

30 June 2010 31 December 2009
Trade accounts receivable 42,568,135 47,929,830
Taxes recoverable 13,971,113 13,276,150
Loans granted and other accounts receivable from related
parties
Sit B3 2,559,886 2,559,886
TP 2,000,000
Change, SGPS, SA 2,064,000 2,052,000
Others 148,507 230,381
4,772,393 6,842,267
Other current assets
Suppliers with debtor balances 1,090,504 1,137,398
Other debtors 11,671,446 12,746,812
Accounts receivable from the sale of financial investments 26,746,339 27,041,348
Accounts receivable from the sale of tangible assets 333,914 124,232
Interest receivable 737,970 18,716
Deferred costs ‐ rents 166,663 256,528
Deferred costs ‐ external supplies and services 1,611,378 1,688,111
Other current assets 1,426,266 1,534,041
43,784,480 44,547,186
Accumulated impairment losses (Note 23) (34,713,059) (34,034,857)
Trade accounts receivable and other current assets 70,383,062 78,560,576

14. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2010 and 31 December 2009, split between the different types of temporary differences, can be detailed as follows:

Deferred tax assets Deferred tax liabilities
30 June 2010 31 December 2009 30 June 2010 31 December 2009
Amortisation and Depreciation harmonisation
adjustments
1,342,693 1,249,564 1,223,053 1,031,460
Provisions and impairment losses of non‐tax
deductible
2,938,096
Write off of tangible and intangible assets 1,396,357 1,446,714
Write off of accruals 638,455 636,463
Revaluation of tangible assets 733,622 741,120
Tax losses carried forward 10,646,719 7,305,682 36,510
Write off of stocks 1,138,330 1,138,330
Others 7,384 4,923 209,921 232,080
16,969,704 10,643,346 3,341,436 3,142,990

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2010 and 31 December 2009, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:

30 June 2010 31 December 2009
Tax losses carried
Deferred tax
forward
assets
317,411
4,289,549
7,098,052
2,851,068
6,940,535
7,770,683
Tax losses carried
forward
Deferred tax
assets
Time limit Time limit
With limited time use
Generated in 2004 58,171 14,543 2010 79,353 2010
Generated in 2005 3,678,356 919,589 2011 1,072,387 2011
Generated in 2006 7,098,052 1,774,513 2012 1,774,513 2012
Generated in 2007 2,851,068 712,767 2013 712,767 2013
Generated in 2008 6,940,535 1,735,134 2014 1,735,134 2014
Generated in 2009 11,429,082 2,857,270 2015 1,906,161 2015
Generated in 2010 10,378,188 2,594,547 2014
42,433,452 10,608,363 29,267,298 7,280,315
With a time limit different from
the above mentioned
153,488 38,356 101,535 25,367
153,488 38,356 101,535 25,367
42,586,940 10,646,719 29,368,833 7,305,682

As at 30 June 2010 and 31 December 2009, Deferred tax assets resulting from tax losses carried forward were re‐assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 June 2010, tax losses carried forward amounting to 154,767,805 euro (150,762,305 euro as at 31 de December 2009), have not originated deferred tax assets for prudential reasons:

30 June 2010 31 December 2009
Tax losses carried
forward
Tax Credit Time limit Tax losses carried
forward
Tax Credit Time limit
With limited time use
Generated in 2004 2,695,637 660,030 2010 2,905,101 712,395 2010
Generated in 2005 5,463,294 1,302,730 2011 5,733,190 1,370,204 2011
Sonae
Capital,
SGPS,
SA
Report
and
Accounts 42
30
June
2010
Generated in 2006 10,726,618 2,505,276 2012 11,126,174 2,605,166 2012
Generated in 2007 19,361,420 4,728,355 2013 21,669,751 5,305,437 2013
Generated in 2008 31,452,195 7,630,652 2014 31,452,496 7,630,728 2014
Generated in 2009 52,723,889 13,067,101 2015 53,480,303 13,256,163 2015
Generated in 2010 11,492,559 2,792,519 2014
133,915,612 32,686,663 126,367,015 30,880,093
Without limited time use 1,186,715 395,532 5,607,982 1,869,140
With a time limit different from
the above mentioned
19,665,478 5,635,477 18,787,308 5,418,039
20,852,193 6,031,009 24,395,290 7,287,179
154,767,805 38,717,672 150,762,305 38,167,272

15. CASH AND CASH EQUIVALENTS

As at 30 de June 2010 and 31 December 2009, Cash and Cash equivalents can be detailed as follows:

30 June 2010 31 December 2009
Cash at hand 194,771 202,538
Bank deposits 3,853,123 2,196,282
Treasury applications 5,000 406,460
Cash and cash equivalents in the balance sheet 4,052,894 2,805,280
Bank overdrafts (Note 18) (335,045) (362,257)
Guarantee deposit (500,000) (500,000)
Cash and cash equivalents in the statement of cash‐flows 3,217,849 1,943,023

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 2010 and 31 December 2009 are as follows:

30 June 2010 31 December 2009
Opening balance as at 1 January 11,319,241 49,319,413
Change in consolidation method (47,911,935)
Changes in percentage by acquisition / increase capital 14,006
Changes by disposals 7,135,202
Changes in percentage by sale of shares 1,115,855
Changes resulting from currency translation 47,349 102,101
Other changes (17,857) 197,227
Profit for the period attributable to non‐controlling interests 46,782 1,347,372
Closing balance 11,395,515 11,319,241

18. BORROWINGS

As at 30 June 2010 and 31 December 2009, Borrowings are made up as follows:

30 June 2010 31 December 2009
Outstanding amount Outstanding amount Repayable
Current Non current Current Non current
Bank loans
Sonae Capital SGPS ‐ commercial paper a) 30,000,000 30,000,000 Mar/2013
Sonae Capital SGPS ‐ commercial paper b) e) 47,100,000 39,100,000 2011
Sonae Capital SGPS ‐ commercial paper c) d) 49,500,000 48,550,000 Aug/2011
Sonae Capital SGPS ‐ commercial paper d) 24,800,000 24,250,000 Aug/2011
Invesaúde 250,000 500,000 Aug/2010
Selfrio Engenharia ‐ commercial paper 1,400,000 1,400,000 1,400,000 2,100,000 May/2012
Up‐front fees (42,161) (49,893)
Others 131,246
48,881,246 105,657,839 41,000,000 104,850,107
Bank overdrafts (Note 15) 335,045 362,257
Bank loans 49,216,291 105,657,839 41,362,257 104,850,107
Bond loans
Sonae Capital 2007/2012 Bonds 20,000,000 20,000,000 Dec/2012
Sonae Capital 2007/2012 Bonds 30,000,000 30,000,000 Dec/2012
SC, SGPS, S.A. 2008/2018 Bonds 50,000,000 50,000,000 Mar/2018
Up‐front fees (675,841) (756,745)
Bond loans 99,324,159 99,243,255
Other loans 58,772 2,986,459 131,532 2,986,459
Derivatives (Note 19) 1,399,699
Sonae
Capital,
SGPS,
SA
Report and
Accounts
44

30 June 2010

Obligations under finance leases 3,387,566 27,411,646 3,306,770 28,987,580
Up‐front fees on finance leases (131,466) (144,883)
52,662,630 236,648,337 44,800,559 235,922,518

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 28 August 2009 and valid up to 29 August 2011.

e) Commercial paper programme, with short term subscription guarantee, issued on 22 December 2008, with annual renewals up to a maximum of 3 years.

As at 30 June 2010, Bond loans of the Group were as follows:

  • Sonae Capital SGPS ‐ 2007/2012 Bond loan 1st emission in the amount of 20,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012, except if the reimbursement is anticipated, fully or partially, which can happen on 31 December 2010.
  • 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.
  • 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.

These bond loans bear interest every six months at 6 months Euribor interest rates plus spreads that range between 0.50% and 0.95%.

In spite of Bond loans in the amount of 20,000,000 euro containing call / put options, they are disclosed at the latest maturity date on the assumption that the Group will be able to refinance those loans if the options are exercised, thus maintaining its capital structure.

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

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

30 June 2010 31 December 2009
Nominal value Interest Nominal value Interest
N+1 a) 52,662,630 6,593,084 44,800,560 6,395,144
N+2 78,968,121 2,838,738 77,707,365 4,052,843
N+3 82,897,291 2,714,799 53,447,792 3,133,980
N+4 3,008,636 1,401,644 32,986,141 1,869,353
N+5 3,048,076 1,354,195 3,034,952 1,373,606
After N+5 68,175,981 4,299,835 69,697,789 4,944,349
288,760,736 19,202,295 281,674,599 21,769,275

a) Includes amounts drawn under commercial paper programmes.

19. DERIVATIVES

Interest rate derivatives

The hedging instruments used by the Group as at 30 June 2010 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 net fair value was negative 1,399,699 euro. As at 30 June 2010 all derivatives are hedging derivatives.

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

The risk cover principles generally used by the Group to contractually arrange 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.

The 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 recognised merit. The counterparts for derivatives are top level, highly prestigious financial institutions which are recognised nationally and internationally.

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 June 2010 31 December 2009 30 June 2010 31 December 2009
Non‐Hedge accounting derivatives
Interest rate
Hedge accounting derivatives
Interest rate (Note 18) 1,399,699
Other derivatives
1,399,699

20. OTHER NON CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009 Other non current liabilities can be detailed as follows:

30 June 2010 31 December 2009
Loan and other amounts payable to related
parties
Plaza Mayor Parque de Ocio, SA 2,270,653 2,288,446
Others 973,001 960,002
3,243,654 3,248,448
Others creditors
Creditors in the restructuring process of Torralta 30,141,462 30,141,462
Fixed assets suppliers
Others 544,553 12,553
30,686,015 30,154,015
Deferred income 3,160,991 3,281,604
Pension fund liabilities 136,203
Other non current liabilities 37,090,660 36,820,270

Other creditors include 30,141,462 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 2010 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares (until 2007 based on Sonae SGPS, SA shares) 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 2010 and 31 December 2009, the market value of total liabilities arising from share‐based payments, which have not yet vested, may be summarised as follows:

Number of Fair value
Year of grant Vesting year participants 30 June 2010 31 December 2009
Shares
2007 2010 4 75,080
2008 2011 6 120,150 207,760
2009 2012 7 242,987 420,165
2010 2013 6 218,739
Total 581,876 703,005

As at 30 June 2010 and 31 December 2009, 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 2010 31 December 2009
157,950 278,562
100,125 75,080
293,939 37,509
(35,864) 316,133

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009, Trade accounts payable and Other current liabilities can be detailed as follows:

30 June 2010 31 December 2009
34,907,272 50,444,177
201,741 209,181
1,015,403 2,553,533
2,922,185 5,081,527
2,671,746 3,572,044
5,392,271 10,622,710
7,212,526 6,975,657
6,264,594 6,821,540
1,425,649 1,143,909
1,423,829 1,329,796
1,107,104 1,534,444
Investment aid 2,032,126 2,278,884
Other liabilities 4,751,856 3,791,964
36,219,289 47,113,273
Trade accounts payable and other current liabilities 71,328,302 97,766,631

23. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2010 were as follows:

Captions Balance as at 1
January 2010
Increases Decreases Balance as at 30
June 2010
Accumulated impairment losses on:
Investments (Note 10) 7,946,337 2,032,483 (77,460) 9,901,360
Other non current assets (Note 11) 34,916 64,596 99,512
Trade accounts receivable (Note 13) 5,073,127 93,480 (415,757) 4,750,850
Other current debtors (Note 13) 28,961,730 1,060,511 (60,032) 29,962,209
Stocks (Note 12) 7,858,373 (123,578) 7,734,795
Non current provisions 3,995,369 1,280,000 (2,089,395) 3,185,974
Current provisions 2,379,002 (1,200,000) 1,179,002
56,248,854 4,531,070 (3,966,222) 56,813,702

As at 30 June 2010 and 31 December 2009, detail of other provisions was as follows:

30 June 2010 31 December 2009
Judicial claims 1,632,000 2,709,600
Others 2,732,976 3,664,771
4,364,976 6,374,371

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

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2010 and 31 December 2009 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2010 31 December 2009
Guarantees given:
on VAT reimbursements 2,985,908 691,424
on tax claims 2,735,893 2,547,537
on judicial claims 1,897,406 1,897,406
on municipal claims 3,175,168 3,175,167
Others 46,580,569 46,176,125

Other include the following guarantees:

  • 7,429,482 euro (7,019,255 euro as at 31 December 2009) of guarantees on construction works given to clients;
  • 37,191,755 euro (37,406,741 euro as at 31 December 2009) 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 2010 and 2009 with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2010 30 June 2009 30 June 2010 30 June 2009
Parent company and group companies excluded from
consolidation (a)
157,722 134,267
Associated companies 754,799 4,755 266,218 48,984
Other partners and shareholders 27,405,220 37,156,232 3,384,636 5,628,579
28,160,019 37,318,709 3,650,854 5,811,830
Interest income Interest expense
Transactions 30 June 2010 30 June 2009 30 June 2010 30 June 2009
Parent company and group companies excluded from
consolidation (a)
Associated companies 716,803 896,410
Other partners and shareholders 1,645 76,980 65,049
718,448 896,410 76,980 65,049
Accounts receivable Accounts payable
Balances 30 June 2010 31 December
2009
30 June 2010 31 December
2009
Parent company and group companies excluded from
consolidation (a)
115
Associated companies 948,252 954,616 53,624 39,774
Other partners and shareholders 14,040,404 14,076,242 3,949,973 4,391,160

14,988,656 15,030,858 4,003,597 4,431,049

Loans obtained Loans granted
Balances 30 June 2010 31 December
2009
30 June 2010 31 December
2009
Parent company and group companies excluded from
consolidation (a)
Associated companies 16,630,335 28,262,784
Other partners and shareholders 2,270,653 2,288,445 1
2,270,653 2,288,445 16,630,335 28,262,785

(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA and with Sonae Industria, SGPS, SA are included on Other partners and shareholders.

26. TAXATION

Income tax for the six months periods ended 30 June 2010 and 2009 was made up as follows:

30 June 2010 30 June 2009
Current tax 1,850,483 6,358,976
Deferred tax (6,130,293) 3,725,366
(4,279,810) 10,084,342

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2010 and 2009, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2010 30 June 2009
Agregate net profit 3,861,194 178,788,363
Harmonisation adjustments 1,997,209 2,711,381
Elimination of intra‐group dividends (45,141,464) (179,117,014)
Equity Method (Note 5) 1,505,425 992,125
Elimination of intra‐group capital
gains/(losses)
27,251,640 509,741
Elimination of intra‐group impairments (6,158,467) 12,217,683
Reversal of impairments 3,457,708
Adjustments of gains/(losses) on the sale of
assets
3,604,856
Adjustments of gains/(losses) on the sale of
financial shareholdings
7,816,779 2,152,886
Others 30,507 8,177
Consolidated net profit for the period (5,379,467) 21,868,198

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2010 and 2009 were calculated taking into consideration the following amounts:

30 June 2010 30 June 2009
Net Profit
Net profit taken into consideration to calculate basic earnings
per share (net profit for the period)
(5,426,249) 20,876,167
Effect of dilutive potential shares
Interest related to convertible bond (net of tax)


Net profit taken into consideration to calculate diluted earnings
per share
(5,426,249) 20,876,167
Number of shares
Weighted average number of shares used to calculate basic
earnings per share
250,000,000 250,000,000
Effect of dilutive potential ordinary shares from convertible
bonds
Weighted average number of shares used to calculate diluted
earnings per share
250,000,000 250,000,000
Earnings per share (basic and diluted) (0.021705) 0.083505

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 2010 and 2009, the following were identified as segments:

  • Sonae Turismo:
  • ‐ Tourism Operations
  • ‐ Other
  • SC Assets:
  • ‐ Residential Development
  • ‐ Other Real Estate Assets
  • ‐ Other
  • Spred:
  • ‐ Atlantic Ferries
  • ‐ Box Lines
  • ‐ 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 half year periods ended on 30 June 2010 and 2009 can be detailed as follows:

30 J
201
une
0
fit &
Pro
Lo
Acc
t
ss
oun
Tou
rism
Ope
ratio
ns
Oth
er
Inte
t Inco
rseg
men
me
ism
Tot
al T
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
Atla
ntic Ferr
ies
Box
Lin
es
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
idat
sol
ed
Ope
ratio
nal
Inco
me
Sale
s
9,4
18,8
93
- - 9,41
8,89
3
1,05
6,10
0
640
,500
- - 1,69
6,60
0
- - 28,5
49,3
25
2,90
0,07
2
- 31,4
49,3
97
- (12
7,56
9)
42,4
37,3
21
Ser
vice
nde
red
s re
16,9
62,5
79
1,46
2,88
4
(1,2
26)
66,8
17,1
58,6
37
534
,848
3,50
7,56
6
- (16
1)
2,97
3,87
9,44
3
1,58
1,64
1
17,5
47,3
37
7,22
1,93
3
2,13
3,06
7
(22
)
,306
28,4
61,6
72
2,25
3,19
4
(4,9
03,1
17)
46,8
49,8
29
Oth
tion
al in
er o
pera
com
e
2,22
2,57
0
412
,384
(63
,322
)
2,57
1,63
2
98,0
31
646
,871
109 -76
,643
668
,368
25,0
05
58,9
26
241
,276
436
,479
(26
1)
761
,425
305
,497
(33
3)
8,69
3,96
8,22
9
28,6
04,0
42
1,87
5,26
8
(1,3
30,1
48)
29,1
49,1
62
1,68
8,97
9
4,79
4,93
7
109 -23
9,61
4
6,24
4,41
1
1,60
6,64
6
17,6
06,2
63
36,0
12,5
34
5,46
9,61
8
(22
,567
)
60,6
72,4
94
2,55
8,69
1
(5,3
69,3
79)
93,2
55,3
79
Ope
rati
l ca
sh-
flow
(EB
ITD
A)
ona
(1,2
73,8
45)
360
,992
(2,0
41)
(91
4,89
4)
(55
2,61
3)
1,94
4,70
1
(20
,925
)
21,7
56
1,37
1,16
3
(65
5,30
7)
275
,753
2,19
8,55
0
226
,156
159 2,04
5,31
1
(56
0,15
2)
4,17
4
1,96
7,35
8
30 J
200
une
9
Pro
fit a
nd
Los
s A
unt
cco
Tou
rism
Ope
ratio
ns
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
Tot
al S
C A
ts
sse
Atla
ntic Ferr
ies
Box
Lin
es
Self
rio Gro
up
Oth
er
Inte
t Inco
rseg
men
me
Tot
al S
d
pre
Hol
din
g &
Oth
ers
Inte
t Inco
rseg
men
me
Con
sol
idat
ed
Ope
ratio
nal
Inco
me
Sale
s
71,8
40,2
26
- - 71,8
40,2
26
215
,250
25,6
50
- - 240
,900
- - 36,
141
,782
4,25
6,88
5
(71
,136
)
40,3
27,5
31
- (1,0
36,5
01)
111
,372
,156
Ser
vice
nde
red
s re
17,6
02,4
22
1,35
6,50
0
(1,2
20,2
24)
17,7
38,6
98
510
,330
3,28
4,23
8
2,87
2,69
4
(44
6,39
8)
6,22
0,86
4
2,02
9,20
2
18,9
47,9
76
6,25
8,96
9
2,50
1,51
6
(61
,454
)
29,6
76,2
09
2,50
9,78
5
(5,1
13)
33,0
51,0
12,5
43
Oth
tion
al in
er o
pera
com
e
9,2
17,2
49
147
,671
(11
7,68
7)
9,24
7,23
3
7,92
9
4,30
7,01
3
39,
182
(1,0
68,6
20)
3,28
5,50
4
24,1
24
94,5
28
529
,527
295
,790
- 943
,969
142
,582
1,77
3,49
5
15,3
92,7
83
98,6
59,8
97
1,50
4,17
1
(1,3
11)
37,9
98,8
26,1
57
733
,509
7,6
16,9
01
2,9
11,8
76
-1,5
15,0
18
9,74
7,26
8
2,05
3,32
6
19,0
42,5
04
42,9
30,2
78
7,05
4,19
1
(13
0)
2,59
70,9
47,7
09
2,65
2,36
7
-4,3
96,0
19
177
,777
,482
Ope
ratio
nal
h-flo
w (
EBIT
DA)
cas
34,4
74,8
81
(84
,689
)
540 34,3
90,7
32
(577
,330
)
5,74
8,61
1
2,38
8,26
1
(1,0
22,9
45)
6,53
6,59
7
(717
,767
)
(22
7,21
0)
3,66
7,63
0
(68
0,46
5)
200 2,04
2,38
8
(45
6)
3,21
1,05
1,08
6
43,5
67,5
87

The contributionof the business segments to the balance sheets as at 30 June 2010 and 31 December 2009 can be detailed as follows:

30 J
201
0
une
Bala
She
et
nce
Tou
rism
Ope
ratio
ns
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
Othe
al Esta
r Re
te A
ts
sse
Othe
r
Inter
t Adju
seg
men
stme
nts
Tot
al S
C A
ts
sse
Atla
ntic
Ferr
ies
Box
Line
s
Self
rio 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
149
,810
,462
1,02
6,06
3
- 150
,836
,526
3,98
1,00
8
80,0
96,9
40
(0) - 84,0
77,9
49
26,7
92,7
25
418
,430
782
,996
8,48
3,22
0
- 36,4
77,3
71
119
,754
- 271
,511
,600
Inve
stme
nts
636
,273
217
,143
- 853
,416
- (0) 54,9
31,9
62
- 54,9
31,9
62
- - 0 1,50
0,53
6
- 1,50
0,53
6
14,2
40,9
52
- 71,5
26,8
66
Othe
r As
sets
177
,389
,659
153
,014
,392
(151
,417
,518
)
178
,986
,533
46,4
72,0
14
63,3
62,7
57
152
,672
,808
(135
,866
,971
)
126
,640
,608
1,77
4,27
7
10,6
52,8
65
69,5
28,0
21
44,1
47,4
42
(8,6
67,1
62)
117
,435
,443
385
,865
,139
(407
)
,756
,104
401
,171
,618
Tot
al A
ts
sse
327
,836
,394
154
,257
,598
(151
,417
,518
)
330
,676
,474
50,4
53,0
22
143
,459
,697
207
,604
,770
(135
,866
,971
)
265
,650
,519
28,5
67,0
02
11,0
71,2
95
70,3
11,0
17
54,1
31,1
98
(8,6
67,1
62)
155
,413
,350
400
,225
,845
(407
,756
,104
)
744
,210
,084
Tot
al L
iabi
litie
s
235
,986
,340
187
,142
,404
(151
,415
,885
)
271
,712
,859
49,3
37,0
76
90,2
78,7
68
182
,404
,035
(135
,866
,735
)
186
,153
,144
24,7
92,3
86
7,90
4,64
7
26,1
16,1
94
36,0
45,3
50
(8,6
67,0
97)
86,1
91,4
80
279
,310
,387
(417
,931
,530
)
405
,436
,340
Tec
hnic
al in
tme
nt
ves
1,09
0,64
9
3,59
9
- 1,09
4,24
8
57,9
90
150
,224
- - 208
,214
218
,793
18,1
84
172
,614
145
,530
- 555
,121
54
24,1
- 1,88
1,73
7
Gro
ss D
ebt
3,74
3,20
4
(0) - 3,74
3,20
4
- 1,03
9,07
3
- - 1,03
9,07
3
22,4
49,4
25
- 2,93
1,99
2
7,15
0,19
7
- 32,5
31,6
14
251
,997
,080
- 289
,310
,972
Net
Deb
t
3,43
5,05
5
(126
,283
)
- 3,30
8,77
2
(508
,609
)
999
,427
(68,
180)
- 422
,639
22,3
55,9
41
(563
,619
)
806
,554
7,05
2,97
7
- 29,6
51,8
53
251
,874
,811
- 285
,258
,075
31 D
mb
er 2
009
ece
Bala
She
et
nce
Tou
rism
Ope
ratio
ns
Othe
r
Inter
t
seg
men
Adju
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
seg
men
Adju
stme
nts
Tot
al S
C A
ts
sse
Atla
ntic Ferr
ies
Box
Line
s
Self
rio G
roup
Oth
er
Inter
t
seg
men
Adju
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
166
,749
,384
822
,600
- 167
,571
,984
4,02
7,78
9
81,5
33,7
67
(0) - 85,5
61,5
56
27,4
12,9
37
516
,419
716
,407
9,51
1,89
5
- 38,1
57,6
58
130
,262
- 291
,421
,459
Inve
stme
nts
635
,044
217
,143
- 852
,187
- - 53,8
25,7
93
- 53,8
25,7
93
- - - 2,83
7,14
6
- 2,83
7,14
6
14,3
22,7
47
- 71,8
37,8
73
Othe
r As
sets
188
,538
,286
357
,554
,871
(184
)
,115
,649
361
,977
,508
46,7
47,2
90
63,2
54,2
70
84,4
39,4
22
(81,
)
847
,246
112
,593
,736
3,30
3,96
9
11,9
00,8
24
73,1
96,6
61
33,3
11,2
47
(7,0
88)
08,3
114
,704
,313
564
,154
,191
(746
,922
,353
)
406
,507
,395
Tot
al A
ts
sse
355
,922
,713
358
,594
,614
(184
,115
,649
)
530
,401
,678
50,7
75,0
79
144
,788
,037
138
,265
,215
(81,
847
,246
)
251
,981
,085
30,7
16,9
06
12,4
17,2
43
73,9
13,0
68
45,6
60,2
89
(7,0
08,3
88)
155
,699
,117
578
,607
,200
(746
,922
,353
)
769
,766
,727
Tot
al L
iabi
litie
s
261
,844
,584
549
,141
,750
(184
,116
,684
)
626
,869
,650
56,6
70,6
63
92,1
44,0
89
130
,004
,022
(81,
847
,010
)
196
,971
,764
25,1
37,6
27
8,39
3,79
8
31,2
90,6
72
62,4
28,9
83
(7,0
09,0
61)
120
,242
,019
248
,508
,586
(767
,764
,680
)
424
,827
,339
Tec
hnic
al in
tme
nt
ves
17,4
80,1
27
73,6
88
- 17,5
53,8
14
37,3
46
1,28
7,81
3
25,1
72,6
31
- 26,4
97,7
90
1,28
0,04
7
292
,710
132
,270
674
,605
- 2,37
9,63
3
135
,300
- 46,5
66,5
37
ss D
ebt
Gro
3,92
3,48
2
23,6
42
- 3,94
7,12
4
- 1,35
7,56
0
- - 1,35
7,56
0
23,1
07,6
44
- 3,50
3,36
0
7,70
4,36
7
- 15,3
34,3
71
241
,103
,022
- 280
,723
,077
Net
Deb
t
3,53
7,89
1
10,0
33
- 3,54
7,92
4
(505
,501
)
1,33
1,43
1
(17,
282
)
- 808
,648
23,0
54,9
52
(233
,532
)
2,40
9,03
1
7,64
6,25
0
- 32,8
76,7
01
240
,684
,524
- 277
,917
,797

30. SUBSEQUENT EVENTS

On 5 August 2010, Spred, SGPS, SA, a company wholly owned, directly and indirectly, by Sonae Capital, agreed with Via Marítima – SGPS, Lda, a company owned by Sousa Investimentos Group, the terms for the sale of the whole of the share capital of Box Lines – Navegação, SA (Box Lines). This transaction is subject to non opposition by the Portuguese Competition Authority and will result in a cash inflow of around 10.5 million euro, with an estimated impact of circa 7 million euro on the 2010 consolidated results of Sonae Capital.

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and atuthorized for issue on 25 August 2010.

The Board of Directors

INDIVIDUAL FINANCIAL STATEMENTS 30 JUNE 2010

(Translation from the Portuguese Original)

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2010 AND 31 DECEMBER 2009

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

(Amounts expressed in euro)

ASSETS Notes 30 June 2010 31 December 2009
NON CURRENT ASSETS:
Tangible assets 1,321 2,643
Investments 4 542,139,453 382,639,453
Deferred tax assets 110,244 -
Other non current assets 5 198,681,043 343,547,500
Total Non Current Assets 740,932,061 726,189,596
CURRENT ASSETS
Other current assets
Cash and cash equivalents
6
7
32,133,254
27,842
12,860,560
55,597
Total Current Assets 32,161,096 12,916,157
TOTAL ASSETS 773,093,157 739,105,753
EQUITY AND LIABILITIES
EQUITY:
Share Capital 8 250,000,000 250,000,000
Legal Reserve 8,191,127 -
Other reserves 9 287,419,883 132,638,253
Retained earnings - (849,780)
Profit / (Loss) for the period 2,508,524 163,822,537
TOTAL EQUITY 548,119,534 545,611,010
LIABILITIES:
NON CURRENT LIABILITIES
Bank loans 10 104,257,839 102,750,107
Bonds 10 49,914,133 49,884,766
Other non current liabilities 83,532 140,821
Deferred tax liabilities 32,007 41,282
Total Non Current Liabilities 154,287,511 152,816,976
CURRENT LIABILITIES
Suppliers 7,500 54,384
Bank overdrafts 10 47,100,000 39,100,000
Other creditors 11 20,364,177 2,350
Other current liabilities 12 3,214,435 1,521,033
Total Current Liabilities 70,686,112 40,677,767
TOTAL EQUITY AND LIABILITIES 773,093,157 739,105,753

The accompanying notes are part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

Notes 30 June 2010 30 June 2009
Operational income:
Other operational income 53,575 7,091
Total operational income 53,575 7,091
Operational expenses:
External supplies and services 13 (161,882) (311,534)
Staff costs 14 (606,578) (459,060)
Depreciation and amortisation (1,321) (1,321)
Other operational expenses (98,247) (45,304)
Total operational expenses (868,028) (817,220)
Operational profit/(loss) (814,453) (810,129)
Financial income 15 5,097,105 4,441,257
Financial expenses 15 (4,761,450) (3,538,916)
Net financial income/(expenses) 335,655 902,341
Investment income 18 2,871,845 162,500,000
Profit/(loss) before taxation 2,393,047 162,592,212
Taxation 16 115,477 (26,056)
Profit/(loss) for the period 2,508,524 162,566,156
Profit/(loss) per share
Basic 17 0.010034 0.650265

The accompanying notes are part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

2nd Quarter 2010 2nd Quarter 2009
(Unaudited) (Unaudited)
Operational income:
Other operational income 40,588 -
Total operational income 40,588 -
Operational expenses:
External supplies and services (103,240) (77,233)
Staff costs (294,937) (309,946)
Depreciation and amortisation (660) (661)
Other operational expenses (36,569) (5,353)
Total operational expenses (435,406) (393,193)
Operational profit/(loss) (394,818) (393,193)
Financial income 2,254,406 2,630,273
Financial expenses (2,286,573) (1,722,305)
Net financial income/(expenses) (32,167) 907,968
Investment income 2,871,845 -
Profit/(loss) before taxation 2,444,860 514,775
Taxation 102,524 (131,003)
Profit/(loss) for the period 2,547,384 383,772
Profit/(loss) per share
Basic 0.010190 0.001535
The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

30 June 2010 30 June 2009
Net profit for the period 2,508,524 162,566,156
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 - 304,749
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - 304,749
Total comprehensive income for the period 2,508,524 162,870,905

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

2nd Quarter 2010
(Unaudited)
2nd Quarter 2009
(Unaudited)
Net profit for the period 2,547,384 383,772
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 - 153,196
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - 153,196
Total comprehensive income for the period 2,547,384 536,968

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

(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
Con
ion
vers
Res
erve
Res
erve
s
Fai
r Va
lue
Res
erve
Hed
ging
Res
erve
Oth
er
Res
erve
s
Ret
aine
d
Ear
ning
s
Sub
tot
al
Net
fit /
(lo
ss)
pro
Tot
al E
quit
y
Bal
t 1
Jan
20
09
anc
e a
s a
uary
250
,000
,000
- - (30
49)
4,7
-
- 132
,638
,253
(1,5
09)
132
,33
1,99
5
(84
71)
8,2
381
,483
,724
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - 304
,749
- - - 304
,749
162
,566
,156
162
,870
,905
App
riat
ion
of p
rofit
rop
s:
nsfe
Tra
r to
leg
al r
and
ret
aine
d e
ings
ese
rve
arn
Divi
den
ds
dist
ribu
ted
Acq
uisi
tion
/(di
sal)
of
sh
spo
own
are
s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(84
71)
8,2
-
-
(84
71)
8,2
-
-
848
,27
1
-
-
-
-
-
Oth
ers
- - - - - - - - - - -
Bal
t 30
Ju
ne 2
009
anc
e a
s a
250
,000
,000
- - - - - 132
,638
,253
(84
9,7
80)
131
,788
,473
162
,566
,156
544
,354
,629
Bal
t 1
Jan
20
10
anc
e a
s a
uary
250
,000
,000
- - - - - 132
,638
,253
(84
9,7
80)
131
,788
,473
163
,822
,537
545
,61
1,0
10
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - - - - - - 2,5
08,
524
2,5
08,
524
App
riat
ion
of p
rofit
rop
s:
Tra
nsfe
leg
al r
and
aine
d e
ings
r to
ret
ese
rve
arn
Divi
den
ds
dist
ribu
ted
Acq
uisi
tion
/(di
sal)
of
sh
spo
own
are
s
-
-
-
-
-
-
8,1
91,
127
-
-
-
-
-
-
-
-
-
-
-
154
,78
1,63
0
-
-
849
,780
-
-
163
,822
,537
-
-
(16
3,8
22,
537
)
-
-
-
-
-
Oth
ers
- - - - - - - - - - -
Bal
t 30
Ju
ne 2
010
anc
e a
s a
250
,000
,000
- 8,1
91,
127
- - - 287
,419
,883
- 295
,61
1,0
10
2,5
08,
524
548
,119
,534

The accompanying notes are an integral part of these financial statements.

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

30 June 2010 30 June 2009
OPERATING ACTIVITIES
Cash paid to trade creditors 216,770 347,042
Cash paid to employees 564,627 542,872
Cash flow generated by operations (781,397) (889,914)
Income taxes (paid)/received 54,650 601
Other cash receipts/(payments) relating to operating activities (82,838) (145,055)
Net cash flow from operating activities [1] (918,885) (1,035,571)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 6,175,215 3,672,726
Dividends 2,871,845 162,500,000
Loans granted 191,096,257 -
200,143,317 166,172,726
Cash payments arising from:
Investments 159,500,000 -
Tangible assets - -
Loans granted 67,245,984 161,612,700
226,745,984 161,612,700
Net cash flow from investment activities [2] (26,602,667) 4,560,026
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 29,863,907 3,216,000
29,863,907 3,216,000
Cash Payments arising from:
Interest and similar costs 2,370,110 2,550,150
Loans obtained - 208,200
2,370,110 2,758,350
Net cash from financing activities [3] 27,493,797 457,650
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] (27,755) 3,982,105
Cash and cash equivalents at the beginning of the period 55,597 25,516
Cash and cash equivalents at the end of the period 27,842 4,007,621

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

2nd Quarter 2010
(Unaudited)
2nd Quarter 2009
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 130,303 73,720
Cash paid to employees 394,166 379,214
Cash flow generated by operations (524,469) (452,934)
Income taxes (paid)/received 54,149 97
Other cash receipts/(payments) relating to operating activities (172,921) (76,309)
Net cash flow from operating activities [1] (751,539) (529,341)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 54,345 483
Dividends 2,871,845 162,500,000
Loans granted 191,096,257 -
194,022,447 162,500,483
Cash payments arising from:
Investments
- -
Tangible assets - -
Loans granted 56,130,800 156,566,000
56,130,800 156,566,000
Net cash flow from investment activities [2] 137,891,647 5,934,483
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained (136,690,657) 1,030,000
(136,690,657) 1,030,000
Cash Payments arising from:
Interest and similar costs 492,977 2,227,542
Loans obtained - 208,200
492,977 2,435,742
Net cash from financing activities [3] (137,183,634) (1,405,742)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] (43,526) 3,999,399
Cash and cash equivalents at the beginning of the period 71,368 8,222
Cash and cash equivalents at the end of the period 27,842 4,007,621

The accompanying notes are part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

1. INTRODUCTION

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

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree‐Law 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 2009.

4. INVESTMENTS

As at 30 June 2010 and 31 December 2009 Investments are detailed as follows:

30 June 2010 31 December 2009
Investments in affiliated and associated undertakings 542.138.253 382,638,253
Investments in other companies (Sonae RE - 0,04%) 1.200 1,200
542,139,453 382,639,453

4.1 Investments in affiliated and associated undertakings

As at 30 June 2010 and 31 December 2009, 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 2010 31 December 2009
Company % Held Fair Value Book Fair Value % Held Fair Value Book Fair Value
Value Reserve Value Reserve
SC, SGPS, SA 100.00% $\sim$ 382,638,253 ٠ 100.00% ٠ 382,638,253 ۰
Spred, SGPS SA 54.05% $\overline{\phantom{a}}$ 40,000,000 ٠ ۰ $\overline{\phantom{a}}$ ۰ -
SC Assets, SGPS, SA 76.64% $\overline{\phantom{a}}$ 82,000,000 $\overline{\phantom{a}}$ ۰ $\overline{\phantom{a}}$ ۰ -
Sonae Turismo, SGPS SA 23.08% $\overline{\phantom{a}}$ 37,500,000 ۰ - ۰ $\sim$
Total $\overline{\phantom{a}}$ 542,138,253 ۰ ۰ 382,638,253 -

5. OTHER NON CURRENT ASSETS

As at 30 June 2010 and 31 December 2009 Other Non Current Assets are detailed as follows:

30 June 2010 31 December 2009
Loans granted to group companies:
SC, SGPS, SA 162,592,243 343,547,500
SC Assets, SGPS, SA 36,088,800 -
198,681,043 343,547,500

These assets were not due or impaired as at 30 June 2010. 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 2010 and 31 December 2009 Other Current Assets can be detailed as follows:

30 June 2010 31 December 2009
Group companies - Short term loans:
Change, SGPS, SA 2,064,000 2,052,000
SC, SGPS, SA 8,589,800 3,862,000
SC Assets, SGPS, SA 16,276,384
Group companies - Interest:
SC, SGPS, SA 4,152,431 5,945,846
SC Assets, SGPS, SA 306,571
Income tax withheld 108,646 212,237
Other Debtors 2,632
Accrued income 421,808 9,063
Deferred costs 213,615 776,782
32,133,254 12,860,560

7. CASH AND CASH EQUIVALENTS

As at 30 June 2010 and 31 December 2009 Cash and Cash Equivalents can be detailed as follows:

30 June 2010 31 December 2009
Cash 1,003 1,003
Bank deposits 26,839 54,594
Cash and cash equivalents in the balance sheet 27,842 55,597
Bank overdrafts
Cash and cash equivalents in the cash flow statement 27,842 55,597

8. SHARE CAPITAL

As at 30 June 2010 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

9. OTHER RESERVES

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

30 June 2010 31 Decembe r 2009
Free rese rves 154,781,631
Deme rge r rese rve 132,638,252 132,638,252
287,419,883 132,638,252

The Demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,253 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).

10. LOANS

As at 30 June 2010 and 31 December 2009 this caption included the following loans:

30 June 2010 31 December 2009
Bank loans ‐ Comme rcial pa per 104,300,000 102,800,000
Up‐front fees not yet cha rged to income s ta tement (42,161) (49,893)
Bank loans ‐ non current 104,257,839 102,750,107
Nominal value of bonds 50,000,000 50,000,000
Up‐front fees not yet cha rged to income s ta tement (85,867) (115,234)
Bonds 49,914,133 49,884,766
Non‐current loans 154,171,972 152,634,873
Bank loans ‐ Comme rcial pa per 47,100,000 39,100,000
Current bank loa ns 47,100,000 39,100,000

Bonds Sonae Capital 2007/2012 1st Bond issue, amounting to 20,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012, except if total or partial early repayment occurs, which can happen on 31 December 2010.

Bonds Sonae Capital 2007/2012 2nd Bond issue, amounting to 30,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012.

These bond issues pay interest every six months at Euribor six month interest rates plus spreads which vary between 0.50% and 0.60%.

Bonds totalling 20,000,000 euro are included in the financial statements based on their full lives, although prior call/put options exist. In the case of early repayment, it is considered that the borrowing could be refinanced on a similar basis and the borrowing structure maintained.

The caption Non Current Bank Loans, relates to amounts issued under four Commercial Paper Programmes with guaranteed subscription, one of which launched on 14 March 2008 with the maximum amount of 30,000,000 euro and valid for a period of 5 years, and three other launched on 26 and 28 August 2009 with the maximum amount of 36,600,000 euro each and valid for a period of 2 years.

The caption Current Bank Loans includes two issues of commercial paper programmes. One, with a maximum limit of 60,000,000 euro, without subscription guarantee, launched on 28 March 2008, valid for a ten year period, which may be extended at the option of the Company, and another, with a maximum limit of 11,250,000 euro, with subscription guarantee, launched on 22 December 2008, valid for one year period, extendable for two annual periods, which may not be renewed at the discretion of both parties.

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 2010 and 31 December 2009, these captions were made up as follows:

30 June 2010 31 December 2009
Othe r credi tors
Group compa nies ‐ Short te rm loans:
Spred , SGPS, SA 18,313,907
Se te e Meio Herda des, SA 2,050,000
Other credi tors 270 2,350
20,364,177 2,350

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

12. OTHER CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009, these captions were made up as follows:

30 June 2010 31 December 2009
Othe r current liabili ties
Taxes payable 36,506 185,865
Accrual s:
Sta ff cos ts 401,330 344,130
Interes t payable 2,767,752 977,733
Other accrual s 7,939 6,947
De fe rred income 908 6,358
3,214,435 1,521,033

13. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2010 and 30 June 2009, External Supplies and Services can be detailed as follows:

30 June 2010 30 June 2009
Ope ra tional rents 32,897 6,917
Ins ura nce cos ts 22,049 21,348
Travelling expenses 22,298 28,755
Services obtained 72,460 246,917
Othe r servi ces 12,178 7,597
161,882 311,534

14. STAFF COSTS

As at 30 June 2010 and 30 June 2009, Staff Costs are made up as follows:

30 June 2010 30 June 2009
Governing bodies' remune ra tions 556,473 404,427
Social securi ty contributions 38,853 36,385
Othe r s ta ff cos ts 11,252 18,248
606,578 459,060

15. NET FINANCIAL EXPENSES

As at 30 June 2010 and 30 June 2009, Net Financial Expenses can be detailed as follows:

30 June 2010 30 June 2009
Inte res t paya ble and similar expenses
Inte res t a ri si ng from:
Bank loans (1,773,016) (999,834)
Bonds (390,407) (904,246)
Othe r (1,678,140) (1,467,231)
Othe r fina ncial expenses (919,887) (167,605)
(4,761,450) (3,538,916)
Inte res t receivable and similar income
Inte res t income 5,097,105 4,441,257
5,097,105 4,441,257
Net financial expenses 335,655 902,341

16. TAXATION

As at 30 June 2010 and 30 June 2009, Taxation is made up as follows:

30 June 2010 30 June 2009
Current tax (4,042) (2,821)
De fe rred tax 119,519 (23,235)
115,477 (26,056)

17. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2010 and 2009 were calculated taking into consideration the following amounts:

30 June 2010 30 June 2009
Net profit
Net profi t taken into considera tion to calcula te basic
ea rni ngs per s ha re (Net profi t for the pe riod ) 2,508,524 162,566,156
Effect of dilutive potential s ha res - -
Net profi t taken into considera tion to calcula te
diluted ea rnings per s ha re 2,508,524 162,566,156
Number of shares
Weighted average number of s ha res used to calcula te
basic ea rnings per s ha re 250,000,000 250,000,000
Weighted average number of s ha res used to calcula te
diluted ea rnings per s ha re 250,000,000 250,000,000
Earnings per share (basic and diluted) 0.010034 0.650265

18. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 25 August 2010.

19. INFORMATION REQUIRED BY LAW

Decree‐Law nr 318/94 art 5 nr 4

In the period ended 30 June 2010 shareholders' loan contracts were entered into with the following companies:

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

In the period ended 30 June 2010 short‐term loan contracts were entered into with the following companies:

  • SC, SGPS, SA
  • SC Assets, SGPS, SA
  • Spred SGPS, SA
  • Sete e Meio Herdades, SA

As at 30 June 2010 amounts owed by affiliated companies can be summarized as follows:

Loa ns gra nted

Companies Closing Balance
SC, SGPS, SA 171,182,043
Cha nge, SGPS, SA 2,064,000
SC As se ts, SGPS, SA 52,365,184
225,611,226

As at 30 June 2010 amounts owed to affiliated companies can be summarized as follows:

Loa ns obtained

Compa nies Closi ng Balance
Spred , SGPS, SA 18,313,907
Se te e Meio Herda des, SA 2,050,000
20,363,907

LIMITED REVIEW REPORT

30 JUNE 2010

LIMITED REVIEW REPORT PREPARED BY THE AUDITOR REGISTERED WITH THE STOCK EXCHANGE REGULATOR ON HALF-YEAR FINANCIAL INFORMATION

(Translation of a report originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)

Introduction

    1. In accordance with the Securities Market Code, we hereby present our Limited Review Report on the financial information of Sonae Capital, SGPS, S.A. ("Company") for the half-year ended 30 June 2010 included in: the Report of the Board of Directors, the Consolidated and Individual Balance Sheets (which reflect total assets of 744.210.084 Euro and 773.093.157 Euro, respectively, and Consolidated and Individual equity of 338.773.743 Euro and 548.119.534 Euro respectively, including a consolidated net loss attributable to the Company's equity holders of 5.426.249 Euro and an individual net profit of 2.508.524 Euro), the Consolidated and Individual Statements of Profit and Loss, Comprehensive Income, Changes in Equity and Cash Flows for the half-year then ended and the related notes.
    1. The amounts in the consolidated and individual financial statements, as well as the additional financial information, are in accordance with the accounting records of the companies included on consolidation.

Responsibilities

    1. The Company's Board of Directors is responsible for: (i) the preparation of consolidated and individual financial information that present a true and fair view of the financial position of the Company and of the companies included on consolidation and the consolidated and individual results of their operations, comprehensive income, changes in equity and cash flows; (ii) the preparation of historical financial statements in accordance with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) which are complete, true, timely, clear, objective and licit, as required by the Securities Market Code; (iii) the adoption of adequate accounting policies and criteria; (iv) the maintenance of an appropriate internal control system; and (v) informing any significant facts that have influenced its operations and the operations of the companies included on consolidation, its financial position, comprehensive income or results.
    1. Our responsibility is to review the financial information contained in the above mentioned documents, namely verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Securities Market Code, and to issue a moderate assurance, professional and independent report on that financial information based on our work.

Scope

    1. The objective of our work was to obtain moderate assurance as to whether the above mentioned financial information is free of material misstatement. Our work was performed in accordance with the Auditing Standards issued by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective and consisted essentially of enquiries and analytical procedures with the objective of reviewing: (i) the reliability of the assertions included in the financial information; (ii) the adequacy of the accounting principles used, taking into consideration the circumstances and the consistency of their application; (iii) the applicability, or not, of the going concern concept; (iv) the presentation of the financial information; and (v) whether, in all material respects, the consolidated and individual financial information is complete, true, timely, clear, objective and licit as required by the Securities Market Code.
    1. Our work also included verifying that the consolidated and individual financial information included in the Report of the Board of Directors is consistent with the other above mentioned financial information.
  • We believe that our work provides a reasonable basis for issuing the present limited review report on the half-year financial information.

Opinion

  1. Based on our work, which was performed with the objective of obtaining moderate assurance, nothing came to our attention that leads us to believe that the consolidated and individual financial information for the half-year ended 30 June 2010 referred to in paragraph 1 above of Sonae Capital, S.G.P.S., S.A. is not exempt from material misstatement that affects its conformity with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) and that, in terms of the definitions included in the Auditing Standards referred to in paragraph 5 above, it is not complete, true, timely, clear, objective and licit.

Porto, 25 August 2010

Deloitte & Associados, SROC S.A. Represented by António Manuel Martins Amaral

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