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Samba Digital SGPS S.A

Interim / Quarterly Report Aug 27, 2009

6003_ir_2009-08-27_5633ddea-beaf-4437-94bc-e2a8d8f6da70.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 2009

(Translation from the Portuguese Original)

Index

I. Report of the Board of Directors

1. Executive Summary 4
2. Main Events 5
3. Consolidated Financial Statements Review 6
4. Summary Business Review 13
5. Sales Data 15
6. Share Price Performance 16
- Glossary 17
II.
Consolidated
Financial
Statements
22
III.
Individual
Financial
Statements
53
IV.
Limited
Review
Report
70

REPORT OF THE BOARD OF DIRECTORS 30 JUNE 2009

Report of the Board of Directors 1 st Half 2009

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 end 2008 for financial position figures.

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

1. Executive Summary

First half 2009 results were clearly marked by the sale of residential units at Troiaresort:

  • Turnover grew 75% to 162.4 million euro, and;
  • EBITDA amounted to 43.6 million euro, compared to last year's negative 1.5 million euro.

Net Profit for the period totalled 22.9 million euro (33.3 million euro in 1H 2008) with a marginal 2.1 million euro contribution from investment income (48.9 million euro in 1H 2008).

The first stage of Troiaresort's development is now complete, with the conclusion of construction works and major projects in the Central and Beach Areas.

Sonae Capital concluded today the refinancing of the 110 million euro Commercial Paper Programme, maturing August 2009, with a term extension of two years.

Selected Financial data Values in 106

euro

2Q 1H
2009 1 2008 1 % Var. 2009 1 2008 1 % Var.
Turnover 66.3 47.8 38.7% 162.4 92.8 75.0%
EBITDA 19.3 -0.3 - 43.6 -1.5 -
EBIT 15.8 -2.9 - 34.9 -7.7 -
Net Financial Expenses -1.8 -2.3 24.9% -5.1 -5.2 1.9%
Investment Income 2.1 0.1 >100% 2.1 48.9 -95.6%
Net Profit 13.0 -5.9 - 22.9 33.3 -31.3%

1 Continued Operations.

% Chg.
30.06.09 31.12.08 QoQ
Capex2 45.9 119.6 n.m.
Net Debt2 276.8 273.8 1.1%

2Total Operations.

n.m. - not meaningful

Selected Operational Data (25 August 2009) Sales information
Total # Units
(Sold + Pre Sold)
Total # Available Units
Total Troiaresort 206 254
City Flats/Lofts - Building E 9 97
City Flats/Lofts - Building F 88 18
Efanor - Building Delfim Pereira da Costa 0 40

2. Selected Main Events

During the first half of the year and up to the date of this report, the following events were announced to the market:

Rehabilitation proceedings for Plysorol

25 February 2009

Sonae Capital, SGPS, SA informed about the Court's decision to extend the observation period of the rehabilitation proceedings until the end of May.

1 April 2009

Sonae Capital, SGPS, SA announced the Court's decision to sell Plysorol's assets, as a going concern, to two Chinese companies.

Asset disposals

22 May 2009

Sonae Capital, SGPS, SA informed about the termination of the promissory purchase agreement,

Sonae Capital, SGPS, SA Report and Accounts 5

signed on 14 May 2008 with Empire House – Investimentos Imobiliários, SA, for the sale of the parcel of land where the Tróia Hotel Resort will be built.

28 May 2009

As of this date, Sonae Capital, SGPS, SA began the disposal of Sonae Indústria shares. Up to 30 June 2009, 618,896 shares (0.442% of Sonae Indústria's share capital) had been sold, with a 0.6 million euro positive impact in the consolidated results.

3 June 2009

Sonae Capital, SGPS, SA informed about the reduction in the percentage of capital held in Fundo Imosede, from 51% to 45.45%, with a 1.4 million euro positive impact in the consolidated results.

Subsequent events

From 2 July until 13 August 2009, Sonae Capital, SGPS, SA disposed of 10,365,268 shares, representing 7.404% of the share capital of Sonae Indústria, with a 8.0 million euro estimated positive impact in the consolidated results. Following these transactions, Sonae Capital no longer holds, directly or indirectly, any shareholding in Sonae Indústria, SGPS, SA.

On 26 August 2009, Sonae Capital, SGPS, SA informed about the completion of the refinancing of its 110 million euro debt facilities maturing on 29 August 2009, by issuing three Commercial Paper Programmes of 36.6 million euro each, with a maturity of 2 years.

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):

  • 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 financial information).

These contributions are identified as discontinued operations in the financial statements as a result of the following events, announced by Sonae Capital in due time:

  • May 2008: announcement of the negotiation for the termination of the phased disposal agreement of Sonae Capital's shareholding and the consequent regaining of control of Elmo;
  • November 2008: opening of the rehabilitation proceedings of Plysorol SAS, as decided by the Commercial Court of Lisieux, and the appointment of two judicial administrators with the role of assisting the management team in selling all or part of Plysorol's assets as a going concern.

It should be pointed out that the deconsolidation of these businesses will take place as soon as Sonae Capital loses control definitively over Plysorol and when Elmo (sole shareholder of Plysorol) is liquidated.

In view of the above, like for like comparisons regarding consolidated financial statements do not take into consideration discontinued operations and are consistently used throughout the report when applicable.

3.1. Consolidated Profit and Loss Statement

3.1.1. Quarterly Profit and Loss Statement

Values in 103 euro

2Q 09
Total
Operations
2Q 09
Discontinued
Operations
2Q 09
Continued
Operations
2Q 08
Continued
Operations
∆ (A/B)
(A) (B)
Turnover 66,334.7 0.0 66,334.7 47,815.3 38.7%
Other Operational Income 13,253.8 0.0 13,253.8 1,112.9 >100%
Total Operational Income 79,588.5 0.0 79,588.5 48,928.2 62.7%
Cost of Goods Sold -14,619.2 0.0 -14,619.2 -14,164.7 -3.2%
Change in Stocks of Finished Goods 13,602.0 0.0 13,602.0 14,816.4 -8.2%
External Supplies and Services -45,418.9 -1.3 -45,417.6 -36,585.9 -24.1%
Staff Costs -12,651.2 0.0 -12,651.2 -11,645.0 -8.6%
Other Operational Expenses -1,093.3 0.0 -1,093.3 -1,543.5 29.2%
Total Operational Expenses -60,180.6 -1.3 -60,179.3 -49,122.8 -22.5%
Operational Cash-Flow (EBITDA) 19,276.3 -1.3 19,277.6 -315.5 -
Amortisation and Depreciation -3,070.2 0.0 -3,070.2 -2,162.6 -42.0%
Provisions and Impairment Losses -491.5 0.0 -491.5 -565.6 13.1%
Operational Profit/(Loss) (EBIT) 15,846.1 -1.3 15,847.4 -2,922.9 -
Net Financial Expenses -2,195.1 -438.3 -1,756.9 -2,338.5 24.9%
Share of Results of Associated Undertakings 637.9 0.0 637.9 -523.4 -
Investment Income 2,140.7 0.0 2,140.7 99.9 >100%
Profit before Taxation 16,429.6 -439.6 16,869.2 -5,684.9 -
Taxation -3,845.7 0.2 -3,846.0 -259.3 <-100%
Net Profit 12,583.9 -439.4 13,023.3 -5,944.2 -
Attributable to Equity Holders of Sonae Capital 11,752.7 -439.4 12,192.1 -6,253.3 -
Attributable to Minority Interests 831.2 0.0 831.2 309.1 >100%

Quarterly turnover grew 18.5 million euro to 66.3 million euro, mainly driven by the 25 additional Troiaresort sales deeds signed in the second quarter of the year, delivering a 16.1 million euro contribution to the quarter's consolidated turnover.

Selfrio Group's quarterly contribution to consolidated turnover grew by 4.5 million euro, as a result of increased activity in the Refrigeration business arising from new business contracts in industrial and commercial segments.

Box Lines contribution to the quarter's consolidated turnover fell 19% to 9.4 million euro, continuing to be penalised by the less favourable macroeconomic environment.

Consolidated operational cash-flow (EBITDA) amounted to 19.3 million euro in the quarter (negative 0.3 million euro), mainly due to the increased contribution of Resorts & Residential Development (+18.8 million euro). This contribution includes 7.5 million euro from down payments retained with the termination of the promissory agreement for the sale of the parcel of land where the Tróia Hotel Resort will be built.

Following the improved operational performance, net profit for the quarter grew by 19.0 million euro to 13.0 million euro.

3.1.2. Year to Date Profit and Loss Statement

Values in 103 euro

1H 09
Total
Operations
1H 09
Discontinued
Operations
1H 09
Continued
Operations
1H 08
Continued
Operations
∆ (A/B)
(A) (B)
Turnover 162,384.7 0.0 162,384.7 92,796.4 75.0%
Other Operational Income 15,392.8 0.0 15,392.8 2,650.8 >100%
Total Operational Income 177,777.5 0.0 177,777.5 95,447.2 86.3%
Cost of Goods Sold -25,477.3 0.0 -25,477.3 -22,861.7 -11.4%
Change in Stocks of Finished Goods -8,593.7 0.0 -8,593.7 26,774.4 -
External Supplies and Services -73,521.8 -2.5 -73,519.3 -75,498.3 2.6%
Staff Costs -24,041.2 0.0 -24,041.2 -22,105.0 -8.8%
Other Operational Expenses -2,233.1 -0.1 -2,233.0 -2,459.0 9.2%
Total Operational Expenses -133,867.2 -2.6 -133,864.6 -96,149.6 -39.2%
Operational Cash-Flow (EBITDA) 43,567.6 -2.6 43,570.1 -1,483.2 -
Amortisation and Depreciation -5,892.1 0.0 -5,892.1 -4,136.4 -42.4%
Provisions and Impairment Losses -3,075.8 0.0 -3,075.8 -2,899.5 -6.1%
Operational Profit/(Loss) (EBIT) 34,942.4 -2.6 34,945.0 -7,738.3 -
Net Financial Expenses -6,122.8 -997.8 -5,124.9 -5,226.8 1.9%
Share of Results of Associated Undertakings 992.1 0.0 992.1 -1,898.2 -
Investment Income 2,140.7 0.0 2,140.7 48,891.7 -95.6%
Profit before Taxation 31,952.5 -1,000.4 32,952.9 34,028.3 -3.2%
Taxation -10,084.3 -0.2 -10,084.1 -723.2 <-100%
Net Profit 21,868.2 -1,000.6 22,868.8 33,305.1 -31.3%
Attributable to Equity Holders of Sonae Capital 20,876.2 -1,000.6 21,876.8 32,755.8 -33.2%
Attributable to Minority Interests 992.0 0.0 992.0 549.4 80.6%

Consolidated turnover for the first half of the year amounted to 162.4 million euro (92.8 million euro), an increase of 75% which was mainly driven by sales deeds regarding residential units at Troiaresort.

Contributions to half year consolidated turnover were as follows:

The contribution from Resort & Residential Development to the half year consolidated turnover includes 71.0 million euro from the sale of 128 residential units at Troiaresort (first sales deeds were signed in the last quarter of 2008).

The contribution of Tourism Operations to consolidated turnover totalled 18.4 million euro (17.1 million euro), an increase of 8%. The hotel business posted a 0.8 million euro increase in its contribution, up to 7.2 million euro, mostly driven by the 1.9 million euro contribution from the hotel operations in Tróia, closed during the first half of 2008 due to renovation works and fully operational as from March 2009. The Pólo da Boavista complex (including the 5 star Porto Palácio Hotel, Congress Centre and complementary services) contributed with 4.9 million euro (-20%), impacted by lower room sales and corporate events, which reflect the contraction in demand from both leisure and business segments. The Fitness business remained roughly in line with last year's contribution, at 9.3 million euro. The decrease in the number of active members (currently 28,996 and down 2%), reflecting downward pressures on consumer spending, was offset by the 2% growth in average revenue per member, achieved through higher penetration from value added services (+50%).

The Selfrio Group's contribution to half year consolidated turnover amounted to 40.7 million euro, a 11% increase explained by new business contracts signed in the second quarter of the year for industrial and commercial refrigeration installations both in Portugal and Spain. Overall performance during the first half of 2009 confirms expectations of reaching for the current year similar levels of activity and profitability as last year.

The contribution of Box Lines to consolidated turnover dropped 3.7 million euro to 18.9 million euro, with the cabotage routes to the Azores and Madeira and international operations being severely impacted by the sharp slowdown in economic activity. Falls in traffic volumes (TEUS transported fell by nearly 7.5%) and prices as a result of increased competition have been instrumental in leading to the poorer performance of Box Lines in the period.

Regarding other business segments the following is worth mentioning:

  • Decrease of 11% in Real estate asset management contribution, to 4.2 million euro, as a result of lower real estate sales, partially offset by an increase in rental income;
  • Increase of 7% in Atlantic Ferries contribution to 2.0 million euro, reflecting the revision of ticket prices made in July 2008 with the introduction of the newly acquired ferries.

Consolidated operational cash-flow (EBITDA) for the half year amounted to 43.6 million euro (negative 1.5 million euro), detailed as follows:

The Resort & Residential Development business continued to be the single most significant contributor to Sonae Capital's consolidated operational cash-flow (EBITDA), reflecting the 48% margin captured in the sale of residential units in Troiaresort and the 7.5 million euro of down payments retained from the termination of the promissory agreement for the sale of the parcel of land where the Tróia Hotel Resort will be built.

Selfrio Group's contribution in the period grew 7.5% to 3.7 million euro, driven by better operational performance in the Refrigeration segment.

The contribution of Tourism Operations to half year consolidated operational cash-flow (EBITDA) fell by 3.3 million euro in the period, to negative 2.4 million euro, continuing to reflect the impact of the adverse economic environment and the early stages of operation of some significant assets, namely hotels. The latter's contribution to consolidated operational cash-flow (EBITDA) amounted to negative 3.6 million euro (negative 1.7 million euro), with the second quarter improving on first quarter's performance by 1.4 million euro. Porto Palácio Hotel contribution amounted to negative 1.1 million euro, a 0.6 million euro decrease explained by lower revenues. Following the same pattern, Tróia hotels, fully operational as from March 2009, contributed with negative 2.4 million euro (negative 1.1 million euro). The Fitness business contributed with 1.8 million euro to consolidated operational cash-flow (EBITDA), a 0.9 million euro decrease explained by cost increases incurred to retain membership within an adverse economic scenario.

Depreciation and amortisation increased 42% to 5.9 million euro as new assets have entered into operation, namely Troiaresort operations (inaugurated in September 2008) and the new Atlantic Ferries ferry boats (which started activity in the second half of 2008).

Provisions and impairment losses for the period include costs relating to the overall upgrading of Troiaresort and infrastructures built during the development phase, and 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 the sales of those residential units is recorded. The amount of provisions and impairment losses for the period, totalling 3.1 million euro, includes 2.9 million euro expensed as a result of the sale of 180 units up to the end of the first half of 2009.

Net profit for the half year remained at 22.9 million euro, with a marginal contribution from investment income, which amounted to 2.1 million euro resulting from the reduction in the percentage of capital held in the Imosede Fund (1.4 million euro), and from the sale of a 0.442% shareholding in Sonae Indústria (0.6 million euro). Investment income for the first half of 2008 amounted to 48.9 million euro, including the 46.4 million euro capital gain from the sale of Contacto Construções.

3.2 Consolidated Balance Sheet

Values in 103 euro

30.06.2009
Total
30.06.2009
Discontinued
Operations
30.06.2009
Continued
Operations
31.12.2008
Continued
Operations
Fixed Assets 341,958.4 28,944.4 313,014.1 386,237.3
Goodwill 61,766.6 0.0 61,766.6 61,766.6
Non-Current Investments 102,547.3 1.5 102,545.8 44,229.1
Other Non-Current Assets 35,623.8 343.9 35,279.9 39,246.1
Stocks 232,077.9 18,663.1 213,414.8 222,719.3
Trade Debtors and Other Current Assets 107,573.1 26,692.7 80,880.4 80,111.2
Cash and Cash Equivalents 7,331.9 1,384.6 5,947.3 17,933.4
Total Assets 888,879.1 76,030.2 812,848.8 852,243.1
Total Equity attributable to Equity Holders of
Sonae Capital 335,320.5 -13,817.5 349,138.1 319,662.7
Total Equity attributable to Minority Interests 2,580.3 -8,619.8 11,200.1 57,939.2
Total Equity 337,900.8 -22,437.3 360,338.2 377,601.9
Non-Current Borrowings 158,782.5 1,578.8 157,203.7 150,232.3
Other Non-Current Liabilities 72,018.7 54,284.0 17,734.7 28,343.1
Provisions 23,457.7 4,431.3 19,026.4 19,025.5
Non-Current Liabilities 254,259.0 60,294.1 193,964.9 197,600.9
Current Borrowings 125,351.3 517.2 124,834.1 129,111.4
Trade Creditors and Other Current Liabilities 170,210.4 37,656.3 132,554.2 146,630.6
Provisions 1,157.5 0.0 1,157.5 1,298.2
Current Liabilities 296,719.3 38,173.5 258,545.8 277,040.3
Total Liabilities 550,978.2 98,467.5 452,510.7 474,641.2
Total Equity and Liabilities 888,879.1 76,030.2 812,848.8 852,243.1

The consolidated financial position of Sonae Capital as at 30 June 2009 includes the impact of the reduction in the percentage of capital held in the Imosede Fund, from 51% to 45.5%, as announced on 3 June 2009. From that date onwards, the Fund has been accounted for using the equity method. Major impacts in the consolidated balance sheet from the change from full consolidation to equity method include a 84.2 million reduction in Fixed Assets, a 51.6 million euro increase in Non-Current Investments and a 46.7 million euro reduction in Equity attributable to Minority Interests.

Capex for the period amounted to 45.9 million euro, 18.1 million euro of which relates to Troiaresort and 25.2 million euro to the Maia Business Park attributable to the Imosede Fund until the date of its deconsolidation.

Investment, recorded as changes in work in progress for real estate projects under development, amounted to 24.5 million euro (23.0 in Troiaresort and 1.5 in Efanor), with the conclusion of the Troiavillage project being the most significant contributor in the period.

As at 30 June 2009, net debt amounted to 276.8 million euro, a 3.0 million euro increase over 31 December 2008, and 1.1 million euro down on 31 March 2009 figure.

As at 30 June 2009, the debt maturity profile was as follows:

Repayment Schedule (nominal value of borrowings in million euro)

* Impact from the renegotiationof the 110 million euro commercial paper program.

Following the announcement dated 26 August 2009, Sonae Capital renegotiated the 110 million euro commercial paper programme maturing in August 2009, extending the funding for two more years. As a consequence, average maturity of total debt increased from 3.0 years to 3.6 years.

Gearing reached 81.9% (76.9%) and interest cover for the last 12 months, regarding continued operations, was 4.6 (1.0).

N: Reporting Date

4. Summary Business Review (Continued Operations)

Values in 103 euro

Turnover 2Q 09 2Q 08 1H 09 1H 08
Resort & Residential Development 16,209.1 135.6 >100% 71,366.8 1,389.2 >100%
Real Estate Asset Management 2,502.6 2,455.4 1.9% 4,212.6 4,707.0 -10.5%
Tourism Operations 10,370.2 9,218.0 12.5% 18,385.6 17,091.6 7.6%
Hotels 4,648.8 3,816.9 21.8% 7,196.6 6,384.1 12.7%
Fitness 4,691.5 4,681.1 0.2% 9,292.3 9,251.2 0.4%
Other 1,029.9 719.9 43.1% 1,896.8 1,456.4 30.2%
Other 2.5 2.0 27.4% 2.8 2.5 12.7%
Turismo's contribution 29,084.5 11,810.9 >100% 93,967.9 23,190.3 >100%
Selfrio Group 23,677.1 19,177.4 23.5% 40,651.4 36,662.6 10.9%
Box Lines 9,424.3 11,568.6 -18.5% 18,901.8 22,560.4 -16.2%
Atlantic Ferries 1,198.1 1,068.8 12.1% 2,029.2 1,901.8 6.7%
Other 2,865.3 4,234.8 -32.3% 6,702.4 8,390.9 -20.1%
Spred's contribution 37,164.8 36,049.6 3.1% 68,284.8 69,515.7 -1.8%

Values in 103 euro

Operational Cash-Flow (EBITDA) 2Q 09 2Q 08 1H 09 1H 08
Resort & Residential Development 16,199.9 -2,655.5 - 41,484.9 -5,423.8 -
Real Estate Asset Management 1,912.0 562.7 >100% 3,034.4 1,725.9 75.8%
Tourism Operations -626.0 495.7 - -2,443.4 860.9 -
Hotels -1,068.5 -495.9 <-100% -3,583.8 -1,661.7 <-100%
Fitness 742.4 1,197.9 -38.0% 1,767.2 2,632.2 -32.9%
Other -299.9 -206.3 -45.4% -626.8 -109.6 <-100%
Other -157.1 -171.8 8.5% -140.2 -281.8 50.3%
Turismo's contribution 17,328.8 -1,768.9 - 41,935.8 -3,118.8 -
Selfrio Group 2,363.1 2,298.3 2.8% 3,667.6 3,410.5 7.5%
Box Lines -113.1 783.1 - -227.2 1,046.0 -
Atlantic Ferries -400.8 -110.6 <-100% -717.8 -249.4 <-100%
Other -392.1 -177.7 <-100% -635.1 -459.8 -38.1%
Spred's contribution 1,457.1 2,793.1 -47.8% 2,087.6 3,747.3 -44.3%

Regarding performance figures, the main highlights of the period were as follows:

Turnover:

Sales deeds signed for 128 residential units at Troiaresort (15 Marina
Apartments, 98 Beach Apartments, 14 Beach, Lake and Golf land plots and
1 Aqualuz Tróia Mar Apartment);

Asset disposals in the real estate asset management business segment fell
by 1.1 million euro, partially offset by an increase in rents;

The Porto Palácio Hotel contribution to turnover fell by 20% to 4.9 million
euro (RevPar of 33€ and average revenue per room of 98€);

In Fitness, average revenue per member increased 2% to 53 euro.
EBITDA:

48% margin from sale of residential units (in line with the preceding
period);

Ramp up phase of hotel operations in Tróia (inaugurations of the three
aparthotels took place in September 2008, January and March 2009), with
negative 2.4 million euro contribution to consolidated operational cash
flow (EBITDA), strongly penalised operational cash-flow (EBITDA) of
Tourism Operations;

Fitness contribution decreased mainly due to actions taken to retain
membership in the adverse economic environment.
Turnover:

Box Lines turnover from cabotage and international shipping continued to
suffer from a slowdown in consumption and a downward pressure on
prices, both in terms of volume (transported TEUS) and prices;

Selfrio Group's topline increased due to works related to new contracts for
industrial and commercial refrigeration facilities;

Atlantic Ferries turnover remained in line with 1H08 despite the 38%
decrease in traffic (1H08 was still very much impacted by passenger and
vehicle flows related to construction works on the Peninsula);
EBITDA:

Selfrio Group's made a higher contribution to consolidated cash-flow
(EBITDA) due to better performance by the Refrigeration business
segment;

Box Lines' contribution to operational cash-flow (EBITDA) fell, due to more
intense competition, the adverse economic environment, and the nature
of the fixed cost structure of the business;

5. Sales Data

Operational data Troiaresort sales information as at 25 August 2009
Promissory Purchase
Agreements
# Deeds Total # Units % of
1
#
Area2 Price3 # Area2 Price3 (Sold + Pre Sold) Total
Beach Apartments [211 units] 11 131.4 3,896 112 126.8 4,063 123 58%
Marina Apartments [78 units] 1 103.1 3,870 47 83.0 3,864 48 62%
Golf and Beach Villa Plots4 [96 units] 3 2,269.0 558 30 2,039.7 540 33 34%
Aqualuz Troia Mar [35 units] 0 0.0 0 1 87.7 4,002 1 3%
Aqualuz Troia Lagoa [40 units] 0 0.0 0 1 171.0 4,678 1 3%

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 All plots have GCA of 343.8 m2 .

Since the last reporting date (18 May 2009) and up to 25 August 2009, 3 new purchase agreements regarding Marina apartments and 2 sales deeds regarding one Beach and one Aqualuz Troia Lagoa apartment (with no underlying promissory purchase agreement) were signed. In the same period, five promissory purchase contracts, regarding one Beach apartment and four Marina apartments, were terminated, thus resulting in no change in the number of total units sold and pre-sold at Troiaresort. Additionally, there are 5 new reservations of residential units, which are expected to be soon followed by the signature of the corresponding promissory purchase agreements and sales deeds.

Despite positive signs from the growing numbers of leads in the last few months at Troiaresort, we expect the pace of sales of residential units to reflect the trend of economic activity and its impact on decisions by consumers to purchase durable goods, at a stage where it is still unclear where the economy is heading. Growth may also be hampered by the slow pace at which the financial system is willing to inject liquidity into the real economy.

Operational data Residential Development sales information as at 25 August 2009

Apartments
Sold1
Average
Area (m2
2
)
Average sales
price (€/m2
)
Rentals3
City Flats / Lofts - Building E [106 units] 9 52.0 2,088 15
City Flats / Lofts - Building F [106 units] 88 49.6 2,020 0
Efanor - Building Delfim Pereira da Costa [40 units] 0 0 0 n.a.

1 95 sales deeds already signed.

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

3 4 of these rental contracts have an embedded purchase option.

6. Share Price Performance

During the first six months of the year, the share price of Sonae Capital (SONAC LS; SONC.PL) increased 52% compared to an increase of 12% in the Portuguese Stock Market reference index (PSI-20).

Up to 25 August 2009, Sonae Capital's share price increased 116%, closing at 0.95€, compared to a 25% increase in the PSI-20.

The performance of Sonae Capital's share price and volume, in Euronext Lisbon, was as follows:

Maia, 26 August 2009

Glossary

Average Revenue per Room = Lodging Revenues / Number of rooms sold.

Capex = Investment in Fixed Assets.

GCA (Gross Construction Area) = Area measured by the exterior perimeter of the exterior walls.

Gearing = Net Debt / Equity.

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) = Operating 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).

RevPar = Revenue per Available Room.

TEUS = Twenty Feet Equivalent Unit Container.

UNOP (Operational Planning Unit) = Planning and management operational units as defined in the Tróia Urbanisation Plan approved by the Portuguese government cabinet resolution nr. 23/2000.

Statement Under the terms of Article 246, paragraph 1, c) of the Portuguese Securities Code

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, S.G.P.S., S.A., 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 six months of 2009 and their impacts, if any, the business performance and position of Sonae Capital, S.G.P.S., S.A. and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.

Maia, 26 August 2009

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

Francisco de La Fuente Sánchez Member of the Board of Directors

Sonae Capital, SGPS, SA Report and Accounts 18

30 June 2009

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 2009:

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%

As required by number 1, a) of article 9 of CMVM Regulation Nr. 05/2008, the following is a summary of the information about shares and other securities issued by the holding company, affiliates or group companies held by the Governing Bodies:

Name Date Purchases Sales Balance as at
30.06.2009
Quantity Aver. Price € Quantity Aver. Price € Quantity
Board of Directors of Sonae Capital, SGPS, SA
Belmiro Mendes de Azevedo
(Chairman of the Board of Directors of Sonae Capital, SGPS, SA)
Efanor Investimentos, SGPS, SA (1) - - - - - 49,999,997
Sonae Capital, SGPS, SA (a) - - - - - 838,862
José Luís dos Santos Lima Amorim
(Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Sonae Capital, SGPS, SA (b) - - - - - 8,125
Mário Pereira Pinto
(Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Sonae Capital, SGPS, SA (c) - - - - - 8,125
Francisco de La Fuente Sánchez - - - - - 0
(Non-Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Rafael Cerezo Laporta - - - - - 0
(Non-Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Paulo José Jubilado Soares de Pinho
(Non-Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Sonae Capital, SGPS, SA - - - - - 12,650
Pedro Manuel Bastos Mendes Rezende - - - - - 0
(Non-Executive Member of the Board of Directors of Sonae Capital, SGPS, SA)
Fiscal Board of Sonae Capital, SGPS, SA
Manuel Heleno Sismeiro - - - - - 0
(Chairman of the Fiscal Board of Sonae Capital, SGPS, SA)
Armando Luís Vieira de Magalhães - - - - - 0
(Member of the Fiscal Board of Sonae Capital, SGPS, SA)
Jorge Manuel Felizes Morgado - - - - - 0
(Member of the Fiscal Board of Sonae Capital, SGPS, SA)
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 of Sonae Capital, SGPS, SA)
Sonae Capital, SGPS, SA - - - - - 3,724
Maria Daniela Farto Baptista Passos - - - - - 0
(Secretary of the Board of the Shareholders' General Meeting of Sonae Capital, SGPS, SA)
Purchases Sales Balance as at
Date Quantity Aver. Price € Quantity Aver. Price € 30.06.2009
Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA - - - - - 88,859,200
Pareuro, BV (2) - - - - - 2,000,000
(2) Pareuro, BV
Sonae Capital, SGPS, SA - - - - - 50,000,000

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

(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.

Transactions of securities made by persons with managerial responsibilities and their related persons during the 1st Half of 2009

As required by 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 Half of 2009.

CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2009

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009 AND 31 DECEMBER 2008

(Amounts expressed in euro)

30.06.2009 31.12.2008
ASSETS Notes Total
Operations
Discontinued
Operations
Continued
Operations
Continued
Operations
Total
Operations
NON-CURRENT ASSETS:
Tangible assets 8 333,937,726 28,576,969 305,360,757 385,114,064 413,691,033
Intangible assets 8 8,020,710 367,402 7,653,308 1,123,263 1,490,665
Goodwill 9 61,766,621 - 61,766,621 61,766,621 61,766,621
Investments in associated companies 5 67,477,233 - 67,477,233 14,882,648 14,882,648
Other investments 6 and 10 35,070,082 1,524 35,068,558 29,346,460 29,347,984
Deferred tax assets 14 11,785,586 - 11,785,586 15,757,915 15,757,915
Other non-current assets 11 23,838,189 343,901 23,494,288 23,488,146 23,832,047
Total Non-Current Assets 541,896,147 29,289,796 512,606,351 531,479,117 560,768,913
CURRENT ASSETS:
Stocks 12 232,077,907 18,663,103 213,414,804 222,719,311 241,382,414
Trade account receivables and other current assets 13 107,573,103 26,692,681 80,880,422 80,111,196 106,803,379
Investments held for trading 499 - 499 499 499
Cash and cash equivalents 15 7,331,398 1,384,628 5,946,770 17,932,940 19,316,486
Total Current Assets 346,982,907 46,740,412 300,242,495 320,763,946 367,502,778
TOTAL ASSETS 888,879,054 76,030,208 812,848,846 852,243,063 928,271,691
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 250,000,000 - 250,000,000 250,000,000 250,000,000
Reserves and retained earnings 64,444,372 (12,816,906) 77,261,278 44,994,532 35,452,156
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital 20,876,167 (1,000,632) 21,876,799 24,668,135 21,393,605
Equity attributable to the equity holders of Sonae Capital 335,320,539 (13,817,538) 349,138,077 319,662,667 306,845,761
Equity attributable to minority interests 17 2,580,300 (8,619,778) 11,200,078 57,939,191 49,319,413
TOTAL EQUITY 337,900,839 (22,437,316) 360,338,155 377,601,858 356,165,174
LIABILITIES:
NON-CURRENT LIABILITIES:
Bank Loans 18 158,782,522 1,578,783 157,203,739 150,232,349 151,811,132
Other non-current liabilities 20 69,102,876 54,283,982 14,818,894 25,178,880 66,217,083
Deferred tax liabilities 14 2,915,813 - 2,915,813 3,164,170 3,164,170
Provisions 23 23,457,743 4,431,299 19,026,444 19,025,544 23,456,843
Total Non-Current Liabilities 254,258,954 60,294,064 193,964,890 197,600,943 244,649,228
CURRENT LIABILITIES:
Bank Loans 18 125,351,347 517,205 124,834,142 129,111,429 141,262,504
Trade creditors and other non-current liabilities 22 170,210,412 37,656,255 132,554,157 146,630,633 184,896,585
Provisions 23 1,157,502 - 1,157,502 1,298,200 1,298,200
Total Current Liabilities 296,719,261 38,173,460 258,545,801 277,040,262 327,457,289
TOTAL LIABILITIES 550,978,215 98,467,524 452,510,691 474,641,205 572,106,517
TOTAL EQUITY AND LIABILITIES 888,879,054 76,030,208 812,848,846 852,243,063 928,271,691

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

(Amounts expressed in euro)

30.06.2008
Notes Total
Operations
30.06.3009
Discontinued
Operations
Continued
Operations
Continued
Operations 1
Operational income
Sales 111,372,156 - 111,372,156 40,131,668
Services rendered 51,012,543 - 51,012,543 52,664,713
Other operational income 15,392,783 - 15,392,783 2,650,769
Total operational income 177,777,482 - 177,777,482 95,447,150
Operational expenses
Cost of goods sold and materials consumed (25,477,291) - (25,477,291) (22,861,668)
Changes in stocks of finished goods and work in progress (8,593,713) - (8,593,713) 26,774,356
External supplies and services (73,521,766) (2,461) (73,519,305) (75,498,288)
Staff costs (24,041,244) - (24,041,244) (22,105,000)
Depreciation and amortisation 8 (5,892,094) - (5,892,094) (4,136,396)
Provisions and impairment losses 8 (3,075,797) - (3,075,797) (2,899,530)
Other operational expenses (2,233,141) (93) (2,233,048) (2,458,958)
Total operational expenses (142,835,048) (2,553) (142,832,495) (103,185,484)
Operational profit/(loss) 34,942,434 (2,553) 34,944,987 (7,738,334)
Financial Expenses (7,530,594) (997,834) (6,532,760) (6,960,660)
Financial Income 1,407,837 - 1,407,837 1,733,850
Net financial expenses (6,122,757) (997,834) (5,124,923) (5,226,810)
Share of results of associated undertakings 5 992,125 - 992,125 (1,898,238)
Investment income 2,140,738 - 2,140,738 48,891,713
Profit/(Loss) before taxation 31,952,540 (1,000,387) 32,952,927 34,028,331
Taxation 26 (10,084,342) (245) (10,084,097) (723,205)
Profit/(Loss) for the year 27 21,868,198 (1,000,632) 22,868,830 33,305,126
Attributable to:
Equity holders of Sonae Capital 20,876,167 (1,000,632) 21,876,799 32,755,765
Minority interests 17 992,031 - 992,031 549,361
Profit/(Loss) per share
Basic 28 0.083505 (0.004003) 0.087507 0.131023
Diluted 28 0.083505 (0.004003) 0.087507 0.131023

The accompanying notes are part of these financial statements.

1 As at 30 June 2008, there were no Discontinued Operations, and as such Continued Operations and Total Operations show the same amounts.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2009 AND 2008

(Amounts expressed in euro)

Continued Operations
Notes nd Quarter 09 2
2
nd Quarter 08 1 and 2
2
Operational income
Sales 39,468,709 20,138,696
Services rendered 26,866,024 27,676,583
Other operational income 13,253,761 1,112,874
Total operational income 79,588,494 48,928,153
Operational expenses
Cost of goods sold and materials consumed (14,619,205) (14,164,681)
Changes in stocks of finished goods and work in progress 13,602,048 14,816,407
External supplies and services (45,417,610) (36,585,942)
Staff costs (12,651,194) (11,645,039)
Depreciation and amortisation (3,070,227) (2,162,646)
Provisions and impairment losses (491,531) (565,621)
Other operational expenses (1,093,324) (1,543,498)
Total operational expenses (63,741,046) (51,851,020)
Operational profit/(loss) 15,847,448 (2,922,867)
Financial Expenses (2,457,381) (3,072,059)
Financial Income 700,524 733,548
Net financial expenses (1,756,857) (2,338,511)
Share of results of associated undertakings 637,891 (523,423)
Investment income 2,140,738 99,854
Profit/(Loss) before taxation 16,869,220 (5,684,947)
Taxation (3,845,958) (259,262)
Profit/(Loss) for the year 13,023,262 (5,944,209)
Attributable to:
Equity holders of Sonae Capital 12,192,078 (6,253,296)
Minority interests 831,184 309,087
Profit/(Loss) per share
Basic 0.048768 (0.025013)
Diluted 0.048768 (0.025013)

The accompanying notes are part of these financial statements.

1 As at 30 June 2008, there were no Discontinued Operations, and as such Continued Operations and Total Operations show the same amounts.

2 Prepared in accordance with IAS 34 – Interim Financial Reporting. Not subject to limited review.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

(Amounts expressed in Euro)

30.06.2009 30.06.2008
Notes Total Operations Discontinued
Operations
Continued Operations Total Operations
Consolidated net profit/(loss) for the year 21,868,198 (1,000,632) 22,868,830 33,305,126
Exchange differences on translating foreign operations 543,719 - 543,719 (439,022)
Share of other comprehensive income of associates and joint ventures
accounted by the equity method
- - - (716,294)
Change in the fair value of assets available for sale 6,679,214 - 6,679,214 (38,658,569)
Change in the fair value of cash flow hedging derivatives 304,749 - 304,749 363,131
Gains on property revaluation - - - -
Income tax relating to components of other comprehensive income - - - -
Other comprehensive income for the period 7,527,682 - 7,527,682 (39,450,754)
Total comprehensive income for the period 29,395,880 (1,000,632) 30,396,512 (6,145,628)
Attributable to:
Equity holders of Sonae Capital
Minority Interests
28,338,029
1,057,851
(1,000,632)
-
29,338,661
1,057,851
(6,711,307)
565,679

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 2nd QUARTERS OF 2009 AND 2008

(Amounts expressed in Euro)

nd Quarter 2008 1
2
Notes Total Operations Discontinued
Operations
Continued Operations Total Operations
Consolidated net profit/(loss) for the year 12,583,901 (439,361) 13,023,262 (5,944,209)
Exchange differences on translating foreign operations 349,581 - 349,581 180,014
Share of other comprehensive income of associates and joint ventures
accounted by the equity method
(122,918) - (122,918) 2,733,090
Change in the fair value of assets available for sale 5,965,243 - 5,965,243 (17,234,485)
Change in the fair value of cash flow hedging derivatives 153,196 - 153,196 363,131
Gains on property revaluation - - - -
Income tax relating to components of other comprehensive income - - - -
Other comprehensive income for the period 6,345,102 - 6,345,102 (13,958,250)
Total comprehensive income for the period 18,929,003 (439,361) 19,368,364 (19,902,459)
Attributable to:
Equity holders of Sonae Capital
Minority Interests
18,052,804
876,199
(439,361)
-
18,492,165
876,199
(20,255,648)
353,189

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

(Amounts expressed in Euro)

Attr
ibut
able
to
Equ
ity H
olde
rs o
f So
Ca
pita
l
nae
Not
es
Sha
re
Cap
ital
De
mer
ger
Re
serv
e
Tra
nsla
tion
Re
serv
es
Fa
ir V
alue
Re
serv
es
He
dgin
g
Re
serv
es
Oth
er R
ese
rves
and
Re
tain
ed
Ea
rnin
gs
Sub
al
tot
Ne
t Pr
ofit/
(Los
s)
Tot
al
Min
ority
Inte
rest
s
Tota
l
Eq
uity
Bal
1 Ja
at
ry 2
008
anc
e as
nua
250
,000
,000
132
,638
,253
(47
)
,253
51,
969
,478
- (86
,291
,348
) 3
48,2
69,
130
8,5
79,4
31
356
,848
,561
36,
758
,832
393
,607
,393
Tota
l co
lida
ted
preh
ive
inco
for t
he p
erio
d
nso
com
ens
me
- - (45
5,34
0)
(38
,658
,569
)
363
,131
(71
6,29
4)
(39
,467
,072
)
32,
755
,765
(6,7
11,3
07)
565
,679
(6,
145
,628
)
App
iatio
n of
fit o
f 20
07:
ropr
pro
Tra
nsfe
lega
l res
d re
tain
ed e
arni
r to
erve
s an
ngs
Divi
den
ds
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,5
79,4
31
-
(9,9
00,3
36)
8,5
79,4
31
-
(9,9
00,3
36)
(8,5
31)
79,4
-
-
-
-
(9,9
00,3
36)
-
-
(1,7
41,5
10)
-
-
(11
,641
,846
)
Bal
30 J
200
8
at
anc
e as
une
250
,000
,000
132
,638
,253
(502
,593
)
13,3
10,9
09
363
,131
(88,
328
,547
)
307
,481
,153
32,7
55,7
65
340
,236
,918
35,5
83,0
01
375
,819
,919
Bal
1 Ja
ry 2
009
at
anc
e as
nua
250
,000
,000
132
,638
,253
(1,8
01,9
35)
1,9
52,9
31
(30
4,74
9)
(97,
032
,344
) 2
85,4
52,
156
21,
393
,605
306
,845
,761
49,
319
,413
356
,165
,174
Tota
l co
lida
ted
preh
ive
inco
for t
he p
erio
d
nso
com
ens
me
- - 477
,899
6,6
79,2
14
304
,749
- 7,4
61,8
62
20,
876
,167
28,
338
,029
1,0
57,8
51
29,
395
,880
App
iatio
n of
fit o
f 20
08:
ropr
pro
Tra
nsfe
lega
l res
d re
tain
ed e
arni
r to
erve
s an
ngs
Divi
den
ds
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21,
393
,605
-
136
,749
21,
393
,605
-
136
,749
(21
,393
,605
)
-
-
21,
393
,605
-
136
,749
42,
787
,210
-
(47
,796
,964
)
64,
180
,815
-
(47
,660
,215
)
Bal
at
30 J
200
9
anc
e as
une
250
,000
,000
132
,638
,253
(1,3
24,0
36)
8,63
2,14
5
- (75,
501
,990
)
314
,444
,372
20,8
76,
167
335
,320
,539
2,58
0,30
0
337
,900
,839

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS AND 2ND QUARTERS ENDED 30 JUNE 2009 AND 2008

(Amounts expressed in euro)

Notes 30.06.2009 30.06.2008 nd Quarter 2009 1
2
nd Quarter 2008 1
2
OPERATING ACTIVITIES
Cash receipts from trade debtors
Cash paid to trade creditors
141,264,032
(85,476,060)
103,235,241
(95,921,319)
56,663,578
(42,157,281)
49,197,515
(48,598,827)
Cash paid to employees
Cash flow generated by operations
(23,355,223)
32,432,749
(20,367,549)
(13,053,627)
(13,136,269)
1,370,028
-
(11,545,418)
(10,946,730)
-
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating activities
(3,739,537)
(1,409,873)
(4,158,310)
(2,910,413)
(1,923,040)
3,410,649
(2,981,528)
(4,489,474)
Net cash flow from operating activities (1) 27,283,339 (20,122,350) 2,857,637 (18,417,732)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 1,626,674 87,627,560 1,626,674 6,499,738
Tangible assets
Intangible assets
11,002,794
117
3,433,675
1,106
10,731,342
117
2,681,862
(5,615)
Grants 976,490 - 976,490 -
Interest and similar income 4,035 900,193 (87,041) 232,119
Loans granted - 2,098,028 - 159,252
Dividends 233,223 2,765,962 233,223 2,765,962
13,843,333 96,826,524 13,480,805 12,333,318
Cash Payments arising from:
Investments (348,600) (51,011) (185,100) 49,800
Tangible assets (25,330,441) (44,759,461) (3,348,772) (25,321,251)
Intangible assets
Loans granted
(130,540)
(2,009,749)
(289,554)
(5,458,000)
415,035
(1,999)
(132,961)
(5,359,000)
Others (625,402) (63,826) (10,922) -
(28,444,732) (50,621,852) (3,131,758) (30,763,412)
Net cash used in investment activities (2) (14,601,399) 46,204,672 10,349,047 (18,430,094)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 5,441,987 163,963,920 (696,468) 38,768,229
Capital increases, additional paid in capital and share premiums 132,531
-
212,500
200,000
132,531
-
-
200,000
Others 5,574,518 164,376,420 (563,937) 38,968,229
Cash Payments arising from:
Loans obtained (22,271,789) (207,369,562) (10,227,648) (8,385,407)
Interest and similar charges (7,190,186) (7,724,665) (3,158,657) (1,557,420)
Others (918,223) - (918,223) -
(30,380,198) (215,094,227) (14,304,528) (9,942,827)
Net cash used in financing activities (3) (24,805,680) (50,717,807) (14,868,465) 29,025,402
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (12,123,740) (24,635,485) (1,661,781) (7,822,424)
Effect of foreign exchange rate (86,288) 438,612 (58,149) (74,458)
Cash and cash equivalents at the beginning of the period 15 16,960,564 41,383,143 6,526,744 24,057,012
Cash and cash equivalents at the end of the period 15 4,923,112 16,309,046 4,923,112 16,309,046

The accompanying notes are part of these financial statements.

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

The Board of Directors

Sonae Capital, SGPS, SA Report and Accounts 29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2009

(Amounts expressed in euros)

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 the Sonae Group, which was approved by the Board of Directors of Sonae, SGPS, SA on 8 November 2007 and by the Shareholders' General Meeting held on 14 December 2007.

Sonae Capital's business portfolio has been reorganised according to its strategic objective, set on the development of two distinctive and independent business areas:

  • The first business area, led by Sonae Turismo, SGPS, SA, includes businesses in tourism, through development, management and sale of tourism resorts, real estate, through development and sale of high quality residential buildings, in hotels, through ownership and management of hotels, and in services, through activities such as restaurants, catering and events and health & fitness;
  • The second business area, led by Spred, SGPS, SA includes investments in shareholdings in three business segments: mature businesses with generation of steady cash-flows; businesses in renewable energies, energy efficiency and sustainable buildings; identifying new business opportunities in emerging sectors or sectors undergoing restructuring and management of a financial portfolio.

2. PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the consolidated financial statements as at 31 December 2008.

Changes introduced on 1 January 2009 by standards revised by the "International Accounting Standards Board" ("IASB"):

  • Revision of IAS 1 "Disclosure of financial statements";
  • Revision of IAS 23 "Borrowing costs";
  • IFRS 8 "Operating Segments";
  • Revision of IFRS 2 "Share-based payments";
  • IFRIC 12 "Service concession arrangements".

had no material impact on these financial statements.

Basis of preparation

Consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS") issued by the "International Accounting Standards Board" ("IASB") and Interpretations issued by the "International Financial Reporting Interpretations Committee" ("IFRIC") previously named "Standing Interpretations Committee" ("SIC"), applicable as from 1 January 2009.

The format of consolidated financial statements was altered in accordance with the revision of IAS 1 – "Disclosure of financial statements" which was adopted as from 1 January 2009, with the inclusion of the "Statement of Comprehensive Income".

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

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS

As mentioned in Note 2 changes to international financial reporting standards did not result in material changes to accounting policies. There were no corrections of material errors from previous periods.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by the Group as at 30 June 2009 and 31 December 2008 are as follows:

Percentage of capital held
30 June 2009 31 December 2008
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%
Aquapraia-Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Bloco Q-Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Bloco W-Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Casa da Ribeira - Hotelaria e Turismo, SA a) Marco de
Canaveses
100.00% 100.00% 100.00% 100.00%
Centro Residencial da Maia,Urban., SA a) Porto 100.00% 100.00% 100.00% 100.00%
Cinclus Imobiliária, SA a) Porto 100.00% 87.74% 100.00% 87.74%
Country Club da Maia-Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 45.45% 45.45% 51.00% 51.00%
Golf Time - Golfe e Inv.Turisticos, SA a) Porto 75.00% 75.00% 75.00% 75.00%
Imoareia Investimentos Turísticos, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imobiliária da Cacela, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
Imoclub-Serviços Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imodivor - Sociedade Imobiliária, SA a) Maia 100.00% 87.74% 100.00% 87.74%
Imoferro-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imohotel-Emp.Turist.Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imopenínsula - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imoponte-Soc.Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoresort - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imosedas-Imobiliária e Serviços, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Implantação - Imobiliária, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
Insulatroia - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Investalentejo, SGPS, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marimo -Exploração Hoteleira Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina de Tróia, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina Magic - Exploração de Centros Lúd, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Marmagno-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
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%
Porturbe-Edificios e Urbanizações, SA a) Maia 100.00% 87.74% 100.00% 87.74%
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%
Praedium-SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Prédios Privados Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Predisedas-Predial das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC - Engenharia e Promoção Imobiliária, SGPS,
SA
a) Porto 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%
Sete e Meio Herdades - Investimentos Agrícolas e a) Grândola 100.00% 100.00% 100.00% 100.00%
Turismo, SA
SII - Soberana Investimentos Imobiliários, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Soconstrução, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Soira-Soc.Imobiliária de Ramalde, SA a) Porto 100.00% 87.74% 100.00% 87.74%
Solinca III-Desporto e Saúde, 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 Gestão e Serviços, SA a) Porto 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 100.00% 100.00% 100.00% 100.00%
Sótaqua - Soc. de Empreendimentos Turísticos, a) Netherlands)
Maia
100.00% 87.74% 100.00% 87.74%
SA
Spinveste - Promoção Imobiliária, SA
a) Porto 87.74% 87.74% 87.74% 87.74%
Spinveste-Gestão Imobiliária SGII, SA a) Porto 87.74% 87.74% 87.74% 87.74%
Torre São Gabriel-Imobiliária, SA a) Maia 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%
Urbisedas-Imobiliária das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Venda Aluga-Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Vistas do Freixo-Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% 100.00% 100.00%
World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Spred
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
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%
Edifícios Saudáveis Consultores - Ambiente e
Energia em Edifícios, SA
a) Porto 100.00% 100.00% 100.00% 100.00%
Elmo SGPS, SA a) Maia 60.00% 60.00% 60.00% 60.00%
Friengineering, SA a) Sao Paulo (Brazil) 100.00% 70.00% 100.00% 70.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum-Edificios Sustentáveis, 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%
2) Leroy Gabon, SA a) Libreville (Gabon) 99.99% 59.99% 99.99% 59.99%
PJP - Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
2) Placage d'Okoumé du Gabon, SA a) Libreville (Gabon) 99.88% 59.93% 99.88% 59.93%
2) Plysorol, SAS a) Niort (France) 100.00% 60.00% 100.00% 60.00%
Saúde Atlântica - Gestão Hospitalar, SA a) Maia 50.00% 50.00% 50.00% 50.00%
SC Insurance Risk Services, SGPS, SA a) Maia 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%
4) 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%
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%
Spinarq, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
90.37% 90.37% 90.37% 90.37%
Others
DMJB, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
Pargeste SGPS, SA a) Maia 89.99% 89.99% 89.99% 89.99%
Rochester Real Estate, Ltd a) Kent (U.K.) 100.00% 100.00% 100.00% 100.00%
SC - 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%
Sonae Financial Participations, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae International, Ltd a) London (U.K.) 100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights.

1) Former Praedium III – Serviços Imobiliários, SA;

2) Companies under rehabilitation proceedings set out by the Court of Lisieux, considered as discontinued operations;

3) Company consolidated as an associated company after the reduction in the percentage of capital held (Note 5);

4) Company incorporated in 2008. Operational activities started in the current period.

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2009 and 31 December 2008 are as follows:

Percentage of capital held
30 June 2009 31 December 2008 Book Value
Company Head Office Direct Total Direct Total 30 June 2009 31 December 2008
Tourism
Andar - Sociedade Imobiliária,
SA
Maia 50.00% 50.00% 50.00% 50.00% 951,937 902,597
Sociedade de Construções do
Chile, SA
Lisbon 100.00% 50.00% 100.00% 50.00% - -
2) Fundo de Investimento
Imobiliário Fechado Imosede
Maia 45.45% 45.45% 51.00% 51.00% 51,629,797 -
Sociedade Imobiliária Tróia - B3,
SA
Grândola 20.00% 20.00% 20.00% 20.00% 444,356 448,236
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% 617,989 622,210
Change, SGPS, SA Porto 50.00% 50.00% 50.00% 50.00% 1,573,144 1,698,566
1) Etablissement A. Mathe, SA France 27.74% 27.74% 27.74% 27.74% - -
Lidergraf - Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 24.50% 24.50% 541,268 475,434
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 Lisbon 50.00% 50.00% 50.00% 50.00% - -
TP - Sociedade Térmica, SA Porto 50.00% 50.00% 50.00% 50.00% 11,694,739 10,711,605
Total 67,477,233 14,882,648

1) Associated company liquidated in the period;

2) Company accounted for using the equity method since May 2009, following a share capital increase not subscribed by the Group (Notes 4 and 7).

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

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

As at 30 June 2009 and 31 December 2008, aggregate values of main financial indicators of associated and jointly controlled companies can be summarised as follows:

30 June 2009 31 December 2008
Total Assets 1,620,504,459 1,475,404,966
Total Liabilities 1,446,653,374 1,413,132,523
Income 86,280,566 200,894,684
Expenses 88,186,097 202,257,996

During the periods ended 30 June 2009 and 2008, movements occured in associated and jointly controlled companies, were as follows:

30 June 2009 30 June 2008
Opening balance as at 1 January 14,882,648 18,985,662
Acquisitions in the period 241,000 198,000
Changes in the consolidation method during the period (Note 7) 51,468,593 -
Equity method 992,125 (2,614,532)
Dividends received (107,133) -
Transfers - 3,338,170
Closing balance as at 30 June 67,477,233 19,907,300

The equity method had an impact of 992,125 euro in share of results of associated undertakings (-1,898,238 euro as at 30 June 2008) and no changes in reserves (-716,494 euro as at 30 June 2008).

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

Group companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2009 and 31 December 2008 are as follows:

Percentage of capital held
30 June 2009 31 December 2008
Company Reason
for
exclusion
Head
Office
Direct Total Direct Total 30 June 2009 31 December 2008
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% - -
1) Star-Viagens e Turismo,
SA
Lisbon 1.00% 1.00% 1.00% 1.00% - 1
Spred
2) Arbiworld BV Porto 100.00% 100.00% 100.00% 100.00% 9,988,577 9,988,577
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
3) Sonae Indústria, SGPS,
SA
Maia 7.40% 7.40% 7.85% 7.85% 22,596,286 16,750,852
Real Change FCR - Fundo Porto 13.33% 13.33% 13.33% 13.33% 1,706,667 1,800,000
Fundo de Capital de Risco
F-HITEC
Lisbon 7.14% 7.14% 7.14% 7.14% 250,000 250,000
Other investments 302,642 332,644
Total (Note10) 35,070,082 29,347,984

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

1) Company disposed of in the period;

2) Company acquired in 2007, in relation to which call and put options exist, and as such was excluded from consolidation;

3) Investment measured at fair value.

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

7. CHANGES TO THE CONSOLIDATION PERIMETER

Additons

Percentage of capital held
30 June 2009
Company
Spred
Head Office Direct Total
SKK Distribucion de Refrigeración, S.R.L. Spain 100.00% 70.00%

The impact of this company in the consolidated financial statements as at 30 June 2009 was the following:

Net Assets
Tangible and intangible assets 3,368
Other assets 6,854
Cash and cash equivalents 5,540
Borrowings -
Other liabilities (7,877)
7,885

Exclusions from the consolidation perimeter

The exclusion that ocurred in the six months period ended 30 June 2009 was the following:

Percentage of capital held
Exclusion date
(May 2009)
Company
Tourism
Head Office Direct Total
Fundo de Investimento Imobiliário Fechado
Imosede
Maia 45.45% 45.45%

This exclusion is the outcome of a share capital increase occurred in the period, not subscribed by the Group, having the attributable share capital been reduced from 51.00% to 45.45% (Notes 4 and 5).

Net assets of the company at the exclusion date are as follows:

Exclusion date 31 December 2008
Net assets excluded
Tangible and intangible assets (Note 8) 110,176,262 84,238,278
Other assets 16,302,849 16,228,069
Cash and cash equivalents - 9,978,236
Other liabilities (28,463,672) (11,180,957)
98,015,439 99,263,626
Minority interests (Note 17) (47,911,935) (47,135,597)
Assets accounted for using the equity method (Note 5) (51,468,593) -
(1,365,089) 52,128,029
Gain/(Loss) on exclusion 1,365,089
-

Impacts in the consolidated profit and loss w ere as follow s:

Exclusion date 31 December 2008
Sales and services rendered 2,737,724 3,946,817
Other operational income 66,307 353,299
Other operational expenses (850,214) (2,594,926)
Net financial expenses 28,869 482,418
Profit/(Loss) before taxation 1,982,686 2,187,608
Taxation (395,358) (933,136)
Profit/(Loss) for the period 1,587,328 1,254,472

8. TANGIBLE AND INTANGIBLE ASSETS

During the six months period ended 30 June 2009, movements in tangible and intangible assets, as well as in depreciation and accumulated impairment losses, were 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 2009 290,418,081 146,198,821 8,338,147 101,708,729 546,663,778
Changes in consolidation perimeter (Note 7) (61,956,817) 2,518 - (51,140,432) (113,094,731)
Capital expenditure 6,844,284 371,954 40,463 38,563,010 45,819,711
Disposals (213,999) (75,108) (10,638) (247,548) (547,293)
Exchange rate effect 45,955 6,647 7,568 - 60,170
Transfers (382,935) 5,041,220 61,901 (11,478,006) (6,757,820)
Closing balance as at 30 June 2009 234,754,569 151,546,052 8,437,441 77,405,753 472,143,815
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2009 59,555,185 66,999,633 6,417,927 - 132,972,745
Changes in consolidation perimeter (Note 7) (2,918,469) - - - (2,918,469)
Charge for the period 1) 5,072,070 3,274,901 131,184 - 8,478,155
Disposals (10,818) (53,295) (1,305) - (65,418)
Exchange rate effect 8,646 4,780 4,362 - 17,788
Transfers - (278,181) (531) - (278,712)
Closing balance as at 30 June 2009 61,706,614 69,947,838 6,551,637 - 138,206,089
Carrying amount as at 30 June 2009 173,047,955 81,598,214 1,885,804 77,405,753 333,937,726

1) Includes impairment losses of 2,989,895 euro.

Main amounts included in the caption "Assets in Progress" refer to the following projects:

Tróia 35,012,269
Aparthotel Aqualuz refurbishment 3,782,028
Infrastructures in Setúbal piers and other related
w ith the ferry crossing to Tróia
2,947,400
Boavista complex refurbishment 2,920,142
Tróia hotels refurbishment 29,564,719
Others 3,179,195
77,405,753
Intangible assets
Patents and Other Total
other similar Softw are intangible Assets in intangible
rights assets progress assets
Gross cost:
Opening balance as at 1 January 2009: 3,402,935 2,382,056 37,263 83,727 5,905,981
Changes in consolidation perimeter - 60 - - 60
Capital Expenditure 1,950 33,595 - 72,165 107,710
Disposals (115) (131) - - (246)
Exchange rate effect - 2,664 - - 2,664
Transfers 7,055,295 35,737 - (68,554) 7,022,478
Closing balance as at 30 June 2009 10,460,065 2,453,981 37,263 87,338 13,038,647
Accumulated amortisation and
impairment losses:
Opening balance as at 1 January 2009: 2,474,467 1,904,039 36,810 - 4,415,316
Changes in consolidation perimeter - - - - -
Charge for the period 334,403 70,280 113 - 404,796
Disposals (6) (9) - - (15)
Exchange rate effect - 1,440 - - 1,440
Transfers 199,423 (3,023) - - 196,400
Closing balance as at 30 June 2009 3,008,287 1,972,727 36,923 - 5,017,937
Carrying amount as at 30 June 2009 7,451,778 481,254 340 87,338 8,020,710

Transfers of intangible assets in the period include a net amount of 6,602,772 euro related to Troia Marina assets, which were transferred from fixed assets in accordance with "IFRIC 12 – Service concession arrangements".

9. GOODWILL

During the six months period ended 30 June 2009, movements in goodwill, as well as in corresponding impairment losses, were as follows:

30 June 2009
Gross amount:
Opening balance 63,068,217
Increases - acquisition of companies -
Decreases - disposal of companies -
Closing balance 63,068,217
Accumulated impairment losses:
Opening balance 1,301,596
Increases -
Decreases -
Closing balance 1,301,596
Carrying amount: 61,766,621

10. INVESTMENTS

As at 30 June 2009 this caption can be divided as follows:

30 June 2009
Non current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,217,052 -
Acquisitons in the period - -
Disposals in the period (106,098) -
Transfers (30,000) -
Closing balance as at 30 June 8,080,954 -
Accumulated impairment losses (Note 23) (7,707,938) -
373,016 -
investments held for sale
Fair value as at 1 January 29,369,294 499
Acquisitons in the period - -
Disposals in the period (927,113) -
Increase/(decrease) in fair value 6,679,214 -
Liquidations in the period (219,835) -
Fair value as at 30 June 34,901,560 499
Accumulated impairment losses (Note 23) (204,494) -
Fair value (net of impairment losses) as at 30 June 34,697,066 499
Other investments (Note 6) 35,070,082 499

Investments in group companies, jointly controlled companies, associated companies excluded from consolidation and investments held for sale are recorded at acquisition cost less impairment losses, excluding investments in listed stocks (Sonae Indústria, SGPS, SA), which are recorded at fair value. The Group considers that it is not reasonable to estimate a fair value for the non listed investments as there is no visible market data. This caption includes 12,473,796 euro of investments recorded at cost, net of impairment losses, for the reason mentioned above.

11. OTHER NON CURRENT ASSETS

As at 30 June 2009 and 31 December 2008, Other non current assets are detailed as follows:

30 June 2009 31 December 2008
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 22,126,938 22,126,938
Others 403,792 628,104
22,530,730 22,755,042
Impairment losses (Note 23) (34,916) (270,489)
22,495,814 22,484,553
Trade accounts receivable and other debtors
Others 1,395,874 1,400,993
1,395,874 1,400,993
Impairment losses (Note 23) (53,499) (53,499)
1,342,375 1,347,494
Other non current assets 23,838,189 23,832,047

12. STOCKS

Stocks as at 30 June 2009 and 31 December 2008 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2009 31 December 2008
Total of w hich Real
Estate
Developments
Total of w hich Real
Estate
Developments
Raw materials, by-products and consumables 12,060,107 - 12,156,868 -
Goods for sale 45,213,424 42,872,717 45,391,034 42,800,464
Finished goods 67,125,926 56,989,574 100,779,675 90,734,831
Work in progress 117,351,373 107,635,044 92,738,229 83,053,572
Payments on account 193,459 - 193,459 -
241,944,289 207,497,335 251,259,265 216,588,867
Accumulated impairment losses on stocks (Note 23) (9,866,382) (8,522,130) (9,876,851) (8,527,130)
Stocks 232,077,907 198,975,205 241,382,414 208,061,737

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2009 and 31 December 2008, Trade accounts receivable and Other current assets can be detailed as follows:

30 June 2009 31 December 2008
Trade accounts receivable 70,755,579 66,532,042
Taxes recoverable 17,155,233 16,833,257
Loans granted and other accounts receivable from
related parties
Sit B3 2,593,442 2,559,886
Change, SGPS, SA 2,001,749 -
Others 33,756 66,721
4,628,947 2,626,607
Other current assets
Suppliers w ith debtor balances 2,135,305 1,922,470
Other debtors 12,830,252 18,370,697
Accounts receivable from the sale of financial investments 27,256,340 27,256,339
Accounts receivable from the sale of tangible assets 40,568 28,257
Interest receivable 907,689 37,945
Deferred costs - Rents 192,217 222,003
Deferred costs - External supplies and services 2,366,566 4,626,562
Other current assets 5,102,483 3,449,111
50,831,420 55,913,384
Trade accounts receivable and other current assets 143,371,179 141,905,290
Accumulated impairment losses (Note 23) (35,798,076) (35,101,911)
Trade accounts receivable and other current assets 107,573,103 106,803,379

As at 30 June 2009 and 31 December 2008, "Accounts receivable from the sale of financial investments" includes mainly the debt arising from the sale of Elmo, SGPS, SA in 2007 (19,794,479 euro), which is subject to impairment loss.

14. DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2009 and 31 December 2008, split between the different types of temporary differences, can be detailed as follows:

Deferred tax assets Deferred tax liabilities
30 June 2009 31 December 2008 30 June 2009 31 December 2008
Amortisation and Depreciation harmonisation adjustments 1,317,438 1,356,090 831,090 863,368
Write off of tangible and intangible assets 1,395,098 1,370,641 - -
Revaluation of tangible assets - - 772,304 780,104
Tax losses carried forw ard 8,082,350 12,101,380 - -
Others 990,700 929,804 1,312,419 1,520,698
11,785,586 15,757,915 2,915,813 3,164,170

In accordance with the tax statements and income tax estimates presented by companies (included in continued operations) that recorded tax assets arising from tax losses carried forward, as at 30 June 2009 and 31 December 2008, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:

30 June 2009 31 December 2008
Tax losses
carried
forw ard
Deferred tax
assets
Time limit Tax losses
carried
forw ard
Deferred tax
assets
Time limit
With limited time use
Generated in 2003 1,580,495 395,123 2009 1,698,457 424,614 2009
Generated in 2004 995,310 248,828 2010 3,379,654 844,914 2010
Generated in 2005 4,734,805 1,183,701 2011 5,012,344 1,253,086 2011
Generated in 2006 7,217,810 1,804,452 2012 11,671,794 2,917,948 2012
Generated in 2007 2,974,340 743,585 2013 7,454,598 1,863,649 2013
Generated in 2008 8,058,193 2,014,549 2014 17,206,043 4,316,695 2014
Generated in 2009 4,846,559 1,211,639 2015 - - 2015
30,407,512 7,601,877 46,422,890 11,620,906
With a time limit different
from the above mentioned
1,453,780 480,473 1,453,780 480,474
1,453,780 480,473 1,453,780 480,474
31,861,292 8,082,350 47,876,670 12,101,380

As at 30 June 2009 and 31 December 2008, 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 2009, tax losses carried forward amounting to 111,897,740 euro (115,561,909 euro as at 31 December 2008), have not originated deferred tax assets for prudential reasons.

30 June 2009 31 December 2008
Tax losses
carried
forw ard
Deferred tax
assets
Time limit Tax losses
carried
forw ard
Deferred tax
assets
Time limit
With limited time use
Generated in 2003 6,666,110 1,666,528 2009 10,708,823 2,677,206 2009
Generated in 2004 4,476,825 1,119,207 2010 4,833,350 1,208,338 2010
Generated in 2005 8,334,982 2,083,745 2011 8,106,023 2,026,505 2011
Generated in 2006 13,526,865 3,381,718 2012 13,526,865 3,381,682 2012
Generated in 2007 20,371,205 5,092,801 2013 21,860,604 5,465,150 2013
Generated in 2008 31,788,443 7,947,111 2014 39,345,143 9,836,287 2014
Generated in 2009 10,620,683 2,655,171 2015 - - 2015
95,785,113 23,946,281 98,380,808 24,595,168
Without limited time use 4,889,535 1,629,682 4,660,539 1,553,472
With a time limit different from
the above mentioned
11,223,092 3,163,902 12,520,562 3,575,667
16,112,627 4,793,584 17,181,101 5,129,139
111,897,740 28,739,865 115,561,909 29,724,307

15. CASH AND CASH EQUIVALENTS

As at 30 June 2009 and 31 December 2008, Cash and cash equivalents can be detailed as follows:

30 June 2009 31 December 2008
Cash at hand 171,297 164,398
Bank deposits 5,296,073 17,318,099
Treasury applications 479,400 450,443
Cash and cash equivalents in the balance sheet - Continued operations 5,946,770 17,932,940
Bank overdrafts - Continued operations (1,891,081) (315,693)
Changes in Cash and cash equivalents - Discontinued operations - (656,683)
Cash and cash equivalents in the balance sheet - Discontinued operations 867,423 -
Cash and cash equivalents in the statement of cash-flow s 4,923,112 16,960,564
Cash and cash equivalents in the balance sheet - Continued operations 5,946,770 17,932,940
Cash and cash equivalents in the balance sheet - Discontinued operations 1,384,628 1,383,546
Cash and cash equivalents in the balance sheet 7,331,398 19,316,486
Bank overdrafts - Continued operations (1,891,081) (315,693)
Bank overdrafts - Discontinued operations (517,205) (12,151,075)
Bank overdrafts (Note 18) (2,408,286) (12,466,768)

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 one euro each.

The demerger originated a Demerger Reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. Therefore, and 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. MINORITY INTERESTS

Movements in minority interests in the periods ended 30 June 2009 and 31 December 2008 were as follows:

30 June 2009 31 December 2008
Opening balance as at 1 January 49,319,413 36,758,832
Change in consolidation method (Note 7) (47,911,935) -
Increase in percentage ow nership follow ing acquisitions / share
capital increases
- 6,663,422
Changes in percentage ow nership follow ing sale of assets - 4,375,485
Changes resulting from currency translation 65,820 (94,458)
Other changes 114,971 58,048
Profit for the period attributable to minority interests 992,031 1,558,084
Closing balance 2,580,300 49,319,413

18. BORROWINGS

As at 30 June 2009 and 31 December 2008, Borrowings are made up as follows:

30 June 2009 31 December 2008
Outstanding amount Outstanding amount
Current Non current Current Non current Repayable
Bank loans on
Sonae Capital SGPS - commercial paper
a)
- 30,000,000 - 30,000,000 Mar/2013
Sonae Capital SGPS - commercial paper
b)
25,000,000 - 21,850,000 - Mar/2018
c) d) SC, SGPS - commercial paper 93,199,991 - 102,599,990 - Aug/2009
Invesaúde 500,000 250,000 500,000 500,000 Aug/2010
Selfrio Engenharia - commercial paper 1,400,000 2,800,000 1,400,000 3,500,000 May/2012
Up-front fees - (57,752) - (65,484)
Others 97,154 1,578,783 48,277 1,578,783
120,197,145 34,571,031 126,398,267 35,513,299
Bank overdrafts (Note 15) 2,408,286 - 12,466,768 -
Bank loans 122,605,431 34,571,031 138,865,035 35,513,299
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 - (838,990) - (919,895)
Bond loans - 99,161,010 - 99,080,105
Other loans 131,209 982,362 133,696 403,176
Derivatives (Note 19) - - 306,449 -
Obligations under finance leases 2,614,707 24,200,061 1,957,324 16,814,552
Up-front fees on finance leases - (131,942) - -
125,351,347 158,782,522 141,262,504 151,811,132

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

b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period.

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

d) Commercial paper programme issued on 29 August 2006 and valid up to 29 August 2009; this programme has been refinanced for an additional period ending 29 August 2011.

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

30 June 2009 31 December 2008
Capital Interest Capital Interest
N+1 a) b) 125,351,347 4,512,558 140,956,055 9,538,183
N+2 26,045,935 3,652,025 25,569,642 4,879,463
N+3 b) 3,654,194 3,005,638 3,526,491 4,710,393
N+4 61,770,341 3,387,304 31,621,778 4,608,497
N+5 1,816,035 1,874,536 30,961,854 2,138,519
After N+5 66,524,700 7,808,895 61,116,744 9,140,875
285,162,552 24,240,956 293,752,566 35,015,931

a) Includes amounts drawn under commercial paper programmes.

b) With the renegotiation of the commercial paper programme maturing 29 August 2009, the amount of capital maturing in N+1 was reduced to 32,151,357 euro and the amount maturing in N+3 increased to 96,854,184 euro.

19. DERIVATIVES

Interest rate derivatives

As at 30 June 2009, the Group did not have any hedging derivative underwritten. Previously existing derivatives have matured up to this date.

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 2009 31 December 2008 30 June 2009 31 December 2008
Hedge accounting derivatives
Interest rate (Note 18) - - - (306,449)
Other derivatives - - - -
- - - (306,449)

20. OTHER NON CURRENT LIABILITIES

As at 30 June 2009 and 31 December 2008 Other non current liabilities can be detailed as follows:

30 June 2009 31 December 2008
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,305,824 2,317,828
Discontinued operations 32,676,032 31,595,203
Others 700,003 700,000
35,681,859 34,613,031
Other creditors
Creditors in the restructuring process of Torralta 30,141,462 30,141,462
Fixed asset suppliers - 1,337,500
Others 148,936 8,553
30,290,398 31,487,515
Deferred income 3,002,496 -
Pension fund responsibilities 128,123 116,537
Other non current liabilities 69,102,876 66,217,083

"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 2008 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.

As at 30 June 2009 and 31 December 2008, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Year of Vesting Number of Fair value
grant year participants 30 June 2009 31 December 2008
Shares
2006 2009 5 - 73,981
2007 2010 4 60,607 49,081
2008 2011 6 167,710 120,607
2009 2012 7 339,169 -
Total 567,486 243,668

As at 30 June 2009 and 31 December 2008, 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 2009 31 December 2008
Other non current liabilities 140,383 146,904
Other current liabilities 50,505 -
Reserves 37,508 464,971
Staff costs 153,380 (318,068)

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2009 and 31 December 2008, Trade accounts payable and other current liabilities can be detailed as follows:

30 June 2009 31 December 2008
Trade creditors 51,238,141 52,979,478
Loans granted by and other payables to related parties
Others 447,674 1,668,160
447,674 1,668,160
Other current liabilities
Fixed assets suppliers 18,360,837 13,679,803
Advances from sales 8,595,790 35,491,511
Advances from customers 1,442,756 1,481,382
Other creditors 23,293,104 27,018,143
Taxes and contributions payable 11,985,980 12,610,226
Accrued expenses from construction contracts 21,809,690 11,855,567
Staff costs 7,342,350 7,004,587
Interest payable 1,738,098 2,607,358
Amounts invoiced for w orks not yet completed 5,851,012 3,818,919
Other external supplies and services 1,637,980 1,617,605
Other liabilities 16,467,000 13,063,846
118,524,597 130,248,947
Trade accounts payable and other current liabilities 170,210,412 184,896,585

23. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2009 were as follows:

Captions Balance as at 1
January 2009
Increases Decreases Balance as at
30 June 2009
Accumulated impairment losses on:
Investments (Note 10) 8,270,356 - (357,924) 7,912,432
Other non current assets (Note 11) 323,988 - (235,573) 88,415
Trade accounts receivable (Note 13) 5,715,588 50,763 (95,436) 5,670,915
Other current debtors (Note 13) 29,386,321 1,050,934 (310,094) 30,127,161
Stocks (Note 12) 9,876,851 143 (10,612) 9,866,382
Non current provisions 23,456,843 900 - 23,457,743
Current provisions 1,298,200 - (140,698) 1,157,502
78,328,147 1,102,740 (1,150,337) 78,280,550

As at 30 June 2009 and 31 December 2008 provisions can be detailed as follows:

30 June 2009 31 December 2008
Judicial claims 5,340,899 5,340,899
Risks associated w ith Elmo and its affiliates 15,925,722 15,925,722
Others 3,348,624 3,488,422
24,615,245 24,755,043

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

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2009 and 31 December 2008, the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2009 31 December 2008
Guarantees given:
on tax claims 4,584,166 4,213,279
on judicial claims 2,206,415 309,450
on municipal claims 3,137,820 5,964,208
Others 46,077,596 59,341,316

"Others" includes the following guarantees:

  • 6,663,785 euro (5,989,454 euro as at 31 December 2008) of guarantees on construction works given to clients;
  • 37,406,741 euro (37,417,063 euro as at 31 December 2008) of guarantees given concerning building permits in the tourism business.

25. RELATED PARTIES

Balances and transactions with related parties can be detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2009 30 June 2008 30 June 2009 30 June 2008
Parent company and group companies
excluded from consolidation (a)
157,722 155,661 134,267 188,926
Associated companies 4,755 128,504 48,984 546,690
Other partners and shareholders 37,156,232 32,481,510 5,628,579 3,530,467
37,318,709 32,765,675 5,811,830 4,266,083
Interest income Interest expense
Transactions 30 June 2009 30 June 2008 30 June 2009 30 June 2008
Parent company and group companies
excluded from consolidation (a)
- - - -
Associated companies 896,410 660,484 - -
Other partners and shareholders - 18,059 65,049 79,010
896,410 678,543 65,049 79,010
Accounts receivable Accounts payable
Balances 30 June 2009 31 December 2008 30 June 2009 31 December 2008
Parent company and group companies
excluded from consolidation (a)
246,287 208,004 119,160 119,339
Associated companies 1,828,124 24,123 1,877,761 176,157
Other partners and shareholders 20,470,845 19,760,304 5,851,916 5,948,939
22,545,256 19,992,431 7,848,837 6,244,435
Loans obtained Loans granted
Balances 30 June 2009 31 December 2008 30 June 2009 31 December 2008
Parent company and group companies
excluded from consolidation (a)
- - - -
Associated companies - - 24,455,019 22,451,938
Other partners and shareholders 2,305,824 2,317,826 - -
2,305,824 2,317,826 24,455,019 22,451,938

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

26. TAXATION

As at 30 June 2009 and 30 June 2008, Taxation is made up as follows:

30 June 2009 30 June 2008
Current tax 6,358,976 2,243,282
Deferred tax 3,725,366 (1,520,077)
10,084,342 723,205

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2009 and 30 June 2008, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2009 30 June 2008
Aggregate net profit 178,788,363 96,935,167
Harmonisation adjustments 2,711,381 (19,516,795)
Elimination of intra-group dividends (179,117,014) (40,464,917)
Equity Method (Note 5) 992,125 (1,898,238)
Elimination of intra-group capital gains/(losses) 509,741 (1,148,091)
Elimination of intra-group provisions 12,217,683 (3,037,000)
Consolidation adjustments to gain/(losses) on sales of assets 3,604,856 -
Consolidation adjustments to gain/(losses) on sales of
investments
2,152,886 2,450,135
Others 8,177 (15,135)
Consolidated net profit for the period 21,868,198 33,305,126

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2009 and 2008 were calculated taking into consideration the following amounts:

30 June 2009 30 June 2008
Total Total
Net Profit
Net profit taken into consideration to calculate basic
earnings per share (net profit for the period)
20,876,167 32,755,765
Effect of dilutive potential shares
Interest related to convertible bonds (net of tax)
-
-
-
-
Net profit taken into consideration to calculate diluted
earnings per share
20,876,167 32,755,765
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) 0.083505 0.131023

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

29. SEGMENT INFORMATION

As at 30 June 2009 and 2008, the following were identified as primary business segments:

  • Sonae Turismo:
  • Resorts & Residential Development
  • Real Estate Asset Management
  • Tourism Operations
  • Other
  • Spred:
  • Atlantic Ferries
  • Box Lines
  • Selfrio Group
  • Other • Holding & 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 contribution of the business segments to the income statement for the periods ended on 30 June 2009 and 2008 can be detailed as follows:

30 J
une
200
9
Tota
l Op
ions
erat
Reso
rt &
Resi
dent
ial
Deve
lopm
ent
Real
Esta
te
Ass
et
Man
ent
agem
Tour
ism
Ope
ratio
ns
Othe
r
Adj
ustm
ents
Tota
l To
uris
m
Atla
ntic Ferr
ies
Box
Line
s
Self
rio Grou
p
Othe
r
Adj
ustm
ents
Tota
l Sp
red
Hold
ing &
Othe
rs
Adju
stme
nts
l Hold
Tota
& Othe
ing
rs
Con
soli
date
d
Ope
ratio
nal In
com
e
Sale
s
71,1
66,1
17
48,6
50
866
,359
- - 72,0
81,1
26
- - 35,0
34,1
44
4,25
6,88
6
- 39,2
91,0
30
- - - 111
,372
,156
Serv
ices
dere
d
ren
200
,729
4,16
3,98
6
17,5
19,2
73
2,83
3
- 21,8
86,8
21
2,02
9,20
2
18,9
01,8
11
5,61
7,22
8
2,44
5,50
5
- 28,9
93,7
47
131,
976
- 131,
976
51,0
12,5
43
Othe
ratio
nal in
r ope
com
e
12,0
81,3
90
373
,638
687
,553
68,9
06
(1,9
99,4
00)
11,2
12,0
86
24,1
24
91,6
08
1,69
1,93
0
224
,212
(176
,264
)
1,85
5,60
9
141,
254
2,18
3,83
3
2,32
5,08
7
15,3
92,7
83
83,4
48,2
36
4,58
6,27
4
19,0
73,1
84
71,7
39
(1,9
99,4
00)
105,
180,
033
2,05
3,32
6
18,9
93,4
19
42,3
43,3
02
6,92
6,60
2
(176
,264
)
70,1
40,3
86
273,
230
2,18
3,83
3
2,45
7,06
3
177
,777
,482
Inter
t inc
-seg
men
ome
1,01
8,78
9
1,04
1,79
0
607
,358
1,46
8,38
3
- 41,5
85
540
,236
91,6
37
2,37
9,13
6
84,4
67,0
25
5,62
8,06
4
19,6
80,5
43
1,54
0,12
1
2,05
3,32
6
19,0
35,0
04
42,8
83,5
38
7,01
8,24
0
2,65
2,36
6
Ope
ratio
nal c
ash-
flow
(EB
ITDA
)
41,4
84,9
02
3,03
4,42
8
(2,4
83)
43,3
(140
)
,173
- 41,9
35,7
74
(717
)
,767
(227
)
,210
3,66
7,63
2
(637
)
,620
- 2,08
5,03
4
(453
)
,218
- (453
,218
)
43,5
67,5
90
Depr
ecia
tion
and
rtisa
tion
amo
Prov
ision
d im
pairm
ent l
s an
osse
s
Reve
rsal
of p
rovis
ions
and
imp
airm
ent l
s1
osse
(382
,198
)
(1,30
0,07
1)
70,6
08
(1,0
40,1
30)
-
1,90
3
(3,4
29,5
25)
(1,7
34,6
36)
209
,368
(113
,286
)
-
8,82
8
-
-
-
(4,96
5,13
8)
(3,03
4,70
7)
290,
707
(463
,814
)
-
-
(103
,087
)
(40
,191
)
-
(110
,456
)
-
2,02
9
(230
,055
)
(900
)
-
-
-
-
(907
,412
)
(41,0
91)
2,02
9
(19,5
44)
-
50,0
00
-
-
-
(19,5
44)
-
50,0
00
(5,8
92,0
94)
(3,0
75,7
97)
342
,736
Ope
ratio
nal p
rofit
(EBIT
)
39,8
73,2
42
Info
ion n
1,99
6,20
1
ed b
(7,3
98,1
77)
t for
inter
(244
,630
)
med
iate
- 34,2
26,6
36
(1,18
1,58
1)
Info
(370
,488
)
rmat
ion n
ot us
3,55
9,20
5
ed b
y ma
nage
ts.
seg
men
(868
,576
)
t for
inter
men
-
med
iate
1,13
8,56
1
(422
,762
)
Info
rmat
by m
anag
ion n
ed
ot us
-
nt fo
eme
r
(422
)
,762
34,9
42,4
34
Ne
t fina
ncia
l exp
ense
s
rmat
(2,10
3,25
4)
ot us
y ma
nage
(1,3
75,1
50)
men
(2,7
10,3
81)
se
(4,1
93,2
81)
nts.
gme
-
(10,3
82,0
66)
(414
,168
)
36,3
98
(86
,952
)
(1,0
66,2
68)
- (1,53
0,99
0)
inter
5,79
0,29
8
med
iate
-
ts.
5,79
0,29
8
(6,1
22,7
57)
Sh
f res
ults
of as
soci
ated
und
erta
kings
are o
(3,88
0)
(19
1,66
0)
- - - (195
,540
)
- - - 65,8
34
- 65,8
34
seg
1,12
1,83
1
men
-
1,12
1,83
1
992
,125
Inv
estm
ent i
ncom
e
(3) - - - - (3) - - - 126
,090
- 126,
090
2,01
4,65
1
- 2,01
4,65
1
2,14
0,73
8
Prof
it be
fore
taxa
tion
37,7
66,1
05
429
,391
###
####
##
(4,43
7,91
1)
- 23,6
49,0
27
(1,59
5,74
9)
(334
,090
)
3,47
2,25
3
(1,7
42,9
19)
- (200
,505
)
8,50
4,01
8
- 8,50
4,01
8
31,9
52,5
40
Ta
xatio
n
(9,9
11,1
75)
(41
,852
)
617
,110
(7,8
47)
- (9,34
4)
3,76
430,
698
305
,741
(87
1,82
8)
(223
,366
)
- (358
)
,754
(381
,824
)
- (381
)
,824
(10,
342)
084,
Net p
rofit
for t
he p
eriod
27,8
54,9
30
387
,539
(9,4
91,4
48)
(4,4
45,7
58)
- 14,3
05,2
63
(1,16
5,05
1)
(28
,349
)
2,60
0,42
5
(1,9
66,2
84)
- (559
,259
)
8,12
2,19
5
- 8,12
2,19
5
21,8
68,1
98
ttribu
table
quity
hold
f So
Cap
ital
to e
- a
ers o
nae
ttribu
table
inori
ty in
to m
tere
sts
- a
20,8
76,1
67
992,
031

1 Amount included in the caption Other operational income but added back in the calculation of Operational Cash-flow (EBITDA).

30 J
une
200
8
Tota
l Op
erat
ions
Reso
rt &
Resi
dent
ial
Deve
lopm
ent
Real
Esta
te
Ass
et
Man
ent
agem
Tour
ism
Ope
ratio
ns
Othe
r
Adj
ustm
ents
Tota
l To
uris
m
Atla
ntic Ferr
ies
Box
Line
s
Self
rio Grou
p
Othe
r
Adj
ustm
ents
Tota
l Sp
red
Hold
ing &
Othe
rs
Adju
stme
nts
Tota
l
Hold
ing
&
Othe
rs
Con
soli
date
d
Ope
ratio
nal In
com
e
Sale
s
1,36
3,18
0
1,12
8,48
5
97,6
04
- - 2,58
9,26
9
- - 31,5
44,8
83
5,99
7,51
6
- 37,5
42,3
99
- - - 40,1
31,6
68
Serv
ices
dere
d
ren
25,9
78
3,57
8,50
1
16,9
94,0
00
2,51
4
- 20,6
00,9
93
1,90
1,81
7
22,5
60,3
70
5,11
7,70
9
2,39
3,38
0
- 31,9
73,2
76
90,4
44
- 90,4
44
52,6
64,7
13
Othe
ratio
nal in
r ope
com
e
979
,447
368
,150
781
,231
21,4
87
(494
)
,665
1,65
5,64
9
2,35
5
86,0
16
204
,983
110
,828
510
,095
914,
277
118,
677
(37
)
,834
80,8
43
2,65
0,76
9
2,36
8,60
5
5,07
5,13
7
17,8
72,8
34
24,0
01
(494
,665
)
24,8
45,9
12
1,90
4,17
2
22,6
46,3
85
36,8
67,5
75
8,50
1,72
4
510
,095
70,4
29,9
53
209,
121
(37
,834
)
171,
287
95,4
47,1
51
Inter
t inc
-seg
men
ome
220
,388
946
,322
209
,593
49,2
63
- 87,9
59
543
,319
103
,506
32,5
98
2,58
8,99
2
6,02
1,45
8
18,0
82,4
27
73,2
64
1,90
4,17
2
22,7
34,3
45
37,4
10,8
94
8,60
5,23
0
241
,719
Ope
ratio
nal c
ash-
flow
(EB
ITDA
)
(5,4
23,7
92)
1,72
5,86
3
860
,927
(28
1,84
5)
- (3,1
18,8
47)
(249
,415
)
1,04
5,97
6
3,41
0,54
3
(459
,757
)
- 3,74
7,34
6
(2,1
11,6
97)
- (2,11
1,69
7)
(1,4
83,1
97)
Depr
ecia
tion
and
rtisa
tion
amo
Prov
ision
d im
pairm
ent l
s an
osse
s
Reve
rsal
of p
rovis
ions
and
imp
airm
ent l
s1
osse
(67,9
62)
(2,28
6,83
3)
554,
250
(1,0
08,8
38)
(10
,409
)
8,37
3
(2,4
47,4
92)
(257
,657
)
164
,938
(118
,162
)
(15
,093
)
-
-
-
-
(3,64
2,45
4)
(2,56
9,99
2)
727,
562
(617
)
(308
,775
)
-
(153
,570
)
(6,0
80)
-
(109
,920
)
-
3,22
9
(218
,728
)
(14
,682
)
-
-
-
-
(482
,836
)
(329
,538
)
3,22
9
(11,
106)
-
50,0
00
-
-
-
(11,
106)
-
50,0
00
(4,1
36,3
96)
(2,8
99,5
30)
780
,791
Ope
ratio
nal p
rofit
(EBIT
)
(7,22
8)
4,33
Info
ion n
rmat
714
,990
ed b
ot us
y ma
(1,6
83)
79,2
t for
inter
nage
men
(415
)
,100
med
iate s
-
ents
egm
(8,60
3,73
1)
(558
Info
)
,807
rmat
ion n
ot us
886
,325
ed b
3,30
3,85
1
y ma
nage
ts.
seg
men
(693
t for
inter
)
,167
men
med
iate
-
2,93
8,20
2
Info
rmat
(2,07
3)
2,80
by m
anag
inter
ion n
ed
ot us
nt fo
eme
-
r
med
iate
(2,07
2,80
3)
(7,7
38,3
32)
Ne
t fina
ncia
l exp
ense
s
(1,82
5,48
5)
(1,7
56,7
01)
(2,4
65,7
52)
(5,6
15,3
73)
- (11,6
63,3
11)
(392
,501
)
29,4
48
(104
,491
)
231
,855
- (235
,690
)
seg
6,67
2,19
1
ts.
men
-
6,67
2,19
1
(5,2
26,8
10)
Sh
f res
ults
of as
soci
ated
und
erta
kings
are o
1,48
4
(207
,475
)
- - - (205
,991
)
- - - (1,7
46,5
42)
- (1,74
6,54
2)
54,2
95
- 54,2
95
(1,8
98,2
38)
Inv
ent i
estm
ncom
e
- 750
,833
- (986
,667
)
- (235
,834
)
- - - 46,4
61,4
38
- 46,4
61,4
38
2,66
6,10
8
- 2,66
6,10
8
48,8
91,7
13
Prof
it be
fore
tion
taxa
(9,04
8,33
8)
(498
,354
)
(4,1
45,0
35)
(7,0
17,1
40)
- (20,7
08,8
67)
(951
,308
)
915
,773
3,19
9,36
0
44,2
53,5
83
- 47,4
17,4
08
7,31
9,79
1
- 7,31
9,79
1
34,0
28,3
32
Ta
xatio
n
1,64
3,35
5
(108
,309
)
(627
,031
)
(114
,056
)
- 793,
959
(803
)
(267
,563
)
(739
,503
)
(295
,404
)
- (1,30
3,27
2)
(213
,891
)
- (213
,891
)
(723
,205
)
Net p
rofit
for t
he p
eriod
(7,40
3)
4,98
(606
)
,663
(4,7
66)
72,0
(7,1
96)
31,1
- (19,9
14,9
08)
(952
)
,111
648
,210
2,45
9,85
7
43,9
58,1
80
- 46,1
35
14,1
7,10
5,90
0
- 7,10
5,90
0
33,3
05,1
27
ttribu
table
quity
hold
f So
Capi
tal
to e
- a
ers o
nae
ttribu
table
to m
inori
ty in
tere
sts
- a
32,7
55,7
65
549,
362

1 Amount included in the caption Other operational income but added back in the calculation of Operational Cash-flow (EBITDA).

The contribution of the business segments to the balance sheets as at 30 June 2009 and 31 December 2008 can be detailed as follows:

30 J
une
200
9
Tota
l Op
ions
erat
Reso
ial Deve
rt &
Resi
dent
lopm
ent
Real
Esta
te A
sset
Mana
ent
gem
ism Ope
Tour
ratio
ns
Othe
r
Elimin
ation
s
Tota
l Tou
rism
Atlan
tic Ferri
es
Box
Lines
Selfr
io Grou
p
Othe
r
Elimin
ation
s
Tota
l Sp
red
Hold
ing &
Oth
ers
Elimi
natio
ns
Tota
& Othe
l Hol
ding
rs
Con
solid
ated
Fixed
Ass
ets
Intan
gible
4,96
7
24,5
36
7,25
0,67
4
235
,894
- 6,07
7,51
1
63,4
39
37,5
69
15,6
66
378
,964
- 495,
639
9,00
0
- 9,00
0
8,02
0,71
0
Tang
ible
89,9
81,4
72
38,1
66,1
70
145
,463
,053
1,00
9,30
1
- 274,
619,
996
27,1
73,9
87
560
,888
758
,756
30,7
06,9
94
- 59,2
00,6
24
117,
106
- 117,
106
333
,937
,726
Good
w ill
23,9
73,1
67
11,4
80,6
44
97,7
43
371
,943
- 35,9
23,4
97
- 216
,643
23,6
57,6
44
1,37
2,82
4
- 25,2
47,1
11
596,
013
- 596,
013
61,7
66,6
21
Inves
tmen
ts
588,
918
951
,937
(0) 18,7
74,0
78
- 20,3
14,9
33
- - 0 981
,649
- 981,
649
81,2
50,7
33
- 81,2
50,7
33
102
,547
,315
Defe
rred
tax a
sset
s
1,78
9,02
2
4,96
5,47
6
3,07
3,39
9
- - 9,82
7,89
7
947,
250
83,9
16
- 616
,293
- 1,64
7,46
0
310,
229
- 310,
229
85,5
86
11,7
Othe
ets
r ass
225,
023,
493
96,7
11,0
20
44,8
45,9
63
337
,737
,561
(481
,509
,179
)
222,
808,
859
4,18
4,20
0 1
0,34
1,67
0 6
3,33
1,31
3 1
19,7
32,1
97
(65,
241,
539)
132,
347,
840
572,
603,
270
(564
,270
,770
)
8,33
2,50
0
363
,489
,199
Cash
h eq
uival
and
ent i
ents
tmen
ts
, cas
curr
nves
267
,426
39,4
15
207
,861
33,1
19
- 547,
821
75,6
67
141
,696
962
,399
1,53
5,67
7
- 2,71
5,44
0
4,06
8,63
7
- 4,06
8,63
7
7,33
1,89
7
Tota
l As
sets
341,
628,
465
152
,339
,199
200
,938
,693
358
,161
,896
(481
,509
,179
)
571
,559
,074
32,4
44,5
43
11,3
82,3
82
88,7
25,7
77
155,
324,
598
(65,
241,
539)
222
,635
,763
658
,954
,987
(564
,270
,770
)
94,6
84,2
17
888
,879
,054
Non-
ent L
iabilit
ies
curr
Bank
Loa
ns
43,3
35
0 3,04
7,03
3
0 - 3,09
0,36
8
21,9
59,7
51
- 2,80
0,00
0
1,82
9,14
4
- 26,5
88,8
95
129,
103,
257
- 129,
103,
257
158
,782
,522
Defe
rred
tax l
iabilit
ies
1,54
5,28
3
472
,234
570
,079
103
,032
- 2,69
0,62
9
- 1,01
8
- - - 1,01
8
224,
167
- 224,
167
2,91
5,81
3
Othe
liabili
ties
rent
r non
-cur
163
,760
,653
107
,542
,725
113,
410,
111
481
,657
,573
(830
,842
,729
)
35,5
28,3
33
- - - 131
,350
,546
(92,
437,
763)
38,9
12,7
83
18,1
19,5
02
- 18,1
19,5
02
92,5
60,6
19
Curr
ent L
iabilit
ies
Bank
Loa
ns
86,6
68
(0) 1,31
4,95
8
24,6
27
- 1,42
6,25
3
1,38
8,07
8
- 2,41
0,46
0
1,86
0,56
4
- 5,65
9,10
2
118,
265,
991
- 118,
265,
991
125
,351
,347
Othe
rent
liabil
ities
r cur
90,7
58,3
96
12,4
89,2
11
38,1
36,8
54
67,4
36,2
58
(124
,512
,539
)
84,3
08,1
79
3,11
7,09
3
8,07
8,30
3 4
4,35
5,04
0 5
2,26
0,65
9
(24,3
35,1
32)
83,4
75,9
62
43,3
66,7
13
(39,
782,
940)
3,58
3,77
3
171
,367
,914
Tota
l Lia
bilit
ies
256,
194,
335
120
,504
,170
156
,479
,035
549
,221
,490
(955
,355
,268
)
127
,043
,762
26,4
64,9
22
8,07
9,32
1 4
9,56
5,50
0 1
87,3
00,9
13 (
116,
772,
895)
154
,637
,760
309
,079
,630
(39,
782,
940)
269
,296
,690
550
,978
,215
Tec
hnic
al in
tme
nt
ves
9,15
2,41
0
25,9
24,0
64
9,78
8,06
8
70,7
92
- 44,9
35,3
34
519
,561
262
,403
75,0
33
43,1
51
- 900
,147
91,9
40
- 91,9
40
45,9
27,4
22
Gros
s De
bt
130,
003
0 4,36
1,99
1
24,6
27
- 4,51
6,62
1
23,3
47,8
30
- 5,21
0,46
0
3,68
9,70
8
- 32,2
47,9
97
247
,369
,248
- 247
,369
,248
284
,133
,867
Net
Deb
t
(137
,423
)
(39,
415)
4,13
4,15
1
(8,4
92)
- 3,96
8,80
1
23,2
72,1
62
(141
,696
)
4,24
8,06
1
2,15
4,03
1
- 29,5
32,5
58
243
,300
,611
- 243
,300
,611
276
,801
,970
31 D
mbe
ece
r 200
8
Tota
l Op
ions
erat
Reso
ial Deve
Resi
dent
rt &
lopm
ent
Real
Esta
te A
sset
Mana
ent
gem
ism Ope
Tour
ratio
ns
Othe
r
Elim
inatio
ns
Tota
l To
uris
m
Atlan
tic Ferri
es
Box
Lines
Selfr
io Grou
p
Othe
r
Elim
inatio
ns
Tota
l Sp
red
Hold
ing &
Oth
ers
Elim
inatio
ns
Tota
l Ho
lding
&
Othe
rs
Con
soli
date
d
Fixed
Ass
ets
Intan
gible
4,76
7
8,21
2
721
,054
263
,599
- 997,
632
44,8
45
30,0
75
15,8
73
402
,240
- 493,
033
0 - 0 1,49
0,66
5
Tang
ible
83,5
33,0
24
122
,556
,962
147
,034
,627
1,02
4,21
5
- 354,
148,
828
27,4
49,2
33
409
,066
759
,574
30,8
70,6
23
- 59,4
88,4
96
53,7
09
- 53,7
09
413
,691
,033
Goo
dw il
l
23,9
73,1
67
11,4
80,6
44
97,7
43
372
,030
- 35,9
23,5
84
- 216
,643
9,62
2,41
9
1,37
2,73
7
- 11,2
11,7
99
14,6
31,2
38
- 14,6
31,2
38
61,7
66,6
21
Inves
tmen
ts
592,
802
902
,597
(0) 217
,143
- 1,71
2,54
2
- - 30,0
00
915
,815
- 945,
815
41,5
72,2
75
- 41,5
72,2
75
44,2
30,6
32
Defe
rred
tax a
sset
s
6,75
0,27
7
4,31
0,06
5
3,23
8,22
1
- - 14,2
98,5
63
513,
535
1,08
6
- 601
,993
- 1,11
6,61
4
342,
739
- 342,
739
15,7
57,9
15
Othe
ets
r ass
242,
733,
434
145
,578
,434
72,3
19,0
84
605
,966
,598
(829
,749
,753
)
236,
847,
797
500,
208
12,7
45,5
01
53,8
49,7
20
199,
341,
582
(138
,029
,971
) 1
28,4
07,0
39
620,
384,
826
(613
,621
,822
)
6,76
3,00
4
372
,017
,841
Cash
h eq
uiva
lents
and
inves
rent
tmen
ts
, cas
cur
1,04
5,65
4
10,0
16,1
01
253
,127
82,1
46
- 11,3
97,0
28
73,8
03
33,8
98
1,21
5,93
6
1,63
2,41
3
- 2,95
6,05
0
4,96
3,90
7
- 4,96
3,90
7
19,3
16,9
85
Tota
l As
sets
358,
633,
125
294
,853
,016
223
,663
,857
607
,925
,730
(829
,749
,753
)
655
,325
,974
28,5
81,6
23
13,4
36,2
69
65,4
93,5
22
235,
137,
402
(138
,029
,971
) 2
04,6
18,8
45
681
,948
,695
(613
,621
,822
)
68,3
26,8
72
928
,271
,692
Non-
ent L
iabilit
ies
curr
Bank
Loa
ns
86,6
70
0 2,76
5,15
1
23,6
18
- 2,87
5,43
9
14,3
36,0
43
- 3,50
0,00
0
2,08
5,02
8
- 19,9
21,0
71
129,
014,
621
- 129,
014,
621
151
,811
,131
Defe
rred
tax l
iabilit
ies
1,75
7,35
7
497
,823
554
,702
107
,962
- 2,91
7,84
4
- - - - - - 246,
326
- 246,
326
3,16
0
4,17
Othe
rent
liabil
ities
r non
-cur
174
,053
,393
142
,509
,672
144,
101,
343
755
,404
,015
(1,1
82,2
63,0
79)
33,8
05,3
43
- - 748
,798
131
,132
,128
(94,
061,
459)
37,8
19,4
67
18,0
46,3
70
2,74
5
18,0
49,1
15
89,6
73,9
26
Curr
ent L
iabilit
ies
- -
Bank
Loa
ns
95,0
80
7,93
4
1,27
3,61
1
31,4
24
- 1,40
8,04
8
719,
202
- 1,42
7,96
0
12,9
50,8
56
- 15,0
98,0
18
124,
756,
438
- 124,
756,
438
141
,262
,504
Othe
liabil
ities
rent
r cur
120
,353
,232
25,3
59,0
85
34,5
07,9
22
46,9
18,8
37
(128
)
,265
,669
98,8
73,4
06
6,38
1,70
6
8,60
4,85
8 3
7,49
3,74
3 1
18,7
70,8
71
(89,
046)
389,
81,8
62,1
33
92,8
84,2
84
(87,
039)
425,
5,45
9,24
5
186
,194
,785
Tota
l Lia
bilit
ies
296,
345,
731
168
,374
,514
183
,202
,728
802
,485
,855
(1,3
48)
10,5
28,7
139
,880
,080
21,4
36,9
51
8,60
4,85
8 4
3,17
0,50
1 2
64,9
38,8
84
(183
,450
,505
) 1
54,7
00,6
90
364
,948
,039
(87,
294)
422,
277
,525
,746
572
,106
,516
Tec
hnic
al in
tme
nt
ves
48,3
69,0
20
27,1
12,4
84
38,2
44,9
83
9,89
2
- 113
,736
,379
5,36
0,77
8
160
,485
297
,770
(27,
949)
- 5,79
1,08
3
62,2
33
- 62,2
33
119
,589
,696
Gro
ss D
ebt
181,
749
7,93
4
4,03
8,76
2
55,0
42
4,28
3,48
7
15,0
55,2
45
4,92
7,96
0
15,0
35,8
85
35,0
19,0
89
253
,771
,059
253
,771
,059
293
,073
,635
- - - -
Net
Deb
t
(863
,905
)
(10,
008,
167)
3,78
5,63
5
(27,
104)
- (7,1
13,5
41)
14,9
81,4
42
(33,
898)
3,71
2,02
4
13,4
03,4
72
- 32,0
63,0
40
248
,807
,152
- 248
,807
,152
273
,756
,651

Net debt of the "Holding" can be analysed as follows:

30 June 2009 31 December 2008
Inflo ws
Gross market debt 247,369,248 253,771,059
Cash and cash equivalents 4,068,637 4,936,907
Net bank debt 243,300,611 248,834,152
Tourism - 26,616,000
Spred 82,000 35,000
Intercompany ST loans obtained 82,000 26,651,000
T o tal Inflo ws 243,382,611 275,485,152
Outflo ws
Tourism 482,158,547 522,843,530
Spred 62,634,151 49,501,321
Intercompany LT and ST loans granted 544,792,698 572,344,851

30. SUBSEQUENT EVENTS

On 16 July 2009 Predisedas – Predial das Sedas, SA, a company wholly owned, directly or indirectly, by the Group, signed, in a partnership with RAR Imobiliária, SA, a contract with the Porto City Council and third parties through which the company is granted a right to acquire a parcel or parcels of land in the Operational Planning Unit of Avenida Nun'Alvares, in Porto, within a three year period, with a possible extension for two years. This contract is still subject to the approval of the Municipal Executive Board and of the Municipal Assembly, as well as of prior consent of the Portuguese Court of Auditors.

Between 1 July and 12 August 2009 the Group disposed of, through its wholly owned affiliates SC Finance, BV (former Sonae Financial Participations, BV) and SC, SGPS, SA, a total of 1,142,688 shares of Sonae Indústria, SGPS, SA through sales in the stock exchange. The cash inflow from these sales amounted to around 2.5 million euro corresponding to an estimated gain of around 1 million euro.

On 13 August 2009, the Group, through its wholly owned affiliate SC, SGPS, SA, disposed of a total of 9,222,580 shares representing 6.588% of the share capital of Sonae Indústria, SGPS, SA and respective voting rights, through sales over the counter, to a group of institutional investors some of whom are already shareholders of Sonae Indústria, SGPS, SA. The cash inflow of this transaction amounted to circa 19.6 million euro and the estimated impact in the consolidated results of Sonae Capital is a gain of around 7 million euro.

Following the above mentioned transactions, Sonae Capital no longer holds, directly or indirectly, any shares in Sonae Indústria, SGPS, SA and for that matter any qualified shareholding in this company.

These transactions concluded the sale of the shareholding of Sonae Capital in Sonae Indústria, SGPS, SA started on 28 May 2009, as stated in the announcement to the market dated 4 June 2009, as part of Sonae Capital's programme to divest from non strategic assets which are available for sale.

On 26 August 2009, the Group refinanced the 110 million euro multi borrower commercial paper programme, through three new Commercial Paper Programmes, of 36.6 million euro each, maturing on 29 August 2011.

31. APPROVAL OF THE FINANCIAL STATEMENTS

The consolidated financial statements and respective disclosure were approved by the Board of Directors on 26 August 2009.

The Board of Directors

Sonae Capital, SGPS, SA Report and Accounts 52

INDIVIDUAL FINANCIAL STATEMENTS 30 JUNE 2009

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2009 AND 31 DECEMBER 2008

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

(Amounts expressed in euro)

ASSETS Notes 30 June 2009 31 December 2008
NON CURRENT ASSETS:
Tangible assets 3,963 5,285
Investments 4 382,638,753 382,638,753
Deferred tax assets 310,229 342,739
Other non current assets 5 311,584,000 116,153,000
Total Non Current Assets 694,536,945 499,139,777
CURRENT ASSETS
Other current assets 6 11,682,574 44,731,586
Cash and cash equivalents 7 4,007,621 25,516
Total Current Assets 15,690,195 44,757,102
TOTAL ASSETS 710,227,140 543,896,879
EQUITY AND LIABILITIES
EQUITY:
Share Capital
8 250,000,000 250,000,000
Translation and Fair Value Reserves - (304,749)
Other reserves 9 132,638,253 132,638,253
Retained earnings (849,780) (1,509)
Profit / (Loss) for the period 162,566,156 (848,271)
TOTAL EQUITY 544,354,629 381,483,724
LIABILITIES:
NON CURRENT LIABILITIES
Bank loans 10 29,942,248 29,934,516
Bonds 10 49,854,912 49,825,545
Other non current liabilities 70,387 -
Deferred tax liabilities 50,710 59,985
Total Non Current Liabilities 79,918,257 79,820,046
CURRENT LIABILITIES
Trade accounts payable 8,666 22,134
Bank loans 10 25,066,000 21,850,000
Other creditors 11 58,930,301 59,230,978
Other current liabilities 12 1,949,287 1,489,997
Total Current Liabilities 85,954,254 82,593,109
TOTAL EQUITY AND LIABILITIES 710,227,140 543,896,879

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

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

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

(Amounts expressed in euro)

Notes 30 June 2009 30 June 2008
Operational income:
Other operational income 7,091 -
Total operational income 7,091 -
Operational expenses:
External supplies and services 13 (311,534) (273,788)
Staff costs 14 (459,060) (634,536)
Depreciation and amortisation (1,321) (1,321)
Other operational expenses (45,304) (21,995)
Total operational expenses (817,220) (931,640)
Operational profit/(loss) (810,129) (931,640)
Financial income 15 4,441,257 2,080,709
Financial expenses 15 (3,538,916) (1,921,169)
Net financial income/(expenses) 902,341 159,540
Investment income 16 162,500,000 -
Profit/(loss) before taxation 162,592,212 (772,100)
Taxation 17 (26,056) (772)
Profit/(loss) for the period 162,566,156 (772,872)
Profit/(loss) per share
Basic 18 0.650265 (0.003091)
Diluted 18 0.650265 (0.003091)

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

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2009 AND 2008

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

(Amounts expressed in euro)

Notes nd Quarter 09 1
2
nd Quarter 08 1
2
Operational income:
Other operational income - -
Total operational income - -
Operational expenses:
External supplies and services (77,233) (104,140)
Staff costs (309,946) (425,513)
Depreciation and amortisation (661) (661)
Other operational expenses (5,353) (15,632)
Total operational expenses (393,193) (545,946)
Operational profit/(loss) (393,193) (545,946)
Financial income 2,630,273 1,212,237
Financial expenses (1,722,305) (1,141,182)
Net financial income/(expenses) 907,968 71,055
Investment income - -
Profit/(loss) before taxation 514,775 (474,891)
Taxation (131,003) (772)
Profit/(loss) for the period 383,772 (475,663)
Profit/(loss) per share
Basic
0.001535 (0.001903)
Diluted 0.001535 (0.001903)

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

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

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

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

(Amounts expressed in euro)

Notes 30 June 2009 30 June 2008
Net profit for the period 162,566,156 (772,872)
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 304,749 363,131
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period 304,749 363,131
Total comprehensive income for the period 162,870,905 (409,741)

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

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2009 AND 2008

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

(Amounts expressed in euro)

Notes nd Quarter 09 1
2
nd Quarter 08 1
2
Net profit for the period 383,772 (475,663)
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 153,196 365,326
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period 153,196 365,326
Total comprehensive income for the period 536,968 (110,337)

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

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

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

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

(Amounts expressed in euro)

Not
es
Sha
re C
apit
al
Ow
n S
hare
s
Leg
al
Res
erve
Tran
slat
ion
Res
erve
Fair
lue Res
Va
erve
Hed
ging
Res
erve
Oth
er R
ese
rves
and
Re
tain
ed
Ear
ning
s
Sub
tot
al
Net
rofit
/ (l
p
oss
)
Tota
l Eq
uity
Bala
at 1
Jan
20
08
nce
as
uary
250
,000
,000
- - - - - 132
,638
,253
132
,638
,253
(2,0
12)
382
,636
,241
Tota
l co
ehe
nsiv
e in
e fo
r the
riod
mpr
com
pe
- - - - 363
,131
- - 363
,131
(77
2,87
2)
(40
9,74
1)
App
iatio
n of
fits:
ropr
pro
Tran
sfer
lega
l res
and
aine
d ea
rnin
to
ret
erve
gs
Divi
den
ds d
istri
bute
d
Acq
uisi
tion
/(dis
al) o
f ow
n sh
pos
ares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,0
12)
-
-
-
(2,0
12)
-
-
2,0
12
-
-
-
-
-
-
Oth
ers
- - - - - - - - - -
Bala
at 3
0 Ju
ne 2
008
nce
as
250
,000
,000
- - - 363
,131
- 132
,636
,241
-
132
,999
,372
-
(772
,872
)
-
382
,226
,500
Bala
at 1
Jan
20
09
nce
as
uary
250
,000
,000
- - - (30
4,74
9)
- 132
,636
,744
-
132
,331
,995
(84
8,27
1)
381
,483
,724
Tota
l co
ehe
nsiv
e in
e fo
r the
riod
mpr
com
pe
- - - - 304
,749
- - 304
,749
162
,566
,156
162
,870
,905
App
iatio
n of
fits:
ropr
pro
Tran
sfer
lega
l res
and
aine
d ea
rnin
to
ret
erve
gs
Divi
den
ds d
istri
bute
d
Acq
uisi
tion
/(dis
al) o
f ow
n sh
pos
ares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(84
1)
8,27
-
-
(84
1)
8,27
-
-
848
,271
-
-
-
-
-
Oth
ers
- - - - - - - - - -
Bala
at 3
0 Ju
ne 2
009
nce
as
250
,000
,000
- - - - - 131
,788
,473
131
,788
,473
162
,566
,156
544
,354
,629

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

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

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

(Amounts expressed in euro)

Notes 30 June 2009 30 June 2008
OPERATING ACTIVITIES
Cash paid to trade creditors 347,042 271,496
Cash paid to employees 542,872 423,273
Cash flow generated by operations (889,914) (694,769)
Income taxes (paid)/received 601 (6,148)
Other cash receipts/(payments) relating to operating activities (145,055) 68,448
Net cash flow from operating activities [1] (1,035,571) (632,469)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 3,672,726 48,635
Dividends 162,500,000 -
166,172,726 48,635
Cash payments arising from:
Tangible assets - 7,927
Loans granted 161,612,700 27,527,000
(161,612,700) (27,534,927)
Net cash flow from investment activities [2] 4,560,026 (27,486,292)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 3,216,000 30,000,000
3,216,000 30,000,000
Cash Payments arising from:
Interest and similar costs 2,550,150 1,884,797
Loans obtained 208,200 -
(2,758,350) (1,884,797)
Net cash from financing activities [3] 457,650 28,115,203
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 3,982,105 (3,558)
Cash and cash equivalents at the beginning of the period 25,516 1,363
Cash and cash equivalents at the end of the period 7 4,007,621 (2,195)

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

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE 2nd QUARTERS OF 2009 AND 2008

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

(Amounts expressed in euro)

Notes 2nd Quarter 09 1 nd Quarter 08 1
2
OPERATING ACTIVITIES
Cash paid to trade creditors 73,720 109,888
Cash paid to employees 379,214 341,465
Cash flow generated by operations (452,934) (451,353)
Income taxes (paid)/received 97 (6,148)
Other cash receipts/(payments) relating to operating activities (76,309) 38,258
Net cash flow from operating activities [1] (529,341) (419,243)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 483 48,635
Dividends 162,500,000 -
Loans granted - 2,473,000
162,500,483 2,521,635
Cash payments arising from:
Loans granted 156,566,000 -
(156,566,000) -
Net cash flow from investment activities [2] 5,934,483 2,521,635
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,030,000 -
1,030,000 -
Cash Payments arising from:
Interest and similar costs 2,227,542 1,790,928
Loans obtained 208,200 363,000
(2,435,742) (2,153,928)
Net cash from financing activities [3] (1,405,742) (2,153,928)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 3,999,399 (51,536)
Cash and cash equivalents at the beginning of the period 8,222 49,341
Cash and cash equivalents at the end of the period 7 4,007,621 (2,195)

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

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

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 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".

The format of consolidated financial statements was altered in accordance with the revision of IAS 1 – "Disclosure of financial statements" which was adopted as from 1 January 2009.

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 2008.

4. INVESTMENTS

As at 30 June 2009 and 31 December 2008 investments are detailed as follows:

30.June.2009 31.December.2008
Investments in affiliated and
associated undertakings 382,638,253 382,638,253
Investments in other companies
(Sonae RE - 0,04%) 500 500
382,638,753 382,638,753

4.1 Investments in affiliated and associated undertakings

As at 30 June 2009 and 31 December 2008, 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.2009 31.December.2008
Company % Held Fair Book Fair Value % Held Fair Book Fair Value
Value Value Reserve Value Value Reserve
SC, SGPS, SA 100.00% - 382,638,253 - 100.00% - 382,638,253 -
Total - 382,638,253 - - 382,638,253 -

5. OTHER NON CURRENT ASSETS

As at 30 June 2009 and 31 December 2008 other non current assets are detailed as follows:

30.June.2009 31.December.2008
Loans granted to group
companies :
SC, SGPS, SA 311.584.000 116.153.000
311.584.000 116.153.000

This asset was not due or impaired as at 30 June 2009. 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 2009 and 31 December 2008 other current assets can be detailed as follows:

30.June.2009 31.December.2008
Group companies - Short term loans:
SC, SGPS, SA 5,149,500 40,133,300
SC - Sociedade de Consultadoria, SA 2,400,500 1,235,000
Group companies - Interest:
SC, SGPS, SA 3,775,204 2,802,326
Income tax w ithheld 181,650 27,538
Accrued income 175,565 533,422
Other current assets 155 -
11,682,574 44,731,586

7. CASH AND CASH EQUIVALENTS

As at 30 June 2009 and 31 December 2008 cash and cash equivalents can be detailed as follows:

30.June.2009 31.December.2008
Cash 1,003 1,000
Bank deposits 4,006,618 24,516
Cash and cash equivalents in the balance sheet 4,007,621 25,516
Bank overdrafts - -
Cash and cash equivalents in the cash flow statement 4,007,621 25,516

8. SHARE CAPITAL

As at 30 June 2009 share capital consisted of 250,000,000 ordinary shares of 1 euro each.

9. OTHER RESERVES

As at 30 June 2009, the caption Other reserves relates to the overall value of the demerger reserve (Note 1), and corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,683,253 Euros) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 Euros).

10. LOANS

As at 30 June 2009 and 31 December 2008 this caption included the following loans:

30.June.2009 31.December.2008
Bank loans - Commercial paper 30,000,000 30,000,000
Up-front fees not yet charged to income statement (57,752) (65,484)
Bank loans - non current 29,942,248 29,934,516
Nominal value of bonds 50,000,000 50,000,000
Up-front fees not yet charged to income statement (145,088) (174,455)
Bonds 49,854,912 49,825,545
Non-current loans 79,797,160 79,760,061
Bank loans - Commercial paper 25,000,000 21,850,000
Bank loans - others 66,000 -
Current bank loans 25,066,000 21,850,000

Sonae Capital SGPS – 2007/2012 Bond loan 1st issue, amounting to 20,000,000 euro, reimbursable after 5 years, in one instalment on 31 December 2012, unless reimbursement is anticipated either totally or partially, which can take place on 31 December 2010.

Sonae Capital SGPS – 2007/2012 Bond loan 2nd 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%.

The caption Non Current Bank loans relates to a commercial paper programme, with subscription guarantee, launched on 14 March 2008, valid for a five year period, with a maximum limit of 30,000,000 euro.

The caption current Bank loans – commercial paper includes two 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 15,000,000 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 mentioned loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest is payable on them at variable market rates.

There are no Derivatives.

11. OTHER CREDITORS

As at 30 June 2009 and 31 December 2008, these captions were made up as follows:

30.June.2009 31.December.2008
Other creditors
Group companies - Short term loans:
SC - Insurance and Risk Services, SGPS, SA 38,582,000 38,793,000
Interlog, SGPS, SA 20,249,000 20,289,000
Spinarq Arquitectura e Projectos, SA 82,000 35,000
Pargeste, SGPS, SA 10,200 14,400
Other creditors 7,101 99,578
58,930,301 59,230,978

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

12. OTHER CURRENT LIABILITIES

As at 30 June 2009 and 31 December 2008, these captions were made up as follows:

30.June.2009 31.December.2008
Other current liabilities
Taxes payable 23,298 28,326
Accruals:
Staff costs 161,075 314,842
Interest payable 1,753,385 800,023
Other accruals 11,529 33,569
Deferred income - 6,788
Derivative hedging instruments - 306,449
1,949,287 1,489,997

13. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2009 and 30 June 2008 external supplies and services can be detailed as follows:

30.June.2009 30.June.2008
Operational rents 6,917 14,556
Insurance costs 21,348 16,195
Travelling expenses 28,755 23,566
Services obtained 246,917 208,221
Other services 7,597 11,249
311,534 273,788

14. STAFF COSTS

As at 30 June 2009 and 30 June 2008, staff costs are made up as follows:

30.June.2009 30.June.2008
Governing bodies' remunerations 404,427 607,659
Social security contributions 36,385 24,780
Other staff costs 18,248 2,097
459,060 634,536

15. NET FINANCIAL EXPENSES

As at 30 June 2009 and 30 June 2008 net financial expenses can be detailed as follows:

30.June.2009 30.June.2008
Interest payable and similar expenses
Interest arising from:
Bank loans (999,834) (448,230)
Bonds (904,246) (1,339,344)
Other (1,467,231) (839)
Other financial expenses (167,605) (132,756)
(3,538,916) (1,921,169)
Interest receivable and similar income
Interest income 4,441,257 2,080,709
4,441,257 2,080,709
Net financial expenses 902,341 159,540

16 INVESTMENT INCOME

As at 30 June 2009, the caption Investment Income refers to dividends attributed by SC, SGPS, SA, in accordance with the resolution of the Shareholders General Meeting held on 30 March 2009.

17 TAXATION

As at 30 June 2009 and 30 June 2008, taxation is made up as follows:

30.June.2009 30.June.2008
Current tax (2,821) (772)
Deferred tax (23,235) -
(26,056) (772)

18. EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2009 and 2008 were calculated taking into consideration the following amounts:

30.June.2009 30.June.2008
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 162,566,156 (772,872)
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 162,566,156 (772,872)
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) 0.650265 (0.003091)

19. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 26 August 2009.

20. INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

In the period ended 30 June 2009 shareholders' loan contracts were entered into with the following companies:

  • SC, SGPS, SA

In the period ended 30 June 2009 short-term loan contracts were entered into with the following companies:

  • SC, SGPS, SA

As at 30 June 2009 amounts owed by affiliated undertakings can be summarized as follows:

Companies Closing Balance
SC, SGPS, SA 316,733,500
SC - Sociedade de Consultadoria, SA 2,400,500
319,134,000

As at 30 June 2009 amounts owed to affiliated undertakings can be summarized as follows:

Companies Closing Balance
SC - Insurance and Risk Services, SGPS, SA 38,582,000
Interlog, SGPS, SA 20,249,000
Spinarq Arquitectura e Projectos, SA 82,000
Pargeste, SGPS, SA 10,200
58,923,200

LIMITED REVIEW REPORT 30 JUNE 2009

LIMITED REVIEW REPORT PREPARED BY THE AUDITOR REGISTERED WITH CMVM 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, S.G.P.S., S.A. ("Company") for the half-year ended 30 June 2009 included in: the Report of the Board of Directors, the Consolidated and Individual Balance Sheets (that reflect total assets of 888,879,054 Euro and 710,227,140 Euro, respectively, and consolidated and individual equity of 337,900,839 Euro and 544,354,629 Euro respectively, including a consolidated net profit attributable to the Company's equity holders and an individual net profit of 20,876,167 Euro and 162,566,156 Euro, respectively), 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 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) and that is 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.
    1. 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 2009 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, 26 August 2009

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

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