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Samba Digital SGPS S.A

Earnings Release Nov 28, 2014

6003_10-q_2014-11-28_95dcf037-ed47-4515-8cdb-d0e0e8f6a1a9.pdf

Earnings Release

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"The results achieved during the first nine months of 2014 witness our commitment and effort on implementing the strategy defined at the end of 2013. Growing and improving each Business Units competitive position, releasing cash from nonstrategic assets to support new business opportunities and, primarily, to reduce debt, have been our core tasks and the team's main effort during 2014. In fact, the nine months results showed significant improvements across all key financial indicators: Consolidated Top Line grew 44% and, at the same time, EBITDA posted an improvement of 84% reaching a margin of 7.6%, registering homologous growth in all quarters of the year. Analysing by segment, with the exception of SISTAVAC that is dealing with an important reorganization process, all business units have been presenting better operational results. Also, at the Net Results level, despite negative, it should be noted the improvement of 6.37M€ when compared to last year.

Net Debt reached 238M€, the lowest level since the spin-off, already including the acquisition of a set of Cogeneration operations, during the 1Q14. This result materializes and reinforces the team's commitment and effort on continuing with the implementation of the defined corporate strategy".

Cláudia Azevedo, CEO

3Q14 RESULTS CONFIRM THE POSITIVE OPERATIONAL AND FINANCIAL INDICATORS TREND EVOLUTION, HAVING BEEN ONE OF THE BEST QUARTERS

  • The Energy segment growth, from 3.5M€ to 13.2M€, driven mainly by the consolidation of the new cogeneration plants acquired during the 1Q14 and the Martim Longo photovoltaic operation that began production during the
  • quarter; Real Estate at troiaresort maintained a positive rhythm of sales, achieving one of best quarters to date: +40.1%, to 13.5M€. During 3Q14 it were signed 13 deeds regarding real estate residential units in troiaresort, to which we should add a stock of 17 promissory purchase agreements and 7 reservation agreements; During the 9M14 it were signed 40 deeds regarding real estate residential units in troiaresort that adding to the 24 promissory purchase and reserve agreements, totals 64 commercialized units, compared to 67
  • throughout the full year of 2013; and Fitness grew 21% and Hospitality improved 10.8%, consolidating the positive trend seen in previous quarters.

… Consolidated EBITDA , not including Guaranteed Income Provisions, amounted to 6.78M€, a significant improvement of 1.46M€ or 27.5% compared to 3Q13:

  • Driven by all Tourism segments expressive operational improvement;
  • The growing Energy contribution both on a comparable basis and when
  • considering the 1.43M€ relative to the new cogeneration operations; Including the provision related to the estimated present value of potential costs for the period of the guaranteed income in real estate sales in

1 EBITDA not including the estimated present value of potential costs for the full period of the guaranteed

troiaresort, consolidated EBITDA amounted to 5.97M€, growing 26.3% or

1.24M€ compared to 3Q13; Excluding the recognition of a non-recurrent operational cost accounted for under the SISTAVAC restructuring process in course, EBITDA would have been 7.15M€, growing 51.2% or 2.42M€ compared to 3Q13;

Net Results in 3Q14 amounted to negative 0.61M€, negatively impacted by the nonrecurrent operational cost referred above. Nevertheless, driven by the operational improvement across the majority of the businesses and the traditional Hospitality positive seasonality effect, this was the best result of the year, representing an improvement of 1.62M€ compared to 3Q13.

THE POSITIVE PERFORMANCE WITNESSED IN ALL QUARTERS OF THE YEAR, LED TO 9M14 CUMULATIVE CONSOLIDATED RESULTS WELL ABOVE LAST

  • Consolidated TOP LINE amounted to 130.57M€, registering an improvement of 43.9% when compared to last year with the majority of the business
  • contributing favourably; Consolidated EBITDA1 totalled 12.85M€ (or 9.95M€ considering the Guaranteed income Provisions), reaching a margin of 9.8%, which compares to the 6.0M€
  • and a margin of 6.6% registered in 9M13; o Excluding the above mentioned non-recurrent operational cost, recognised during the 3Q14 in Refrigeration & HVAC segment, EBITDA would have reached 14.04M€ (or 11.13M€ considering the
  • Guaranteed income Provisions), reaching a margin of 10.8% NET RESULTS improved 45.0% to negative 7.79M€, compared to the
  • negative 14.16M€ achieved last year; FREE CASH FLOW (levered), including the net impact relative to the acquisition of the new cogeneration operations during the 1Q14, stood at 8.1M€, above last year by 2.7M€, benefiting from the improved operational performance across the majority of the segments, particularly, from the real
  • estate sales at troiaresort, which has led... ... to a significant Net Debt reduction of 7.8M€ compared to end of 2013, to
  • 238.2M€, the lowest value since the spin-off; o It should be noted that, compared to same period last year, Net

    • Debt reduced by 13.1M€, driven by the FCF generation in the period; o Excluding the Energy segment, where the majority of the Group investments are concentrated, Net Debt showed a reduction of 17.4M€ compared to the end of 2013, in line with our debt reduction strategic intent.
  • OVERALL PERFORMANCE The financial and operational performance throughout the 9M14 was globally positive, showing growth across all major financial indicators, namely, a consolidated Top Line growth of 43.9%, an 84.0% improvement at the EBITDA level and a Net Results growth of 45.0%. Also at the EBITDA-Capex level, that amounted to 4.04M€ in the 9M14, there was an improvement with the respective positive impact at the FCF generation being visible on the reduction of the Net Debt.

2.1. CONSOLIDATED PROFIT & LOSS STATEMENT

Consolidated Top Line in 3Q14 amounted to 54.34M€, registering a growth of 34.8% compared to 3Q13 with the majority of the segments showing favourably evolutions. It should be noted the performance registered by Resorts (+40.1%), Hospitality (+10.8%) and Energy (+3.8x) that have achieved one of the highest levels ever, benefiting, in the case of Hospitality from a positive seasonality effect. Refrigeration & HVAC, notwithstanding below the level verified in 3Q13, registered

the best performance of the year. Driven by the growth registered in the three quarters of the year, the 9M14 Consolidated Top Line registered a growth of 43.9% to 130.57M€, with all segments, with the exception of Refrigeration & HVAC, showing positive evolutions: (i) Resorts, +116%, leveraging on the increasing number of real estate sales deeds at troiaresort; (ii) Hospitality, +7.9%, driven by the improved occupancy rate; (iii) Fitness, +22.1%, resulting from the 34% active members growth rate; (iv) Energy, +3.3x, driven primarily by the consolidation of the new cogeneration operations and by the beginning, in 3Q14, of Martim Longo photovoltaic production; and (v) notwithstanding the 8.0% decrease registered in Refrigeration & HVAC, despite the

17% pipeline growth when compared to the end of 2013. With respect to segment "Others", the positive variation of 29.9% translates our effort and commitment in releasing cash from non-strategic assets, namely real estate sales.

3Q14 consolidated EBITDA, not including Guaranteed Income Provisions, amounted to 6.78M€, correspondent to a margin of 12.5% and registering a growth of 27.5% or 1.46M€, with positive evolutions across all segments with the exception of Refrigeration & HVAC, driven by both the top line performance and the recognition

of a non-recurrent operational cost. It should be highlighted that, as in Top Line, Resorts performance, driven by a favourably sales mix and Hospitality, benefiting from a positive seasonality effect, as a result of the increased occupation rates and, consequently, RevPar, was one the best ever in Sonae Capital history.

3Q14 consolidated EBITDA including, for conservative reasons, the estimated present value of the potential costs for the full period of the guaranteed income in real estate sales at troiaresort, amounted to 5.97M€ registering, however, a growth of 26.3% or 1.24M€ when compared to last year. Excluding the above-mentioned non-recurrent operational cost recognised in Refrigeration & HVAC segment, as to highlight a better judgement of Group's performance, EBITDA would have reached 7.15M€, correspondent to a margin of 13.2% and a growth of 2.42M€ compared to the same period last year.

During the 9M14, consolidated EBITDA amounted to 9.95M€, correspondent to a margin of 7.6%, registering a growth of 4.54M€ when compared to the 5.41M€ and the margin of 6.0% achieved last year.

3Q14 Net Results, driven by the improved operational performance across the majority of the segments, was negative 0.61M€. In YTD terms, Net Results remained in negative levels of 7.79M€, although 45.0% or 6.37M€ better than the achieved in 9M13. For this positive evolution it should be highlighted, besides the EBITDA performance, the 20.5% growth registered in Results from Associated Undertakings/Investments, mostly due to the contribution of Norscut and the two new cogeneration operations where the group does not hold a majority shareholding.

2.2. CAPEX

Capex (excluding the investment related to the acquisition of the new cogeneration operations) in the period 9M14 amounted to 5.9M€, correspondent to a Capex/sales ratio of 4.5%, below the 6.4% registered in the period 9M13. Resorts and Hospitality (driven by the opening of the new concept Hotel in Porto, a partnership with "Escola de Hotelaria e Turismo do Porto") segments drove the bulk of Capex. It should also be noted the growth registered in Fitness, driven by the opening of new clubs. Regarding the Energy business, Capex was mainly driven by the launch of Martim Longo operation (photovoltaic park - 2MW).

2.3. CAPITAL STRUCTURE

At the end of 9M14, Net Debt amounted to 238.2M€, and as referred above, the lowest level since the spin-off, in 2007, stood 7.8M€ below the level registered at

the end of 2013. This result was driven by the FCF performance notwithstanding

the acquisition of cogeneration operations during the 1Q14. It should be noted that the favourable FCF performance and, consequently, Net Debt has primarily resulted from the 3Q14 performance. In fact, during the 3Q14, Net Debt reduced by 15.8M€ as consequence of the strong FCF generation. It should be highlighted that, in the quarter, as anticipated in previous earnings announcement, it was registered a recovery from the traditional 2Q working capital investment and, importantly, it also incorporates the sale of an Imosede fund stake

by 5.0M€. It should also be noted that when compared to the same period last year, Net Debt

presented a reduction of 13.1M€.
Consolidated Balance Sheet
Million euro
Sep 2014 Dec 2013 D Sep14/Dec13
Total Assets 633.9 633.4 +0.1%
Tangible and Intangible Assets 246.4 246.3 +0.0%
Goodwill 61.0 61.0 +0.0%
Non-Current Investments 52.4 52.0 +0.7%
Other Non-Current Assets 46.5 45.8 +1.7%
Stocks 164.2 178.9 -8.2%
Trade Debtors and Other Current Assets 58.2 46.5 +25.3%
Cash and Cash Equivalents 5.2 3.0 +73.5%
Total Equity 306.2 313.2 -2.2%
Total Equity attributable to Equity Holders of Sonae Capital 297.2 304.3 -2.4%
Total Equity attributable to Non-Controlling Interests 9.0 8.9 +2.2%
Total Liabilities 327.7 320.3 +2.3%
Non-Current Liabilities 204.4 171.9 +18.9%
Non-Current Borrowings 185.0 153.0 +21.0%
Deferred Tax Liabilities 13.2 12.6 +4.6%
Other Non-Current Liabilities 6.2 6.3 -1.7%
Current Liabilities 123.3 148.4 -16.9%
Current Borrowings 58.4 96.1 -39.2%
+24.0%
Trade Creditors and Other Current Liabilities 64.9 52.3
Total Equity and Liabilities 633.9 633.4 +0.1%
Net Capital Employed
Fixed Assets
544.4
307.4
559.2
307.3
-2.6%
+0.0%
Non-Current Investments (net) 79.5 78.8 +0.9%
Working Capital 157.5 173.1 -9.0%
Capex (6M period)
% Fixed Assets
5.9
1.9%
5.8
1.9%
+1.5%
Net Debt
% Net Capital Employed
238.2
43.8%
246.0
44.0%
-3.2%
Gearing 77.8% 78.6%
Net Debt excluding Energy 212.8 230.2 -7.6%

Capital employed decreased by 2.6% compared to end of 2013 despite of the new cogeneration operations acquired during the 1Q14. This performance resulted mainly from the decrease in working capital investment of 15.6M€.

3.1. TOURISM

Million euro
Tourism 3Q 2014 3Q 2013 $\triangle$ 14/13 9M 2014 9M 2013 $\triangle$ 14/13
Total Operational Income 24.47 17.27 $+41.7%$ 52.16 30.15 +73.0%
Turnover 23.80 18.69 $+27.3%$ 53.61 34.27 +56.5%
Resorts
Hospitality
Fitness
13.48
7.10
3.22
9.62
6.41
266
$+40.1%$
$+10.8%$
$+21.0%$
30.93
12.55
1013
14.34
11.63
8.30
>100%
$+7.9%$
$+22.1%$
Other Operational Income 0.67 $-142$ 145 $-412$ $+64.8%$
Total Operational Costs $-19.97$ 14.26 -40.0% -47.05 -31.09 $-51.3%$
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
144
$-4.49$
839
340
$-2.24$
-160
$-2.74$
6.23
336
$-0.34$
$+10.3%$
64 3%
34.7%
$-13%$
< 100%
244
$-12.15$
1953
$-9.25$
$-3.67$
288
4.06
-14.33
$-8.91$
$-0.91$
$+15.1%$
< 100%
-36.3%
$-3.8%$
$< 100\%$
EBITDA before Guaranteed Income Provisions *
Resorts
Hospitality
Fitness
4.50
3.43
0.74
O.17
3.01
233
0.60
$-0.01$
$+49.8%$
$+47.1%$
$+23.5%$
5.11
6.55
$-2.71$
110
$-0.94$
160
$-2.98$
0.26
$>100\%$
$+9.0%$
>100%
Provisions for Guaranteed Income $-0.81$ $-0.59$ -37.6% $-2.90$ $-0.59$ $< 100\%$
EBITDA 3.70 242 $-52.8%$ 2.21 $-1.53$ ۰.
Capex
EBITDA Capex
1.17
2.53
0.58
183
+99 3%
+38.0%
2.72
$-0.51$
1.27
$-2.80$
>100%
$+81.7%$

During the 3Q14 it were celebrated 13 deeds from the troiaresort residential units which adding to the 21 and 6 celebrated in 1Q14 and 2Q14, total a cumulative number for the 9M14 of 40 deeds (compared to the 39 celebrated in the full year 2013). On top of that, we should add 17 promissory purchase agreements and reservation agreements (with advanced payment) for additional 7 units. As at 30th September

2014, there were 307 sales deeds signed on troiaresort residential units. Driven by the enlarged number of deeds celebrated in the quarter and also benefitting from a positive sales mix effect, Turnover reached 13.48M€, one of the best ever, registering a growth of 40.1%. In cumulative terms, Turnover amounted to 30.93M€, 2.2x higher than the registered in the same period last year.

Additionally, benefiting from the positive mix sales effect, EBITDA not including guaranteed income provisions, reached in the quarter, 3.43M€ achieving a growth of 47.1% compared to 3Q13. In the 9M14, totalled 6.55M€, 4.95M€ above that verified in

For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions, at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Driven by the sales deeds registered during the 9M14, the value amounted to 2.9M€, reflecting a level of EBITDA of 3.64M€, 2.64M€ above the level registered last year.

The dynamism and the improving trend in turnover and profitability observed since the end of 2013 has remained during the 3Q14 with the average number of active members registering a growth of 34% when compared to the 3Q13.

In 3Q14 Turnover grew 21.0% to 3.22M€ driven by the mentioned increase number of active members, notwithstanding the lower market average monthly fees. As a result of the Top Line performance on one hand, and the optimization and

rationalization cost measures implemented, on the other hand, EBITDA amounted to 0.17M€, an increase of 0.18M€ when compared to last year. In the 9M14, EBITDA totalled 1.10M€, correspondent to a margin of 10.8%, 7.4pp above the registered last year.

During the 3Q14, Hospitality Turnover showed a growth of 10.8% when compared to 3Q13, to 7.1M€, achieving one of the best quarters ever. This performance resulted from the 13pp increase level of occupation rate. In the same period, the number of nights sold grew 20.5% in the total Group's hotel properties and RevPar has also

shown an improvement of 11.6%. In the 9M14, Turnover amounted to 12.55M€, correspondent to a growth of 7.9%

driven by the improved majority of operational indicators. Due to the increased Top Line level and the optimization and rationalisation cost measures implemented over the past years, 3Q14 and 9M14 EBITDA increased 23.5%

and 9.0%, respectively. Excluding rents, it should be highlighted that the Hospitality segment EBITDAR in the period 9M14 ascended to positive 1.53M€, registering a margin of 21.3%, an improvement of 7.0% when compared to the positive 1.43M€ achieved in the same period last year.

Profit and Loss Account
Million euro
Energy 3Q 2014 3Q 2013 D 14/13 9M 2014 9M 2013 D 14/13
Total Operational Income 13.77 3.50 >100% 34.37 10.26 >100%
Turnover
Other Operational Income
13.23
0.54
3.47
0.03
>100%
>100%
33.42
0.94
10.11
0.15
>100%
>100%
Total Operational Costs -11.14 -2.69 <-100% -27.34 -7.72 <-100%
Cost of Goods Sold
Change in Stocks of Finished Goods
-8.99
0.00
-2.13
0.00
<-100%
-
<-100%
-22.86
0.00
-6.05
0.00
<-100%
-
<-100%
External Supplies and Services
Staff Costs
-1.10
-0.50
-0.35
-0.21
<-100% -2.58
-1.34
-1.04
-0.62
<-100%
Other Operational Expenses -0.55 0.00 <-100% -0.56 0.00 <-100%
EBITDA 2.62 0.81 >100% 7.02 2.54 >100%
Capex
EBITDA-Capex
0.37
2.26
0.63
0.18
-41.9%
>100%
1.30
5.72
2.25
0.30
-42.3%
>100%

Energy segment Top Line, during the 3Q14, grew 3.8x to 13.23M€, including the contribution of the new cogeneration operations acquired at the end of 1Q14. Importantly, excluding that contribution (9.28M€ in 3Q14 and 22.51M€ in 9M14), Top Line would have grown 14.0%. EBITDA in the period has also shown a significant growth of 3.3x to 2.62M€, achieving a margin of 19.8%. Excluding the contribution of the acquired operations, (1.43M€ and 3.49M€ in 3Q14 and 9M14, respectively), EBITDA would have grown 48.5% in the quarter and 39.1% in the 9M14 when compared to the 9M13.

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

With the fully operational photovoltaic project since June, the capacity under management ascends to 53 MW (50MW Cogeneration and 3MW Photovoltaic) or

62.3 MW, considering the non-fully held operations, a growth of 3.0 times when

compared to the end of 2013. During the 1Q14 it was announced the acquisition of a set of shareholdings and interests held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.

Profit and Loss Account
Million euro D 14/13 D 14/13
Refrigeration & HVAC
Total Operational Income
3Q 2014
16.99
3Q 2013
17.14
-0.9% 9M 2014
41.61
9M 2013
43.89
-5.2%
Turnover 16.46 17.30 -4.9% 40.60 44.10 -8.0%
Total Operational Costs -17.12 -15.97 -7.1% -41.07 -41.30 +0.6%
Cost of Goods Sold -7.55 -6.72 -12.4% -15.19 -17.10 +11.2%
Change in Stocks of Finished Goods -1.12 0.77 - -1.72 3.53 -
External Supplies and Services -5.11 -5.99 +14.8% -13.54 -14.77 +8.3%
Staff Costs
Other Operational Expenses/Income
-3.47
0.13
-3.41
-0.62
-1.7%
-
-10.92
0.30
-11.65
-1.31
+6.3%
-
EBITDA -0.66 1.33 - -0.47 2.81 -
Capex 0.09 0.15 -34.9% 0.27 0.23 +17.4%
EBITDA-Capex -0.75 1.18 - -0.75 2.57 -

During 3Q14, Top Line amounted to 16.46M€, the best performance of the year, notwithstanding 4.9% below the level registered in 3Q13 (a yoy improvement compared to -8.3% in 1Q and -11.3% in 2Q vs. LY). Backlog at the end of the period mounted to, approximately, 29M€, having remained relatively stable compared to the previous quarter, representing circa 6.5 months of Turnover.

In YTD terms (9M14), Top Line totalled 40.6M€, a decrease of 8.0% compared to last year. International Top Line (consolidating exports and direct sales abroad), driven by the lower level of international activity following some delays in the launch of important projects, represented 20% of the consolidated Turnover.

In 3Q14, under the restructuring process that is being implemented, it were recognised a bulk of non-recurrent operational costs amounting to 1.19M€ that have penalised both the segment and overall Sonae Capital Group results.

Despite of the on-going implementation of measures leading to rationalize and variable the cost structure to the new benchmark, and excluding the above nonrecurrent operational cost, 9M14 EBITDA amounted to only 0.72M€, registering a significant decrease when compared to same period last year.

EBITDA in the domestic operation amounted to 0.71M€ in the 9M14 period and 0.5M€ in the 3Q14, registering a decrease of 53% and 28%, respectively when compared to last year.

Capex remained at low levels and the large majority of the lower operational cash flow was driven by the negative EBITDA evolution.

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

During the period it was sold a stake of the Imosede Fund for 5.0M€. There were no

other material operations to highlight. With respect to Real Estate assets, during the 9M14, it were celebrated sales deeds

over a disperse set of assets amounting to 0.87M€. As at 30 September 2014, Capital Employed in this set of assets (real estate)

There was no corporate information to register.

There were no subsequent corporate events to register.

The consolidated financial statements presented in this report is non-audited and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union.

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

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

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

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning
  • Operational Cash Flow = EBITDA Capex
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and
  • Provisions (including in Other Operation Income) EBITDA excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the
  • Guaranteed Income from real estate sales at troiaresort EBITDAR = EBITDA + Rents for buildings
  • Net Debt = Non-Current Loans + Current Loans Cash and Cash Equivalents –
  • Current Investments Capex = Investment in Tangible and Intangible Assets
  • Gearing = Net Debt / Equity

Anabela Nogueira de Matos Representative for Capital Markets Relations E-mail: [email protected] Tel.: +351 220129528

Nuno Parreiro Investor Relations Officer E-mail: [email protected] Tel.: +351 220107903

Sonae Capital, SGPS, SA Lugar do Espido, Via Norte Apartado 3053 4471 – 907 Maia Portugal

www.sonaecapital.pt

CONSOLIDATED FINANCIAL STATEMENTS

30 SEPTEMBER 2014

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

(Amounts expressed in euro)

NON-CURRENT ASSETS:
Tangible assets
8
238,519,783
238,552,228
8
Intangible assets
7,890,827
Goodwill
9
60,990,244
60,982,213
5
Investments in associated companies
17, 194, 828
12,458,452
35, 187, 331
Other Investments
6 and 10
39,540,098
Deferred tax assets
14
25,859,453
26, 186, 529
11
19,570,690
Other non-current assets
20,673,507
406, 315, 973
405,036,036
Total non-current assets
CURRENT ASSETS:
Stocks
12
164, 200, 169
178,930,013
Trade account receivables and other current assets
13
58, 207, 303
46,472,406
15
Cash and cash equivalents
5,201,020
2,997,963
31.12.2013
7,745,826
Total Current Assets
227,608,992
228,400,382
TOTAL ASSETS
633,436,418
633, 924, 965
EQUITY AND LIABILITIES
EQUITY:
Share capital
16
250,000,000
250,000,000
Own Shares
16
(1,486,301)
(1, 124, 125)
Reserves and retained earnings
56,570,056
68,634,546
Profit/(Loss) for the year attributable to the equity holders of Sonae
(7,930,747)
(13, 200, 373)
Equity attributable to the equity holders of Sonae Capital
297, 153, 008
304,310,048
Equity attributable to non-controlling interests
17
9,045,958
306, 198, 966
TOTAL EQUITY
313,160,339
8,850,291
LIABILITIES:
NON-CURRENT LIABILITIES:
18
Loans
185,041,297
152,968,701
20
Other non current liabilities
3,146,646
3,256,871
Deferred tax liabilities
14
13, 158, 137
12,581,859
Provisions
23
3,079,824
3,079,824
204, 425, 904
171,887,255
Total Non-Current Liabilities
CURRENT LIABILITIES:
18
58, 384, 664
96,050,940
Loans
Trade creditors and other current liabilities
22
59,452,177
49,380,171
23
Provisions
5,463,254
2,957,713
123,300,095
Total Current Liabilities
148,388,824
TOTAL LIABILITIES
327,725,999
320,276,079
633, 924, 965
633,436,418
TOTAL EQUITY AND LIABILITIES

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013

(Amounts expressed in euro)

Notes 30.09.2014 30.09.2013
Sales 65,631,246 43,618,251
Services rendered 66,279,177 54, 108, 957
Other operating income 8,668,656 5,751,397
Cost of sales (42, 164, 098) (30,637,917)
Changes in stocks of finished goods and work in progress (14, 433, 677) (1, 584, 388)
External supplies and services (39, 946, 484) (36, 997, 708)
Staff costs (25, 449, 432) (26, 646, 362)
Depreciation and amortisation 8 (10, 902, 965) (10,002,029)
Provisions and impairment losses (4, 162, 028) (1, 577, 485)
Other operating expenses (4, 845, 897) (1, 559, 738)
Operational profit/(loss) (1, 325, 502) (5, 527, 022)
Financial Expenses (10,067,045) (9, 242, 156)
Financial Income 1,004,311 820,269
Profit/(Loss) in associated and jointly controlled companies 5 4,549,523 3,671,861
Investment income 569,899 575,658
Profit/(Loss) before taxation (5, 268, 814) (9, 701, 390)
Taxation 26 (2,524,104) (4, 454, 804)
Profit/(Loss) for the year 27 (7, 792, 918) (14, 156, 194)
Attributable to:
Equity holders of Sonae Capital
(7,930,747) (14, 455, 259)
Non-controlling interests 17 137,829 299,065
Profit/(Loss) per share
Basic 28 (0.032.212) (0.058369)
Diluted 28 (0.032.212) (0.058369)

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 3rd QUARTERS OF 2014 AND 2013

(Amounts expressed in euro)

Notes 3 rd Quarter 14 1 3rd Quarter 13 1
Sales 25,887,373 20,485,801
Services rendered 28,444,983 22,642,983
Other operating income 4,411,386 2,266,556
Cost of sales (18,014,124) (12,654,518)
Changes in stocks of finished goods and work in progress (5,677,243) (2,882,322)
External supplies and services (15,966,162) (15, 169, 006)
Staff costs (8,664,651) (8,855,790)
Depreciation and amortisation (3,851,556) (3,288,971)
Provisions and impairment losses (1,658,211) (992, 658)
Other operating expenses (2, 787, 283) (584, 216)
Operational profit/(loss) 2.124.512 967,859
Financial Expenses (3,225,192) (3,331,423)
Financial Income 270,918 221,659
Profit/(Loss) in associated and jointly controlled companies 1,662,656 1,229,325
Investment income 180,531 62,053
Profit/(Loss) before taxation 1,013,425 (850, 527)
Taxation (1,620,451) (1,378,840)
Profit/(Loss) for the period (607,026) (2,229,367)
Attributable to:
Equity holders of Sonae Capital (569, 126) (2,526,127)
Non-controlling interests (37,900) 296,760
Profit/(Loss) per share
Basic (0.002310) (0.010277)
Diluted (0.002310) (0.010277)

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013

(Amounts expressed in euro)

30.09.2014 30.09.2013
Consolidated net profit/(loss) for the period (7, 792, 918) (14, 156, 194)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 88,286 (150, 113)
Share of other comprehensive income of associates and
joint ventures accounted for by the equity method (Note 5)
(292, 285) 2,193,407
Change in the fair value of assets available for sale 904,216 1,252,774
Change in the fair value of cash flow hedging derivatives 635,193 906,501
Tax related to other comprehensive income captions (129, 268) (320, 896)
Other comprehensive income for the period 1,206,142 3,881,673
Total comprehensive income for the period (6, 586, 776) (10, 274, 521)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(6, 754, 398)
167,622
(10, 543, 600)
269,079

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 3rd QUARTERS OF 2014 AND 2013

(Amounts expressed in euro)

3 rd Quarter 14 1 $3rd$ Quarter 13 1
Consolidated net profit/(loss) for the period (607, 026) (2, 229, 367)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences (29, 087) (76, 603)
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
58,891 488,737
Change in the fair value of assets available for sale 132,076 419,084
Change in the fair value of cash flow hedging derivatives 92,380 192,132
Tax related to other comprehensive income captions 46,895 (104, 771)
Other comprehensive income for the period 301,155 918,579
Total comprehensive income for the period (305, 871) (1, 310, 788)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(256, 623)
(49,248)
(1, 587, 438)
276,650

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

(Amounts expressed in Euro)

Att
ribu
tab
le t
o E
ity
Hol
qu
der
s of
So
nae
Ca
ital
p
Sha
re
Cap
ital
Ow
n
Sha
res
Dem
erg
er
Res
erv
e
(No
6)
te 1
Tra
nsla
tion
Res
erv
es
Fai
r
Val
ue
Res
erv
es
Hed
ing
g
Res
erv
es
Oth
er
Res
nd
erv
es a
ain
ed
Ret
Ear
nin
gs
Sub
al
tot
Net
Pro
fit/
(Lo
ss)
al
Tot
Non
- Con
llin
tro
g Inte
ts
res
al E
ity
Tot
qu
Bal
1 J
s at
20
13
anc
e a
anu
ary
250
,00
0,0
00
(26
05)
4,7
132
,63
8,2
53
(11
6)
,48
153
,08
2
(2,3
)
37,
176
(53
04)
,83
6,5
76,
606
,16
9
(11
03)
,09
2,0
315
,24
9,4
61
8,7
07,
639
323
,95
7,1
00
Tot
al c
olid
ate
d c
hen
sive
inc
e fo
r th
erio
d
ons
om
pre
om
e p
- - - (10
09)
7,6
1
,25
2,7
74
893
,98
3
1,8
72,
511
3,9
11,
659
(14
59)
,45
5,2
(10
00)
,54
3,6
269
,07
9
(10
21)
,27
4,5
App
riat
ion
of
fit
of 2
012
rop
pro
:
Tra
nsf
er t
o le
l re
d re
tain
ed
nin
ga
ser
ves
an
ear
gs
Div
ide
nds
id
pa
Acq
uisi
tion
of
n sh
ow
are
s
Cha
s in
the
of c
ital
he
ld i
ffil
iate
d
nta
nge
pe
rce
ge
ap
n a
Oth
han
er c
ges
-
-
-
-
-
-
-
(50
48)
1,3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11
03)
,09
2,0
-
-
750
(1,4
90)
(
3)
11,
092
,00
-
-
750
(1,4
90)
11,
092
,00
3
-
-
-
-
-
-
(50
48)
1,3
750
(1,4
90)
-
(30
00)
0,0
-
(75
0)
(1
)
-
(30
00)
0,0
(50
48)
1,3
-
(1,4
91)
Bal
s at
30
Se
pte
mb
er 2
013
anc
e a
250
,00
0,0
00
(76
53)
6,0
132
,63
8,2
53
(11
95)
9,0
1,4
05,
856
(
)
1,4
43,
193
(63
36)
,05
6,7
69,
425
,08
5
(14
59)
,45
5,2
304
,20
3,7
73
8,6
75,
967
312
,87
9,7
40
Bal
s at
1 J
20
14
anc
e a
anu
ary
250
,00
0,0
00
(1,1
)
24,
125
132
,63
8,2
53
(18
22)
9,6
(59
56)
0,8
(
)
1,1
66,
854
(62
75)
,05
6,3
68,
634
,54
6
(13
73)
,20
0,3
304
,31
0,0
48
8,8
50,
291
313
,16
0,3
39
Tot
al c
olid
d c
hen
sive
inc
e fo
r th
erio
d
ate
ons
om
pre
om
e p
- - - 67,
320
904
,21
6
626
,36
6
(42
53)
1,5
1,1
76,
349
(7,9
)
30,
747
(6,7
)
54,
398
167
,62
2
(6,5
)
86,
776
App
riat
ion
of
fit
of 2
013
rop
pro
:
nsf
o le
l re
d re
tain
ed
nin
Tra
er t
ga
ser
ves
an
ear
gs
ide
nds
id
Div
pa
Acq
uisi
tion
of
n sh
ow
are
s
Cha
s in
the
nta
of c
ital
he
ld i
ffil
iate
d
nge
pe
rce
ge
ap
n a
Oth
han
er c
ges
-
-
-
-
-
-
-
(36
76)
2,1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(13
73)
,20
0,3
-
-
-
(40
6)
,46
(
3)
13,
200
,37
-
-
-
(40
6)
,46
13,
200
,37
3
-
-
-
-
-
-
(36
76)
2,1
-
(40
6)
,46
-
(64
27)
9,9
-
677
,89
0
82
-
(64
27)
9,9
(36
76)
2,1
677
,89
0
(40
4)
,38
Bal
s at
30
Se
pte
mb
er 2
014
anc
e a
250
,00
0,0
00
(1,4
86,
301
)
132
,63
8,2
53
(12
2,3
02)
313
,36
0
(54
0,4
88)
(75
,71
8,7
67)
56,
570
,05
6
(7,9
30,
747
)
297
,15
3,0
08
9,0
45,
958
306
,19
8,9
66

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

(Amounts expressed in Euro)

Notes 30.09.2014 30.09.2013 3 nd Quarter 14 1 3 nd Quarter 13 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors 134,810,744 99,229,381 55,886,053 47,210,961
Cash receipts from trade creditors (80, 567, 933) (63, 807, 381) (25,610,711) (24,090,777)
Cash paid to employees (24, 729, 821) (25,687,886) (8,082,947) (9,024,416)
Cash flow generated by operations 29,512,990 9,734,114 22, 192, 395 14,095,768
Income taxes (paid) / received (3,866,108) (1, 483, 227) 39,399 382,756
Other cash receipts and (payments) relating to operating activities (5, 174, 651) (2, 161, 629) (8, 357, 629) (4,057,780)
Net cash flow from operating activities (1) 20,472,231 6,089,258 13,874,165 10,420,744
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 8,125,183 12,860,404 8,005,002 2,466,542
Tangible assets 1,083,926 1,092,356 748,163 322,289
Intangible assets 9,417
Interest and similar income 1,243,050 207,082 103,670 176,629
Dividends 868,687 220,681 72,320 62,053
11,320,846 14,389,940 8,929,155 3,027,513
Cash Payments arising from:
Investments (3, 341, 003) (69, 325) (16, 411) (41, 075)
Tangible assets (5, 196, 640) (4, 550, 598) (1, 764, 143) (2, 149, 743)
Intangible assets (851, 121) (122, 850) (362, 328) (58, 246)
Loans granted (969, 509) (476, 203) (32, 583) (10, 318)
(10, 358, 273) (5, 218, 976) (2, 175, 465) (2, 259, 382)
Net cash used in investment activities (2) 962,573 9,170,964 6,753,690 768,131
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 71,151,000 23,706,279 6,951,800 5,325,801
Capital increases, additional paid in capital and share premiums 25,393 25,393
Sale of own shares 42,606
71,218,999 23,706,279 6,977,193 5,325,801
Cash Payments arising from:
Loans obtained (77,607,469) (26, 885, 100) (39,068,286) (12, 938, 138)
Interest and similar charges (11, 510, 973) (10,652,947) (4, 774, 082) (4,021,752)
Reimbursement of capital and paid in capital (28, 385)
Dividends (1, 597, 370) (300,000) (593, 336) (300,000)
Purchase of own shares (404, 783) (501, 348) (240, 668)
(91, 148, 980) (38, 339, 395) (44, 435, 704) (17, 500, 558)
Net cash used in financing activities (3) (19, 929, 981) (14, 633, 116) (37, 458, 511) (12, 174, 757)
Net increase in cash and cash equivalents $(4) = (1) + (2) + (3)$ 1,504,823 627,106 (16, 830, 656) (985, 882)
Effect of foreign exchange rate (32, 761) 48,462 (17, 938) 38,603
Cash and cash equivalents at the beginning of the period 15 2,922,307 2,609,152 21,272,609 4,212,281
Cash and cash equivalents at the end of the period 15 4,459,891 3,187,796 4,459,891 3, 187, 796

The accompanying notes are part of these financial statements.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014

(Translation from the Portuguese Original)

(Amounts expressed in Euro)

$11$ INTRODUCTION

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

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

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

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

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

MAIN ACCOUNTING POLICIES $\mathcal{P}$

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

Basis of preparation

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

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

$31$ CHANGES IN ACCOUNTING POLICIES

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

GROUP COMPANIES INCLUDED IN THE CONSOLIDATED $\overline{4}$ . FINANCIAL STATEMENTS

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

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

Energy

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

a) Majority of voting rights.

$1)$ Ex-Casa da Ribeira - Hotelaria e Turismo, SA;

$2)$ Company adquired in March 2014;

Company incorporated in the period; $3)$

$4)$ Ex-SKK- Central de Distr., SA;

  • Ex-Bloco W Sociedade Imobiliária, SA; $5)$
  • $6)$ Ex-SKKFOR - Ser.For.e Desen.de Recursos, SA;

$7)$

$6)$

  • $7)$ Company dissolved in the period;
  • 8) Company included in the Other Assets segment in 2013;
  • 9) Company adquired in September 2014.

$51$ 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 September 2014 and 31 December 2013 are as follows:

Percentage of capital held
30 September
2014 31 December 2013 Book Value
Company Head
Office
Direct Total Direct Total 30
September
2014
31 December
2013
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 102,456 357,859
1) Sociedade de Construções do Chile, SA Maia 100.00% 50.00% 100.00% 50.00%
1) Vastgoed One - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00%
1) Vastgoed Sun - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00%
Lidergraf - Artes Gráficas, Lda Vila do
Conde
24.50% 24.50% 24.50% 24.50% 846,752 690,582
Norscut - Concessionária de Scut Interior
Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00% 15,425,675 11,386,011
Operscut - Operação e Manutenção de
Auto-estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Energy
2) Feneralt - Produção de Energia, ACE Barcelos 25.00% 25.00% 107,255
2) Powercer - Sociedade de Cogeração da
Vialonga, SA
Lisbon 30.00% 30.00% 688,690
Total 17, 194, 828 12,458,452

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

2) Company acquired in March 2014.

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

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

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

30 September 2014 31 December 2013
Total Assets 108,315,155 668,902,549
Total Liabilities 588,533,246 590,182,432
Income 108,315,155 128,281,701
Expenses 92,533,372 112,365,691

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

30 September 2014 30 September 2013
Opening balance as at 1 January 12,490,395 4,697,978
Acquisitions in the period 1,249,300 37,000
Disposals in the period
Equity method 3,513,562 5,865,268
Dividends received (26, 486)
Change in the consolidation method
Closing balance as at 30 September 17,226,771 10,600,246
Accumulated impairment losses (31, 943) (31, 943)
17, 194, 828 10,568,303

The use of the equity method had the following impacts: 3,779,361 euro recorded on share of results of associated undertakings (3,671,861 euro at 30 September 2013), and -292,285 euro in changes in reserves (2,193,407 euro at 30 September 2013).

OTHER INVESTMENTS $6.$

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

Percentage of capital held
30 September 2014 31 December 2013
Head 30 31 December
Company Office Direct Total Direct Total September 2013
Tourism
Infratroia - Emp. de Infraest. de
Troia, E.N.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Other Assets
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 25.85% 25.85% 25.85% 25.85% 34,558,205 38,654,123
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0.06% 0.06% 0.06% 0.06% 124,892 124,892
Net, SA Lisbon 2.80% 2.80% 2.80% 2.80% 11,132 11,132
Fundo de Capital de Risco F-HITEC Lisbon 6.48% 6.48% 6.48% 6.48% 250,000 250,000
Other investments 178,313 435,204
Total (Note 10) 35, 187, 331 39,540,098

Additions in the consolidation perimeter by acquisition:

Percentage of capital held
At acquisition date
Company Head Office Direct Total
Atelgen - Produção de Energia, ACE Barcelos 51.00% 51.00%
Carvemagere - Manutenção e Energias
Renováveis, Lda
Barcelos 65.00% 65.00%
Companhia Térmica Hectare ACE Alcochete 100.00% 100.00%
Companhia Térmica do Serrado ACE Maia 70.00% 70.00%
Companhia Térmica Tagol, Lda Oeiras 95.00% 95.00%
C.T.E. - Central Termoeléctrica, Lda Maia 100.00% 100.00%
Enerlousado - Recursos Energéticos, Lda Maia 100.00% 100.00%
Ronfegen - Recursos Energéticos, Lda Maia 100.00% 100.00%
Soternix - Produção de Energia ACE Barcelos 51.00% 51.00%

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

Acquisition Date 30 September 2014
6,315,082 5, 177, 148
10,235,315 6,755,810
6,318,519 1,268,335
(14, 326, 852) (9, 432, 278)
8,542,064 3,769,014
8,031
279,690
8,270,405
8,270,405
8,270,405
(6, 318, 519)
1,951,886

TANGIBLE AND INTANGIBLE ASSETS 8.

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

Tangible Assets
Land and
Buildings
Equipment Other
Tangible
Assets
Tangible
Assets in
progress
Total
Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 224,681,479 146,714,608 1,916,702 16,042,362 389, 355, 151
Changes in consolidation perimeter 1,640,691 24,542,530 248,629 26,431,850
Capital expenditure 348,594 203,758 13,387 4,318,344 4,884,083
Disposals (3,919,745) (1, 570, 380) (10, 293) (5,500,418)
Exchange rate effect 52,377 5,450 57,827
Transfers (86, 418) 9,745,912 44,155 (9,674,868) 28,781
Closing balance as at 30 September 2014 222,664,601 179,688,805 2,218,030 10,685,838 415, 257, 274
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2014 86, 377, 115 62,883,216 1,542,592 150,802,923
Changes in consolidation perimeter 1,419,542 18,628,133 178,843 20,226,518
Charges for the period 1) 2,136,001 8,441,523 62,870 10,640,394
Disposals (3, 498, 755) (1, 322, 511) (10, 224) (4,831,490)
Exchange rate effect 27,878 2,347 30,225
Transfers (80, 618) (50, 276) (185) (131, 079)
Closing balance as at 30 September 2014 86, 353, 285 88,607,963 1,776,243 $\blacksquare$ 176,737,491
Carrying amount as at 1 January 2014 138, 304, 364 83,831,392 374,110 16,042,362 238,552,228
Carrying amount as at 30 September 2014 136, 311, 316 91,080,842 441,787 10,685,838 238,519,783

1) Includes impairment losses amounting to 261.520 euro (229,832 euro at December 2013)

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

30 September 2014 31 December 2013
Tróia 8,202,450 7,322,147
Photovoltaic Project 24,585 7,412,790
Others 2,458,803 1,307,425
10,685,838 16,042,362
Intangible Assets
Patents and
other similar
rights
Software Other
Intangible
Assets
Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 7,834,037 2,211,797 9,422 435,656 10,490,912
Changes in consolidation perimeter 208,361 208,361
Capital expenditure 8,776 171,855 413,595 594,226
Disposals (43, 550) (163, 541) (207, 091)
Exchange rate effect 1,639 1,639
Transfers 1,659 637,215 124,960 (659, 619) 104,215
Closing balance as at 30 September 2014 7,835,696 2,815,877 351,057 189,632 11, 192, 262
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2014 1,207,452 1,528,846 8,788 2,745,086
Changes in consolidation perimeter 98,610 98,610
Charges for the period 146,020 377,393 475 523,888
Disposals (43, 548) (43, 548)
Exchange rate effect 1,054 1,054
Transfers (23, 655) (23, 655)
Closing balance as at 30 September 2014 1,329,817 1,863,745 107,873 3,301,435
Carrying amount as at 1 January 2014 6,626,585 682,951 634 435,656 7,745,826
Carrying amount as at 30 September 2014 6,505,879 952,132 243,184 189,632 7,890,827

As at September 2014 net assets of Marina de Tróia amount to 6,031,207 euro (6,141,720 euro at 31 December 2013).

GOODWILL 9.

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

30 September 2014 31 December 2013
Gross amount:
Opening balance 62.283.809 62,290,239
Increases - acquisition of affiliated companies 8,031
Decreases - disposals of affiliated companies (6, 430)
Closing balance 62,291,840 62,283,809
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
Total 60.990.244 60,982,213

10. OTHER INVESTMENTS

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

30 September 2014 31 December 2013
Non current Current Non current Current
Investments at acquisition cost
Opening balance as at 1 January 8,071,101 8,223,418
Acquisitions in the period 14,601 122
Disposals in the period (7, 499, 512) (152, 525)
Transfers 86
Closing balance as at 30 September 586,190 8,071,101
Accumulated impairment losses (Note 23) (258, 264) (7, 707, 935)
327,926 363,166
Investments held for sale
Fair value as at 1 January 39, 305, 931 49,938,723
Acquisitions in the period
Disposals in the period (5, 221, 742) (9,919,661)
Increase/(Decrease) in fair value 904,216 (713, 131)
Fair value as at 30 September 34,988,404 39,305,931
Accumulated impairment losses (Note 23) (128, 999) (128, 999)
Fair value (net of impairment losses) as at 30 September 34,859,405 39,176,932
Other Investments 35, 187, 331 39,540,098

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

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

These investments are recorded at acquisition cost less impairment losses.

11. OTHER NON-CURRENT ASSETS

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

30 September 2014 31 December 2013
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 18,647,695 17,740,756
Others 754,075 691,505
19,401,770 18,432,261
Impairment losses (Note 23) (34, 916) (34, 916)
19,366,854 18,397,345
Trade accounts receivable and other debtors
Others 1,306,653 1,173,345
Impairment losses (Note 23)
1,306,653 1,173,345
Other non current assets 20,673,507 19,570,690

12. INVENTORIES

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

30 September 2014 31 December 2013
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,302,236 1,162,725
Goods for sale 31,280,846 29,892,598 32, 155, 488 30,045,640
Finished goods 56,297,024 56,297,024 68,373,552 68,373,552
Work in progress 78,765,781 76,628,201 80.964.110 77, 147, 748
167,645,887 162,817,823 182,655,875 175,566,940
Accumulated impairment losses on stocks (Note 23) (3, 445, 218) (3, 434, 621) (3, 725, 862) (3, 434, 621)
164,200,669 159, 383, 202 178,930,013 172, 132, 319

13. ACCOUN TS RECEIV VABLE AN _______ ND OTHER R CURREN NT ASSETS S___

31,242
2,837
(4,613,
266)
26,911,545
(6,039,005)
26,629
9,571
20,872,540
14,141
,401
12,841,371
26
6,623
70,058
797
7,440
850,602
10,517
7,404
10,923,538
2,103
3,910
4,804,214
29
9,504
9,678
737
7,739
965,460
338
8,560
264,345
1,468
8,082
895,653
7,743
3,773
1,681,955
23,736
6,412
20,395,445
(6,326,
704)
(7,707,008)
58,207
7,303
46,472,406

14. DEFERRED TAXES

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

Deferred tax assets Deferred tax liabilities
30 September 2014 31 December 2013 30 September 2014 31 December 2013
Amortisation and Depreciation harmonisation adjustments 847,009 884,314 3,268,769 2,783,003
Provisions and impairment losses of non-tax deductible 8,912,229 8,934,857
Write off of tangible and intangible assets 139,494 325,774
Write off of accruals 38,303 126,853
Revaluation of tangible assets 102,697 103,166
Tax losses carried forward 15,845,567 15,843,605
Financial instruments 1,419,686 1,276,624
Write off of stocks 906,974 931,724
Taxable temporary differences arising from the fair value of
non-current liabilities
7,141,626 7,150,724
Others 76,851 71,126 318,385 336,618
25,859,453 26, 186, 529 13, 158, 137 12,581,859

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

30 September 2014 31 December 2013
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses
carried
forward
Deferred tax
assets
Time
limit
With limited time use
Generated in 2008 754,049 173,431 2014 1,105,341 254,228 2014
Generated in 2009 6,379,907 1,467,379 2015 6,379,907 1,467,379 2015
Generated in 2010 2,245,419 516,446 2014 18,328,751 4,215,613 2014
Generated in 2011 17,938,869 4,125,940 2015 17,938,869 4,125,940 2015
Generated in 2012 16,006,259 3,681,440 2017 16,006,259 3,681,440 2017
Generated in 2013 9,134,645 2,100,968 2018 9,126,112 2,099,006 2018
Generated in 2014 16,434,622 3,779,963 2026
68,893,770 15,845,567 68,885,239 15,843,605
With a time limit different from
the above mentioned
68,893,770 15,845,567 68,885,239 15,843,605

As at 30 September 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences. This assessment was based in the Group business plans which are regularly updated.

As at 30 September 2014, tax losses carried forward amounting to 194,186,316 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 September 2014 31 December 2013
Tax losses carried
forward
Tax Credit Time limit Tax losses
carried
forward
Tax Credit Time
limit
With limited time use
Generated in 2008 32,809,905 7,546,278 2014 33,053,902 7,602,397 2014
Generated in 2009 35,674,539 8,205,144 2015 35,694,882 8,209,823 2015
Generated in 2010 32,477,235 7,469,764 2014 16,443,812 3,782,077 2014
Generated in 2011 17,563,037 4,039,498 2015 18,024,594 4,145,657 2015
Generated in 2012 19,461,343 4,476,109 2017 19,508,597 4,486,977 2017
Generated in 2013 37,067,762 8,525,586 2018 36,378,392 8,367,030 2018
Generated in 2014 60,737 13,969 2026
175, 114, 558 40,276,348 159, 104, 179 36,593,961
Without limited time use 1,186,715 395,532
With a time limit different from
the above mentioned
19,071,758 5,449,287 14,997,872 4,318,664
19,071,758 5,449,287 16, 184, 587 4,714,196
194, 186, 316 45,725,635 175,288,767 41,308,157

15. CASH AND CASH EQUIVALENTS

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

30 September 2014 31 December 2013
Cash at hand 79,638 84,252
Bank deposits 5,112,677 2,901,739
Treasury applications 8,705 11,972
Cash and cash equivalents on the balance sheet 5,201,020 2,997,963
Bank overdrafts - (Note 18) (741, 129) (75, 657)
Cash and cash equivalents in the statement of cash-flows 4,459,891 2,922,307

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

16. FOUITY

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

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

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

17. NON CONTROLLING INTERESTS

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

30 September 2014 31 December 2013
Opening balance as at 1 January 8,850,291 8,707,639
Changes in hedging reserves 8.827 16,215
Changes in the percentage of capital held in affiliated companies 677,890 548,518
Changes resulting from currency translation 20.966 (68, 547)
Dividends paid (649.927) (304, 254)
Others 82
Profit for the period attributable to minority interests 137.829 (49, 280)
Closing balance 9,045,958 8.850.291

18. BORROWINGS

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

30 September 2014 31 December 2013
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper a) 28,050,000 75,000,000 Mar/2018
Sonae Capital SGPS - commercial paper d) 8,250,000 8,250,000 Jan/2015
Sonae Capital SGPS - commercial paper b) 10,950,000 12,650,000 Aug/2016
Sonae Capital SGPS - commercial paper c) 30,000,000 30,000,000 Dec/2017
Sonae Capital SGPS - commercial paper f) 3,500,000 6,500,000 May/2017
Sonae Capital SGPS - commercial paper 9) 8,000,000 Feb/2016
Sonae Capital SGPS e) 3,290,000 13,160,000 7,000,000 24,000,000 Sep/2019
Up-front fees (418, 838) (552, 029)
Others 2,376,159 2,866,922 2,080,029 2,863,444
53,466,159 63,058,084 92,330,029 68,961,416
Bank overdrafts (Note 15) 741,129 75,657
Bank loans 54,207,288 63,058,084 92,405,686 68,961,416
Bond Loans
Sonae Capital 2011/2016 Bonds 10,000,000 10,000,000 Jan/2016
Sonae Capital 2014/2019 Bonds 50,000,000 Jun/2019
SC, SGPS, S.A. 2008/2018 Bonds 42,500,000 50,000,000 Mar/2018
Up-front fees (662, 741) (226, 532)
Bond Loans 101,837,259 59,773,468
Other Ioans 686,968 585,352 686,968 1,116,336
Derivatives (Note 19) 643,513 101,543 1,433,909
Obligations under finance leases 2,846,895 19,652,745 2,856,743 21,785,159
Up-front fees on finance leases (92, 144) (101, 587)
58,384,664 185,041,297 96,050,940 152,968,701

Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended
at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit li a)

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

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

$\overline{d}$ Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3

-
Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid till September 2019, with quarter $\Theta$ payments.

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

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

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

  • $\circ$ SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.
  • Sonae Capital SGPS 2011/2016 bond loan in the amount of 10,000,000 euro, $\circ$ with a 5 year maturity, and a sole reimbursement on 17 January 2016. This bond loan bears interest every six months.
  • o Sonae Capital SGPS 2014/2019 bond loan in the amount of 42,500,000 euro, with a 5 year maturity, and a sole reimbursement on 28 May 2019. This bond loan bears interest every six months.

The interest rate on bank and bond loans in force on 30 September 2014 was on average 3.087%

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

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

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

30 September 2014 31 December 2013
Nominal value Interest Nominal value Interest
$N+1$ a) 57,741,151 7,841,613 95.949.397 8,582,090
$N+2$ 24,775,799 5,255,321 11,417,824 6,548,639
$N+3$ 13,750,045 4,611,559 25,082,672 4,290,860
$N+4$ 90.372.434 2.836.658 47.689.566 2,861,554
$N+5$ 49,239,157 2.179.921 57.636.739 2,140,898
After N+5 8.077.585 268,115 10,588,138 415,871
243,956,171 22,993,187 248,364,336 24,839,912

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 72% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.

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

19. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 September 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 643,513 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities. As at 30 September 2014 and 31 December 2013, all derivatives are hedging derivatives.

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

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

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

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

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

Fair value of derivatives

The fair value of derivatives is as follows:

Liabilities
30 September 2014 31 December 2013 30 September 2014 31 December 2013
643,513 1,535,452
- -
- 643,513 1,535,452
Assets

20. OTHER NON-CURRENT LIABILITIES

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

30 September 2014 31 December 2013
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,036,779 2,092,131
Others 216,645 216,645
2,253,424 2,308,776
Other creditors
Creditors in the restructuring process of Torralta 534,454 456,039
534,454 456,039
Deferred income
Obligations by share-based payments (Note 21) 358,768 492,056
358,768 492,056
Other non current liabilities 3,146,646 3,256,871

21. SHARE-BASED PAYMENTS

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

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

Year of grant Vesting Number of Fair Value
year participants 30 September 2014 31 December 2013
Shares
2011 2014 2 $\overline{\phantom{a}}$ 106,579
2012 2015 7 420,897 467,581
2013 2016 8 523,829 535,181
2014 2017 7 189,507
Total 1,134,233 1,109,341

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

30 September 2014 31 December 2013
Other non current liabilities (Note 20) 358,768 492,056
Other current liabilities 380,483 106,579
Reserves 391.028 110,935
Staff Costs 348,223 487,700

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

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

30 September 2014 31 December 2013
Trade creditors 19,154,899 15,756,800
Loans granted by and other payables to related parties
Other current liabilities
837,811 107,740
Fixed assets suppliers 1,259,516 2,494,318
Advances from customers and down payments 4,064,510 3,203,979
Other creditors 1,762,847 1,197,491
Taxes and contributions payable 6,687,959 7,007,231
Staff costs 6,181,301 5,610,334
Deferred income for services rendered 1,355,082 2,777,135
Interest payable 1,430,475 1,339,963
Investment aid 1,642,221 1,604,523
Other liabilities 15,075,556 8,280,657
39,459,467 33,515,631
Trade accounts payable and other current liabilities 59,452,177 49,380,171

23. PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

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

Captions Balance as at 1
January 2014
Increases Decreases Utilisations Balance as at 30
September 2014
Accumulated impairment losses on:
Other Investments (Notes 5 and 10) 7,868,876 $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ (7, 449, 670) 419,206
Other non current assets (Note 11) 34,916 $\overline{\phantom{0}}$ $\overline{\phantom{a}}$ 34,916
Trade accounts receivable (Note 13) 6,039,005 634,994 (367, 528) (1,693,205) 4,613,266
Other current assets (Note 13) 7,707,009 30,344 (34, 543) (1, 376, 106) 6,326,704
Stocks (Note 12) 3,725,862 $\overline{\phantom{a}}$ (280, 644) $\overline{a}$ 3,445,218
Non current provisions 3,079,824 3,079,824
Current provisions 2,957,712 3,650,098 (309, 448) (835, 108) 5,463,254
31,413,204 4,315,436 (992, 163) (11, 354, 089) 23,382,388

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

30 September 2014 31 December 2013
Judicial claims 1,740,595 1,824,313
Others 6,802,483 4,213,223
8,543,078 6,037,537

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

24. CONTINGENT ASSETS AND LIABILITIES

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

30 September
2014
31 December 2013
Guarantees given:
on VAT reimbursements 5,065,159 5,065,159
on tax claims 6,880,883 4,015,535
on municipal claims 1,134,224 2,884,505
Others 18,501,767 14,905,311

Others include the following guarantees:

  • 11,658,308 euro as at 30 September 2014 (7,862,436 euro as at 31 December 2013) of guarantees on construction works given to clients;

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

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

25. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 September 2014 30 September 2013 30 September 2014 30 September 2013
Parent company (a)
Associated companies 209,830 20,037
Other partners and Group companies (b) 23,200,960 22,560,604 4,275,308 5,396,925
23,410,790 22,560,604 4,295,345 5,396,925
Interest income Interest expenses
Transactions 30 September 2014 30 September 2013 30 September 2014 30 September 2013
Parent company (a)
Associated companies 763,779 702,855 459,982
Other partners and Group companies (b) 96,200
763,779 702,855 96,200 459,982
Accounts receivable Accounts payable
Balances 30 September 2014 31 December 2013 30 September 2014 31 December 2013
Parent company (a)
Associated companies 971,117 937,076 4,187 1,812
Other partners and Group companies (b) 12,400,387 8,463,343 3,455,764 2,415,720
13,371,504 9,400,419 3,459,951 2,417,532
Loans obtained Loans granted
Balances 30 September 2014 31 December 2013 30 September 2014 31 December 2013
Parent company (a)
Associated companies 19,366,854 18,397,346
Other partners and Group companies (b) 2,036,779 2,092,131
2,036,779 2,092,131 19,366,854 18,397,346

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

26. TAXATION

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

30 September 2014 30 September 2013
1,749,195 4,970,500
774,909 (515, 696)
2,524,104 4,454,804

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

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

30 September 2014 30 September 2013
Aggregate net profit 4,627,335 (4,049,943)
Harmonisation adjustments (750, 314) (888, 816)
Elimination of intragroup dividends (27, 729, 470) (16, 419, 321)
Share of gains/(losses) of associated undertakings 3,779,361 3,671,861
Elimination of intragroup capital gains/(losses) 11,590,777 (4, 257)
Elimination of intragroup impairment (920, 029) 3,792
Adjustments of gains/(losses) on assets disposals
Adjustments of gains/(losses) of financial shareholdings sale 1,329,732 3,530,490
Others 279,690
Consolidated net profit for the year (7, 792, 918) (14, 156, 194)

28. EARNINGS PER SHARE

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

30 September 2014 30 September 2013
Net profit
Net profit taken into consideration to calculate basic earnings per
share (Net profit for the period)
(7,930,747) (14, 455, 259)
Net profit taken into consideration to calculate diluted earnings per
share
(7,930,747) (14, 455, 259)
Number of shares
Weighted average number of shares used to calculated basic earnings
per share
246, 204, 451 247,652,318
Weighted average number of shares used to calculated diluted earnings
per share
246,204,451 247,652,318
Earnings per share (basic and diluted) (0.032212) (0.058369)

29. SEGMENT INFORMATION

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

  • Tourism: $\overline{a}$
  • Resorts $\Delta \sim 10^4$
  • $\mathcal{L}^{\mathcal{A}}$ Hotels
  • Fitness $\sim$
  • Other $\omega_{\rm c}$
  • Energy $\overline{a}$

$\sim$

  • Refrigeration and HVAC
  • Other Assets $\overline{a}$
  • Real Estate Assets $\Box$
  • Financial Assets $\mathbb{Z}^{\mathbb{Z}}$
  • Holding and Others $\overline{a}$

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

30 September 2014
Profit & Loss Account Sales Services
rendered
Other
operational
income
Total
operational
income
Operational
cash-flow
(EBITDA)
Resorts 24, 266, 354 8,279,847 3,910,867 36,457,068 3,643,507
Hotels 35,173 12,714,862 360,357 13,110,392 (2, 726, 393)
Fitness 153,690 10,021,258 370,067 10,545,015 1,033,179
Other 673,418 542,610 1,216,028 502,863
Intersegment Adjustments (545) (2, 519, 757) (759,446) (3, 279, 748) 16,466
Tourism 24,454,672 29,169,628 4,424,455 58,048,755 2,469,622
Energy 33,168,685 355,570 1,272,719 34,796,974 7,021,934
Refrigeration and HVAC 6,434,931 36,401,655 753,638 43,590,224 (629, 180)
Real Estate Assets 627,261 5,433,364 265,599 6,326,224 2,770,561
Financial Assets 8,562 8,562 (330, 212)
Intersegment Adjustments
Total Other Assets 627,261 5,433,364 274,161 6,334,786 2,440,349
Holding & Others 4,678,673 45,321 4,723,994 (1, 323, 445)
Discontinued Operations 1,554,845 233,322 170,512 1,958,679 (212,292)
Intersegment Adjustments (609, 148) (9,993,035) 1,727,850 (8, 874, 333) (20, 650)
Consolidated 65,631,246 66,279,177 8,668,656 140,579,079 9,746,338
30 September 2013
Profit & Loss Account Sales Services
rendered
Other
operational
income
Total
operational
income
Operational
cash-flow
(EBITDA)
Resorts 8,505,785 7,450,502 1,263,460 17,219,747 907,810
Hotels 41,317 11,760,831 446,310 12,248,458 (2,981,966)
Fitness 112,548 8,245,396 426,692 8,784,636 244,943
Other 880,297 232,672 1,112,969 178,389
Intersegment Adjustments (525) (2,701,961) (743,472) (3, 445, 958) 6,159
Tourism 8,659,125 25,635,065 1,625,662 35,919,852 (1,644,665)
Energy 10,111,447 106,103 262,657 10,480,207 2,541,225
Refrigeration and HVAC 21,397,124 24, 262, 240 835,424 46,494,788 2,564,568
Real Estate Assets 219,858 5,503,813 120,706 5,844,377 3,069,165
Financial Assets 744 25,332 626,371 652,447 (82, 678)
Intersegment Adjustments
Total Other Assets 220,602 5,529,145 747,077 6,496,824 2,986,487
Holding & Others 4,199,269 91,451 4,290,720 (1,807,921)
Discontinued Operations 5,657,005 3,791,649 487,312 9,935,966 (284, 086)
Intersegment Adjustments (2, 427, 052) (9, 414, 514) 1,701,814 (10, 139, 751) (16, 934)
Consolidated 43,618,251 54,108,957 5,751,397 103,478,606 4,338,674

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

30 September 2014
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 102, 139, 111 114,064 133,693,739 235,946,915 136,537,400 1,047,791 16,482,083 16,396,730
Hotels 477,288 9,879 11,365,882 11,853,049 22,046,327 175,046 (85, 073)
Fitness 9,498,428 21,229 1,965,511 11,485,168 8,869,891 1,077,241 852,679 777,943
Other 258,801 119,875 100,144,920 100,523,597 250,089,871 281,917 (0) (7,672)
Intersegment Adjustments (117, 932, 402) (117, 932, 402) (117, 931, 269)
Tourism 112,373,629 265,048 129,237,650 241,876,327 299,612,220 2,581,995 17,334,762 17,081,929
Energy 26,306,693 109,879 18,272,748 44,689,320 43,770,773 994,390 10,856,680 9,544,003
Refrigeration and HVAC 641,852 319 51,304,519 51,946,690 20,636,421 274,078 1,258,169 590,380
Real Estate Assets 106,015,794 15,278,925 104,400,808 225,695,526 150, 372, 119 1,039,324 172,305 (2, 303, 772)
Financial Assets 0 17,260,026 43,637,340 60,897,366 18,559,597 107,491 93,461
Intersegment Adjustments 4,711,371 4,711,371
Total Other Assets 106,015,794 32,538,950 152,749,519 291,304,263 168,931,716 1,039,324 279,796 (2, 210, 311)
Holding & Others 1,072,642 19,467,963 418,078,702 438,619,307 230,950,257 596,552 213,696,554 213,287,043
Discontinued Operations 1,864,769 1,864,769 11,513,034 (68, 103)
Intersegment Adjustments (436, 375, 711) (436, 375, 711) (447, 688, 422)
Consolidated 246,410,610 52,382,159 335, 132, 196 633,924,965 327,725,999 5,486,339 243,425,961 238,224,941
31 December 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 105,481,311 162,441 154, 102, 824 259,746,576 156,927,406 617,795 18,335,737 18,238,655
Hotels 1,075,954 7,647 11,789,571 12,873,172 24,015,098 173,498 277 (56, 961)
Fitness 9,404,573 20,098 1,761,853 11,186,524 9,887,446 502,800 1,240,792 1,198,570
Other 4,489 341,450 123,672,141 124,018,080 243,598,480 24,296 (6,689)
Intersegment Adjustments (138, 720, 005) (138, 720, 005) (138, 712, 020)
Tourism 115,966,327 531,637 152,606,384 269, 104, 348 295,716,410 1,294,093 19,601,101 19,373,576
Energy 21,611,730 2,546 7,349,632 28,963,908 25, 241, 374 4,541,284 10,539,415 10,535,939
Refrigeration and HVAC 374,001 13 46,312,512 46,686,526 15,481,189 38,657 767,756 430,279
Real Estate Assets 107,375,160 20,084,089 103,624,966 231,084,215 160,459,401 371,489 50,035 (1,062,597)
Financial Assets 234,843 12,366,945 50,785,054 63,386,842 20,803,840 159,677 455,459 283,541
Intersegment Adjustments 4, 164, 013 4,164,013
Total Other Assets 107,610,003 32,451,034 158,574,033 298,635,070 181, 263, 241 531,166 505,494 (779, 056)
Holding & Others 735,993 19,013,320 416,120,995 435,870,308 243,563,946 433,778 217,605,606 216,812,506
Discontinued Operations 4,638,546 4,638,546 13,108,607 1,355 268 (351, 566)
Intersegment Adjustments (450, 462, 288) (450, 462, 288) (454,098,688)
Consolidated 246,298,054 51,998,550 335, 139, 814 633,436,418 320,276,079 6,840,333 249,019,641 246,021,678

Net debt of the Holding can be analysed as follows:

30 September 2014
Inflows
Gross Bank Debt 213,696,554
Cash and Cash Equivalents 392,016
Net bank debt 213,304,538
Other Assets 9,226,364
Intercompany ST Loans Obtained 9,226,364
Total Inflows 222,530,902
Outflows
Tourism 240,412,408
Other Assets 143,782,802
Intercompany Loans Granted 384, 195, 210

30. SUBSEQUENT EVENTS

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

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 30 October 2014.

INDIVIDUAL FINANCIAL STATEMENTS

30 SEPTEMBER 2014

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

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

(Amounts expressed in euro)

ASSETS Notes 30 September 2014 31 December 2013
NON CURRENT ASSETS:
Tangible assets 3,522 4,668
Investments 4 577,699,272 576,779,243
Deferred tax assets 7 4,062,004 407,059
Other non current assets 5 148,750,495 153,051,695
Total Non Current Assets 730,515,293 730,242,665
CURRENT ASSETS:
Other current assets 6 14,890,997 6,970,428
Cash and cash equivalents 8 391,617 786,250
Total Current Assets 15,282,614 7,756,678
TOTAL ASSETS 745,797,907 737,999,343
EQUITY AND LIABILITIES
EQUITY:
Share Capital 9 250,000,000 250,000,000
Own shares 9 (1,486,301) (1, 124, 125)
Legal reserve 10 8,611,464 8,307,376
Other reserves 10 293,493,001 287,715,325
Profit / (Loss) for the period 20,409,188 6,081,764
TOTAL EQUITY 571,027,352 550,980,341
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans
Bonds
11 60,235,181 66, 148, 229
11 51,985,322 9,999,265
Other non current liabilities
Deferred tax liabilities
$\overline{7}$ 168,568 167,556
Total Non Current Liabilities 112,389,071 76,315,050
CURRENT LIABILITIES
Suppliers 122,908 229,793
Bank loans 11 51,090,000 90,250,000
Other creditors 12 9,247,021 18,798,082
Other current liabilities 13 1,921,555 1,426,077
Total Current Liabilities 62,381,484 110,703,952
TOTAL EQUITY AND LIABILITIES 745,797,907 737,999,343

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

Notes 30 September 2014 30 September 2013
Operational income
Other operational income 21,475 14,246
Total operational income 21,475 14,246
Operational expenses
External supplies and services 14 (331, 145) (1, 159, 690)
Staff costs 15 (859, 642) (615, 931)
Depreciation and amortisation (2,760) (1, 458)
Other operational expenses (15, 406) (61, 675)
Total operational expenses (1, 208, 953) (1,838,754)
Operational profit/(loss) (1, 187, 478) (1,824,508)
Financial income 16 7,826,161 7,069,062
Financial expenses 16 (7, 755, 996) (7, 259, 190)
Net financial income/(expenses) 70,165 (190, 128)
Investment income 16 15,790,815 13,482,306
Profit/(loss) before taxation 14,673,502 11,467,670
Taxation 17 5,735,686 497,492
Profit/(loss) for the period 20,409,188 11,965,162
Profit/(loss) per share
Basic and diluted 18 0.082895 0.048314

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

$3^{\text{rd}}$
Quarter 2014
3rd Quarter 2013
(Unaudited) (Unaudited)
Operational income:
Other operational income 1,138 6,641
Total operational income 1,138 6,641
Operational expenses:
External supplies and services (112, 271) (692, 570)
Staff costs (217, 868) (225, 186)
Depreciation and amortisation (1,010) (875)
Other operational expenses (3,692) (36, 727)
Total operational expenses (334,841) (955,357)
Operational profit/(loss) (333,703) (948, 716)
Financial income 2,389,703 2,510,101
Financial expenses (2, 517, 956) (2,592,385)
Net financial income/(expenses) (128,253) (82, 284)
Investment income 144,860 369,180
Profit/(loss) before taxation (317,096) (661,820)
Taxation 1,277,235 527,369
Profit/(loss) for the period 960,139 (134,451)
Profit/(loss) per share
Basic and diluted 0.003900 (0.000542)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

30 September 2014 30 September 2013
Net profit for the period 20,409,188 11,965,162
Items that may subsequently be reclassified to net income:
Change in currency translation reserve
Share of other comprehensive income of associated undertakings and joint
ventures accounted for by the equity method
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives
Income tax relating to components of other comprehensive income
Other comprehensive income for the period
Total comprehensive income for the period 20,409,188 11,965,162

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

3rd Quarter 2014
(Unaudited)
3rd Quarter 2013
(Unaudited)
Net profit for the period 960,139 (134, 451)
Exchange differences on translating foreign operations
Share of other comprehensive income of associates and joint
ventures accounted by the equity method
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives
Gains on property revaluation
Income tax relating to components of other comprehensive income
Other comprehensive income for the period
Total comprehensive income for the period 960.139 (134,451)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

Share
Capital
Own
Shares
Legal
Reserve
Other
Reserves
Sub total Net
profit / (loss)
Total Equity
Balance as at 1 January 2013 250,000,000 (264, 705) 8,307,376 288,710,416 297,017,792 (995, 091) 545,757,996
Total comprehensive income for the period ٠ 11,965,162 11,965,162
Appropriation of profits 2012
Transfer to legal reserve and retained earnings
Acquisition/(disposal) of own shares
(501, 348) (995,091) (995,091) 995,091 (501, 348)
Balance as at 30 September 2013 250,000,000 (766, 053) 8,307,376 287,715,325 296,022,701 11,965,162 557,221,810
Balance as at 1 January 2014 250,000,000 (1, 124, 125) 8,307,376 287,715,325 296,022,701 6,081,764 550,980,341
Total comprehensive income for the period ٠ 20,409,188 20,409,188
Appropriation of profits 2013
Transfer to other reserves and legal reserve
Acquisition/(disposal) of own shares
(362, 177) 304,088 5,777,676 6.081.764 (6,081,764) (362, 177)
Balance as at 30 September 2014 250,000,000 (1,486,301) 8,611,464 293,493,001 302, 104, 465 20,409,188 571,027,352

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

30 September 2014 30 September 2013
OPERATING ACTIVITIES
Cash paid to trade creditors 403,094 1,219,298
Cash paid to employees 541,811 552,464
Cash flow generated by operations (944, 905) (1,771,762)
Income taxes (paid)/received (836, 509) (175, 402)
Other cash receipts/(payments) relating to operating activities (367, 240) (660, 495)
Net cash flow from operating activities [1] (475, 636) (2, 256, 855)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 10,112,082 8,962,910
Dividends 14,870,786 12,355,245
Loans granted 42,368,634 12,543,787
67,351,502 33,861,942
Cash payments arising from:
Tangible assets 1,614 7,000
Loans granted 46,758,409 19,599,500
Net cash flow from investment activities [2] 46,760,023 19,606,500
20,591,479 14,255,442
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares 42,606
Loans obtained 71,000,000 19,600,000
71,042,606 19,600,000
Cash Payments arising from:
Interest and similar costs 7,878,493 7,316,483
Acquisition of own shares 404,783 501,348
Loans obtained 83,269,806 23,804,800
91,553,082 31,622,631
Net cash flow from financing activities [3] (20, 510, 476) (12, 022, 631)
Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ (394, 633) (24, 044)
Cash and cash equivalents at the beginning of the period 8 786,250 373,019
Cash and cash equivalents at the end of the period 8 391,617 348,975

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2014 AND 2013

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

(Amounts expressed in euro)

3rd Quarter 2014
(Unaudited)
3 rd Quarter 2013
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 12,318 713,694
Cash paid to employees 33,187 195,863
Cash flow generated by operations (45, 505) (909, 557)
Income taxes (paid)/received (837, 736) (175, 912)
Other cash receipts/(payments) relating to operating activities (407, 067) (232, 259)
Net cash flow from operating activities [1] 385,164 (965, 904)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments
Interest and similar income 5,132,879 3,911,725
Dividends
Others
Loans granted 27,410,700 12,543,787
32,543,579 16,455,512
Cash payments arising from:
Investments
Tangible assets 1,614
Loans granted 17,043,795 6,399,300
17,045,409 6,399,300
Net cash flow from investment activities [2] 15,498,170 10,056,212
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares
Loans obtained 28,500,000 2,400,000
28,500,000 2,400,000
Cash Payments arising from:
Interest and similar costs 2,190,855 2,818,081
Acquisition of own shares 240,668
Loans obtained 57,585,500 8,318,300
59,776,355 11,377,049
Net cash from financing activities [3] (31, 276, 355) (8,977,049)
Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ (15, 393, 021) 113,259
Cash and cash equivalents at the beginning of the period 15,784,638 235,716
Cash and cash equivalents at the end of the period 391,617 348,975

The accompanying notes are an integral part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2014

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

INTRODUCTION $1_{-}$

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

According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

PRINCIPAL ACCOUNTING POLICIES $21$

The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2013.

Basis of preparation

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

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

CHANGES IN ACCOUNTING POLICIES $31$

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

INVESTMENTS $4.$

As at 30 September 2014 and 31 December 2013 Investments are detailed as follows:
-- -- -- -- -----------------------------------------------------------------------------------
30 September 2014 31 December 2013
Investments in affiliated and associated undertakings 584, 195, 526 584, 195, 526
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) 2,546 2,546
584, 199, 272 584,199,272
Impairment (6,500,000) (7,420,029)
577,699,272 576,779,243

4.1 Investments in affiliated and associated undertakings

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

30 September 2014 31 December 2013
Company % Held Fair Book Value Fair Value % Held Fair Book Value Fair Value
Value Reserve Value Reserve
SC, SGPS, SA 100.00 $\overline{\phantom{a}}$ 382,638,253 100.00 ۰ 382,638,253 ٠
Spred, SGPS, SA 54.05 ٠ 40,000,000 54.05 ٠ 40,000,000
SC Assets, SGPS, SA 76.64 ٠ 82,000,000 76.64 ۰ 82,000,000
Sonae Turismo, SGPS, SA 23.08 $\overline{\phantom{a}}$ 37,500,000 23.08 ۰ 37,500,000
Fundo Esp.Inv.Imo.Fec. WTC 59.57 $\overline{\phantom{a}}$ 42,057,273 59.57 42,057,273
Total ٠ 584,195,526 $\overline{\phantom{a}}$ ۰ 584, 195, 526

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

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

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

30 September 2014 31 December 2013
Fundo Esp.Inv.Imo.Fec. WTC (920, 029)
Sonae Turismo, SGPS, SA (6,500,000) (6,500,000)
(6,500,000) (7,420,029)

As at follow t 30 Septem ws: mber 2014 an nd 31 Decem mber 2013 O Other Non C urrent Asset ts are detail led as

30 Septem
mber 2014
31 Decem
mber 2013
Loans
s granted to g
group compa
nies:
SC,
, SGPS, SA
99,160,518 1
121,338,653
SC
Assets, SGPS
, SA
43,416,977 31,713,043
Son
nae Turismo,
SGPS, S.A
6,173,000 -
1
148,750,495
1
153,051,695

These grant e assets we ted to Group re not due p companies or impaired is basically t d as at 30 S the same as September 2 their book v 2014. The fa value. air value of loans

Loans excee s to group eding one ye companies ear. interest at market rat tes and are e repayable within a p period

6. OTHER CURREN NT ASSET TS

As at follow t 30 Septem ws: mber 2014 an nd 31 Decem mber 2013 O Other Curre nt Assets ca an be detail led as

30 Septem
mber 2014
31 Decem
mber 2013
Grou
p companies
- Short term
loans:
SC,
, SGPS, SA
3,195,305 232,300
SC
Assets SGPS,
SA
6,055,470 327,500
Incom
me tax withhe
eld
2,136,679 847,476
Othe
er Debtors
34,513 81,727
Accru
ued income
2,697,676 4,984,735
Defer
rred costs
771,354 496,690
14,890,997 6,970,428

Loans year. s granted to group comp panies bear i nterest at m market rates and are rep payable withi in one

The a to gro amount reco oup compani orded as accr ies. rued income e includes EU UR 2,694,471 for interest t on loans gr ranted

Unde er the headin ng deferred c costs include e EUR 719,64 44 relating to o bank charg ges.

DEFERRED TAXES $71$

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

Deferred tax assets Deferred tax liabilities
30 September 2014 31 December 2013 30 September 2014 31 December 2013
Tax losses carried forward 4.062.004 407,059 $\overline{\phantom{a}}$

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

Deferred tax assets Deferred tax liabilities
30 September 2014 31 December 2013 30 September 2014 31 December 2013
Opening balance 407,059 429,213 778
Effect in results (Nota 17):
Tax losses carried forward 3,654,945 12,108
Others (34, 262) (778)
4,062,004 407,059
Effect in reserves: ۰
Closing balance 4,062,004 407,059

CASH AND CASH EQUIVALENTS 8.

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

30 September 2014 31 December 2013
4 1,004
391,613 785,247
391,617 786,250
$\overline{\phantom{0}}$
391,617 786,250

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

In 2014, Sonae Capital SGPS, S.A. bought 1,034,500 own shares on the stock market, representing 0.4138% of its share capital, for a total consideration of 404,782.67 euro, and sold 85,212 shares for a total amount of 42,606 euros. As at 30 September 2014, the total of own shares held by the company is 6,068,850, representing 2,428% of its share capital.

$101$ RESERVES

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

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

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

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

11. LOANS

As at
30 Septemb
ber 2014 and
31 Decembe
er 2013 this
caption incl
uded the fol
llowing loans
s:
----------------------------------------------------------------------------------- -------------------------------------
30 Septe
ember 2014
31
December 2013
Current Non Curre
ent
Curren
nt
Non Cu
urrent
Bank L
Loans
Sonae
Capital SGPS - Co
ommercial paper
r
a)
28,050,00
00
- 75,000
0,000
-
Sonae
Capital SGPS - Co
ommercial paper
r
d)
8,250,00
00
- 8,250
0,000
-
Sonae
Capital SGPS - Co
ommercial paper
r
b)
- 10,950,
000
- 12,
,650,000
Sonae
Capital SGPS - Co
ommercial paper
r
c)
- 30,000,
000
- 30,
,000,000
Sonae
Capital SGPS - T
Term loan
e)
3,290,00
00
13,160,
000
7,000
0,000
24,
,000,000
Sonae
Capital SGPS - Co
ommercial paper
r
g)
3,500,00
00
6,500,
000
- -
Sonae
Capital SGPS - Co
ommercial paper
r
i)
8,000,00
00
- - -
Up-fro
nt fees not yet c
charged to incom
me statement
- (374,8
819)
- (5
501,771)
51,090,00
00
60,235,
181
90,250
0,000
66,
,148,229
Bank o
overdrafts (Nota 8
8)
- - - -
51,090,00
00
60,235,
181
90,250
0,000
66,
,148,229
Bond L
Loans
Nomina
al value of bonds
s Sonae Capital 2
2011/2016
f)
- 10,000,
000
- 10,
,000,000
Nomina
al value of bonds
s Sonae Capital 2
2014/2019
h)
- 42,500,
000
- -
Up-fro
nt fees not yet c
charged to incom
me statement
- (514,6
678)
- (735)
- 51,985,
322
- 9,
,999,265
51,090,00
00
112,220,
503
90,250
0,000
76,
,147,494
  • a) Commer for a pe investor six mont rcial paper pro eriod of 10 ye s or financial ths to a year, ogramme issu ears, which m institutions a placed in rela ued on 28 Mar may be extend and guarantee ationship bank rch 2008 witho ded at the op d by credit lin ks; out subscripti ption of the C nes, with com ion guarantee Company. Pla mmitment of a e, valid aced in at least
  • b) Commer till Augu Call / P properti rcial paper pro ust 2018 for a Put Option on es; ogramme issu a period of 5 n August 201 ued on 31 Mar years. Early 6. This loan rch 2011 with repayment ca is guarantee subscription g an occur unde d by a mortg guarantee and er the terms gage of inves d valid of the stment
  • c) Commer valid for rcial paper pr r a period of 5 rogramme issu 5 years; ued on 27 Dec cember 2012 with subscrip ption guarante ee and
  • d) Commer valid for rcial paper Pr r a period of 3 rogramme issu 3 years; ued on 31 Dec cember 2013 with subscrip ption guarante ee and
  • e) Bank lo instalme an started o ents. This loan on 2 June 20 n is guarantee 011 valid till ed by a mortga September age of investm 2019 and re ment propertie payable in q es; quarter
  • f) Sonae C 2016. Th Capital, SGPS his bond issue 2011/2016, r pays interest repayable afte t every six mo er 5 years, in onths. n one instalm ment, on 17 Ja anuary
  • g) Commer for a per rcial paper pr riod of 3 year rogramme issu s. This Progra ued on 07 Ma amme pays int ay 2014 with s terest every si subscription g ix months. guarantee and d valid
  • h) Sonae C This bon apital, SGPS 2 nd issue pays i 2014/2019, re nterest every epayable afte y six months. r 5 years, in one instalmen nt, on 28 May y 2019.
  • i) Short te guarante maximum erm Commerc ee, valid for m of five year cial paper pr a period of rs; rogramme iss 1 year, auto sued on 17 F omatically ren February 2011 newable for 1 with subsc equal period ription s to a

The a average inte rest rate of these bank a and bond loa ans as at 30 S September 2 2014 was 4.0 015%. The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.

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

There are no Derivatives.

12. OTHER CREDITORS

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

30 September 2014 31 December 2013
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 9,226,364 18,796,170
Other creditors 20,657 1.912
9,247,021 18,798,082

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

13. OTHER CURRENT LIABILITIES

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

30 September 2014 31 December 2013
Other current liabilities
Taxes payable 71,540 80,830
Accruals:
Staff costs 380,695 235,119
Interest payable 1,404,002 1,101,139
Other accruals 65,317 4,410
Deferred income 4,578
1,921,555 1,426,077

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

30 September 2014 30 September 2013
34,025 27,132
37,651 36,067
21,126 18,967
189,482 1,051,954
48,862 25,569
331,145 1,159,690

15. STAFF COSTS

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

30 September 2014 30 September 2013
Governing bodies' remunerations 737,354 548,573
Social security contributions 100,149 32,816
Other staff costs 22,140 34,542
859,642 615,931

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 September 2014 and 30 September 2013, Net Financial Expenses and Investment
Income can be detailed as follows:
30 September 2014 30 September 2013
Interest payable and similar expenses
Interest arising from:
Bank loans (4,676,992) (5,507,887)
Bonds (1,014,018) (359, 333)
Other (92, 127) (58, 603)
Other financial expenses (1,972,859) (1, 333, 367)
(7,755,996) (7, 259, 190)
Interest receivable and similar income
Interest income 7,826,161 7,069,062
7,826,161 7,069,062
Net financial expenses 70,165 (190, 128)
Reversal of Impairment losses (Note 4.1) 920,029 1,127,061
Dividends received 14,870,786 12,355,245
Other income
Investment income 15,790,815 13,482,306

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

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

17. TAXATION

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

30 September 2013
2,080,742 (6,258)
3,654,945 503,750
5,735,686 497,492
30 September 2014

18. EARNINGS PER SHARE

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

30 September 2014 30 September 2013
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period) 20,409,188 11,965,162
Effect of dilutive potential shares
Net profit taken into consideration to calculate
diluted earnings per share 20,409,188 11,965,162
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 246,204,451 247,652,318
Weighted average number of shares used to calculate
diluted earnings per share 246,204,451 247,652,318
Earnings per share (basic and diluted) 0.082895 0.048314

19. INFORMATION REQUIRED BY LAW

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

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

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

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

Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 102,355,823
SC Assets, SGPS, SA 49,472,447
Sonae Turismo, SGPS, S.A. 6,173,000
158,001,270

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

Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 9,226,364
9,226,364

20. SUBSEQUENT EVENTS

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

21. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 30 October 2014.

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