Quarterly Report • May 31, 2012
Quarterly Report
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"Despite the significant decrease in consumption in Portugal and Spain, our teams managed to obtain gains in productivity and efficiency which enabled us to maintain or even improve operating profitability in the overwhelming majority of our businesses: food retail, telecommunications, shopping centres and electronics retail.
It is worth highlighting the capacity of our food retail business to obtain a growth in LfL sales; of Sonaecom (Optimus and SSI) which again delivered an important growth in profitability; and of Worten, that managed to successfully face two double-digit market falls in consecutive years.
The fashion and sports businesses have specific supply models that proved to be inadequate to deal with the prevailing decreases and uncertainties in consumption. We have begun an in-depth revision of these models, which should have positive effects from the Fall/Winter season of this year.
On the whole, we were capable of increasing consolidated EBITDA margin, compared to the same quarter of 2011, essentially due to gains in efficiency and productivity, as well as some market share gains. At the same time, our international growth effort was significant, achieving a 26% growth rate of retail sales despite the significant contraction in consumption of some categories in Spain.
This year we initiated Sonae Sierra´s consolidation under the Equity Method, anticipating the expected recommendations for IFRS 11 and eliminating the difficulties felt in the past in relation to the consolidated reporting of such distinct activities as retail or telecommunications and real estate. It is worth highlighting that Sonae Sierra continues to be a very important activity for Sonae, be it in terms of asset value, be it in terms of relations between our different businesses."
Paulo Azevedo, CEO Sonae
(1) The 2011 results were restated to reflect (i) the change in the consolidation method applicable to Sonae Sierra and Geostar; and (ii) the change made by Sonaecom in the accounting criteria for costs related to customers' loyalty contracts. For further information please refer to the Methodological Notes in Section 10.
| Million euros | |||
|---|---|---|---|
| 1Q11PF | 4Q11PF | 1Q12 | |
| Net invested capital | 3.904 3.663 3.935 | ||
| Technical investment1 | 3.141 | 3.253 | 3.215 |
| Financial investment | 561 | 541 | 532 |
| Goodwill | 672 | 660 | 659 |
| Working capital | -470 | -791 | -472 |
| Total shareholders funds | 1.607 | 1.700 | 1.639 |
| Total net debt2 | 2.298 1.963 2.296 | ||
| Net debt / Invested capital | 59% | 54% | 58% |
(1)Includes available for sale assets; (2) Financial netdebt + net shareholderloans.
1 Source: Banco de Portugal – Economic Indicators
2 The universe under analysis excludes sales related to petrol filling stations (because the company transferred them to third parties to manage the remaining petrol filling stations during 2011), and the change in Sonae Sierra´s consolidation to the Equity Method (see Methodological Notes in Section 10 of
Turnover
| Million euros | |||
|---|---|---|---|
| 1Q11PF | 1Q12 | Var | |
| Turnover | 1.264 | 1.241 | -2% |
| Turnover (ex-fuel) | 1.258 | 1.241 | -1% |
| Sonae MC | 736 | 743 | 1% |
| Sonae SR | 276 | 273 | -1% |
| Sonae RP | 31 | 30 | -3% |
| Sonaecom | 216 | 202 | -6% |
| Investment management | 26 | 25 | -3% |
| Eliminations & adjustments | -26 | -32 | -21% |
| Petrol stations | 7 | 0 | -100% |
Turnover breakdown (1Q12) % total turnover ex-fuel
In the first quarter 2012, Sonae registered a consolidated turnover of 1,241 M€3 , practically in line with the previous year. The main contributors for this evolution were the following:
see note 2 on previous page
4 Inflation estimated in the food retail sector in Portugal was 3,2% in 1Q12 (source: Eurostat)
| Recurrent EBITDA Million euros |
|||
|---|---|---|---|
| 1Q11PF | 1Q12 | Var | |
| Sonae | 108 | 114 | 6% |
| Sonae MC | 29 | 33 | 15% |
| Sonae SR | -11 | -12 | -17% |
| Sonae RP | 28 | 27 | -4% |
| Sonaecom | 55 | 60 | 9% |
| Investment management | 1 | 1 | 7% |
| Eliminations & adjustments | 6 | 6 | 6% |
| Recurrent EBITDA % of turnover |
|||
|---|---|---|---|
| 1Q11PF | 1Q12 | Var | |
| Sonae | 8,5% | 9,2% | 0,7 p.p |
| Sonae MC | 3,9% | 4,4% | 0,5 p.p |
| Sonae SR | -3,9% | -4,6% -0,7 p.p | |
| Sonae RP | 91,3% 90,6% -0,7 p.p | ||
| Sonaecom | 25,7% 29,8% | 4,1 p.p | |
| Investment management | 3,8% | 4,2% | 0,4 p.p |
| Sonae Sierra - Operational Data | |||
|---|---|---|---|
| 1Q11 | 1Q12 | Var | |
| Footfall (million visitors) Europe Brazil |
177 100 76 |
176 100 76 |
0% 0% 0% |
| Ocuppancy rate (%) Europe Brazil |
97% 97% 97% |
96% 98% |
96% -0,8 p.p -1,1 p.p 0,5 p.p |
| Tenant sales (M€) - LfL Europe Brazil |
1.153 784 369 |
1.144 739 404 |
-0,8% -5,7% 9,6% |
| Nº of shopping centres owned/co-owned (EOP) Europe Brazil |
49 39 10 |
51 40 11 |
2 1 1 |
| GLA owned in operating centres ('000 m2) Europe Brazil |
1.567 361 |
1.928 2.015 1.589 426 |
5% 1% 18% |
| 1Q11 | 1Q12 | Var | |
|---|---|---|---|
| Turnover | 51 | 52 | 2% |
| EBITDA | 29 | 30 | 4% |
| EBITDA margin | 57,1% | 58,0% | 0,9 p.p |
| Direct result | 14 | 18 | 24% |
| Indirect result | -4 | -5 | -20% |
| Net results | 10 | 13 | 25% |
| … atributable to Sonae | 5 | 7 | 25% |
6 Financial indicators as published by Sonae Sierra on 8 May 2012 (management accounts). Sonae holds a 50% stake in Sonae Sierra.
| Consolidated results Million euros |
|||
|---|---|---|---|
| 1T11PF | 1T12 | Var | |
| Recurrent EBITDA | 108 | 114 | 6% |
| Recurrent EBITDA margin | 8,5% | 9,2% | 0,7 p.p |
| EBITDA | 120 | 114 | -5% |
| EBITDA margin | 9,5% | 9,2% -0,3 p.p | |
| Provisions & impairments (1) | -5 | -10 | -75% |
| Depreciations & amortizations | -82 | -81 | 2% |
| EBIT | 32 | 24 | -25% |
| Net financial activity | -19 | -21 | -13% |
| Other items | 1 | 6 | - |
| EBT | 15 | 9 | -36% |
| Taxes | 2 | 0 | -117% |
| Net results | 16 | 9 | -44% |
| Group share | 12 | 2 | -86% |
(1) Includes reversion of impairments and negative goodwill
.
| Capex Million euros |
|||
|---|---|---|---|
| 1Q11PF | 1Q12 | % of Turnover |
|
| Sonae | 65 | 44 | 4% |
| Sonae MC | 16 | 10 | 1% |
| Sonae SR | 17 | 5 | 2% |
| Sonae RP | 2 | 3 | 12% |
| Sonaecom | 23 | 26 | 13% |
| Investment management | 4 | 0 | 0% |
| Eliminations & adjustments | 3 | 0 | - |
| Recurrent EBITDA - CAPEX | 43 | 70 | - |
| Million euros | |||
|---|---|---|---|
| 1Q11PF | 4Q11PF | 1Q12 | |
| Invested capital | 3.904 | 3.663 | 3.935 |
| Technical investment | 3.141 | 3.253 | 3.215 |
| Financial investment | 561 | 541 | 532 |
| Goodwill | 672 | 660 | 659 |
| Working capital | -470 | -791 | -472 |
(1) includes the value of partnerships accounted as financial investments
During the course of the first quarter of 2012 Sonae carried out an overall investment of 44 M€, significantly below the figure registered during the same period in 2011. This reduction is mostly justified by the lower degree of international expansion carried out by Sonae SR during the current year, determined by the expected evolution of the Spanish market and by the consolidation of the strong investments made over the last 3 years.
The investment carried out in the quarter was essentially distributed amongst the following projects:
The high cash flow generation of Sonae's businesses continued to increase, as can be noted by the increase of 27 M€ at the level (recurrent EBITDA – Capex) registered in the 1Q12.
As at 31 March 2012, Sonae´s overall net invested capital was 3,935 M€, of which circa 62% is invested in the retail businesses, corresponding to Sonae RP an overall asset portfolio of 1,350 M€. Despite the execution of the sale & leaseback programme of retail properties, the level of freehold at Sonae MC still reached 78%, clearly above the average for European food retailers. Sonaecom´s contribution to the previously referred invested capital reached 931 M€, 88 M€ above the same period last year, essentially as a result of the investments carried out in the 4G networks and license.
| Net debt Million euros |
|||
|---|---|---|---|
| 1Q11PF | 1Q12 | Var | |
| Net financial debt | 2.265 | 2.264 | 0 |
| Retail units | 1.337 | 1.249 | -88 |
| Sonaecom | 379 | 391 | 12 |
| Investment management | 18 | 22 | 3 |
| Holding & other | 530 | 603 | 72 |
| Shareholder loans | 33 | 32 | -1 |
At the end of 1Q12, Sonae´s financial net debt amounted to 2,264 M€, practically in line with the same period 2011, despite the impact resulting from the initial payment (83 M€), made during 2012, relative to the acquisition of the LTE spectrum by Sonaecom. In cumulative terms, in the last three years, the total reduction in net financial debt is of 394 M€, which is particularly relevant when considering the strong investments in international growth carried out by the company during this period.
Sonae thus pursues its strategy of strengthening its capital structure and deleveraging. As at the end of March 2012, consolidated net debt represented 58% of the capital employed, compared to 59% at the end of the 1Q11. In terms of allocation per business, the following is worth highlighting:
.
Announcement of a partnership between EDP and Sonae MC/Continente, granting a 10% discount on electricity expenses on the Continente loyalty card. The "Plano EDP Continente", with enrolments possible as of 9th January, constituted a new savings solution for the consumer, helping them to manage more efficiently two essential aspects of the family budget: electricity and food purchases.
For the second consecutive year, Sonae was recognised as one of the "most ethical companies in the world" by the Ethisphere Institute. In 2011, Sonae had been the first Portuguese company to receive this award, and once again was distinguished amongst thousands of companies on a global level, because of its implementation of transparent business practices and initiatives that benefit the community, raising the stakes of ethic standards in all its stakeholders.
Sonae MC opened a new Continente Bom Dia store in Ramalde, Porto, as part of its expansion strategy and strengthening the brand´s presence in Portugal. With a sales area of 1,500 m2, the new store also possesses a home delivery service, an "easy purchase" system and parking.
In continuing its policy of divesting non-strategic assets, Sonae announced the sale of 16,600,000 shares representing 6.64% of the share capital of Sonae Capital SGPS, SA, corresponding to the entire participation in that company, via a transaction carried out over-the-counter at a price of 0.215 Euros per share, equivalent to the previous month average closing price of the stock on the Euronext Lisbon stock exchange.
Between 29th March and 20th April 2012, Sonae acquired in the Euronext Lisbon stock exchange a total of 5,999,276 own shares, which represents approximately 0.3% of its share capital, with the objective of meeting the obligations foreseen in its Medium Term Incentive Plan, applicable to employees and senior executives of the group, as approved by the Shareholders General Assembly. Subsequently, on 27 th April 2012, Sonae informed about the transfer of 5,631,103 own shares, of which 3,943,231 at no cost, by transactions executed over the counter to Sonae's employees and senior executives. Following the transactions mentioned above, Sonae – SGPS, SA is the holder of 368,173 own shares, representing approximately 0.02 % of its share capital.
In the Annual General Assembly which took place on 30th April 2012, the company's shareholders approved, amongst other items, the distribution of a gross dividend per share, relative to the 2011 financial year, in the gross amount of 0.0331 Euros (the same amount as that distributed in relation to the 2010 financial year and equivalent to a dividend yield of 7.2%over the 2011 year-end closing share price).
On 2nd May 2012, Sonae informed the market about the completion of a number of refinancing operations in the total amount of 500 M€ which, together with the operations already closed in 2011, enabled the company to complete the 2012 medium and long term debt refinancing programme and already ensure part of the refinancing needs for 2013 and 2014.
The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly figures was not subject to audit procedures.
The norm IFRS 11 - Joint Arrangements alters the accounting method of joint-controlled investments, namely eliminating the possibility of proportional consolidation of entities that fall under the concept of joint-ventures, as is the case of Sonae Sierra and Geostar. Under these terms, Sonae has decided, as already possible under the current norms, anticipating the likely requirement for this change to be implemented for annual reporting periods beginning on 1 January 2013 and in order to facilitate a future comparison of its financial reporting, to start reporting Sonae Sierra and Geostar according the Equity Method (the only possible method according to this new norm) from 1 January 2012.
During the 1Q12, in line with best practice in the telecoms sector, Sonaecom changed its accounting criteria for costs related to customers' loyalty contracts. To date, these were recorded as an expense in the year they occurred. From 1 January 2012, the costs incurred for customers' loyalty contracts are capitalised and amortised over the period of their respective contracts. This is because it was now possible to apply a reliable cost allocation to the respective contracts, thus fulfilling the criteria for capitalisation required under IAS 38.
Accordingly, the 2011 results of Sonae were restated to reflect these accounting changes.
| CAPEX | Investments in tangible and intangible assets, investment properties and acquisitions; Gross CAPEX, not including cash inflows from the sale of assets |
|---|---|
| Direct income | Results excluding contributions to indirect income |
| EBITDA | Turnover + other revenues - impairment reversal - negative goodwill - operating costs (based on direct net income) - provisions for warranties extensions + gain/losses from sales of companies |
| EBITDA margin | EBITDA / Turnover |
| Eliminations & others | Intra-groups + consolidation adjustments + contributions from other companies not included in the identified segments |
| EOP | End of period |
| Free Cash Flow (FCF) | EBITDA - operating CAPEX - change in working capital -financial investments - financial results - income taxes |
| Financial net debt | Total net debt excluding shareholders loans |
| Indirect income | Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses (including goodwill) and; (iv) provision for assets at risk; The data used for the analysis of indirect income was computed based on the proportional method for all companies owned by Sonae Sierra |
| Net Invested capital | Total net debt + total shareholder funds |
|---|---|
| Investment properties | Shopping centres in operation owned by Sonae Sierra |
| Liquidity | Cash & equivalents + current investments |
| Like for Like sales ("LfL") | Sales made by stores that operated in both periods under the same conditions. Excludes stores opened, closed or which suffered major upgrade works in one of the periods |
| Loan to value Holding | Holding Net debt/ Investment Portfolio Gross Asset Value; gross asset value based on Market multiples, real estate NAV and market capitalization for listed companies |
| Loan to value Shopping Centres | Net debt / (investment properties + properties under development) |
| LTE | "Long Term Evolution" is a standard for wireless communication of high-speed data for mobile phones and data terminals developed by the Third Generation Partnership Project, an industry trade group. LTE provides significantly increased capacity and speed for wireless broadband, using new modulation techniques. |
| Net asset value (NAV) | Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities |
| Net Debt | Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current investments and other long term financial applications |
| Other income | Share of results of associated undertakings + dividends |
| Other loans | Bonds, leasing and derivatives |
| Open market value (OMV) | Fair value of properties in operation and under development (100%), provided by an independent entity |
| RoIC (Return on invested capital) | EBIT(12 months) /Net invested capital |
| ROE (Return on equity) | Total net income n (equity holders)/ Shareholders' Funds n-1 (equity holders) |
| Recurrent EBITDA | EBITDA excluding non-recurrent items, namely gains in sales of investments and other movements that distort comparability |
| Technical investment | Tangible assets + intangible assets + other fixed assets - depreciations and amortizations |
| Value created on investment and development properties (VCIDP) |
Increase (decrease) in the valuation of shopping centres in operation and under development; shopping centres under development are only included if a high degree of certainty concerning their conclusion and opening exists. |
| Consolidated profit and loss account Million euros |
||||
|---|---|---|---|---|
| 1Q11PF | 1Q12 | Var | ||
| Net results | ||||
| Turnover | 1.264 | 1.241 | -1,9% | |
| Recurrent EBITDA (1) | 108 | 114 | 6,1% | |
| Recurrent EBITDA margin | 8,5% | 9,2% | 0,7 p.p | |
| EBITDA | 120 | 114 | - | |
| EBITDA margin | 9,5% | 9,2% | -0,3 p.p | |
| Provisions & impairments (2) | - 5 |
-10 | -74,8% | |
| Depreciations & amortizations | -82 | -81 | 2,3% | |
| EBIT | 32 | 2 4 |
-25,1% | |
| Net financial activity | -19 | -21 | -12,7% | |
| Other items (3) | 1 | 6 | - | |
| EBT | 15 | 9 | -36,2% | |
| Taxes | 2 | 0 | - | |
| Net results | 16 | 9 | -44,2% | |
| Group share | 12 | 2 | -86,2% | |
| Minority interests | 4 | 7 | 79,9% | |
| (1) EBITDA excluiding extraordinary items; (2) Includes reversion o f impairments and negative goodwill; (3) Share o f results of associated undertakings +dividends. |
| Balance sheet Million euros |
|||||
|---|---|---|---|---|---|
| 1Q11PF | 1Q12 | Var | 4Q11PF | Var | |
| TOTAL ASSETS | 6.000 | 5.971 | -0,5% | 6.317 | -5,5% |
| Non current assets | 4.668 | 4.704 | 0,8% | 4.747 | -0,9% |
| Tangible and intangible assets | 3.140 | 3.214 | 2,4% | 3.252 | -1,2% |
| Goodwill | 672 | 659 | -1,8% | 660 | -0,1% |
| Other investments | 595 | 565 | -5,0% | 575 | -1,7% |
| Deferred tax assets | 222 | 228 | 2,7% | 222 | 2,6% |
| Others | 39 | 37 | -6,6% | 38 | -3,3% |
| Current assets | 1.332 | 1.267 | -4,9% | 1.570 | -19,3% |
| Stocks | 650 | 625 | -3,7% | 651 | -3,9% |
| Trade debtors | 130 | 133 | 2,7% | 175 | -23,8% |
| Liquidity | 187 | 176 | -6,0% | 426 | -58,7% |
| Others (1) | - 365 € |
- 332 € |
-9,0% | - 318 € |
- 4,5% |
| SHAREHOLDERS' FUNDS | 1.607 | 1.639 | 2,0% | 1.700 | -3,6% |
| Equity holders | 1.283 | 1.294 | 0,9% | 1.364 | -5,1% |
| Attributable to minority interests | 324 | 345 | 6,3% | 337 | 2,4% |
| LIABILITIES | 4.393 | 4.332 | -1,4% | 4.616 | -6,2% |
| Non-current liabilities | 2.638 | 2.071 | -21,5% | 2.164 | -4,3% |
| Bank loans | 639 | 458 | -28,4% | 401 | 14,0% |
| Other loans | 1.641 | 1.254 | -23,6% | 1.389 | -9,7% |
| Deferred tax liabilities | 125 | 133 | 6,2% | 134 | -0,8% |
| Provisions | 62 | 87 | 41,7% | 91 | -4,0% |
| Others | 170 | 138 | -18,9% | 148 | -6,4% |
| Current liabilities | 1.755 | 2.261 | 28,9% | 2.453 | -7,8% |
| Bank loans | 97 | 290 | 198,4% | 227 | 28,0% |
| Other loans | 107 | 472 | - | 373 | 26,6% |
| Trade creditors | 923 | 957 | 3,7% | 1.245 | -23,1% |
| Others | 627 | 542 | -13,5% | 609 | -10,9% |
| SHAREHOLDERS' FUNDS + LIABILITIES | 6.000 | 5.971 | -0,5% | 6.317 | -5,5% |
(1)Includes assets available for sale.
| Comparison of the key consolidated indicators | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| With Sonae Sierra and Geostar as reported |
With Sonae Sierra and Geostar proportional consolidation (previous method) |
|||||||||
| SONAE Key Indicators | 1Q11(1) | 1Q12 | var. | 1Q11(1) | 1Q12 | var. | ||||
| Turnover | 1.264 | 1.241 | -2% | 1.316 | 1.291 | -2% | ||||
| Recurrent EBITDA Recurrent EBITDA margin |
108 8,5% |
114 9,2% |
6% 0,7 p.p |
131 9,9% |
138 10,7% |
6% 0,8 p.p |
||||
| EBITDA EBITDA margin |
120 9,5% |
114 9,2% |
-5% -0,3 p.p |
143 10,9% |
138 10,7% |
-4% -0,2 p.p |
||||
| EBIT | 32 | 24 | -25% | 54 | 47 | -13% | ||||
| Net financial activity Other items |
-19 1 |
-21 6 |
-13% - |
-25 - 3 |
-27 1 |
-7% - |
||||
| Total direct results … minority interests … group share |
- - - |
- - - |
- - - |
24 1 0 1 4 |
18 1 4 4 |
-27% 32% -71% |
||||
| Indirect results | - | - | - | - 2 |
- 2 |
- | ||||
| Net results … minority interests … group share |
16 4 1 2 |
9 7 2 |
-44% 80% -86% |
24 1 2 1 2 |
15 1 3 2 |
-38% 9 % -86% |
||||
| Net invested capital | 3.904 | 3.935 | 1% | 4.895 | 4.947 | 1% | ||||
| Total shareholders' funds Total net debt |
1.607 2.298 |
1.639 2.296 |
2% 0% |
1.891 3.004 |
1.921 3.026 |
2% 1% |
||||
| Net financial debt | 2.265 | 2.264 | 0% | 2.957 | 2.980 | 1% |
(1) Includes the restatement of Sonaecom figures, as explained in the Methodological notes (Section 10)
Condensed consolidated financial statements
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| ASSETS | Notes | 31 March 2012 | 31 March 2011 Restated |
31 December 2011 Restated |
01 January 2011 Restated |
|---|---|---|---|---|---|
| NON-CURRENT ASSETS: | |||||
| Tangible assets | 7 | 2,640,257,747 | 2,673,344,698 | 2,672,406,896 | 2,715,382,100 |
| Intangible assets | 8 | 574,086,794 | 466,718,894 | 579,781,789 | 474,815,909 |
| Goodwill | 9 | 659,446,795 | 671,875,900 | 659,813,493 | 671,030,521 |
| Investments in associates | 5 | 528,448,893 | 552,014,013 | 534,134,089 | 575,397,829 |
| Other investments | 6 and 10 | 37,046,022 | 42,993,678 | 40,940,837 | 43,298,704 |
| Deferred tax assets | 13 | 227,580,209 | 221,600,386 | 221,875,249 | 207,284,904 |
| Other non-current assets | 11 | 36,753,574 | 39,360,074 | 37,992,014 | 40,758,287 |
| Total Non-Current Assets | 4,703,620,034 | 4,667,907,643 | 4,746,944,367 | 4,727,968,254 | |
| CURRENT ASSETS: | |||||
| Inventories | 625,402,841 | 649,525,571 | 650,705,703 | 682,067,028 | |
| Trade accounts receivable and other current assets | 12 | 464,793,013 | 494,045,576 | 492,361,631 | 480,379,388 |
| Investments | 10 | 2,805,603 | 4,882,491 | 5,861,218 | 15,653,114 |
| Cash and cash equivalents | 14 | 173,235,701 | 182,430,441 | 420,169,386 | 219,624,321 |
| Total Current Assets | 1,266,237,158 | 1,330,884,079 | 1,569,097,938 | 1,397,723,851 | |
| Assets available for sale | 720,338 | 720,338 | 720,338 | 9,500,686 | |
| TOTAL ASSETS | 5,970,577,530 | 5,999,512,060 | 6,316,762,643 | 6,135,192,791 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY: | |||||
| Share capital | 15 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Own shares | (132,354,824) | (131,895,330) | (131,895,330) | (135,679,489) | |
| Reserves and retained earnings | (575,285,654) | (597,772,531) | (608,460,883) | (687,567,900) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 1,690,732 | 12,212,357 | 103,944,076 | 167,940,582 | |
| Equity attributable to the equity holders of the Parent Company | 1,294,050,254 | 1,282,544,496 | 1,363,587,863 | 1,344,693,193 | |
| Equity attributable to non-controlling interests | 16 | 344,719,777 | 324,150,670 | 336,803,275 | 318,520,043 |
| TOTAL EQUITY | 1,638,770,031 | 1,606,695,166 | 1,700,391,138 | 1,663,213,236 | |
| LIABILITIES: | |||||
| NON-CURRENT LIABILITIES: | |||||
| Loans | 17 | 1,711,918,487 | 2,280,896,196 | 1,790,735,595 | 2,051,850,035 |
| Other non-current liabilities | 19 | 138,124,440 | 170,237,616 | 147,564,117 | 165,953,103 |
| Deferred tax liabilities | 13 | 133,155,834 | 125,369,407 | 134,191,549 | 122,336,903 |
| Provisions | 22 | 87,376,719 | 61,664,351 | 91,036,377 | 62,636,516 |
| Total Non-Current Liabilities | 2,070,575,480 | 2,638,167,570 | 2,163,527,638 | 2,402,776,557 | |
| CURRENT LIABILITIES: | |||||
| Loans | 17 | 762,175,908 | 204,716,749 | 599,709,871 | 201,410,534 |
| Trade creditors and other current liabilities | 21 | 1,496,789,344 | 1,547,674,526 | 1,850,867,229 | 1,866,194,409 |
| Provisions | 22 | 2,266,767 | 2,258,049 | 2,266,767 | 1,598,055 |
| Total Current Liabilities | 2,261,232,019 | 1,754,649,324 | 2,452,843,867 | 2,069,202,998 | |
| TOTAL LIABILITIES | 4,331,807,499 | 4,392,816,894 | 4,616,371,505 | 4,471,979,555 | |
| TOTAL EQUITY AND LIABILITIES | 5,970,577,530 | 5,999,512,060 | 6,316,762,643 | 6,135,192,791 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|---|
| Sales | 1,038,019,613 | 1,049,586,310 | |
| Services rendered | 202,580,350 | 214,765,078 | |
| Investment income | 1,593,138 | (78,737) | |
| Financial income | 3,148,075 | 3,348,765 | |
| Other income | 94,139,426 | 135,818,224 | |
| Cost of goods sold and materials consumed | (814,428,882) | (846,076,904) | |
| Changes in stocks of finished goods and work in progress | 61,536 | 97,173 | |
| External supplies and services | (233,837,571) | (243,363,926) | |
| Staff costs | (162,819,438) | (172,305,969) | |
| Depreciation and amortisation | 7 and 8 | (80,567,218) | (82,422,316) |
| Provisions and impairment losses | (7,237,516) | (7,897,994) | |
| Financial expense | (24,472,551) | (22,263,205) | |
| Other expenses | (13,184,483) | (15,659,899) | |
| Share of results of associated undertakings | 5 | 6,407,484 | 1,181,542 |
| Profit/(Loss) before taxation | 9,401,963 | 14,728,142 | |
| Taxation | 25 | (273,547) | 1,618,459 |
| Profit/(Loss) after taxation | 9,128,416 | 16,346,601 | |
| Attributable to: | |||
| Equity holders of the Parent Company | 1,690,732 | 12,212,357 | |
| Non-controlling interests | 16 | 7,437,684 | 4,134,244 |
| Profit/(Loss) per share | |||
| Basic | 26 | 0.000903 | 0.006520 |
| Diluted | 26 | 0.000899 | 0.006499 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Net Profit / (Loss) for the period | 9,128,416 | 16,346,601 |
| Exchange differences arising on translation of foreign operations | (381,593) | (1,141,366) |
| Participation in other comprehensive income (net of tax) related to associated companies included in consolidation by the equity method |
(1,103,718) | (13,229,155) |
| Changes on fair value of available-for-sale financial assets | (2,505,654) | (166,000) |
| Changes in hedge and fair value reserves | (3,132,740) | 5,207,874 |
| Deferred related to changes in fair values reserves | 769,475 | 80,666 |
| Others | - | - |
| Other comprehensive income for the period | (6,354,230) | (9,247,981) |
| Total comprehensive income for the period | 2,774,186 | 7,098,620 |
| Attributable to: | ||
| Equity holders of parent company | (4,445,377) | 1,923,294 |
| Non controlling interests | 7,219,563 | 5,175,326 |
The accompanying notes are part of these condensed consolidated financial statements.
| Attributable to Equity Holders of Parent Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Own Shares |
Legal Reserve |
Currency Translation Reserve |
Reserves and Retained Earnings Hedging Reserve |
Investments Fair Value Reserve |
Other Reserves and Retained |
Total | Net Profit/(Loss) |
Total | Non controlling Interests (Note 16) |
Total Equity |
|
| Balance as at 1 January 2011 - restated | 2,000,000,000 | (135,679,489) | 167,816,034 | 8,783,221 | 4,829,654 | (9,770,493) | Earnings (859,226,316) |
(687,567,900) | 167,940,582 1,344,693,193 | 318,520,043 1,663,213,236 | ||
| Total compreensive income for the period | - | - | - | (527,190) | (166,000) | 5,249,558 | (14,845,431) | (10,289,063) | 12,212,357 | 1,923,294 | 5,175,326 | 7,098,620 |
| Appropriation of profit of 2010: | ||||||||||||
| Transfer to legal reserves and retained earnings Dividends distributed |
- - |
- - |
19,321,614 - |
- - |
- - |
- - |
148,618,968 (66,200,000) |
148,618,968 (66,200,000) |
(167,940,582) - |
(19,321,614) (66,200,000) |
- (237,040) |
(19,321,614) (66,437,040) |
| Disposal of own shares/ attribution to employees | - | 3,784,159 | - | - | - | - | (353,920) | (353,920) | - | 3,430,239 | (125,901) | 3,304,338 |
| Partial Disposal of affiliated companies | - | - | - | - | - | - | (2,081,749) | (2,081,749) | - | (2,081,749) | 580,961 | (1,500,788) |
| Capital increase and share premium Others |
- - |
- - |
- - |
- - |
- - |
- - |
- 779,519 |
- 779,519 |
- - |
- 779,519 |
253,523 (16,242) |
253,523 763,277 |
| Balance as at 31 March 2011 - restated | 2,000,000,000 | (131,895,330) | 187,137,648 | 8,256,031 | 4,663,654 | (4,520,935) | (793,308,929) | (597,772,531) | 12,212,357 1,282,544,496 | 324,150,670 1,606,695,166 | ||
| Saldo em 1 de Janeiro de 2012 - restated | 2,000,000,000 | (131,895,330) | 187,137,648 | 6,935,942 | 2,505,654 | (3,434,957) | (801,605,170) | (608,460,883) | 103,944,076 1,363,587,863 | 336,803,275 1,700,391,138 | ||
| Total compreensive income for the period | - | - | - | (204,646) | (2,505,654) | (2,322,091) | (1,103,718) | (6,136,109) | 1,690,732 | (4,445,377) | 7,219,563 | 2,774,186 |
| Appropriation of profit of 2011: Transfer to legal reserves and retained earnings |
- | - | - | - | - | - | 103,944,076 | 103,944,076 | (103,944,076) | - | - | - |
| Dividends distributed | - | - | - | - | - | - | (66,187,813) | (66,187,813) | - | (66,187,813) | (175,502) | (66,363,315) |
| Disposal of own shares/ attribution to employees | - | (459,494) | - | - | - | - | 1,542,800 | 1,542,800 | - | 1,083,306 | - | 1,083,306 |
| Others | - | - | - | - | - | - | 12,275 | 12,275 | - | 12,275 | 872,441 | 884,716 |
| Balance as at 31 March 2012 | 2,000,000,000 | (132,354,824) | 187,137,648 | 6,731,296 | - | (5,757,048) | (763,397,550) | (575,285,654) | 1,690,732 1,294,050,254 | 344,719,777 1,638,770,031 |
The accompanying notes are part of these condensed consolidated financial statements. The Board of Directors
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 31 March 2012 | 31 March 2011 Restated |
||
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Net cash flow from operating activities (1) | (142,404,180) | (231,233,023) | ||
| INVESTMENT ACTIVITIES | ||||
| Cash receipts arising from: | ||||
| Investments | 4,048,844 | 10,842,252 | ||
| Tangible and intangible assets | 1,400,644 | 62,522,058 | ||
| Others | 3,852,984 | 15,100,118 | ||
| 9,302,472 | 88,464,428 | |||
| Cash Payments arising from: | ||||
| Investments | (3,841,708) | (9,704,982) | ||
| Tangible and intangible assets | (157,747,994) | (95,443,047) | ||
| Others | (1,300,000) | (950,444) | ||
| (162,889,702) | (106,098,473) | |||
| Net cash used in investment activities (2) | (153,587,230) | (17,634,045) | ||
| FINANCING ACTIVITIES | ||||
| Cash receipts arising from: | ||||
| Loans obtained | 1,380,198,845 | 903,978,532 | ||
| Others | - | 1,470,000 | ||
| 1,380,198,845 | 905,448,532 | |||
| Cash Payments arising from: | ||||
| Loans obtained | (1,311,885,759) | (670,092,555) | ||
| Interest and similar charges | (26,840,088) | (21,158,790) | ||
| Dividends | (124,500) | (135,938) | ||
| Others | (1,543,331) | (1,212,215) | ||
| (1,340,393,678) | (692,599,498) | |||
| Net cash used in financing activities (3) | 39,805,167 | 212,849,034 | ||
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (256,186,243) | (36,018,034) | ||
| Effect of foreign exchange rate | (225,745) | 127,701 | ||
| Cash and cash equivalents at the beginning of the period | 14 | 415,457,116 | 212,671,439 | |
| Cash and cash equivalents at the end of the period | 14 | 159,496,618 | 176,525,704 |
The accompanying notes are part of these condensed consolidated financial statements.
(Amounts expressed in euro)
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancies the Portuguese version prevails.)
SONAE, SGPS, SA ("Sonae Holding"), has its head office at Lugar do Espido, Via Norte, Apartado 1011, 4471- 909 Maia, Portugal, and is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae"). Sonae`s operations and operating segments are described in Note 28.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company, subsidiaries and joint ventures, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments which are stated at fair value.
New accounting standards and their impact on the consolidated financial statements:
Until the date of approval of these financial statements there are no standards, interpretations, amendments and revisions that were approved (endorsed) by the European Union and whose application is mandatory in financial years beginning on or after January 1st, 2012 or whose application is mandatory in future financial years.
During the period the Group changed the following accounting policies:
IFRS 11 - Joint Arrangements, has been issued by the IASB but not yet approved ("endorsed") by the European Union. From the adoption of this standard it is estimated a significant impact on the consolidated financial statements, namely because the proportionate consolidation method will be abolished for jointly controlled entities, which will produce a significant impact on the Group's Shopping Centers Segment.
During the period ended at March 31st, 2012, in order to anticipate a probable endorsement of this standard and to facilitate the future comparison with the financial statements of the Company, Sonae decided, from January 1st 2012 onwards, to start reporting all jointly controlled entities (Sonae Sierra, Raso and others) in accordance with the equity method (the only one possible under IFRS 11).
Additionally, during the period ended at March 31st, 2012, the Group, aligned with the best practices in the telecommunications sector, changed its accounting criteria for costs related to customers' loyalty contracts. To date, these were recorded as an expense in the year they occurred. From 1 January 2012 onwards, the costs incurred for customers' loyalty contracts, which include indemnity clauses for early termination, are capitalised as "Intangible Assets" and amortised over the period of the contracts. This is because it is now possible to apply a reliable cost allocation to the respective contracts, as well as the income per customer of each contract, so fulfilling the criteria for capitalisation required by IAS 38. When a contract is terminated the net value of intangible assets associated with this contract is immediately recognized as an expense in the income statement.
This accounting policy allows to present in a more reliable and relevant manner the financial performance and position exhibited in the financial statements, as it enables the alignment of costs associated with customer loyalties' contracts with the income generated. In addition, and in accordance with the relevant periodicity, impairment tests are made to the intangible assets in order to ensure that the current value of revenues estimated for each customer loyalties' contracts is higher than the cost capitalized on that contract.
All other accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2011.
In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, these changes in the Group's accounting policies were applied retrospectively. Therefore changes were made in the Consolidated Statements of Financial Position as at 1 January 2011, 31 March 2011 and 31 December 2011 and the Consolidated Income Statement for the period ended at March 31ST, 2011. The effects of these changes can be detailed as follows:
Statement of financial position at January 1, 2011
| Before change | Capitalization of cost costumer loyalty |
Change in consolidation method from PROP to EQM |
Restated | |
|---|---|---|---|---|
| Total assets | 7,551,813,932 | 18,009,890 | (1,434,631,031) | 6,135,192,791 |
| Non-current assets | 6,045,726,131 | 18,009,890 | (1,335,767,767) | 4,727,968,254 |
| Investments | 113,499,526 | - | 505,197,007 | 618,696,533 |
| Goodwill | 740,738,759 | - | (69,708,238) | 671,030,521 |
| Investment Property | 1,733,205,596 | - | (1,733,205,596) | - |
| Other non-current assets | 3,458,282,250 | 18,009,890 | (38,050,940) | 3,438,241,200 |
| Current assets | 1,506,087,801 | - | (98,863,264) | 1,407,224,537 |
| Equity | 1,861,562,138 | 13,237,269 | (211,586,171) | 1,663,213,236 |
| Attributable to shareholders | 1,337,473,198 | 7,135,338 | 84,657 | 1,344,693,193 |
| Non-controlling interests | 524,088,940 | 6,101,931 | (211,670,828) | 318,520,043 |
| Total liabilities | 5,690,251,794 | 4,772,621 | (1,223,044,860) | 4,471,979,555 |
| Non-current liabilities | 3,455,442,166 | 4,772,621 | (1,057,438,230) | 2,402,776,557 |
| Loans | 2,839,950,773 | - | (788,100,738) | 2,051,850,035 |
| Deferred tax liabilities | 371,308,829 | 4,772,621 | (253,744,547) | 122,336,903 |
| Other liabilities | 244,182,564 | - | (15,592,945) | 228,589,619 |
| Current liabilities | 2,234,809,628 | - | (165,606,630) | 2,069,202,998 |
| Loans | 264,464,248 | - | (63,053,714) | 201,410,534 |
| Suppliers and other liabilities | 1,970,345,380 | - | (102,552,916) | 1,867,792,464 |
| Total equity and liabilities | 7,551,813,932 | 18,009,890 | (1,434,631,031) | 6,135,192,791 |
Statement of financial position at March 31, 2011
| Before change | Capitalization of the costs related with costumers´ loyalty contracts |
Change in consolidation method from PROP to EQM |
Restated | |
|---|---|---|---|---|
| Total assets | 7,432,887,197 | 18,012,797 | (1,451,387,934) | 5,999,512,060 |
| Non-current assets | 5,952,204,009 | 18,012,797 | (1,302,309,163) | 4,667,907,643 |
| Investments | 113,863,914 | - | 481,143,777 | 595,007,691 |
| Goodwill | 740,979,987 | - | (69,104,087) | 671,875,900 |
| Investment Property | 1,681,041,084 | - | (1,681,041,084) | - |
| Other non-current assets | 3,416,319,024 | 18,012,797 | (33,307,769) | 3,401,024,052 |
| Current assets | 1,480,683,188 | - | (149,078,771) | 1,331,604,417 |
| Equity | 1,878,194,080 | 13,239,406 | (284,738,320) | 1,606,695,166 |
| Attributable to shareholders | 1,276,661,599 | 7,217,171 | (1,334,274) | 1,282,544,496 |
| Non-controlling interests | 601,532,481 | 6,022,235 | (283,404,046) | 324,150,670 |
| Total liabilities | 5,554,693,117 | 4,773,391 | (1,166,649,614) | 4,392,816,894 |
| Non-current liabilities | 3,634,386,238 | 4,773,391 | (1,000,992,059) | 2,638,167,570 |
| Loans | 3,010,529,543 | - | (729,633,347) | 2,280,896,196 |
| Deferred tax liabilities | 377,632,435 | 4,773,391 | (257,036,419) | 125,369,407 |
| Other liabilities | 246,224,260 | - | (14,322,293) | 231,901,967 |
| Current liabilities | 1,920,306,879 | - | (165,657,555) | 1,754,649,324 |
| Loans | 259,176,494 | - | (54,459,745) | 204,716,749 |
| Suppliers and other liabilities | 1,661,130,385 | - | (111,197,810) | 1,549,932,575 |
| Total equity and liabilities | 7,432,887,197 | 18,012,797 | (1,451,387,934) | 5,999,512,060 |
| Before change | Capitalization of the costs related with costumers´ loyalty contracts |
Change in consolidation method from PROP to EQM |
Restated | |
|---|---|---|---|---|
| Total assets | 7,740,715,012 | 17,692,621 | (1,441,644,990) | 6,316,762,643 |
| Non-current assets | 6,050,397,022 | 17,692,621 | (1,321,145,276) | 4,746,944,367 |
| Investments | 107,576,109 | - | 467,498,817 | 575,074,926 |
| Goodwill | 728,060,436 | - | (68,246,943) | 659,813,493 |
| Investment Property | 1,679,859,268 | - | (1,679,859,268) | - |
| Other non-current assets | 3,534,901,209 | 17,692,621 | (40,537,882) | 3,512,055,948 |
| Current assets | 1,690,317,990 | - | (120,499,714) | 1,569,818,276 |
| Equity | 1,964,971,050 | 13,004,076 | (277,583,988) | 1,700,391,138 |
| Attributable to shareholders | 1,356,845,014 | 7,088,613 | (345,764) | 1,363,587,863 |
| Non-controlling interests | 608,126,036 | 5,915,463 | (277,238,224) | 336,803,275 |
| Total liabilities | 5,775,743,962 | 4,688,545 | (1,164,061,002) | 4,616,371,505 |
| Non-current liabilities | 3,184,095,918 | 4,688,545 | (1,025,256,825) | 2,163,527,638 |
| Loans | 2,551,772,643 | - | (761,037,048) | 1,790,735,595 |
| Deferred tax liabilities | 382,609,963 | 4,688,545 | (253,106,959) | 134,191,549 |
| Other liabilities | 249,713,312 | - | (11,112,818) | 238,600,494 |
| Current liabilities | 2,591,648,044 | - | (138,804,177) | 2,452,843,867 |
| Loans | 644,296,261 | - | (44,586,390) | 599,709,871 |
| Suppliers and other liabilities | 1,947,351,783 | - | (94,217,787) | 1,853,133,996 |
| Total equity and liabilities | 7,740,715,012 | 17,692,621 | (1,441,644,990) | 6,316,762,643 |
| Before change | Capitalization of the costs related with costumers´ loyalty contracts |
Change in consolidation method from PROP to EQM |
Restated | |
|---|---|---|---|---|
| Turnover | 1,316,014,548 | - | (51,663,160) | 1,264,351,388 |
| EBITDA | 144,705,831 | 5,450,711 | (29,812,240) | 120,344,302 |
| EBITDA margin | 11.00% | 0.00% | 0.00% | 9.52% |
| Provisions and imparment losses | (7,367,140) | - | 1,906,194 | (5,460,946) |
| Depreciation and amortisation | (77,361,499) | (5,447,804) | 386,987 | (82,422,316) |
| EBIT | 59,977,192 | 2,907 | (27,519,059) | 32,461,040 |
| Finantial results | (26,445,237) | - | 7,530,797 | (18,914,440) |
| Share of results of associated undertakings | (3,299,467) | - | 4,481,009 | 1,181,542 |
| EBT | 30,232,488 | 2,907 | (15,507,253) | 14,728,142 |
| Taxes | (6,376,051) | (770) | 7,995,280 | 1,618,459 |
| Profit/(Loss) after taxation | 23,856,437 | 2,137 | (7,511,973) | 16,346,601 |
| Atributable to the equity holders | 11,802,308 | 1,165 | 408,884 | 12,212,357 |
| Atributable to non-controlling interests | 12,054,129 | 972 | (7,920,857) | 4,134,244 |
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 31 March 2012 and 31 December 2011 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 31 March 2012 | 31 December 2011 | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |
| Sonae - SGPS, S.A. | Maia | HOLDING | HOLDING | HOLDING | HOLDING | |
| Retail | ||||||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Bom Momento - Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Carnes do Continente - Indústria e Distribuição Carnes, SA |
a) | Santarém | 100.00% | 100.00% | 100.00% | 100.00% |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% |
| Continente Hipermercados, SA | a) | Lisboa | 100.00% | 100.00% | 100.00% | 100.00% |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Edições Book.it, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Estevão Neves - Hipermercados da Madeira, SA | a) | Madeira | 100.00% | 100.00% | 100.00% | 100.00% |
| Farmácia Selecção, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fozmassimo - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 54.55% | 54.55% | 54.55% | 54.55% |
| Fundo de Investimento Imobiliário Imosonae Dois | a) | Maia | 99.94% | 99.94% | 99.94% | 99.94% |
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoconti - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoresultado - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Infofield - Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Marcas MC, zRT | a) | Budapest (Hungary) | 100.00% | 100.00% | 100.00% | 100.00% |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modalfa - Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modalloop - Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo.com - Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Peixes do Continente - Indústria e Distribuição de Peixes, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Selifa - Empreendimentos Imobiliários de Fafe, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar | 100.00% | 100.00% | 100.00% | 100.00% |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Soflorin, BV | a) | Amsterdam(Holland) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Capital Brasil, Lda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Center Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Investimentos, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae MC – Modelo Continente SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Retalho España - Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonaegest-Soc.Gest.Fundos Investimentos, SA | a) | Maia | 100.00% | 90.00% | 100.00% | 90.00% |
| Sonaerp - Retail Properties, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone Canárias, SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% |
| Sonae Specialized Retail, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonvecap, BV | a) | Amsterdam (Holland) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone - Comércio de Artigos de Desporto, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Sport Zone Espanã - Comércio de Articulos de Deporte, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone spor malz.per.satis ith.ve tic.ltd.sti | a) | Istanbul (Turkey ) | 100.00% | 100.00% | 100.00% | 100.00% |
| Têxtil do Marco, SA | a) | Marco de Canaveses | 92.76% | 92.76% | 92.76% | 92.76% |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| Todos os Dias - Com. Ret. Expl. C. Comer., SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten Canárias, SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% |
| Zippy - Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy - Comércio Y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy cocuk malz.dag.ith.ve tic.ltd.sti | a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% |
| ZYEvolution-Invest.Desenv., SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Bom Momento - Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Carnes do Continente - Indústria e Distribuição Carnes, SA |
a) | Santarém | 100.00% | 100.00% | 100.00% | 100.00% |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% |
| Telecommunications | ||||||
| Be Artis - Concepção, Construção e Gestão de Redes de Comunicações, SA |
a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% |
| Be Towering – Gestão de Torres de Telecomunicações, SA |
a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% |
| Cape Tecnologies Limited | a) | Dublin (Ireland) | 100.00% | 53.90% | 100.00% | 54.51% |
| Digitmarket - Sistemas de Informação, SA | a) | Maia | 75.10% | 40.48% | 75.10% | 40.94% |
| Lugares Virtuais, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% |
| Magma - Operação de Titularização de Créditos | c) | Portugal | 100.00% | 53.90% | 100.00% | 54.51% |
| Mainroad – Serviços em Tecnologias de Informação, S.A. |
a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
|---|---|---|---|---|---|---|---|
| Miauger - Org. Gestão Leilões Electrónicos, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| Optimus - Comunicações, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.54% | |
| PCJ-Público, Comunicação e Jornalismo, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| Per-Mar - Sociedade de Construções, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| Praesidium Services Limited | a) | Berkshire (R.U.) | 100.00% | 53.90% | 100.00% | 54.51% | |
| Público - Comunicação Social, SA | a) | Porto | 100.00% | 53.90% | 100.00% | 54.51% | |
| Saphety Level - Trusted Services, SA | a) | Maia | 86.99% | 46.89% | 86.99% | 47.42% | |
| Sonaecom BV | a) | Amsterdam (Holland) |
100.00% | 53.90% | 100.00% | 54.51% | |
| Sonae Telecom, SGPS, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| Sonaecom - Sistemas de Informação, SGPS, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| 1) | Sonaecom – Serviços Partilhados, SGPS, SA | a) | Maia | 100.00% | 53.90% | - | - |
| Sonaecom - Sistemas de Información España, SL | a) | Madrid | 100.00% | 53.90% | 100.00% | 54.51% | |
| Sonaecom, SGPS, SA | a) | Maia | 54.54% | 53.90% | 55.63% | 54.51% | |
| Sonaetelecom, BV | a) | Amsterdam (Holland) |
100.00% | 53.90% | 100.00% | 54.51% | |
| Sontária – Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 53.90% | 100.00% | 54.51% | |
| Tecnológica Telecomunicações, Ltda | a) | Rio de Janeiro (Brazil) |
99.99% | 53.85% | 99.99% | 54.46% | |
| We Do Consulting - Sistemas de Informação, SA | a) | Maia | 100.00% | 54.51% | 100.00% | 54.51% | |
| We Do Brasil Soluções Informáticas, Ltda | a) | Rio de Janeiro (Brazil) |
99.91% | 53.85% | 99.91% | 54.46% | |
| We Do Poland Sp.Z.o.o. | a) | Poznan (Polonia) | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Tecnologies Americas, Inc. | a) | Miami (EUA) | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Australia PTY Limited | a) | Australia | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Tecnologies BV | a) | Amsterdam (Holland) |
100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Chile, SpA | a) | Santiago (Chile) | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Egypt Limited Liability Company |
a) | Cairo (Egypt) | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Mexico S. de RL | a) | City of México | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Panamá SA | a) | City of Panamá | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies Singapore PTE. LDT | a) | Singapore | 100.00% | 53.90% | 100.00% | 54.51% | |
| We Do Technologies (UK) Limited | a) | Berkshire (R.U.) | 100.00% | 53.90% | 100.00% | 54.51% | |
| Investment Management | |||||||
| ADD Avaliações Engenharia de Avaliações e Perícias, Ltda |
a) | Brazil | 100.00% | 50.00% | 100.00% | 50.00% | |
| ADDmakler Administração e Corretagem de Seguros, Ltda |
a) | Brazil | 99.98% | 50.00% | 99.98% | 50.00% | |
| ADDmakler Administradora, Corretora de Seguros Partic. Ltda |
a) | Brazil | 100.00% | 50.00% | 100.00% | 50.00% |
| Fontana Corretora de Seguros Ltda | a) | Brazil | 99.99% | 50.01% | 99.99% | 50.01% |
|---|---|---|---|---|---|---|
| Herco Consultoria de Risco e Corretora de Seguros, Ltda |
a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% |
| HighDome PCC Limited | a) | Malta | 100.00% | 50.01% | 100.00% | 50.01% |
| Larim Corretora de Resseguros Ltda | a) | Brazil | 99.99% | 50.01% | 99.99% | 50.01% |
| Lazam/mds Correctora Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% |
| MDS Auto - Mediação de Seguros, SA | a) | Porto | 50.01% | 25.01% | 50.00% | 25.01% |
| MDS - Corretor de Seguros, SA | a) | Porto | 100.00% | 50.01% | 100.00% | 50.01% |
| MDS, SGPS, SA | a) | Maia | 50.01% | 50.01% | 50.01% | 50.01% |
| MDS Consulting, SA | a) | Maia | 100.00% | 50.01% | 100.00% | 50.01% |
| MDS Malta Holding Limited | a) | Malta | 100.00% | 50.01% | 100.00% | 50.01% |
| Miral Administração e Corretagem de Seguros, Ltda |
a) | Brasil | 100.00% | 50.01% | 100.00% | 50.01% |
| Mds Knowledge Centre, Unipessoal, Lda | a) | Lisboa | 100.00% | 100.00% | 100.00% | 100.00% |
| MDS Affinity-Sociedade de Mediação Lda | a) | Porto | 100.00% | 50.01% | 100.00% | 50.01% |
| Polinsur - Mediação de Seguros, Lda | a) | Oeiras | 100.00% | 50.01% | 100.00% | 50.01% |
| Modelo - Distribuição de Materiais de Construção, SA |
b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| Quorum Corretora de Seguros, Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% |
| RSI Corretora de Seguros, Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% |
| Serenitas - Soc. Mediação Seguros, Lda | a) | Lisboa | 100.00% | 50.01% | 100.00% | 50.01% |
| Terra Nossa Corretora de Seguros, Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% |
| Others | ||||||
| Libra Serviços, Lda | a) | Funchal | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Investments, BV | a) | Amsterdam (Holland) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae RE, SA | a) | Luxemburg | 99.92% | 99.92% | 99.92% | 99.92% |
| Sonaecenter Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sontel, BV | a) | Amsterdam (Holland) |
100.00% | 100.00% | 100.00% | 100.00% |
a) Control held by majority of voting rights;
b) Control held by Management control;
c) Control determined in accordance with SIC 12 - Special purpose entities.
1) Companies created during the period;
These companies were included in the consolidation by the full consolidation method.
Investments in jointly controlled entities and associated companies, their head offices and the percentage of share capital held as at 31 March 2012 and 31 December 2011 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2012 | 31 December 2011 | ||||||
| COMPANY | Head Office | Total | Direct | Total | Direct | ||
| Retail | |||||||
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda |
Lisboa | 25.00% | 25.00% | 25.00% | 25.00% | ||
| Mundo Vip - Operadores Turísticos, SA | Lisboa | 33.34% | 33.34% | 33.34% | 33.34% | ||
| Shoping Centers | |||||||
| 8ª avenida Centro Comercial, SA | Maia | 100.00% | 23.75% | 100.00% | 23.75% | ||
| 1) | 3DO Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | 3shoppings - Holding, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| 1) | Adlands BV | Amsterdam (Holland) |
50.00% | 25.00% | 50.00% | 25.00% | |
| 1) | Aegean Park, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% | |
| 1) | Airone - Shopping Centre, Srl | Milan (Italy) | 100.00% | 25.05% | 100.00% | 25.05% | |
| ALBCC – Albufeirashopping – Centro Comercial, SA | Maia | 50.00% | 11.88% | 50.00% | 11.88% | ||
| 1) | ALEXA Administration GmbH | Berlin (Germany) | 100.00% | 25.00% | 100.00% | 25.00% | |
| Alexa Asset GmbH & Co | Dusseldorf (Germany) |
25.00% | 2.25% | 25.00% | 2.25% | ||
| 1) | ALEXA Holding GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | ALEXA Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | Algarveshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| 1) | ARP Alverca Retail Park, SA | Maia | 50.00% | 25.00% | 50.00% | 25.00% | |
| 1) | Arrábidashopping - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| 1) | Avenida M-40, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% | |
| 1) | Beralands BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Cmpo Limpo Lda | S. Paulo (Brazil) | 20.00% | 5.00% | 20.00% | 5.00% | ||
| 1) | Cascaishopping - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| 1) | Cascaishopping Holding I, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| 1) | CCCB Caldas da Rainha - Centro Comercial,SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | Centro Colombo - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% | |
| 1) | Centro Vasco da Gama - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| 1) | Coimbrashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Colombo Towers Holding, BV | The Hague (Holland) |
50.00% | 25.00% | 50.00% | 25.00% |
|---|---|---|---|---|---|---|
| 1) | Craiova Mall BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Dortmund Tower GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Dos Mares - Shopping Centre, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Dos Mares - Shopping Centre, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | El Rosal Shopping, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Estação Viana - Centro Comercial, SA | Viana do Castelo | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Freccia Rossa - Shopping Centre, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Fundo de Investimento Imobiliário Parque Dom Pedro Shopping Center (FundII) |
São Paulo (Brazil) | 50.00% | 3.99% | 50.00% | 3.99% |
| 1) | Fundo de Investimento Imobiliário Shopping Parque Dom Pedro Shopping |
São Paulo (Brazil) | 87.61% | 16.90% | 87.61% | 16.90% |
| 1) | Gaiashopping I - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Gaiashopping II - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% |
| 1) | Gli Orsi Shopping Centre 1, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Guimarãeshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Harvey Dos Iberica, SL | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Le Terrazze – Shopping Centre 1, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Iberian Assets, SA | Madrid (Spain) | 49.78% | 12.48% | 49.78% | 12.48% |
| 1) | Inparsa - Gestão de Galeria Comerc., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Ioannina Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | La Farga - Shopping Centre, SL | Madrid (Spain) | 100.00% | 12.48% | 100.00% | 12.48% |
| 1) | Larissa Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| LCC – Leiriashopping – Centro Comercial, SA | Maia | 100.00% | 23.75% | 100.00% | 23.75% | |
| 1) | Loop 5 - Shopping Centre Gmbh | Dusseldorf (Germany) |
50.00% | 25.00% | 50.00% | 25.00% |
| Loureshopping – Centro Comercial, SA | Maia | 100.00% | 23.75% | 100.00% | 23.75% | |
| 1) | Luz del Tajo - Centro Comercial, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Luz del Tajo, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Madeirashopping - Centro Comercial, SA | Funchal (Madeira) | 50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Maiashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Münster Arkaden, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Norte Shopping Retail and Leisure Centre, BV | Amsterdam (Holland) |
50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Norteshopping - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% |
| 1) | Pantheon Plaza BV | Amsterdam (Holland) |
50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Paracentro - Gestão de Galerias Comerciais, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Park Avenue Developement of Shopping Centers, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| 1) | Parque Atlântico Shopping - Centro Comercial SA | Ponta Delgada (Açores) |
50.00% | 12.53% | 50.00% | 12.53% |
|---|---|---|---|---|---|---|
| 1) | Parque D. Pedro 1, BV Sarl | Luxemburg | 100.00% | 25.00% | 100.00% | 25.00% |
| 1) | Parque de Famalicão - Empreendimentos Imobiliários, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Parque Principado, SL | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Pátio Boavista Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio Goiânia Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio Londrina Empreendimentos e Participações, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio Penha Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio São Bernardo Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio Sertório Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Pátio Uberlândia Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Plaza Eboli - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Plaza Eboli, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Plaza Mayor Holding, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Plaza Mayor Parque de Ócio, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Plaza Mayor Parque de Ócio, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Plaza Mayor Shopping, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Plaza Mayor Shopping, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| PORTCC – Portimãoshopping – Centro Comercial, SA | Maia | 50.00% | 11.88% | 50.00% | 11.88% | |
| 1) | Project 4, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project SC 1, BV | Amsterdam (Holland) |
50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Project SC 2, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra 2, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra 6, BV | Amsterdam (Holland) |
50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Project Sierra 8 BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Project Sierra 10 BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Four SA | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Germany 2 (two), Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Germany 3 (three), Shopping Centre, | Dusseldorf | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | GmbH Project Sierra Germany 4 (four), Shopping Centre, GmbH |
(Germany) Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Germany Shopping Centre 1 BV | Amsterdam | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Germany Shopping Centre 2 BV | (Holland) Amsterdam |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Italy 2 - Development of Shopping | (Holland) Milan (Italy) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Centres, Srl Project Sierra Portugal VIII - Centro Comercial, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Spain 1, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
|---|---|---|---|---|---|---|
| 1) | Project Sierra Spain 2 - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Spain 2, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Spain 3 - Centro Comercial, SA | Madrid (Spain) | 50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Project Sierra Spain 3, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Spain 7 - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Spain 7, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Project Sierra Two Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Rio Sul – Centro Comercial, SA | Lisboa | 50.00% | 11.88% | 50.00% | 11.88% | |
| 1) | River Plaza BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | River Plaza Mall, Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | S.C. Microcom Doi Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | SC Aegean, BV | Amsterdam (Holland) |
50.00% | 25.00% | 50.00% | 25.00% |
| 1) | SC Mediterranean Cosmos, BV | Amsterdam (Holland) |
50.00% | 12.53% | 50.00% | 12.53% |
| Serra Shopping – Centro Comercial, SA | Covilhã | 50.00% | 11.88% | 50.00% | 11.88% | |
| 1) | Shopping Centre Colombo Holding, BV | Amsterdam (Holland) |
50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Shopping Centre Parque Principado, BV | Amsterdam (Holland) |
100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Sierra Brazil 1, BV | Amsterdam (Holland) |
100.00% | 25.00% | 100.00% | 25.00% |
| 1) | Sierra Central, S.A.S. | Santiago de Cali(Colombia) |
50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Sierra Charagionis Development of Shopping Centers, SA |
Athens (Greece) | 50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Sierra Corporate Services Holland, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Development of Shopping Centres Greece, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Berlin Holding BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Developments Holding, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Developments Romania SRL | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Developments, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Enplanta, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Sierra European Retail Real Estate Assets Holdings, BV | Amsterdam (Holland) |
50.10% | 25.05% | 50.10% | 25.05% |
| 1) | Sierra Germany GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra GP, Limited | Guernsey (U.K.) | 100.00% | 49.99% | 100.00% | 49.99% |
| 1) | Sierra Investimentos Brasil Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Sierra Investments (Holland) 1, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Investments (Holland) 2, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Investments Holding, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
|---|---|---|---|---|---|---|
| 1) | Sierra Investments SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Italy Holding, BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Italy, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Portugal, SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Management, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Property Management Greece, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Property Management, Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Solingen Holding GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sierra Spain – Shopping Centers Services, SL | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Solingen Shopping Center GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Sonae Sierra Brasil, SA | São Paulo (Brazil) | 66.65% | 16.66% | 66.65% | 16.66% |
| 1) | Sonae Sierra Brazil, BV Sarl | Luxemburg | 50.00% | 25.00% | 50.00% | 25.00% |
| 1) | Sonae Sierra, SGPS, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | SPF - Sierra Portugal | Luxemburg | 100.00% | 50.00% | 100.00% | 50.00% |
| SPF - Sierra Portugal Real Estate, Sarl | Luxemburg | 47.50% | 23.75% | 47.50% | 23.75% | |
| 1) | Torre Ocidente - Imobiliária, SA | Maia | 50.00% | 12.50% | 50.00% | 12.50% |
| 1) | Unishopping Administradora, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| 1) | Unishopping Consultoria Imobiliária, Ltda | São Paulo (Brazil) | 99.98% | 16.66% | 99.98% | 16.66% |
| 1) | Valecenter, Srl | Milan (Italy) | 100.00% | 25.05% | 100.00% | 25.05% |
| 1) | Via Catarina - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% |
| 1) | Vuelta Omega, S.L. | Madrid (Spain) | 100.00% | 12.53% | 100.00% | 12.53% |
| 1) | Weiterstadt Shopping BV | Amsterdam (Holland) |
100.00% | 50.00% | 100.00% | 50.00% |
| 1) | Zubiarte Inversiones Inmobiliarias, SA | Madrid (Spain) | 49.83% | 12.48% | 49.83% | 12.48% |
| Telecommunications | ||||||
| 1) | Unipress - Centro Gráfico, Lda | Vila Nova de Gaia | 50.00% | 26.95% | 50.00% | 27.26% |
| SIRS – Sociedade Independente de Radiodifusão Sonora, SA |
Porto | 45.00% | 24.30% | 45.00% | 24.53% | |
| Investment Management | ||||||
| Cooper Gay Swett & Crawford Ltd | U.K. | 25.10% | 12.55% | 25.10% | 12.55% | |
| 1) | Equador & Mendes - Agência de Viagens e Turismo, Lda | Lisboa | 50.00% | 37.50% | 50.00% | 37.50% |
| 1) | Marcas do Mundo - Viagens e Turismo, Sociedade Unipessoal, Lda |
Lisboa | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | Movimentos Viagens - Viagens e Turismo, Sociedade Unipessoal, Lda |
Lisboa | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | Nova Equador Internacional, Agência de Viagens e Turismo, Lda |
Lisboa | 50.00% | 50.00% | 50.00% | 37.50% |
|---|---|---|---|---|---|---|
| 1) | Puravida - Viagens e Turismo, Lda | Lisboa | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | Nova Equador P.C.O. e Eventos, Sociedade Unipessoal, Lda |
Lisboa | 50.00% | 50.00% | 50.00% | 37.50% |
| 1) | Raso SGPS, SA | Lisboa | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | Raso - Viagens e Turismo, SA | Lisboa | 50.00% | 50.00% | 50.00% | 50.00% |
| 1) | Viagens y Turismo de Geotur España, S.L. | Madrid (Spain) | 50.00% | 50.00% | 50.00% | 50.00% |
1) Jointly controlled entities included by the proportional method in 2011 (Note 3).
Jointly controlled entities and associated companies were consolidated through the equity method.
The value of investments in jointly controlled and associated companies can be analyzed as follows:
| COMPANY | 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|---|
| Retail | |||
| Sempre a Postos - Produtos Alimentares e | 1,031,441 | 1,006,690 | |
| Mundo Vip - Operadores Turísticos, SA | 1,101,337 | 1,101,337 | |
| Shopping Centres | |||
| Sonae Sierra SGPS, SA (consolidated) | 498,531,939 | 503,322,781 | |
| Telecommunications | |||
| SIRS - Sociedade Independente de Radiodifusão | 214,814 | 661,185 | |
| Investment Management | |||
| Cooper Gay Swett & Crawford ltd | 18,582,687 | 18,566,435 | |
| Raso SGPS, SA (consolidated) | 8,986,676 | 9,475,661 | |
| Total | 528,448,893 | 534,134,089 | |
The aggregated values of main financial indicators of jointly controlled entities and associated companies are as follows:
| Asssets | Liabilities | ||||
|---|---|---|---|---|---|
| 31 March 2012 | 31 December 2011 | 31 March 2012 | 31 December 2011 | ||
| Restated | Restated | ||||
| Retail | 22,327,332 | 22,327,332 | 21,044,150 | 21,044,150 | |
| Shopping Centres | 2,292,900,422 | 2,373,288,733 | 962,392,230 | 1,007,923,306 | |
| Telecommunications | 6,674,911 | 7,115,708 | 5,538,721 | 6,008,405 | |
| Investment Management | 449,520,374 | 676,395,425 | 467,441,361 | 732,213,964 | |
| Total | 2,771,423,039 | 3,079,127,198 | 1,456,416,462 | 1,767,189,825 | |
| Income | Expenses | ||||
| 31 March 2011 | 31 March 2011 | ||||
| 31 March 2012 | Restated | 31 March 2012 | Restated | ||
| Retail | 21,227,959 | 21,227,959 | 21,385,924 | 21,385,924 | |
| Shopping Centres | 74,166,313 | 88,466,263 | 53,271,003 | 69,117,818 | |
| Telecommunications | 997,156 | 1,104,803 | 871,666 | 934,300 | |
| Investment Management | 83,390,370 | 79,580,471 | 87,707,242 | 82,510,947 | |
| Total | 179,781,798 | 190,379,496 | 163,235,835 | 173,948,989 |
During the periods ended as at 31 March 2012 and 2011 movements in Investments in associated companies are made up as follows:
| 31 March 2012 | 31 março 2011 Reexpresso | |||||||
|---|---|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|||
| Investments | ||||||||
| Initial balance as at January,1 | 358,778,934 | 175,355,155 | 534,134,089 | 401,118,781 | 174,279,048 | 575,397,829 | ||
| Equity method | ||||||||
| Share of result in associated companies | 6,407,484 | - | 6,407,484 | 1,181,542 | - | 1,181,542 | ||
| Distributed dividends | (10,567,050) | - | (10,567,050) | (11,867,610) | - | (11,867,610) | ||
| Effect in equity capital and non controlling interests |
(1,540,581) | 14,951 | (1,525,630) | (13,598,283) | 900,535 | (12,697,748) | ||
| 353,078,787 | 175,370,106 | 528,448,893 | 376,834,430 | 175,179,583 | 552,014,013 |
The effect on equity results primarily from the effect of currency translation companies with a functional currency other than euro.
Group companies, jointly controlled companies and associated companies excluded from consolidation and other non-current investments, their head offices, percentage of share capital held and book value as at 31 March 2012 and 31 December 2011 are made up as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2012 31 December 2011 |
Value in the statement of financial position |
||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 31 March 2012 | 31 December 2011 Restated |
| Retail | |||||||
| Dispar - Distrib. de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco - Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 748,197 | 748,197 |
| Telecommunications Lusa - Agên. de Notícias de Portugal, SA |
Lisbon | 1.38% | 0.75% | 1.38% | 0.75% | 197,344 | 197,344 |
| Other investments | 36,090,505 | 39,985,320 | |||||
| Total (Note 10) | 37,046,022 | 40,940,837 |
As at 31 March 2012 the caption "Other investments" includes:
Escrow account. There are negotiations currently under way between the two parties in order to release the above mentioned amount.
During the three months period ended at 31 March 2012 and 2011, movements in Tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Land and | Plant and | Tangible assets |
Total Tangible Assets |
|
|---|---|---|---|---|
| 4,581,185,076 | ||||
| 31,667,626 | ||||
| (22,745,690) | ||||
| (21,954) | ||||
| (857,502) | ||||
| 1,947,994,710 | 2,192,517,790 | 386,989,809 | 61,725,247 | 4,589,227,556 |
| 1,908,778,180 | ||||
| 58,445,887 | ||||
| (18,154,521) | ||||
| (23,286) | ||||
| (76,451) | ||||
| 1,948,969,809 | ||||
| 1,524,088,536 | 989,913,139 | 64,530,825 | 61,725,247 | 2,640,257,747 |
| Buildings 1,943,600,538 1,570,729 (98,763) 5,586 2,916,620 414,752,961 9,196,632 (42,998) (441) 20 423,906,174 |
Machinery 2,189,684,537 2,732,907 (19,909,468) (14,366) 20,024,180 1,178,263,851 40,234,724 (15,840,005) (6,992) (46,927) 1,202,604,651 |
Tangible assets Others 383,352,333 3,907,832 (2,391,379) (11,670) 2,132,693 315,761,368 9,014,531 (2,271,518) (15,853) (29,544) 322,458,984 |
in progress 64,547,668 23,456,158 (346,080) (1,504) (25,930,995) - - - - - - |
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross costs: | |||||
| Opening balance as at 1 January 2011 - restated | 1,954,539,711 | 2,089,794,841 | 366,443,681 | 83,389,267 | 4,494,167,500 |
| Capital expenditure | 154,761 | 1,555,113 | 3,364,528 | 45,553,478 | 50,627,880 |
| Acquisitions of subsidiaries | 666,625 | 15,936 | 406,591 | - | 1,089,152 |
| Disposals | (32,327,364) | (44,174,088) | (4,110,161) | (707,097) | (81,318,710) |
| Exchange rate effect | (8,145) | (56,429) | (150,996) | (1,026) | (216,596) |
| Transfers | 5,005,043 | 54,642,740 | 6,325,964 | (58,662,451) | 7,311,296 |
| Closing balance as at 31 March 2011 - restated | 1,928,030,631 | 2,101,778,113 | 372,279,607 | 69,572,171 | 4,471,660,522 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2011 - restated | 382,594,714 | 1,100,870,423 | 295,320,263 | - | 1,778,785,400 |
| Charge for the period | 11,600,628 | 39,969,755 | 9,259,653 | - | 60,830,036 |
| Acquisitions of subsidiaries | 55,875 | 15,936 | 366,305 | - | 438,116 |
| Disposals | (6,204,625) | (37,120,296) | (4,064,180) | - | (47,389,101) |
| Exchange rate effect | (2,234) | (33,557) | (71,084) | - | (106,875) |
| Transfers | 182,680 | 5,553,283 | 22,285 | - | 5,758,248 |
| Closing balance as at 31 March 2011 - restated | 388,227,038 | 1,109,255,544 | 300,833,242 | - | 1,798,315,824 |
| Carrying amount | |||||
| As at 31 March 2011 - restated | 1,539,803,593 | 992,522,569 | 71,446,365 | 69,572,171 | 2,673,344,698 |
The additions for the periods ended at March 31st, 2012 include a set of assets associated with the operation of UMTS (Universal Mobile Telecommunications Service), the HSDPA (Kangaroo Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service), the FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution), part of which are associated with ongoing projects, so remain registered in 'tangible fixed assets in progress'.
Disposals for the period ended at March 31st, 2012 correspond mainly to the sale of a pool of assets related to 2G, 3G and Microwave (MW) of the telecommunications sector.
Major amounts included in the caption "Tangible assets in progress", refer to the following projects:
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Refurbishment and expansion of stores i n the retail businesses located in Portugal |
13,538,648 | 25,106,853 |
| Refurbishment and expansion of stores i n the retail businesses located in Spain |
2,082,704 | 8,727,920 |
| Projects of "Continente" stores for which advance payments were made |
9,185,528 | 10,389,232 |
| Deployment of fixed and mobile network | 30,207,793 | 23,143,180 |
| Others | 6,710,574 | 2,204,986 |
| 61,725,247 | 69,572,171 |
During the three month period ended at 31 March 2012 and 2011, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents and other | assets | Intangible | ||
| similar rights | Others | in progress | Assets | |
| Gross costs: | ||||
| Opening balance as at 1 January 2012 - restated | 461,394,359 | 512,244,173 | 134,955,822 | 1,108,594,354 |
| Capital expenditure | 6,848,564 | 352,035 | 7,832,063 | 15,032,662 |
| Disposals | (6,253,388) | (22,005) | (94,034) | (6,369,427) |
| Exchange rate effect | 3,179 | (240,392) | 180 | (237,033) |
| Transfers | 118,832 | 11,201,343 | (9,672,927) | 1,647,248 |
| Closing balance as at 31 March 2012 | 462,111,546 | 523,535,154 | 133,021,104 | 1,118,667,804 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2012 - restated | 171,505,301 | 357,307,264 | - | 528,812,565 |
| Charge for the period | 10,809,707 | 11,311,624 | - | 22,121,331 |
| Disposals | (6,248,168) | (927) | - | (6,249,095) |
| Exchange rate effect | 94 | (106,984) | - | (106,890) |
| Transfers | - | 3,099 | - | 3,099 |
| Closing balance as at 31 March 2012 | 176,066,934 | 368,514,076 | - | 544,581,010 |
| Carrying amount | ||||
| As at 31 March 2012 | 286,044,612 | 155,021,078 | 133,021,104 | 574,086,794 |
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents and other | assets | Intangible | ||
| similar rights | Others | in progress | Assets | |
| Gross costs: | ||||
| Opening balance as at 1 January 2011 - restated | 454,452,874 | 457,236,583 | 32,135,978 | 943,825,435 |
| Capital expenditure | 1,220,592 | 237,078 | 7,491,676 | 8,949,346 |
| Disposals | (45,428) | (14,902) | (329,543) | (389,873) |
| Exchange rate effect | (531) | (1,447,148) | (445) | (1,448,124) |
| Transfers | 5,219,676 | 13,591,856 | (12,865,125) | 5,946,407 |
| Closing balance as at 31 March 2011 - restated | 460,847,183 | 469,603,467 | 26,432,541 | 956,883,191 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2011 - restated | 146,812,550 | 322,196,976 | - | 469,009,526 |
| Charge for the period | 10,958,139 | 10,634,141 | - | 21,592,280 |
| Disposals | (3,157) | (2,092) | - | (5,249) |
| Exchange rate effect | (257) | (279,394) | - | (279,651) |
| Transfers | (152,870) | 261 | - | (152,609) |
| Closing balance as at 31 March 2011 - restated | 157,614,405 | 332,549,892 | - | 490,164,297 |
| Carrying amount | ||||
| As at 31 March 2011 - restated | 303,232,778 | 137,053,575 | 26,432,541 | 466,718,894 |
As at 31 March 2012 and 2011, Sonae kept recorded under the heading "Patents and other similar rights" the amounts of 177,899,536 euro and 188,847,655 euro, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) 56,255,402 euro (amount of 59,255,690 euro in 2011) relating to the license; (ii) 18,796,992 euro (amount of 19,799,499 euro in 2011) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators in Portugal with licenses; (iii) 5,773,124 euro (amount of 6,081,024 euro in 2011) related to a contribution to the Information Society Fund, established in 2007, under an agreement made between the Ministry of Public Works, Transport and Communications ("Ministério das Obras Públicas, Transportes e Comunicações") and the three mobile telecommunication operators in Portugal; and (iv) 92,267,526 euro (amount of 98,648,604 euro in 2011) relating to the "Iniciativas E" program, the latter relating to commitments assumed by Sonae in the "Fund for Information Society".
Intangible assets in progress, March 31, 2012 includes the current value of the charges relating to the acquisition of Spectrum for 4th Generation, worth 110.4 million euro Telecommunications segment.
Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2011).
During the three month periods ended at 31 March 2012 and 2011 movements in goodwill, as well as in corresponding impairment losses, were made up as follows:
| 31 March 2011 | ||
|---|---|---|
| 31 March 2012 | Restated | |
| Gross value: | ||
| Opening balance | 664,766,628 | 673,559,363 |
| New companies in the consolidation perimeter | - | 2,332,375 |
| Increases | - | 224,655 |
| Transfers | (123,736) | - |
| Currency translation | (242,962) | (1,711,651) |
| Closing balance | 664,399,930 | 674,404,742 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 4,953,135 | 2,528,842 |
| Increases | - | - |
| Closing balance | 4,953,135 | 2,528,842 |
| Carrying amount: | 659,446,795 | 671,875,900 |
During the three months period ended 31 March 2012 and 2011 movements in other investments were made up as follows:
| 31 March 2012 | 31 March 2011 Restated | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Investments in group companies, jointly controlled companies | ||||
| or associated companies excluded from consolidation | ||||
| Opening balance as at 1 January - restated | 164,090 | - | 224,090 | - |
| Transfers | - | - | (60,000) | - |
| Closing balance as at 31 March | 164,090 | - | 164,090 | - |
| Accumulated impairment losses | - | - | - | - |
| 164,090 | - | 164,090 | - | |
| Other investments: | ||||
| Fair value (net of impairment losses) as at 1 January - restated |
40,776,747 | 3,064,149 | 43,074,614 | 15,195,954 |
| Acquisitions in the period | 600,484 | 70,071 | 484 | 1,661,695 |
| Disposals in the period | (4,495,299) | (480,750) | (79,510) | (12,545,195) |
| Increase/(Decrease) in fair value | - | - | (166,000) | - |
| Fair value (net of impairment losses) as at 31 March | 36,881,932 | 2,653,470 | 42,829,588 | 4,312,454 |
| Other Investments (Note 6) | 37,046,022 | 2,653,470 | 42,993,678 | 4,312,454 |
| Derivative financial instruments (Note 18) | ||||
| Fair value as at 1 January | - | 2,797,069 | - | 457,160 |
| Increase/(Decrease) in fair value | - | (2,644,936) | - | 112,877 |
| Fair value as at 31 March | - | 152,133 | - | 570,037 |
| 37,046,022 | 2,805,603 | 42,993,678 | 4,882,491 |
The financial investments in group companies, jointly controlled companies or associated companies excluded from consolidation are recorded at the acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate could be made as there is no market data available for these investments. The heading of Other non-current investments includes 3,157,328 euro (2,456,471 euro as at 31 March 2011) of investments recorded at the cost net of impairment losses for the same reasons.
The investments available for sale are net of impairment losses (Note 22) amounting to 94,298 euro (82,981 euro as at 31 March 2011).
Under the caption other non-current financial investments is recorded an amount of 33,724,600 euro related to deposited amounts on an Escrow Account Note 6).
| 31 March 2012 | 31 December 2011 Restated | |||||
|---|---|---|---|---|---|---|
| Gross Value | Accumulated impairment losses |
Carrying Amount |
Gross Value | Accumulated impairment losses |
Carrying Amount |
|
| Loans granted to related parties | 8,886,383 | - | 8,886,383 | 9,140,430 | - | 9,140,430 |
| Trade accounts receivable and other debtors | ||||||
| Legal deposits | 846,090 | - | 846,090 | 851,831 | - | 851,831 |
| Recognition of an amount receivable from Carrefour (a) | 10,524,425 | - | 10,524,425 | 10,595,846 | - | 10,595,846 |
| Cautions | 6,004,325 | - | 6,004,325 | 5,962,373 | - | 5,962,373 |
| Others | 443,537 | - | 443,537 | 453,480 | - | 453,480 |
| 17,818,377 | - | 17,818,377 | 17,863,530 | - | 17,863,530 | |
| Reinsurer's' share of technical provisions | 9,626,488 | - | 9,626,488 | 10,575,646 | - | 10,575,646 |
| Other non-current assets | 422,326 | - | 422,326 | 412,408 | - | 412,408 |
| 36,753,574 | - | 36,753,574 | 37,992,014 | - | 37,992,014 |
a) As a result of the agreements signed in 2005 by the former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process, in the Brazilian state of São Paulo, that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 11 million euro) for alleged expenses incurred with the mentioned stores and that, allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses were presented to Sonae, or proof of the necessity of carrying out such costs for the licensing process as established on the mentioned agreements.
It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company will start the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according with Brazilian law).
According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is the Board of Directors understanding that the legal proceedings will last up to 7 years.
As at 31 March 2012 and 31 December 2011, Trade account receivable and other current assets are detailed as follows:
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Trade accounts receivable | 209,004,157 | 257,235,975 |
| Taxes recoverable | 98,400,845 | 99,411,123 |
| Granted loans to related companies | 28,042,754 | 16,217,863 |
| Other debtors | ||
| Trade creditors - debtor balances | 43,085,392 | 40,525,100 |
| Special regime for payment of tax and social security debts | 12,047,568 | 12,047,568 |
| "Iniciativas E" program | 11,837,771 | 12,626,005 |
| Reinsurance operations | 5,406,842 | 7,264,352 |
| Advances to suppliers | 3,864,042 | 3,516,899 |
| VAT recoverable on real estate assets and discount granted | 911,057 | 444,020 |
| Vouchers and gift cards | 1,067,959 | 3,286,352 |
| Revocation of contracts for acquisition of stores | 993,486 | 343,779 |
| Advances to agents | 975,699 | 875,217 |
| Accounts receivable from the disposal of fixed assets | 781,249 | 884,139 |
| Other current assets | 17,653,409 | 15,732,383 |
| 98,624,474 | 97,545,814 | |
| Other current assets | ||
| Invoices to be issued | 55,699,030 | 56,960,732 |
| Commercial Discounts | 26,719,064 | 29,937,096 |
| Prepayments of external supplies and services | 20,601,456 | 18,552,692 |
| Prepayments - Rents | 7,803,507 | 6,563,537 |
| Commissions to be received | 1,458,696 | 1,794,095 |
| Other current assets | 13,092,449 | 11,360,372 |
| 125,374,202 | 125,168,524 | |
| Accumulated impairment losses in receivables accounts (Note 22) | (94,653,419) | (103,217,668) |
| 464,793,013 | 492,361,631 |
Deferred tax assets and liabilities as at 31 March 2012 and 31 December 2011 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 March 2012 | 31 December 2011 Restated |
31 March 2012 | 31 December 2011 Restated |
|
| Difference between fair value and acquisition cost | 3,543,505 | 3,408,306 | 39,979,930 | 40,380,932 |
| Harmonisation adjustments | 6,926,923 | 7,018,308 | 61,920,420 | 60,359,533 |
| Provisions and impairment losses not accepted for tax purposes | 38,150,261 | 38,080,776 | - | - |
| Write off of tangible and intangible assets | 41,255,892 | 43,925,949 | - | - |
| Write off of deferred costs | 18,519,161 | 20,202,721 | 12,574 | 12,574 |
| Valuation of hedging derivatives | 251,621 | 9,426 | 13,072 | 582,921 |
| Temporary differences arising from the securitization operation | 5,635,000 | 6,440,000 | - | - |
| Amortisation of Goodwill for tax purposes | - | - | 22,685,052 | 22,336,051 |
| - | - | 3,329,423 | 4,688,545 | |
| Revaluation of tangible assets | - | - | 1,812,919 | 1,845,556 |
| Tax losses carried forward | 107,175,510 | 96,826,480 | - | - |
| Reinvested capital gains/(losses) | - | - | 1,164,820 | 1,197,663 |
| Others | 6,122,336 | 5,963,283 | 2,237,624 | 2,787,774 |
| 227,580,209 | 221,875,249 | 133,155,834 | 134,191,549 |
In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2012 and 31 December 2011, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:
| 31 March 2012 | 31 December 2011 Restated | |||||
|---|---|---|---|---|---|---|
| Tax losses carried | Deferred tax | Tax losses carried | Deferred tax | |||
| forward | assets | Time limit | forward | assets | Time limit | |
| With limited time use | ||||||
| Generated in 2007 | 1,223,112 | 305,778 | 2013 | 1,223,112 | 305,778 | 2013 |
| Generated in 2008 | 1,522,393 | 380,598 | 2014 | 1,522,393 | 380,598 | 2014 |
| Generated in 2009 | 26,545,176 | 6,636,294 | 2015 | 26,546,566 | 6,636,641 | 2015 |
| Generated in 2010 | 99,670 | 24,918 | 2014 | 99,670 | 24,918 | 2014 |
| Generated in 2011 | 1,209,525 | 302,381 | 2015 | 1,209,525 | 302,381 | 2015 |
| Generated in 2012 | 27,479,314 | 6,876,480 | 2016 | - | - | |
| 58,079,190 | 14,526,449 | 30,601,266 | 7,650,316 | |||
| Without limited time use | 2,017,834 | 454,713 | 2,179,028 | 509,519 | ||
| With a time limit different from the above mentioned |
307,199,984 | 92,194,348 | 295,437,281 | 88,666,645 | ||
| 309,217,818 | 92,649,061 | 297,616,309 | 89,176,164 | |||
| 367,297,008 | 107,175,510 | 328,217,575 | 96,826,480 |
As at 31 March 2012 and 31 December 2011, deferred tax assets resulting from tax losses carried forward were re-assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recognized to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences. This evaluation was based in the company's business plans, which are periodically reviewed and updated, and on identified and available tax planning opportunities.
As at 31 March 2012 there was tax losses carried forward tax losses carried forward, for which no deferred tax assets were recognized due to prudential reasons. These may be summarised as follows:
| 31 March 2012 | 31 December 2011 Restated | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | |
| With limited time use | ||||||
| Generated in 2006 | 17,167,567 | 4,291,893 | 2012 | 19,421,434 | 4,855,359 | 2012 |
| Generated in 2007 | 56,166,713 | 14,041,679 | 2013 | 56,171,546 | 14,042,888 | 2013 |
| Generated in 2008 | 10,256,055 | 2,564,014 | 2014 | 10,256,055 | 2,564,014 | 2014 |
| Generated in 2009 | 19,513,982 | 4,878,495 | 2015 | 24,814,767 | 6,203,691 | 2015 |
| Generated in 2010 | 14,448,212 | 3,562,053 | 2014 | 15,265,401 | 3,816,351 | 2014 |
| Generated in 2011 | 7,205,828 | 1,801,457 | 2015 | 7,205,829 | 1,801,457 | 2015 |
| Generated in 2012 | 2,679,697 | 669,924 | 2016 | |||
| 127,438,054 | 31,809,515 | 133,135,032 | 33,283,760 | |||
| Without limited time use | 38,382,859 | 10,893,701 | 37,624,334 | 10,604,792 | ||
| With a time limit different from the above mentioned |
226,974,233 | 56,853,744 | 231,159,040 | 57,635,615 | ||
| 265,357,092 | 67,747,445 | 268,783,374 | 68,240,407 | |||
| 392,795,146 | 99,556,960 | 401,918,406 | 101,524,167 |
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Cash at hand | 6,817,709 | 7,167,909 |
| Bank deposits | 101,723,748 | 262,539,711 |
| Treasury applications | 64,694,244 | 150,461,766 |
| Cash and cash equivalents on the balance sheet | 173,235,701 | 420,169,386 |
| Bank overdrafts (Note 17) | (13,739,083) | (4,712,270) |
| Cash and cash equivalents on the statement of cash flows |
159,496,618 | 415,457,116 |
Bank overdrafts are disclosed in the balance sheet under Current loans.
As at 31 March 2012, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.
On 15 November 2007, Sonae Holding sold, 132,856,072 Sonae Holding shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.
On the same date, Sonae Investments, BV, wholly owned by Sonae Holding entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae Holding shares, representative of 6.64% of its share capital.
This transaction has a maximum maturity of three years and a strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae Investments BV to totally maintain the economic exposure to the sold shares.
In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other noncurrent liabilities" (Note 19). According to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as Sonae maintains the risks and rewards arising on the instruments sold.
Consequently, Sonae maintains the deduction from Equity amounting to the acquisition cost of the 132,800,000 shares (138,568,275 euro), and has accounted for the consideration received for the above mentioned sale of own shares in the caption "Other non-current liabilities" (273,568,000 euro).
Due to the detach of Sonae Capital SGPS, SA, as at 4 January 2008, demerger rights attributable to the 132,800,000 Sonae SGPS, SA shares subject to the above mentioned agreement, Sonae recognized an asset measured at its' fair value . This asset has not been derecognized as Sonae also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized.
On 23 April 2009, 10 March 2010 and 28 March 2011 Sonae Investments BV requested a partial cancellation of the Cash settled Equity Swap for 1,134,965, 1,185,144 and 3,639,140 shares of Sonae Holding respectively. Consequently the derivative underlying asset was updated to 126,840,751 Sonae Holding shares.
On 19 October 2010 Sonae Investments BV has agreed with a financial institution to extend the maturity of the Cash Settled Equity Swap over the 130,479,891 Sonae Holding´s shares. The renovation is done for a maximum of 3 additional years, until November 2013 and maintains the settlement mechanism of the transaction that remains strictly cash settled. The Cash Settled Equity Swap, over shares of Sonae Capital, was not subject to extension of maturity, and Sonae acquired 16,600,000 shares in the market representing 6.6% of the capital of Sonae Capital, in result of fair value, during the period ended at March 31st, 2012 Sonae Capital shares were sold (Note 10).
Therefore and for the transactions described above, the value of liabilities at 31 March 2012, is 56,570,975 euro on the market value of Sonae Holding (Note 19).
These liabilities are adjusted at the end of each month by the effect in Sonae Holding share price, being recognized a current asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly.
Additionally, the costs related to the "floating amount" based on Euribor 1 month are recorded in the income statement.
The amount receivable accrued based on dividends distributed by the company is credited to equity in order to offset the negative variation caused by their distribution.
The number of shares taken into consideration to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 26).
At 31 March 2012, the following entities held more than 20% of the subscribed share capital:
| Entity | % | |
|---|---|---|
| Efanor Investimentos, SGPS, SA and subsidiaries | 52.98 |
Movements in non-controlling interests during the periods ended at 31 March 2012 and 2011 are as follows:
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Opening balance as at 1 January | 336,803,275 | 318,520,043 |
| Dividends | (175,502) | (237,040) |
| Exchange rate effect | (176,947) | (614,176) |
| Acquisition of subsidiaries | - | 253,523 |
| Capital increase and share premium | - | 1,276,562 |
| Changes in hedge and fair value reserves | (41,174) | (41,684) |
| Others | 872,441 | 859,198 |
| Profit for the period attributable to non controlling interests | 7,437,684 | 4,134,244 |
| Closing balance | 344,719,777 | 324,150,670 |
| 31 March 2012 | 31 December 2011 Restated | |||
|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||
| Current | Non Current | Current | Non Current | |
| Bank loans | ||||
| Sonae, SGPS, SA - commercial paper | 93,100,000 | - | 90,600,000 | - |
| Sonae Investimentos, SGPS, S.A. - commercial paper | 27,000,000 | 342,000,000 | - | 282,000,000 |
| Sonae Holding afiliated | 10,000,000 | - | 10,000,000 | - |
| Sonae Investimentos afiliated | - | 75,000,000 | - | 75,000,000 |
| Sonaecom SGPS, SA - commercial paper | 113,069,449 | - | 118,000,000 | - |
| MDS, SGPS, SA - commercial paper | - | 14,400,000 | - | 14,400,000 |
| Lazam, SA | - | 19,067,630 | - | 21,109,920 |
| Others | 3,676,197 | 8,333,719 | 3,741,249 | 10,000,384 |
| 246,845,646 | 458,801,349 | 222,341,249 | 402,510,304 | |
| Bank overdrafts (Note 14) | 13,739,083 | - | 4,712,270 | - |
| Up-front fees beard with the issuance of borrowings | (265,810) | (1,071,442) | (171,289) | (1,155,243) |
| Bank loans | 260,318,919 | 457,729,907 | 226,882,230 | 401,355,061 |
| Bonds | ||||
| Bonds Sonae / 05 | 100,000,000 | - | - | 100,000,000 |
| Bonds Sonae 2007/2014 | - | 150,000,000 | - | 150,000,000 |
| Bonds Sonae 2007/2015 | - | 250,000,000 | - | 250,000,000 |
| Bonds Modelo Continente / 2005 / 2012 | 150,000,000 | - | 150,000,000 | - |
| Bonds Modelo Continente / 2007 / 2012 | 200,000,000 | - | 200,000,000 | - |
| Bonds Sonae Distribuição / 2007 / 2015 | - | 200,000,000 | - | 200,000,000 |
| Bonds Sonae Distribuição / 2007 / 2015 | - | 310,000,000 | - | 310,000,000 |
| Bonds Sonae Distribuição / 2009 / 2014 | 16,000,000 | 18,000,000 | 16,000,000 | 26,000,000 |
| Bonds Sonaecom / 2005/2013 | - | 150,000,000 | - | 150,000,000 |
| Bonds Sonaecom / 2010/2013 | 30,000,000 | - | - | 30,000,000 |
| Bonds Sonaecom / 2010/2015 | - | 40,000,000 | - | 40,000,000 |
| Bonds Sonaecom / 2011/2015 | - | 100,000,000 | - | 100,000,000 |
| Up-front fees beard with the issuance of borrowings | (408,305) | (5,530,641) | (143,080) | (6,565,687) |
| Bonds | 495,591,695 | 1,212,469,359 | 365,856,920 | 1,349,434,313 |
| Other loans | 24,353 | 126,395 | 33,465 | 126,395 |
| Derivative instruments (Note 18) | 519,372 | 11,193,679 | 42,744 | 11,007,789 |
| Other loans | 543,725 | 11,320,074 | 76,209 | 11,134,184 |
| Obligations under finance leases | 5,721,569 | 30,399,147 | 6,894,512 | 28,812,037 |
| 762,175,908 | 1,711,918,487 | 599,709,871 | 1,790,735,595 |
At 31 March 2012, Sonae has agreed lines of credit and commercial paper amounting to 1,438 million euro, out of which 620 million with firm commitments with maturity not exceeding one year and 530 million euro with firm commitments with maturity over 1 year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, Group had 541 million credit facilities available to meet its liquidity requirements.
The interest rate as at 31 March 2012 of bonds and loans were in average 2.51% (2.82% at 31 December 2011).
Bank loans bear interests at market rates based on Euribor for each interest payment term, therefore the fair value of bank loans are estimated to be similar to their market value.
The derivative instruments are recorded at fair value (Note 18).
The repayment schedule of the nominal value of loans can be summarised as follows:
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| N+1 a) | 762,330,651 | 599,838,416 |
| N+2 | 567,445,640 | 470,564,282 |
| N+3 | 429,033,339 | 395,395,553 |
| N+4 | 657,949,971 | 781,588,750 |
| N+5 | 32,764,796 | 117,157,936 |
| After N+5 | 20,133,145 | 22,885,295 |
| 2,469,657,542 | 2,387,430,232 |
a) Includes the amounts drawn under commercial paper programs.
The maturities above were estimated in accordance with the contractual terms of loans that do not include financial covenants.
Exchange rate derivatives
Sonae uses exchange rate derivatives, essentially to hedge future cash flows.
As such, Sonae contracted several exchange rate forwards and options in order to manage its exchange rate exposure.
As at 31 March 2012, there is no exchange rate derivatives that are considered speculative. The fair value of derivatives hedging the exchange rate calculated based on the current market values of financial instruments equivalent exchange rate is 519,372 euro in liabilities, and assets of 152,133 euro (42,744 euro in liabilities and 2,797,069 euro in assets as at 31 December 2011).
The computation of the fair value of these financial instruments was made taking into consideration the present value at balance sheet date of the forward settlement amount of the relevant contract. The settlement amount considered in the valuation, is equal to the reference currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate to the settlement date as at the valuation date.
Gains and losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the caption "Net financial expenses".
Gains and losses for the period arising from fair value change of derivatives qualified as hedging instruments were recorded in the caption "Hedging reserve" of Comprehensive Income.
The hedging instruments used by Sonae existing March 31, 2012, relate primarily to "swaps" and interest rate options ("cash flow hedges") contracted with the purpose of hedging interest rate loans amounting to 250,000,000 euro (400,000,000 euro as at 31 December 2011) whose net fair value amounted to EUR - 11,193,679 (-11,007,789 euro as at 31 December 2011) of derivatives recorded as liabilities.
Derivatives were valuated considering the estimated future cash-flows, assuming the exercise of the cancellation options by the counterparties when the forward interest rates are higher than the established fixed interest rate. Sonae intends to keep these derivatives until their expiration date, therefore, this valuation is considered to be the most appropriate to estimate the future cash flow of these instruments.
These instruments for hedging interest rate are measured at fair value at the date of the statement of financial position, determined by assessments made by Sonae using the computer systems of valuation of derivative instruments and external evaluations when these systems do not allow valuation of certain instruments. Determining the fair value of financial instruments is based on, for the swaps, the update to the date of the statement of financial position of the "cash flow" future resulting from the difference between the fixed interest rate of the "leg" of the fixed derivative and variable interest rate indexed to the "leg" of the derivative variable. For options the fair value is determined based on the model of "Black-Scholes" and its variants. The estimate of future cash flows is performed based on forward prices implied in the curve and the respective market discount for the present, is performed using the interest rate curve more representative of the market, built on credible sources of information conveyed by Bloomberg, among others. Comparative prices of financial institutions, for specific or similar instruments, are used as reference for evaluation. This analysis assumes that all other variables remain constant.
As at 31 March 2012 Sonae has contracted derivatives that incorporate risk management of exchange rate risk and interest rate simultaneously.
Fair value of derivatives
The fair value of derivatives is detailed as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31 March 2012 | 31 December 2011 Restated |
31 March 2012 | 31 December 2011 Restated |
|
| Derivatives not qualified as hedging Exchange rate (Note 10 and 17) |
- | - | - | - |
| Hedging derivatives | ||||
| Exchange rate (Note 10 and 17) | 152,133 | 2,797,069 | 519,372 | 42,744 |
| Interest rate (Note 17) | - | - | 11,193,679 | 11,007,789 |
| 152,133 | 2,797,069 | 11,713,051 | 11,050,533 |
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Shareholders loans | 37,229,859 | 36,639,791 |
| Fixed assets suppliers | 1,714,208 | 1,726,708 |
| "Iniciativas E" program | 2,253,107 | 2,253,107 |
| Spectrum for 4th Generation | 21,602,124 | 27,423,410 |
| Other non-current liabilities | 72,025,060 | 78,286,427 |
| Accruals and deferrals | 24,902,206 | 1,234,674 |
| Other non-current liabilities | 138,124,440 | 147,564,117 |
The caption Shareholders loans relates to affiliated undertakings in the retail, shopping centres and investment management segments. These liabilities do not have a defined vesting date and bear interests at variable market rates.
The caption Other non-current liabilities includes the amount of 56,570,975 euro (58,219,905 euro as at 31 December 2011) related to the fair value of the derivative on Sonae Holding shares referred to in Note 15.
The caption "Spectrum for 4th Generation" is the current value of the amount to be paid in future years, in giving the subsidiary Optimus, frequency of services necessary for the development of 4th generation (Note 8).
In 2012 and in previous years, Sonae granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost, three years after they were attributed to the employee, or based on share options with the exercise price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year.
As at 31 March 2012, all plans Sonae Holding shares are recorded in the statement of financial position, "Other reserves" against "personnel expenses" of the shares at fair value determined at grant date of the plan 2012, 2011 and December 31, 2010 for the plans attributed to this change. The expenses of the action plans are recognized over the years that mediate the attribution and exercise of them.
The plans that continue to be settled in cash, shall remain recorded in the balance sheet, in the figure other liabilities of the balance sheet, and staff costs in the income statement.
As at 31 March 2012 and 31 December 2011, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Grant | Vesting | Number of | Fair value | ||
|---|---|---|---|---|---|
| year | year | participants | 31 March 2012 | 31 December 2011 Restated |
|
| Shares | |||||
| 2009 | 2012 | 53 | 4,982,294 | 9,416,984 | |
| 2010 | 2013 | 444 | 4,876,983 | 6,013,658 | |
| 2011 | 2014 | 442 | 3,984,666 | 6,535,923 | |
| 2012 | 2015 | 439 | 4,482,461 | - | |
| Total | 18,326,404 | 21,966,565 |
As at 31 March 2012 and 31 December 2011 the financial statements include the following amounts corresponding to the period elapsed between those dates and the date of granting deferred bonus plans, which have not yet vested:
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Staff costs | 1,075,462 | 5,818,947 |
| Recorded in previous years | 8,766,147 | 9,734,086 |
| 9,841,609 | 15,553,033 | |
| Recorded in other liabilities | 8,941,191 | 8,433,044 |
| Recorded value in Other reserves | 900,418 | 7,119,989 |
| 9,841,609 | 15,553,033 |
As at 31 March 2012 and 31 December 2011, Trade creditors and other current liabilities were made up as follows:
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Trade creditors | 956,612,813 | 1,244,527,123 |
| Taxes payable | 60,955,992 | 68,058,001 |
| Other creditors | ||
| Fixed asset suppliers | 44,996,091 | 81,500,948 |
| Related undertakings | 66,779,095 | 984,945 |
| Other debts | 66,565,044 | 60,213,370 |
| 178,340,230 | 142,699,263 | |
| Other current liabilities | ||
| Fixed assets accrued costs | 8,516,542 | 87,109,212 |
| Holiday pay and bonuses | 109,821,649 | 114,622,709 |
| Interests payable | 13,591,235 | 16,085,067 |
| Invoices to be issued | 29,036,761 | 33,764,156 |
| Commissions | 3,533,552 | 4,107,730 |
| Marketing expenses | 13,783,321 | 15,219,486 |
| Information society | 14,584,234 | 15,793,539 |
| Other external supplies and services | 46,149,981 | 48,281,811 |
| Accrued income - trade debtors | 27,865,487 | 27,305,184 |
| Accrued income - rents | 675,114 | 402,199 |
| Others | 33,322,433 | 32,891,749 |
| 300,880,309 | 395,582,842 | |
| 1,496,789,344 | 1,850,867,229 |
Movements in Provisions and impairment losses over the three months period ended at 31 March 2012 and 2011 were as follows:
| Caption | Balance as at 1 January 2012 Restated |
Increase | Decrease | Balance as at 31 March 2012 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 10) Accumulated impairment losses on trade account receivables and other debtors (Note 12) |
94,406 103,217,668 |
- 7,263,820 |
(108) (15,828,069) |
94,298 94,653,419 |
| Accumulated impairment losses on inventories | 46,773,559 | 1,856,807 | (768,966) | 47,861,400 |
| Non-current provisions | 91,036,377 | 924,651 | (4,584,309) | 87,376,719 |
| Current provisions | 2,266,767 | - | - | 2,266,767 |
| 243,388,777 | 10,045,278 | (21,181,452) | 232,252,603 | |
| Caption | Balance as at 1 January 2011 Restated |
Increase | Decrease | Balance as at 31 March 2011 Restated |
| Accumulated impairment losses on investments (Note 10) | 4,413 | 78,737 | (169) | 82,981 |
| Accumulated impairment losses on trade account receivables and other debtors |
93,253,216 | 5,725,519 | (9,866,220) | 89,112,515 |
| Accumulated impairment losses on inventories | 35,596,931 | 1,293,664 | (2,243,855) | 34,646,740 |
| Non-current provisions | 62,636,516 | 2,393,117 | (3,365,282) | 61,664,351 |
| Current provisions | 1,598,055 | 700,000 | (40,006) | 2,258,049 |
| 193,089,131 | 10,191,037 | (15,515,532) | 187,764,636 |
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Technical provisions on reinsurance | 5,374,380 | 7,184,894 |
| Future liabilities relating to subsidiaries of retail sold in Brazil |
9,898,931 | 10,545,595 |
| Dismantling of telecommunication sites | 23,296,311 | 22,863,571 |
| Clients Guarantees | 21,077,615 | 21,089,854 |
| Judicial claims | 8,713,002 | 8,043,221 |
| Others | 21,283,247 | 23,576,009 |
| 89,643,486 | 93,303,144 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 March 2012 and 31 December 2011, major contingent liabilities were guarantees given and can be detailed as follows:
| 31 March 2012 | 31 December 2011 Restated |
|
|---|---|---|
| Guarantees given: | ||
| on tax claims | 324,145,043 | 324,515,879 |
| on judicial claims | 396,015 | 623,465 |
| on municipal claims | 6,577,244 | 6,582,372 |
| others | 61,613,918 | 47,245,424 |
| Guarantees provided in favor of subsidiaries (a) | 208,178,303 | 127,221,883 |
Companies of Retail segment provided guarantees to the tax authorities associated with processes relating to VAT, amounting to 148.6 million euro (148.6 million euro as at 31 December 2011), for which they were made or intends to submit their disputes. This processes is a understanding of Tax Administration that the Group should credit of Value Added Tax in respect of discounts given by suppliers and calculated based on values of purchases, the Tax Administration claims alleged match services to those entities, and the relative values for the regularization in debit in Value Added Tax in favour of the group related to loyalty programs discounts offer to customers.
The above mentioned Guarantees granted in favour of Subsidiaries, were granted by Sonae SGPS in favour of subsidiaries of Sonae Investimentos Holding. The most relevant tax claims refer to: i) 60 million euro as a result of a tax appeal presented by Sonae concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of the cost of acquisition of that investment, which is not in accordance with previous assessments of Tax Authorities; and II) the amount of 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses related to the sale and liquidation of a subsidiary of the Group.
The caption "Guarantees given on tax claims" include a granted guarantee on a tax claim of a Retail segment company in Brazil of approximately 27 million euro (65.6 million Brazilian real and the same amount at 31 December 2011), which is being judged by tax court, and the difference refers to accruals.
In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary company in Brazil, Sonae guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 March 2012, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (26 million euro) related to programmes for the Brazilian State of tax recovery, amount to near 39.3 million euro (39.3 million euro at 31 December 2011).
Furthermore, there are other tax lawsuits totalling 57.3 million euro (57.3 million euro at 31 December 2011) for which the Board of Directors, based on the lawyers' assessment, understands will not imply future losses to the old subsidiary.
For the year ended at 31 December 2010, a subsidiary from the Telecommunications Business segment was notified of the Report of Tax Inspection, where it considers that it is inappropriate the increase, when calculating the taxable profit for the year 2008, of the amount of 100 million euro, with respect to initial price of future credits transferred to securitization. The settlement note, was received on April 2011, and Sonae will challenge that decision. It's the Board of Directors understanding that there are strong arguments to obtain a favourable decision for the Group. For this reason, Sonae kept the recording of deferred tax assets associated with this operation.
As at 31 March 2012, there are outstanding balances with national operators, registered in the categories of customers and suppliers, amounting to 37.1 million euro and 29.9 million euro, respectively, as well as balances of "Other current assets" in the amount of 0.4 million euro, and "Provisions for other risks and charges" in the amount of 6.8 million euro, resulting from a dispute remained, essentially, with TMN-Mobile Telecommunications SA on the vagueness of the interconnection rates of 2001, with the respective income and expenses been recorded that year. The Company considered the financial statements fares penalize. First Instance in the judgment was entirely favourable to Optimus. The Court of Appeal, on appeal, dismissed again rejected the attempts of the TMN. However, TMN again appeal this decision now before the Supreme Court, which upheld the decision of the Court of Appeal, by a judgment has become final, dismissing the attempts of the TMN, thus concluding that the prices of interconnection year 2001 were not defined. The settlement of amounts outstanding will depend on the price that will be established.
No provision has been recognized on possible risks related with the events / disputes for which guarantees were granted as in accordance with its best knowledge it is the Board understanding that the resolution of those events / disputes will not lead to any liabilities to Sonae.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 31 March 2012 | 31 March 2011 Restated |
31 March 2012 | 31 March 2011 Restated |
|
| Parent Company | 37,450 | 40,724 | 73,379 | - | |
| Associated companies | 10,035,005 | 10,059,702 | 9,365,423 | 9,974,661 | |
| Other partners and Group companies | 14,868,593 | 16,101,716 | 4,559,450 | 5,075,018 | |
| 24,941,048 | 26,202,142 | 13,998,252 | 15,049,679 | ||
| Interest income | Interest expenses | ||||
| 31 March 2011 | 31 March 2011 | ||||
| Transactions | 31 March 2012 | Restated | 31 March 2012 | Restated | |
| Parent Company | - | - | 187,295 | 8,006 | |
| Associated companies | 166,104 | 150,376 | - | - | |
| Other partners and Group companies | - | - | 484,521 | 340,610 | |
| 166,104 | 150,376 | 671,816 | 348,616 |
| Accounts receivable | Accounts payable | |||
|---|---|---|---|---|
| Balances | 31 March 2012 | 31 December 2011 Restated |
31 March 2012 | 31 December 2011 Restated |
| Parent Company | 31,658 | 340,141 | 35,335,089 | - |
| Associated companies | 31,802,996 | 24,096,370 | 4,833,080 | 7,009,054 |
| Other partners and Group companies | 13,800,657 | 16,071,324 | 6,062,357 | 7,269,485 |
| 45,635,311 | 40,507,835 | 46,230,526 | 14,278,539 | |
| Loans | ||||
| Obtained | Granted | |||
| 31 December 2011 | 31 December 2011 | |||
| Balances | 31 March 2012 | Restated | 31 March 2012 | Restated |
| Associated companies | - | - | 14,482,813 | 13,479,019 |
| Other partners and Group companies | 35,938,565 | 35,938,565 | - | - |
| 35,938,565 | 35,938,565 | 14,482,813 | 13,479,019 |
The caption "Other partners in Group companies" includes Sonae Indústria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies and also other shareholders of affiliated companies or jointly controlled companies of Sonae, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Current tax | 5,634,479 | 9,097,565 |
| Deferred tax | (5,360,932) | (10,716,024) |
| 273,547 | (1,618,459) |
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
1,690,732 | 12,212,357 |
| Effect of dilutive potential shares Interest related to convertible bonds (net of tax) |
- - |
- - |
| Net profit taken into consideration to calculate diluted earnings per share |
1,690,732 | 12,212,357 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
1,873,159,249 | 1,873,159,249 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - |
| Outstanding shares related with share based payments | 17,923,600 | 12,543,343 |
| Shares related to performance bonus that can be bought at market price |
(9,748,438) | (6,555,066) |
| Weighted average number of shares used to calculate diluted earnings per share |
1,881,334,411 | 1,879,147,526 |
| Earnings per share | ||
| Basic | 0.000903 | 0.006520 |
| Diluted | 0.000899 | 0.006499 |
In the Shareholders Annual General Meeting held on 30 April 2012, the payment of a gross dividend of 0.0331 euro per share (0.0331 euro per share in 2011) corresponding to a total of 66,200,000 euro (66,200,000 euro in 2011) was approved.
As described with more detail in the Management Report the operating segments used by Sonae management are as follows:
| 31 March 2012 | Inter-segment income |
31 March 2011 Restated |
Inter-segment income |
|
|---|---|---|---|---|
| Turnover | ||||
| Sonae MC | 743,062,433 | (674,607) | 742,440,590 | (672,934) |
| Ex-Fuel | 743,062,433 | (674,607) | 735,759,867 | (672,934) |
| Fuel | - | - | 6,680,723 | - |
| Sonae SR | 272,593,818 | - | 276,271,820 | - |
| Sonae RP | 29,619,967 | (27,955,298) | 30,577,867 | (23,908,294) |
| Sonaecom | 202,451,513 | (3,826,584) | 215,831,965 | (3,476,919) |
| Investment management | 24,819,477 | (124,755) | 25,631,372 | (106,294) |
| Eliminations and adjustments | (31,947,245) | (40,000) | (26,402,226) | (285,834) |
| Total consolidated | 1,240,599,963 | (32,621,244) | 1,264,351,388 | (28,450,275) |
| Operational cash-flow (EBITDA) | ||||
| Sonae MC | 32,828,644 | 25,744,131 | ||
| Sonae SR | (12,494,655) | (11,576,864) | ||
| Sonae RP | 26,838,606 | 44,218,455 | ||
| Sonaecom | 60,310,270 | 55,419,249 | ||
| Investment management | 1,035,769 | 965,589 | ||
| Eliminations and adjustments | 5,914,715 | 5,573,741 | ||
| Total consolidated | 114,433,349 | 120,344,301 | ||
| Operational profit/(loss) (EBIT) | ||||
| Sonae MC | 11,957,610 | 1,070,004 | ||
| Sonae SR | (33,144,139) | (23,827,274) | ||
| Sonae RP | 19,250,258 | 36,476,941 | ||
| Sonaecom | 23,529,721 | 19,746,376 | ||
| Investment management | (1,069,235) | (1,042,167) | ||
| Eliminations and adjustments | 3,794,740 | 37,160 | ||
| Total consolidated | 24,318,955 | 32,461,040 |
| 31 March 2012 | 31 March 2011 Restated |
|
|---|---|---|
| Investment (CAPEX) | ||
| Sonae MC | 9,706,364 | 16,495,910 |
| Sonae SR | 5,043,427 | 17,092,743 |
| Sonae RP | 3,435,991 | 1,569,178 |
| Sonaecom | 25,600,000 | 23,550,711 |
| Investment management | 90,026 | 3,940,931 |
| Eliminations and adjustments (1) | 295,035 | 2,756,503 |
| Total consolidated | 44,170,843 | 65,405,976 |
| 31 March 2012 | 31 December 2011 | ||
|---|---|---|---|
| Restated | |||
| Invested capital | |||
| Sonae MC | 619,829,955 | 483,891,990 | |
| Sonae SR | 457,657,212 | 347,470,390 | |
| Sonae RP | 1,350,350,768 | 1,360,659,243 | |
| Sonaecom | 931,140,840 | 826,985,263 | |
| Investment management | 121,779,077 | 134,637,485 | |
| Eliminations and adjustments (1) | 453,964,376 | 509,760,563 | |
| Total consolidated | 3,934,722,228 | 3,663,404,934 | |
| Total net debt (2) | |||
| Retail businesses | 1,218,971,567 | 969,003,213 | |
| Sonaecom | 390,800,000 | 309,547,000 | |
| Investment management | 93,182,158 | 100,037,769 | |
| Holding (1) | 592,998,456 | 584,425,797 | |
| Total consolidated | 2,295,952,181 | 1,963,013,779 |
(1) Includes Sonae Individual accounts;
(2) Includes shareholders loans;
| Turnover | Operational cash-flow (EBITDA) | Operational profit/(loss) (EBIT) | ||||
|---|---|---|---|---|---|---|
| 31 March 2012 | 31 March 2011 Restated |
31 March 2012 | 31 March 2011 Restated |
31 March 2012 | 31 March 2011 Restated |
|
| Inter-segment income | (32,621,244) | (28,450,275) | 1,308,573 | 789,847 | 4,882,125 | 691,512 |
| Adjustment on telecommunications provisions (3) | - | - | 5,651,781 | 5,396,762 | - | - |
| Others | 673,999 | 2,048,049 | (1,045,639) | (612,868) | (1,087,385) | (654,352) |
| Eliminations and adjustments | (31,947,245) | (26,402,226) | 5,914,715 | 5,573,741 | 3,794,740 | 37,160 |
(3) The sub-holding considers provisions as EBITDA.
| Investment | Invested capital | |||
|---|---|---|---|---|
| 31 March 2012 | 31 March 2011 Restated |
31 March 2012 | 31 December 2011 Restated |
|
| Inter-segment balances | 775,333 | 2,750,143 | 105,288,675 | 52,339,653 |
| Dividends | - | - | (66,187,813) | - |
| Investments accounting for the equity method | - | - | 507,518,615 | 512,798,442 |
| Cash settled equity swap (4) | - | - | (58,219,905) | (55,936,771) |
| Others | (480,298) | 6,360 | (34,435,196) | 559,239 |
| Eliminations and adjustments | 295,035 | 2,756,503 | 453,964,376 | 509,760,563 |
(4) Financial Instrument reported in Note 18.
Invested capital = Gross real estate assets + other fixed assets (including Goodwill) - amortisations and impairment losses + financial investments + working capital (includes non-current assets and non-current liabilities excluding total net debt); all figures at book value with the exception of Shopping Centres building block;
Total Net debt = Bonds + bank loans + other loans + shareholders loans + finance leases + derivatives - cash, bank deposits and current investments-other long term applications;
EBITDA = Turnover + other revenues + negative Goodwill – reversion of impairment losses – operational costs - Provisions for warranty extensions + profit/losses on disposals of subsidiaries;
Eliminations and adjustments = Inter-segment + consolidation adjustments + contribution of companies not included in the segments;
CAPEX = Investments in tangible and intangible assets, investment properties and acquisitions of subsidiaries; less amounts generated over assets disposals;
Under the agreed terms resulting from the grant of the UMTS License, Optimus – Comunicações, S.A. assumed commitments in the area of promotion of the Information Society, totalling 274 million euro, to be complied with up to the end of the licence period (2015)
In accordance with the Agreement established on 5 June 2007 with the Ministry of Public Works, Transports and Communications ("MOPTC"), a part of those commitments, up to 159 million euro, will be accomplished through its own projects as contributions to qualifying Information Society and incurred in the normal activity of Sonaecom - Communications Services (investment and networking technology that does not derive from the need for compliance with obligations relating to the allocation of the UMTS license and research activities, development and promotion services, content and applications), which must be recognized by MOPTC and entities set up especially for this purpose. As at 31 March 2012, the total amount was already incurred and validated by the above referred entities, so at this date there are no additional responsibilities related to these commitments. These charges were recorded in the financial statements at the moment the projects were carried out and the estimated costs became known.
The remaining commitments, up to the amount of around 116 million euro, will be fulfilled as agreed between Optimus – Comunicações, S.A.and MOPTC, through contributions to the "Iniciativas E" project (offer of modems, discounted rates, cash contributions, among others, relating to the widespread use of broadband internet by students and teachers), those e contributions being made through Information Society Fund ("Fundo para a Sociedade de Informação") now known as the "Fundação para as Comunicações Móveis" (Foundation for Mobile Communications), to be created by the three mobile operators operating in Portugal. The responsibilities were recorded, at 31 December 2010, as an added cost of the UMTS license, against an entry in the captions 'Other non-current liabilities' and 'Other current liabilities'. As at 31 March 2012 these responsibilities were all recorded in the financial statements.
At 31 March 2012 and 2011, the caption "Patents and other similar rights", of intangible assets includes the amount of 92.3 and 98.6 million euro, that correspond to the present value of the estimated responsibility with "Iniciativas E" program, recorded in June 2008 and updated September 2009 and December 2011.
From 29th of March to 20th of April, Sonae has purchased, through the Euronext Lisbon Stock Exchange, 5,999,276 own shares which represent approximately 0.3 % of its share capital, for the purpose of fulfilling its undertakings towards Sonae's employees and senior executives under the Medium Term Incentive Plan, as approved at the Shareholders' General Meeting.
As at 27th of April, 2012, Sonae has transferred 5,631,103 shares out of which 3,943,231 for free, by transactions executed with Sonae's employees and senior executives. Following the transactions mentioned
above, Sonae – SGPS, SA is the holder of 368,173 own shares, representing approximately 0.02 % of its share capital.
As at 30th of April, 2012, Sonae Investimentos, SGPS, SA, has issued a bond loan by private subscription, amounting to 170,000,000 euro, unsecured and repayable until 2017.
As at May 2nd, 2012, Sonae announced that it has completed the refinancing of credit facilities amounting to 500 million euro. This operation, together with the facilities already negotiated in 2011, enabled Sonae to complete the refinancing program of its medium and long term credit facilities maturing in 2012, as well as to partially ensure the refinancing of debt that mature in 2013 and 2014.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 22 May 2012.
The Board of Directors
Belmiro Mendes de Azevedo
Álvaro Carmona e Costa Portela
Álvaro Cuervo Garcia
Bernd Bothe
Christine Cross
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
Condensed individual financial statements
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| ASSETS | Notes | 31.March.2012 | 31.March.2011 | 31.December.2011 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 198,825 | 217,313 | 208,831 | |
| Intangible assets | 63,118 | 106,992 | 77,138 | |
| Investments in affiliated companies | 4 | 3,567,486,983 | 3,165,069,672 | 3,561,020,983 |
| Other investments | 5 | 32,689,926 | 58,884,880 | 42,214,426 |
| Other non-current assets | 6 | 393,745,945 | 807,309,667 | 393,745,945 |
| Total non-current assets | 3,994,184,797 | 4,031,588,524 | 3,997,267,323 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 7 | 53,801,263 | 59,329,898 | 15,642,899 |
| Cash and cash equivalents | 8 | 461,185 | 80,276 | 75,589 |
| Total current assets | 54,262,448 | 59,410,174 | 15,718,488 | |
| TOTAL ASSETS | 4,048,447,245 | 4,090,998,698 | 4,012,985,811 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 9 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Treasury shares | (459,494) | - | - | |
| Reserves and retained earnings | 1,308,004,189 | 1,460,330,162 | 1,431,187,025 | |
| Profit for the period | 26,885,044 | 16,390,956 | (63,517,229) | |
| TOTAL EQUITY | 3,334,429,739 | 3,476,721,118 | 3,367,669,796 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 1 0 |
409,723,561 | 505,934,019 | 509,005,437 |
| Total non-current liabilities | 409,723,561 | 505,934,019 | 509,005,437 | |
| CURRENT LIABILITIES: | ||||
| Loans | 1 0 |
192,836,599 | 35,004,879 | 90,600,000 |
| Trade creditors and other current liabilities | 1 1 |
111,457,346 | 73,338,682 | 45,710,578 |
| Total current liabilities | 304,293,945 | 108,343,561 | 136,310,578 | |
| TOTAL EQUITY AND LIABILITIES | 4,048,447,245 | 4,090,998,698 | 4,012,985,811 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| Notes | 31.March.2012 | 31.March.2011 | |
|---|---|---|---|
| Services rendered | 118,170 | 101,150 | |
| Gains or losses on investments | 14 | 26,812,161 | 11,942,709 |
| Financial income | 7,857,592 | 11,135,014 | |
| Other income | 937,769 | 333,696 | |
| External supplies and services | (613,822) | (547,608) | |
| Staff costs | (591,100) | (513,819) | |
| Depreciation and amortisation | (26,870) | (25,806) | |
| Financial expense | (6,917,271) | (5,511,999) | |
| Other expenses | (688,385) | (389,381) | |
| Profit/(Loss) before taxation | 26,888,244 | 16,523,956 | |
| Taxation | (3,200) | (133,000) | |
| Profit/(Loss) after taxation | 26,885,044 | 16,390,956 | |
| Profit/(Loss) per share | |||
| Basic | 15 | 0.013443 | 0.008195 |
| Diluted | 15 | 0.013434 | 0.008193 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| 31.March.2012 | 31.March.2011 | |
|---|---|---|
| Net Profit / (Loss) for the period | 26,885,044 | 16,390,956 |
| Changes on fair value of available-for-sale financial assets | 6,466,000 | (12,473,538) |
| Changes in hedge and fair value reserves | (25,087) | 5,621,171 |
| Other comprehensive income for the period | 6,440,913 | (6,852,367) |
| Total comprehensive income for the period | 33,325,957 | 9,538,589 |
The accompanying notes are part of these condensed individual financial statements.
| Reserves and retained earnings | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Legal reserve | Fair value reserve Hedging reserve | Other reserves and retained earnings |
Total reserves and retained earnings |
Net profit/(loss) | Total | ||
| Balance as at 1 January 2011 | 2,000,000,000 | - | 167,816,034 | 612,472,662 | (7,662,771) | 374,517,476 | 1,147,143,401 | 386,432,293 | 3,533,575,694 |
| Total comprehensive income for the period | - | - | - | (12,473,538) | 5,621,171 | - | (6,852,367) | 16,390,956 | 9,538,589 |
| Appropriation of profit of 2010: | |||||||||
| Transfer to legal reserves and retained earnings | - | - | 19,321,614 | - | - | 300,910,679 | 320,232,293 | (320,232,293) | - |
| Dividends distributed | - | - | - | - | - | - | - | (66,200,000) | (66,200,000) |
| Purchase of treasury shares Share based payments |
- - |
(289,862) 289,862 |
- - |
- - |
- - |
- (193,165) |
- (193,165) |
- - |
(289,862) 96,697 |
| Balance as at 31 March 2011 | 2,000,000,000 | - | 187,137,648 | 599,999,124 | (2,041,600) | 675,234,990 | 1,460,330,162 | 16,390,956 | 3,476,721,118 |
| Balance as at 1 January 2012 | 2,000,000,000 | - | 187,137,648 | 573,554,460 | (5,030,164) | 675,525,081 | 1,431,187,025 | (63,517,229) | 3,367,669,796 |
| Total comprehensive income for the period | - | - | - | 6,466,000 | (25,087) | - | 6,440,913 | 26,885,044 | 33,325,957 |
| Appropriation of net loss of 2011: | |||||||||
| Transfer to legal reserves and retained earnings | - | - | - | - | - | (63,517,229) | (63,517,229) | 63,517,229 | - |
| Dividends distributed | - | - | - | - | - | (66,187,813) | (66,187,813) | - | (66,187,813) |
| Purchase of treasury shares | - | (459,494) | - | - | - | - | - | - | (459,494) |
| Share based payments | - | - | - | - | - | 81,293 | 81,293 | - | 81,293 |
| Balance as at 31 March 2012 | 2,000,000,000 | (459,494) | 187,137,648 | 580,020,460 | (5,055,251) | 545,901,332 | 1,308,004,189 | 26,885,044 | 3,334,429,739 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Notes | 31.March.2012 | 31.March.2011 | |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Net cash flow from operating activities (1) | (4,007,238) | (1,511,916) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 8,611,500 | 4,745,000 | |
| Tangible and intangible assets | - | 2,006 | |
| Interest and similar income | 521,345 | 6,158,393 | |
| Loans granted | 588,120 | 349,876,029 | |
| 9,720,965 | 360,781,428 | ||
| Cash Payments arising from: | |||
| Tangible and intangible assets | (2,842) | (6,241) | |
| Loans granted | (469,000) | (330,323,000) | |
| (471,842) | (330,329,241) | ||
| Net cash used in investment activities (2) | 9,249,123 | 30,452,187 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 426,442,880 | 357,018,000 | |
| 426,442,880 | 357,018,000 | ||
| Cash Payments arising from: | |||
| Loans obtained | (427,836,611) | (383,423,000) | |
| Interest and similar charges | (3,519,532) | (2,755,634) | |
| Dividends | - | (11,370) | |
| (431,356,143) | (386,190,004) | ||
| Net cash used in financing activities (3) | (4,913,263) | (29,172,004) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 328,622 | (231,733) | |
| Cash and cash equivalents at the beginning of the period | 75,589 | 307,130 | |
| Cash and cash equivalents at the end of the period | 8 | 404,211 | 75,397 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed individual financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
(Amounts expressed in euro)
SONAE, SGPS, SA ("Sonae Holding"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2011.
As at 31 March 2012 and 31 December 2011 the company held investments in the following affiliated companies:
| 31.March.2012 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Carrying amount |
Acquisition cost |
Fair value reserve |
||
| Sonae Investimentos SGPS, SA (a) | 76.86% | 1,893,270,729 | 1,416,192,180 | 477,078,549 | ||
| Sonae Sierra SGPS, SA (b) | 50.00% | 592,915,500 | 490,113,339 | 102,802,161 | ||
| Sonaecom, SGPS, SA | 0.18% | 789,750 | 650,000 | 139,750 | ||
| Sontel BV | 42.86% | 405,641,099 | 405,641,099 | - | ||
| Sonae Investments BV | 100.00% | 835,700,000 | 835,700,000 | - | ||
| Others | - | 4,669,905 | 4,669,905 | - | ||
| Impairment | (165,500,000) | - | - | |||
| Total | 3,567,486,983 | 3,152,966,523 | 580,020,460 |
| 31.December.2011 | |||||
|---|---|---|---|---|---|
| Company | % Held | Carrying amount |
Acquisition cost |
Fair value reserve |
|
| Sonae Investimentos SGPS, SA (a) | 76.86% | 1,893,270,729 | 1,416,192,180 | 477,078,549 | |
| Sonae Sierra SGPS, SA (b) | 50.00% | 586,449,500 | 490,113,339 | 96,336,161 | |
| Sonaecom, SGPS, SA | 0.18% | 789,750 | 650,000 | 139,750 | |
| Sontel BV | 42.86% | 405,641,099 | 405,641,099 | - | |
| Sonae Investments BV | 100.00% | 835,700,000 | 835,700,000 | - | |
| Others | - | 4,669,905 | 4,669,905 | - | |
| Impairment | (165,500,000) | - | - | ||
| Total | 3,561,020,983 | 3,152,966,523 | 573,554,460 |
As at 31 March 2012 and 31 December 2011 other investments are as follows:
| 31.March.2012 | 31.December.2011 | |||
|---|---|---|---|---|
| Carrying amount | Acquisition cost | Carrying amount | Acquisition cost | |
| Magma No. 1 Securitisation Notes | 32,637,500 | 32,637,500 | 37,680,000 | 37,680,000 |
| Sonae Capital, SGPS, SA | - | - | 6,972,000 | 6,972,000 |
| Others | 52,426 | 52,426 | 52,426 | 52,426 |
| Impairment | - | - | (2,490,000) | - |
| Total | 32,689,926 | 32,689,926 | 42,214,426 | 44,704,426 |
During the first quarter 2012 the Company sold the interest in Sonae Capital, SGPS, SA for the amount of 3,569,000 euro.
As at 31 March 2012 and 31 December 2011 other non-current assets are detailed as follows:
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| Loans granted to group companies | 393,745,945 | 393,745,945 |
This caption includes the amount of 347,400,000 euro of a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos, SGPS, SA at market conditions. This loan was fully subscribed and paid by Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each, bearing fixed interest rate with full reimbursement in the end of the period.
The fair value of the bonds related to this loan as at 31 March 2012, is 40,188 euro (40,000 euro as at 31 December 2011) per bond, according with a valuation made by the use of discounted cash flow models. There is no evidence of impairment of this loan.
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| Trade accounts receivable | 365 | 503,725 |
| Group companies | 43,954,793 | 12,501,941 |
| Taxes and contributions receivable | 661,920 | 798,587 |
| Accrued income and prepayments | 8,662,407 | 431,397 |
| Others | 521,778 | 1,407,249 |
| Total | 53,801,263 | 15,642,899 |
The caption "Accrued income and prepayments" mainly includes receivables relating to interests from loans granted to group companies (Note 6).
As at 31 March 2012 and 31 December 2011 cash and cash equivalents are detailed as follows:
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| Cash at hand | 89 | 89 |
| Bank deposits | 461,096 | 75,500 |
| Cash and cash equivalents on the balance sheet | 461,185 | 75,589 |
| Bank overdrafts | 56,974 | - |
| Cash and cash equivalents on the cash flow statement |
404,211 | 75,589 |
As at 31 March 2012 and 31 December 2011 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.
As at 31 March 2012 and 31 December 2011 this caption included the following loans:
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| Nominal value of bonds | 400,000,000 | 500,000,000 |
| Up-front fees not yet charged to income statement | (1,470,118) | (2,002,352) |
| Bonds | 398,529,882 | 497,997,648 |
| Derivatives | 11,193,679 | 11,007,789 |
| Non-current loans | 409,723,561 | 509,005,437 |
| Nominal value of bonds | 100,000,000 | - |
| Up-front fees not yet charged to income statement | (320,375) | - |
| Bonds | 99,679,625 | - |
| Commercial paper | 93,100,000 | 90,600,000 |
| Bank overdrafts | 56,974 | - |
| Current loans | 192,836,599 | 90,600,000 |
Bonds Sonae 2007/2014 amounting to 150,000,000 euro, repayable after 7 years, in one installment, on 11 April 2014. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th and 12th coupons.
Bonds Sonae 2010/2015 amounting to 250,000,000 euro, repayable after 5 years, in one installment, on 16 April 2015. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.
Bonds Sonae / 05 amounting to 100,000,000 euro, repayable after 8 years, in one installment, on 31 March 2013. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.
Commercial paper - Program of issuance of short-term commercial paper, by private subscription, released on August 23, 2004, valid for a period of 10 years with an extension possibility by Company's initiative, with a maximum of 350,000,000 euro.
The above mentioned loans are unsecured and its estimated fair value is considered to be near its carrying amount, as they bear interests at variable market rates.
Interest rate as at 31 March 2012 of the bonds and bank loan was, on average, 3.22% (3.37% as at 31 December 2011).
Maturity of Borrowings
As at 31 March 2012 and 31 December 2011 the analysis of the maturity of loans is as follows:
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| N+1 | 193,156,974 | 90,600,000 |
| N+2 | 150,000,000 | 100,000,000 |
| N+3 | 250,000,000 | 150,000,000 |
| N+4 | - | 250,000,000 |
| N+5 | - | - |
As at 31 March 2012 and 31 December 2011, trade creditors and other current liabilities are detailed as follows:
| 31.March.2012 | 31.December.2011 | |
|---|---|---|
| Trade creditors | 673,876 | 662,785 |
| Group companies | 36,266,268 | 40,160,000 |
| Taxes and contributions payable | 485,127 | 555,382 |
| Accrued expenses | 7,381,767 | 4,179,091 |
| Shareholders | 66,256,906 | 69,093 |
| Others | 393,402 | 84,227 |
| Total | 111,457,346 | 45,710,578 |
| 31.March.2012 | 31.December.2011 |
|---|---|
| 35,296,603 | 92,283 |
| 145,256 | 145,256 |
| a) 230,569,501 |
130,066,153 |
a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.
Transactions and balances with related parties are detailed as follows:
| Transactions | 31.March.2012 | 31.March.2011 |
|---|---|---|
| Group companies | 976,956 | 44,178 |
| Jointly controlled companies | 53,170 | 51,150 |
| Other partners in group companies | 25,000 | 25,000 |
| Services rendered and other income | 1,055,126 | 120,328 |
| Group companies | 277,862 | 280,394 |
| Jointly controlled companies | - | 6,966 |
| Other partners in group companies | 97,162 | 13,707 |
| Purchases and services obtained | 375,024 | 301,067 |
| Group companies | 7,390,308 | 10,493,351 |
| Interest income | 7,390,308 | 10,493,351 |
| Group companies | 439,633 | 55,168 |
| Other partners in group companies | 187,295 | 8,006 |
| Interest expenses | 626,928 | 63,174 |
| Group companies | 17,158,111 | 75,099 |
| Jointly controlled companies | 10,567,050 | 11,867,610 |
| Dividend income (Note 14) | 27,725,161 | 11,942,709 |
| Other partners in group companies | 3,569,000 | - |
| Disposal of investments | 3,569,000 | - |
| Balance | 31.March.2012 | 31.December.2011 |
| Group companies | 29,831,183 | 2,248,938 |
| Jointly controlled companies | 11,920,780 | 12,094,116 |
| Other partners in group companies | 25,028 | 109,053 |
| Accounts receivable | 41,776,991 | 14,452,107 |
| Group companies | 923,369 | 657,699 |
| Other partners in group companies | 35,023,938 | 27,466 |
| Accounts payable | 35,947,307 | 685,165 |
| Group companies | 393,745,945 | 393,865,065 |
| Loans granted | 393,745,945 | 393,865,065 |
| Group companies | 36,266,268 | 40,160,000 |
| Loans obtained | 36,266,268 | 40,160,000 |
All Sonae, SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA, subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA are also considered related parties.
As at 31 March 2012 and 31 March 2011, investment income can be detailed as follows:
| 31.March.2012 | 31.March.2011 | |
|---|---|---|
| Dividends | 27,725,161 | 11,942,709 |
| Gains / (losses) on sale investments | (913,000) | - |
| 26,812,161 | 11,942,709 |
The dividends mentioned above were distributed by the affiliates Sonae Investimentos, SGPS, SA (17,079,574 euro), Sonaegest, SA (78,537 euro) and Sonae Sierra, SGPS, SA (10,567,050 euro).
Earnings per share for the period were calculated taking into consideration the following amounts:
| 31.March.2012 | 31.March.2011 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
26,885,044 | 16,390,956 |
| Effect of dilutive potential shares | - | - |
| Interests related to convertible bonds (net of tax) | - | - |
| Net profit taken into consideration to calculate diluted earnings per share: |
26,885,044 | 16,390,956 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings |
2,000,000,000 | 2,000,000,000 |
| Effect of dilutive potential ordinary shares from convertible bonds |
- | - |
| Outstanting shares related with deferred performance bonus |
2,243,632 | 1,407,223 |
| Number of shares that could be acquired at average market price |
(1,009,206) | (764,370) |
| Weighted average number of shares used to calculate diluted earnings per share |
2,001,234,426 | 2,000,642,853 |
| Profit/(Loss) per share | ||
| Basic | 0.013443 | 0.008195 |
| Diluted | 0.013434 | 0.008193 |
The 2011 loss appropriation has been approved in the General Meeting of Shareholders held on 30 April 2012. A resolution was taken to distribute free reserves to shareholders in the amount of 66,200,000 euro (paying a gross dividend per share of 0.0331 euro) less the total amount of free reserves to be distributed to shares that may eventually be acquired by the Company or by any of its subsidiaries up to the distribution date. The amount to be paid is already considered in these financial statements.
Between 29 March 2012 and 20 April 2012, Sonae acquired, through the Euronext Lisbon Stock Exchange, 5,999,276 own shares, representing, approximately, 0.3% of its share capital, for the purpose of fulfilling its undertakings towards Sonae's employees and senior executives under the Medium Term Incentive Plan, as approved at the Shareholders' General Meeting.
Sonae transferred to its employees and senior executives on the 27th April 2012, 5,631,103 shares, out of which 3,943,231 at no cost by transaction executed over the counter.
Following the transactions referred to above, Sonae owns 368,173 own shares, representing, approximately 0.02% of its share capital.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 22 May 2012.
Decree-Law nr 318/94 art 5 nr 4
During the period ended as at 31 March 2012 no shareholders' loan contracts were signed.
During the period ended 31 March 2012 short-term loan contracts were entered into with the following companies:
Efanor Investimentos, SGPS, SA
Sonae Investimentos, SGPS, SA
Sonaecenter Serviços, SA
Sonaecom, SGPS, SA
As at 31 March 2012 amounts owed by affiliated undertakings can be summarized as follows:
| Closing Balance | |
|---|---|
| Sonae Investments, BV | 45,560,933 |
| Sontel, BV | 785,012 |
| Total | 46,345,945 |
As at 31 March 2012 amounts owed from affiliated undertakings can be summarized as follows:
| Closing Balance | |
|---|---|
| Sonae Investments, BV | 36,195,388 |
| Sonaecenter Serviços, SA | 70,880 |
| Total | 36,266,268 |
The Board of Directors
Belmiro Mendes de Azevedo
Álvaro Carmona e Costa Portela
Álvaro Cuervo Garcia
Bernd Bothe
Christine Cross
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forwardlooking statements are statements that should be regarded as historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available at Sonae's institutional website www.sonae.pt
António Castro Head of Investor Relations [email protected] Tel.: + 351 22 010 4794
Catarina Oliveira Fernandes Head of Communication, Brand and Corporate Responsibility [email protected] Tel: + 351 22 010 4775
Rita Barrocas External Communication [email protected] Tel: + 351 22 010 4745
Sonae Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.: +351 229487522 Fax: +351 229404634
SONAE is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SONPL.
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