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Ibersol

Interim / Quarterly Report Aug 31, 2011

1932_ir_2011-08-31_1690dc5f-d2c9-4553-906e-721b6f0e0a6b.pdf

Interim / Quarterly Report

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IBERSOL – SGPS, SA

Publicly Listed Company

Head office: Praça do Bom Sucesso 105/159, 9º andar, Porto Sahre Capital: Euro 20.000.000 Commercial Registry: Oporto under the number 501669477 Fiscal Number: 501 669 477

RESULTS -1st Half 2011

  • Consolidated turnover of 93.4 million euro Decrease of 7.5% over the first half of 2010
  • Consolidated EBITDA reached 10.2 million euro. YoY EBITDA in 2011 decreased by 24.5%
  • Consolidated net profit of 3.5 million euro Decrease of 36.2% over the first half of 2010

ACTIVITY REPORT

Activity

The consolidated turnover in the 1st half of 2011 amounted to 93.4 million euros which compares with 101.0 million euros in the same period of 2010.

The European sovereign debt crisis and the austerity plans to rebalance the economy and public finances in Portugal and Spain have conditioned negatively the activity of the first semester.

In this environment, with a strong fall in private consumption, Ibersol decreased turnover of 7.5%.

It should be added that in 2010 several brands of the Group attended the Rock in Rio in Lisbon which contributed with a sales volume of around 1.1 million euros. If we did not consider the effect of this event the decrease in turnover will be of 6.5%.

Sales decreased by 7.3% and the contributions by markets and concepts were as follows:

SALES Euro million % Ch.
11/10
Pizza Hut 28,85 -3,8%
Pans/Bocatta 9,98 -2,5%
KFC 4,47 6,7%
Burger King 10,40 -5,4%
Pasta Caffé (Portugal) 3,12 -5,8%
O`Kilo 1,97 -18,6%
Quiosques 1,24 -8,8%
Cafetarias 2,70 -19,6%
Flor d`Oliveira 0,20 -13,1%
Catering (SeO e SCC) 2,50 -20,0%
Concessions & Other 3,80 -4,4%
Portugal 69,22 -5,4%
Pizza Móvil 6,74 -9,2%
Pasta Caffé (Spain) 0,74 -27,5%
Burger King Spain 14,74 -7,6%
Spain 22,22 -8,9%
Total without RiR 2010 91,44 -6,3%
Total Sales of Restaurants 91,44 -7,3%

The very negative behavior of the market in May, sales in shoppings fell more than 10%, reduced the positive calendar effect of the second quarter. Consequently, sales in the second quarter showed a similar reduction as the first quarter.

The sales performance is summarized as follows:

• KFC maintained the growth of the last two years and was the only brand with sales growth.

• Pizza Hut in the second quarter invested in a marketing campaign to launch a new product - Crown Pizza - having recovered sales in that period to a level similar of 2010, reversing the negative trend of the first quarter.

• Pans had been recovering gradually her market share, and the second quarter sales are equal to the sales of same period of 2010.

• Burger King, after several years of great growth, sales had performed near the market evolution and the first semester ended with a decrease of more than 5%.

• The Pasta Caffé performed in line with the malls sales.

• O´Kilo continues to show competitive difficulties and this semester sales dropped like-for-like 15%.

• The concepts operating in concession areas after the start of toll at the ex-SCUTs no longer recovered and accumulated the effect of the general downturn in traffic. The average loss of sales reached 20% , while units in motorways ex-SCUTS decreased more than 30%.

• Particularly affected by the crisis in Portugal the catering business recorded losses in turnover by 20%, reflecting an identical number of events but with cheaper types.

• In Spain delays the reversal of the negative trend. However Pizza Movil in the second quarter slowed the rate of loss, result of more effective promotion.

Continuing the policy of renewal contracts of rents - non-renewal if the conditions are not adjusted to the reality of traffic - five units were closed during the first six months of the year.

On the other hand, considering the market opportunity to the shopping malls opened in 2011 - Forum Sintra and Acqua Portimão - five openings were carried out in Portugal. In Spain for a better area coverage, Pizza Móvil opened one unit.

At the end of the semester the number of units amounted to 427, as is explained in the table below:

Nº of Stores 2010 2011 2011
31-Dec Openings Closings 30-Jun
PORTUGAL 322 5 4 323
Own Stores 321 5 4 322
Pizza Hut 99 2 1 100
Okilo 17 1 16
Pans 60 2 2 60
Burger King 38 38
KFC 17 1 18
Pasta Caffé 17 17
Quiosques 11 11
Flor d`Oliveira 1 1
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 5 5
Concessions & Other 21 21
Franchise Stores 1 1
SPAIN 104 1 1 104
Own Stores 81 1 1 81
Pizza Móvil 43 1 44
Pasta Caffé 5 1 4
Burger King 33 33
Franchise Stores 23 0 0 23
Pizza Móvil 23 23
Pasta Caffé 0 0
Total Own stores 402 6 5 403
Total Franchise stores 24 0 0 24
TOTAL 426 6 5 427

Results

Consolidated net profit of the first six months reached 3.5 million euro, 36% below when compared with the first half of 2010.

In general, the transfer of sales from eat-in service restaurants to the counters and a more aggressive sales prices policy, led to an increase of cost of sales and gross margin reduced to 77.5% (1H10: 78, 2%). The gross margin has been falling during all the last year and in this quarter had stabilized to the previous quarter.

A lower activity required an improvement on the costs that resulted at the end of the semester:

  • reduction in personnel costs of 3.9%, which now represent 34.9% of turnover (10 1st half: 33.6%);

  • Reduction in supplies and services by 8.4%, which now represent 32.8% of turnover, less than 30 bp when compared of same period of 2010, corresponding to a high operational effort to rationalize given the high rigidity of some fixed costs.

The steep decline in sales in the first six months had a strong impact on profitability and EBITDA amounted to EUR 10.2 million, representing a decrease of 25% over the same period of 2010.

The EBITDA margin stood at 10.9% of turnover compared with 13.4% in the first half of 2010, reflecting the inability of the costs adjustments to the new reality of sales. However, there is a positive quarterly trend is that the EBITDA margin of 10.6% in the first quarter rose to 11.2% in the second quarter.

The consolidated EBIT margin dropped to 5.8% of turnover, corresponding to an operating profit of 5.5 million euros.

The consolidated financial results that were negative in 570 thousand EUR – a reduction of around 170,000 euros compared with the value that occurred in the first half of 2010 – and despite the increase in the average cost of funds, which stood at 3.3%, the lower level of loans and the rising rates of cash applications allowed an improved net financial results.

Balance Sheet

Total Assets amounted to about 230 million and shareholders' equity stood at 112 million euros, representing about 49% of Net Assets.

The cash flow generated from 8.2 million allowed to finance the total CAPEX and reduce debt levels.

The CAPEX to implement the expansion program amounted to EUR 6.5 million. The funds required for the development project in Angola amounted to 430 thousand euros and are recognized in the financial investments.

The net debt decreased by about 4.2 million and in June 30, 2010 amounted to about 28 million.

Own Shares

During the first semester the company not acquired or sold company shares. On 30 June 2011 the company held 2,000,000 shares (10% of the capital), with a face value of 1€ each, for an overall acquisition value of 11,179,644 euros, corresponding an average price per share 5.59 euro.

Outlook

The crisis in the United States, the issues surrounding sovereign debt of European countries and a slowdown of global economic reinforces the uncertainty about the depth of the recessionary effects on the economy of the countries where we operate.

We forecast a weakening of household consumption, namely in food services expenditures, which should drop, at least, at the same levels in first half.

Consequently, we expected that sales of the Group will evolve poorly as market, with slight gains of market share by the high notoriety of some brands and vulnerability of some competitors face the difficulties of a recessionary market and lower funding available to companies.

We will continue with aggressive pricing to compensate a decrease in margin with volume. On the other hand, we will continue the plan of adjustments costs and the effect of dilution in the 3rd and 4th quarters will allow a partial recovery of margin.

As a result of the postponement of inauguration the new shopping mall in Braga to the next year we expect no more openings for this year.

By the end of the year the refurbishment program has been reduced selectively, keeping the purpose of modernizing some of the most worn units as soon as conditions permit.

In Angola, after obtaining permission to build the first unit, the construction phase started in order to achieve its opening early next year.

Subsequent Events

Up to 30 June 2011 no significant events have occurred that need to be mentioned.

Porto, 29th August 2010

The Board of Directors,

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ António Alberto Guerra Leal Teixeira

______________________________ Juan Carlos Vázquez-Dodero

Declaration of conformity

In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code we hereby declare that as far as is known:

  • (i) the consolidated financial statements of Ibersol SGPS, SA, referring to the first semester, were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, S.A., and the companies included in the consolidation perimeter; and
  • (ii) the interim management includes a fair review of the important events that have occurred in the first six months of this year and the impact on the financial statements, together with a description of the main risks and uncertainties for the remaining six months.

Porto, 29 August 2011

António Carlos Vaz Pinto Sousa Chairman of Board Directors António Alberto Guerra Leal Teixeira Member of Board Directors Juan Carlos Vásquez-Dodero Member of Board Directors

Qualified Shareholdings

Shareholders nº shares % share capital
ATPSII - SGPS, S.A. (*)
ATPS-SGPS, SA 786.432 3,93%
I.E.S.-Indústria, Engenharia e Serviços, SGPS,S.A. 9.998.000 49,99%
António Alberto Guerra Leal Teixeira 1.400 0,01%
António Carlos Vaz Pinto Sousa 1.400 0,01%
Total attributable 10.787.232 53,94%
Banco BPI, S.A.
Fundo Pensões Banco BPI 400.000 2,00%
Total attributable 400.000 2,00%
Kabouter Management LLC
Kabouter Fund II 390.000 1,95%
Talon International 32.000 0,16%
Total attributable 422.000 2,11%
Bestinver Gestion
BESTINVER BOLSA, F.I. 971.535 4,86%
BESTINFOND F.I. 906.958 4,53%
BESTINVER GLOBAL, FP 243.760 1,22%
BESTINVER MIXTO, F.I. 158.191 0,79%
SOIXA SICAV 171.763 0,86%
BESTINVER AHORRO, F.P. 137.598 0,69%
BESTINVER BESTVALUE SICAV 151.271 0,76%
TEXRENTA INVERSIONES SICAV 46.915 0,23%
BESTINVER VALUE INVESTOR SICAV 41.347 0,21%
DIVALSA DE INVERSIONES SICAV, SA 7.618 0,04%
BESTINVER EMPLEO FP 5.344 0,03%
LINKER INVERSIONES, SICAV, SA 4.571 0,02%
SUMEQUE CAPITAL,SIVAC 2.228 0,01%
Total attributable 2.849.099 14,25%
The Goldman Sachs Group, Inc
Directamente 21.285 0,11%
Goldman,, Sachs &Co 402.000 2,01%
Total attributable 423.285 2,12%
Norges Bank
Directamente 887.114 4,44%
FMR LLC
Fidelity Managemment & Research Company 400.000 2,00%

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

(*) company held by the Board Directors António Pinto de Sousa and Alberto Teixeira, 50% each

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

shares
av pr
shares
av pr
António Alberto Guerra Leal Teixeira
ATPS II- S.G.P.S., SA
(1)
ATPS- S.G.P.S., SA
(2)
Ibersol SGPS, SA
António Carlos Vaz Pinto Sousa
ATPS II- S.G.P.S., SA
(1)
ATPS- S.G.P.S., SA
(2)
Ibersol SGPS, SA
Date
Acquisictions
Sales
shares
av pr
shares
av pr
(1)
ATPS II- S.G.P.S ., SA
ATPS- S.G.P.S., SA
(2)
Date
Acquisictions
Sales
av pr
shares
av pr
(2)
ATPS- S.G.P.S ., SA
shares
30.06.2011
3.384.000
2.836
1.400
3.384.000
2.836
1.400
Balance at
30.06.2010
5.680
Balance at
30.06.2010
Ibersol SGPS, SA
I.E.S.- Indústria Engenharia e Seviços, SA (3) 786.432
2.455.000
(3)
I.E.S.- Indústria Engenharia e Seviços, SGPS, SA
Ibersol SGPS, SA

Transactions made by persons discharging managerial responsabilities

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsabilies and people closely connected with them during the first half of 2011.

Ibersol S.G.P.S., S.A.

Consolidated Financial Statements

30th June 2011

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30 JUNE 2011 AND 31 DECEMBER 2010 (values in euros)

ASSETS Notes 30-06-2011 30-06-2010
Non-current
Tangible fixed assets 7 122.892.227 121.039.747
Consolidation differences 8 42.903.548 42.903.548
Intangible assets 8 17.321.199 17.636.188
Deferred tax assets 1.003.952 606.486
Financial assets available for sale 1.434.954 1.004.417
Other non-current assets 1.770.429 1.740.203
Total non-current assets 187.326.309 184.930.589
Current
Stocks 3.630.107 4.169.134
Cash and cash equivalents 30.307.632 29.361.466
Other current assets 8.990.618 13.756.416
Total current assets 42.928.357 47.287.016
Total Assets 230.254.666 232.217.605
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital 20.000.000 20.000.000
Own shares -11.179.644 -11.179.644
Consolidation differences 156.296 156.296
Reserves and retained results 95.504.812 81.878.302
Net profit in the year 3.437.635 14.616.510
107.919.099 105.471.464
Non-controlled interest 3.925.258 3.861.147
Total Equity 111.844.357 109.332.611
LIABILITIES
Non-current
Loans 25.614.951 45.420.024
Deferred tax liabilities 11.092.279 10.647.703
Provisions for other risks and charges 33.257 33.257
Other non-current liabilities 933.555 1.385.600
Total non-current liabilities 37.674.042 57.486.584
Current
Loans
30.957.589 13.473.940
Accounts payable to suppl. and accrued costs 31.667.269 31.373.517
Other current liabilities 18.111.408 20.550.953
Total current liabilities 80.736.266 65.398.410
Total Liabilities 118.410.309 122.884.994
Total Equity and Liabilities 230.254.666 232.217.605

The Board of Directors,

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE, 2011 AND 2010 (values in euros) IBERSOL S.G.P.S., S.A. STATEMENT OF COMPREEHENSIVE INCOME

Notes 30-06-2011 30-06-2010
Operating Income
Sales 5 93.030.809 100.393.180
Rendered services 5 406.047 648.723 *
Other operating income 1.550.224 2.380.157 *
Total operating income 94.987.080 103.422.060
Operating Costs
Cost of sales 20.932.010 21.835.944
External supplies and services 30.681.222 33.487.824
Personnel costs 32.643.541 33.976.160
Amortisation, depreciation and impairment losses 7 e 8 4.744.618 5.124.449
Other operating costs 530.495 611.315
Total operating costs 89.531.886 95.035.692
Operating Income 5.455.194 8.386.368
Net financing cost -570.221 -739.675
Pre-tax income 4.884.973 7.646.693
Income tax 1.383.227 2.156.339
Afther-tax income 3.501.746 5.490.354
Consolidated profit for the period 3.501.746 5.490.354
Other income - -
Total income - -
TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD 3.501.746 5.490.354
Profit attributable to:
Shareholders 3.437.635 5.447.095
Non-controlled interest 64.111 43.259
Total compreehensive income atrrribuable to:
Shareholders 3.437.635 5.447.095
Non-controlled interest 64.111 43.259
Earnings per share
Basic 9 0,19 0,30
Diluted 0,19 0,30

The Board of Directors,

* 266.154 euros Rendered Services were recognised as Other Operating Income.

IBERSOL S.G.P.S., S.A. STATEMENT OF COMPREEHENSIVE INCOME FOR THE SECOND TRIMESTER OF 2011 AND 2010 (values in euros)

2011 2010 Operating Income Sales 47.485.814 51.326.986 * Rendered services 206.285 400.834 * Other operating income 781.803 1.317.565 Total operating income 48.473.902 53.045.385 Operating Costs Cost of sales 10.651.033 11.124.573 External supplies and services 15.792.057 17.846.975 Personnel costs 16.483.843 17.183.017 Amortisation, depreciation and impairment losses 2.347.282 2.591.401 Other operating costs 212.010 397.715 Total operating costs 45.486.225 49.143.681 Operating Income 2.987.677 3.901.704 Net financing cost -219.409 -362.967 Pre-tax income 2.768.268 3.538.737 Income tax 777.400 999.006 Afther-tax income 1.990.868 2.539.731 Consolidated profit for the period 1.990.868 2.539.731 Other income - - Total income - - TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD 1.990.868 2.539.731 Profit attributable to: Shareholders 1.943.506 2.520.798 Non-controlled interest 47.362 18.933 Total compreehensive income atrrribuable to: Shareholders 1.943.506 2.520.798 Non-controlled interest 47.362 18.933 Earnings per share Basic 0,11 0,14 Diluted 0,11 0,14 2nd TRIMESTER

The Board of Directors,

* 132.659 euros Rendered Services were recognised as Other Operating Income.

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the six months period ended 30 June, 2011 and 2010(value in euros)

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The Board of Directors,

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the six months period ended 30 June, 2011 and 2010

(value in euros)

Six month period ending on
June 30
2011 2010
Cash Flows from Operating Activities
Flows from operating activities (1) 11.853.159 6.398.662
Cash Flows from Investment Activities
Receipts from:
Financial investments 0 0
Tangible assets 5.893 109.748
Intangible assets 0 0
Investment benefits 0 0
Interest received 545.966 101.215
Dividends received
Other
Payments for:
Financial Investments 430.537 512.635
Tangible assets 5.580.958 5.265.072
Intangible assests 300.551 647.582
Other
Flows from investment activities (2) -5.760.187 -6.214.326
Cash flows from financing activities
Receipts from:
Loans obtained 9.103.898 10.860.841
Financial leasing contracts
Sale of own shares
Other
Payments for:
Loans obtained 11.673.943 4.904.202
Amortisation of financial leasing contracts 882.738 1.099.918
Interest and similar costs 952.645 825.643
Dividends paid 990.000 1.140.000
Capital reductions and supplementary entries
Acquisition of own shares
Other
Flows from financing activities (3) -5.395.428 2.891.078
Change in cash & cash equivalents (4)=(1)+(2)+(3) 697.544 3.075.414
Effect of exchange rate differences
Cash & cash equivalents at the start of the period 29.239.847 13.817.861
Cash & cash equivalents at end of the period 29.937.391 16.893.275

The Board of Directors,

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2011

(Values in euros)

1. INTRODUCTION

IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 427 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burguer King, O' Kilo, Bocatta, Café Sô, Quiosques, Pizza Móvil, Flor d'Oliveira, Sol, Sugestões e Opções, José Silva Carvalho, Catering and Solinca Eventos e Catering. The group has 403 units which it operates and 24 units under a franchise contract. Of this universe, 104 are headquartered in Spain, of which 81 are own establishments and 23 are franchised establishments.

Ibersol is a public limited company listed on the Euronext of Lisbon.

2. MAIN ACCOUNTING POLICIES

The main accounting policies applied in preparing these consolidated financial statements are described below.

2.1 Presentation basis

These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 30 June 2011, mainly with the international standard n.º 34 –Interim Financial Report.

The accounting policies applied on 30 June 2011 are identical to those applied for preparing the financial statements of 31 December and of 30 June 2010.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2010 and the accounting values considered in the six months period ended on the 30 June 2011.

4. INFORMATION ABOUT THE COMPANIES INCLUDED IN THE CONSOLIDATION AND OTHER COMPANIES

4.1. Alterations to the consolidation perimeter

4.1.1. Acquisition of new companies

In February 2011, subsidiary Ibersol Angola, S.A., totally owned by the Group, acquired 99,89% of HCI – Imobiliária, S.A. by the amount of \$145.000.

Subsidiaries Ibersol Angola, S.A. and HCI – Imobiliária, S.A. are excluded from Ibersol's group consolidation accounts for reasons of immateriality and the timing to obtain information according consolidated rules. On June 30, 2011 balances and transactions with these two companies are as follows:

Ibersol Angola HCI
Investment 360.050 -
Loans 548.720 -
Other transactions - 96.198
908.770 96.198

4.1.2. Disposals

The group did not sell any of its subsidiaries in the six months period ended on 30 June 2011.

5. INFORMATION PER SEGMENT

Main Report Format – geographic segment

The results per segment for the six months period ended on 30 June 2011 are as follows:

30 June 2011 Portugal Spain Group
Restaurants 69.202.930 22.233.189 91.436.119
Merchandise 585.159 1.009.531 1.594.690
Rendered services 142.215 263.832 406.047
Turnover por Segment 69.930.304 23.506.552 93.436.856
Operating income 3.755.971 1.699.223 5.455.194
Net financing cost -319.232 -250.989 -570.221
Share in the profit by associated companies - - -
Pre-tax income 3.436.739 1.448.234 4.884.973
Income tax 1.096.952 286.275 1.383.227
Net profit in the year 2.339.787 1.161.959 3.501.746

The results per segment for the six months period ended on 30 June 2010 were as follows:

30 June 2010 Portugal Spain Group
Restaurants 74.284.426 24.396.769 98.681.195
Merchandise 662.705 1.049.280 1.711.985
Rendered services 380.479 268.244 648.723
Turnover por Segment 75.327.610 25.714.293 101.041.903
Operating income 6.128.615 2.257.753 8.386.368
Net financing cost -411.427 -328.248 -739.675
Share in the profit by associated companies - - -
Pre-tax income 5.717.188 1.929.505 7.646.693
Income tax 1.603.357 552.982 2.156.339
Net profit in the year 4.113.831 1.376.523 5.490.354

Transfers or transactions between segments are performed according to normal commercial terms and in the conditions applicable to independent third parties.

6. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the six months period ended 30 June 2011.

In the restaurant segment season activity is characterized by an increase of sales in the months of July, August and December, witch leads to a greater activity on the second half of the year. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the six first months of the year, sales are about 48% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 39%.

7. TANGIBLE FIXED ASSETS

In the six months period ended 30 June 2011 and in the year ending on 31 December 2010, the following movements took place in the value of tangible fixed assets, and in the respective amortisation and accumulated impairment losses:

Land and
buildings
Equipment Tools and
utensils
Other tang.
Assets
Fix. Assets
in progress
Total
1 January 2010
Cost 120.925.169 66.957.564 4.207.359 8.878.487 50.949 201.019.529
Accumulated depreciation 22.982.300 43.762.363 3.528.788 6.476.541 - 76.749.993
Accumulated impairment 3.322.621 764.242 16.153 46.132 - 4.149.149
Net amount 94.620.248 22.430.959 662.418 2.355.814 50.949 120.120.387
31 December 2010
Initial net amount 94.620.248 22.430.959 662.418 2.355.814 50.949 120.120.387
Changes in consolidat perimeter 5.861 189.262 - 327.672 - 522.795
Additions 6.686.630 2.815.302 - 1.001.105 73.221 10.576.258
Decreases 684.048 432.723 - 4.193 1.500 1.122.463
Transfers 144.720 83.065 -662.418 669.466 -36.092 198.740
Depreciation in the year 2.702.366 4.542.834 - 1.263.164 - 8.508.364
Deprec. by changes in the perim. - - - - - -
Impairment in the year 747.612 - - - - 747.612
Final net amount 97.323.433 20.543.030 0 3.086.700 86.578 121.039.741
31 December 2010
Cost 125.377.979 68.148.991 - 14.244.146 86.578 207.857.695
Accumulated depreciation 24.550.849 46.881.834 - 11.111.499 - 82.544.182
Accumulated impairment 3.503.698 724.127 - 45.947 - 4.273.772
Net amount 97.323.433 20.543.030 - 3.086.700 86.578 121.039.741
Land and
buildings
Equipment Tools and
utensils
Other tang.
Assets
Fix. Assets
in progress
Total
30 June 2011
Initial net amount
Changes in consolidat perimeter
97.323.433
-
20.543.030
-
-
-
3.086.700
-
86.578
-
121.039.741
-
Net amount 100.067.596 19.847.556 - 2.794.482 182.593 122.892.228
Accumulated impairment 3.213.216 564.996 - 86.168 - 3.864.380
Accumulated depreciation 25.999.066 48.996.260 - 11.573.094 - 86.568.420
Cost 129.279.878 69.408.812 - 14.453.744 182.593 213.325.028
30 June 2011
Final net amount 100.067.596 19.847.556 - 2.794.482 182.593 122.892.228
Impairment reversion -140.927 - - - - -140.927
Deprec. by changes in the perim. - - - - - -
Depreciation in the year 1.442.280 2.166.825 - 586.055 - 4.195.160
Transfers - 33.542 - 336 -38.539 -4.661
Decreases 90.627 68.631 - 1.243 17.869 178.370
Additions 4.136.144 1.506.440 - 294.744 152.423 6.089.751

8. INTANGIBLE ASSETS

Intangible assets are broken down as follows:

Jun-11 Dec-10
Consolidation difference 42.903.548 42.903.548
Other intangible assets 17.321.199 17.636.188
60.224.747 60.539.736

In the six months period ended 30 June 2011 and in the year ending on 31 December 2010, the movement in the value of intangible fixed assets and in the respective amortisation and accumulated impairment losses were as follows:

Consolidat.
differences
Leasehold
conveyance
Brands and
Licences
Develop.
Expenses
Industrial
property
Fix. assets in
progress
Total
1 January 2010
Cost 44.216.181 1.433.631 22.623.705 880.663 19.122.970 2.655.616 90.932.767
Accumulated amortisation - 590.926 21.774.811 717.795 4.448.851 - 27.532.384
Accumulated impairment 1.846.600 0 149.073 - 208.442 - 2.204.115
Net amount 42.369.581 842.705 699.821 162.868 14.465.677 2.655.616 61.196.268
31 December 2010
Initial net amount 42.369.581 842.705 699.821 162.868 14.465.677 2.655.616 61.196.268
Changes in consolidat. Perimeter 549.045 - - - 160 - 549.205
Additions - - 385.048 - 301.704 37.153 723.905
Decreases - 15.400 118.328 108.655 -106.450 - 135.933
Transfers - - -4.988 -52.686 452.637 -418.796 -23.833
Depreciation in the year - 149.309 578.794 1.522 1.025.170 - 1.754.795
Deprec. by changes in the perim. - - - - - - -
Impairment in the year 15.078 - - - - - 15.078
Final net amount 42.903.548 677.996 382.759 5 14.301.458 2.273.973 60.539.739
31 December 2010
Cost 44.765.226 1.337.271 3.136.625 130.360 19.141.360 2.273.973 70.784.816
Accumulated amortisation - 659.275 2.604.793 130.355 4.631.460 - 8.025.884
Accumulated impairment 1.861.678 0 149.073 - 208.442 - 2.219.193
Net amount 42.903.548 677.996 382.759 5 14.301.458 2.273.973 60.539.739
Consolidat.
differences
Leasehold
conveyance
Brands and
Licences
Develop.
Expenses
Industrial
property
Fix. assets in
progress (1)
Total
30 June 2011
Initial net amount 42.903.548 677.996 382.759 5 14.301.458 2.273.973 60.539.739
Changes in consolidat. Perimeter - - - - - - -
Additions - - - 20.000 316.584 38.583 375.167
Decreases - - 867 - -761 - 106
Transfers - - - - 336 - 336
Depreciation in the year - 43.374 214.838 1.000 487.395 - 746.607
Deprec. by changes in the perim. - - - - - - -
Impairment reversion - - -7.290 - -48.930 - -56.221
Final net amount 42.903.548 634.622 174.345 19.005 14.180.674 2.312.556 60.224.750
30 June 2011
Cost 44.765.226 1.337.271 3.191.124 149.865 19.459.565 2.312.556 71.215.608
Accumulated amortisation - 702.649 2.946.670 130.860 5.269.508 - 9.049.688
Accumulated impairment 1.861.678 - 70.109 - 9.383 - 1.941.170
Net amount 42.903.548 634.622 174.345 19.005 14.180.674 2.312.556 60.224.750

(1) the balance of the fixed assets items in progress refers mainly to the 3 new concessions yet to be open, in service areas of the following motorways: Guimarães, Fafe and Paredes. These service areas are still in the design stage and awaiting for platforms delivery.

The table below summarises the consolidation differences broken down into segments:

Jun-11 Dec-10
Portugal 10.000.021 10.000.021
Spain 32.903.527 32.903.527
42.903.548 42.903.548

On 30 June 2011 on the Spain segment the consolidation differences refer mainly to the purchase of the subsidiaries Lurca and Vidisco.

9. INCOME PER SHARE

Income per share in the six months period ended 30 June 2011 and 2010 was calculated as follows:

Jun-11 Jun-10
Profit payable to shareholders 3.437.635 5.447.095
Mean weighted number of ordinary shares issued 20.000.000 20.000.000
Mean weighted number of own shares -2.000.000 -2.000.000
18.000.000 18.000.000
Basic earnings per share (€ per share) 0,19 0,30
Earnings diluted per share (€ per share) 0,19 0,30
Number of own shares at the end of the year 2.000.000 2.000.000

Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.

10. DIVIDENDS

At the General Meeting of 11 April 2011, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2010), which was paid on 11th May 2011 corresponding to a total value of 990.000 euros (990.000 euros in 2010).

11. CONTINGENCIES

The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations. No significant liabilities are expected to arise from the said contingent liabilities.

On 30 June 2011, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Jun-11 Dec-10
Guarantees given 87.061 129.872
Bank guarantees 4.032.716 4.093.880

Bank loans with the amount of 590.485 € (712.096 in 2010) are secured by Ibersol's land and buildings assets.

12. COMMITMENTS

No investments had been signed on the Balance Sheet date which had not taken place yet.

13. IMPAIRMENT

In the six months period ended 30 June 2011, the movement in the value of current assets and in the respective accumulated impairment losses were as follows:

Starting
balance
Cancellation Reclassification Impairment
reversion
Closing
balance
Tangible fixed assets 4.273.772 - -268.465 (1) 140.927 3.864.380
Consolidation differences 1.861.678 - - - 1.861.678
Intangible assets 357.515 - -221.802 (1) 56.221 79.493
Stocks 74.981 - - - 74.981
Other current assets 678.030 64.450 279.284 (2) - 892.864
7.245.975 64.450 -210.983 197.148 6.773.395

(1) decreases of impaired assets, as well as reclassifications against depreciation of their assets.

(2) in the first half of the year 2011, a correction was made to the customer accounts and associated impairments of 2010.

14. FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.

Risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.

a) Market risk

i) Currency exchange risk

The currency exchange risk is very low, since the group operates only in the Iberian market. Bank loans are in euros and all sales and rendered services are performed in Portugal and Spain. Moreover, purchases outside the Euro zone are of irrelevant proportions. Although the Group hold investments outside the euro-zone in external operations, in Angola, there is no exposure to currency exchange risk due to the reduced size of the investment.

ii) Price risk

The group is not exposed to the merchandise price risk.

iii) Interest rate risk (cash flow and fair value)

Since the group does not have remunerated assets earning significant interest, the profit and cash flow from financing activities are substantially independent from interest rate fluctuations.

The group's interest rate risk stems from its liabilities, in particular from long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of totally or partially fixing the interest rates.

In recent years the group has taken into account the possibility of hedging the risk of interest rate variations only in a small part of their funding. The Group has a Swap operation over 1,9 millions of euros in Spain. Consequently, the remaining remunerated debt bears interest at a variable rate. On the other hand, the Group has holdings that cover about 1/3 of the loans whose remuneration in net terms dampens the debt interest rate changes.

Based on simulations performed on 30 June 2011, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of EUR 171 thousand.

b) Credit risk

The group's main activity covers sales paid in cash or by debit/credit cards. As such, the group does not have relevant credit risk concentrations. It has policies ensuring that sales on credit are performed to customers with a suitable credit history. The group has policies that limit the amount of credit to which these customers have access.

c) Liquidity risk

Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.

The Group considers the short-term bank loans payable on the date of renewal and that the contract commercial paper programmes expire on the dates of denunciation.

At the end of the first half of year 2011, current liabilities reached 81 million euros, compared with 43 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the option of considering the maturity date as the renewal date for the subscribed commercial paper programmes, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected that in the year 2011 the Group will renew the maturity date of the subscribed commercial paper programmes

Due to the current situation of financial markets pressure for the reduction of credit granted by the banks, the Group chose to negotiate and maintain a significant part of the short-term credit lines. On 30 June 2011, the use of shortterm credit lines was of 2%. The applications in term deposits of EUR 23 million correspond to 39% of passive remunerated.

d) Capital risk

The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.

On 30 June 2011 the gearing ratio was of 20% and of 23% on 31 December 2010.

14. SUBSEQUENT EVENTS

There were no subsequent events as of 30 June 2011 that may have a material impact on these financial statements.

15. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 29th August 2011.

Limited Review Report on Consolidated Financial Statements

(Free Translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários") we present the limited review report on the consolidated financial information for the period of six months ended 30 June 2011 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated statement of financial position (which shows total assets of Euros 230.254.666 and total shareholder's equity of Euros 111.844.357, which includes Non-Controlling Interests of 3.925.258 euros and a net profit of Euros 3.437.635), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended and the corresponding notes to the accounts.

2 The amounts included in the financial statements, as well other additional information, are derived from accounting registers.

Responsibilities

3 It is the responsibility of the Company's Management: (a) to prepare consolidated financial statements which present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations the changes in consolidated equity and the consolidated cash-flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, in particular the International Accounting Standard nº 34 – Interim Financial Information, and which is complete, true, timely, clear, objective and lawful as required by the Portuguese Securities Market Code; (c) to adopt appropriate accounting policies and criteria; (d) to maintain adequate systems of internal control; and (e) to disclose any relevant fact that has influenced the activity, financial position or results of the company and its subsidiaries.

4 Our responsibility is to verify the consolidated financial information presented in the financial statements referred to above, namely as to whether it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report on this information based on our review.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077

Scope

5 We conducted our limited review in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, which require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial statements are free of material misstatement. Our limited review consisted, principally, in inquiries and analytical procedures designed to evaluate: (i) the faithfulness of the assertions in the financial information; (ii) the adequacy and consistency of the accounting principles adopted, taking into account the circumstances; (iii) the applicability, or not, of the going concern basis; (iv) the overall presentation of the financial statements; and (v) verification of the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.

6 Our review also covered the verification that the information included in the consolidated Management Report is consistent with the information contained in the consolidated financial statements.

7 We believe that our review provides a reasonable basis for our limited review report.

Opinion

8 Based in our limited review, which was performed in order to provide a moderate level of assurance, nothing has come to our attention that cause us to conclude that the consolidated financial statements of the period of six months ended 30 June 2011 contain material errors that affect their conformity with the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nr. 34 – Interim Financial Information, and the information there included is not complete, true, timely, clear, objective and lawful.

Report on other requirements

9 Based in our limited review, nothing has come to our attention that cause us to conclude that the information included in the Consolidated Management Report is not in accordance with the information contained in the consolidated financial statements.

29 August 2011

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:

Hermínio António Paulos Afonso, R.O.C.

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