Interim / Quarterly Report • Jun 30, 2017
Interim / Quarterly Report
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Consolidated Financial Statements 30 June 2017
(Translation of consolidated financial statements originally issued in Portuguese – Note 31)
30 June 2017
| 1. | FINANCIAL PERFORMANCE IN THE 1ST HALF 2017 | 5 | |
|---|---|---|---|
| 2. CONSOLIDATED FINANCIAL STATEMENTS | 15 | ||
| 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2017 |
20 | ||
| 1 | GENERAL INFORMATION | 20 | |
| 2 | BASIS OF PRESENTATION | 25 | |
| 3 | MAIN ACCOUNTING POLICIES | 26 | |
| 4 | SEGMENT REPORTING | 29 | |
| 5 | TANGIBLE AND INTANGIBLE ASSETS | 32 | |
| 6 | INVESTMENTS IN ASSOCIATES AND JOINT VENTURES | 36 | |
| 7 | INCOME TAX | 38 | |
| 8 | FINANCIAL ASSETS AND LIABILITIES | 42 | |
| 9 | ASSETS AVAILABLE FOR SALE | 44 | |
| 10 | TRADE AND OTHER RECEIVABLES | 46 | |
| 11 | DERIVATIVE FINANCIAL INSTRUMENTS | 48 | |
| 12 | CASH AND CASH EQUIVALENTS | 52 | |
| 13 | EQUITY INSTRUMENTS | 52 | |
| 14 | BORROWINGS | 54 | |
| 15 | POST-EMPLOYMENT BENEFITS AND OTHER BENEFITS | 56 | |
| 16 | PROVISIONS | 58 | |
| 17 | TRADE AND OTHER PAYABLES | 58 | |
| 18 | SALES AND SERVICES RENDERED | 59 | |
| 19 | REVENUE AND COSTS FROM CONSTRUCTION ACTIVITIES | 59 | |
| 20 | OTHER OPERATING INCOME | 60 | |
| 21 | EXTERNAL SUPPLIES AND SERVICES | 60 | |
| 22 | PERSONNEL COSTS | 61 | |
| 23 | OTHER OPERATING COSTS | 61 | |
| 24 | FINANCIAL COSTS AND INCOME | 62 |
|---|---|---|
| 25 | ENERGY SECTOR EXTRAORDINARY CONTRIBUTION | 62 |
| 26 | EARNINGS PER SHARE | 63 |
| 27 | DIVIDENDS PER SHARE | 63 |
| 28 | GUARANTEES GIVEN | 64 |
| 29 | RELATED PARTIES | 64 |
| 30 | SUBSEQUENT EVENTS | 67 |
| 31 | EXPLANATION ADDED FOR TRANSLATION | 67 |
| 4. APPENDIX | 69 | |
In the first half of 2017, REN's net income was 53.0 million euros, 12.4 million euros (+30.7%) higher than the same period of the prior year, reflecting the strong performance of financial results (+14.2 million euros, +34.0%) and also the positive evolution of EBITDA (+2.5 million euros, +1.0%).
Similarly to the previous years, the results for 2017 reflect the continuation of the Extraordinary Levy on the Energy Sector (25.8 million euros in 2017, and 25.9 million euros in 20161).
In the current year, REN acquired for 169 million euros a 42.5% stake in Electrogas, a company that offers natural gas transportation services in Chile, which represents already 2.52 million euros in EBITDA.
Investment was 41.0 million euros, a 8.9% y.o.y increase (+3.3 million euros), while transfers to RAB reached 2.3 million euros, a 9.4 million euros decrease (-80.2%) over the same period of the previous year. Average RAB dropped by 52.5 million euros (-1.5%) to 3,470.3 million euros, reflecting the decrease in the natural gas sector.
Despite the 2.0% increase in net debt (+50.9 million euros), influenced by Electrogas stake acquisition, the Group's financial income improved significantly due to better financing conditions, with the average cost of debt decreasing from 3.5%, in the first half of 2016, to 2.6%.
| MAIN INDICATORS (MILLIONS OF EUROS) |
June 2017 | June 2016 | VAR.% |
|---|---|---|---|
| EBITDA | 242.7 | 240.2 | 1.0% |
| Financial income3 | -27.5 | -41.7 | 34.0% |
| Net income1 | 53.0 | 40.5 | 30.7% |
| Recurrent net income | 80.9 | 66.5 | 21.7% |
| Total Capex | 41.0 | 37.6 | 8.9% |
| Transfers to RAB4 (at historic costs) |
2.3 | 11.7 | -80.2% |
| Average RAB (at reference costs) | 3,470.3 | 3,522.8 | -1.5% |
| Net debt | 2,577.4 | 2,526.5 | 2.0% |
| Average cost of debt | 2.6% | 3.5% | -0.9p.p. |
1The full amount of the levy was recognized in the 1st quarter of 2017 and 2016, according to the Portuguese securities market commission (CMVM) recommendations
4 Includes direct acquisitions (RAB related).
2 Electrogas Net income proportion (3.7 million euros), net of transaction costs (1.2 million euros)
3The cost of 0.5 million euros in 1H16 and 0.3 million euros in 1H17 from electricity interconnection capacity auctions between Spain and Portugal – referred to as FTR (Financial Transaction Rights), were reclassified from financial income to Revenue.
EBITDA reached 242.7 million euros, a 1.0% increase over the same period of the previous year (+2.5 million euros).
| EBITDA | |||
|---|---|---|---|
| (MILLIONS OF EUROS) | June 2017 | June 2016 | VAR.% |
| 1) Revenues from assets | 227.5 | 226.8 | 0.3% |
| RAB remuneration | 106.2 | 110.3 | -3.7% |
| Smoothing differences (gas) | 0.6 | -1.4 | 138.7% |
| Hydro land remuneration | 0.1 | 0.1 | -4.7% |
| Lease revenues from hydro protection zone | 0.4 | 0.4 | -1.2% |
| Remuneration of fully amortized assets | 10.8 | 9.9 | 8.9% |
| Recovery of amortizations (net of investment subsidies) |
100.4 | 98.5 | 1.9% |
| Amortization of investment subsidies | 9.0 | 9.1 | -0.2% |
| 2) Revenues from OPEX | 48.3 | 46.8 | 3.2% |
| 3) Other revenues | 13.2 | 7.4 | 78.0% |
| 4) Own works (capitalised in investment) | 6.2 | 7.4 | -16.1% |
| 5) Earnings on Construction (excl. own works capitalised in investment) – Concession assets |
34.7 | 30.3 | 14.6% |
| 6) OPEX | 52.3 | 48.0 | 9.0% |
| Personnel costs1 | 25.1 | 25.3 | -0.7% |
| External costs | 27.2 | 22.7 | 19.8% |
| 7) Construction costs – Concession assets | 34.7 | 30.3 | 14.6% |
| 8) Provisions | 0.0 | 0.3 | -108.4% |
| 9) Impairments | 0.2 | -0.1 | -266.2% |
| 10) EBITDA (1+2+3+4+5-6-7-8-9) | 242.7 | 240.2 | 1.0% |
The growth in operational results was achieved through the following positive impacts:
These effects were partially offset by the 4.3 million euros increase in the Group opex (+9.0%), which reflected the increase of (i) 1.6 million euros in non-core external costs (pass-through), and (ii) 2.9 million euros in core external costs, due to additional costs of 1.9 million euros incurred
1 Includes costs for training and seminars and provisions for staff costs
with Electrogas acquisition and EDPG potential acquisition (the later currently underway), partially offset by a 0.2 million euros reduction in personnel costs (-0.7%).
Overall, the Group's net income for the first half of 2017 grew 12.4 million euros (+30.7%) y.o.y., reaching 53.0 million euros, reflecting:
Excluding non-recurring items, Net Income grew 14.4 million euros (+21.7%). Non-recurring items considered in the first half of 2017 and 2016 are as follows:
| NET INCOME (MILLION EUROS) |
June 2017 | June 2016 | VAR.% |
|---|---|---|---|
| EBITDA | 242.7 | 240.2 | 1.0% |
| Depreciations and amortizations | 108.6 | 107.0 | 1.5% |
| Financial income | -27.5 | -41.7 | 34.0% |
| Income tax expenses | 27.9 | 25.1 | 11.0% |
| Extraordinary levy on the energy sector1 | 25.8 | 25.9 | -0.5% |
| Net income | 53.0 | 40.5 | 30.7% |
| Non-recurring items | 27.9 | 25.9 | 7.6% |
| Recurrent net income | 80.9 | 66.5 | 21.7% |
1 The full amount of the levy was recognized in the 1st quarter of 2017 and 2016, according to the Portuguese securities market commission (CMVM) recommendations
In the first half of 2017, investment was 41.0 million, 9% (+3.3 million euros) higher than the same period of the prior year, while transfers to RAB reached 2.3 million euros, a 9.4 million euros reduction over the first half of 2016.
In electricity, investment grew 3.0 million euros (+8.5%), to 37.5 million euros. Main projects include: (i) reinforcement of the 400 kV axis Lavos-Rio Maior (5.8 million euros), (ii) new injector 400/60 kV in Alcochete (3.6 million euros), to feed the consumption in the regions of Montijo and Alcochete, (iii) refurbishment of control and protection systems at Riba d'Ave substation (2.8 millions euros) and (iv) power line Foz Tua – Armamar 400 kV (2.5 million euros), to connect Foz Tua hydroelectric power plant. Transfers to RAB dropped 10.0 million euros (-91.0%).
In natural gas, investment was 3.3 million euros, a 0.3 million euros (+8.7%) increase, and transfers to RAB were 1.3 million euros, a 0.6 million euros (72.5%) increase.
Average RAB was 3,470.3 million euros, a 52.5 million euros reduction (-1.5%) over the first half of 2016. In electricity, average RAB (excl. lands) was 2,129.1 million euros, of which 1,108.4 million euros in assets remunerated at a premium rate of return, while lands reached 258.8 million euros (-12.8 million euros, -4.7%). In natural gas, average RAB was 1,082.5 million euros (-40.7 million euros, -3.6%).
| February | | REN acquired a 42.5% stake of Electrogas S.A owned by ENEL Generación Chile S.A, for USD 180M REN considers this an important step towards its internationalization, aligned with the company's Strategic Plan for 2015-2018. |
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| | REN hosted the 1st Conference on Biodiversity, a partnership between REN, FCT - Fundação para a Ciência e Tecnologia and CIBIO-InBIO from University of Porto, founded with the goal of creating a scientific research and dissemination in the different fields of biodiversity. |
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| | REN and SGCC - State Grid Corporation of China promoted an event on the integration of renewable energies in the electric system. The Minister of Science, Technology and Higher Education, the Minister of Economy, the Secretary of State for Energy and the Ambassador of the People's Republic of China, Cai Run, were present at the Symposium. |
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| | REN was a partner of the MACAU - A Bridge in the Relationship between China and the Portuguese-Speaking Countries conference, a meeting seeking to address the importance of economic relations between the Portuguese speaking world and the People's Republic of China. |
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| Mach | | The Sustainability Report of REN received the Silver award at the Mercury Excellence Awards, an international competition which, for 30 years, has been recognizing the best works in the communication area. In this edition, REN's Annual Report was also awarded a Special Mention, in the category of Overall Presentation - Energy. |
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| | Fitch, the financial rating agency, announced that it maintained the rating of REN at BBB with a "stable" outlook. REN's rating continues to be two levels above that of the Portuguese Republic. |
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| | REN was present at the Africa 2017 conference held in Morocco, to discuss water storage/reserve and the development of the hydroelectric sector as the engine of African development. |
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| April | | REN announced the signing of an agreement to acquire 100% of the capital of EDP Gás from EDP Group for €532.4 M. This acquisition represents a major |
investment for REN, maintaining the strong commitment to its operation in Portugal, in line with its business development strategy.
| 01.04.2017 to 30.06.2017 |
01.04.2016 to 30.06.2016 |
|
|---|---|---|
| Sales | - | 59 |
| Services rendered | 133,532 | 135,247 |
| Revenue from construction of concession assets | 27,745 | 26,315 |
| Gains from associates and joint ventures | 927 | 429 |
| Other operating income | 8,115 | 5,197 |
| Operating income | 170,319 | 167,248 |
| Cost of goods sold | (78) | (93) |
| Cost with construction of concession assets | (24,611) | (22,400) |
| External supplies and services | (10,564) | (9,351) |
| Employee compensation and benefit expense | (12,638) | (12,631) |
| Depreciation and amortizations | (54,236) | (53,477) |
| Provisions | (40) | (322) |
| Impairments | (105) | 120 |
| Other expenses | (3,180) | (3,100) |
| Operating costs | (105,452) | (101,253) |
| Operating results | 64,868 | 65,995 |
| Financial costs | (18,007) | (24,209) |
| Financial income | 946 | 1,381 |
| Investment income - dividends | 5,013 | 4,260 |
| Financial results | (12,048) | (18,567) |
| Profit before income taxes | 52,819 | 47,428 |
| Income tax expense | (13,329) | (12,982) |
| Net profit for the period | 39,490 | 34,446 |
| Attributable to: | ||
| Equity holders of the Company Non-controlled interest |
39,490 - | 34,446 - |
| Consolidated profit for the period | 39,490 | 34,446 |
| Earnings per share (expressed in euro per share) | 0.07 | 0.06 |
(Amounts expressed in thousands of euros – tEuros)
(Amounts expressed in thousands of euros – tEuros)
| 01.04.2017 to 30.06.2017 |
01.04.2016 to 30.06.2016 |
|
|---|---|---|
| Net Profit for the year | 39,490 | 34,446 |
| Other income and cost recorded in equity: | ||
| Items that will not be reclassified subsequently to profit or loss: Actuarial gains / (losses) Tax effect on actuarial gains / (losses) |
(52) 16 |
(87) 25 |
| Items that will be reclassified subsequently to profit or loss: | ||
| Currency exchange differences (Associates) | (10,608) | - |
| Increase/(decrease) in hedging reserves - cash flow derivatives Tax effect on hedging reserves |
643 180 |
(1,908) 401 |
| Gain/(loss) in fair value reserve - available-for-sale assets Tax effect on fair value reserves |
1,606 (616) |
5,920 (1,243) |
| Comprehensive income for the year | 30,660 | 37,554 |
| Attributable to: | ||
| Shareholders of the company Non-controlling interests |
30,660 - | 37,554 - |
| 30,660 | 37,554 |
(Amounts expressed in thousands of Euros – tEuros)
| Notes | Jun 2017 | Dec 2016 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 5 | 565 | 578 |
| Goodwill | 3,208 | 3,397 | |
| Intangible assets | 5 | 3,757,339 | 3,825,712 |
| Investments in associates and joint ventures | 6 | 168,383 | 14,657 |
| Available-for-sale financial assets | 9 | 152,131 | 150,118 |
| Derivative financial instruments | 11 | 11,019 | 20,425 |
| Other financial assets | 8 | 20 | 14 |
| Trade and other receivables | 10 | 18,278 | 10,145 |
| Deferred tax assets | 7 | 67,782 | 62,825 |
| 4,178,725 | 4,087,871 | ||
| Current assets | |||
| Inventories | 1,151 | 1,028 | |
| Trade and other receivables | 10 | 400,534 | 448,826 |
| Other financial assets | 8 | - | 1,317 |
| Cash and cash equivalents | 12 | 22,670 | 10,783 |
| 424,355 | 461,954 | ||
| Total assets | 4 | 4,603,080 | 4,549,825 |
| EQUITY | |||
| Shareholders' equity: | |||
| Share capital | 13 | 534,000 | 534,000 |
| Treasury shares | 13 | (10,728) | (10,728) |
| Other reserves | 13 | 313,602 | 319,204 |
| Retained earnings | 226,149 | 216,527 | |
| Other changes in equity | 30 | 30 | |
| Net profit for the period | 52,965 | 100,183 | |
| Total equity | 1,116,019 | 1,159,217 | |
| LIABILITIES | |||
| Non- current liabilities | |||
| Borrowings | 14 | 2,082,740 | 2,298,543 |
| Liability for retirem ent benefits and others |
15 | 123,141 | 125,673 |
| Derivative financial instruments | 11 | 6,898 | 12,212 |
| Provisions | 16 | 6,521 | 6,154 |
| Trade and other payables | 17 | 339,064 | 318,126 |
| Deferred tax liabilities | 7 | 60,086 2,618,450 |
73,027 2,833,735 |
| Current liabilities | |||
| Borrowings | 14 | 534,685 | 216,594 |
| Provisions | 16 | - | 801 |
| Trade and other payables | 17 | 285,211 | 311,539 |
| Income tax payable | 7 | 48,355 | 26,875 |
| Derivative financial instruments | 11 | 360 868,611 |
1,063 556,873 |
| Total liabilities | 4 | 3,487,061 | 3,390,608 |
| Total equity and liabilities | 4,603,080 | 4,549,825 |
The accompanying notes form an integral part of the consolidated statement of financial position as of 30 June 2017.
(Amounts expressed in thousands of Euros – tEuros)
| Notes | Jun 2017 | Jun 2016 | |
|---|---|---|---|
| Sales | 18 | 15 | 154 |
| Services rendered | 18 | 272,977 | 270,405 |
| Revenue from construction of concession assets | 19 | 40,857 | 37,640 |
| Gains / (losses) from associates and joint ventures | 6 | 2,753 | 726 |
| Other operating income | 20 | 13,611 | 10,262 |
| Operating income | 330,213 | 319,188 | |
| Cost of goods sold | (124) | (207) | |
| Cost with construction of concession assets | 19 | (34,667) | (30,260) |
| External supplies and services | 21 | (20,252) | (16,047) |
| Employee compensation and benefit expense | 22 | (24,800) | (25,075) |
| Depreciation and amortizations | 5 | (108,636) | (107,038) |
| Provisions | 16 | 27 | (322) |
| Impairments | (199) | 120 | |
| Other expenses | 23 | (7,131) | (6,665) |
| Operating costs | (195,782) | (185,494) | |
| Operating results | 134,432 | 133,693 | |
| Financial costs | 24 | (36,716) | (50,763) |
| Financial income | 24 | 3,889 | 4,368 |
| Investment income - dividends | 9 | 5,013 | 4,260 |
| Financial results | (27,813) | (42,135) | |
| Profit before income tax | 106,619 | 91,559 | |
| Income tax expense | 7 | (27,856) | (25,091) |
| Energy sector extraordinary contribution Net profit for the period |
25 | (25,798) 52,965 |
(25,938) 40,530 |
| Attributable to: | |||
| Equity holders of the Company | 52,965 | 40,530 | |
| Non-controlled interest | - | - | |
| Consolidated profit for the period | 52,965 | 40,530 | |
| Earnings per share (expressed in euro per share) | 26 | 0.10 | 0.08 |
The accompanying notes form an integral part of the consolidated statement of profit or loss for the six month period ended 30 June 2017.
(Amounts expressed in thousands of Euros – tEuros)
| 30 June | |||
|---|---|---|---|
| Notes | 2017 | 2016 | |
| Net Profit for the period | 52,965 | 40,530 | |
| Other income and cost recorded in equity: | |||
| Items that will not be reclassified subsequently to profit or loss: Actuarial gains / (losses) Tax effect on actuarial gains / (losses) |
7 | 125 (36) |
(87) 25 |
| Items that will be reclassified subsequently to profit or loss: | |||
| Currency exchange differences (Associates) | (10,860) | - | |
| Increase/(decrease) in hedging reserves - cash flow derivatives Tax effect on hedging reserves |
1 1 7 and 11 |
4,548 (435) |
(13,976) 2,935 |
| Gain/(loss) in fair value reserve - available-for-sale assets Tax effect on fair value reserves |
9 7 and 9 |
2,012 (868) |
4,824 (2,841) |
| Comprehensive income for the period | 47,452 | 31,411 | |
| Attributable to: Shareholders of the company Non-controlling interests |
47,452 - |
31,411 - |
|
| 47,452 | 31,411 |
The accompanying notes form an integral part of the consolidated statement of comprehensive income for the six month period ended 30 June 2017.
(Amounts expressed in thousands of Euros – tEuros)
| Attributable to shareholders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Changes in the period | Notes | Share capital |
Own shares |
Legal Reserve |
Fair Value reserve (Note 9) |
Hedging reserves (Note 11) |
Other reserves |
Other changes in equity |
Retained earnings |
Profit for the period |
Total |
| At 1 January 2016 | 534,000 | (10,728) | 102,608 | 54,489 | (8,960) | 177,482 | 30 | 196,253 | 116,115 1,161,289 | ||
| Net profit of the period and other comprehensive income | - | - | - | 1,983 | (11,041) | - | - | (62) | 40,530 | 31,411 | |
| Distribution of dividends Transfer to other reserves |
2 7 |
- - |
- - |
- 4,192 |
- - |
- - |
- - |
- - |
(90,650) 111,922 |
- (116,115) |
(90,650) - |
| At 30 June 2016 | 534,000 | (10,728) | 106,800 | 56,472 | (20,001) | 177,482 | 30 | 217,463 | 40,530 1,102,049 | ||
| At 1 January 2017 | 534,000 | (10,728) | 106,800 | 48,781 | (13,858) | 177,482 | 30 | 216,527 | 100,183 1,159,218 | ||
| Net profit of the period and other comprehensive income | - | - | - | 1,144 | 4,113 | (10,860) | - | 89 | 52,965 | 47,452 | |
| Distribution of dividends Transfer to other reserves |
2 7 |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
(90,650) 100,183 |
- (100,183) |
(90,650) - |
| At 30 June 2017 | 534,000 | (10,728) | 106,800 | 49,925 | (9,745) | 166,622 | 30 | 226,149 | 52,965 1,116,019 |
The accompanying notes form an integral part of the consolidated statement of changes in equity for the six month period ended 30 June 2017.
(Amounts expressed in thousands of Euros – tEuros)
| Notes | Jun 2017 | Jun 2016 | |
|---|---|---|---|
| Cash flow from operating activities: | |||
| Cash receipts from customers | 1,284,930 a) | 902,689 a) | |
| Cash paid to suppliers | (944,205) a) | (685,652) a) | |
| Cash paid to employees | (32,754) | (31,173) | |
| Income tax received/(paid) | (25,414) | (673) | |
| Other receipts/(payments) relating to operating activities | (4,701) | (28,732) | |
| Net cash flows from operating activities (1) | 277,856 | 156,460 | |
| Cash flow from investing activities: | |||
| Receipts related to: | |||
| Other financial assets | 1,309 | - | |
| Grants related to assets | 1,471 | 100 | |
| Interests and other similar income | - | 4 | |
| Dividends | 9 | 5,890 | 2,326 |
| Payments related to: | |||
| Investments in associates and joint ventures | 6 | (169,285) | - |
| Available-for-sale | 9 | - | (202) |
| Property, plant and equipment | (191) | (17) | |
| Intangible assets - Concession assets | (93,135) | (81,966) | |
| Net cash flows used in investing activities (2) | (253,941) | (79,755) | |
| Cash flow from financing activities: | |||
| Receipts related to: | |||
| Borrowings | 2,417,150 | 2,863,000 | |
| Interests and other similar income | 8 | - | |
| Payments related to: | |||
| Borrowings | (2,298,551) | (2,759,489) | |
| Interests and other similar expense | (41,925) | (86,822) | |
| Dividends | 27 | (90,650) | (90,650) |
| Net cash flows from/(used in) financing activities (3) | (13,968) | (73,961) | |
| Net (decrease)/increase in cash and cash equivalents (1)+(2)+(3) | 9,947 | 2,744 | |
| Effect of exchange rates | 1,669 | - | |
| Cash and cash equivalents at the beginning of the year | 12 | 10,680 | 63,539 |
| Cash and cash equivalents at the end of the period | 12 | 22,296 | 66,283 |
| Detail of cash and cash equivalents | |||
| Cash | 12 | 21 | 21 |
| Bank overdrafts | 12 | (374) | (2,121) |
| Bank deposits | 12 | 22,649 | 68,384 |
| 22,296 | 66,283 |
a) These amounts include payments and receipts relating to activities in which the Group acts as agent, income and costs being reversed in the consolidated statement of profit and loss.
The accompanying notes form an integral part of the consolidated statement of cash flow for the six month period ended 30 June 2017.
(Translation of notes originally issued in Portuguese – Note 31)
REN – Redes Energéticas Nacionais, SGPS, S.A. (referred to in this document as "REN", "REN SGPS, S.A.", "REN SGPS" or "the Company" together with its subsidiaries, referred to as "the Group" or "the REN Group"), with head office in Avenida Estados Unidos da América, 55 – Lisbon, resulted from the spin-off of the EDP Group, in accordance with Decree-Laws 7/91 of 8 January and 131/94 of 19 May, approved by the Shareholders' General Meeting held on 18 August 1994, with the objective of ensuring the overall management of the Public Electric Supply System (PES).
Up to 26 September 2006 the REN Group's operations were concentrated on the electricity business through REN – Rede Eléctrica Nacional, S.A. On 26 September 2006, as a result of the unbundling transaction of the natural gas business, the Group went through a significant change with the purchase of assets and financial participations relating to the transport, storage and re-gasification of natural gas activities, comprising a new business.
In the beginning of 2007 the Company was transformed into a holding company and, after the transfer of the electricity business to a new company incorporated on 26 September 2006, renamed REN – Serviços de Rede, S.A., changed its name to REN – Rede Eléctrica Nacional, S.A.
The Group presently has two main business segments, Electricity and Gas, and a secondary business of Telecommunications.
The Electricity business includes the following companies:
a) REN – Rede Eléctrica Nacional, S.A., founded on 26 September 2006, the activities of which are carried out under a concession contract for a period of 50 years as from 2007 and establishes the global management of the Public Electricity Supply System (PES);
b) REN Trading, S.A., founded on 13 June 2007, the main function of which is the management of power purchase agreements ("PPA") from Turbogás, S.A. and Tejo Energia, S.A., which did not terminate on 30 June 2007, date of the entry into force of the new Maintenance of Contractual Equilibrium Contracts (Contratos para a Manutenção do Equilíbrio Contratual – CMEC). The operations of this company include the trading of electricity produced and of the installed production capacity, with national and international distributors;
c) Enondas, Energia das Ondas, S.A. was founded on 14 October 2010, its capital being fully held by REN - Redes Energéticas Nacionais, SGPS, S.A., its main activity being management of the concession to operate a pilot area for the production of electricity from sea waves.
The Gas business includes the following companies:
a) REN Gás, S.A. was incorporated on 29 March 2011, with the corporate purpose of promoting, developing and carrying out projects and developments in the natural gas sector, as well as defining the overall strategy and coordination of the companies in which it has direct interests;
b) REN Gasodutos, S.A., was incorporated on 26 September 2006, the capital of which was paid up through carve-in of the gas transport infrastructures (network, connections and compression);
c) REN Armazenagem, S.A., was incorporated on 26 September 2006, the capital of which was paid up through integration into the company of the gas underground storage assets;
d) REN Atlântico, Terminal de GNL, S.A., acquired under the acquisition of the gas business, previously designated "SGNL – Sociedade Portuguesa de Gás Natural Liquefeito". The operations of this company comprise the supply, reception, storage and re-gasification of natural liquefied gas through the GNL marine terminal, being responsible for the construction, utilization and maintenance of the necessary infrastructures.
The operations of REN Gasodutos, S.A., REN Armazenagem S.A. and REN Atlântico S.A. are made in accordance with the three concession contracts separately granted for periods of 40 years starting 2006.
The telecommunications business is managed by RENTELECOM – Comunicações, S.A. whose activity is the establishment, management and operation of telecommunications infrastructures and systems, the rendering of telecommunications services and optimizing the optical fibre excess capacity of the installations owned by REN Group.
REN SGPS fully owns REN Serviços, S.A., a company whose purpose is the rendering of services in the energetic area and the general services of business development support to group companies and third parties, receiving a fee for the services rendered, as well as the management of financial participations in other companies.
On 10 May 2013 REN Finance, B.V., a company based in Netherlands and fully owned by REN SGPS, whose purpose is to participate, finance, collaborate and lead the management of group companies, was incorporated.
Additionally on 24 May 2013, together with China Electric Power Research Institute, a State Grid Group company, Centro de Investigação em Energia REN – State Grid, S.A. ("Centro de Investigação") was incorporated under a Joint Venture Agreement on which REN holds 1,500,000 shares representing 50 of the total share capital.
The purpose of this company is to implement a Research and Development centre in Portugal, dedicated to the research, development, innovation and demonstration in the areas of electricity transmission and systems management, the rendering of advisory services and education and training services as part of these activities, as well as performing all related activities and complementary services to its object.
On 14 December 2016, Aério Chile SPA was incorporated, a company fully owned by REN Serviços, S.A., headquartered in Santiago, Chile, whose purpose is to realize investments in assets, shares and rights of companies and associations.
As of 30 June 2017 REN has also:
b) 40% interest in the share capital of OMIP Operador do Mercado Ibérico (Portugal), SGPS, S.A. ("OMIP SGPS"), being its purpose the management of participations in other companies as an indirect way of exercising economic activities.
c) 10% interest in the share capital of OMEL Operador do Mercado Ibérico de Energia, S.A., the Spanish pole of the Sole Operator;
The following companies were included in the consolidation perimeter as of 30 June 2017 and 31 December 2016:
| Jun 2017 | Dec 2016 | |||||
|---|---|---|---|---|---|---|
| % Owned | % Owned | |||||
| Designation / adress | Activity | Group | Individual | Group | Individual | |
| Parent company: | ||||||
| REN - Redes Energéticas Nacionais, SGPS, S.A. | Holding company | - | - | - | - | |
| Subsidiaries: | ||||||
| Electricity segment: | ||||||
| REN - Rede Eléctrica Nacional, S.A. Av. Estados Unidos da América, 55 - Lisboa |
National electricity transmission network operator (high and very high tension) |
100% | 100% | 100% | 100% | |
| REN Trading, S.A. Praça de Alvalade, nº 7 - 12º Dto, Lisboa |
Purchase and sale, import and export of electricity and natural gas |
100% | 100% | 100% | 100% | |
| Enondas - Energia das Ondas, S.A. Mata do Urso - Guarda Norte - Carriço - Pombal |
Management of the concession to operate a pilot area for the production of electric energy from ocean waves |
100% | 100% | 100% | 100% | |
| Telecommunications segment: RENTELECOM - Comunicações S.A. Av. Estados Unidos da América, 55 - Lisboa |
Telecommunications network operation |
100% | 100% | 100% | 100% | |
| Other segments: REN - Serviços, S.A. Av. Estados Unidos da América, 55 - Lisboa |
Back office and management of participations |
100% | 100% | 100% | 100% | |
| REN Finance, B.V. De Cuserstraat, 93, 1081 CN Amsterdam, |
Participate, finance, collaborate, conduct management of companies |
100% | 100% | 100% | 100% | |
| The Netherlands | related to REN Group. | |||||
| Natural Gas segment: | ||||||
| REN Atlântico, Terminal de GNL, S.A. Terminal de GNL - Sines |
Liquified Natural Gas Terminal maintenance and regasification operation |
100% | 100% | 100% | 100% | |
| Owned by REN Serviços, S.A.: | ||||||
| REN Gás, S.A. Av. Estados Unidos da América, 55, 12º - Lisboa |
Management of projects and ventures in the natural gas sector |
100% | - | 100% | - | |
| Aério Chile SPA Santiago do Chile |
Investments in assets, shares, companies and associations |
100% | - | 100% | - | |
| Owned by REN Gas, S.A.: | ||||||
| REN - Armazenagem, S.A. Mata do Urso - Guarda Norte - Carriço- Pombal |
Underground storage developement, maintenance and operation |
100% | - | 100% | - | |
| REN - Gasodutos, S.A. Estrada Nacional 116, km 32,25 - Vila de Rei - Bucelas |
National Natural Gas Transport operator and natural gas overall manager |
100% | - | 100% | - |
There were no changes in the consolidation perimeter in 2017 with respect to what was reported on 31 December 2016.
These consolidated financial statements were approved by the Board of Directors at a meeting held on 27 July 2017. The Board of Directors believes that the consolidated financial statements fairly present the financial position of the companies included in the consolidation, the consolidated results of their operations, their consolidated comprehensive income, the consolidated changes in their equity and their consolidated cash flows in accordance with the International Financial Reporting Standards for interim financial statements as endorsed by the European Union (IAS 34).
The consolidated financial statements for the six month period ended 30 June 2017 were prepared in accordance with International Financial Reporting Standards (IFRS) for interim financial reporting as endorsed by the European Union (IAS 34), therefore do not include all information required for annual financial statements so should be read in conjunction with the annual financial statements issued for the year ended 31 December 2016.
The Board of Directors evaluated the Group's going concern capability, based on all the relevant information, facts and circumstances, of financial, commercial and other natures, including subsequent events occurred after the financial statement report date. Particularly, as of 30 June 2017, current liabilities in the amount of 868,611 thousand Euros are higher than current assets, which total 424,355 thousands Euros.
However, in addition to the consolidated results and cash flows estimated for 2017, the Group has, as of 30 June 2017, credit lines in the form of commercial paper available for use in the amount of 644,350 thousands Euros, with a substantial part with guaranteed placement (Note 14).
In result of this assessment, the Board concludes that the Group has the adequate resources to proceed its activity, not intending to cease its operations in short term, and therefore considers adequate the use of a going concern basis in the preparation of the Company's financial statements.
The consolidated financial statements are presented in thousands of Euros – tEuros, rounded to the nearest thousand.
The consolidated financial statements were prepared for interim financial reporting purposes (IAS 34), on a going concern basis from the books and accounting records of the companies included in the consolidation, maintained in accordance with the accounting standards in force in the respective countries, adjusted in the consolidation process so that the financial statements are presented in accordance with International Financial Reporting Standards as endorsed by the European Union in force for the years beginning as from 1 January 2017.
Such standards include International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board ("IASB"), International Accounting Standards (IAS), issued by the International Accounting Standards Committee ("IASC") and respective SIC and IFRIC interpretations, issued by the International Financial Reporting Interpretation Committee ("IFRIC") and Standard Interpretation Committee ("SIC"), that have been endorsed by the European Union. The standards and interpretations are hereinafter referred generically to as IFRS.
The accounting policies used to prepare these consolidated financial statements are consistent in all material respects, with the policies used to prepare the consolidated financial statements for the year ended 31 December 2016, as explained in the notes to the consolidated financial statements for 2016. These policies were applied consistently in the presented periods.
The following standards, interpretations, amendments and revisions have been endorsed by the European Union with mandatory application in future economic exercises:
The future adoption of this standard is not expected to have significant impacts on REN's consolidated financial statements.
The Company did not apply any of these standards in advance in the financial statements for the sixmonth period ended June 30, 2017.
The following standards, interpretations, amendments and revisions, with mandatory application in future years, were not, until the date of preparation of these consolidated financial statements, been endorsed by the European Union:
| Standard | Applicable for financial years beginning on or after |
Resume |
|---|---|---|
| IFRS 14 - Regulatory Deferral Accounts | - | This standard establish the reporting requirements, by entities adopting IFRS for the first time, to regulated assets, allowing the maintenance of the accouting policies of the previous reporting requirements regarding the recognition, measurement, derecognition and impairment. IFRS sets for the presentation of regulated items recognized separately from the other assets and liabilities as well as expenses and income. |
| IFRS 16 - Leases | 01-jan-19 | This standard is intended to replace the actual standards of leases (IAS 17, IFRIC 4, SIC-15 and SIC-27) and clarifies the recognition, measurement, presentation and disclosure principles of leases. |
| IFRS 4 - Insurance contracts | 01-jan-21 | This standard is intended to replace IFRS 4 and requires all insurance contracts to be accounting for consistently. |
| Amendments to IFRS 10 - Consolidated financial statements and IAS 28 - Investment in Associates and Joint Ventures |
- | These amendments include clarification of various aspects related to the application of the exception for consolidation by investment entities. |
| Amendments to IAS 12 - Recognition of Deferred Tax Assets for Unrealised Losses |
01-jan-17 | The purpose of this amendment is to clarify the accounting of a deferred tax asset on an unrealized loss, in a debt instrument measured at fair value. |
| Amendments to IAS 7 - Statement of Cash Flows | 01-jan-17 | The purpose of this amendment, which is part of an ample reform project of the principles and requirements of presentation and disclosure of financial reporting (disclosure initiative) is to enable users of financial statements to evaluate changes resulting from financing activities. To this purpose, this amendment establishes additional disclosure requirements regarding financing activities. |
| IFRS 15 - Revenue from Contracts with Customers | 01-jan-18 | These amendments clarify how the principles set out in IFRS 15 should be applied. |
| Amendments to IFRS 2 - Share-based payment | 01-jan-18 | This amendment clarifies certain definitions, namely the definition of acquisition conditions and market conditions, in order to ensure consistency in the classification of share-based payments. |
| Amendments to IFRS 4 - Insurance contracts: Application of IFRS 9 with IFRS 4 |
01-jan-18 | This amendment clarifies the accounting impacts of the different effective dates of application of IFRS 4 and IFRS 9. |
| Annual improvements to IFRS (2014-2016 cycle) | 01-jan-17 and 01-jan-18 |
Cyclical improvements are introduced to clarify and simplify the application of international normative. The changes introduced in the 2014-2016 cycle focused on the revision of: (i) IFRS 1 (elimination of short-term exemptions that are no longer applicable); (ii) IFRS 12 (clarifies that disclosure requirements of IFRS 12 apply to all investments - referred to in paragraph 5 - even if classified as held for sale, for distribution to owners or discontinued operations in accordance with IFRS 5); and (iii) IAS 28 (clarifies that the option to measure an investment in an associate or joint venture held by an entity that is a venture capital organization or other qualified entity is available on an individual basis). |
| Amendments to IFRIC 22 - Foreign Currency Transactions and Advance Consideration |
01-jan-18 | This interpretation clarifies that relevant date for the recognition of an asset, expense or income relating to a foreign currency transaction for which an entity receives or pays in advance an amount in a foreign currency, is the date of the transaction. |
| Amendments to IAS 40 - Investment Property | 01-jan-18 | This amendment clarifies that a transfer of assets from or to the investment property caption should only be carried out when there is evidence of a change of use. Additionally, it is clarified that the change of intention to use is not evidence of a change of use. |
| IFRIC 23 Uncertainty over Income Tax Treatments | 01-jan-19 | Clarifies how the recognition and measurement requirements of IAS 12 - Income taxes are applied where there is uncertainty over income tax treatments. |
These standards were not yet endorsed by the European Union and, as such, were not adopted by the group in the period ended 30 June 2017.
The REN Group is organised in two main business segments, Electricity and Gas, and one secondary segment. The electricity segment includes the transmission of electricity in very high voltage, overall management of the public electricity system and management of the power purchase agreements (PPA) not terminated at 30 June 2007 and the pilot zone for electricity production from sea waves. The Gas segment includes high pressure gas transmission and overall management of the national natural gas supply system, as well as the operation of regasification at the LNG Terminal and the underground storage of natural gas.
Although the activities of the LNG Terminal and underground storage can be seen as separate from the transport of gas and overall management of the national natural gas supply system, since these operations provide complementary services to same users, it was considered that it is subject to the same risks and benefits.
The telecommunications segment is presented separately although it does not qualify for disclosure.
Management of external loans are centrally managed by REN SGPS, S.A. for which the Company choose to present the assets and liabilities separate from its eliminations that are undertaken in the consolidation process, as used by the main responsible operating decision maker.
| Electricity | Gas | Telecommunications | Others | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Sales and services provided | 189,648 | 80,867 | 2,563 | 16,126 | (16,212) | 272,992 |
| Inter-segments | 300 | 202 | 31 | 15,680 | (16,212) | - |
| Revenues from exernal customers | 189,349 | 80,665 | 2,532 | 446 | - | 272,992 |
| Revenue from construction of concession assets | - 37,535 |
- 3,322 |
- - |
- | - | 40,857 |
| Cost with construction of concession assets | (32,140) | (2,526) | - | - | - | (34,667) |
| Gains from associates and joint ventures | - | - | - | 2,754 | - | 2,754 |
| External supplies and services | (19,464) | (10,866) | (804) | (8,117) | 18,998 | (20,252) |
| Employee compensation and benefit expense | (10,212) | (3,608) | (129) | (10,851) | - | (24,800) |
| Other expenses and operating income | 8,212 | 940 | (13) | 5 | (2,787) | 6,357 |
| Operating cash flow | 173,579 | 68,129 | 1,617 | (84) | - | 243,241 |
| Investment income - dividends | - | - | - | 5,013 | - | 5,013 |
| Non reimbursursable expenses | ||||||
| Depreciation and amortizations | (78,449) | (30,073) | (9) | (105) | - | (108,636) |
| Provisions | (76) | 36 | - | 67 | - | 27 |
| Impairments | - | (10) | - | (189) | - | (199) |
| Financial results | ||||||
| Financial income | 372 | 5,281 | 15 | 79,589 | (81,367) | 3,889 |
| Financial costs | (31,837) | (12,499) | (0) | (73,746) | 81,367 | (36,716) |
| Profit before income tax | 63,589 | 30,864 | 1,624 | 5,531 | - | 106,619 |
| Income tax expense | (17,255) | (8,072) | (368) | (2,160) | - | (27,856) |
| Energy sector extraordinary contribution | (18,362) | (7,435) | - | - | - | (25,798) |
| Profit for the year | 27,971 | 15,357 | 1,255 | 3,371 | - | 52,965 |
| Electricity | Gas | Telecommunications | Others | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Sales and services provided | 182,045 | 85,860 | 2,632 | 16,706 | (16,683) | 270,559 |
| Inter-segments | 384 | 218 | 31 | 16,050 | (16,683) | - |
| Revenues from exernal customers | 181,661 | 85,642 | 2,601 | 655 | - | 270,559 |
| Revenue from construction of concession assets | 34,583 | 3,057 | - | - | - | 37,640 |
| Cost with construction of concession assets | (28,212) | (2,048) | - | - | - | (30,260) |
| Gains from associates and joint ventures | - | - | - | 726 | - | 726 |
| External supplies and services | (18,202) | (10,454) | (803) | (6,593) | 20,004 | (16,047) |
| Employee compensation and benefit expense | (10,428) | (4,034) | (122) | (10,492) | - | (25,075) |
| Other expenses and operating income | 5,492 | 954 | (109) | 778 | (3,725) | 3,391 |
| Operating cash flow | 165,279 | 73,334 | 1,599 | 1,125 | (404) | 240,933 |
| Investment income - dividends | - | - | - | 4,260 | - | 4,260 |
| Non reimbursursable expenses | ||||||
| Depreciation and amortizations | (77,101) | (29,821) | - | (116) | - | (107,038) |
| Provisions | (319) | (3) | - | - | - | (322) |
| Impairment | 28 | - | - | 92 | - | 120 |
| Financial results | ||||||
| Financial income | 5 | 7,297 | 17 | 81,509 | (84,460) | 4,368 |
| Financial costs | (36,506) | (17,270) | (1) | (81,850) | 84,864 | (50,763) |
| Profit before income tax | 51,386 | 33,537 | 1,615 | 5,021 | - | 91,559 |
| Income tax expense | (14,815) | (8,847) | (361) | (1,068) | - | (25,091) |
| Energy sector extraordinary contribution | (18,302) | (7,635) | - | - | - | (25,938) |
| Profit for the year | 18,269 | 17,054 | 1,254 | 3,953 | - | 40,530 |
Inter-segment transactions are carried out under normal market conditions, equivalent to transactions with third parties.
Revenue included in the segment "Others" is essentially related to the services provided by the management and back office to Group entities as well as third parties.
Assets and liabilities by segment as well as capital expenditures for the six month period ended 30 June 2017 were as follows:
| Electricity | Gas | Telecommunications | Others | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Segment assets | ||||||
| Group investments held | - | 517,456 | - | 1,615,939 | (2,133,395) | - |
| Property, plant and equipment and intangible assets | 2,608,923 | 1,148,452 | 70 | 460 | - | 3,757,904 |
| Other assets | 539,908 | 380,468 | 5,087 | 5,075,635 | (5,155,922) | 845,176 |
| Total assets | 3,148,831 | 2,046,376 | 5,157 | 6,692,033 | (7,289,317) | 4,603,080 |
| Total liabilities | 2,529,911 | 890,743 | 2,291 | 5,225,394 | (5,161,278) | 3,487,061 |
| Capital expenditure - total | 37,557 | 3,300 | - | 125 | - | 40,982 |
| Capital expenditure - property, plant and equipment (Note 5) | - | - | - | 125 | - | 125 |
| Capital expenditure - intangible assets (Note 5) | 37,557 | 3,300 | - | - | - | 40,857 |
| Investments in associates (Note 6) | - | - | - | 165,339 | - | 165,339 |
| Investments in joint ventures (Note 6) | - | - | - | 3,044 | - | 3,044 |
Assets and liabilities by segment as well as capital expenditures for the year ended 31 December 2016 were as follows:
| Electricity | Gas | Telecommunications | Others | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Segment assets | ||||||
| Group investments held | - | 533,685 | - | 1,453,960 | (1,987,645) | - |
| Property, plant and equipment and intangible assets | 2,650,536 | 1,175,219 | - | 535 | - | 3,826,290 |
| Other assets | 575,485 | 441,059 | 6,998 | 4,891,800 | (5,191,807) | 723,535 |
| Total assets | 3,226,022 | 2,149,964 | 6,998 | 6,346,295 | (7,179,452) | 4,549,825 |
| Total liabilities | 2,635,831 | 933,642 | 2,973 | 5,009,973 | (5,191,808) | 3,390,608 |
| Capital expenditure - total | 157,494 | 13,753 | - | 214 | - | 171,461 |
| Capital expenditure - property, plant and equipment (Note 5) | - | - | - | 214 | - | 214 |
| Capital expenditure - intangible assets (Note 5) | 157,494 | 13,753 | - | - | - | 171,247 |
| Investments in associates (Note 6) | - | - | - | 11,666 | - | 11,666 |
| Investments in joint ventures (Note 6) | - | - | - | 2,991 | - | 2,991 |
The liabilities included in the segment "Others" are essentially related to external borrowings obtained directly by REN SGPS, S.A. for financing the several activities of the Group.
The captions of the statement of financial position and profit and loss for each segment result of the amounts considered directly in the individual financial statements of each company that belongs to the Group included in the perimeter of each segment, corrected with the reversal of the intrasegment transactions.
During the six month period ended 30 June 2017, the changes in tangible and intangible assets in the period were as follows:
| 1 January 2017 | Changes | 30 June 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | Cost | Accumulated depreciation |
Net book value |
Additions | Disposals and write-offs |
Transfers | Depreciation charge |
Depreciation - disposals, write offs and other reclassifications |
Cost | Accumulated depreciation |
Net book value |
|
| Transmission and electronic equipment | 103 | (103) | - | - | - | - | - | - | 103 | (103) | 0 | |
| Buildings, halls and construction | 931 | (453) | 479 | - | - | - | - | - | 931 | (453) | 479 | |
| Transport equipment | 299 | (217) | 81 | 45 | (101) | - | (96) | 77 | 243 | (236) | 6 | |
| Office equipment | 27 | (9) | 18 | 80 | (3) | - | (17) | 3 | 103 | (23) | 80 | |
| 1,360 | (782) | 578 | 125 | (104) | - | (113) | 80 | 1,380 | (815) | 565 | ||
| 1 January 2017 | Changes | 30 June 2017 | ||||||||||
| Cost | Accumulated amortization |
Net book value |
Additions | Disposals and write-offs |
Transfers | Amortization charge |
Amortization - disposals, write offs and other reclassifications |
Cost | Accumulated amortization |
Net book value |
||
| Intangible assets: | ||||||||||||
| Concession assets | 7,365,215 | (3,618,333) | 3,746,882 | 274 | (1,591) | 2,044 | (108,523) | 883 | 7,365,941 | (3,725,973) | 3,639,968 | |
| Concession assets in progress | 78,831 | - | 78,831 | 40,583 | - | (2,044) | - | - | 117,370 | - | 117,370 | |
| 7,444,045 | (3,618,333) | 3,825,712 | 40,857 | (1,591) | - | (108,523) | 883 | 7,483,312 | (3,725,973) | 3,757,339 | ||
| Total of property, plant and equipment and intangible assets |
7,445,405 | (3,619,115) | 3,826,290 | 40,982 | (1,695) | - | (108,636) | 963 | 7,484,691 | (3,726,787) | 3,757,904 |
During the year ended 31 December 2016, the changes in tangible and intangible assets in the year were as follows:
| 1 January 2016 | Changes | 31 December 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | Cost | Accumulated depreciation |
Net book value | Additions | Disposals and write-offs |
Transfers | Depreciation charge |
Depreciation - disposals, write offs and other reclassifications |
Cost | Accumulated depreciation |
Net book value |
|
| Transmission and electronic equipment | 103 | (103) | - | - | - | - | - | - | 103 | (103) | - | |
| Buildings and other construction | 1,038 | (469) | 569 | 206 | (313) | - | (205) | 221 | 931 | (453) | 479 | |
| Transport equipment | 302 | (201) | 102 | 8 | (12) | - | (29) | 12 | 299 | (217) | 81 | |
| Office equipment | 27 | (4) | 23 | - | - | - | (5) | - | 27 | (9) | 18 | |
| 1,470 | (776) | 695 | 214 | (325) | - | (239) | 233 | 1,360 | (782) | 578 | ||
| 1 January 2016 | Changes | 31 December 2016 | ||||||||||
| Cost | Accumulated amortization |
Net book value |
Additions | Disposals and write-offs |
Transfers | Amortization charge |
Amortization - disposals, write offs and other reclassifications |
Cost | Accumulated amortization |
Net book value |
||
| Intangible assets | ||||||||||||
| Concession assets | 7,212,146 | (3,404,818) | 3,807,329 | 2,524 | (1,104) | 151,648 | (214,524) | 1,009 | 7,365,215 | (3,618,333) | 3,746,882 | |
| Concession assets in progress | 61,756 | - | 61,756 | 168,723 | - | (151,648) | - | - | 78,831 | - | 78,831 | |
| 7,273,902 | (3,404,818) | 3,869,085 | 171,247 | (1,104) | - | (214,524) | 1,009 | 7,444,045 | (3,618,333) | 3,825,712 | ||
| Total of property, plant and equipment and intangible assets | 7,275,373 | (3,405,593) | 3,869,779 | 171,461 | (1,429) | - | (214,761) | 1,241 | 7,445,405 | (3,619,115) | 3,826,290 |
The additions registered in six month period ended 30 June 2017 refer essentially to rights over the investments on construction/renovation and expansion of electrical and natural gas grid.
The main additions verified in the periods ended 30 June 2017 and 31 December 2016 are made up as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Electricity segment | ||
| Power line construction (150 KV, 220 KV and others) | 4,142 | 9,674 |
| Power line construction (400 KV) | 10,975 | 39,982 |
| Construction of new substations | 4,548 | 10,313 |
| Substation Expansion | 11,838 | 78,351 |
| Other renovations in substations | 1,179 | 5,094 |
| Improvements to telecommunications and information system | 1,757 | 8,607 |
| Pilot zone construction - wave energy | 102 | 210 |
| Improvements in buildings related to concession | 2,570 | 3,530 |
| Other assets | 173 | 1,735 |
| Gas segment | ||
| Expansion and improvements to gas transmission network | 1,479 | 10,281 |
| Construction project of cavity underground storage of natural gas in Pombal | 358 | 1,629 |
| Construction project and operating upgrade - LNG facilities | 1,463 | 1,842 |
| Others segment | ||
| Other assets | 399 | 214 |
| Total of additions | 40,982 | 171,461 |
The main transfers that were concluded and began activity during the periods ended 30 June 2017 and 31 December 2016 are made up as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Electricity segment | ||
| Power line construction (150 KV, 220 KV and others) | 6 0 |
11,505 |
| Power line construction (400 KV) | 230 | 39,829 |
| Substation Expansion | 211 | 68,929 |
| Other renovations in substations | - | 4,744 |
| Telecommunications and information system | 2 7 |
8,992 |
| Buildings related to concession | - | 4,402 |
| Other assets under concession | 208 - |
3 4 - |
| Gas segment | ||
| Expansion and improvements to natural gas transmission network | 1,129 | 9,640 |
| Construction project of cavity underground storage of natural gas in Pombal | 5 4 |
2,275 |
| Construction project and operating upgrade - LNG facilities | 125 | 1,298 |
| Total of transfer | 2,044 | 151,648 |
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Electricity segment | ||
| Power line construction (150KV/220KV e 400KV) | 43,969 | 29,142 |
| Substation Expansion | 36,519 | 23,502 |
| New substations projects | 19,190 | 14,854 |
| Other projects | 2,887 | 1,127 |
| Improvements in buildings related to concession | 3,696 | 1,086 |
| Gas segment | ||
| Expansion and improvements to natural gas transmission network | 6,805 | 6,459 |
| Construction project of cavity underground storage of natural gas in Pombal | 2,524 | 2,220 |
| Construction project and operating upgrade - LNG facilities | 1,779 | 441 |
| Total of assets in progress | 117,370 | 78,831 |
The intangible assets in progress as of 30 June 2017 and 31 December 2016 are as follows:
Financial costs capitalized in intangible assets in progress in the period ended 30 June 2017 amounted to 1,098 thousand Euros (1,263 thousand Euros as of 30 June 2016), while overhead and management costs capitalized amounted to 5,093 thousand Euros (6,117 thousand Euros as of 30 June 2016) (Note 19).
As of 30 June 2017 and 31 December 2016, the net book value of the intangible assets financed through lease contracts was as follows:
| Jun 2017 | Dez 2016 | |
|---|---|---|
| Cost | 5,690 | 6,153 |
| Accumulated depreciation and amortization | (2,673) | (2,506) |
| Net book value | 3,017 | 3,647 |
At 30 June 2017 and 31 December 2016, the financial information regarding the financial investments in associates and joint ventures held is as follows:
| Financial information | Capital owned | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non | Non | 30 June 2017 | Total | Group share | ||||||||||
| Head | Current | Current | current | Current | current | Net | Share | comprehe | Carrying | of profit / | ||||
| Company | Activity | office | assets | assets | assets | liabilities | liabilities Revenues | profit/(loss) | capital | nsive | % | amount | (loss) | |
| Equity method: | ||||||||||||||
| Associate: | ||||||||||||||
| OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. | Holding company | Lisbon | 2,610 | 1,591 | 26,830 | 838 | 455 | 831 | (361) | 27,129 | (361) | 4 0 |
10,645 | (1,021) |
| Electrogas, S.A. | Transport Gas | Chile | 18,635 | 9,592 | 51,045 | 12,287 | 16,246 | 16,165 | 8,310 | 32,104 | 8,310 | 42.5 | 154,694 | 3,721 |
| Joint venture | 165,339 | 2,700 | ||||||||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. Research & Development | Lisbon | 3,000 | 5,652 | 824 | 382 | - | 1,041 | 106 | 6,094 | 106 | 5 0 |
3,044 | 5 3 |
|
| 168,383 | 2,753 | |||||||||||||
| Financial information | Capital owned | |||||||||||||
| Non | Non | 31 December 2016 | Total | Group share | ||||||||||
| Head | Share | Current | current | Current | current | Net | Share | comprehe | Carrying | of profit / | ||||
| Company | Activity | office | capital | assets | assets | liabilities | liabilities Revenues | profit/(loss) | capital | nsive | % | amount | (loss) | |
| Equity method: | ||||||||||||||
| Associate: | ||||||||||||||
| OMIP - Operador do Mercado Ibérico (Portugal), SGPS, S.A. | Holding company | Lisbon | 2,610 | 680 | 30,302 | 1,092 | 208 | 1,638 | 1,070 | 29,681 | 30,752 | 4 0 |
11,666 | 515 |
| Joint venture | ||||||||||||||
| Centro de Investigação em Energia REN - STATE GRID, S.A. Research & Development | Lisbon | 3,000 | 6,409 | 1,109 | 1,527 | 1 | 3,902 | 1,603 | 5,989 | 7,592 | 5 0 |
2,991 | 798 | |
| (a) The company granted an option to sell of 5% of this participation. | 14,657 | 1,314 |
The changes in the caption "Investments in associates" during the period ended 30 June 2017 were as follows:
| Investments in associates | |
|---|---|
| At 1 January 2016 | 12,395 |
| Effect of aplying the equity method Others |
515 (1,244) |
| At 31 December 2016 | 11,666 |
| Effect of aplying the equity method Dividends allocation Acquisition of interest of Electrogas Conversion of financial statements into foreign currency |
2,700 (7,452) 169,285 (10,860) |
| At 30 June 2017 | 165,339 |
During the six-month period ended June 30, 2017, the Group acquired a 42.5% interest in the share capital of the Chilean company - Electrogas S.A., for the amount of 169,285 thousand Euros. This company owns a gas pipeline in the central zone of Chile and its social object is the provision of natural gas transportation services and other fuels.
The proportional value of the result in OMIP, SGPS includes the effect of the adjustment arising from changes to the financial statements of the previous year, after the application of the equity method.
The movement in the caption "Investments in joint ventures" during the period ended 30 June 2017 was as follows:
| Joint ventures | ||||||||
|---|---|---|---|---|---|---|---|---|
| At 1 January 2016 | 2,193 | |||||||
| Effect of aplying the equity method | 798 | |||||||
| At 31 December 2016 | 2,991 | |||||||
| Effect of aplying the equity method | 53 | |||||||
| At 30 June 2017 | 3,044 |
As of 30 June 2017 and 31 December 2016, the financial information regarding the joint venture held is as follows:
| Other financial information 30 June 2017 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents |
Current financial liabilities |
Non current financial liabilities |
Depreciations and amortizations |
Financial income |
Financial costs |
Income tax- (cost)/income |
||
| Joint venture Centro de Investigação em Energia REN - STATE GRID, S.A. |
5,349 | 4 | - | (284) | - | (1) | (24) |
| Other financial information 31 December 2016 |
|||||||
|---|---|---|---|---|---|---|---|
| Non | |||||||
| Cash and cash equivalents |
Current financial liabilities |
current financial liabilities |
Depreciations and amortizations |
Financial income |
Financial costs |
Income tax- (cost)/income |
|
| Joint venture Centro de Investigação em Energia REN - STATE GRID, S.A. |
5,166 | 6 | 1 | (522) | - | (1) | 209 |
REN is taxed based on the special regime for the taxation of group of companies ("RETGS"), which includes all companies located in Portugal that REN detains directly or indirectly at least 75% of the share capital, which should give more than 50% of voting rights, and comply with the conditions of the article 69º of the Corporate Income Tax law.
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities for a period of four years (five years for social security), except when there are tax losses, tax benefits granted or tax inspections, claims or appeals in progress, in which case the period can be extended or suspended, depending on the circumstances.
The Company's Board of Directors understands that possible corrections to the tax returns resulting from tax reviews /inspections carried out by the tax authorities will not have a significant effect on the financial statements as of 30 June 2017.
In 2017, in accordance with Law n. 7-A/2016, December 30, the Group is taxed at a Corporate Income Tax rate of 21%, increased by a municipal surcharge up the maximum of 1.5% over the taxable profit and (i) a state surcharge of an additional 3.0% of taxable profit between 1,500 thousand Euros and 7,500 thousand Euros,(ii) an additional 5.0% of taxable profit between 7,500 thousand Euros and 35,000 thousand Euros and (iii) 7.0% over the taxable profit in excess of 35,000 thousand Euros, which results in a maximum aggregate tax rate of 29.5%.
The tax rate used in the valuation of temporary taxable and deductible differences as of 30 June 2017, were calculated using the average tax rate expected in accordance with future perspective of taxable profits of the Company recoverable in the next periods.
Income tax registered in the six months period ended on 30 June 2017 and 2016 is detailed as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Current income tax | 49,767 | 28,188 |
| Adjustaments of income tax from previous year | (2,674) | (270) |
| Deferred income tax | (19,237) | (2,827) |
| Income tax | 27,856 | 25,091 |
Reconciliation between tax calculated at the nominal tax rate and tax recorded in the consolidated statement of profit and loss is as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Consolidated profit before income tax | 106,619 | 91,559 |
| Permanent differences | ||
| Non deductible costs | 389 | 455 |
| Non taxable income | 460 | (11,928) |
| Timing differences | ||
| Tariff deviations | 72,725 | 12,160 |
| Provisions and impairments | (434) | 38 |
| Revaluations | 2,603 | 2,890 |
| Pension, helthcare assistence and life insurance plans | (2,405) | (2,466) |
| Derivative financial instruments | (17) | 10,125 |
| Others | (27) | (29) |
| Taxable income | 179,912 | 102,804 |
| Tax rate | 37,424 | 21,589 |
| State surcharge tax | 9,331 | 4,747 |
| Municipal surcharge | 2,685 | 1,473 |
| Autonomous taxation | 327 | 378 |
| Current income tax | 49,767 | 28,188 |
| Deferred income tax | (19,237) | (2,827) |
| Deferred income tax | (19,237) | (2,827) |
| Adjustments of estimated tax in previous years | (2,674) | (270) |
| Income tax | 27,856 | 25,091 |
| Effective tax rate | 26.1% | 27.4% |
The caption "Income tax" payable and receivable as of 30 June 2017 and 31 December 2016 is detailed as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Corporate income tax - estimated tax | 50,979 | 67,566 |
| Corporate income tax - payments on account | (2,389) | (40,648) |
| Income withholding tax by third parties | (235) | (43) |
| Income tax payable | 48,355 | 26,875 |
The effect of deferred taxes registered in the consolidated financial statements is as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Impact on the statement of profit and loss | ||
| Deferred tax assets | 5,428 | (4,722) |
| Deferred tax liabilities | 13,809 | 16,018 |
| 19,237 | 11,296 | |
| Impact on equity | ||
| Deferred tax assets | (472) | 1,709 |
| Deferred tax liabilities | (868) | (796) |
| (1,339) | 913 | |
| Net impact of deferred taxes | 17,898 | 12,209 |
The changes in deferred tax by nature is as follows:
| Provisions /Impairments |
Pensions | Tariff deviations |
Derivative financial instruments |
Impairment of revalued assets |
Others | Total | |
|---|---|---|---|---|---|---|---|
| At 1 January 2017 | 1,901 | 36,433 | 11,679 | 3,687 | 8,962 | 162 | 62,825 |
| Increase/decrease through reserves | - | (36) | - | (435) | - | - | (472) |
| Reversal through profit and loss | (86) | (698) | - | (2,153) | (296) | (8) | (3,241) |
| Increase through profit and loss | - | - | 8,669 | - | - | - | 8,669 |
| Change in the period | (86) | (734) | 8,669 | (2,588) | (296) | (8) | 4,957 |
| At 30 June 2017 | 1,815 | 35,699 | 20,348 | 1,099 | 8,667 | 154 | 67,782 |
| Provisions | Tariff | Derivative financial |
Impairment of revalued |
||||
|---|---|---|---|---|---|---|---|
| /Impairments | Pensions | deviations | instruments | assets | Others | Total | |
| At 1 January 2016 | 1,873 | 37,462 | 13,761 | 2,382 | 10,182 | 178 | 65,838 |
| Increase/decrease through reserves | - | 407 | - | 1,302 | - | - | 1,709 |
| Reversal through profit and loss | - | (1,436) | (2,082) | - | (1,219) | (16) | (4,754) |
| Increase through profit and loss | 28 | - | - | 3 | - | - | 31 |
| Change in the period | 28 | (1,028) | (2,082) | 1,306 | (1,219) | (16) | (3,012) |
| At 31 December 2016 | 1,901 | 36,433 | 11,679 | 3,687 | 8,962 | 162 | 62,825 |
Deferred tax assets at 30 June 2017 correspond mostly to liabilities for benefit plans granted to employees and tariff deviations liabilities to be settled in subsequent years.
| Tariff deviations |
Revaluations | Derivative financial instruments |
Fair value of Available-for sale financial assets |
Total | |
|---|---|---|---|---|---|
| At 1 January 2017 | 38,878 | 24,688 | - | 9,461 | 73,027 |
| Increase/decrease through equity Reversal trough profit and loss |
- (12,768) |
- (1,041) |
- - |
868 - |
868 (13,809) |
| Change in the period | (12,768) | (1,041) | - | 868 | (12,941) |
| At 30 June 2017 | 26,110 | 23,647 | - | 10,329 | 60,086 |
Evolution of deferred tax liabilities – December 2016
| Tariff deviations |
Revaluations | Derivative financial instruments |
Fair value of Available-for sale financial assets |
Total | |
|---|---|---|---|---|---|
| At 1 January 2016 | 52,930 | 26,645 | 9 | 8,665 | 88,249 |
| Increase/decrease through equity Reversal trough profit and loss |
- (14,052) |
- (1,957) |
- (9) |
796 - |
796 (16,018) |
| Increase through profit and loss Change in the period |
- (14,052) |
- (1,957) |
- (9) |
- 796 |
- (15,222) |
| At 31 December 2016 | 38,878 | 24,688 | - | 9,461 | 73,027 |
Deferred tax liabilities relating to revaluations result from revaluations made in preceding years under legislation. The effect of these deferred taxes reflects the non-tax deductibility of 40% of future depreciation of the revaluation component (included in the assets considered cost at the time of the transition to IFRS).
The legal documents that establish these revaluations were the following:
| Legislation (Revaluation) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Electricity segment | Natural gas segment | |||||||
| Decree-Law nº 430/78 | Decree-Law nº 140/2006 | |||||||
| Decree-Law nº 399-G/81 | ||||||||
| Decree-Law nº 219/82 | ||||||||
| Decree-Law nº 171/85 | ||||||||
| Decree-Law nº 118-B/86 | ||||||||
| Decree-Law nº 111/88 | ||||||||
| Decree-Law nº 7/91 | ||||||||
| Decree-Law nº 49/91 | ||||||||
| Decree-Law nº 264/92 |
The accounting policies for financial instruments in accordance with the IAS 39 categories have been applied to the following financial assets and liabilities:
| Notes | Credits and other receivables |
Fair value - hedging derivative financial instruments |
Fair value - Negotiable derivatives |
Available-for sale |
Fair value - through profit and loss |
Other financial assets/liabilities |
Total carrying amount |
Fair value | |
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Cash and cash equivalents | 1 2 |
- | - | - | - | - | 22,670 | 22,670 | 22,670 |
| Trade and other receivables | 1 0 |
418,390 | - | - | - | - | - | 418,390 | 418,390 |
| Other financial assets | - | - | - | - | - | 20 | 20 | 20 | |
| Available-for-sale financial assets | 9 | - | - | - | 152,131 | - | - | 152,131 | 152,131 |
| Income tax receivable | 7 | - | - | - | - | - | - | - | - |
| Derivative financial instruments | 1 1 |
- | 11,019 | - | - | - | - | 11,019 | 11,019 |
| Total financial assets | 418,390 | 11,019 | - | 152,131 | - | 22,690 | 604,229 | 604,229 | |
| Liabilities | |||||||||
| Borrowings | 1 4 |
- | - | - | - | - | 2,617,425 | 2,617,425 | 2,634,329 |
| Trade and other payables | 1 7 |
- | - | - | - | - | 330,485 | 330,485 | 330,485 |
| Income tax payable | 7 | - | - | - | - | - | 48,355 | 48,355 | 48,355 |
| Drivative financial instruments | 1 1 |
- | 6,652 | 607 | - | - | - | 7,258 | 7,258 |
| Total financial liabilities | - | 6,652 | 607 | - | - | 2,996,265 | 3,003,524 | 3,020,427 |
| Notes | Credits and other receivables |
Fair value - hedging derivative financial instruments |
Fair value - Negotiable derivatives |
Available-for sale |
Fair value - through profit and loss |
Other financial assets/liabilities |
Total carrying amount |
Fair value | |
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Cash and cash equivalents | 1 2 |
- | - | - | - | - | 10,783 | 10,783 | 10,783 |
| Trade and other receivables | 1 0 |
458,971 | - | - | - | - | - | 458,971 | 458,971 |
| Other financial assets | - | - | - | - | 1,317 | 14 | 1,331 | 1,331 | |
| Available-for-sale financial assets | 9 | - | - | - | 150,118 | - | - | 150,118 | 150,118 |
| Income tax receivable | 7 | - | - | - | - | - | - | - | - |
| Derivative financial instruments | 1 1 |
- | 20,425 | - | - | - | - | 20,425 | 20,425 |
| Total financial assets | 458,971 | 20,425 | - | 150,118 | 1,317 | 10,797 | 641,628 | 641,628 | |
| Liabilities | |||||||||
| Borrowings | 1 4 |
- | - | - | - | - | 2,515,137 | 2,515,137 | 2,570,554 |
| Trade and other payables | 1 7 |
- | - | - | - | - | 332,091 | 332,091 | 332,091 |
| Income tax payable | 7 | - | - | - | - | - | 26,875 | 26,875 | 26,875 |
| Drivative financial instruments | 1 1 |
- | 13,275 | - | - | - | - | 13,275 | 13,275 |
| Total financial liabilities | - | 13,275 | - | - | - | 2,874,103 | 2,887,378 | 2,942,796 |
Loans obtained, as mentioned in Note 3.6, are initially measured at fair value and subsequently at amortized cost, except for those which it has been contracted a fair value hedge derivative (Note 11) which are measured at fair value. Nevertheless, REN proceeds to the fair value disclosure of the caption Borrowings, based on a set of relevant observable data, which fall within Level 2 of the fair value hierarchy.
The fair value of borrowings and derivatives is calculated by the discounted cash flows method, using the interest rate curve on the date of the statement of financial position in accordance with the characteristics of each loan.
The range of market rates used to calculate the fair value ranges between -0.350% and 1.325% (maturities of one day and fifteen years, respectively).
The fair value of borrowings contracted by the Group at 30 June 2017 is 2,634,329 thousand Euros (at 31 December 2016 was 2,570,554 thousand Euros), of which 403,364 thousand Euros are recorded partly at amortized cost and includes an element of fair value resulting from interest rates changes (at 31 December 2016 was 408,664 thousand Euros).
The following table discloses the Group's assets and liabilities measured at fair value at 30 June 2017 in accordance with the following hierarchy levels of fair value:
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Assets: | |||||
| Available-for-sale financial assets | Shares | 99,063 | 49,525 | - | 148,588 |
| Financial assets at fair value | Cash flow hedge derivatives | - | 4,435 | - | 4,435 |
| Financial liabilities at fair value | Fair value hedge derivatives | - | 6,584 | - | 6,584 |
| 99,063 | 60,544 | - | 159,607 | ||
| Liabilities: | |||||
| Financial liabilities at fair value | Loans | - | 403,364 | - | 403,364 |
| Financial liabilities at fair value | Cash flow hedge derivatives | - | 6,652 | - | 6,652 |
| Financial liabilities at fair value through profit and loss | Trading derivatives | - | 607 | - | 607 |
| - | 410,623 | - | 410,623 | ||
| 99,063 | (350,079) | - | (251,016) |
With respect to the current receivables and payables balances, its carrying amount corresponds to a reasonable approximation of its fair value.
The non-current accounts receivable and accounts payable refers, essentially, to tariff deviations whose amounts are communicated by ERSE, being its carrying amount a reasonable approximation of its fair value, given that they include the time value of money, being incorporated in the next two years tariffs.
From the last annual report period until 30 June 2017, there were no significant changes in the financial risk management of the Company compared to the risks disclosed in the consolidated financial statements as of 31 December 2016. A description of the risks can be found in Section 4 - Financial Risk Management of the consolidated financial statements for the year ended 2016.
The assets recognized in this caption as of 30 June 2017 and 31 December 2016 correspond to equity interests held on strategic entities for the Group, which can be detailed as follows:
| Head office | Book value | ||||
|---|---|---|---|---|---|
| City | Country | % owned | Jun 2017 | Dec 2016 | |
| OMEL - Operador del Mercado Ibérico de Energia (Polo Espanhol) | Madrid | Spain | 10.00% | 3,167 | 3,167 |
| Red Electrica Corporacion, S.A. ("REE") | Madrid | Spain | 1.00% | 99,063 | 97,060 |
| Hidroeléctrica de Cahora Bassa | Maputo | Mozambique | 7.50% | 49,525 | 49,516 |
| Coreso, S.A. | Brussels | Belgium | 10.00% | 173 | 173 |
| MIBGAS, S.A. | Madrid | Spain | 6.67% | 202 | 202 |
| 152,131 | 150,118 |
| OMEL | HCB | REE | Coreso | MIBGÁS | Total | |
|---|---|---|---|---|---|---|
| At 1 January 2016 | 3,167 | 47,104 | 104,384 | 208 | - | 154,862 |
| Acquisitions | - | - | - | - | 202 | 202 |
| Fair value adjustments | - | 2,412 | (7,324) | - | - | (4,912) |
| Disposals | - | - | - | (35) | - | (35) |
| Impairment | - | - | - | - | - | - |
| At 31 December 2016 | 3,167 | 49,516 | 97,060 | 173 | 202 | 150,118 |
| At 1 January 2017 | 3,167 | 49,516 | 97,060 | 173 | 202 | 150,118 |
| Acquisitions | - | 9 | 2,003 | - | - | 2,012 |
| Disposals | - | - | - | - | - | - |
| At 30 June 2017 | 3,167 | 49,525 | 99,063 | 173 | 202 | 152,131 |
Red Eléctrica de España ("REE") is the transmission system operator of electricity in Spain. REN, SGPS acquired 1% of equity interests in REE as part of the agreement signed by the Portuguese and Spanish Governments. REE is a listed company in Madrid`s index IBEX 35– Spain and the financial asset was recorded on the statement of financial position at the market price on 30 June 2017.
REN SGPS holds 2,060,661,943 shares which represents 7.5% of Hidroeléctrica de Cahora Bassa S.A. share capital and voting rights, as a result of the conditions established in the agreement signed on 9 April 2012, between REN, Parpublica – Participações Públicas, SGPS, S.A. ("Parpublica"), CEZA – Companhia Eléctrica do Zambeze, S.A. and EDM – Electricidade de Moçambique. This participation was initially recorded at its acquisition cost (38,400 thousand
Euros) and subsequently adjusted to its fair value which reflects the price at which the asset would be sold in an orderly transaction.
REN Company holds a financial stake in the Coreso's share capital, a Company which is also hold by other important European TSO's which, as initiative of the Coordination of Regional Security (CRS), assists the TSO's in the safely supply of electricity in Europe. In this context, Coreso develops and implements operational planning activities involving the analysis and coordination of the European regional electricity network, focusing on services coordination, ranging from coordination with several days in advance to near real time.
Within the scope of the creation of a sole operator in the electricity Iberian market (OMI), in 2011 and as agreed between the Portuguese republic and the Rein of Spain regarding the creation of the Iberian electrical energy market, the Group acquired 10% of the share capital of OMEL, Operador del Mercado Ibérico de Energia, S.A., in the amount of 3,167 thousand Euros.
As there are no available market price for the above referred investments (OMEL, MIBGAS and Coreso), and as it is not possible to determine the fair value of the period using comparable transactions, these shares are recorded at its acquisition cost deducted of impairment losses as described in Note 3.6 of the consolidated financial statements for the year ended 2016.
There is no evidence of impairment loss regarding the investments of OMEL, MIBGAS and Coreso at 30 June 2017.
The adjustments to fair value of available-for-sale financial assets are recognized in the equity caption "Fair value reserve" that as of 30 June 2017 and 31 December 2016 had the following amounts:
| Fair value reserve (Note 13) |
||||
|---|---|---|---|---|
| 1 January 2016 | 54,489 | |||
| Changes in fair value | (4,912) | |||
| Tax effect | (796) | |||
| 31 December 2016 | 48,781 | |||
| 1 January 2017 | 48,781 | |||
| Changes in fair value | 2,012 | |||
| Tax effect | (868) | |||
| 30 June 2017 | 49,925 |
In the six month periods ended 30 June 2017 and 2016 the dividends attributable to the Group are as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Red Eléctrica Corporación, S.A. ("REE") | 3,360 | 3,140 |
| OMEL - Operador del Mercado Ibérico de Energia (Polo Espanhol) | 55 | 41 |
| Hidroeléctrica de Cahora Bassa | 1,598 | 1,079 |
| 5,013 | 4,260 |
These amounts were recognized in the consolidated statement of profit and loss in the caption "Financial income" being received 5,890 thousand Euros in the first half of 2017 (2,326 thousand Euros in the first half of 2016).
Trade and other receivables as of 30 June 2017 and 31 December 2016 are made up as follows:
| Jun 2017 | Dec 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | ||
| Trade receivables | 288,882 | 155 | 289,037 | 290,505 | 355 | 290,860 | |
| Impairment of trade receivables | (843) | - | (843) | (843) | - | (843) | |
| Trade receivables net | 288,039 | 155 | 288,194 | 289,662 | 355 | 290,017 | |
| Tariff deviations | 80,861 | 18,123 | 98,984 | 129,007 | 9,790 | 138,797 | |
| State and Other Public Entities | 31,635 | - | 31,635 | 30,157 | - | 30,157 | |
| Trade and other receivables | 400,534 | 18,278 | 418,813 | 448,826 | 10,145 | 458,971 |
The most significant amounts in trade receivables are the receivables from: (i) EDP – Distribuição de Energia, S.A. in the amount of 75,238 thousand Euros (74,397 thousand Euros as of 31 December 2016); (ii) Galp in the amount of 18,610 thousand Euros (22,751 thousand Euros as of 31 December 2016); and (iii) the amount of 95,000 thousand Euros, as stated by the regulator ERSE in the context of sustainability measures of the National Electric System.
In the trade and other receivables also stands out the not invoicing of the activity of the Market Manager (MIBEL – Mercado Ibérico de Electricidade), in the amount of 15,916 thousand Euros (26,534 at 31 December 2016) and the amount still to invoice to EDP – Distribuição de Energia, S.A., of 5,725 thousand Euros (5,788 thousand Euros at 31 December 2016) regarding the CMEC. This transaction consists in a pass-through, being off set in the Group consolidated financial statement of profit and loss.
Changes to the impairment losses for trade receivable and other accounts receivable are made up as follows:
| Jun 2017 | Dec 2016 |
|---|---|
| (927) | |
| 56 | |
| - | 28 |
| (843) | (843) |
| (843) - |
As of 30 June 2017 and 31 December 2016 the REN Group has the following derivative financial instruments contracted:
| 31 June 2017 | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | |||||
| Derivatives designated as cash flow hedges | ||||||
| Interest rate swaps | 363 462 mEuros | - | - | 360 | 6,291 | |
| Interest rate and currency swaps | 10.000.000 mJPY | - | 4,435 | - | - | |
| - | 4,435 | 360 | 6,291 | |||
| Derivatives designated as fair value hedges | ||||||
| Interest rate swaps | 400.000 mEUR | - - |
6,584 6,584 |
- - |
- - |
|
| Trading derivatives | 60.000 mEUR | - | - | - | 607 | |
| - | - | - | 607 | |||
| Derivative financial instruments | - | 11,019 | 360 | 6,898 |
| Notional | Current Non-current | Current Non-current | |||
|---|---|---|---|---|---|
| Derivatives designated as cash flow hedges | |||||
| Interest rate swaps | 363 462 mEuros | - | - | 360 | 6,291 |
| Interest rate and currency swaps | 10.000.000 mJPY | - | 4,435 | - | - |
| - | 4,435 | 360 | 6,291 | ||
| Derivatives designated as fair value hedges Interest rate swaps |
400.000 mEUR | - | 6,584 | - | - |
| - | 6,584 | - | - | ||
| Trading derivatives | 60.000 mEUR | - | - | - | 607 |
| - | - | - | 607 | ||
| Derivative financial instruments | - | 11,019 | 360 | 6,898 | |
| 31 December 2016 | |||||
| Assets | Liabilities | ||||
| Notional | Current Non-current | Current Non-current | |||
| Derivatives designated as cash flow hedges | |||||
| Interest rate swaps | 363 462 mEUR | - | - | 1,063 | 11,072 |
| Interest rate and currency swaps | 10.000 MJPY | - | 8,673 | - | - |
| - | 8,673 | 1,063 | 11,072 | ||
| Derivatives designated as fair value hedges | |||||
| Interest rate swaps | 400.000 mEUR | - | 11,753 | - | - |
| - | 11,753 | - | - | ||
| Trading derivatives | 60 000 mEUR | - | - | - | 1,139 |
| - | - | - | 1,139 | ||
| Derivative financial instruments | - | 20,425 | 1,063 | 12,212 | |
| The valuation of the derivatives financial instruments portfolio is based on fair value valuations | |||||
| made by external entities. | |||||
| The amount recorded in this caption relates to interest rate and cross currency swaps, | |||||
| contracted to hedge the risk of fluctuation of future interest and foreign exchange rates, | whose | ||||
| counterpart are financial foreign and domestic entities financial entities with a solid credit | |||||
| rating. | |||||
| The amounts presented above include the amount of interest receivable or payable at 30 June | |||||
| 2017 relating to these derivatives financial instruments, in the total net amount receivable of | |||||
| 1.951 thousand Euros (1,950 thousand Euros receivable as of 31 December 2016). |
The main features of the derivatives financial instruments contracted associated with financing operations at 30 June 2017 and 31 December 2016 are:
| Reference value | Currency | REN's payments | REN's receipts | Maturity | Fair value at Jun 2016 |
Fair value at Dec 2015 |
|
|---|---|---|---|---|---|---|---|
| Cash flow hedge: | |||||||
| Interest rate swaps | 363 462 TEuros | EUR | [0,75%;1,89%] | [-0.33%;0.00%] - floating rates |
[Sep-2017;Dec 2024] |
(6,652) | (12,136) |
| Interest rate and currency swaps | 10 000 000 TJPY / 72 899 TEuros |
EUR/JPY | 5.64% (floating rate starting 2019) |
2.71% | 2024 | 4,435 | 8,673 |
| (2,217) | (3,463) | ||||||
| Fair value hedge: | |||||||
| Interest rate swaps | 400 000 TEuros | EUR | [-0,24%;0,09%] - floating rates |
[0.61%;1.72%] | [Oct-2020; Feb 2025] |
6,584 | 11,753 |
| 6,584 | 11,753 | ||||||
| Trading: Interest rate swaps |
60 000 TEuros | EUR | future floating rates | [0.00%;0.99%] | 2024 | (607) | (1,139) |
| (607) | (1,139) | ||||||
| Total | 3,761 | 7,150 |
The schedule of the cash flows of the derivative financial instruments portfolio is quarterly for cash flow hedge agreements and semi-annual and annual basis for derivative designated as a fair value hedge and semi-annual for the trading derivative.
The maturity schedule of cash flows and fair value hedge derivatives notional is shown in the following table:
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | Following years | Total | |
|---|---|---|---|---|---|---|---|---|
| Interest rate swap (cash flow hedge) | 63,462 | - | - | - | - | - 300,000 |
363,462 | |
| Interest rate and currency swap (cash flow hedge) | - | - | - | - | - | - 72,899 |
72,899 | |
| Interest rate swap (fair value hedge) | - | - | - | 100,000 | - | - 300,000 |
400,000 | |
| Interest rate swap (trading) | - | - | - | - | - | - 60,000 |
60,000 | |
| Total | 63,462 | - | - | 100,000 | - | - 732,899 |
896,361 |
The Group hedges part of its future payments of interests on borrowings and bond issues through the designation of interest rate swaps, on which REN pays a fixed rate and receives a variable rate.
As of 30 June 2017 the total amount of cash flow hedge is 363,462 thousand Euros (363,462 thousand Euros as of 31 December 2016). This refer to a hedge of the interest rate risk
associated with variable interest payments arising from recognized financial liabilities. The hedged risk is the index of the variable rate to which the interest of the financing is associated. The objective of this hedge is to convert loans at floating interest rates into fixed interest rate, the credit risk is not being hedged. The fair value of interest rate swaps at 30 June 2017 is negative 6,652 thousand Euros (at 31 December 2016, 12,136 thousand Euros negative).
In addition, the Group hedges its exposure to cash flow risk on its bond issue of 10,000 million JPY resulting from foreign exchange rate risk, through a cross currency swap with the main features equivalent to the debt issued. The same hedging instrument is used to hedge the fair value of the exchange rate risk of the bond issue through the forward start swap component which will only start in June 2019. The changes in the fair value of the hedging instrument are also recognized in hedging reserves. As from June 2019 the object will be to hedge exposure to JPY and the interest rate risk, transforming the operation into a fair value hedge, the changes in fair value of the debt issued resulting from the risks covered becoming recognized in the statement of profit and loss. The credit risk is not hedged.
The amounts resulting from the hedging instrument are recognized in the statement of profit and loss when the transaction hedged affects results for the year.
The fair value of the cross currency swap at 30 June 2017 was 4,435 thousand Euros positive (8,673 thousand Euros positive at 31 December 2016).
The underlying (borrowing) foreign exchange change for 30 June 2017, 2,759 thousand Euros positive (11,386 as of 30 June 2016 negative), was offset by a similar change in the hedging instrument in the statement of profit and loss.
The ineffective component of the fair value hedge amounted to 5,632 thousand Euros positive (6,196 thousand Euros positive at 31 December 2016). The effect recorded in the consolidated income statement for the six-month period ended June 30, 2017 amounts to Euro 563 thousand.
The amount recorded in reserves relating to the above mentioned cash flow hedge was 12,994 thousand Euros (17,542 thousand Euros at 31 December 2016).
The changes in this caption (Note 13) were as follows:
| Fair value | Deferred taxes | Hedging reserves |
|
|---|---|---|---|
| 1 January 2016 | (11,342) | 2,382 | 8,960 |
| Changes in fair value and ineffectiveness | (6,200) | 1,302 | (4,898) |
| 31 December 2016 | 17,542 | (3,684) | 13,858 |
| 1 January 2017 | 17,542 | (3,684) | 13,858 |
| Changes in fair value and ineffectiveness | (4,548) | 435 | (4,113) |
| 30 June 2017 | 12,994 | (3,248) | 9,745 |
To manage the fair value changes of debt issues, the Group trades interest rate swaps on which it pays a variable interest rate and receives a fixed interest rate.
As of 30 June 2017 the notional amount of fair value hedge derivatives reached 400,000 thousand Euros (400,000 thousand Euros in 31 December 2016). The covered risk is the fixed rate index to debt issued. The covered risk is the fair value changes of debt issues related to interest rate fluctuations. The objective of this hedging is to convert debt at fixed interest rates into variable interest rate, the credit risk is not being hedged.
The fair value of these interest rate swaps at 30 June 2017 was 6,584 thousand Euros positive (11,753 thousand Euros positive as of 31 December 2016).
Changes in the fair value of the debt issued resulting from the interest rate risk are recorded in the statement of profit and loss in order to offset changes in the fair value of the hedge instrument recorded in the statement of profit and loss.
As of 30 June 2017, the fair value change of the 400,000 thousand Euros debt related with interest rate risk amounted to 5,299 thousand Euros positive (19,183 thousand Euros negative as of 30 June 2016), causing an ineffective component of 151 thousand Euros (positive) (98 thousand Euros positive as of 30 June 2016).
REN has an interest rate forward start swap with a start date on 2019 and maturity on 2024, on which pays a fixed rate and receives a variable rate.
This derivative despite not being considered as a hedging instrument in accordance with IAS 39, is hedging the economic risk of changes in the forward interest rates for the above mentioned period.
As of 30 June 2017 the notional amount of this trading derivative is 60,000 thousand Euros (60,000 thousand Euros as of 31 December 2016). This is an hedging of interest rate risk of future variable interest rate cash flows associated with the Group finance liabilities. The hedged risk is a variable rate index to which the debt interests are associated. The objective of this hedging is to convert cash flows at a variable rate into a fixed rate, the credit risk is not hedged. The fair value of this negotiation derivative as of 30 June 2017 amounts to 607 thousand Euros negative (1,139 thousand Euros negative as of 31 December 2016).
The fair value changes of this negotiation derivative are recorded in the profit and loss statement. As of 30 June 2017 the amount related with the fair value of the trading derivative was an income of 533 thousand Euros (expense of 2,715 thousand Euros as of 30 June 2016).
The amounts considered as cash and cash equivalents as of 30 June 2017 and 31 December 2016 are made up as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Cash | 21 | 1 |
| Bank deposits | 22,649 | 10,782 |
| Cash and cash equivalents in the statement of financial position | 22,670 | 10,783 |
| Bank overdrafts (Note 14) | (374) | (103) |
| Cash and cash equivalents in cash flow statement | 22,296 | 10,680 |
REN's subscribed and paid up share capital as of 30 June 2017 and 31 December 2016 was made up of 534,000,000 shares of 1 Euro each.
| Number of shares |
||
|---|---|---|
| Share Capital | 534,000,000 | 534,000 |
As of 30 June 2017 REN SGPS had the following own shares:
| Number of shares |
Proportion | Amount | |
|---|---|---|---|
| Own shares | 3,881,374 | 0.73% | (10,728) |
No own shares were acquired or sold during the six month period ended 30 June 2017.
In accordance with the Commercial Company Code ("Código das Sociedades Comerciais") REN SGPS must at all times ensure that there are sufficient Equity Reserves to cover the value of treasury shares, limiting the amount of reserves available for distribution.
The caption "Reserves" in the amount of 313,602 thousand Euros includes:
In accordance with the Portuguese legislation: (i) increases in equity as a result of the incorporation of positive fair value (fair value reserves and hedging reserves) can only be distributed to shareholders when the correspondent assets have been sold, exercised, extinct, settled or used; and (ii) income and other positive equity changes recognised as a result of the
equity method can only be distributed to shareholders when paid-up. Portuguese legislation establishes that the difference between the equity method income and the amount of paid or deliberated dividends is equivalent to legal reserve.
The borrowing segregation between current and non-current and as well as by nature, as of 30 June 2017 and 31 December 2016 is as follows:
| Jun 2017 | Dec 2016 | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Bonds | 192,800 | 1,467,963 | 1,660,763 | 30,000 | 1,670,110 | 1,700,110 |
| Bank Borrowings | 46,919 | 481,818 | 528,738 | 61,730 | 495,349 | 557,078 |
| Commercial Paper | 280,650 | 150,000 | 430,650 | 101,000 | 152,000 | 253,000 |
| Bank overdrafts (note 17) | 374 | - | 374 | 103 | - | 103 |
| Finance Lease | 1,164 | 1,408 | 2,572 | 1,400 | 1,818 | 3,218 |
| 521,907 | 2,101,189 | 2,623,096 | 194,232 | 2,319,277 | 2,513,510 | |
| Accrued interest | 32,399 | - | 32,399 | 42,174 | - | 42,174 |
| Prepaid interest | (19,621) | (18,449) | (38,070) | (19,812) | (20,734) | (40,546) |
| Borrowings | 534,685 | 2,082,740 | 2,617,425 | 216,594 | 2,298,543 | 2,515,137 |
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | Following years | Total | |
|---|---|---|---|---|---|---|---|---|
| Debt - Non current | - | 34,050 | 228,077 | 381,036 | 70,390 | 48,886 | 1,338,750 | 2,101,189 |
| Debt - Current | 315,313 | 206,594 | - | - | - | - | - | 521,907 |
| 315,313 | 240,644 | 228,077 | 381,036 | 70,390 | 48,886 | 1,338,750 | 2,623,096 |
| Jun 2017 | ||||||
|---|---|---|---|---|---|---|
| Interest Payment | ||||||
| Issue Date | Maturity | Inicial Amount | Outstanding Amount | Interest Rate | Frequency | |
| 'Euro Medium Term Notes' programme emissions | ||||||
| 26/06/2009 | 26/06/2024 | TEUR JPY 10.000.000 (i) TEUR JPY 10.000.000 | Fixed rate (ii) | Semi-Annual | ||
| 16/01/2013 | 16/01/2020 | TEUR 150.000 (i) | TEUR 90.000 | Floating rate | Quarterly | |
| 31/01/2013 | 31/01/2018 | TEUR 300.000 | TEUR 162.800 | Fixed rate EUR 4,125% | Annual | |
| 17/10/2013 | 16/10/2020 | TEUR 400.000 (ii) | TEUR 267.755 | Fixed rate EUR 4,75% | Annual | |
| 12/02/2015 | 12/02/2025 | TEUR 300.000 (ii) | TEUR 500.000 | Fixed rate EUR 2,50% | Annual | |
| 01/06/2016 | 01/06/2023 | TEUR 550.000 | TEUR 550.000 | Fixed rate EUR 1,75% | Annual | |
| (i) These issues correspond to private placements. |
(ii) These issues have interest currency rate swaps associated
As of 30 June 2017, the Company has five commercial paper programs in the amount of 1,075,000 thousand Euros, of which 644,350 thousand Euros are available for utilization. Of the total amount, 630,000 thousand Euros have a subscription guarantee.
Bank loans are mainly agreed with the European Investment Bank (EIB), which at 30 June 2017 amounted to 483,738 thousand Euros (at 31 December 2016 it was 497,078 thousand Euros).
The Company signed a loan with a syndicate of banks, in the amount of 532,000 thousand Euros with a perspective for new investments.
The Company has also credit facilities negotiated and not used in the amount of 80,000 thousand Euros, maturing up to one year, which are automatically renewable periodically (if they are not resigned in the contractually specified period for that purpose).
As a result of the fair value hedge related to the debt emission in the amount of 400,000 thousand Euros, fair value changes concerning interest rate risk were recognized directly in statement of profit and loss, in an amount of 5,299 thousand Euros (positive) (at 30 June 2016 was 19,183 thousand Euros (negative)).
The Company's financial liabilities have the following main types of covenants: Cross default, Pari Passu, Negative Pledge, Leverage ratios and Gearing (ratio of total consolidated equity to the amount of the Group's total concession assets). The Gearing ratio comfortably meets the limits defined being 61% above the minimum.
Banks loans with EIB also include covenants relating to rating and other financial ratios in which the Group may be required to provide an acceptable guarantee to the EIB in the event of verification of the ratios or rating below the stipulated levels.
REN and its subsidiaries are a part of certain financing agreements and debt issues, which include change of control clauses, typical in this type of transactions, (including, though not so expressed, changes of control as a result of takeover bids) and essential to the realization of such transactions on applicable market context. In any case, the practical application of these clauses is limited considering the legal restrictions of REN shares ownership.
Following the legal standards and usual market practices, contractual terms and free market competition, establish that neither REN nor its counterparts in borrowing agreements are authorized to disclose further information regarding the content of these financing agreements.
The financial leases minimum payments and the present value of the financial leases liabilities at 30 June 2017 and 31 December 2016 are as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Finance lease liabilities - minimum lease payments | ||
| No later than 1 year | 1,189 | 1,439 |
| Later than 1 year and no later than 5 years | 1,423 | 1,844 |
| 2,612 | 3,283 | |
| Future finance charges on finance leases | (40) | (65) |
| Present value of finance lease liabilities | 2,572 | 3,218 |
| Jun 2017 | Dec 2016 | |
| The present value of finance lease liabilities is as follows | ||
| No later than 1 year | 1,164 | 1,400 |
| Later than 1 year and no later than 5 years | 1,408 | 1,818 |
| 2,572 | 3,218 |
REN – Rede Eléctrica Nacional, S.A. grants supplementary retirement, early-retirement and survivor pensions (hereinafter referred to as pension plan), provides its retirees and pensioners with a health care plan on a similar basis to that of its serving personnel, and grants other benefits such as long service bonuses, retirement bonuses and a death grant (referred to as "Other benefits"). Long services bonuses were extended to the remaining Group companies.
As of 30 June 2017 and 31 December 2016 the Group had the following amounts recorded relating to liabilities for retirement and other benefits:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Liability on the statement of financial position | ||
| Pension plan | 81,209 | 83,871 |
| Healthcare plan and other benefits | 41,932 | 41,802 |
| 123,141 | 125,673 |
During the six month period ended 30 June 2017 and 30 June 2016 the following operating expenses were recorded regarding benefit plans with employees:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Charges to the statement of profit and loss (Note 22) | ||
| Pension plan | 2,250 | 2,411 |
| Healthcare plan and other benefits | 647 | 322 |
| Life assurance plan | - | 401 |
| 2,897 | 3,134 |
The amounts reported to 30 June 2017 and 2016 result from the projection of the actuarial valuation as of 31 December 2016 and 2015, for the six month period ended 30 June 2017 and 2016, considering the estimated increase in salaries for 2017 and 2016.
The actuarial assumptions used to calculate the post-employment benefits, which are considered by the REN Group and the entity specialized in actuarial studies to be those that best meet the commitments established in the pension plan and related retirement benefit liabilities, are as follows:
| Dec 2016 | Dec 2015 | |
|---|---|---|
| Annual discount rate | 1.80% | 2.00% |
| Expected percentage of serving employees elegíble for early retirement (more than 60 years of age | ||
| and 36 years in Service) by Collective Work Agreement | 20.00% | 20.00% |
| Expected percentage of serving employees elegíble for early retirement - Management act | 20.00% | 20.00% |
| Rate of salary increase | 2.50% | 2.80% |
| Pension increase | 1.50% | 1.50% |
| Future increases of Social Security Pension amount | 0.50% | - |
| Inflation rate | 1.50% | 1.50% |
| Medical trend | 2.50% | 3.50% |
| Management costs (per employee/year) | 242 € | 238 € |
| Expenses medical trend | 1.50% | 1.50% |
| Retirement age (number of years) | 6 6 |
6 6 |
| Mortality table | TV 88/90 | TV 88/90 |
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Begining balance | 6,955 | 6,888 |
| Increases | 85 | 1,012 |
| Reversing | (112) | (496) |
| Utilization | (407) | (449) |
| Ending balance | 6,521 | 6,955 |
| Current provision | - | 801 |
| Non-current provision | 6,521 | 6,154 |
| 6,521 | 6,955 |
The changes in provisions in the reported periods is as follows:
As of 30 June 2017 the caption "Provisions" corresponds essentially to estimates of the payments to be made by REN resulting from legal processes in progress for damage caused to third parties, in the amount of 5,932 thousand Euros, and a restructuring provision in the amount of 589 thousand Euros, related to the Group's restructuring plan in course.
The caption "Trade and other payables" as of 30 June 2017 and 31 December 2016 was made up as follows:
| Jun 2017 | Dec 2016 | |||||
|---|---|---|---|---|---|---|
| Current | Non current Total | Current | Non current | Total | ||
| Trade payables | ||||||
| Current suppliers (Note 8) | 118,396 | - | 118,396 | 127,388 | - | 127,388 |
| Other creditors | ||||||
| Other creditors (Note 8) | 53,924 | 26,160 | 80,084 | 31,561 | 29,884 | 74,239 |
| Tariff deviations (Note 8) | 17,437 | 37,190 | 54,627 | 12,923 | 8,792 | 21,715 |
| Fixed assets suppliers (Note 8) | 49,059 | - | 49,059 | 104,230 | - | 104,230 |
| Tax payables (Note 8) (i) | 23,861 | - | 23,861 | - | - | - |
| Deferred income | ||||||
| Grants related to assets | 18,076 | 275,714 | 293,790 | 18,124 | 279,450 | 297,574 |
| Accrued costs | ||||||
| Holidays and holidays subsidies (Note 8) | 4,458 | - | 4,458 | 4,520 | - | 4,520 |
| Trade and other payables | 285,211 | 339,064 | 624,275 | 311,539 | 318,126 | 629,665 |
(i) Tax payables refer to VAT, personnel income taxes and other taxes
The caption "Trade and other payables" includes: (i) the amount of 49,963 thousand Euros, regarding the management of CAEs from Turbogás and Tejo Energia (46,102 thousand Euros at 31 December 2016); (ii) the amount of 19,510 thousand Euros of investment projects not yet invoiced (34,707 thousand Euros at 31 December 2016); (iii) the amount of 15,916 thousand
Euros (26,534 thousand Euros at 31 December 2016) from the activity of the Market Manager (MIBEL – Mercado Ibérico de Electricidade); and (iv) the amount to invoice to EDP – Gestão da Produção de Energia, S.A., of 5,725 thousand Euros (5,788 thousand Euros at 31 December 2016) regarding the CMEC, which was also reflected in the caption of "Trade and other receivables" (Note 10). This last transaction sets a pass-through in the consolidated income statement of REN.
In the six month period ended 30 June 2017 the caption "Other creditors" include the Energy Sector Extraordinary Contribution ("ESEC"), in the amount of 25,798 thousand Euros (Note 25) (25,938 thousand Euros at 30 June 2016).
Sales and services rendered recognized in the consolidated statement of profit and loss are made up as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Goods: | ||
| Domestic market | 15 | 154 |
| 15 | 154 | |
| Services: | ||
| Electricity transmission and overall systems management | 186,581 | 179,797 |
| Natural gas transmission | 59,200 | 54,546 |
| Regasification | 14,759 | 19,081 |
| Underground gas storage | 6,655 | 12,015 |
| Telecommunications network | 2,518 | 2,448 |
| Trading | 2,501 | 1,662 |
| Others | 764 | 857 |
| 272,977 | 270,405 | |
| Total sales and services rendered | 272,992 | 270,559 |
As part of the concession contracts treated under IFRIC 12, the construction activity is subcontracted to specialized suppliers.
Therefore the Group obtains no margin in the construction of these assets. The detail of the revenue and expenses with the acquisition of concession assets for the six month periods ended 30 June 2017 and 30 June 2016 is the following:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Revenue from construction of concession assets | ||
| - Acquisitions | 34,667 | 30,260 |
| - Own work capitalised : | ||
| Financial expenses (Note 5) | 1,098 | 1,263 |
| Overhead and management costs (Note 5) | 5,093 | 6,117 |
| 40,857 | 37,640 | |
| Cost of construction of concession assets | ||
| - Acquisitions | 34,667 | 30,260 |
| 34,667 | 30,260 |
The caption "Other operating income" is made up as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Recognition of investment subsidies | 9,038 | 9,056 |
| Supplementary income | 658 | 784 |
| Disposal of unused materials | 1,895 | - |
| Others | 2,021 | 421 |
| 13,611 | 10,262 |
The caption "External supplies and services" for the six month periods ended 30 June 2017 and 2016 is made up as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Fees relating to external entities i) | 5,654 | 3,806 |
| Electric energy costs | 3,052 | 2,052 |
| Maintenance costs | 2,729 | 2,713 |
| Cross border interconnection costs ii) | 2,311 | 582 |
| Insurance costs | 1,586 | 1,597 |
| Gas transport subcontracts | 1,132 | 1,647 |
| Security and surveillance | 835 | 829 |
| Travel and transportation costs | 524 | 598 |
| Advertising and communication costs | 419 | 452 |
| Other (less than 500 thousand Euros) | 2,009 | 1,771 |
| External supplies and services | 20,252 | 16,047 |
i) The fees paid to external entities refer to specialized work and fees paid by REN for contracted services and specialized studies.
ii) The cross border interconnection costs refer to the cost assumed on cross-border trade in electricity.
Personnel costs are made up as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Remuneration | ||
| Board of directors | 1,220 | 1,191 |
| Personnel | 16,120 | 16,330 |
| 17,339 | 17,521 | |
| Social charges and other expenses | ||
| Post-employement and other benefits cost (Note 15) | 2,897 | 3,134 |
| Charges on remuneration | 3,570 | 3,601 |
| Social support costs | 61 | 45 |
| Other | 931 | 775 |
| 7,460 | 7,555 | |
| Total personnel costs | 24,800 | 25,075 |
The Corporate Bodies remuneration includes remunerations paid to the Board of Directors as well as to the Board of the General Shareholders meeting.
Other operating costs are made up as follows:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| ERSE operating costs i) | 4,866 | 4,870 |
| Donations | 98 | 70 |
| Taxes | 486 | 515 |
| Quotizations | 814 | 744 |
| Others | 867 | 467 |
| 7,131 | 6,665 |
i) The caption "ERSE operating costs" corresponds to ERSE's operating costs, to be recovered through electricity and gas tariffs.
Financial costs and income are made up as follows:
| Financial costs | ||
|---|---|---|
| Interest on bonds issued | 24,984 | 33,937 |
| Interest on commercial paper issued | 2,126 | 2,637 |
| Other borrowing interests | 7,378 | 10,500 |
| Derivative financial instruments | 563 | 2,994 |
| Other financing expenditure | 1,665 | 695 |
| 36,716 | 50,763 | |
| Financial income | ||
| Interest income | 356 | 3 |
| Derivative financial instruments | 1,972 | 1,296 |
| Other financial investments | 1,561 | 3,069 |
| 3,889 | 4,368 |
Law No. 83-C / 2013 of 31 December introduced a specific contribution of entities operating in the energy field, called Energy Sector Extraordinary Contribution ("ESEC"), which was extended by Law No. 82-B/2014, of 31 December, and Law No. 15—C/2016, of 30 December, for the year of 2016 and 2017, respectively.
The regime introduced is aimed at financing mechanisms that promote systemic sustainability of the sector through the setting up of a fund with the main objective of reducing the tariff deficit. Are subject to this regime, among others, the entities that are dealers of transport activities or distribution of electricity and natural gas.
The calculation of the ESEC is levied on the value of the assets with reference to the first day of the financial year 2017 (1 January 2017) that include cumulatively, the property, plant and equipment, intangible assets, with the exception of industrial property elements, and financial assets related with regulated activities. In the case of regulated activities, the ESEC is levied on the value of regulated assets (i.e. the amount recognised by ERSE in the calculation of the allowed income with reference to 1 January 2017) if it is greater than the value of those assets, over which the rate of 0.85% is applied. timing and amounts certain or ascertainable, REN recorded a liability in the amount of 25,798 Jun 2017 Jun 2016
To the extent that it is a present obligation whose facts originating already occurred, with
thousand Euros (Note 17) (for the six months period ended 30 June 2016 was 25,938 thousand Euros) against a cost in the statement of profit and loss.
Earnings per share attributable to REN's shareholders were calculated as follows:
| Jun 2017 | Jun 2016 | ||
|---|---|---|---|
| Consolidated net profit used to calculate earnings per share | (1) | 52,965 | 40,530 |
| Number of ordinary shares outstanding during the period (Note 13) | (2) | 534,000,000 | 534,000,000 |
| Effect of treasury shares (Note 13) (average number of shares) | 3,881,374 | 3,881,374 | |
| Number of shares in the period | (3) | 530,118,626 | 530,118,626 |
| Basic earnings per share (euro per share) | (1)/(3) | 0.10 | 0.08 |
Basic earnings per share are the same as diluted earnings as there is no situation that could originate dilution effects.
During the General Shareholders Meeting held on 11 May 2017, the shareholders approved the distribution of dividends with respect to the net profit of 2016, in the amount of 91,314 thousand Euros, corresponding to a gross dividend amount of 0.171 Euros per share, which include 664 thousand Euros attributable to own shares.
| Beneficiary | Scope | Jun 2017 | Dec 2016 |
|---|---|---|---|
| European Investment Bank (EIB) | To guarantee loans | 269,720 | 278,033 |
| General Directorate of Energy and Geology | To guarantee compliance with the obligations assumed resulting from the contract relating to the public service concession |
20,500 | 20,500 |
| Judge of District Court | Guarantee for expropriation processes | 5,549 | 5,549 |
| Court of the District of Lisbon | Ensure suspension of the continuation of the pending enforcement process | 5,530 | 5,530 |
| Municipal Council of Seixal | Guarantee for litigation | 2,370 | 2,152 |
| Tax Authority and Customs | Ensure the suspension of tax enforcement proceedings | 1,916 | 2,312 |
| Municipal Council of Odivelas | Guarantee for litigation | 1,119 | 1,119 |
| Municipal Council of Silves | Guarantee for expropriation processes | 352 | 352 |
| NORSCUT - Concessionária de Auto-estradas, SA | To guarantee prompt payment of liabilities assumed by REN in the contract ceding utilization | 200 | 200 |
| European Union | To comply with the contractual requirements on a financing agreement | 177 | 177 |
| Labour Court of Lisbon | Guarantee for litigation | 153 | 153 |
| Municipal Council of Aveiro | Guarantee for litigation | 87 | 87 |
| EP - Estradas de Portugal | To guarantee compliance with the obligations assumed | 79 | 79 |
| GSE - Georgian State Electrpsystem JSC | Providing services contract | 57 | 57 |
| Social Security Institution | Ensure compliance with obligations | 15 | 15 |
| Câmara Municipal de Lisboa | Guarantee the suspension of municipal tax | 9 | 9 |
| Câmara Municipal de Vila Nova de Gaia | Guarantee the suspension of process nº 412/13 | 2 | 2 |
| 307,835 | 316,327 |
As of 30 June 2017 and 31 December 2016, the shareholder structure of Group REN was as follows:
| Jun 2017 | Dec 2016 | |||
|---|---|---|---|---|
| Number of | ||||
| shares | % | shares | % | |
| State Grid Europe Limited (Grupo State Grid) | 133,500,000 | 25.00% | 133,500,000 | 25.00% |
| Mazoon B.V. (Grupo Oman Oil Company S.A.O.C.) | 80,100,000 | 15.00% | 80,100,000 | 15.00% |
| Fidelidade - Companhia de Seguros, S.A. | 28,368,817 | 5.31% | 28,370,665 | 5.31% |
| Red Eléctrica Internacional, S.A.U. | 26,700,000 | 5.00% | 26,700,000 | 5.00% |
| The Capital Group Companies, Inc. | 25,365,000 | 4.75% | 26,792,304 | 5.02% |
| Great-West Lifeco, Inc. | 10,980,987 | 2.06% | 10,980,987 | 2.06% |
| EDP - Energias de Portugal, S.A. | - | 0.00% | 26,707,335 | 5.00% |
| Own shares | 3,881,374 | 0.73% | 3,881,374 | 0.73% |
| Free float | 225,103,822 | 42.15% | 196,967,335 | 36.89% |
| 534,000,000 | 100.00% | 534,000,000 | 100.00% |
There were no transactions made by board members, compared to the consolidated financial statements of REN, on 31 December 2016, were made.
The Board of Directors of REN, SGPS was considered in accordance with IAS 24 to be the only key entity in the management of the Group.
Remuneration of the Board of Directors of REN, SGPS in the six month period ended 30 June 2017 amounted to 1,220 thousand Euros (1,191 thousand Euros on 30 June 2016), as shown in the following table:
| Jun 2017 | Jun 2016 | ||
|---|---|---|---|
| Remuneration and other short term benefits | 792 | 763 | |
| Management bonuses | 428 | 428 | |
| 1,220 | 1,191 |
In its activity REN maintains transactions with Group entities or with dominated parties. The terms in which these transactions are held are substantially identical to those practiced between independent parties in similar operations.
In the consolidation process the amounts related to such transactions or open balances are eliminated (Note 3.2 of the notes to the consolidated financial statements as of 31 December 2016) in the consolidated financial statements.
The main transactions held between Group companies were: (i) borrowings and shareholders loans; and (ii) shared services namely legal, administrative and IT services.
REN Group carried out the following transactions with reference shareholders, qualified shareholders and related parties:
| Jun 2017 | Jun 2016 | |
|---|---|---|
| Sales and services rendered | ||
| Invoicing issued- EDP | 720,043 | 619,750 |
| Invoicing issued- OMIP | 44 | 31 |
| Invoicing issued - CHINA ELECTRIC POWER RESEARCH INSTITUTE | 90 | - |
| Invoicing issued - REE | 1,171 | 767 |
| Invoicing issued - Centro de Investigação em Energia REN - State Grid | 64 | 196 |
| Dividends received: | ||
| REE | 3,360 | 3,140 |
| 724,771 | 623,884 |
The amounts shown as invoicing issued to EDP relate essentially to the overall management of the electricity system tariff (UGS) and electricity transmission tariff (TEE) that include pass through amounts with income and costs being reversed in the consolidated statement of profit and loss.
| Jun 2017 | Jun 2016 | |
|---|---|---|
| External supplies and services | ||
| Invoicing received-EDP | 333,785 | 262,368 |
| Invoicing received - REE | 6,264 | 3,671 |
| Invoicing received - CMS Rui Pena & Arnaut1 | 85 | 43 |
| 340,134 | 266,082 | |
1 Entity related to the Board member José Luis Arnaut.
The amounts shown as invoicing received from EDP relate to the intermediation role of REN in the purchase and sale of electricity, where REN acts as an agent, income and costs being reversed in the statement of profit and loss, since they are pass through amounts in the income recognition.
As of 30 June 2017 and 31 December 2016 the balances resulting from transactions with related parties were as follows:
| Jun 2017 | Dec 2016 | |
|---|---|---|
| Trade and other receivables | ||
| EDP - Trade receivables | 97,772 | 93,820 |
| EDP - Guarantees | 155 | 155 |
| EDP - Other receivables | 1,454 | 4,813 |
| OMIP - Trade receivables | - | |
| OMIP - Other receivables | 62 | 2,976 |
| Oman Oil - Other receivables | 1 | 1 |
| Centro de Investigação em Energia REN - State Grid - Other receivables | - | 78 |
| Centro de Investigação em Energia REN - State Grid - Trade receivable | 13 | 8 |
| CHINA ELECTRIC POWER RESEARCH INSTITUTE | 90 | - |
| REE - Trade receivables | 141 | 160 |
| 99,689 | 102,011 | |
| Trade and other payables | ||
| EDP - Trade payables | 9,586 | 4,761 |
| Centro de Investigação em Energia REN - State Grid - Other payables | 1 | 78 |
| CMS - Rui Pena & Arnaut - Trade payables 1 | 18 | 16 |
| REE - Trade payables | 591 | 678 |
| 10,197 | 5,533 | |
1 Entity related to the Board member José Luis Arnaut.
After the date of the statement of financial position, there were no events that give rise to additional adjustments or disclosures in the consolidated financial statements of the Company for the six months ended in 30 June 2017.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with IAS 34 – Interim Financial Reporting. In the event of discrepancies, the Portuguese language version prevails.
Susana Neves
The Board of Directors:
Rodrigo Costa (Chairman of the Board of Directors and Chief Executive Officer)
Omar Al Wahaibi (Member of the Board of Directors)
(Member of the Board of Directors)
Jorge Magalhães Correia
Audit Committee)
João Faria Conceição (Member of the Board of Directors and Chief Operational Officer)
Gonçalo Morais Soares (Member of the Board of Directors and Chief Financial Officer)
Manuel Sebastião (Member of the Board of Directors and Chairman of the Audit Committee)
Guangchao Zhu (Vice-President of the Board of Directors designated by State Grid International Development Limited)
Gonçalo Gil Mata (Member of the Board of Directors and of the
Mengrong Cheng (Member of the Board of Directors)
Longhua Jiang (Member of the Board of Directors) Maria Estela Barbot (Member of the Board of Directors and of the Audit Committee)
José Luis Arnaut (Member of the Board of Directors)
Note – The remaining pages of this Report & Accounts were initialled by the members of the Executive Committee, and by the Certified Accountant, Susana Neves.
DECLARATION PROVIDED IN THE ARTICLE 246 (1) (C) OF THE PORTUGUESE SECURITIES CODE
In accordance with and for the purposes of article 246 (1) (c) of the Portuguese Securities Code, each one of the members of the Board of Directors of REN – Redes Energéticas Nacionais, SGPS, S.A., nominally identified below, has underwritten the declaration transcribed hereafter 1 :
"I hereby declare, pursuant to and for the purposes specified in Article 246, No. 1, paragraph c) of the Portuguese Securities Code, to the best of my knowledge, and serving as and in the scope of the functions that I am entrusted with, based on the information made available to me, that the consolidated financial statements have been prepared in accordance with the applicable accounting standards, thus providing a true and fair view of the assets and liabilities, financial position and results of REN – Redes Energéticas Nacionais, SGPS, S.A. and of the companies included in its scope of consolidation, and that the management report relating to the first semester of 2017 faithfully describes the evolution of the business, the performance and position of those companies, also containing a description of the main future risks and uncertainties.
Lisbon, 27 th July 2017"
Rodrigo Costa (Chaiman of the Board of Directors and President of the Executive Committee)
João Faria Conceição (Member of the Board of Directors and of the Executive Committee)
Gonçalo Morais Soares (Member of the Board of Directors and of the Executive Committee)
Guangchao Zhu (Vice-President of the Board of Directors designated by State Grid International Development Limited)
Mengrong Cheng (Member of the Board of Directors)
Longhua Jiang (Member of the Board of Directors)
Omar Al-Wahaibi (Member of the Board of Directors)
Jorge Magalhães Correia (Member of the Board of Directors)
Manuel Sebastião (Member of the Board of Directors and President of the Audit Committee)
Gonçalo Gil Mata (Member of the Board of Directors of the Audit Committee)
Maria Estela Barbot (Member of the Board of Directors and of the Audit Committee)
José Luis Arnaut (Member of the Board of Directors)
___________________________
1 The original of the mentioned individual statements are available, for consultation, at the Company's head office.
4.2 List of qualified shareholdings [Item c) of no. 1 of Article 9 of CMVM'S Regulation no. 5/2008
| List of Holders of Qualified Shareholdings | No of Shares | Capital | Voting Rights (%) |
|---|---|---|---|
| (at 30.06.2017) | (%) | ||
| State Grid Corporation of China | 133,500,0001 | 25.0% | 25.00% |
| Oman Oil Company SAOC | 80,100,0002 | 15.0% | 15.00% |
| Fidelidade – Companhia de Seguros, S.A. | 28,370,6653 | 5.3% | 5.31% |
| Red Eléctrica Corporación, S.A. | 26,700,0004 | 5.0% | 5.00% |
| The Capital Group Companies, Inc. | 25,365,0005 | 4.7% | 4.75% |
| Great-West Lifeco, Inc. | 10,980,9876 | 2.0% | 2.06% |
| EDP - Energias de Portugal, S.A. | 8,017,3357 | 1.5% | 1.50% |
Therefore, pursuant to article 20 of the Portuguese Securities Code, as of 30 June 2017 and following the information provided by the shareholders and/or by the directors, the qualifying holdings of shareholders to which voting rights corresponding to, at least, 2% of the voting rights inherent to REN's share capital were attributable, are as follows:
| Nr. of Shares | % Voting rights | |
|---|---|---|
| State Grid Corporation of China (through State Grid Europe Limited) | 133,500,000 | 25.00% |
| Oman Oil Company SAOC (through Mazoon B.V.) | 80,100,000 | 15.00% |
| Fidelidade – Companhia de Seguros, S.A. (comprises 95,816 shares held by Via Directa, 30,000 shares held by CPR, 78,907 shares held by Fidelidade Assistência and 50,726 shares held by Multicare) |
28,370,665 | 5.31% |
| Red Eléctrica Corporatión, S.A. (through Red Eléctrica Internacional, S.A.U.) | 26,700,000 | 5.00% |
| The Capital Group Companies, Inc. (through Capital Research and Management Company, a fund management company, and includes 20,085,000 shares held through SMALLCAP World Fund, Inc.) |
25,365,000 | 4,75% |
| Great-West Lifeco, Inc. (comprises 82 shares held through PanAgora Asset Management, Inc., 10,740,000 shares held through collective investment entities managed by Setanta Asset Management Limited, 218,618 shares held through collective investment entities managed by GLC Asset Management Group Ltd., and 22,223 shares held by the sub-fund Indexed World Small Cap Equity, sub-fund of Beresfird Funds plc, managed by Irish Investment Managers Limited. |
10,980,987 | 2.06% |
1 Through State Grid Europe Limited (SGEL), which is controlled by State Grid International Development Limited (SGID), which is controlled by State Grid Corporation of China.
2 Through Mazoon B.V., which is controlled by Oman Oil Holding Europe B.V. wich is controlled by Oman Oil Company SAOC.
4 Through Red Eléctrica Internacional, S.A.U., which is controlled by Red Eléctrica Corporatión, S.A..
5 Through Capital Research and Management Company, a fund management company, which is controlled by the Capital Group Companies, Inc.. These shares are not held directly but on behalf of the participants of the funds in discretionary management. Comprises 20,085,000 shares held through SMALLCAP World Fund, Inc..
3These qualified shareholdings of Fidelidade – Companhia de Seguros, S.A. (Fidelidade) comprise (i) 28,115,216 shares held directly by Fidelidade, (ii) 95,816 shares held by Via Direta – Companhia de Seguros, S.A. (Via Direta), (iii) 30,000 shares held by CPR – Companhia Portuguesa de Resseguros, S.A. (CPR), companies wholly owned by Fidelidade, (iv) 78,907 shares held by Fidelidade Assistência – Companhia de Segruros, S.A. (Fidelidade Assistência) and (v) 50,726 shares held by Multicare – Seguros de Saúde, S.A. (Multicare) which are controlled by the common shareholder LongRun Portugal, SGPS, SA (Longrun). 84.98% of the share capital and voting rights of Fidelidade are held by LongRun, which is in turn wholly owned by Millennium Gain Limited, which is 100% owned by Fosun Financial Holdings Limited, which is in turn wholly owned by Fosun International Limited, companies to which the abovementioned holdings are attributable.
6 The qualified shareholding of Great-West Lifeco, Inc. comprises the following shares held by companies in a group relation with Great-West Lifeco, Inc.: (i) 82 shares held through PanAgora Asset Management, Inc. (ii) 10,740,000 shares held through collective investment entities managed by Setanta Asset Management Limited, (iii) 218,618 shares held through collective investment entities managed by GLC Asset Management Group Ltd., and (iv) 22,223 shares held by the sub-fund Indexed World Small Cap Equity, sub-fund of Beresfird Funds plc, managed by Irish Investment Managers Limited.
7 On 28th June 2017 it was announced to the market the disposal of 18,690,000 shares held by EDP - Energias de Portugal, S.A. (EDP). This company holds indirectly 8,017,335 shares through EDP Pension Fund, a company in a group relation with EDP.
| Board of Directors | Acquisitions | Encumbrances | Disposals | Nr. of shares at 30.06.2017 |
|
|---|---|---|---|---|---|
| Rodrigo Costa | - | - | - | 0 (zero) | |
| Executive Committee | João Faria Conceição | - | - | - | 500 |
| Gonçalo Morais Soares | - | - | - | 0 (zero) | |
| Guangchao Zhu – designated by State Grid International Development Limited |
- | - | - | 0 (zero) | |
| Mengrong Cheng | - | - | - | 0 (zero) | |
| Longhua Jiang | - | - | - | 0 (zero) | |
| Omar Al-Wahaibi | - | - | - | 0 (zero) | |
| Jorge Magalhães Correia | - | - | - | 28,370,6658 | |
| Manuel Sebastião | - | - | - | 5,000 | |
| Audit Committee | Gonçalo Gil Mata | - | - | - | 0 (zero) |
| Maria Estela Barbot | - | - | - | 0 (zero) | |
| José Luís Arnaut | - | - | - | 7,5879 |
At 30th June 2017, the members of REN's management and supervisory bodies held the following bonds issued by REN:
| Board of Directors | Acquisitions | Encumbrances | Disposals | Nr. of bonds at 30.06.2017 |
|---|---|---|---|---|
| Jorge Magalhães Correia | - | - | - | 1,200,00010 |
During the 1st semester of 2017 didn't occur any transactions regarding REN's shares or bonds relevant for the purposes of article 14 of CMVM's Regulation 5/2008 and of article 447 of the Portuguese Securities Code.
8 Corresponding to shares attributable to Fidelidade Companhia de Seguros, S.A., which are attributable to him pursuant to Article 447 of the Portuguese Companies Code, due to the exercising of the duties of Vice-President of the Board of Directors and CEO of that company.
9 Helds 480 shares in his own name and 7,107 shares through the company Platinumdetail – Consultoria e Investimentos, Lda., company where he holds the majority of the capital and is a manager.
10 Corresponding to the bonds held by Fidelidade – Companhia de Seguros, S.A., due to the exercising of the duties of Vice-President of the Board of Directors and CEO of that company.
4.4 Limited review Report prepared by an auditor registered at the stock exchange commission (Comissão do Mercado de Valores Mobiliários) on the half year consolidated information
(Translation of a report originally issued in Portuguese)
Within the scope of the responsibilities attributed, the Audit Committee, during the first semester of 2017, accompanied the development of the activity of REN – REDES ENERGÉTICAS NACIONAIS, S.G.P.S., S.A. and its participated companies, ensured compliance with the law, regulations and articles of association, oversaw the fulfillment of the accounting policies and practices and supervised the process of preparation and disclosure of the financial information, the effectiveness of the internal control systems, the management of risk and also the independence and activity of the Statutory Auditor and the External Auditor.
The Audit Committee examined the consolidated financial information included in the section Financial Performance and the condensed consolidated financial statements for the half year ended June 30, 2017 of REN – REDES ENERGÉTICAS NACIONAIS, S.G.P.S., S.A., which comprise the Consolidated Statement of Financial Position (that reflects total assets of 4,603,080 thousand Euros and total equity of 1,116,019 thousand Euros, including a consolidated net profit of 52,965 thousand Euros), the Consolidated Statements of Profit and Loss, Comprehensive Income, Changes in Equity and Cash Flows for the half year then ended and the corresponding Notes.
The Audit Committee also examined and agreed with the Limited Review Report on the above mentioned consolidated half year information prepared by the Statutory Auditor and by the External Auditor.
In the light of the above, the Audit Committee is of the opinion that consolidated financial information for the half year ended on June 30, 2017, is in accordance with the applicable accounting, legal and articles of association provisions.
Lisbon, 27th July 2017
Manuel Ramos de Sousa Sebastião
Estela de Magalhães Barbot
Gonçalo Gil Mata
At REN we are happy to pursue a policy of facilitating direct access to the Group's corporate bodies. Feel free to contact us at the following addresses/numbers/emails:
Ana Fernandes – Head of Office [email protected]
Alexandra Martins [email protected]
Telma Mendes [email protected]
REN - Redes Energéticas Nacionais, SGPS, S.A. Investor Relations Office Avenida dos Estados Unidos da América, 55 1749-061 LISBOA – Portugal Telephone: +351 21 001 35 46 Telefax: +351 21 001 31 50 E-mail: [email protected]
Margarida Ferreirinha [email protected]
REN - Redes Energéticas Nacionais, SGPS, S.A. Communication and Sustainability Avenida dos Estados Unidos da América, 55 1749-061 LISBOA - Portugal Telephone: +351 21 001 35 00 Telefax: +351 21 001 31 50 E-mail: [email protected]
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