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Samba Digital SGPS S.A

Quarterly Report Nov 25, 2010

6003_10-q_2010-11-25_83b7b640-2a20-4b99-a7f5-33e8431efb83.pdf

Quarterly Report

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SONAE CAPITAL, SGPS, SA Head Office: Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 276 756 Sociedade Aberta

REPORT AND ACCOUNTS 30 SEPTEMBER 2010

(Translation from the Portuguese Original)

Index

I. Report of the Board of Directors

1. Executive
Summary
4
2. Selected
Main
Events
6
3. Consolidated
Financial Statements
Review
7
4. Appendix 14
5. Share
Price
Performance
16
- Glossary 17

II. Consolidated Financial Statements 19

III.
Individual
Financial
Statements
57

REPORT OF THE BOARD OF DIRECTORS 30 SEPTEMBER 2010

(Translation from the Portuguese Original)

Report of the Board of Directors 30 September 2010

(Translation from the Portuguese original)

Disclaimer:

Unless otherwise stated, comparable figures (presented within brackets), percent or absolute changes mentioned in this report refer to the comparable period of the previous year for performance figures and to the year 2009 for financial position figures.

Following the sale of the shareholding in Box Lines, which became effective on 16 September 2010, this business unit's contribution to performance figures is disclosed under discontinued operations in both 2010 and 2009, together with those of the Plysorol Group and Elmo in 2009, and are no longer included in the consolidated financial position of the company as at 30 September 2010.

Following the internal reorganization process carried out during 2009, SC Assets, SGPS, SA was made independent from Sonae Turismo, SGPS, SA at the beginning of 2010, and is now responsible for real estate investments and for property management of real estate assets. Comparable figures presented in this report for the year 2009, were restated to reflect the new business portfolio configuration made up of the three current sub‐holdings: Sonae Turismo, SGPS, SA, SC Assets, SGPS, SA and Spred, SGPS, SA.

1. Executive Summary

The results for the first nine months of 2010 have been impacted by the economic slowdown and, overall and as expected, remain below last year's comparable figures.

Consolidated turnover amounted to 138.1 million euro (219.9 million euro) for the nine months period, with the performance of the third quarter reflecting the seasonal effect of the vacation period as far as Tourism Operations were concerned (excluding Resort Development).

Consolidated operational cash‐flow (EBITDA) for the period was 3.6 million euro (49.6 million euro). In addition to the Fitness business, which made a 2.6 million euro contribution (1.9 million euro), the Energy and Environment business improved its operational performance, delivering a positive 0.6 million euro contribution to consolidated operational cash‐flow (EBITDA), up from negative 0.2 million euro in the same period of last year.

In the third quarter, 4 new sales deeds for residential units at troiaresort (3 Beach apartments and 1 troiavillage townhouse) were signed, with year to date sales deeds totalling 20 units. Resort Development thus posted an 11.4 million euro turnover and negative 0.3 million euro operational cash‐flow (EBITDA) in the nine months.

Selfrio Group's performance continued to be affected by the construction industry slowdown and by the postponement of investment projects in the retail sector. Selfrio contributed 54.3 million euro (61.4 million euro) to consolidated turnover and 3.7 million euro (5.6 million euro) to consolidated operational cash‐flow (EBITDA).

Net profit for the nine months period was close to zero, and included a 6.6 million euro capital gain on the sale of Box Lines and positive 2.4 million euro of profits from associated undertakings (mostly TP and Imosede Fund).

Values in 106
Selected Financial data
euro
3Q 9M
2010 2009 % Chg. 2010 2009 % Chg.
Turnover 48.9 57.5 ‐15.1% 138.1 219.9 ‐37.2%
EBITDA 1.6 6.0 ‐73.3% 3.6 49.6 ‐92.8%
EBIT ‐0.6 2.2 ‐7.3 37.2
Net Financial Expenses ‐1.9 ‐2.3 +17.3% ‐5.9 ‐8.5 +30.5%
Investment Income 6.2 8.0 ‐22.6% 5.7 10.2 ‐43.6%
Net Profit 5.4 8.3 ‐35.6% 0.0 30.2
30.09.10 31.12.09 % Chg.
Capex 4.4 46.6 ‐90.6%
Net Debt 278.3 277.9 +0.1%

Main Contributions to Consolidated Turnover (M.€)

Main Contributions to Consolidated EBITDA

2. Selected Main Events

During the first nine months of the year, the following events were announced to the market:

Asset disposals

14 April 2010

Sonae Capital, SGPS, SA informed about the sale of 100% of the share capital of Societé des Essences Fines Isoroy, as well as loans to Essences Fines, for 2 euro, to Essences Fines Holding, SAS, a French company owned by third parties. The positive impact of this transaction on the 2010 consolidated results amounted to 1.5 million euro.

5 August 2010

Sonae Capital, SGPS, SA informed about the agreement signed with Via Marítima – SGPS, Lda, a company owned by the Sousa Investimentos Group, regarding the terms of the sale of the whole of the share capital of Box Lines – Navegação, SA. This transaction results in a cash inflow of around 10.5 million euro, with a positive impact of 6.6 million euro on the 2010 consolidated results of Sonae Capital.

17 September 2010

Sonae Capital, SGPS, SA informed about the decision of non opposition by the Competition Authority to the sale of the its entire shareholding in Box Lines, on 16 September 2010, with the contractual terms for the sale becoming effective as from that date.

3. Consolidated Financial Statements Review

Notes:

The consolidated financial statements of Sonae Capital as at 30 September 2009, include the following contributions from the Plysorol Group (plywood business) and Elmo (sole shareholder of Plysorol) under discontinued operations:

  • 9 months income statement from Elmo;
  • the consolidated financial position of Elmo as at 30 September 2009 and that of Plysorol as at 30 September 2008 (last available information).

Following the sale, on 30 December 2009, of the shareholding in Elmo (sole shareholder of Plysorol) and the subsequent loss of control over the Plysorol Group (plywood business) these businesses are no longer included in the consolidated financial position of Sonae Capital as at 30 September 2010.

Following the sale of the shareholding in Box Lines, which became effective in September 2010, the 9 month contribution of this company to the 2010 and 2009 consolidated income statements are shown under discontinued operations, in addition to those of Elmo and the Plysorol Group in 2009. The consolidated balance sheet of Sonae Capital as at 30 September does not include Box Lines, while that as at 31 December 2009 does (again disclosed under discontinued operations for the purposes of this report).

3.1. Consolidated Profit and Loss Statement

Values in 103 euro
9M 10 9M 10 9M 10 9M 09 9M 09 9M 09
Total Discontinued Continued Total Discontinued Continued
Operations Operations Operations Operations Operations Operations
Turnover 138,142.9 26,713.8 111,429.2 219,918.1 28,920.5 190,997.6
Other Operational Income 7,480.2 93.9 7,386.3 16,571.9 218.4 16,353.6
Total Operational Income 145,623.1 26,807.7 118,815.5 236,490.1 29,138.9 207,351.2
Cost of Goods Sold ‐27,823.5 1.6 ‐27,825.1 ‐37,423.1 10.5 ‐37,433.6
Change in Stocks of Finished Goods ‐8,090.5 0.0 ‐8,090.5 ‐9,573.0 0.0 ‐9,573.0
External Supplies and Services ‐66,137.4 ‐24,513.4 ‐41,624.0 ‐100,820.9 ‐26,850.4 ‐73,970.5
Staff Costs ‐32,572.3 ‐1,131.4 ‐31,440.9 ‐35,876.5 ‐1,778.2 ‐34,098.4
Other Operational Expenses ‐4,492.5 ‐141.7 ‐4,350.8 ‐2,756.1 ‐149.4 ‐2,606.7
Total Operational Expenses ‐139,116.1 ‐25,784.9 ‐113,331.2 ‐186,449.6 ‐28,767.4 ‐157,682.2
Operational Cash‐Flow (EBITDA) 3,572.1 1,022.7 2,549.3 49,610.6 0.0 49,610.6
Amortisation and Depreciation ‐10,263.6 ‐160.5 ‐10,103.1 ‐9,054.7 ‐158.2 ‐8,896.5
Provisions and Impairment Losses ‐3,547.8 ‐12.2 ‐3,535.6 ‐3,819.2 ‐44.2 ‐3,775.0
Operational Profit/(Loss) (EBIT) ‐7,304.3 850.1 ‐8,154.4 37,166.6 169.1 36,997.5
Net Financial Expenses ‐5,887.3 ‐9.1 ‐5,878.3 ‐8,468.8 ‐1,323.1 ‐7,145.7
Share of Results of Associated Undertakings 2,382.5 0.0 2,382.5 1,713.8 0.0 1,713.8
Investment Income 5,742.9 6,640.0 ‐897.1 10,181.3 0.0 10,181.3
Profit before Taxation ‐5,066.2 7,481.0 ‐12,547.3 40,592.8 ‐1,154.0 41,746.8
Taxation 5,055.7 ‐54.5 5,110.1 ‐10,382.4 154.5 ‐10,536.9
Net Profit ‐10.6 7,426.6 ‐7,437.1 30,210.5 ‐999.4 31,209.9
Attributable to Equity Holders of Sonae Capital ‐400.7 7,426.6 ‐7,827.3 29,036.6 ‐999.4 30,036.1
Attributable to Non‐Controlling Interests 390.1 0.0 390.1 1,173.8 0.0 1,173.8

3.1.1. Year to Date Profit and Loss Statement

During the first nine months of the year, the contributions of the businesses to the Group's 138.1 million euro (219.9 million euro) of consolidated turnover were as follows:

Compared to the same period of last year, turnover for the first nine months of 2010 continued to be impacted primarily by the slowdown in real estate sales at troiaresort. Resort development contribution was 11.4 million euro (78.7 million euro), reflecting the 20 sales deeds signed in the reporting period, compared to 143 signed in the first nine months of 2009 (most of which relate to promissory purchase agreements signed between the fourth quarter of 2008 and the first half of 2009).

On a like for like basis, i.e., excluding the contribution of the catering business which was discontinued in 2010, at both the Porto Palácio Hotel and Tróia (2.2 million euro and 0.4 million euro, respectively, in the first nine months of 2009), contributions to consolidated turnover improved in all hotel units. Porto Palácio Hotel increased turnover by 0.1 million euro (2%) to 5.4 million euro, with a 2.3 p.p. increase in occupancy rates and an average daily revenue of 90.8 euro. Turnover at Aqualuz Lagos grew 12% to 1.6 million euro, although it includes only 8 months of operation in the period, since the aparthotel was closed in January for annual maintenance. The occupancy rate grew 7.6 p.p. with average daily revenue reaching 64.0 euro. The results for the summer season at Aqualuz troiaresort aparthotels demonstrate how its position as a beach and sun destination has been consolidated: its turnover grew 0.2 million euro, to 4.3 million euro, with average daily revenue increasing 5% to 104.1 euro and occupancy rates slightly above the same period last year.

Personal trainer value added services drove a 0.3 million euro increase in Fitness turnover, which amounted to 13.9 million euro in the year to date period.

Excluding the impact of the Imosede Fund (accounted for using the equity method since June 2009), the contribution from SC Assets to consolidated turnover increased 2.0 million euro, to 5.5 million euro, mostly due to higher sales of real estate assets, reflecting the Group's strategy to sell non‐core assets. During the first nine months of 2010, 5 sales deeds for City Flats / City Lofts apartments were signed (3 in the same period last year) and one was exchanged for an apartment in another of SC Assets' residential condominium, leading to a 0.9 million euro increase in Residential Property Development turnover, to 1.6 million euro.

The Selfrio Group was the main contributor to consolidated turnover, with 54.3 million euro, 12% less than in the same period last year. This decrease was due entirely to the Cold Engineering business, whose turnover decreased by 7.2 million euro. Meanwhile, HVAC's turnover was 26.0 million euro, while that of General Maintenance services grew 2% to 4.6 million euro.

The Energy and Environment business contributed 3.8 million euro to consolidated turnover, a 3.5 million euro increase driven by the cogeneration unit acquired in September 2009.

Other businesses include Atlantic Ferries, where turnover decreased 0.3 million euro to 3.9 million euro due to a 15% decrease in vehicle traffic. This impact was partially offset by an 11% increase in passenger traffic. No significant changes occurred in turnover levels for the Resort Management businesses (golf, marina and supermarket).

The main contributors to consolidated operational cash‐flow (EBITDA) for the first nine months of the year, totalling 3.6 million euro (49.6 million euro), were as follows:

Resort Development generated negative 0.3 million euro consolidated operational cash‐flow (EBITDA), compared to positive 39.8 million euro in the same period of last year. The decrease is explained by the pattern of property sales deeds completed to date, the majority of them having been signed in the first half of 2009 and originated in previous periods.

Operational cash‐flow (EBITDA) of the Hotel business was negative 3.8 million euro, a 0.2 million euro improvement, due to cost efficiency programmes which are being implemented through a centralized management structure set up to manage all hotel units. The Porto Palácio Hotel and Aqualuz troiaresort aparthotels each improved their operational performance by around 0.2 million euro to negative 1.3 million euro and negative 1.9 million euro, respectively, while that of Aqualuz Lagos decreased 0.2 million euro to negative 0.7 million euro.

As a result of increasing turnover of value added services (namely personal trainer) and tighter cost control, Fitness posted a 34% increase in profitability, making a contribution to consolidated operational cash‐flow (EBITDA) of 2.6 million euro.

SC Assets' operational cash‐flow (EBITDA) was 1.1 million euro, a decrease of 7.3 million euro, basically corresponding to the contribution from the Imosede Fund in the first five months of 2009 (since June 2009, the Fund has been accounted for using the equity method).

Selfrio Group's operational cash‐flow (EBITDA) in the period decreased 1.9 million euro to 3.7 million euro (5.6 million euro), generating a 7% margin (9%). In contrast to General Maintenance services, which posted a 0.2 million euro increase in operational cash‐flow (EBITDA), to 0.3 million euro, margins in the Cold Engineering and HVAC businesses decreased compared to the same period last year, because of tougher competition driven by the adverse macroeconomic environment, making contributions to operational cash‐flow (EBITDA) of 1.0 million euro and 2.0 million euro, respectively.

The Energy and Environment business contributed positive 0.6 million euro to consolidated operational cash‐flow (EBITDA) (negative 0.2 million euro), due mainly to the performance of the new cogeneration unit acquired in September 2009.

Among other businesses, a significant contribution came from Atlantic Ferries, which posted operational cash‐flow (EBITDA) of 0.4 million euro, an improvement over the 0.2 million euro for the same period last year, mainly as a result of cost savings made possible by changes in transport schedules.

Depreciation and amortisation totalled 10.3 million euro, an increase of 1.2 million euro due to the impact of full period contributions from new assets which recently entered service, namely:

  • Aparthotel units at troiaresort (opened in January and March 2009);
  • The two new Atlantic Ferries catamarans (which began operating at the end of July 2009), and;
  • Ecociclo II, a cogeneration unit acquired in September 2009.

Provisions and impairment losses for the period include costs relating to the overall upgrade of troiaresort infrastructure built during the development phase and apportioned to real estate projects for sale in the Central and Beach areas (UNOP's 1 and 2), which will be expensed as the revenue from sales of those residential units is recorded. Thus, the amount of provisions and impairment losses recorded in the nine months includes 1.2 million euro relating to assets for which impairment losses had already been recorded in previous quarters (expensed following the sale of 20 residential units in the first nine months of 2010) and 1.0 million euro relating to assets for which impairment losses were recorded for the first time (expensed following the sale of 219 residential units up to the end of September 2010). Around 0.7 million euro were booked in the period as provisions and impairment losses for other real estate assets.

Net financial expenses continued to fall as a result of the decrease in the average cost of debt following the sharp fall that has taken place in market interest rates. The total for the period was 5.9 million euro (8.5 million euro).

Profits from associated undertakings increased 0.7 million euro to 2.4 million euro, and include 1.4 million euro from TP and 1.7 million euro from the Imosede Fund.

Investment income for the period of 5.7 million euro includes capital gains from the sale of Essences Fines (1.5 million euro) and Box Lines (6.6 million euro), partially offset by 2.1 million euro of impairment losses on shareholdings in associated undertakings.

The net profit for the period was 0.0 million euro (net profit of 30.2 million euro in the first nine months of 2009), and includes the impact of lower current taxes and of higher deferred tax assets arising from impairment losses and from tax losses carried forward.

3.1.2. Quarterly Profit and Loss Statement

Values in 103 euro

3Q 10 3Q 10 3Q 10 3Q 09 3Q 09 3Q 09
Total Discontinued Continued Total Discontinued Continued
Operations Operations Operations Operations Operations Operations
Turnover 48,855.8 9,173.9 39,681.9 57,533.4 10,018.7 47,514.7
Other Operational Income 3,512.0 187.4 3,324.6 1,179.1 244.2 934.9
Total Operational Income 52,367.8 9,361.3 43,006.5 58,712.6 10,262.9 48,449.6
Cost of Goods Sold ‐10,468.3 1.6 ‐10,469.9 ‐11,945.8 10.5 ‐11,956.3
Change in Stocks of Finished Goods ‐2,881.3 0.0 ‐2,881.3 ‐979.3 0.0 ‐979.3
External Supplies and Services ‐22,731.2 ‐8,252.8 ‐14,478.3 ‐27,299.1 ‐9,162.6 ‐18,136.5
Staff Costs ‐10,118.9 ‐381.2 ‐9,737.7 ‐11,835.3 ‐441.7 ‐11,393.5
Other Operational Expenses ‐2,360.7 18.1 ‐2,378.8 ‐523.0 ‐67.8 ‐455.1
Total Operational Expenses ‐48,560.3 ‐8,614.3 ‐39,946.1 ‐52,582.4 ‐9,661.7 ‐42,920.7
Operational Cash‐Flow (EBITDA) 1,613.0 755.3 857.7 6,043.0 650.9 5,392.2
Amortisation and Depreciation ‐3,417.6 ‐51.6 ‐3,366.0 ‐3,162.6 ‐55.1 ‐3,107.5
Provisions and Impairment Losses ‐953.6 0.0 ‐953.6 ‐743.4 ‐4.0 ‐739.4
Operational Profit/(Loss) (EBIT) ‐563.7 695.4 ‐1,259.1 2,224.1 542.1 1,682.0
Net Financial Expenses ‐1,941.0 ‐14.0 ‐1,927.1 ‐2,346.0 ‐361.7 ‐1,984.4
Share of Results of Associated Undertakings 877.0 0.0 877.0 721.6 0.0 721.6
Investment Income 6,220.8 6,640.0 ‐419.2 8,040.6 0.0 8,040.6
Profit before Taxation 4,593.0 7,321.4 ‐2,728.4 8,640.3 180.5 8,459.8
Taxation 775.8 ‐38.1 813.9 ‐298.0 ‐151.0 ‐147.1
Net Profit 5,368.9 7,283.3 ‐1,914.5 8,342.3 29.5 8,312.7
Attributable to Equity Holders of Sonae Capital 5,025.5 7,283.4 ‐2,257.8 8,160.5 29.5 8,130.9
Attributable to Non‐Controlling Interests 343.3 0.0 343.3 181.8 0.0 181.8

Quarterly consolidated turnover decreased 8.7 million euro to 48.8 million euro, 5.2 million euro explained by the lower number of property sales deeds at troiaresort signed in the quarter (4 deeds yielding 2.1 million euro in turnover, compared to 15 signed in the same period last year).

The Selfrio Group's quarterly turnover totalled 19.0 million euro, down 8% due to decreases of 2.9 million euro and 0.2 million euro in Cold Engineering and General Maintenance services, respectively.

On a like for like basis, i.e., excluding the catering operation which was discontinued in 2010, turnover from Hotel Operations grew by 0.3 million euro to 5.8 million euro. Every hotel unit increased its contribution to turnover by 0.2 million euro, with units at troiaresort benefiting from stronger promotional activity by tour operators, the impact of which was not significant in 2009.

Higher turnover (0.3 million euro) from SC Assets reflects the higher level of sales of real estate assets in the quarter.

The cogeneration business, acquired in September 2009, explains most of the growth in the Energy and Environment contribution to turnover, from 0.1 million euro in the third quarter of 2009 to 1.3 million euro in the same period in 2010.

There were no other significant changes among other businesses in turnover in comparison to the third quarter of 2009.

Consolidated operational cash‐flow (EBITDA) for the quarter amounted to 1.6 million euro (6.0 million euro). Most of the decrease compared to third quarter 2009 was due to lower sales volumes and recurrent maintenance and promotion costs at troiaresort. Resort Development contributed negative 1.5 million euro in the quarter (positive 1.6 million euro), while Hotel Operations made a zero contribution, down 0.1 million euro on a like for likes basis (i.e. excluding the catering business from the 2009 figures). The Selfrio Group also saw its contribution to consolidated operational cash‐flow (EBITDA) decrease 0.4 million euro to 1.5 million euro, with profitability in the Cold Engineering and HVAC business segments impacted by difficult market conditions.

The highest rate of growth in operational cash‐flow (EBITDA) contribution came from the Energy and Environment business, with a 0.3 million euro increase to positive 0.2 million euro.

The 0.2 million euro increase in the share of results of associated undertakings in the quarter is mostly explained by the higher contribution in the quarter from TP, at 0.4 million euro.

Investment income for the period includes a 6.6 million euro capital gain from the sale of Box Lines. It should be noted that in the third quarter of 2009, investment income included a capital gain of around 8 million euro from the sale of the shareholding in Sonae Indústria.

Values in 103 euro
30.09.2010 31.12.2009
Tangible and Intangible Assets 265,242.7 291,421.5 ‐9.0%
Goodwill 61,133.3 61,350.0 ‐0.4%
Non‐Current Investments 72,500.8 71,837.9 +0.9%
Other Non‐Current Assets 34,384.4 36,243.0 ‐5.1%
Stocks 229,842.3 227,548.6 +1.0%
Trade Debtors and Other Current Assets 63,218.1 78,560.6 ‐19.5%
Cash and Cash Equivalents 4,385.5 2,805.3 +56.3%
Total Assets 730,707.2 769,766.7 ‐5.1%
Total Equity attributable to Equity Holders of Sonae
Capital 332,122.1 333,620.1 ‐0.4%
Total Equity attributable to Non‐Controlling
Interests 11,719.1 11,319.2 +3.5%
Total Equity 343,841.1 344,939.4 ‐0.3%
Non‐Current Borrowings 161,774.7 235,922.5 ‐31.4%
Deferred Tax Liabilities 3,265.7 3,143.0 +3.9%
Other Non‐Current Liabilities 40,387.6 40,815.6 ‐1.0%
Non‐Current Liabilities 205,428.1 279,881.1 ‐26.6%
Current Borrowings 120,944.7 44,800.6 >100%
Trade Creditors and Other Current Liabilities 59,099.1 97,766.6 ‐39.6%
Provisions 1,394.1 2,379.0 ‐41.4%
Current Liabilities 181,437.9 144,946.2 +25.2%
Total Liabilities 386,866.0 424,827.3 ‐8.9%
Total Equity and Liabilities 730,707.2 769,766.7 ‐5.1%

3.2 Consolidated Balance Sheet

Capex for the period amounted to 4.4 million euro, significantly below levels of previous years as a result of restrictions imposed by the Group's investment policy given the current challenging environment. troiaresort accounted for around 1.4 million euro of consolidated capex and Fitness

circa 0.5 million euro. Spred accounted for 1.6 million euro, of which Energy and Environment made up 1.1 million euro and Atlantic Ferries and the Selfrio Group 0.2 million euro each.

Investment, recorded as changes in work in progress for real estate projects under development, amounted to 1.3 million euro (0.9 in troiaresort and 0.4 in Efanor), with the conclusion of the Ácala building being the most significant event during the period.

As at 30 September 2010, Net Debt amounted to 278.3 million euro, an increase of 0.4 million euro up on Net Debt as at 31 December 2009.

Gearing was 80.9% (80.6% as at 31 December 2009) and interest cover for the last 12 months was 0.8 (5.6 as at 31 December 2009).

4. Appendix

4.1. Contributions Per Business Area

Turnover 3Q 10 3Q 09 9M
10
9M 09
Tourism Operations 14,189.2 19,925.2 ‐28.8% 40,531.5 109,352.2 ‐62.9%
Resort Development 2,118.1 7,260.2 ‐70.8% 11,387.2 78,658.9 ‐85.5%
Resort Management (Golf, Marina and Market) 1,245.4 1,122.6 +10.9% 1,930.2 1,864.5 +3.5%
Hotels 5,798.5 6,621.6 ‐12.4% 11,400.6 13,463.8 ‐15.3%
Fitness 4,329.2 4,238.2 +2.1% 13,935.3 13,527.6 +3.0%
Entertainment 697.9 682.5 +2.3% 1,878.2 1,837.4 +2.2%
Other 0.5 4.8 ‐90.1% 1.6 7.6 ‐78.7%
Turismo's contribution 14,189.7 19,930.0 ‐28.8% 40,533.1 109,359.8 ‐62.9%
Residential Property Development 310.8 316.2 ‐1.7% 1,640.9 659.2 >100%
Efanor 26.7 36.3 ‐26.6% 106.7 105.3 +1.3%
City Flats 163.4 121.5 +34.5% 899.6 371.7 >100%
Other 120.7 158.3 ‐23.8% 634.6 182.3 >100%
Other Real Estate Assets 1,664.6 1,335.9 +24.6% 3,874.2 2,793.2 +38.7%
Other 0.0 ‐1.3 0.0 2,736.5
SC Assets's contribution 1,975.5 1,650.8 +19.7% 5,515.1 6,188.9 ‐10.9%
Atlantic Ferries 2,279.5 2,097.3 +8.7% 3,861.2 4,126.5 ‐6.4%
Box Lines 9,324.7 10,236.6 ‐8.9% 26,864.6 29,138.4 ‐7.8%
Selfrio Group 19,000.7 20,760.2 ‐8.5% 54,303.9 61,411.5 ‐11.6%
Energy and Environment 1,317.3 97.4 >100% 3,773.2 293.1 >100%
Other 734.8 2,727.4 ‐73.1% 3,196.8 9,234.1 ‐65.4%
Spred's contribution 32,657.0 35,918.9 ‐9.1% 91,999.7 104,203.6 ‐11.7%

Values in 103 euro

Values in 103 euro

Operational Cash‐Flow (EBITDA) 3Q 10 3Q 09 9M 10 9M 09
Tourism Operations ‐746.2 2,501.2 ‐2,013.4 37,003.7
Resort Development ‐1,315.2 1,625.1 ‐348.5 39,762.7
Resort Management (Golf, Marina and Market) ‐93.9 ‐160.9 +41.6% ‐572.7 ‐701.1 +18.3%
Hotels ‐10.1 464.2 ‐3,821.1 ‐4,010.1 +4.7%
Fitness 603.7 477.6 +26.4% 2,602.3 1,943.7 +33.9%
Entertainment 69.4 95.2 ‐27.1% 126.6 8.6 >100%
Other ‐455.3 57.9 ‐94.3 ‐26.8 <‐100%
Turismo's contribution ‐1,201.4 2,559.1 ‐2,107.6 36,977.0
Residential Property Development ‐214.4 ‐274.2 +21.8% ‐745.3 ‐852.1 +12.5%
Efanor ‐231.2 ‐56.4 <‐100% ‐452.7 ‐180.1 <‐100%
City Flats 45.3 ‐5.1 218.4 11.8 >100%
Other ‐28.5 ‐212.6 +86.6% ‐511.0 ‐683.8 +25.3%
Other Real Estate Assets 800.6 1,039.8 ‐23.0% 2,745.3 6,788.5 ‐59.6%
Other ‐853.3 6.7 ‐874.2 2,394.9
SC Assets's contribution ‐267.1 772.3 1,125.8 8,331.3 ‐86.5%
Atlantic Ferries 1,005.8 883.2 +13.9% 350.5 165.4 >100%
Box Lines 747.0 603.2 +23.8% 1,022.8 376.0 >100%
Selfrio Group 1,475.4 1,909.2 ‐22.7% 3,669.6 5,576.8 ‐34.2%
Energy and Environment 245.1 ‐97.1 603.4 ‐223.7
Other ‐18.0 ‐192.6 +90.7% ‐150.1 ‐742.1 +79.8%
Spred's contribution 3,455.3 3,105.8 +11.3% 5,496.1 5,152.4 +6.7%

4.2. Operational Data

Sales data
troiaresort sales information as at 16 November 2010
Promissory Purchase
Agreements
# Deeds Total # Units % of Total
1
#
Area2 Price3 # Area2 Price3 (Sold + Pre Sold)
Beach Apartments
[211 uni ts ]
1 119.9 4,337 140 125.4 4,087 141 67%
Marina Apartments
[78 uni ts ]
0 0.0 0 45 82.3 3,949 45 58%
Beach, Lake and Golf Land Plots4
[96 uni ts ] 1 343.8 2,164 31 343.8 3,227 32 33%
Aqualuz troiamar
[35 uni ts ]
0 0.0 0 1 87.7 4,002 1 3%
Aqualuz troialagoa
[40 uni ts ]
0 0.0 0 1 171.0 4,678 1 3%
troiaresort Village
[90 uni ts ] 0 0.0 0 1 159.0 3,646 1 3%
Ácala Building
[71 uni ts ] 0 0.0 0 0 0.0 0 0 0%

1 Number of pre sold units (Promissory Purchase Agreement) net of units with deeds already signed.

2 Average areas (m2 ), including indoor areas as well as balcony and terrace areas.

3 Average sales price (€/m2 ).

4 Average sales price of the plot of land, since the buyer is responsible for construction. All plots have an approved GCA of 343.8 m2 .

Since the last reporting date (24 August 2010) and up to 16 November 2010, a buyer made a request to exchange a Marina apartment for a Beach apartment, which was accepted.

As at 16 November 2010, there were 4 open reservations for units at troiaresort, 3 for troiavillage townhouses and for 1 Ácala Building apartment.

Sales data Residential Development sales information as at 16 November 2010
Apartments
Sold1
Average
Area (m2
2
)
Average sales
price (€/m2
)
Rentals3
City Flats / Lofts [212 uni ts ]
Efanor ‐ Delfim Pereira da Costa Building [40 uni ts ]
101
0
51.0
0
2,000
0
n.a.
1 98 sales deeds already signed.
2 Includes indoor area as well as balcony and terrace areas.
3 5 of these rental contracts have an embedded purchase option.
n.a. ‐ not applicable.
Selected Operational Data (16November 2010) Sales informa tion
Total # Units
(Sold + Pre Sold)
Total # Available Units
Total troiaresort 221 400
City Flats/Lofts 101 111

Efanor ‐ Delfim Pereira da Costa Building 0 40

Rental yields 30 September2010 Capital employed in Other Real Estate
Assets (M.€)
30 September 2010
Yield Capital employed
Warehouses 5.5% Assets forsale 29.5
Offices 12.4% Assets under operation 197.0
Retail 6.0% Real estate projects 121.6
Parking 0.6% Other assets 33.1
Residential* 6.6%
Hotels 5.2% Total 381.2

* Excluding the Duque de Loulé project, where rental activi ty is being discontinued.

5. Share Price Performance

The share price of Sonae Capital (SONAC LS; SONC.PL) decreased 47.0% since the beginning of the year up until 30 September 2010, compared to a 11.3% decrease in the Portuguese Stock Market reference index (PSI‐20). Up to 16 November 2010, Sonae Capital's share price decreased 48.2%, closing at 0.43€, compared to a 8.1% decrease in the PSI‐20.

Performance of Sonae Capital's share price and volumes traded in the period, in Euronext Lisbon, was as follows:

Maia, 17 November 2010

Glossary

  • Average Daily Revenue = Lodging Revenues / Number of rooms sold.
  • Capex = Investment in Tangible and Intangible Assets.
  • GCA (Gross Construction Area) = Area measured by the exterior perimeter of the exterior walls.
  • Gearing = Net Debt / Equity.
  • HVAC = Heating, Ventilation and Air Conditioning.
  • Interest Cover Ratio = EBITDA (last 12 months) / Financial Charges.
  • Net Debt = Non Current Loans + Current Loans Cash and Cash Equivalents Current Investments.
  • Operational Cash‐Flow (EBITDA) = Operational Profit (EBIT) + Amortisation and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Cost of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income).
  • PPA = Promissory Purchase Agreement.
  • UNOP (Operational Planning Unit) = Planning and management operational units as specified in the Tróia Urbanisation Plan approved by the Portuguese Government Cabinet Resolution nr. 23/2000.
  • Yield = Annual Rents / Capital Employed.

CONSOLIDATED FINANCIAL STATEMENTS 30 SEPTEMBER 2010

(Translation from the Portuguese Original)

CONSOLIDATED BALANCE SHEETS AS AT 30 SEPTEMBER 2010 AND 31 DECEMBER 2009

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

(Amounts expressed in euro)

30 September 2010 31 December 2009
ASSETS Notes Total
Operations
Continued
Operations
Total
Operations
Continued
Operations
NON-CURRENT ASSETS:
Tangible assets 8 257,941,002 257,941,002 283,922,679 283,431,775
Intangible assets 8 7,301,723 7,301,723 7,498,780 7,473,266
Goodwill 9 61,133,327 61,133,325 61,349,970 61,133,321
Investments in associated companies 5 71,163,902 71,163,902 69,233,729 69,233,729
Other investments 6 and 10 1,336,910 1,336,911 2,604,144 2,604,145
Deferred tax assets 14 18,301,656 18,301,656 10,643,346 10,637,262
Other non-current assets 11 16,082,785 16,082,785 25,599,607 25,599,607
Total Non-Current Assets 433,261,305 433,261,304 460,852,255 460,113,105
CURRENT ASSETS:
Stocks 12 229,842,255 229,842,255 227,548,617 227,548,617
Trade account receivables and other current assets 13 63,218,121 63,218,121 78,560,576 78,518,061
Investments held for trading - - - -
Cash and cash equivalents 15 4,385,471 4,385,471 2,805,280 2,571,748
Total Current Assets 297,445,847 297,445,847 308,914,473 308,638,426
TOTAL ASSETS 730,707,152 730,707,151 769,766,728 768,751,531
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 250,000,000 250,000,000 250,000,000 250,000,000
Reserves and retained earnings 82,522,796 89,949,350 60,545,880 67,664,472
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital (400,719) (7,827,275) 23,074,268 22,382,235
Equity attributable to the equity holders of Sonae Capital 332,122,077 332,122,075 333,620,148 340,046,707
Equity attributable to non-controlling interests 17 11,719,060 11,719,060 11,319,241 11,319,231
TOTAL EQUITY 343,841,137 343,841,135 344,939,389 351,365,938
LIABILITIES:
NON-CURRENT LIABILITIES:
Bank Loans 18 161,774,713 161,774,713 235,922,518 235,922,518
Other non-current liabilities 20 37,201,633 37,201,634 36,820,270 36,820,270
Deferred tax liabilities 14 3,265,744 3,265,744 3,142,990 3,141,123
Provisions
Total Non-Current Liabilities
23 3,185,974
205,428,064
3,185,975
205,428,066
3,995,369
279,881,147
3,995,370
279,879,281
CURRENT LIABILITIES:
Bank Loans
18 120,944,740 120,944,740 44,800,559 44,800,559
Trade creditors and other non-current liabilities 22 59,099,062 59,099,061 97,766,631 90,326,751
Provisions 23 1,394,149 1,394,149 2,379,002 2,379,002
Total Current Liabilities 181,437,951 181,437,950 144,946,192 137,506,312
TOTAL LIABILITIES 386,866,015 386,866,016 424,827,339 417,385,593
TOTAL EQUITY AND LIABILITIES 730,707,152 730,707,151 769,766,728 768,751,531

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 2009

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

(Amounts expressed in euro)

30 September 2010 30 September 2009
Notes Total
Operations
Discontinued
Operations
Continued
Operations
Total
Operations
Discontinued
Operations
Continued
Operations
Operational income
Sales 62,947,937 - 62,947,937 139,022,579 - 139,022,579
Services rendered 75,194,991 26,713,773 48,481,218 80,895,552 28,920,547 51,975,005
Other operational income 8 7,480,212 93,909 7,386,303 16,571,930 218,356 16,353,574
Total operational income 145,623,140 26,807,682 118,815,458 236,490,061 29,138,903 207,351,158
Operational expenses
Cost of goods sold and materials consumed (27,823,495) 1,627 (27,825,122) (37,423,063) 10,516 (37,433,579)
Changes in stocks of finished goods and work in progress (8,090,508) - (8,090,508) (9,572,972) - (9,572,972)
External supplies and services (66,137,364) (24,513,409) (41,623,955) (100,820,900) (26,850,416) (73,970,484)
Staff costs (32,572,269) (1,131,418) (31,440,851) (35,876,519) (1,778,150) (34,098,369)
Depreciation and amortisation 8 (10,263,554) (160,453) (10,103,101) (9,054,724) (158,210) (8,896,514)
Provisions and impairment losses 8 (3,547,767) (12,194) (3,535,573) (3,819,195) (44,172) (3,775,023)
Other operational expenses (4,492,490) (141,732) (4,350,758) (2,756,109) (149,362) (2,606,747)
Total operational expenses (152,927,447) (25,957,579) (126,969,868) (199,323,482) (28,969,794) (170,353,688)
Operational profit/(loss) (7,304,307) 850,103 (8,154,410) 37,166,579 169,109 36,997,470
Financial Expenses (7,071,479) (12,409) (7,059,070) (10,580,998) (1,324,263) (9,256,735)
Financial Income 1,184,153 3,352 1,180,801 2,112,196 1,176 2,111,020
Net financial expenses (5,887,326) (9,057) (5,878,269) (8,468,802) (1,323,087) (7,145,715)
Share of results of associated undertakings 5 2,382,469 - 2,382,469 1,713,751 - 1,713,751
Investment income 5,742,921 6,639,998 (897,077) 10,181,319 (1) 10,181,320
Profit/(Loss) before taxation (5,066,243) 7,481,044 (12,547,287) 40,592,847 (1,153,979) 41,746,826
Taxation 26 5,055,653 (54,488) 5,110,141 (10,382,366) 154,540 (10,536,906)
Profit/(Loss) for the year 27 (10,590) 7,426,556 (7,437,146) 30,210,481 (999,439) 31,209,920
Attributable to:
Equity holders of Sonae Capital (400,719) 7,426,556 (7,827,275) 29,036,632 (999,439) 30,036,071
Non-controlling interests 17 390,129 - 390,129 1,173,849 - 1,173,849
Profit/(Loss) per share
Basic 28 (0.001603) 0.029706 (0.031309) 0.116147 (0.003998) 0.120144
Diluted 28 (0.001603) 0.029706 (0.031309) 0.116147 (0.003998) 0.120144

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 3rd QUARTERS OF 2010 AND 2009

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

(Amounts expressed in euro)

Total Operations Continued Operations
Notes 3rd Quarter 10 1 3rd Quarter 09 1 3rd Quarter 10 1 3rd Quarter 09 1
Operational income:
Sales 20,510,616 27,650,423 20,510,616 27,650,423
Services rendered 28,345,162 29,883,009 19,171,254 19,864,273
Other operational income 3,511,983 1,179,147 3,324,629 934,945
Total operational income 52,367,761 58,712,579 43,006,499 48,449,641
Operational expenses
Cost of goods sold and materials consumed (10,468,304) (11,945,772) (10,469,931) (11,956,288)
Changes in stocks of finished goods and work in progress (2,881,334) (979,259) (2,881,334) (979,259)
External supplies and services (22,731,161) (27,299,134) (14,478,326) (18,136,498)
Staff costs (10,118,866) (11,835,275) (9,737,672) (11,393,540)
Depreciation and amortisation (3,417,589) (3,162,630) (3,366,006) (3,107,507)
Provisions and impairment losses (953,583) (743,398) (953,583) (739,417)
Other operational expenses (2,360,655) (522,967) (2,378,792) (455,138)
Total operational expenses (52,931,492) (56,488,435) (44,265,644) (46,767,647)
Operational profit/(loss) (563,731) 2,224,144 (1,259,145) 1,681,994
Financial Expenses (2,217,882) (3,050,404) (2,202,279) (2,688,732)
Financial Income 276,845 704,359 275,220 704,338
Net financial expenses (1,941,037) (2,346,045) (1,927,059) (1,984,394)
Share of results of associated undertakings 877,044 721,626 877,044 721,626
Investment income 6,220,758 8,040,582 (419,240) 8,040,582
Profit/(Loss) before taxation 4,593,034 8,640,307 (2,728,400) 8,459,808
Taxation 775,843 (298,024) 813,925 (147,068)
Profit/(Loss) for the period 5,368,877 8,342,283 (1,914,475) 8,312,740
Attributable to:
Equity holders of Sonae Capital 5,025,530 8,160,465 (2,257,822) 8,130,922
Non-controlling interests 343,347 181,818 343,347 181,818
Profit/(Loss) per share
Basic 0.020102 0.032642 (0.009031) 0.032524
Diluted 0.020102 0.032642 (0.009031) 0.032524

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 2009

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

(Amounts expressed in euro)

Total
Operations
Discontinued Continued
Operations Operations Total
Operations
Discontinued
Operations
Continued
Operations
(10,590) 7,426,556 (7,437,146) 30,210,481 (999,439) 31,209,920
106,114 - 106,114 616,970 - 616,970
17,772 - 17,772 - - -
- - - (1,952,931) - (1,952,931)
(1,559,848) - (1,559,848) 304,749 - 304,749
(1,435,962) - (1,435,962) (1,031,212) - (1,031,212)
(1,446,552) 7,426,556 (8,873,108) 29,179,269 (999,439) 30,178,708
(1,848,481) 7,426,556 (9,275,037) 27,917,887 (999,439) 28,917,326
1,261,382
401,929 - 401,929 1,261,382
-

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 3rd QUARTERS OF 2010 AND 2009

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

(Amounts expressed in euro)

3rd Quarter 10 1 3rd Quarter 09 1
Total
Operations
Discontinued
Operations
Continued
Operations
Total
Operations
Discontinued
Operations
Continued
Operations
Consolidated net profit/(loss) for the period 5,368,877 7,283,352 (1,914,475) 8,342,283 29,543 8,312,740
Exchange differences on translating foreign operations (51,716) - (51,716) 73,251 - 73,251
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
- - - - - -
Change in the fair value of assets available for sale - - - (8,632,145) - (8,632,145)
Change in the fair value of cash flow hedging derivatives (403,697) - (403,697) - - -
Other comprehensive income for the period (455,413) - (455,413) (8,558,894) - (8,558,894)
Total comprehensive income for the period 4,913,464 7,283,352 (2,369,888) (216,611) 29,543 (246,154)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
4,589,919
323,545
7,283,352
-
(2,693,433)
323,545
(420,142)
203,531
29,543
-
(449,685)
203,531

The accompanying notes are part of these financial statements.

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

SONAE CAPITAL, S.G.P.S., S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 2009

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

(Amounts expressed in Euro)

Att
ribu
tab
le to
Eq
uity
Ho
lder
s o
f So
Ca
pita
l
nae
Not
es
Sha
re Cap
ital
Dem
er Res
erg
erve
(No
te 1
6)
Tra
nsla
tion
Res
erve
s
Fai
lue Res
r Va
erve
s
Hed
ging
Res
erve
s
Oth
er R
ese
rves
and
ed Ear
Re
tain
ning
s
Sub
al
tot
Net
Pro
fit/(
Los
s)
Tot
al
-Co
Non
ntro
lling
Inte
rest
s
Tot
al E
quit
y
Bal
t 1
Jan
20
09
anc
e a
s a
uary
250
,000
,000
132
,638
,253
(1,8
01,
935
)
1,9
52,
931
(30
4,7
49)
(97
,032
,344
)
285
,452
,156
21,
393
,605
306
,845
,76
1
49,
319
,413
356
,165
,174
Tot
al c
olid
d c
hen
sive
inc
e fo
r th
erio
d
ate
ons
om
pre
om
e p
- - 529
,437
(1,9
)
52,
931
304
,749
- (1,1
45)
18,7
29,
036
,632
27,
917
,887
1,2
61,
382
29,
179
,269
App
riat
ion
of p
rofit
of
200
8:
rop
Tra
nsfe
leg
al r
d re
tain
ed
ning
r to
ese
rves
an
ear
s
Divi
den
ds
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21,
393
,605
-
202
,020
21,
393
,605
-
202
,020
(21
,393
,605
)
-
-
-
-
202
,020
-
-
(47
,789
,708
)
-
-
(47
,587
,688
)
Bal
Se
mb
t 30
pte
er 2
009
anc
e a
s a
250
,000
,000
132
,638
,253
(1,2
)
72,
498
- - (75
)
,436
,719
305
,929
,036
29,
036
,632
334
,965
,668
2,7
91,
087
337
,756
,755
Bal
t 1
Jan
20
10
anc
e a
s a
uary
250
,000
,000
132
,638
,253
(1,2
39,
053
)
- - (70
,853
,320
)
310
,545
,880
23,
074
,268
333
,620
,148
11,
319
,24
1
344
,939
,389
Tot
al c
olid
d c
hen
sive
inc
e fo
r th
erio
d
ate
ons
om
pre
om
e p
- - 74,
280
- (1,5
39,
814
)
17,
772
(1,4
47,
762
)
(40
0,7
19)
(1,8
48,
481
)
401
,929
(1,4
46,
552
)
App
riat
ion
of p
rofit
of
200
9
rop
Tra
nsfe
r to
leg
al r
d re
tain
ed
ning
ese
rves
an
ear
s
Divi
den
ds
Oth
han
er c
ges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23,
074
,268
-
350
,410
23,
074
,268
-
350
,410
(23
)
,074
,268
-
-
-
-
350
,410
-
-
(2,1
10)
-
-
348
,300
Bal
t 30
Se
mb
er 2
010
pte
anc
e a
s a
250
,000
,000
132
,638
,253
(1,1
64,
773
)
- (1,5
39,
814
)
(47
,410
,870
)
332
,522
,796
(40
0,7
19)
332
,122
,077
11,
719
,060
343
,84
1,13
7

The accompanying notes are part of these consolidated financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 2009

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

(Amounts expressed in Euro)

Notes 30.09.2010 30.09.2009 3rd quarter 10 1 3rd quarter 09 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors
Cash receipts from trade creditors
Cash paid to employees
140,591,919
(113,728,686)
(32,457,099)
204,228,906
(128,346,379)
(34,751,813)
48,193,944
(34,006,621)
(10,045,953)
62,964,874
(42,870,319)
(11,396,590)
Cash flow generated by operations (5,593,866) 41,130,714 4,141,370 8,697,965
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating activities
(6,859,329)
5,279,483
(2,686,603)
(5,374,581)
(2,042,275)
2,409,101
1,052,934
(3,964,708)
Net cash flow from operating activities (1) (7,173,712) 33,069,530 4,508,196 5,786,191
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 4,466,643 23,538,062 4,078,095 21,911,388
Tangible assets 5,197,683 733,766 4,003,337 (10,269,028)
Intangible assets - 117 - -
Grants - 2,349,358 - 1,372,868
Interest and similar income 272,022 1,123,415 130,003 1,119,380
Loans granted 11,425,369 13,359 23,909 13,359
Dividends 228,233
-
233,223
48
-
-
-
48
Others 21,589,950 27,991,348 8,235,344 14,148,015
Cash Payments arising from:
Investments (1,073,476) (7,647,535) (96,902) (7,298,935)
Tangible assets (5,106,486) (31,879,282) (2,128,129) (6,548,841)
Intangible assets (46,804) (162,262) (15,529) (31,722)
Loans granted (108,856) (2,009,749) (96,856) -
Others - (625,402) - -
(6,335,622) (42,324,230) (2,337,416) (13,879,498)
Net cash used in investment activities (2) 15,254,328 (14,332,882) 5,897,928 268,517
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained
2,620,499 96,629,410 (7,023,747) 91,187,423
Capital increases, additional paid in capital and share premiums - 132,531 - -
2,620,499 96,761,941 (7,023,747) 91,187,423
Cash Payments arising from:
Loans obtained (3,712,007) (115,735,403) (1,345,664) (93,463,614)
Interest and similar charges (6,716,436)
-
(11,970,938)
(1,889,837)
(3,294,548)
292,784
(4,780,752)
(971,614)
Others
(10,428,443) (129,596,178) (4,347,428) (99,215,980)
Net cash used in financing activities (3) (7,807,944) (32,834,237) (11,371,175) (8,028,557)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 272,672 (14,097,589) (965,051) (1,973,849)
Effect of foreign exchange rate (30,392) (111,420) 6,711 (25,132)
Cash and cash equivalents at the beginning of the period 15 1,943,023 16,960,563 3,217,849 4,923,112
Cash and cash equivalents at the end of the period 15 2,246,087 2,974,394 2,246,087 2,974,394

The accompanying notes are part of these financial statements.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 2009

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

(Amounts expressed in euro)

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head‐office is at Lugar do Espido, Via Norte, Apartado 3053, 4471‐907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Sonae Capital's business portfolio was reorganized according to its strategic objective, set on the development of three distinct and autonomous business areas:

  • The first business area, headed by Sonae Turismo, SGPS, SA, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels with an integrated offer of services (SPA, congress centre and food court), and in health and fitness, through management of health clubs;
  • The second business area, headed by SC Assets, SGPS, SA, which became autonomous from Sonae Turismo, SGPS, SA in the beginning of 2010, is focused on investment and management of real estate property, comprising the ownership and management of real estate assets for the development of both tourism resorts and residential property, and services regarding land and buildings, among which management of leased buildings, technical management of buildings and condominium management;
  • The third business area, headed by Spred, SGPS, SA, includes businesses in three segments: mature businesses with generation of steady cash‐flows in refrigeration, air conditioning and maintenance segments; energy and environment businesses (cogeneration, energy efficiency and sustainable buildings); identifying new business opportunities in emerging sectors or sectors undergoing restructuring and management of a financial portfolio.

To ensure compatibility between 2010 and 2009, consolidated financial statements as at 31 December 2009 and 30 September 2009, include impacts of the sales of Box Lines Navegação, SA and of Elmo, SGPS, SA and its affiliates.

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2009, except for the changes described in Note 3.

Basis of preparation

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

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

3. CHANGES IN ACCOUNTING POLICIES

During the period amendments to IFRS 3 – Business combinations and IAS 27 – Consolidated and separated financial statements (2008 revision) were adopted for the first time.

These amendments introduced changes regarding the accounting of business combinations, namely: (a) goodwill calculation; (b) measurement of non‐controlling interests (formerly known as minority interests); (c) recognition and subsequent measurement of contingent consideration; (d) treatment of acquisition‐related costs; (e) accounting for acquisitions in entities already controlled and for changes in a parent's ownership interests that result in the loss of control and (f) calculation of the result of changes in a parent's ownership interests that result in loss of control and lead to remeasuring remaining controlling interests; these amendments had no significant impact in the first nine months of 2010 financial statements.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 September 2010 and 31 December 2009, are as follows:

Percentage of capital held
30 September 2010 31 December 2009
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Mãe Mãe Mãe Mãe
Tourism
Aqualuz ‐ Turismo e Lazer, Lda a) Lagos 100.00% 100.00% 100.00% 100.00%
Casa da Ribeira ‐ Hotelaria e Turismo, SA a) Marco de
Canaveses
100.00% 100.00% 100.00% 100.00%
Golf Time ‐ Golfe e Inv.Turisticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Imoareia Investimentos Turísticos, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imopenínsula ‐ Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imoresort ‐ Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Investalentejo, SGPS, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marimo ‐Exploração Hoteleira Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina de Tróia, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina Magic ‐ Exploração de Centros Lúd, SA a) Lisboa 100.00% 100.00% 100.00% 100.00%
Marmagno‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Martimope ‐ Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Marvero‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Modus Faciendi – Gestão e Serviços, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SII ‐ Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Sete e Meio ‐ Investimentos e Consultadoria, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Solinca ‐ Health & Fitness, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Solinca‐Investimentos Turísticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Solinfitness ‐ Club Málaga, SL a) Malaga (Spain) 100.00% 100.00% 100.00% 100.00%
Soltroia‐Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Sonae Turismo ‐ SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sontur, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort ‐ Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaverde‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tulipamar‐Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Assets
Bloco Q‐Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Bloco W‐Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Centro Residencial da Maia,Urban., SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sonae
Capital,
SGPS,
SA
Report
and
Accounts 28

30 September 2010

1) Cinclus Imobiliária, SA a) Porto 100.00% 87.74% 100.00% 87.74%
1) Country Club da Maia‐Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imobiliária da Cacela, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
1) Imoclub‐Serviços Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Imodivor ‐ Sociedade Imobiliária, SA a) Maia 100.00% 87.74% 100.00% 87.74%
1) Imoferro‐Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imohotel‐Emp.Turist.Imobiliários, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Imoponte‐Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imosedas‐Imobiliária e Serviços, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Implantação – Imobiliária, SA a) Matosinhos 100.00% 87.74% 100.00% 87.74%
1) Porturbe‐Edificios e Urbanizações, SA a) Maia 100.00% 87.74% 100.00% 87.74%
1) Praedium II‐Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Praedium – Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Praedium‐SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) Prédios Privados Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Predisedas‐Predial das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) SC Assets, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Sete e Meio Herdades ‐ Investimentos Agrícolas
e Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
1) Soconstrução, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
1) Soira‐Soc.Imobiliária de Ramalde, SA a) Porto 100.00% 87.74% 100.00% 87.74%
1) Sótaqua ‐ Soc. de Empreendimentos Turísticos,
SA
a) Maia 100.00% 87.74% 100.00% 87.74%
1) Spinveste ‐ Promoção Imobiliária, SA a) Porto 87.74% 87.74% 87.74% 87.74%
1) Spinveste‐Gestão Imobiliária SGII, SA a) Porto 87.74% 87.74% 87.74% 87.74%
1) Torre São Gabriel‐Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Urbisedas‐Imobiliária das Sedas, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Venda Aluga‐Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Vistas do Freixo‐Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Spred
Atlantic Ferries ‐ Traf.Loc.Flu.e Marit., SA a) Grândola 80.00% 80.00% 80.00% 80.00%
2) Box Lines Navegação, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Contacto Concessões, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cronosaúde – Gestão Hospitalar, SA a) Porto 100.00% 50.00% 100.00% 50.00%
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Edifícios Saudáveis Consultores ‐ Ambiente e
Energia em Edifícios, SA
a) Porto 100.00% 100.00% 100.00% 100.00%
Friengineering, SA a) Sao Paulo (Brazil) 100.00% 70.00% 100.00% 70.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Integrum Colombo – Energia, SA a) Maia 100.00% 100.00%
Integrum‐Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum‐Serviços Partilhados, SA a) Maia 100.00% 70.00% 100.00% 70.00%
Invsaúde – Gestão Hospitalar, SA a) Maia 100.00% 50.00% 100.00% 50.00%
PJP ‐ Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Saúde Atlântica ‐ Gestão Hospitalar, SA a) Maia 50.00% 50.00% 50.00% 50.00%
SC ‐ Engenharia e Promoção Imobiliária, SGPS,
SA
a) Porto 100.00% 100.00% 100.00% 100.00%
Selfrio, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Selfrio‐Engenharia do Frio, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sistavac‐Sist.Aquecimento,V.Ar C., SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
SKK Distribucion de Refrigeración, S.R.L. a) Spain 100.00% 70.00% 100.00% 70.00%
SKK‐Central de Distr., SA a) Porto 100.00% 70.00% 100.00% 70.00%
SKKFOR ‐ Ser. For. e Desen. de Recursos, SA a) Maia 100.00% 70.00% 100.00% 70.00%
SMP‐Serv. de Manutenção Planeamento, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Société de Tranchage Isoroy SAS a) Honfleur (France) 100.00% 100.00% 100.00% 100.00%
2) Société des Essences Fines Isoroy a) Honfleur (France) 100.00% 100.00% 100.00% 100.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 70.00%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Others
Interlog‐SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
Rochester Real Estate, Ltd a) Kent (U.K.) 100.00% 100.00% 100.00% 100.00%
SC – Sociedade de Consultadoria, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC‐SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC Finance, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights

1) Company incorporated in the Tourism segment in 2009

2) Company sold in the period

3) Company incorporated in the period

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 September 2010 and 31 December 2009 are as follows:

Percentage of capital held
30 September 2010 31 December 2009 Book Value
Company Head Office Direct Total Direct Total 30 September
2010
31 December
2009
Tourism
Andar ‐ Sociedade Imobiliária,
SA
Maia 50.00% 50.00% 50.00% 50.00% 974,870 1,023,043
Sociedade de Construções do
Chile, SA
Lisbon 100.00% 50.00% 100.00% 50.00%
Fundo de Investimento
Imobiliário Fechado Imosede
Maia 45.45% 45.45% 45.45% 45.45% 54,524,812 52,802,751
Sociedade Imobiliária Tróia ‐
B3, SA
Grândola 20.00% 20.00% 20.00% 20.00% 439,854 440,476
Vastgoed One ‐ Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 100.00% 50.00%
Vastgoed Sun ‐ Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 100.00% 50.00%
Spred
Cinclus‐Plan. e Gestão de
Projectos, SA
Porto 25.00% 25.00% 25.00% 25.00% 749,156 662.209
Change, SGPS, SA Porto 50.00% 50.00% 50.00% 50.00% 32,880 1.186.964
Lidergraf ‐ Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 24.50% 24.50% 537,343 597.067
Norscut ‐ Concessionária de Scut
Interior Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00%
Operscut ‐ Operação e
Manutenção de Auto‐estradas,
SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24.000
Sodesa, SA Lisbon 50.00% 50.00% 50.00% 50.00% 14,782 24.890
TP ‐ Sociedade Térmica, SA Porto 50.00% 50.00% 50.00% 50.00% 13,866,205 12.472.327
Total 71,163,902 69,233,729

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

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

Investments in associated and jointly controlled companies include 624,760 euro of impairment losses.

As at 30 September 2010 and 31 December 2009, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:

30 September
2010
31 December
2009
Total Assets 1,001,999,629 1,650,136,557
Total Liabilities 851,684,470 1,468,288,692
Income 131,168,091 182,413,148
Expenses 119,070,959 190,184,798

During the periods ended 30 September 2010 and 2009, movements in investments in associated companies may be summarised as follows:

30 September
2010
31 September
2009
Opening balance as at 1 January 69,233,729 14,882,648
Changes in the consolidation method during the period 51,468,593
Acquisitions in the period 149,235 292,000
Impairments in the period (592,817)
Disposals in the period
Equity method 2,400,241 1,713,751
Dividends received (26,486) (107,133)
Transfers
Closing balance as at 30 September 71,163,902 68,249,859

The use of the equity method had the following impacts: 2,382,469 euro are recorded in Share of results of associated undertakings (1,713,751 euro at 30 September 2009) and 17,772 of other changes recorded in Reserves (no changes were recorded in Reserves as at 30 September 2009).

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

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 September 2010 and 31 December 2009 are made up as follows:

Percentage of capital held
30 September 2010 31 December 2009
Company Reason
for
exclusion
Head
Office
Direct Total Direct Total 30 September
2010
31 December
2009
Tourism
Delphinus – Soc. de Tur. e
Div. de Tróia, SA
a) Grândola 79.00% 79.00% 79.00% 79.00%
Infratroia – Emp. De
Infraest. De Troia, E.N.
a) Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Spidouro S.P.E.I. Douro e
Trás‐os‐Montes, SA
Vila Real 8.30% 8.30% 8.30% 8.30%
Spred
Net, SA Lisbon 2.80% 2.80% 2.80% 2.80% 11,132 11,132
Sear ‐ Sociedade Europeia
de Arroz, SA
Santiago
do Cacém
15.00% 15.00% 15.00% 15.00% 150,031 150,031
Real Change FCR ‐ Fundo Porto 13.33% 13.33% 13.33% 13.33% 267,000 1,706,667
Fundo de Capital de Risco
F‐HITEC
Lisbon 7.14% 7.14% 7.14% 7.14% 250,000 250,000
Sonae
Capital,
SGPS,
SA
Report
and
Accounts 32

30 September 2010

Spinarq – Engenharia,
Energia e Ambiente, SA
a) Luanda 99.90% 99.90% 191,507
Other investments 402,493 421,567
Total (Note 10) 1,336,910 2,604,144

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

Nil balances shown above result from deduction of impairment losses.

7. CHANGES TO THE CONSOLIDATION PERIMETER

Disposals of companies over the nine months period ended 30 September 2010 were as follows:

Percentage of capital held
At the date of disposal of
Company Head Office Direct Total
Spred
Box Lines Navegação, SA Porto 100.00% 100.00%
Société des Essences Fines Isoroy Honfleur (France) 100.00% 100.00%

Net assets of the affiliated company at the exclusion date are the following:

Date of disposal
of shareholding
31 December
2009
Net assets excluded
Tangible and intangible fixed assets (Note 8) 368,536 516,419
Stocks 1,246,393 1,316,823
Other assets 10,889,652 8,667,031
Cash and cash equivalents 960,222 245,380
Other liabilities (14,959,396) (10,344,306)
(1,494,593) 401,347
Impairment of assets 3,560,012 3,560,012
Goodwill (Note 9) 216,643
2,282,062 3,961,359
Gain/(Loss) on exclusion 8,167,940
10,450,002 3,961,359

Impacts in the consolidated profit and loss at the exclusion date were as follows:

Date of disposal of
shareholding
31 December
2009
Sales and services rendered 27,757,763 44,650,721
Other operational income 170,411
Other operational expenses (27,180,306) (45,507,362)
Net financial expenses (38,884) (87,356)
Profit/(Loss) before taxation 538,573 (773,586)
Taxation (54,488) 221,726
Profit/(Loss) for the period 484,085 (551,860)

8. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the nine months period ended 30 September 2010, movements in tangible and intangible fixed assets, as well as in amortisation and accumulated impairment losses, are made up as follows:

Tangible assets
Land and Buildings Equipment Other Tangible
Assets
Assets in
progress
Total Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2010 206,122,259 126,089,177 3,764,326 30,525,157 366,500,919
Changes in consolidation perimeter (Note 7) (4,459,919) (5,439,405) (113,317) (10,012,641)
Capital expenditure 137,286 428,356 5,713 3,758,174 4,329,529
Disposals (5,232,512) (1,362,746) (7,862) (193,688) (6,796,808)
Exchange rate effect 27,054 4,108 4,512 35,674
Transfers 3,013,854 4,282,118 (195,247) (20,226,286) (13,125,561)
Closing balance as at 30 September 2010 199,608,022 124,001,608 3,458,125 13,863,357 340,931,112
Accumulated depreciation and impairment losses:
Opening balance as at 1 January 2010 45,544,496 34,326,952 2,706,792 82,578,240
Changes in consolidation perimeter (Note 7) (4,459,919) (5,089,369) (105,606) (9,654,894)
Charge for the period 1) 4,249,609 7,688,649 167,052 12,105,310
Disposals 2) (1,425,363) (449,939) (7,334) (1,882,636)
Exchange rate effect 6,062 3,135 2,919 12,116
Transfers 1,256 (3,419) (165,863) (168,026)
Closing balance as at 30 September 2010 43,916,141 36,476,009 2,597,960 82,990,110
Carrying amount as at 30 September 2010 155,691,881 87,525,599 860,165 13,863,357 257,941,002

1) Includes impairment losses amounting to 2,138,893 euro.

2) Includes reversal of impairment losses amounting to 850,017 euro.

Transfers from Tangible assets in progress include transfers to stocks of amounts related with real estate projects under commercialization at Troia, in the amount of 11,555,512 euro.

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

30 September
2010
Tróia 7,997,744
Infrastructures in Setúbal piers and other
related with the ferry crossing to Tróia
156,665
Boavista complex refurbishment 1,468,699
Ecoresort Project (Tróia) 2,096,807
Cogeneration Project Integrum Colombo 1,003,125
Others 1,140,317
13,863,357
Intangible assets
Patents and other
similar rights
Software Other intangible
assets
Assets in progress Total intangible
assets
Gross cost:
Opening balance as at 1 January 2010 7,446,843 2,716,769 37,262 100,915 10,301,789
Changes in consolidation perimeter (Note 7) (2,138) (455,508) (956) (458,602)
Capital expenditure 6,653 40,151 46,804
Disposals (1,613) (23,864) (25,477)
Exchange rate effect 1,568 1,568
Transfers (15,718) 363,438 (130,298) 217,422
Closing balance as at 30 September 2010 7,427,374 2,632,920 12,442 10,768 10,083,504
Accumulated amortization and impairment losses:
Opening balance as at 1 January 2010 692,598 2,073,376 37,035 2,803,009
Changes in consolidation perimeter (Note 7) (2,138) (444,719) (956) (447,813)
Amortizations and impairment losses of the period 122,266 174,644 227 297,137
Disposals (1,613) (23,864) (25,477)
Exchange rate effect 891 891
Transfers (15,843) 169,877 154,034
Closing balance as at 30 September 2010 795,270 1,974,069 12,442 2,781,781
Carrying amount as at 30 September 2010 6,632,104 658,851 10,768
7,301,723

9. GOODWILL

During the nine months period ended 30 September 2010, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 September 2010
Gross amount:
Opening balance 62,651,566
Increases
Decreases (Note 7) (216,643)
Closing balance 62,434,923
Accumulated impairment losses:
Opening balance 1,301,596
Increases
Decreases
Closing balance 1,301,596
Carrying amount: 61,133,327

10. INVESTMENTS

As at 30 September 2010 this caption can be detailed as follows:

30 September 2010
Non current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,229,277
Acquisitions in the period 734,652
Disposals in the period (639,680)
Transfers
Closing balance as at 30 September 8,324,249
Accumulated impairment losses (Note 23) (7,707,935)
616,314
Investments held for sale
Fair value as at 1 January 2,289,261
Acquisitions in the period
Disposals in the period
Increase/(decrease) in fair value
Liquidations in the period
Fair value as at 30 September 2,289,261
Accumulated impairment losses (Note 23) (1,568,665)
Fair value (net of impairment losses) as at 30 September 720,596
Other investments (Note 6) 1,336,910

Investments in group companies, jointly controlled companies or associated companies excluded from consolidation and investments held for sale are recorded at acquisition cost less impairment losses. The Group considers that it is not reasonable to estimate a fair value for these investments as there is no visible market data.

11. OTHER NON CURRENT ASSETS

As at 30 September 2010 and 31 December 2009, Other non current assets are detailed as follows:

30 September 2010 31 December 2009
Loans granted to related parties
Norscut ‐ Concessionária de Scut Interior Norte, SA 14,564,633 23,837,775
Others 132,318 238,225
14,696,951 24,076,000
Impairment losses (Note 23) (75,616) (34,916)
14,621,335 24,041,084
Trade accounts receivable and other debtors
Others 1,461,450 1,558,523
1,461,450 1,558,523
Impairment losses (Note 23)
1,461,450 1,558,523
Other non current assets 16,082,785 25,599,607

12. STOCKS

Stocks as at 30 September 2010 and 31 December 2009 can be detailed as follows, highlighting the value attributable to real estate developments:

30 September 2010 31 December 2009
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by‐products and consumables 1,055,939 2,371,413
Goods for sale 45,409,706 43,275,363 45,133,938 42,966,231
Finished products 119,840,971 119,840,971 104,620,642 104,502,986
Work in progress 71,199,476 66,358,819 83,212,537 76,428,112
Payments on account 68,459 68,459
237,574,551 229,475,153 235,406,989 223,897,329
Accumulated impairment losses on stocks (Note 23) (7,732,296) (7,663,837) (7,858,372) (7,674,640)
Stocks 229,842,255 221,811,316 227,548,617 216,222,689

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2010 and 31 December 2009, Trade accounts receivable and Other current assets are detailed as follows:

30 September 2010 31 December 2009
Trade accounts receivable 33,235,175 47,929,830
Taxes recoverable 10,497,718 13,276,150
Loans granted and other accounts receivable from related
parties
Sit B3 2,559,889 2,559,886
TP 2,000,000
Change, SGPS, SA 2,064,000 2,052,000
Others 151,399 230,381
4,775,288 6,842,267
Other current assets
Suppliers with debtor balances 1,041,460 1,137,398
Other debtors 9,850,183 12,746,812
Accounts receivable from the sale of financial investments 31,746,339 27,041,348
Accounts receivable from the sale of tangible assets 114,644 124,232
Interest receivable 976,452 18,716
Deferred costs ‐ rents 138,307 256,528
Deferred costs ‐ external supplies and services 834,781 1,688,111
Other current assets 2,249,407 1,534,041
46,951,573 44,547,186
Accumulated impairment losses (Note 23) (32,241,633) (34,034,857)
Trade accounts receivable and other current assets 63,218,121 78,560,576

14. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 September 2010 and 31 December 2009, split between the different types of temporary differences, can be detailed as follows:

Deferred tax assets Deferred tax liabilities
30 September
2010
31 December
2009
30 September
2010
31 December
2009
Amortisation and Depreciation
harmonisation adjustments
1,383,762 1,249,564 1,342,313 1,031,460
Provisions and impairment losses of non‐tax
deductible
3,012,766
Write off of tangible and intangible assets 2,783 1,446,714
Write off of accruals 636,463
Revaluation of tangible assets 579,706 741,120
Tax losses carried forward 12,203,866 7,305,682 36,510
Write off of stocks 1,138,642 1,138,330
Others 1,698,479 4,923 168,573 232,080
18,301,656 10,643,346 3,265,744 3,142,990

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2010 and 31 December 2009, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:

30 September 2010 31 December 2009
Tax losses
carried
forward
Deferred tax assets Time limit Tax losses
carried
forward
Deferred tax assets Time limit
With limited time use
Generated in 2004 58,171 14,543 2010 317,411 79,353 2010
Generated in 2005 3,575,048 893,762 2011 4,289,549 1,072,387 2011
Generated in 2006 7,098,052 1,774,513 2012 7,098,052 1,774,513 2012
Generated in 2007 2,832,608 708,152 2013 2,851,068 712,767 2013
Generated in 2008 6,940,535 1,735,134 2014 6,940,535 1,735,134 2014
Generated in 2009 11,157,419 2,789,355 2015 7,770,683 1,906,161 2015
Generated in 2010 16,991,138 4,247,784 2014
48,652,971 12,163,243 29,267,298 7,280,315
With a time limit different from the
above mentioned
162,554 40,623 101,535 25,367
162,554 40,623 101,535 25,367
48,815,525 12,203,866 29,368,833 7,305,682

As at 30 September 2010 and 31 December 2009, Deferred tax assets resulting from tax losses carried forward were re‐assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 September 2010, tax losses carried forward amounting to 155,669,009 euro (150.762.305 euro as at 31 de December 2009), have not originated deferred tax assets for prudential reasons:

30 September 2010 31 December 2009
Tax losses carried
forward
Tax Credit Time limit Tax losses
carried forward
Tax Credit Time limit
With limited time use
Generated in 2004 2,711,072 643,068 2010 2,905,101 712,395 2010
Generated in 2005 5,362,398 1,182,865 2011 5,733,190 1,370,204 2011
Generated in 2006 10,732,844 2,242,265 2012 11,126,174 2,605,166 2012
Generated in 2007 18,871,614 4,443,007 2013 21,669,751 5,305,437 2013
Generated in 2008 31,452,195 7,282,056 2014 31,452,496 7,630,728 2014
Generated in 2009 51,909,648 12,692,734 2015 53,480,303 13,256,163 2015
Generated in 2010 10,050,835 2,190,141 2014
131,090,606 30,676,136 126,367,015 30,880,093
Without limited time use 1,186,715 395,532 5,607,982 1,869,140
With a time limit different from
the above mentioned
23,391,688 6,394,713 18,787,308 5,418,039
24,578,403 6,790,245 24,395,290 7,287,179
155,669,009 37,466,381 150,762,305 38,167,272

15. CASH AND CASH EQUIVALENTS

As at 30 de September 2010 and 31 December 2009, Cash and Cash equivalents can be detailed as follows:

30 September 2010 31 December 2009
Cash at hand 188,592 202,538
Bank deposits 4,186,879 2,196,282
Treasury applications 10,000 406,460
Cash and cash equivalents in the balance sheet 4,385,471 2,805,280
Bank overdrafts (Note 18) (1,639,383) (362,257)
Guarantee deposit (500,000) (500,000)
Cash and cash equivalents in the statement of cash‐flows 2,246,087 1,943,023

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

16. SHARE CAPITAL

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

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

17. NON‐CONTROLLING INTERESTS

Movements in Non‐controlling interests in the periods ended 30 September 2010 and 31 December 2009 are as follows:

30 September 2010 31 December 2009
Opening balance as at 1 January 11,319,241 49,319,413
Change in consolidation method (47,911,935)
Changes in percentage by acquisition / increase capital 14,006
Changes by disposals 7,135,202
Changes in percentage by sale of shares 1,115,855
Changes resulting from currency translation 31,834 102,101
Other changes (22,144) 197,227
Profit for the period attributable to non‐controlling interests 390,129 1,347,372
Closing balance 11,719,060 11,319,241

18. BORROWINGS

As at 30 September 2010 and 31 December 2009, Borrowings are made up as follows:

30 September 2010 31 December 2009
Outstanding amount Outstanding amount Repayable
Current Non current Current Non current
Bank loans
Sonae Capital SGPS ‐ commercial paper a) 30,000,000 30,000,000 Mar/2013
Sonae Capital SGPS ‐ commercial paper b) e) 38,100,000 39,100,000 2011
Sonae Capital SGPS ‐ commercial paper c) d) 49,500,000 48,550,000 Aug/2011
Sonae Capital SGPS ‐ commercial paper d) 24,800,000 24,250,000 Aug/2011
Invesaúde 296,920 500,000 Aug/2010
Selfrio Engenharia ‐ commercial paper 1,400,000 1,400,000 1,400,000 2,100,000 May/2012
Up‐front fees (38,231) (49,893)
Others 1,785,578
115,882,498 31,361,769 41,000,000 104,850,107
Bank overdrafts (Note 15) 1,639,383 362,257
Bank loans 117,521,881 31,361,769 41,362,257 104,850,107
Bond loans
Sonae Capital 2007/2012 Bonds 20,000,000 20,000,000 Dec/2012
Sonae Capital 2007/2012 Bonds 30,000,000 30,000,000 Dec/2012
SC, SGPS, S.A. 2008/2018 Bonds 50,000,000 50,000,000 Mar/2018
Up‐front fees (634,682) (756,745)
Bond loans 99,365,318 99,243,255
Other loans 43,334 2,986,459 131,532 2,986,459
Derivatives (Note 19) 1,613,585
Obligations under finance leases 3,379,525 26,584,734 3,306,770 28,987,580
Up‐front fees on finance leases (137,152) (144,883)
120,944,740 161,774,713 44,800,559 235,922,518

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

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

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

d) Commercial paper programme, issued on 28 August 2009 and valid up to 29 August 2011.

e) Commercial paper programme, with short term subscription guarantee, issued on 22 December 2008, with annual renewals up to a maximum of 3 years.

As at 30 September 2010, Bond loans of the Group were as follows:

  • Sonae Capital SGPS ‐ 2007/2012 Bond loan 1st emission in the amount of 20,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012, except if the reimbursement is anticipated, fully or partially, which can happen on 31 December 2010.
  • Sonae Capital SGPS ‐ 2007/2012 Bond loan 2nd emission in the amount of 30,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012.
  • SC, SGPS, SA, 2008/2018 Bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016.

These bond loans bear interest every six months at 6 months Euribor interest rates plus spreads that range between 0.50% and 0.95%.

In spite of Bond loans in the amount of 20,000,000 euro containing call / put options, they are disclosed at the latest maturity date on the assumption that the Group will be able to refinance those loans if the options are exercised, thus maintaining its capital structure.

Other loans include reimbursable grants to affiliated undertakings, which do not bear interest.

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

30 September 2010 31 December 2009
Nominal value Interest Nominal value Interest
N+1 a) 120,949,708 5,985,240 44,800,559 6,395,144
N+2 4,453,913 2,979,260 77,707,366 4,052,843
N+3 82,939,571 2,475,263 53,447,792 3,133,980
N+4 3,055,813 1,522,540 32,986,141 1,869,353
N+5 3,035,578 1,467,000 3,034,952 1,373,606
After N+5 67,473,406 4,083,365 69,697,789 4,944,349
281,907,989 18,512,668 281,674,599 21,769,275

a) Includes amounts drawn under commercial paper programmes.

19. DERIVATIVES

Interest rate derivatives

The hedging instruments used by the Group as at 30 September 2010 were mainly interest rate options ("cash flow hedges") contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose net fair value was negative 1,613,585 euro. As at 30 September 2010 all derivatives are hedging derivatives.

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

The risk cover principles generally used by the Group to contractually arrange hedging instruments are as follows:

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

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

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 September 2010 31 December 2009 30 September 2010 31 December 2009
Non‐Hedge accounting derivatives
Interest rate
Hedge accounting derivatives
Interest rate (Note 18) 1,613,585
Other derivatives
1,613,585

20. OTHER NON CURRENT LIABILITIES

As at 30 September 2010 and 31 December 2009 Other non current liabilities can be detailed as follows:

30 September
2010
31 December
2009
Loan and other amounts payable to related
parties
Plaza Mayor Parque de Ocio, SA 2,261,529 2,288,446
Others 1,098,000 960,002
3,359,529 3,248,448
Others creditors
Creditors in the restructuring process of Torralta 30,141,462 30,141,462
Fixed assets suppliers
Others 548,653 12,553
30,690,115 30,154,015
Deferred income 3,151,989 3,281,604
Pension fund liabilities 136,203
Other non current liabilities 37,201,633 36,820,270

Other creditors include 30,141,462 euro payable to creditors of an affiliated undertaking under the terms of a judicial restructuring process. The court decision dated 27 November 1997 (which confirms the terms approved in the creditors meeting of 23 September 1997) states that these credits will be payable 50 years from the date that the decision was confirmed (30 January 2003).

21. SHARE‐BASED PAYMENTS

In 2010 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares (until 2007 based on Sonae SGPS, SA shares) to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.

Year of Number of Fair value
grant Vesting year participants 30 September 2010 31 December 2009
Shares
2007 2010 75,080
2008 2011 4 49,797 207,760
2009 2012 5 179,664 420,165
2010 2013 5 176,962
Total 406,423 703,005

As at 30 September 2010 and 31 December 2009, the market value of total liabilities arising from share‐based payments, which have not yet vested, may be summarised as follows:

As at 30 September 2010 and 31 December 2009, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:

30 September 2010 31 December 2009
Other non current liabilities 149,045 278,562
Other current liabilities 45,647 75,080
Reserves 293,939 37,509
Staff costs (99,248) 316,133

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 September 2010 and 31 December 2009, Trade accounts payable and Other current liabilities can be detailed as follows:

30 September 2010 31 December 2009
Trade creditors 25,089,310 50,444,177
Loans granted by and other payables related parties 201,741 209,181
Other current liabilities
Fixed assets suppliers 819,670 2,553,533
Advances from customers and down payments 2,519,831 5,081,527
Other creditors 1,464,499 3,572,044
Taxes and contributions payable 4,589,019 10,622,710
Staff costs 7,184,814 6,975,657
Amounts invoiced for works not yet completed 6,191,017 6,821,540
Other external supplies and services 2,149,685 1,143,909
Interest payable 1,093,032 1,329,796
Expenses with construction contracts 1,036,922 1,534,444
Investment aid 1,779,303 2,278,884
Other liabilities 4,980,219 5,199,229
33,808,011 47,113,273
Trade accounts payable and other current liabilities 59,099,062 97,766,631

23. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 September 2010 were as follows:

Captions Balance as at
1 January 2010
Increases Decreases Balance as at
30 September 2010
Accumulated impairment losses on:
Investments (Notes 5 and 10) 7,946,337 2,032,483 (77,460) 9,901,360
Other non current assets (Note 11) 34,916 64,596 (23,896) 75,616
Trade accounts receivable (Note 13) 5,073,127 134,591 (958,143) 4,249,575
Other current debtors (Note 13) 28,961,730 1,060,512 (2,030,184) 27,992,058
Stocks (Note 12) 7,858,373 (126,077) 7,732,296
Non current provisions 3,995,369 1,280,000 (2,089,395) 3,185,974
Current provisions 2,379,002 215,147 (1,200,000) 1,394,149
56,248,854 4,787,329 (6,505,155) 54,531,028

As at 30 September 2010 and 31 December 2009, detail of other provisions was as follows:

30 September 2010 31 December 2009
Judicial claims 1,847,148 2,709,600
Others 2,732,975 3,664,771
4,580,123 6,374,371

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

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2010 and 31 December 2009 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 September 2010 31 December 2009
Guarantees given:
on VAT reimbursements 4,280,908 691,424
on tax claims 2,718,057 2,547,537
on judicial claims 1,897,406 1,897,406
on municipal claims 3,175,168 3,175,167
Others 18,584,462 46,176,125

Other include the following guarantees:

  • 8,374,048 euro (7,019,255 euro as at 31 December 2009) of guarantees on construction works given to clients;
  • 10,139,510 euro (37,406,741 euro as at 31 December 2009) of guarantees given concerning building permits in the Tourism business.

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

25. RELATED PARTIES

Balances and transactions during the periods ended 30 September 2010 and 2009 with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 September 2010 30 September 2009 30 September 2010 30 September 2009
Parent company and group companies excluded from
consolidation (a)
235,747 172,619
Associated companies 901,911 3,447 390,778 72,980
Other partners and shareholders 40,298,027 55,493,674 5,372,892 7,808,887
41,199,938 55,732,868 5,763,670 8,054,486
Interest income Interest expense
Transactions 30 September 2010 30 September 2009 30 September 2010 30 September 2009
Parent company and group companies excluded from
consolidation (a)
Associated companies 966,799 1,339,083
Other partners and shareholders 1,645 115,243 116,843
968,444 1,339,083 115,243 116,843
Accounts receivable Accounts payable
Balances 30 September 2010 31 December 2009 30 September 2010 31 December 2009
Parent company and group companies excluded from
consolidation (a)
212,491 115 115
Associated companies 1,191,855 2,240,393 39,122 39,774
Other partners and shareholders 10,755,181 14,753,864 5,233,707 4,391,160
11,947,036 17,206,748 5,272,944 4,431,049
Loans obtained Loans granted
Balances 30 September 2010 31 December 2009 30 September 2010 31 December 2009
Parent company and group companies excluded from
consolidation (a)
Associated companies 16,727,191 28,262,784
Other partners and shareholders 2,261,529 2,295,977
2,261,529 2,295,977 16,727,191 28,262,784

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

26. TAXATION

Income tax for the nine months periods ended 30 September 2010 and 2009 was made up as follows:

30 September 2010 30 September 2009
Current tax 2,352,520 13,313,847
Deferred tax (7,408,173) (2,931,481)
(5,055,653) 10,382,366

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 September 2010 and 2009, the reconciliation of consolidated net profit can be analysed as follows:

30 September 2010 30 September 2009
Agregate net profit (7,973,701) 138,643,554
Harmonisation adjustments 1,831,147 1,341,552
Elimination of intra‐group dividends (45,114,978) (179,009,882)
Equity Method (Note 5) 2,355,983 1,606,619
Elimination of intra‐group capital gains/(losses) 27,251,640 512,581
Elimination of intra‐group impairments (6,049,011) 12,378,559
Reversal of impairments 3,457,708
Adjustments of gains/(losses) on the sale of
assets
3,604,856
Adjustments of gains/(losses) on the sale of
financial shareholdings
24,196,084 51,121,815
Others 34,538 10,827
Consolidated net profit for the period (10,590) 30,210,481

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2010 and 2009 were calculated taking into consideration the following amounts:

30 September 2010 30 September 2009
Net Profit
Net profit taken into consideration to calculate basic earnings
per share (net profit for the period)
(400,719) 29,036,632
Effect of dilutive potential shares
Interest related to convertible bond (net of tax)


Net profit taken into consideration to calculate diluted earnings
per share
(400,719) 29,036,632
Number of shares
Weighted average number of shares used to calculate basic
earnings per share
250,000,000 250,000,000
Effect of dilutive potential ordinary shares from convertible
bonds
Weighted average number of shares used to calculate diluted
earnings per share
250,000,000 250,000,000
Earnings per share (basic and diluted) (0.001603) 0.116147

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

29. SEGMENT INFORMATION

In the periods ended 30 September 2010 and 2009, the following were identified as segments:

  • Sonae Turismo:
  • ‐ Tourism Operations
  • ‐ Other
  • SC Assets:
  • ‐ Residential Development
  • ‐ Other Real Estate Assets
  • ‐ Other
  • Spred:
  • ‐ Atlantic Ferries
  • ‐ Box Lines
  • ‐ Selfrio Group
  • ‐ Other
  • Holding and Others

No secondary business segments were disclosed since Group activities are almost all carried out in Portugal. Foreign activities are not significant enough to justify disclosure of a different geographical segment.

The contribution of the business segments to the income statement for the nine months period ended on 30 September 2010 and 2009 can be detailedas follows:

30 S
ber
ept
em
201
0
Pro
fit &
Los
s A
unt
cco
Tou
rism
Ope
ratio
ns
Othe
r
Inter
t Inco
seg
men
me
Tot
al T
ism
our
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
sset
s
Othe
r
Inter
t Inco
seg
men
me
Tot
al S
C A
ts
sse
Atla
ntic Ferr
ies
Box
Line
s
Self
rio Gro
up
Othe
r
Inter
t Inco
seg
men
me
Tot
al S
d
pre
Hold
& Oth
ing
ers
Inte
ent Inco
rse
gm
me
Con
soli
date
d
Ope
ratio
nal I
nco
me
Sale
s
12,4
01,3
61
- - 12,4
01,3
61
1,18
2,65
0
1,51
3,86
2
- - 2,69
6,51
2
- - 44,0
22,5
25
4,03
9,29
3
- 48,0
61,8
18
- (211
,754
)
62,9
47,9
37
Serv
ices
dere
d
ren
28,1
87,8
27
2,19
4,01
1
(1,8
11)
99,5
28,4
82,3
27
883
,962
5,27
6,98
4
- (242
)
,710
5,91
8,23
6
3,86
1,34
6 2
6,89
7,08
2
11,0
39,2
35
3,06
7,72
2
(55,
)
994
44,8
09,3
91
3,30
8,79
9
(7,3
23,7
62)
75,1
94,9
91
Othe
iona
l inc
erat
r op
ome
4,04
5,75
6
1,62
7,90
2
(189
)
,594
5,48
4,06
4
252
,906
959
,437
- -113
,889
1,09
8,45
4
32,5
64
116
,613
455
,323
582
,669
(422
)
1,18
6,74
7
330
,148
(619
,201
)
7,48
0,21
2
44,6
34,9
44
3,82
1,91
3
(2,0
05)
89,1
46,3
67,7
52
2,31
9,51
8
7,75
0,28
3
- -356
,599
9,71
3,20
2
3,89
3,91
0 2
7,01
3,69
5 5
5,51
7,08
3
7,68
9,68
4
(56,
)
416
94,0
57,9
56
3,63
8,94
7
(8,1
54,7
17)
145
,623
,140
Ope
ratio
nal
h-flo
w (E
BITD
A)
cas
(2,1
47,0
21)
38,6
36
(1,8
65)
(2,1
10,2
50)
(766
,685
)
1,88
5,34
0
(14,
241
)
16,1
70
1,12
0,58
4
350
,507
1,02
2,75
2
3,66
7,37
1
453
,292
1,21
5
5,49
5,13
7
(942
,232
)
8,83
1
3,57
2,07
0
30 S
epte
mbe
r 20
09
Pro
fit a
nd L
Acc
t
oss
oun
Tou
rism
Ope
ratio
ns
Othe
r
Inter
t Inco
seg
men
me
Tota
l To
uris
m
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
sset
s
Othe
r
Inter
t Inco
seg
men
me
Tota
l SC
As
sets
Atla
ntic
Ferr
ies
Box
Line
s
Self
rio Gro
up
Othe
r
Inter
t Inco
seg
men
me
Tota
l Sp
red
Hold
& Oth
ing
ers
Inter
t Inco
seg
men
me
Con
soli
date
d
Ope
ratio
nal I
ncom
e
Sale
s
79,9
77,3
00
- - 79,9
77,3
00
312
,500
601
,650
- - 914
,150
- - 53,1
81,2
66
6,09
8,10
5
- 59,2
79,3
71
- (1,1
42)
48,2
139
,022
,579
Serv
ices
dere
d
ren
29,4
33,2
23
2,03
0,50
0
(1,8
61,0
94)
29,6
02,6
29
762
,656
4,96
1,39
1
2,87
2,69
4
(437
,714
)
8,15
9,02
7
4,12
6,49
2 2
9,20
5,56
3 1
0,29
1,64
7
3,49
2,11
6
(90,
723)
47,0
25,0
95
3,58
1,26
4
(7,4
72,4
63)
80,8
95,5
52
Othe
iona
l inc
erat
r op
ome
9,72
2,98
8
279
,038
(245
,409
)
9,75
6,61
7
16,5
42
4,48
6,21
3
39,1
82
(1,1
01,3
43)
3,44
0,59
4
23,1
83
236
,601
804
,544
445
,135
- 1,50
9,46
3
169
,136
1,69
6,12
0
16,5
71,9
30
119,
133,
511
2,30
9,53
8
(2,1
06,5
03)
119,
336
,546
1,09
1,69
8
10,0
49,2
54
2,91
1,87
6
-1,5
39,0
57
12,5
13,7
71
4,14
9,67
5 2
9,44
2,16
4 6
4,27
7,45
7 1
0,03
5,35
6
(90,
723)
107,
813
,929
3,75
0,40
0
-6,9
24,5
85
236
,490
,061
Ope
ratio
nal c
ash-
flow
(EB
ITDA
)
36,8
45,1
00
118
,278
(1,3
84)
36,9
61,9
94
(855
,364
)
6,78
8,44
4
2,39
4,92
0
(1,0
51,3
83)
7,27
6,61
7
165,
422
375
,957
7,79
3
5,57
(970
,272
)
(1,7
99)
5,14
7,10
1
(850
,571
)
1,07
0,46
8
49,6
05,6
09

The contributionof the business segments to the balance sheets as at 30 September 2010 and 31 December 2009 can be detailed as follows:

30 S epte
mbe
r 20
10
Bala
She
et
nce
Tou
rism
Ope
ratio
ns
Othe
r
Inter
ent Adju
segm
stme
nts
Tota
l To
uris
m
Res
tial Prop
iden
erty
Dev
elop
t
men
al Esta
Othe
r Re
te A
sset
s
Othe
r
Inter
ent Adju
segm
stme
nts
Tota
l SC
Ass
ets
Atla
ntic
Ferr
ies
Self
rio G
roup
Othe
r
Inter
ent Adju
segm
stme
nts
Tota
l Sp
red
Hold
ing
& O
the
rs
Inte
nt Adj
rse
gme
ustm
ents
Con
soli
date
d
Tang
ible
and
Intan
gible
Fixe
d As
sets
148,
705
,231
543
,692
- 149,
248,
923
28,7
41
79,4
90,6
86
- - 79,5
19,4
27
26,3
76,3
00
730
,220
9,23
4,56
9
- 36,3
41,0
89
133
,285
(0) 265
,242
,725
Inve
stme
nts
699
,172
152
,393
- 851,
565
- 974
,870
54,5
24,8
12
- 55,4
99,6
82
- 0 1,50
0,07
7
- 1,50
0,07
7
14,6
49,4
88
- 72,5
00,8
12
Othe
r As
sets
176
,014
,627
155
,383
,287
(154
,570
,211
)
176,
827,
703
46,8
61,4
81
109
,310
,102
155
,500
,610
(187
,244
,954
)
124,
427,
240
1,79
0,95
3
58,4
70,7
00
54,4
54,4
89
(24,
332
,363
)
90,3
83,7
80
397
,476
,029
(396
,151
)
,136
,615
392
,963
Tota
l As
sets
325
,419
,030
156
,079
,372
(154
,570
,211
)
326
,928
,191
46,8
90,2
22
189
,775
,658
210
,025
,422
(187
,244
,954
)
259
,446
,349
28,1
67,2
53
59,2
00,9
21
65,1
89,1
35
(24,
332,
363)
128
,224
,946
412
,258
,802
(396
,151
,136
)
730
,707
,152
Tota
l Lia
bilit
ies
237
,873
,699
188
,393
,532
(154
,566
,984
)
271
,700
,247
46,2
56,1
11
146
,336
,561
175
,035
,350
(187
,244
,720
)
180
,383
,302
23,9
57,6
62
28,6
74,4
73
35,8
66,6
49
(21,
112,
382)
67,3
86,4
02
276
,785
,348
(409
,389
,285
)
386
,866
,014
Tec
hnic
al in
tme
nt
ves
2,15
8,27
2
311
,997
- 2,47
0,26
9
57,9
90
185
,718
- - 243,
708
,658
231
,592
192
1,16
0,33
0
- 1,58
4,58
0
56,8
90
20,8
84
4,37
6,33
2
Gro
ss D
ebt
4,01
8,18
1
(0) - 4,01
8,18
1
93,1
57
1,03
3,32
8
- - 1,12
6,48
5
22,0
96,6
70
5,48
9,73
4
6,73
9,98
1
- 34,3
26,3
85
243
,248
,402
- 282
,719
,452
Net
Deb
t
3,71
0,38
9
(48,
384)
- 3,66
2,00
5
(461
,116
)
971
,838
(23,
387)
- 487
,335
22,0
33,5
61
4,64
2,00
9
6,63
2,88
2
- 33,3
08,4
52
240
,876
,190
- 278
,333
,982
31 D
mbe
ece
r 20
09
She
Bala
et
nce
ism Ope
Tour
ratio
ns
Othe
r
Inter
ent
segm
Adju
stme
nts
uris
Tota
l To
m
Resi
ial Prop
dent
erty Deve
lopm
ent
Othe
al Esta
r Re
te A
sset
s
Othe
r
Inter
ent
segm
Adju
stme
nts
l SC
Tota
Ass
ets
Atla
ntic Ferr
ies
Box
Line
s
Self
rio G
roup
Othe
r
Inter
ent
segm
Adju
stme
nts
l Sp
Tota
red
ing
Hold
& Ot
hers
Inte
t
rseg
men
Adju
stm
ents
Con
soli
date
d
Tang
ible a
nd In
ible F
ixed
Ass
tang
ets
166,
749,
384
822
,600
- 571,
167,
984
4,02
7,78
9
81,5
33,7
67
(0) - 85,5
61,5
56
27,4
12,9
37
516
,419
716
,407
9,51
1,89
5
- 57,6
58
38,1
130,
262
- 459
291,
421,
Inve
stme
nts
635
,044
217
,143
- 852,
187
- - 53,8
25,7
93
- 53,8
25,7
93
- - - 2,83
7,14
6
- 2,83
7,14
6
14,3
22,7
47
- 71,8
37,8
73
Othe
r As
sets
188
,538
,286
357
,554
,871
(184
,115
,649
)
361,
977,
508
46,7
47,2
90
63,2
54,2
70
84,4
39,4
22
(81,
847,
246)
112,
593,
736
3,30
3,96
9
11,9
00,8
24
73,1
96,6
61
33,3
11,2
47
(7,0
08,3
88)
114,
704,
313
564,
154,
191
(746
,922
,353
)
406,
507,
395
Tota
l As
sets
355,
922,
713
358,
594,
614
(184
,115
,649
)
530,
401,
678
50,7
75,0
79
144,
788,
037
138,
265,
215
(81,
847,
246)
251,
981,
085
30,7
16,9
06
12,4
17,2
43
73,9
13,0
68
45,6
60,2
89
(7,0
08,3
88)
155,
699,
117
578,
607,
200
(746
,922
,353
)
769,
766,
727
Tota
l Lia
bilit
ies
261,
844,
584
549,
141,
750
(184
,116
,684
)
626,
869,
650
56,6
70,6
63
92,1
44,0
89
130,
004,
022
(81,
847,
010)
196,
971,
764
25,1
37,6
27
8,39
3,79
8
31,2
90,6
72
62,4
28,9
83
(7,0
09,0
61)
120,
242,
019
248,
508,
586
(767
,764
,680
)
424,
827,
339
Tec
hnic
al in
tme
nt
ves
17,4
80,1
27
73,6
88
- 17,5
53,8
14
37,3
46
1,28
7,81
3
25,1
72,6
31
- 26,4
97,7
90
1,28
0,04
7
292,
710
132,
270
674,
605
- 2,37
9,63
3
135,
300
- 46,5
66,5
37
Gro
ss D
ebt
3,92
3,48
2
23,6
42
- 3,94
7,12
4
- 1,35
7,56
0
- - 1,35
7,56
0
23,1
07,6
44
- 3,50
3,36
0
7,70
4,36
7
- 34,3
15,3
71
241,
103,
022
- 280,
723,
077
Net
Deb
t
3,53
7,89
1
10,0
33
- 3,54
7,92
4
(505
,501
)
1,33
1,43
1
(17,
282)
- 808,
648
23,0
54,9
52
(233
,532
)
2,40
9,03
1
7,64
6,25
0
- 32,8
76,7
01
240,
684,
524
- 277,
917,
797

30. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 September 2010.

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and atuthorized for issue on 17 November 2010.

INDIVIDUAL FINANCIAL STATEMENTS 30 SEPTEMBER 2010

(Translation from the Portuguese Original)

INDIVIDUAL BALANCE SHEETS AS AT 30 SEPTEMBER 2010 AND 31 DECEMBER 2009

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

(Amounts expressed in euro)

ASSETS Notes 30 September 2010 31 December 2009
NON CURRENT ASSETS:
Tangible assets
661 2,643
Investments
Deferred tax assets
4 542,139,453
237,781
382,639,453
-
Other non current assets 5 198,681,043 343,547,500
Total Non Current Assets 741,058,938 726,189,596
CURRENT ASSETS
Other current assets 6 27,518,588 12,860,560
Cash and cash equivalents 7 2,355,334 55,597
Total Current Assets 29,873,922 12,916,157
TOTAL ASSETS 770,932,860 739,105,753
EQUITY AND LIABILITIES
EQUITY:
Share Capital 8 250,000,000 250,000,000
Legal Reserve 8,191,127 -
Other reserves 9 287,419,883 132,638,253
Retained earnings - (849,780)
Profit / (Loss) for the period 2,107,926 163,822,537
TOTAL EQUITY 547,718,936 545,611,010
LIABILITIES:
NON CURRENT LIABILITIES
Bank loans 10 29,961,769 102,750,107
Bonds 10 49,929,096 49,884,766
Other non current liabilities 86,592 140,821
Deferred tax liabilities 27,293 41,282
Total Non Current Liabilities 80,004,750 152,816,976
CURRENT LIABILITIES
Suppliers 31,702 54,384
Bank overdrafts 10 112,400,000 39,100,000
Other creditors 11 27,538,949 2,350
Other current liabilities 12 3,238,523 1,521,033
Total Current Liabilities 143,209,174 40,677,767
TOTAL EQUITY AND LIABILITIES 770,932,860 739,105,753

The accompanying notes are part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

Notes 30 September 2010 30 September 2009
Operational income:
Other operational income 55,838 7,931
Total operational income 55,838 7,931
Operational expenses:
External supplies and services 13 (228,771) (364,489)
Staff costs 14 (835,290) (858,911)
Depreciation and amortisation (1,982) (1,981)
Other operational expenses (178,601) (51,252)
Total operational expenses (1,244,644) (1,276,633)
Operational profit/(loss) (1,188,806) (1,268,702)
Financial income 15 6,803,664 7,075,345
Financial expenses 15 (6,624,322) (6,305,750)
Net financial income/(expenses) 179,342 769,595
Investment income 2,871,845 162,500,000
Profit/(loss) before taxation 1,862,381 162,000,893
Taxation 16 245,545 53,844
Profit/(loss) for the period 2,107,926 162,054,737
Profit/(loss) per share
Basic 17 0.008432 0.648219

The accompanying notes are part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

3rd Quarter 2010
(Unaudited)
3rd Quarter 2009
(Unaudited)
Operational income:
Other operational income 2,263 840
Total operational income 2,263 840
Operational expenses:
External supplies and services (66,889) (52,955)
Staff costs (228,712) (399,851)
Depreciation and amortisation (661) (660)
Other operational expenses (80,354) (5,948)
Total operational expenses (376,616) (459,414)
Operational profit/(loss) (374,353) (458,574)
2,634,088
Financial expenses (1,862,872) (2,766,834)
Net financial income/(expenses) (156,313) (132,746)
Investment income - -
Profit/(loss) before taxation (530,666) (591,320)
79,900
Profit/(loss) for the period (400,598) (511,420)
Profit/(loss) per share
Basic -0.001602 -0.002046
Financial income
Taxation
1,706,559
130,068

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

30 September 2010 30 September 2009
Net profit for the period 2,107,926 162,054,737
Exchange differences on translating foreign operations - -
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method - -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - 304,749
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - 304,749
Total comprehensive income for the period 2,107,926 162,359,486

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

3rd Quarter 2010
(Unaudited)
3rd Quarter 2009
(Unaudited)
Net profit for the period (400,598) (511,420)
Exchange differences on translating foreign operations - -
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method - -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - -
Total comprehensive income for the period (400,598) (511,420)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

Sha
re
Ow
n
Leg
al
Con
ion
vers
Res
erve
s
Fai
r Va
lue
Hed
ging
Oth
er
Ret
aine
d
Sub
tot
al
fit /
Net
(los
s)
pro
Tot
al E
quit
y
Cap
ital
Sha
res
Res
erve
Res
erve
Res
erve
Res
erve
Res
erve
s
Ear
ning
s
Bala
Jan
at 1
20
09
nce
as
uary
250
,000
,000
- - - (304
)
,749
- 132
,638
,253
(1,5
09)
132
,331
,995
(84
1)
8,27
381
,483
,724
Tota
l co
ehe
nsiv
e in
e fo
r the
riod
mpr
com
pe
- - - - 304
,749
- - - 304
,749
162
,054
,737
162
,359
,486
App
iatio
n of
fits:
ropr
pro
Tran
sfer
lega
l res
and
aine
d ea
rnin
to
ret
erve
gs
Divi
den
ds d
istri
bute
d
- - - - - - - (84
1)
8,27
(84
1)
8,27
848
,271
-
Acq
uisi
tion
/(dis
al) o
f ow
n sh
pos
ares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Oth
ers
- - - - - - - - - - -
Bala
at 3
0 S
epte
mbe
r 20
09
nce
as
250
,000
,000
- - - - - 132
,638
,253
(84
9,78
0)
131
,788
,473
162
,054
,737
543
,843
,210
Bala
at 1
Jan
20
10
nce
as
uary
250
,000
,000
- - - - - 132
,638
,253
(84
9,78
0)
131
,788
,473
163
,822
,537
545
,611
,010
e fo
Tota
l co
ehe
nsiv
e in
r the
riod
mpr
com
pe
- - - - - - - - - 2,1
07,9
26
2,1
07,9
26
App
iatio
n of
fits:
ropr
pro
Tran
sfer
lega
l res
and
aine
d ea
rnin
to
ret
erve
gs
- - 8,1
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849
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163
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/(dis
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- - - - - - - - - - -
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ers
- - - - - - - - - - -
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at 3
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547
,718
,936

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

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

30 September 2010 30 September 2009
OPERATING ACTIVITIES
Cash paid to trade creditors 267,369 433,265
Cash paid to employees 751,267 745,300
Cash flow generated by operations (1,018,636) (1,178,565)
Income taxes (paid)/received 808 (26,838)
Other cash receipts/(payments) relating to operating activities (154,139) (152,405)
Net cash flow from operating activities [1] (1,173,583) (1,304,132)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 10,634,900 7,448,430
Dividends 2,871,845 162,500,000
Loans granted 191,096,257 -
204,603,002 169,948,430
Cash payments arising from:
Investments 159,500,000 -
Tangible assets - -
Loans granted 64,815,898 247,576,200
224,315,898 247,576,200
Net cash flow from investment activities [2] (19,712,896) (77,627,770)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 28,036,407 83,450,000
28,036,407 83,450,000
Cash Payments arising from:
Interest and similar costs 4,850,191 4,210,080
Loans obtained - 308,200
4,850,191 4,518,280
Net cash from financing activities [3] 23,186,216 78,931,720
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 2,299,737 (182)
Cash and cash equivalents at the beginning of the period 55,597 25,516
Cash and cash equivalents at the end of the period 2,355,334 25,334

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

3rd Quarter 2010
(Unaudited)
3rd Quarter 2009
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors 50,599 86,223
Cash paid to employees 290,624 202,428
Cash flow generated by operations (341,223) (288,651)
Income taxes (paid)/received (53,842) (27,439)
Other cash receipts/(payments) relating to operating activities (531,540) (7,350)
Net cash flow from operating activities [1] (818,921) (268,561)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 4,459,685 3,775,704
Dividends - -
Loans granted - -
4,459,685 3,775,704
Cash payments arising from:
Investments
- -
Tangible assets - -
Loans granted (2,430,086) 85,963,500
(2,430,086) 85,963,500
Net cash flow from investment activities [2] 6,889,771 (82,187,796)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained (1,827,500) 80,234,000
(1,827,500) 80,234,000
Cash Payments arising from:
Interest and similar costs 1,915,858 1,659,930
Loans obtained - 100,000
1,915,858 1,759,930
Net cash from financing activities [3] (3,743,358) 78,474,070
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 2,327,492 (3,982,288)
Cash and cash equivalents at the beginning of the period 27,842 4,007,621
Cash and cash equivalents at the end of the period 2,355,334 25,334

The Board of Directors

The accompanying notes are part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 AND 30 SEPTEMBER 2009

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

(Amounts expressed in euro)

1. INTRODUCTION

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

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree‐Law 35/2005 of 17 February 2007, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

2. BASIS OF PREPARATION

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

3. PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2009.

4. INVESTMENTS

As at 30 September 2010 and 31 December 2009 Investments are detailed as follows:

30 September 2010 31 Decembe r 2009
Inves tments i n a ffilia ted and a s s ocia ted unde rtakings 542,138,253 382,638,253
Inves tments i n othe r companies (Sonae RE ‐ 0.04%) 1,200 1,200
542,139,453 382,639,453

4.1 Investments in affiliated and associated undertakings

As at 30 September 2010 and 31 December 2009, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

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

30 Septembe r 2010 31 December 2009
Compa ny % Held Fair Value Book
Val ue
Fai r Value
Rese rve
% Held Fair Value Book
Val ue
Fai r Value
Rese rve
SC, SGPS, SA 100.00% 382,638,253 100.00% 382,638,253
Spred, SGPS SA 54.05% 40,000,000
SC As se ts, SGPS, SA 76.64% 82,000,000
Sonae Turi smo, SGPS SA 23.08% 37,500,000
Total 542,138,253 382,638,253

5. OTHER NON CURRENT ASSETS

As at 30 September 2010 and 31 December 2009 Other Non Current Assets are detailed as follows:

30 Septembe r 2010 31 Decembe r 2009
Loa ns granted to group compa nies:
SC, SGPS, SA 162,592,243 343,547,500
SC As sets, SGPS, SA 36,088,800
198,681,043 343,547,500

These assets were not due or impaired as at 30 September 2010. The fair value of loans granted to Group companies is basically the same as their book value.

6. OTHER CURRENT ASSETS

As at 30 September 2010 and 31 December 2009 Other Current Assets can be detailed as follows:

30 September 2010 31 December 2009
Group companies - Short term loans:
Change, SGPS, SA 2,064,000 2,052,000
SC, SGPS, SA 11,074,715 3,862,000
SC Assets, SGPS, SA 11,361,383
Group companies - Interest:
SC, SGPS, SA 5,945,846
Income tax withheld 54,803 212,237
Other Debtors 69 2,632
Accrued income 2,123,674 9,063
Deferred costs 839,944 776,782
27,518,588 12,860,560

7. CASH AND CASH EQUIVALENTS

As at 30 September 2010 and 31 December 2009 Cash and Cash Equivalents can be detailed as follows:

30 September 2010 31 December 2009
Cash 916 1,003
Bank deposits 2,354,418 54,594
Cash and cash equivalents in the balance sheet 2,355,334 55,597
Bank overdrafts
Cash and cash equivalents in the cash flow statement 2,355,334 55,597

8. SHARE CAPITAL

As at 30 September 2010 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

9. OTHER RESERVES

As at 30 September 2010, the caption Other Reserves can be detailed as follows:

30 Septembe r 2010 31 Decembe r 2009
Free reserves 154,781,631
Deme rge r reserve 132,638,252 132,638,252
287,419,883 132,638,252

The Demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 Euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 Euro).

10. LOANS

As at 30 September 2010 and 31 December 2009 this caption included the following loans:

30 September 2010 31 Decembe r 2009
Bank loans ‐ Commercial paper 30,000,000 102,800,000
Up‐front fees not yet cha rged to i ncome s ta tement (38,231) (49,893)
Bank loans ‐ non current 29,961,769 102,750,107
Nominal value of bonds 50,000,000 50,000,000
Up‐front fees not yet cha rged to i ncome s ta tement (70,904) (115,234)
Bonds 49,929,096 49,884,766
Non‐current loans 79,890,865 152,634,873
Bank loans ‐ Commercial paper 112,400,000 39,100,000
Current bank loans 112,400,000 39,100,000

Bonds Sonae Capital 2007/2012 1st Bond issue, amounting to 20,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012, except if total or partial early repayment occurs, which may happen on 31 December 2010.

Bonds Sonae Capital 2007/2012 2nd Bond issue, amounting to 30,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012.

These bond issues pay interest every six months at Euribor six month interest rates plus spreads which vary between 0.50% and 0.60%.

Bonds totalling 20,000,000 euro are included in the financial statements based on their full lives, although prior call/put options exist. In the case of early repayment, it is considered that the borrowing could be refinanced on a similar basis and the borrowing structure maintained.

The caption Non Current Bank Loans relates to amounts issued under four Commercial Paper Programmes with guaranteed subscription, launched on 14 March 2008 with the maximum amount of 30,000,000 euro and valid for a period of 5 years.

The caption Current Bank Loans includes five issues of commercial paper programmes. One, with a maximum limit of 60,000,000 euro, without subscription guarantee, launched on 28 March 2008, valid for a ten year period, which may be extended at the option of the Company, another, with a maximum limit of 15,000,000 euro, with subscription guarantee, launched on 22 December 2008, valid for a one year period, extendable for two annual periods, which may not be renewed at the discretion of both parties, and three other launched on 26 and 28 August 2009 with the maximum amount of 36,600,000 euro each and valid for a period of 2 years.

The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.

There are no Derivatives.

11. OTHER CREDITORS

As at 30 September 2010 and 31 December 2009, these captions were made up as follows:

30 Septembe r 2010 31 December 2009
Other credi tors
Group compa nies ‐ Short term loans:
Spred , SGPS, SA 25,486,407
Se te e Meio He rdades, SA 2,050,000
Other credi tors 2,542 2,350
27,538,949 2,350

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

12. OTHER CURRENT LIABILITIES

As at 30 September 2010 and 31 December 2009, these captions were made up as follows:

30 September 2010 31 Decembe r 2009
Other current lia bili ties
Taxes paya ble 24,313 185,865
Accrual s:
Sta ff cos ts 452,427 344,130
Inte res t paya ble 2,750,075 977,733
Other accrual s 11,708 6,947
De ferred i ncome 6,358
3,238,523 1,521,033

13. EXTERNAL SUPPLIES AND SERVICES

As at 30 September 2010 and 30 September 2009, External Supplies and Services can be detailed as follows:

30 September 2010 30 Septembe r 2009
Opera ti onal rents 48,838 12,458
Ins ura nce cos ts 39,351 45,532
Travelli ng expenses 32,190 39,549
Se rvi ces obtained 87,138 256,635
Other se rvi ces 21,254 10,315
228,771 364,489

14. STAFF COSTS

As at 30 September 2010 and 30 September 2009, Staff Costs are made up as follows:

30 Septembe r 2010 30 Septembe r 2009
Gove rni ng bodies' remunera tions 762,154 792,809
Social securi ty contri buti ons 55,036 48,342
Other s ta ff cos ts 18,100 17,760
835,290 858,911

15. NET FINANCIAL EXPENSES

As at 30 September 2010 and 30 September 2009, Net Financial Expenses can be detailed as follows:

30 September 2010 30 Septembe r 2009
Inte res t paya ble and similar expenses
Inte res t a ri si ng from:
Bank loans (2,780,953) (1,527,039)
Bonds (594,212) (1,146,257)
Othe r (1,754,462) (2,053,374)
Other fi na ncial expenses (1,494,695) (1,579,079)
(6,624,322) (6,305,750)
Inte res t receiva ble and similar i ncome
Inte res t i ncome 6,803,664 7,075,345
6,803,664 7,075,345
Net fina ncial expenses 179,342 769,595

16. TAXATION

As at 30 September 2010 and 30 September 2009, Taxation is made up as follows: 30 Septembe r 2010 30 Septembe r 2009 Current tax (6,224) (1,647) De ferred tax 251,769 55,491 245,545 53,844

17. EARNINGS PER SHARE

Earnings per share for the nine months periods ended 30 September 2010 and 2009 were calculated taking into consideration the following amounts:

30 September 2010 30 Septembe r 2009
Net profit
Net profi t taken i nto consi dera ti on to calcula te basic
ea rnings per s ha re (Net profi t for the pe riod ) 2,107,926 162,054,737
Effect of dilutive potential s ha res - -
Net profi t taken i nto consi dera ti on to calcula te
dil uted ea rni ngs per s ha re 2,107,926 162,054,737
Number of shares
Weighted ave rage number of s ha res used to calcula te
basic ea rni ngs per s ha re 250,000,000 250,000,000
Weighted ave rage number of s ha res used to calcula te
dil uted ea rni ngs per s ha re 250,000,000 250,000,000
Earnings per share (basic and diluted) 0.008432 0.648219

18. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 17 November 2010.

19. INFORMATION REQUIRED BY LAW

Decree‐Law nr 318/94 art 5 nr 4

In the period ended 30 September 2010 shareholders' loan contracts were entered into with the following companies:

  • SC Assets, SGPS, SA
  • SC, SGPS, SA

In the period ended 30 September 2010 short‐term loan contracts were entered into with the following companies:

  • SC Assets, SGPS, SA
  • SC, SGPS, SA
  • Sete e Meio Herdades, SA

Loans granted

  • Spinveste SGII, SA
  • Spred SGPS, SA

As at 30 September 2010 amounts owed by affiliated companies can be summarized as follows:

Companies Closing Balance
SC, SGPS, SA 173,666,958
Change, SGPS, SA 2,064,000
SC As se ts, SGPS, SA 47,450,183
223,181,141

As at 30 September 2010 amounts owed to affiliated companies can be summarized as follows:

Loans obtained
Compa nies Cl osing Balance
Spred , SGPS, SA 25,486,407
Se te e Mei o Herdades, SA 2,050,000
27,536,407

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