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Teixeira Durate

Quarterly Report Sep 16, 2011

1919_ir_2011-09-16_e08ec7ba-4da5-4adf-9347-2647f1c78644.pdf

Quarterly Report

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TABLE OF CONTENTS

    1. Company Identification
    1. Summary of Indicators
    1. Teixeira Duarte Group 1st Semester 2011
    1. Interim Management Report
  • I. Preliminary Comment
  • II. Introduction
  • III. Overall Assessment of the Activity
  • IV. Facts Which Occurred After the End of the 1st Semester 2011
  • V. Outlook for 2011
  • VI. Notes to the Interim Management Report
    1. Statement of conformity
    1. Consolidated Financial Statements
  • I. Consolidated Statement of the Financial Position
  • II. Consolidated Income Statement of the Period
  • III. Consolidated Comprehensive Income Statement
  • IV. Consolidated Statement of Change in Equity
  • V. Consolidated Cash Flow Statement
  • VI. Notes to the Consolidated Financial Statements

TEIXEIRA DUARTE, S.A.

Public Company

Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share Capital: € 420,000,000 Single Legal Person and Registration number at the Commercial Registry of Cascais-Oeiras 509.234.526

SUMMARY OF INDICATORS

Teixeira Duarte Group 2007 1st Sem. 1st Sem. 1st Sem. 1st Sem. 1st Sem.
2008
2009 2010 2011 % Variation
2011/2010
Workers 9,334 12,746 13,462 12,901 11,797 (8.6%)
Sales/Services Rendered 464 583 603 667 611 (8.4%)
Operating Income 480 632 635 694 628 (9.6%)
EBITDA 4 5 9 3 6 4 7 2 7 7 6.8%
EBITDA / Turnover Margin 10% 16% 11% 11% 13% 16.6%
EBIT 2 8 7 1 3 7 3 5 4 6 30.7%
Tangible fixed assets + Investment property 767 832 951 1,033 1,039 0.6%
Investments in associates + Assets available for sale + Other investments 1,719 1,393 1,177 329 229 (30.3%)
Total Equity 1,049 535 353 596 465 (21.9%)
Net Income Attributable to Shareholders 3 4 (256) 1 8 5 2 (58) -

Notes:

The book values are expressed in million Euros.

The figures in the "% Variation 2011/2010" column were calculated based on amounts that were not rounded off.

Total Equity includes non-controlling interests.

I – PRELIMINARY COMMENT

Teixeira Duarte, S.A. (TD,SA) became the leading listed company of the Teixeira Duarte Group in the 2nd semester of last year, while as at 30 June 2010 the leading entity of the Group had been Teixeira Duarte – Engenharia e Construções, S.A. (TD-EC).

Since the accounts of TD,SA reported as at 30 June did not include indicators permitting a full comparison of the entire Teixeira Duarte Group, the consolidated statements of income, comprehensive income, change in equity and cash flows do not include comparable data.

However, the decision was made to present, only in the Interim Management Report, indicators of the consolidated financial statements of TD-EC as at 30 June 2010, solely for the purpose of comparison with the consolidated financial statements of TD,SA as at 30 June 2010, thus allowing for an assessment of the evolution and performance of the Teixeira Duarte Group.

II - INTRODUCTION

Under the terms and for the effect of the applicable legal and regulatory provisions, TD,SA hereby discloses the Interim Report relative to the first six months of 2011, of which the attached financial statements are also an integral part.

In compliance with and under the legislation on the presentation of periodic information, it should be noted that the elements disclosed herein refer only to the consolidated position and that the financial statements and their notes were prepared based on the International Accounting Standard IAS 34 - Interim Financial Reporting, with the scope and development established in the Law.

Without prejudice to the regular monitoring of the activity of the Teixeira Duarte Group by its Supervisory Bodies, as well as through the information reported to the Supervisory Bodies for the purpose of the preparation of this document, the elements published herein are not, under the terms of the applicable provisions, subject to auditing.

In addition to the Consolidated Financial Statements and respective notes, this document also presents a brief description of the evolution of the Group's activity during the period under analysis, relative to which we highlight the following aspects:

  • Net Income Attributable to Shareholders was negative by 58 million euros;
  • Turnover of 611 million euros;
  • EBITDA of 77 million euros;
  • EBITDA / Turnover Margin of 12.5%;
  • Net Debt of 1,148 million euros;
  • Net Assets of the Group of 2,677 million euros;
  • Financial Autonomy of 17.4%;
  • Portfolio of Orders of the Teixeira Duarte Group for the construction sector worth more than 1,950 million euros.

III – OVERALL ASSESSMENT OF THE ACTIVITY

1st S 11 1st S 10 2nd Q 11 2nd Q 10 (TD,SA) (TD-EC) (TD,SA) (TD-EC) Operating income 627,517 694,049 (9.59%) 308,156 387,046 (20.38%) Operating costs 550,869 622,300 (11.48%) 282,225 351,805 (19.78%) EBITDA 76,648 71,749 6.83% 25,931 35,241 (26.42%) Amortisation and depreciation 29,043 27,336 6.24% 14,525 14,535 (0.07%) Provisions 2,026 9,552 - 2,710 7,883 (65.62%) EBIT 45,579 34,861 30.74% 8,696 12,823 (32.18%) Financial profit or loss (109,029) 21,035 - (84,371) (54,421) - Pre-tax profit (63,450) 55,896 - (75,675) (41,598) - Income tax 6,283 4,497 39.72% 3,801 66 5659.09% Net profit (69,733) 51,399 - (79,476) (41,664) - Attributable to: Shareholders (57,822) 51,947 - (65,715) (40,367) - Non-controlling interests (11,911) (548) - (13,761) (1,297) - Var (%) Var (%)

Income Statement for the semesters and quarters ended on 30 June 2011 and 2010

(Values in thousand euros)

The Consolidated Net Income Attributable to Shareholders was negative by 57,822 thousand euros.

This indicator was influenced as at 30 June by the recording of an impairment loss in the holding owned in "Banco Comercial Português, S.A.", which had an impact on net income of 42,798 thousand euros.

The disposal of 50% of the Group's holding in the Spanish company "ARENOR, S.L." and the impairment loss in the remaining 50% had a negative impact of 11,464 thousand euros on the Net Income Attributable to Shareholders.

The net income of the first semester of 2011 was also penalised, by 12,300 thousand euros, as a result of the devaluation of the Euro relative to the Currencies with which the Group operates in certain markets.

It should also be noted that, in the first semester of 2010 this indicator was influenced by the incorporation of capital gains of 71,183 thousand euros resulting from the disposal of the holding in "CIMPOR – Cimentos de Portugal, S.G.P.S., S.A.", as well as the appropriation of the net income of this participated company up to the date of its sale, of the total value of 9,237 thousand euros.

Turnover declined by 8.4% relative to the first semester of 2010, having reached 611,373 thousand euros.

Evolution of Turnover

(Values in thousand euros)

In overall terms, Portugal fell by 11.6% and the external market decreased by 6.1%, and now represents 60.3% of the total Turnover of the Teixeira Duarte Group.

Evolution of Turnover by Markets

The tables below present the Turnover detailed by country and activity sectors, clearly indicating the exposure of the Group to different economic contexts.

Countries 1st S 11
(TD, SA)
1st S 10
(TD-EC)
Var (%) 2nd Q 11
(TD, SA)
2nd Q 10
(TD-EC)
Var (%)
Portugal 242,629 274,472 (11.6%) 119,239 147,969 (19.4%)
Angola 227,057 225,430 0.7% 112,979 115,500 (2.2%)
Algeria 25,288 29,890 (15.4%) 18,753 21,328 (12.1%)
Brazil 72,657 88,674 (18.1%) 29,572 59,037 (49.9%)
Spain 13,648 12,008 13.7% 7,448 6,280 18.6%
Morocco 1,363 1,735 (21.4%) 1,007 645 56.1%
Mozambique 15,387 26,956 (42.9%) 3,508 13,958 (74.9%)
Ukraine 7,079 4,511 56.9% 5,357 3,626 47.7%
Venezuela 3,938 2,124 85.4% 3,385 1,453 133.0%
Other 2,327 1,353 72.0% 1,212 495 144.8%
Total 611,373 667,153 (8.4%) 302,460 370,291 (18.3%)

Evolution of Turnover by Country

(Values in thousand euros)

Evolution of Turnover by Activity

Activity Sector 1st S 11 1st S 10 Var (%) 2nd Q 11 2nd Q 10 Var (%)
(TD, SA) (TD-EC) (TD, SA) (TD-EC)
Construction 319,830 356,483 (10.3%) 157,828 199,734 (21.0%)
Cement, Concrete and Aggregates 7,102 5,952 19.3% 5,349 4,157 -
Concessions and Services 27,957 24,281 15.1% 14,951 13,322 12.2%
Real estate 46,222 63,061 (26.7%) 20,172 36,584 (44.9%)
Hotel services 28,790 41,686 (30.9%) 12,885 21,623 (40.4%)
Distribution 57,710 51,441 12.2% 30,511 26,147 16.7%
Energy 60,534 65,776 (8.0%) 31,422 33,337 (5.7%)
Automobile 63,228 58,473 8.1% 29,342 35,387 (17.1%)
Total 611,373 667,153 (8.4%) 302,460 370,291 (18.3%)

(Values in thousand euros)

Below is a presentation of an analysis of this indicator, with its evolution by activity sector:

Turnover of Construction

Construction Turnover decreased by 10.3% compared with June 2010, in particular showing a decline in the internal market of 7.1%.

The Angolan market, in spite of recording a 1% decline in this indicator due to the devaluation of the USD, effectively increased its level of activity by 4.8%.

Turnover of Cement, Concrete and Aggregates

In Cement, Concrete and Aggregates the Turnover increased by 19.3% compared with the first six months of 2010, as a consequence of the growth recorded in Ukraine, from 4,511 thousand euros as at June 2010 to 7,079 thousand as at June 2011.

Turnover of Concessions and Services

In Concessions and Services, the Turnover grew by 15.1% year-on-year, with good performance in the main markets in which the Group operates.

Turnover of Real Estate

Turnover of Hotel Services

1st S 09 1st S 10 1st S 11

Turnover of Distribution

Turnover of Energy

Real Estate decreased, as a whole, by 26,7% compared with the first six months of 2010, essentially due to the decline in the Group's main markets, Portugal and Brazil, which decreased by 50.1% and 14.2% relative to June 2010, respectively.

The Turnover of Hotel Services fell by 30.9% year-on-year, which is mainly explained by the decrease in occupancy rates in the Group's hotels in Angola.

Distribution grew by 12.2% compared with June 2010, indicating the success of the Shop promotion actions and expansion to other segments and products.

In the Angolan market the devaluation of the USD resulted in the increase of this indicator having stood at merely 11.7%, although the effective increase of the activity level was actually 18.3%.

In Energy, the Turnover decreased by 8% compared with the first six months of 2010, especially as a result of the reduction of the activity of the Solar Energy area, affected by the end of the public programmes which had provided support to this area.

Turnover of the Automobile sector

In the Automobile sector, the Group operates in the Angolan market, where there was an increase of Turnover of 8.1% compared with June 2010, although this indicator was penalised by the devaluation of the USD. In this area, the commercial actions developed and market appeal of the range which is marketed led to an effective increase in the activity level of 14.5%.

(Values in thousand euros)

Consolidated operating income decreased by 9.6% in comparison to June 2010, reaching the value of 627,517 thousand euros in these first six months of 2011.

Evolution of Operating Income

(Values in thousand euros)

In spite of the decrease recorded in this indicator, particular note should be made of the good performance achieved in Concessions and Services, in Distribution and in the Automobile sector.

Operating Income by activity and geographical markets:

Internal Market External Market Total
Activity Sector 1st S 11 1st S 10 Var (%) 1st S 11 1st S 10 Var (%) 1st S 11 1st S 10 Var (%)
Construction 152,372 163,092 (6.6%) 173,391 205,567 (15.7%) 325,763 368,659 (11.6%)
Cement, Concrete and Aggregates - - - 7,268 6,651 9.3% 7,268 6,651 9.3%
Concessions and Services 10,430 9,727 7.2% 18,355 15,271 20.2% 28,785 24,998 15.1%
Real estate 21,199 41,088 (48.4%) 29,876 30,285 (1.4%) 51,075 71,373 (28.4%)
Hotel services 7,274 7,361 (1.2%) 21,612 34,557 (37.5%) 28,886 41,918 (31.1%)
Distribution 655 387 69.3% 59,178 54,726 8.1% 59,833 55,113 8.6%
Energy 61,533 66,643 (7.7%) - - - 61,533 66,643 (7.7%)
Automobile 27 22 22.7% 64,347 58,672 9.7% 64,374 58,694 9.7%
Total 253,490 288,320 (12.1%) 374,027 405,729 (7.8%) 627,517 694,049 (9.6%)

(Amounts in thousands of Euro)

(Values in thousand euros)

The contribution of each of the activity sectors to the total value of consolidated operating income was as follows:

EBITDA has grown by 6.83% in relation to the first six months of last year, to stand at 76,648 thousand euros.

Evolution of EBITDA

(Values in thousand euros)

Analysing this indicator by sector of activity, the table below shows very divergent performance amongst the business areas according to the specific characteristics of each activity and the respective markets in which they operate.

1st S 11 1st S 10 2nd Q 11 2nd Q 10
Activity Sector (TD, SA)
(TD-EC)
Var (%) (TD, SA) (TD-EC) Var (%)
Construction 29,445 20,085 46.6% 3,800 7,564 (49.8%)
Cement, Concrete and Aggregates 1,538 (2,466) - 1,229 (1,883) -
Concessions and Services 8,379 6,450 29.9% 4,677 2,474 89.0%
Real estate 20,804 29,459 (29.4%) 5,408 19,144 (71.8%)
Hotel services 9,425 15,779 (40.3%) 5,663 7,652 (26.0%)
Distribution 4,291 3,931 9.2% 1,984 2,330 (14.8%)
Energy 3,268 5,190 (37.0%) 1,260 2,114 (40.4%)
Automobile 6,928 4,533 52.8% 3,417 2,166 57.8%
Not allocated to segments (7,506) (11,260) - (1,543) (6,364) -
Elimination 76 48 - 36 44 -
Total 76,648 71,749 6.8% 25,931 35,241 (26.4%)

EBITDA evolution by Activity

(Values in thousand euros)

In view of the evolution in relation to the 1st Semester of 2010, it is important to note the good increases in Concessions and Services and in Distribution.

EBITDA of Construction

EBITDA of Cement, Concrete and Aggregates

EBITDA of Concessions and Services

EBITDA of Real Estate

EBITDA of Hotel Services

EBITDA of Distribution

17

EBITDA of Energy

EBITDA of the Automobile

The consolidated EBITDA / Turnover Margin grew by 16.6% in relation to June 2010, having increased from 10.8% to 12.5% as at June 2011.

The financial results were negative, showing a loss of 109,029 thousand euros, compared with the positive results as at 30 June 2010 with a profit of 21,035 thousand euros.

1st S 11
(TD, S.A.)
1st S 10
(TD-EC)
Var (%) 2nd Q 11
(TD, S.A.)
2nd Q 10
(TD-EC)
Var (%)
Financial costs and losses: 104,516 113,082 (7.6%) 37,749 65,535 (42.4%)
Interest paid 34,405 31,855 8.0% 18,827 16,825 11.9%
Unfavourable currency conversion differences 61,104 73,053 (16.4%) 14,602 47,299 (69.1%)
Other financial costs and losses 9,007 8,174 10.2% 4,320 1,411 206.2%
Financial income and gains: 62,605 111,014 (43.6%) 22,986 66,914 (65.6%)
Interest received 10,918 7,508 45.4% 6,978 5,166 35.1%
Favourable currency conversion rate differences 48,804 101,085 (51.7%) 13,958 60,062 (76.8%)
Cash discounts 405 410 (1.2%) 268 181 48.1%
Other financial income and gains 2,478 2,011 23.2% 1,782 1,505 18.4%
Earnings from investment activities: (67,118) 23,103 - (69,608) (55,800) -
Earnings from associated companies (21,715) 77,800 - (22,589) (573) -
Dividends 1,072 7,199 (85.1%) 536 6,928 (92.3%)
Other investments 2,399 (628) - 1,319 (887) -
Gains / loss in assets available for sale (48,874) (61,268) - (48,874) (61,268) -
Financial profit or loss (109,029) 21,035 - (84,371) (54,421) -

(Values in thousand euros)

This indicator was influenced by the recording of an impairment loss in the holding owned in "Banco Comercial Português, S.A.", which had an impact on net income of 48,874 thousand euros and penalised the financial results (61,268 thousand euros in the first semester of 2010).

The disposal of 50% of the Group's holding in the Spanish company "ARENOR, S.L." and the impairment loss in the remaining 50% had a negative impact of 22,048 thousand euros on the financial results calculated for the second quarter.

In order to understand the variation in the financial results, it should be noted in particular that, on the one hand, during the first semester of 2011 they were penalised by 12,300 thousand euros due to the devaluation of the Currencies with which the Group operates relative to the Euro (positive currency conversion effect of 28,032 thousand euros year-on-year), while on the other hand, in 2010 the effect was recorded of the capital gains arising from the disposal of the holding in "CIMPOR – Cimentos de Portugal, S.G.P.S., S.A.", of the value of 71,183 thousand euros as well as the appropriation of net income of the value of 9,237 thousand euros, of that holding up to the date of its sale.

Income Tax for the semester ended on 30 June 2011 reached the value of 6,283 thousand euros, while at the end of the first six months of 2010 it had stood at 4,497 thousand euros.

1st S 11
(TD, S.A.)
1st S 10
(TD-EC)
Var (%) 2nd Q 11
(TD, S.A.)
2nd Q 10
(TD-EC)
Var (%)
Current tax 11,972 12,678 (5.57%) 8,751 3,870 126.12%
Deferred tax (5,689) (8,181) (30.46%) (4,950) (3,804) 30.13%
6,283 4,497 (36.03%) 3,801 6 6 5659.09%

(Values in thousand euros)

Total Net Assets as at 30 June 2011 stood at 2,677,493 thousand euros, having decreased by 1.6% in relation to 31 December 2010.

Evolution of Consolidated Net Assets

(Values in thousand euros)

The Net Debt of the Group reached 1,147,991 thousand euros at the end of the first semester of this year, reflecting an increase of 81,202 thousand euros in relation to the end of last year.

This increase is the essentially the consequence of the pursuit of investments in progress in property, amongst which, in particular, is the conclusion of Hotel Baía, in Luanda, as well as the focus on the strengthening of the productive capacity with the acquisition of new equipment and subscription of the increased share capital of "Banco Comercial Português, S.A.".

Evolution of Consolidated Net Debt

(Values in thousand euros)

Total Equity reached 465,257 thousand euros, corresponding to a decrease of 17.2% in relation to 31 December 2010, above all due to the devaluation of the stock market share price of "Banco Comercial Português, S.A." and the devaluation of the Currencies in which the Group operates relative to the Euro.

Financial Autonomy fell from 20.7% as at 31 December 2010 to 17.4% as at 30 June 2011.

The Average Number of Workers at the end of the semester under consideration was 11,797, reflecting a decrease of 9.5% compared with 31 December 2010.

Evolution of the Average Number of the Group's Workers

"Teixeira Duarte, S.A." shares recorded a devaluation of 41.1% by the end of the first semester, having fallen from €0.73 as at 31 December 2010 to €0.43 as at 30 June 2011.

The graph below shows the evolution of the stock market prices of the shares during the first six months of this year, having fluctuated over this period from a minimum of €0.41 recorded as at 20 June 2011 to a maximum of €0.75 reached on 8 February 2011.

Teixeira Duarte, S.A. Share Prices

During this period, 8,192,942 shares were traded on the stock market, with a total turnover of 5,292,726.56 euros.

IV. FACTS WHICH OCCURRED AFTER THE END OF THE 1st SEMESTER 2011

In this chapter we consider that it is appropriate to note that, on the present date, the stock market share price of "Banco Comercial Português, S.A." reached the value of €0.255, a situation which if it were to be the case as at 30 June 2011 would have an additional negative impact of 48,756 thousand euros on net income and would imply a devaluation of 56,203 thousand euros of the Group's holding in "Banco Comercial Português, S.A." which would stand at 92,464 thousand euros.

Furthermore, we also disclose that on this date a contract with "Puertos del Litoral Central – PLC, S.A." was published, following which its participated company "Teixeira Duarte – Engenharia e Construções, S.A." will undertake the contract work named "Procura y Construcción del Proyecto Definitivo de Ingeniería y Construcción de las Obras Civiles que conforman el Muelle Oeste del Puerto de La Guaira", in Venezuela.

The estimated value of the abovementioned contract is USD 398,861,858.95, with the forecast period of implementation of the work being 30 months.

Moreover, we also disclose that the said project is integrated in the plan for the expansion and modernisation of the Port of La Guaira and that the aforementioned contract was signed under the "Supplementary Agreement to the Framework Agreement for Cooperation between the Republic of Venezuela and the Portuguese Republic, on matters of economic and energy cooperation".

V. OUTLOOK FOR 2011

The Teixeira Duarte Group will maintain its attitude of particular caution and vigilance in relation to cost containment and will continue the prudent evaluation of investments in the different sectors and markets of operation, in accordance with the characteristics and current conditions of each sector and market.

The Group continues to expect growth in the Construction sector abroad and in the national market, and will focus its efforts of prudent participation in the main tenders.

The Portfolio of Orders of the Teixeira Duarte Group for the construction sector, which reached the impressive total value of 1,963,284 thousand euros as at 30 June 2011, ensures good levels of activity, especially in the current context of such unfavourable economic circumstances.

The development of action in other activity sectors will also be pursued, whenever possible also giving priority to ventures in external markets, which, due to their dynamics, have become increasingly important in the Group.

In view of the current economic climate and consequent reduction of activity, Teixeira Duarte now expects to achieve consolidated operating income of 1,300 million euros in 2011.

VI. NOTES TO THE MANAGEMENT REPORT

I. Number of shares of the Members of the Governing Bodies:

In compliance with the duties of information to which the Company is bound under various rules in force, in particular article 9, number 1, sub-paragraph a) and article 14, number 7 of CMVM Regulation number 5/2008, Teixeira Duarte, S.A. presents, below, the list of shares issued by the Company and by companies with which it is in a controlling or group relationship, owned by members of the governing bodies, as well as all the acquisitions, encumbrances or transfers during the first semester of 2011, specifying the amount, date of the fact and consideration paid or received.

I - Number of shares owned by Members of the Governing Bodies as at 31 December 2010:

Name Capacity No. of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 7,942,000
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575
Joel Vaz Viana de Lemos Director 433,862
Carlos Gomes Baptista Director 25,634
Diogo Bebiano Branco de Sá Viana Rebelo Director 31,160
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10,000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting -
José Pedro Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Cooreia & Associados, SROC Chartered Accountants -

(a) 7,900,000 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A.

(b) shares owned under a regime of joint ownership with his wife.

II - Transactions with shares held, directly and indirectly, by Members of the Governing Bodies during the period between 1 January and 30 June 2011:

Name Transaction Company Date No. of
Shares
Price per Share
Pedro Maria Calainho Teixeira Duarte Sales TEIXEIRA DUARTE – TRADING, S.A. 22-Jun-11 1,029,450 Exchange of TDSGPS shares (*)

(*) – This transaction was carried out by the company controlled by the Group, "PACIM – SGPS, S.A.", whereby for every 30 shares of "Teixeira Duarte ,S.A." sold, it received 1 share representing the share capital of "Teixeira Duarte – SGPS, S.A."

III - Number of shares held by Members of the Governing Bodies as at 30 June 2011:

Name Capacity No. of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 6,912,550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575
Joel Vaz Viana de Lemos Director 433,862
Carlos Gomes Baptista Director 25,634
Diogo Bebiano Branco de Sá Viana Rebelo Director 31,160
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10,000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting -
José Pedro Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Cooreia & Associados, SROC Chartered Accountants -

(a) 6,870,550 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A.

(b) shares owned under a regime of joint ownership with his wife.

TEIXEIRA DUARTE, S.A. presents, below and under the terms of number 4 of article 448 of the Commercial Companies Code, the list of shareholders which, as at 30 June 2011 and according to the records of the Company and information received, own at least one tenth of the share capital.

Company No. of Shares as at 30.06.2011 % Share Capital
TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. 42,250,000 10.06%
TDG - Sociedade Gestora de Partipações Sociais, S.A. 155,700,000 37.07%

LIST OF OWNERS OF QUALIFYING HOLDINGS AS AT 30 JUNE 2011

In compliance with the applicable legal and regulatory provisions, namely those established in sub-paragraph c) of number 1 of article 9 of CMVM Regulation number 5/2008, and based on the Company's records and the information which has been received, TEIXEIRA DUARTE, S.A. discloses the list of owners of qualifying holdings in its share capital as at 30.06.11, indicating the number of shares owned and corresponding percentage voting rights, calculated under the terms of article 20 of the Securities Market Code.

    1. TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM - with which it disagrees in relation to the matter presented in sub-paragraph e) below -, a qualifying holding in the share capital and voting rights of the company TEIXEIRA DUARTE, S.A. of 221,695,880 (two hundred and twenty-one million six hundred and ninety-five thousand eight hundred and eighty) shares, corresponding to 52.78% of the share capital and respective voting rights, as a result of:
  • a) 42,250,000 shares owned directly by it, corresponding to 10.06% of the share capital and voting rights;
  • b) 155,700,000 shared owned by its participated company TDG Sociedade Gestora de Participações Sociais, S.A., corresponding to 37.07% of the share capital and voting rights;
  • c) 5,800,000 shares owned by its participated company NGDI Gestão e Investimento Imobiliário, S.A., corresponding to 1.38% of the share capital and voting rights;
  • d) 8,466,246 shares owned by members of the Board of Directors of TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A., corresponding to 2.02% of the share capital and voting rights (none of whom, individually, reach any qualifying holding);
  • e) 9,479,634 shares owned by members of the Board of Directors of TDG Sociedade Gestora de Participações Sociais, S.A. who are not members of the Board of Directors of the company indicated in sub-paragraph a) above, corresponding to 2.26% of the share capital and voting rights (none of whom, individually, reach any qualifying holding), with this imputation having been made in conformity with the interpretation of the CMVM, where there is disagreement.
    1. Banco Comercial Português, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM, the qualifying holding of 42,049,716 shares, corresponding to 10.0000% of the share capital and voting rights as a result of:
  • a) 500 shares owned by Banco Millennium BCP Investimento, S.A., corresponding to 0.0001% of the share capital and voting rights;
  • b) 41,999,716 shares owned by the Pensions Fund of the Banco Comercial Português Group corresponding to 9.9999% of the share capital and voting rights*.

    1. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 30,463,701 shares, corresponding to 7.25% of the share capital and voting rights, as a result of:
  • a) 69,897 shares owned directly by him, corresponding to 0.02% of the share capital and voting rights;
  • b) 30,299,164 shared owned by the company controlled indirectly by him CIMILE Sociedade Gestora de Participações Sociais, S.A., corresponding to 7.21% of the share capital and voting rights;
  • c) 94,640 shared owned directly and indirectly by other members of the Board of Directors of the company CIMILE Sociedade Gestora de Participações Sociais, S.A., other than Miguel Calainho de Azevedo Teixeira Duarte, corresponding to 0.02% of the share capital and voting rights;
  • * Through communication received from "Banco Comercial Português, S.A." on 8 February 2007, it was indicated that the holding company of the Pensions Fund of the BCP Group exercises its voting rights in an independent manner.

________________________________________________________________________________________________________

STATEMENT OF CONFORMITY

(under the terms of sub-paragraph c) of number 1 of article 246 of the Securities Market Code)

To the best of the signatories' knowledge, the information disclosed in the present report and respective financial statements has been prepared in conformity with the applicable accounting standards, presenting a true and appropriate image of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE, S.A., and of the companies included in the consolidation perimeter (TEIXEIRA DUARTE GROUP); and the interim management report faithfully discloses the information required under the terms of number 2 of the same article.

Lagoas Park, 29th August 2011

The Board of Directors,

Pedro Maria Calainho Teixeira Duarte

Manuel Maria Calainho de Azevedo Teixeira Duarte

Joel Vaz Viana de Lemos

Carlos Gomes Baptista

Diogo Bebiano Branco de Sá Viana Rebelo

CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION AS AT 30 JUNE 2011 AND 31 DECEMBER 2010 (Values in thousand euros)

Notes 30-06-2011 31-12-2010
Non-current assets:
Goodwill 57,891 57,907
Intangible assets 11,287 9,392
Tangible fixed assets 13 529,818 532,900
Investment properties 14 509,549 509,516
Investments in associates 15 38,590 88,113
Financial assets available for sale 17 169,620 208,220
Other investments 13,112 13,244
Deferred tax assets 18 104,195 112,050
Customers 97,581 79,033
Other receivables 95 78
Other non-current assets 13,359 13,475
Total non-current assets 1,545,097 1,623,928
Current assets:
Stocks 296,583 298,543
Customers 414,126 437,608
Other receivables 73,427 56,583
Cash and cash equivalents 20 150,586 137,837
Other investments 7,784 7,053
Other current assets 184,390 158,710
1,126,896 1,096,334
Non-current assets held for sale 5,500 990
Total current assets 1,132,396 1,097,324
TOTAL ASSETS 7 2,677,493 2,721,252
Equity:
Share Capital 21 420,000 420,000
Adjustments - investments in associates (1,638) 2,830
Currency conversion adjustments 22,795 40,893
Reserves and retained earnings 9,499 (36,593)
Consolidated net income (57,822) 46,392
Equity attributable to shareholders 392,834 473,522
Non-controlling interests 72,423 88,484
TOTAL EQUITY 465,257 562,006
Non-current liabilities:
Loans 23 578,425 697,661
Provisions
Financial leases
25,218 33,357
Deferred tax liabilities 18 219,992
64,581
228,731
68,551
Other payables 34,843 26,150
Other non-current liabilities 32,642 45,267
Total non-current liabilities 955,701 1,099,717
Current liabilities:
Loans 23 720,152 506,965
Provisions 3,921 8,455
Suppliers 201,087 227,674
Financial leases 21,719 23,873
Other payables 51,311 44,480
Other current liabilities 258,345 248,082
Total current liabilities 1,256,535 1,059,529
TOTAL LIABILITIES 7 2,212,236 2,159,246
TOTAL LIABILITIES AND EQUITY 2,677,493 2,721,252

The notes are an integral part of the consolidated statement of the financial position as at 30 June 2011

CONSOLIDATED INCOME STATEMENT FOR THE SEMESTER AND QUARTER ENDED ON 30 JUNE 2011 (Values in thousand euros)

Notes 1st Sem. 11 2nd Q 11
Operating income:
Sales and services rendered 7 and 8 611,373 302,460
Other operating income 8 16,144 5,696
Total operating income 8 627,517 308,156
Operating costs:
Cost of sales (211,574) (108,981)
Variation in production 5,090 2,929
External supplies and services (201,287) (103,549)
Staff costs (118,249) (58,503)
Amortisation and depreciation 7 (29,043) (14,525)
Provisions and impairment losses in assets subject to deprec. and amort. and goodwill 7 (2,026) (2,710)
Other operating costs (24,849) (14,121)
Total operating costs (581,938) (299,460)
Operating profits 7 45,579 8,696
Financial costs and losses 7 and 9 (104,516) (37,749)
Financial income and gains 7 and 9 62,605 22,986
Earnings from investment activities:
Earnings from associates 7 and 9 (21,715) (22,589)
Other 7 and 9 (45,403) (47,019)
Financial profit or loss 9 (109,029) (84,371)
Pre-tax profit 7 (63,450) (75,675)
Income tax 10 (6,283) (3,801)
Consolidated net income for the period (69,733) (79,476)
Net income attributable to:
Shareholders 11 (57,822) (65,715)
Non-controlling interests (11,911) (13,761)
Earnings per share:
Basic 11 (0.14) (0.16)
Diluted 11 (0.14) (0.16)

The notes are an integral part of the consolidated income statement of the semester ended on 30 June 2011.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE SEMESTER AND QUARTER ENDED ON 30 JUNE 2011

(Values in thousand euros)

1st Sem. 11 2nd Q 11
Consolidated net income for the period (69,733) (79,476)
Variation in currency conversion adjustments (19,999) 1,354
Variation in fair value and disposal of financial assets available for sale 1,075 989
Effect of hedging operations (2,118) (3,532)
Effect of the application of the equity method (4,468) (237)
Other (1,506) (3,325)
(27,016) (4,751)
Comprehensive income for the period (96,749) (84,227)

Comprehensive income attributable to:

Shareholders (80,688) (69,483)
Non-controlling interests (16,061) (14,744)

The notes are an integral part of the consolidated comprehensive income statement of the semester ended on 30 June 2011.

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY FOR THE SEMESTER ENDED ON 30 JUNE 2011

(Values in thousand euros)

Reserves and Retained earnings
Adjustments of Currency Fair Hedging Total equity
Notes Share
Capital
shareholdings
in associates
conversion
adjustments
Legal Free
reserve reserves reserve
value operations
reserve
Retained Consolidated attributable
earnings net income to shareholders
Non-controlling
interests
Total
Balance as at 01 January 2011 420,000 2,830 40,893 500 2,391 (13,980) (1,868) (23,636) 46,392 473,522 88,484 562,006
Comprehensive income for the period:
Consolidated net income for the period - - - - - - - - (57,822) (57,822) (11,911) (69,733)
Variation in currency conversion adjustments - - (18,098) - - - - - - (18,098) (1,901) (19,999)
Variation in fair value and disposal of financial assets
available for sale 1 7 - - - - - 1,075 - - - 1,075 - 1,075
Effect of hedging operations - - - - - - (2,118) - - (2,118) - (2,118)
Effect of the application of the equity method 1 5 - (4,468) - - - - - - - (4,468) - (4,468)
Other - - - - - - - 7,043 - 7,043 (2,249) 4,794
Operations with shareholders in the period:
Application of the consolidated net income for 2010:
Transfer to the legal and free reserve
Dividends distributed
-
-
-
-
-
-
5,000
-
35,092
-
-
-
-
-
-
-
(40,092)
(6,300)
-
(6,300)
-
-
-
(6,300)
Balance as at 30 June 2011 420,000 (1,638) 22,795 5,500 37,483 (12,905) (3,986) (16,593) (57,822) 392,834 72,423 465,257

The notes are an integral part of the consolidated statement of change in equity for the semester ended on 30th June 2011.

CONSOLIDATED CASH FLOW STATEMENT FOR THE SEMESTER AND QUARTER ENDED ON 30 JUNE 2011

(Values in thousand euros)

Notes 1st Sem. 11 2nd Q 11
OPERATING ACTIVITIES:
Receipts from customers 609,442 327,529
Payments to suppliers (438,415) (222,159)
Staff payments (115,400) (60,827)
Cash flow generated by operations 55,627 44,543
Payment/receipt of income tax (22,569) (18,692)
Other receipts/payments relative to operating activity (31,532) (8,653)
Cash flow from operating activities (1) 1,526 17,198
INVESTMENT ACTIVITIES:
Receipts derived from:
Financial investments 2 0 10,925 4,495
Tangible fixed assets and Investment property 3,404 1,463
Interest and similar income 11,634 7,188
Dividends 2 0 1,278 736
27,241 13,882
Payments relative to:
Financial investments 2 0 (16,100) (9,100)
Tangible fixed assets and Investment property (50,937) (29,266)
Intangible assets (344) (157)
(67,381) (38,523)
Cash flow from investment activities (2) (40,140) (24,641)
FINANCING ACTIVITIES:
Receipts derived from:
Loans raised 1,519,944 645,457
Payments relative to:
Loans raised (1,425,993) (641,944)
Interest and similar costs (32,245) (17,519)
Dividends (6,300) (6,300)
(1,464,538) (665,763)
Cash flow from financing activities (3) 55,406 (20,306)
Variation in cash and cash equivalents (4)=(1)+(2)+(3) 16,792 (27,749)
Effect of exchange rate differences (3,974) (395)
Cash and cash equivalents - perimeter change (69) (69)
Cash and cash equivalents at the beginning of the period 2 0 137,837 178,799
Cash and cash equivalents at the end of the period 2 0 150,586 150,586

The notes are an integral part of the cash flow statement of the semester ended on 30 June 2011

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2011

1 - INTRODUCTORY NOTE

Teixeira Duarte, S.A. ("TD,SA") has its headquarters in Porto Salvo, it was constituted on 30 November 2009 and its core business is the execution and management of investments, the coordination and supervision of other companies incorporated in or associated to its Business Group.

Since TD,SA became the listed company of the Teixeira Duarte Group ("Group") as of 16 August 2010, the financial statements of the comparable period (30 June 2010) were prepared and published by the formerly listed company of the Group ("TD-EC").

Consequently, the consolidated statements of income, comprehensive income, change in equity and cash flows are not comparable since they do not include comparable data. Nevertheless, the consolidated financial statements of TD-EC for the period relative to the semester ended on 30 June 2010 are available on the Company's website.

The Teixeira Duarte business group ("Group") is composed of the participated companies indicated in Notes 4, 15 and 16. The core activities of the Group are the following: Construction; Cement, Concrete and Aggregates; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automobile (Note 7).

The values indicated are expressed in thousand euros.

2 - BASES OF PRESENTATION

The consolidated financial statements as at 30 June 2011 were prepared using the accounting policies consistent with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, effective for periods beginning on 1 January 2011 and in conformity with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

During the semester ended on 30 June 2011, there were no alterations of accounting policies in relation to those considered in the preparation of the financial information relative to the financial year ended on 31 December 2010 and referred to in the respective notes, except with respect to the adoption of the standards and interpretations whose enforcement date corresponds to financial years started on 1 January 2011, and whose adoption did not produce significant effects on the net income or financial position of the Group.

Any significant estimates and assumptions made by the Board of Directors in preparing these financial statements are consistent with those followed in the preparation of the financial statements for the financial year ended on 31 December 2010 and referred to in the respective notes.

Moreover, no material errors were corrected relative to previous financial years.4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 30 June 2011, the Parent-company, Teixeira Duarte, S.A. and the following controlled companies were included in the consolidation, by the full method:

Corporate name Head office Effective percentage
holding
INTERNAL MARKET
CONSTRUCTION
BEL-ere - Engenharia e Reabilitação de Estruturas, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
CONSTRUSALAMONDE, ACE Edifício 2, Lagoas Park
Porto Salvo
92.50%
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
Teixeira Duarte – Engenharia e Construções, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
CEMENT, CONCRETE AND AGGREGATES
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park
Porto Salvo
52.00%
MARINERTES, S.A. Edifício 1, Lagoas Park
Porto Salvo
51.00%
CONCESSIONS AND SERVICES
INVICTAAMBIENTE - Recolha de Resíduos e Limpeza
Pública, S.A.
Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502
Porto
100.00%
RECOLTE - Recolha, Tratamento e Eliminação
de Resíduos, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
SATU-Oeiras - Sistema Automático de Transporte (a)
Urbano, S.A.
Edifício Paço de Arcos, E.N. 249/3
Paço de Arcos
49.00%
TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
TDHOSP - Gestão de Edifício Hospitalar, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
Fundo de Investimento Imobiliário Fechado TDF Edifício 2, Lagoas Park
Porto Salvo
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
IMOTD - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
PARCAUTO - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
99.80%
QUINTA DE CRAVEL - Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TD VIA - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
93.75%
TDF - Sociedade Gestora de Fundos de Investimento
Imobiliário, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Teixeira Duarte - Gestão de Participações e
Investimentos Imobiliários, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
TRANSBRITAL - Transportes e Britas Pio Monteiro
& Filhos, S.A.
Pedreira das Perdigueiras - Laveiras
Paço de Arcos
100.00%
V8 - Gestão Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
99.90%
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
EVA - Sociedade Hoteleira, S.A. Av. República, nº 1
Faro
100.00%
LAGOASFUT - Equipamento Recreativo e
Desportivo, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
ROCHORIENTAL - Sociedade Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDH - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDHC - Instalações para Desporto e Saúde, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
DISTRIBUTION
BONAPAPEL - Artigos de Papelaria e Equipamentos
Informáticos - Unipessoal, Lda.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
TEIXEIRA DUARTE - TRADING, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%

Angola, Lda. Luanda

Corporate name Head office Effective percentage
holding
ENERGY
ACG - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
34.72%
AP GÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
34.72%
DIGAL - Distribuição e Comércio, S.A.
(b)
Rua das Lagoas - Campo Raso
Sintra
34.72%
DNGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
49.60%
GOMES & OLIVEIRA, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
34.72%
LUBRILAMEIRÃO, Lda. (b) Av. da Liberdade, nº 666
Fafe
48.26%
MERCAPETRO - Produtos Petrolíferos, S.A. (b) Rua Óscar da Silva, 2243
Leça da Palmeira
28.14%
MULTIGÁS - Sociedade Comercial e Rua das Lagoas - Campo Raso 34.72%
Distribuidora de Gás, S.A. (b) Sintra
PETRIN - Petróleos e Investimentos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
47.50%
PPS - Produtos Petrolíferos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
49.60%
PTG - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
99.20%
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
34.72%
TDARCOL - SGPS, S.A. (c) Edifício 1, Lagoas Park
Porto Salvo
49.60%
AUTOMOBILE
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D
Funchal
100.00%
VTD - Veículos Automóveis, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
OTHER
TDEMPA - Gestão de Participações e
Investimentos, S.A.
Rua das Pretas, 4 - Fracção 4 D
Funchal
100.00%
TDO - SGPS, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00%
TEDAL - SGPS, S.A. Funchal
Edifício 2, Lagoas Park
Porto Salvo
100.00%
EXTERNAL MARKET
ANGOLA
CONSTRUCTION
BEL-ere – Engenharia e Reabilitação de Estruturas Alameda Manuel Van-Dúnem, 318 100.00%
Corporate name Head office Effective percentage
holding
CEMENT, CONCRETE AND AGGREGATES
ANGOCIME - Cimentos de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00%
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Rua Amílcar Cabral, 27 - R/C C 100.00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 51 - 1º C 51.00%
ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
CASANGOL - Gestão Imobiliária, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
IMOAFRO - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
Teixeira Duarte - Engenharia e Construções Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
(Angola), Lda.
URBÁFRICA - Sociedade Imobiliária, Lda.
Luanda
Rua Amílcar Cabral, 35 - 5º C
Luanda
90.00%
HOTEL SERVICES
ALVALADE - Empreendimentos Turísticos e Rua Comandante Gika – Bairro Maiango 100.00%
Hoteleiros, Lda.
ANGOIMO - Empreendimentos e Construções, Lda.
Luanda
Rua Amílcar Cabral, 35 – 5º C
100.00%
Serafim L. Andrade, S.A.R.L. Luanda
Rua da Missão, 103
80.00%
URBANGO - Gestão Imobiliária, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
DISTRIBUTION
MAXI - Comércio Geral, Importação e Exportação, Lda. Rua Amílcar Cabral, 51 - 1º C 100.00%
MAXI RETAIL - Comércio Geral, Lda. Luanda
Avenida Pedro de Castro Van - Dúnem
Luanda
100.00%
AUTOMOBILE
AUTO COMPETIÇÃO Angola, Lda. Rua Eugénio de Castro, Instalações do 100.00%
COMÉRCIO DE AUTOMÓVEIS, Lda. Cine Atlântico - Luanda
Rua Frederich Engels, 9
100.00%
TDA - Comércio e Indústria, Lda. Luanda
Rua Amilcar Cabral, nº 27 R/C, Letra C
100.00%
VAUCO - Automóveis e Equipamentos, Lda. Luanda
Rua Ho Chi Min (Largo 1º de Maio)
51.00%
VTD - Veículos Automóveis Angola, Lda. Luanda
Via A-1, Lote CCB-5 - Pólo Automóvel
Luanda
100.00%
Corporate name Head office Effective percentage
holding
ALGERIA
CONSTRUCTION
TEIX.CO, SPA (a) BP 62B Zone D'Active Dar El Beida 50.00%
TEIXEIRA DUARTE ALGERIE, SPA Algiers
Parc Miremont, Rue A, nº 136 Bouzareah
Algiers
99.94%
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800
Bairro São Pedro - Belo Horizonte
100.00%
SOMAFEL Brasil – Obras Ferroviárias, Ltda. Rua Major Lopes, 800 – sala 306
Bairro São Pedro – Belo Horizonte
60.00%
CONCESSIONS AND SERVICES
EMPA Logística, Ltda. Rua Major Lopes, 800 - sala 410 99.67%
GONGOJI Montante Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 310
99.99%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 306
99.99%
TABOQUINHA Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 308
Bairro São Pedro - Belo Horizonte
99.99%
REAL ESTATE
TDPG - Empreendimentos Imobiliários Avenida Domingos Ferreira nº 4060, sala 301 100.00%
e Hoteleiros, Ltda.
TDSP - Participações, Ltda.
Boa Viagem - Cidade de Recife
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
100.00%
TDSP - Elisa de Moraes Empreendimentos Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
90.00%
Imobiliários, Ltda.
TDSP - Bela Vista Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP - Galeno de Castro, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP - Maratona, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP - Direitos Humanos, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP – Alta Vista I, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP - 04, Ltda.
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
99.95%
TDSP – Gilberto Sabino, Empreendimentos Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
95.00%
Imobiliários, SPE, Ltda.
TDSP – Alta Vista II, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP – Gualaxos, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
100.00%
Imobiliários, SPE, Ltda.
TDSP – Alta Vista III, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
92.65%
Imobiliários, SPE, Ltda.
TDSP – Zanzibar, Empreendimentos
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
100.00%
Imobiliários, SPE, Ltda.
TDSP - 10, Ltda.
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
Corporate name Head office Effective percentage
holding
TDSP - 11, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95%
TDSP - 12, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
TDSP - 13, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95%
TDSP - 14, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
99.95%
TDSP - 15, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
99.95%
TDSP - 16, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
99.95%
TDSP - 17, Ltda. Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.95%
SPAIN
CONCESSIONS AND SERVICES
G.S.C. - Compañia General de Servicios
y Construcción, S.A. Sociedad Unipersonal
Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
GIBRALTAR
CONSTRUCTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road
Gibraltar
100.00%
MACAU
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Macau), Lda.
Rua de Xangai, 175
Edifício Assoc. Comercial de Macau, 10 A
Macau
100.00%
MOZAMBIQUE
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Moçambique), Lda.
Av. 24 de Julho, 141
Maputo
72.66%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. 24 de Julho, 141
Maputo
67.41%
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A.R.L. Av. 24 de Julho, 135
Maputo
100.00%
HOTEL SERVICES
AVENIDA - Empreendimentos Turísticos e
Hoteleiros, Lda.
Av. 24 de Julho, 135
Maputo
100.00%
Corporate name Head office Effective percentage
holding
Sociedade Hotel Tivoli, Lda. Av. 25 de Setembro, 1321
Maputo
65.00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Av. 24 de Julho, 141
Maputo
98.63%
NAMIBIA
CEMENT, CONCRETE AND AGGREGATES
KARIBIB Portland Cement (PTY) (b) P O Box 9574 Windhoek
Namibia
49.40%
KPC Trading and Services (d) P O Box 2143 Windhoek
Namibia
29.64%
SQUIRREL Investments 115 PTY, Ltd. (d) P O Box 2143 Windhoek
Namibia
49.40%
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company (d) Murmansk
Russia
36.40%
UKRAINE
CEMENT, CONCRETE AND AGGREGATES
Limited Liability Company Cement Khutorskya Str., 70
Odessa
52.00%
VENEZUELA
CONSTRUCTION
TEGAVEN - Teixeira Duarte y Asociados, C.A. (a) Av. Este, 6 - Edif. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
31.71%

(a) The Group controls these subsidiaries through the subsidiary Teixeira Duarte - Engenharia e Construções, S.A.;

(b) The Group controls these subsidiaries through the subsidiary TDARCOL - SGPS, S.A.;

(c) The Group controls these subsidiaries through the subsidiary PTG - SGPS, S.A.;

(d) The Group controls these subsidiaries through the subsidiary C + P.A. - Cimento e Produtos Associados, S.A..

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the semester ended 30 June 2011, no companies entered the consolidation perimeter, relative to the consolidation perimeter as at 31 December 2010.

However, note should be made of the exclusion from the consolidation perimeter of TOPCAR – Aluguer de Viaturas, Lda. belonging to the automobile segment in Angola through the sale of the entire holding corresponding to 100% of the share capital. This holding was sold at the value of 28 thousand euros, resulting in book value capital gains of 456 thousand euros, which includes the recording of currency conversion effects of previous years now reclassified to net income for the period.

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into Euros as at 30 June 2011 and 31 December 2010, as well as the results of the operations developed in countries where the functional currency is different from the Euro, for the semester ended on 30 June 2011:

Closing rate
Currency 30-06-2011 31-12-2010 Var 30-06-2011
US Dollar 1.4453 1.3362 0.1091 1.4111
Macaense Pataca 11.5849 10.6972 0.8877 11.3036
Mozambican Metical 41.3900 43.6500 (2.2600) 43.1186
Venezuelan Bolivar 6.2071 5.7385 0.4686 6.0612
Angolan Kwanza 134.4375 121.8310 12.6065 130.8044
Algerian Dinar 103.4900 99.2829 4.2071 101.9993
Moroccan Dirham 11.3001 11.2213 0.0788 11.2971
Brazilian Real 2.2601 2.2177 0.0424 2.2850
Ukrainian Hryvnia 11.5436 10.6462 0.8974 11.2436
Namibian Dollar 9.8569 8.8625 0.9944 9.6466
Cape Verdean Escudo 110.2650 110.2650 - 110.2650
Russian Rouble 40.4000 40.8200 (0.4200) 40.4349
Tunisian Dinar 1.9747 1.9284 0.0463 1.9615

7 – INFORMATION BY OPERATING SEGMENTS

The core activities developed by the Group are classified into the following operating segments:

  • Construction;
  • Cement, concrete and aggregates;
  • Concessions and services;
  • Real estate;
  • Hotel services;
  • Distribution;
  • Energy;
  • Automobile.

The sales and services rendered and the net income of each of the abovementioned operating segments for the semester ended on 30 June 2011, were as follows:

Segment Sales and services rendered
External customers Inter - segmental Total Net operating
income
Construction 319,830 52,779 372,609 12,184
Cement, concrete and aggregates 7,102 13,171 20,273 (879)
Concessions and services 27,957 7,873 35,830 6,555
Real estate 46,222 6,483 52,705 19,834
Hotel services 28,790 4,212 33,002 5,900
Distribution 57,710 3,570 61,280 2,898
Energy 60,534 1,709 62,243 2,269
Automobile 63,228 2,788 66,016 6,303
Not allocated to segments - - - (9,561)
Eliminations - (92,585) (92,585) 7 6
611,373 - 611,373 45,579
Financial costs and losses (104,516)
Financial income and gains 62,605
Earnings from investment activities (67,118)
Pre-tax profit (63,450)

Inter-segment transactions are carried out at market prices.

Other information:

Segment Fixed capital
expenditure
Amortisation
and
depreciation
Provisions and
impairment
losses
Construction 14,151 15,287 1,974
Cement, concrete and aggregates 334 2,365 52
Concessions and services 3,286 1,824 -
Real estate 13,117 970 -
Hotel services 14,157 3,525 -
Distribution 2,302 1,393 -
Energy 674 999 -
Automobile 145 625 -
Not allocated to segments - 2,055 -
48,166 29,043 2,026

The asset and liability items by segment, as at 30 June 2011 and 31 December 2010, and their respective reconciliation with the consolidated total are as follows:

Assets Liabilities
Financial 30-06-2011 Financial 31-12-2010
Segment Investments
in associates
assets
available for
sale
Other assets Total Investments
in associates
assets
available for
sale
Other assets Total 30-06-2011 31-12-2010
Construction 22,202 - 1,614,881 1,637,083 29,170 - 1,602,338 1,631,508 1,052,657 1,073,981
Cement, concrete and aggregates 10,191 - 98,277 108,468 52,605 - 93,154 145,759 53,882 73,525
Concessions and services - 20,953 240,745 261,698 - 19,361 228,562 247,923 194,140 185,607
Real estate 293 139,631 1,734,499 1,874,423 453 177,510 1,634,689 1,812,652 1,304,360 1,321,989
Hotel services - - 327,567 327,567 8 - 329,023 329,031 300,682 289,665
Distribution - - 150,977 150,977 - - 148,791 148,791 102,037 92,200
Energy 23 - 80,754 80,777 23 - 77,966 77,989 52,846 52,937
Automobile - - 164,590 164,590 - - 177,978 177,978 117,347 119,685
Not allocated to segments 5,881 9,036 512,840 527,757 5,854 11,349 586,781 603,984 61,541 82,272
Eliminations - (2,455,847) (2,455,847) - - (2,454,363) (2,454,363) (1,027,256) (1,132,615)
38,590 169,620 2,469,283 2,677,493 88,113 208,220 2,424,919 2,721,252 2,212,236 2,159,246

The sales, services rendered and information on non-current non-monetary assets by geographical segment were composed as follows for the semester ended on 30 June 2011 and 31 December 2010, respectively:

Sales and
services
rendered
Non-monetary non-current
assets
Geographical segment 1st Sem. 11 30-06-2011 31-12-2010
Portugal 242,629 676,158 663,697
Angola 227,057 315,353 324,332
Algeria 25,288 13,953 12,874
Brazil 72,657 43,879 45,554
Spain 13,648 16,174 16,416
Morocco 1,363 1,487 1,717
Mozambique 15,387 15,167 14,904
Ukraine 7,079 23,828 27,484
Venezuela 3,938 212 85
Other 2,327 2,334 2,652
611,373 1,108,545 1,109,715

Non-current non-monetary assets include goodwill, tangible assets, intangible assets and investment properties.

8 - OPERATING INCOME

For the semester and quarter ended on 30 June 2011, operating income was as follows:

1st Sem. 11 2nd Q 11
Sales and services rendered:
Sales 454,574 225,576
Services rendered 156,799 76,884
611,373 302,460
Other operating income:
Change in the fair value of investment property (Note 14) 4,571 971
Supplementary income 3,285 1,455
Inventory gains 2,226 1,072
Disposal of assets (a) 2,155 710
Tax refunds 858 512
Correction of previous financial years 426 66
Other operating profits and gains 2,623 910
16,144 5,696
627,517 308,156

(a) The gains indicated were mainly obtained through the sale of tangible fixed assets of the value of 1,699 thousand euros.

9 - FINANCIAL RESULTS

The financial results (profit or loss) for the semester and quarter ended on 30 June 2011 were as follows:

1st Sem. 11 2nd Q 11
Financial costs and losses:
Interest paid (34,405) (18,827)
Unfavourable currency conversion differences (61,104) (14,602)
Other financial costs and losses (9,007) (4,320)
(104,516) (37,749)
Financial income and gains:
Interest received 10,918 6,978
Favourable currency conversion rate differences 48,804 13,958
Cash discounts 405 268
Other financial income and gains 2,478 1,782
62,605 22,986
Earnings from investment activities:
Earnings from associated companies (a) (21,715) (22,589)
Dividends (b) 1,072 536
Other investments 2,399 1,319
Gains / losses in the measurement of assets available for sale (Note 24) (48,874) (48,874)
(67,118) (69,608)
Financial profit or loss (109,029) (84,371)

(a) The earnings from associated companies relative to the semester ended 30 June 2011 include the effect of the application of the equity method to the investments in associate companies of 517 thousand euros (Note 15).

During the semester ended on 30 June 2011, the Group sold 34% of its participated company "ARENOR, S.L." and 3.75% of "ALVORADA PETRÓLEOS, S.A.", recording a capital loss of 11,024 and 184 thousand euros, respectively.

Furthermore, an impairment loss was also recorded in the remaining holding owned in the Spanish company "ARENOR, S.L.", which had an impact on the financial results of 11,024 thousand euros.

(b) As at 30 June 2011 the values presented correspond to dividends received from "Financial assets available for sale" of 314 thousand euros (Note 17) and the rest is from "Other investments".

During the semester ended on 30 June 2011, interest was capitalised in the acquisition cost of qualifying assets of the value of 1,796 thousand euros. For the purposes of capitalisation of financial costs associated to the acquisition cost of the qualifying assets, an average rate of 4.34% was used.

10 - INCOME TAX

The subsidiary TD-EC and most of its participated companies in Portugal are subject to Corporate Income Tax ("IRC") at the rate of 12.5% on the taxable amount of up to 12,500 euros, with the rate of 25% being applicable for the remaining taxable amount. Entities with reportable profit are also subject to the Municipal Surcharge (Derrama Municipal), the rate of which may vary to the maximum of 1.5%, as the State Surcharge (Derrama Estadual), incident on taxable profit in excess of 2,000,000 euros, at the rate of 2.5%. Independently of the profit for tax purposes recorded for the year, the abovementioned entities are also subject to autonomous taxation on charges at the rates established in article 88 of the Corporate Income Tax Code. In the calculation of the taxable amount, to which the abovementioned tax rates are applied, non-acceptable amounts for tax purposes are added and subtracted from the book value amounts. These differences between the book value results and the results for tax purposes may be of a temporary or permanent nature.

TD-EC and participated companies which are at least 90% owned, located in Portugal, are subject to the special taxation scheme for groups of companies (since the financial year of 2003). This scheme consists of the aggregation of the taxable profit of all the companies included in the consolidation perimeter, as established in article 69 of the Corporate Income Tax Code, with the Corporate Income Tax rates, increased by the individually determined Municipal and State Taxes, being then applied to the overall result thus obtained, following deduction of the tax losses, under the terms of articles 52 and 71 of the Corporate Income Tax Code.

In accordance with the legislation in force, tax returns are subject to review and correction by the tax authorities for a period of four years (five years for Social Security), except when there have been tax losses, tax benefits have been granted, or inspections, claims or disputes are underway, in which cases, depending on the circumstances, the periods of time are extended or suspended.

The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax returns will not significantly affect the consolidated financial statements as at 30 June 2011 and 31 December 2010.

The Group records deferred taxes corresponding to the temporary differences between the book value of the assets and liabilities and the corresponding tax base, as laid down in IAS 12 - Income Tax (Note 18).

The tax charge recorded for the semester ended on 30 June 2011 may be presented as follows:

1st Sem. 11 2nd Q 11
Current tax:
Income tax in Portugal 8,964 7,112
Income tax in other jurisdictions 3,008 1,639
11,972 8,751
Deferred tax (Note 18): (5,689) (4,950)
6,283 3,801

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to 259 euros thousand were recorded directly in equity, as at 30 June 2011 (Note 18).

11 - EARNINGS PER SHARE

The earnings per share for the semester and quarter ended on 31 June 2011 were calculated taking into consideration the following values:

1st Sem. 11 2nd Q 11
Profit or loss for the effect of calculating net earnings per basic share (profit or loss for the year) (57,822) (65,715)
The weighted average number of shares for the effect of calculating net earnings per basic share (thousand) 420,000 420,000
Net earnings per basic share (0.14) (0.16)

Since, for the semester ended on 30 June 2011 there is no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.

12 - DIVIDENDS

The General Meeting of Shareholders, held on 20 May 2011, deliberated the distribution of dividends of 0.015 euros per share. These dividends were deliberated in consideration of the individual financial statements of TD, S.A. at 31 December 2010 and reached 6,300 thousand euros.

13 - TANGIBLE FIXED ASSETS

During the semester ended on 30 June 2011, the movements which occurred in the tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

Land
& natural
Buildings &
other
resources constructions
Equipment
equipment
Equipment
equipment
Tools
& utensils
Equipment
equipment
Other
tangible
fixed assets
Tangible
fixed assets
Advances
on account of
in progress tangible fixed assets
Total
Gross assets:
Balance as at 01 January 2011 38,270 344,550 384,180 70,301 36,000 36,309 9,547 72,669 10 991,836
Perimeter alteration - - (1,361) (304) - (14) (36) - - (1,715)
Currency conversion effect (124) (13,529) (8,807) (1,516) (387) (1,336) (420) (4,707) (1) (30,827)
Additions 325 3,241 9,677 1,151 704 501 9,316 17,362 - 42,277
Transfers and write-offs 37 1,518 3,769 2,483 (14) 114 (5,475) 5,290 (9) 7,713
Disposals (416) (1,012) (2,526) (638) (23) (43) (3) - - (4,661)
Balance as at 30 June 2011 38,092 334,768 384,932 71,477 36,280 35,531 12,929 90,614 - 1,004,623
Accumulated depreciation
& impairment losses:
Balance as at 01 January 2011 164 86,324 265,298 44,338 30,054 28,612 4,146 - - 458,936
Perimeter alteration - - (613) (91) - (6) - - - (710)
Currency conversion effect - (3,090) (4,015) (689) (167) (961) (74) - - (8,996)
Reinforcements - 5,700 15,881 5,193 662 909 312 - - 28,657
Transfers and write-offs - 53 (85) (88) 43 (61) (24) - - (162)
Disposals - (600) (1,688) (566) (23) (40) (3) - - (2,920)
Balance as at 30 June 2011 164 88,387 274,778 48,097 30,569 28,453 4,357 - - 474,805
Net value:
As at 30 June 2011 37,928 246,381 110,154 23,380 5,711 7,078 8,572 90,614 - 529,818

The additions to the tangible fixed assets made during the semester ended on 30 June 2011 essentially refer to investments made in premises and equipment.

As at 30 June 2011 the tangible assets in progress include 84,867 thousand euros relative to buildings and other constructions in progress, in particular the following:

  • Development of the Tancagem project in Aveiro;

  • Expansion of the network of "Cash & Carry" shops in Angola;

  • Construction of Hotel Baía, a four star Hotel in Luanda Sul Angola;

14 - INVESTMENT PROPERTIES

During the semester ended on 30 June 2011, the movement which occurred in investment properties was as follows:

2011
Balance as at 1 January 509,516
Currency conversion effect (5,622)
Increases / disposals 2,510
Variation in fair value 3,301
Transfer of tangible assets (156)
Balance as at 30 June 509,549

The income gained from investment properties arising from operating leasing contracts amounted to 13,488 thousand euros in the semester ended on 30 June 2011. Operating costs directly related to investment properties reached 2,892 thousand euros in the semester ended on 30 June 2011.

15 - INVESTMENTS IN ASSOCIATED COMPANIES

The following associated companies were recorded through the equity method as at 30 June 2011:

Corporate name Head office Effective percentage
holding
ALVORADA PETRÓLEO, S.A. Rua Major Lopes, 800, 3º andar
Belo Horizonte - Minas Gerais - Brasil
43.45%
ALSOMA, GEIE. 3 Av André Malraux
Levallois Peret
27.00%
ARENOR, S.L. (a) Calle Monte Carmelo, nº 1, 5ºC
Seville
17.68%
AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park
Porto Salvo
21.14%
CIMPOR MACAU Investment Company, S.A. (a) Av. da Praia Grande, nº 693, Edifício Tai Wah, 15º andar
Macau
13.00%
IMOC - Empreendimentos Imobiliários, S.A.R.L. Av. 24 de Julho, 135
Maputo
46.40%
RPK Gulfstream, Ltd. (a) Tri Ruchja str.
183003, Murmansk
17.47%
SCP AK10 - Empreendimentos e
Participações SPE Ltda.
Avenida Alameda Santos, nº 960 - 19º,
Edifício CYK, Cerqueira César, São Paulo
25.00%
STELGEST - Gestão Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
45.00%
TRAVERSOFER - Industrie et Service
Ferroviaire, S.A.R.L.
27, Cheminndu Réservoir, Hydra, Algiers,
Algeria
30.00%

(a) Through its subsidiary C +P.A. - Cimento e Produtos Associados, S.A.

The investments in associated companies showed the following movements in the semester ended on 30 June 2011:

Holdings Goodwill Total
Balance as at 01 January 2011 63,230 24,883 88,113
Effects of the application of the equity method:
- Effect on net income for the year (Note 9) 517 - 517
- Effect on equity (4,468) - (4,468)
- Dividends received (206) - (206)
Increases 402 - 402
Disposals (9,996) (8,838) (18,834)
Currency conversion effect (642) (166) (808)
Transfer (18,108) (8,016) (26,124)
Other (2) - (2)
Balance as at 30 June 2011 30,727 7,863 38,590

The investments in associate companies as at 30 June 2011 and 31 December 2010 are analysed as follows:

30-06-2011 31-12-2010
Associated companies Holdings Goodwill Book value Holdings Goodwill Book value
Arenor, S.L. - - - 26,718 16,033 42,751
Alvorada Petróleos, S.A. 14,330 7,791 22,121 20,113 8,777 28,890
Cimpor Macau Investment Company, S.A. 9,355 - 9,355 9,424 - 9,424
IMOC - Empreendimentos Imobiliários, S.A.R.L. 5,881 - 5,881 5,854 - 5,854
SCP AK10 - Empreendimentos e Participações SPE Ltda. 221 72 293 380 73 453
RPK Gulfstream Ltd. 836 - 836 430 - 430
Other 104 - 104 311 - 311
30,727 7,863 38,590 63,230 24,883 88,113

The abovementioned holdings are recorded through the equity method which, in the semester ended on 30 June 2011, had the following impacts:

Associated companies Gains and
losses in
associate
companies
(Note 9)
Adjustments
of holdings
Dividends Total
Arenor, S.L. - (102) - (102)
Alvorada Petróleos, S.A. (27) (3,624) (13) (3,664)
Cimpor Macau Investment Company, S.A. (1) (68) - (69)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 480 (453) - 27
SCP AK10 - Empreendimentos e Participações SPE Ltda. 69 (221) - (152)
Other (4) - (193) (197)
517 (4,468) (206) (4,157)

16 - JOINT VENTURES

As at 30 June 2011, the following participated companies were consolidated through the proportional method, since their management and control are exercised jointly with the other partners/shareholders:

Corporate name Head office Effective percentage
holding
AVIAS - Grupo Ferroviário para a Alta Velocidade, ACE Edifício 1, Lagoas Park 14.10%
CAIS DE CRUZEIROS 2ª FASE, ACE Porto Salvo
Rua da Tapada da Quinta de Cima
Linhó – Sintra
15.00%
CONBATE, ACE Edifício 2, Lagoas Park
Porto Salvo
20.00%
DOURO LITORAL, ACE Edifício 2, Lagoas Park
Porto Salvo
40.00%
D.L.O.E.A.C.E. – Douro Litoral Obras Especiais, ACE Edifício 2, Lagoas Park
Porto Salvo
40.00%
ENGIL/MOTA/TEIXEIRA DUARTE – Requalificações
Urbanas, ACE
Av. Fabril do Norte, 1601
Matosinhos
33.33%
FERROVIAL/TEIXEIRA DUARTE - Obras Hidráulicas
do Alqueva, ACE
Edifício Central Park
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha
50.00%
GMP – Grupo Marítimo Português, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GMP – Grupo Marítimo Português MEK, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GPCC - Grupo Português de Construção de
Infraestruturas de Gás Natural, ACE
Rua Senhora do Porto, 930
Porto
25.00%
GPCIE - Grupo Português de Construção de
Infraestruturas da Expo, ACE
Edifício Sagres
Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho
25.00%
METROLIGEIRO - Construção de Infraestruturas, ACE Estrada da Luz, 90 - 6º E
Lisbon
26.80%
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE
Av. das Forças Armadas, 125 - 2º D
Lisbon
33.33%
NOVA ESTAÇÃO, ACE Av. Frei Miguel Contreiras, nº 54, 7º
Lisbon
25.00%
SOMAFEL E OFM - Obras do Metro, ACE Edifício 1, Lagoas Park
Porto Salvo
60.00%
SOMAFEL/FERROVIAS, ACE Av. Columbano Bordalo Pinheiro, 93 - 7º
Lisbon
36.00%
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE Edifício 2, Lagoas Park
Porto Salvo
57.30%
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do
Parque das Nações em Lisboa - 3ª Fase – Empreitada
de Acabamentos e Instalações Especiais dos Edifícios
para o Hotel e Escritórios, ACE
Edifício 2, Lagoas Park
Porto Salvo
60.00%
TRÊS PONTO DOIS - Trabalhos Gerais de Construção
Civil, Via e Catenária de Modernização da Linha
do Norte, ACE
Av. das Forças Armadas, 125 - 2º C
Lisbon
50.00%

As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2011 and 31 December 2010, the following values were included in the consolidated financial statements of the Group:

Current assets Non-current assets Current liabilities Non-current liabilities
30-06-2011 31-12-2010 30-06-2011 31-12-2010 30-06-2011 31-12-2010 30-06-2011 31-12-2010
CAIS DOS CRUZEIROS - 2ª Fase, ACE 445 1,361 - - 157 620 2 9 2 7
CONBATE, ACE 4,256 2,613 3 4 3,905 2,319 - 2 8
DOURO LITORAL, ACE 43,113 40,419 1 4 343 42,039 39,067 - -
DOURO LITORAL OBRAS ESPECIAIS, ACE 3,696 6,782 5 8 106 1,928 4,391 - -
ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE 3 3 3 4 - - 3 4 3 4 - -
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 112 114 - - 6 9 208 137 -
GMP - Grupo Maritimo Português, ACE 2,111 2,120 2 6 3 7 2,677 2,590 - -
GMP – Grupo Marítimo Português MEK, ACE 897 802 2 2 2 3 912 819 - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE 7 4 7 5 - - 7 6 7 5 - -
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 3 9 3 7 - - 4 4 3 7 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 364 538 - - 364 538 - -
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE 182 185 - - 184 185 - -
NOVA ESTAÇÃO, ACE 2,719 2,399 2 2 2 6 1,983 2,426 - -
SOMAFEL E OFM - Obras do Metro, ACE 4 6 4 6 - - 4 6 4 6 - -
Somafel/Ferrovias, ACE 161 192 - - 5 9 6 0 - -
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 6 2 6 1 - - 6 0 5 8 3 3
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 262 210 - - 262 210 - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 590 604 - - 263 276 - -
59,162 58,592 145 539 55,062 53,959 169 5 8

As a result of the consolidation of these participated companies, through the proportional consolidation method, in the semester ended on 30 June 2011, the following values were included in the consolidated financial statements of the Group:

Income Costs
CAIS DOS CRUZEIROS - 2ª Fase, ACE 762 504
CONBATE, ACE 8,633 8,278
DOURO LITORAL, ACE 53,050 52,279
DOURO LITORAL OBRAS ESPECIAIS, ACE 5,263 3,436
ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE - 1
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE (9) (9)
GMP - Grupo Maritimo Português, ACE 1 7 115
GMP – Grupo Marítimo Português MEK, ACE 394 406
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE - 2
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 1 5
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE - 2
NOVA ESTAÇÃO, ACE 2,788 2,030
Somafel/Ferrovias, ACE 138 4 9
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 1 3
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 5 7 5 7
71,095 67,158

Included in the information indicated in Note 24, the Group had provided bank guarantees, fidelity guarantee insurance and letters of comfort as an entrepreneur in these joint ventures to the total value of 38,085 thousand euros as at 30 June 2011 (37,688 thousand euros as at 31 December 2010).

17 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the semester ended on 30 June 2011, the movements which occurred in the valuation of the financial assets available for sale, recorded at their respective fair value, were as follows:

2011
Fair value as at 1 January 208,220
Acquisitions during the period 8,682
Decrease in fair value (47,282)
Fair value as at 30 June 169,620

The acquisitions made during the semester refer to the acquisition of 23,805,515 shares of Banco Comercial Português, S.A. for the value of 8,682 thousand euros (Note 20).

As at 30 June 2011 and 31 December 2010, the Group owned 362,602,441 and 324,500,000 shares in Banco Comercial Português, S.A., respectively.

The financial assets available for sale, and their respective cost and market values, as at 30 June 2011 and 31 December 2010, are as follows:

30-06-2011 31-12-2010
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 746,964 148,667 738,282 188,859
Banco Bilbao Vizcaya Argentaria, S.A. 35,958 20,953 35,958 19,361
782,922 169,620 774,240 208,220

18 - DEFERRED TAXES

All situations which might significantly affect future taxes are revealed through the application of the deferred tax rule.

During the semester ended on 30 June 2011, the movements which occurred in deferred tax assets and liabilities are as follows:

Deferred tax assets Deferred tax
liabilities
2011 2011
Balance on 1 January 112,050 68,551
Constitution / Reversal
Net income (Note 10) 2,995 (2,694)
Equity 259 -
Effect of currency conversion & Adjustments (11,109) (1,276)
Balance as at 30 June 104,195 64,581

Deferred tax assets were only recorded insofar as it is considered that taxable profits are likely to occur in the future which may be used to recover tax losses or deductible tax differences. This assessment was based on the business plans of the Group's companies, periodically reviewed and updated, and on the available and identified tax planning opportunities.

19 - RELATED PARTIES

The transactions and balances between the companies of the Group included in the consolidation perimeter, which are related parties, are eliminated in the consolidation process and are not disclosed in the present note. The balances and transactions between the Group and associated companies, related companies and individuals considered as related parties are detailed below.

The terms or conditions practiced between the Group and related parties are, in substance, identical to those which would normally be contracted, accepted and practiced between independent entities in comparable operations.

The main balances with related entities as at 30 June 2011 and 31 December 2010 are analysed as follows:

Balances receivable
Balances payable
Loans granted Other debts
######### ######### ######### ######### ######### ######### ######### #########
AEDL - Auto-Estradas do Douro Litoral, S.A. - - - - 1,202 - - -
ALSOMA, GEIE - - 24 24 - - - -
AVIA PORTUGAL, S.A. - - - 31 - - - -
Cimpor Macau Investment Company, S.A. - - - - 8,536 8,536 - -
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 - - - 3 - -
EIA - Ensino de Investigação e Administração, S.A. - - - - - - (324) (324)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 2,191 2,349 - - - - (247) (247)
ISA - Intelligent Sensing Anywhere, S.A. - - - 15 - 65 - -
ISQ - Centro Incubação Empresas, S.A. - - - - - - - -
Moreira e Cunha, Lda. 7 - - - - - 2,132 -
MTS, S.A. - - - - 133 - (608) -
Promociones Inmobiliárias 3003, C.A. - - - - 36 - (278) (55)
STELGEST - Gestão Hoteleira , S.A. 51 27 - - - 8 (883) (716)
Tedeven Inmobiliária , CA - - - - - - (35) -
TRAVERSOFER - Industrie et Service Ferroviaire, S.A.R.L. 6 6 - - - - - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. 122 - 156 - - - - -
2,423 2,428 180 70 9,907 8,612 (243) (1,342)

The main transactions carried out in the semester ended on 30 June 2011 with related entities were as follows:

Sales and
services
rendered
Purchases
and
services
obtained
Interest
debited
AVIA PORTUGAL, S.A. - 1
3
-
IMOC - Empreendimentos Imobiliários, S.A.R.L. 1 - -
Moreira e Cunha, Lda. 3
2
- -
STELGEST - Gestão Hoteleira, S.A. 7
2
- 1
2
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. 122 187 -
227 200 1
2

The remuneration attributed to the members of the governing bodies of Teixeira Duarte, S.A., in the semester and quarter ended on 30 June 2011 was as follows:

1º Sem. 1 1 2nd Q 11
Executive Directors: (a)
Short term benefits 534 309
Supervisory Board:
Short term benefits 1 7 9
Chartered Accountant:
Short term benefits 2 0 1 0
571 328

(a) Values paid by TD-EC up to May 2011.

The remuneration attributed to the senior management members of TD-EC in the semester and quarter ended on 30 June 2011 were as follows:

1º Sem. 11 2º Trim. 11
Alta direcção:
Benefícios de curto prazo 3.670 2.447
3.670 2.447

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 30 June 2011 and 31 December 2010, this heading is broken down as follows:

30-06-2011 31-12-2010
Demand deposits 114,601 92,794
Term deposits 31,404 42,339
Cash 4,581 2,704
150,586 137,837

The cash and cash equivalents heading includes cash, deposits payable on demand, cash investments and term deposits with maturity of less than three months, and for which the risk of change of value is insignificant.

Cash flow from investment activities

The receipts derived from financial investments in the semester and quarter ended on 30 June 2011, refer to the disposal of holdings in the following entities:

1st Sem. 11 2nd Q 11
Banco Bilbao Vizcaya Argentaria, S.A. 6,449 219
Alvorada Petróleos, S.A. 2,398 2,398
Banco Comercial Português, S.A. 1,640 1,640
Other 438 238
10,925 4,495

The payments relative to financial investments in the semester and quarter ended on 30 June 2011, refer to the acquisition of holdings in the following entities:

1st Sem. 11 2nd Q 11
Banco Comercial Português, S.A. 8,682 8,390
Banco Bilbao Vizcaya Argentaria, S.A. 6,428 218
EMPA - Serviços de Engenharia, S.A. 480 480
Other 510 1 2
16,100 9,100

The dividends received in the semester and quarter ended on 30 June 2011, were as follows:

1st Sem. 11 2nd Q 11
Lusoponte - Concessionária para a Travessia do Tejo, S.A. 387 387
Banco Bilbao Vizcaya Argentaria, S.A. 314 -
Other 577 349
1,278 736

21 - SHARE CAPITAL

As at 30 June 2011, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of 1 euro each.

As at 30 June 2011, TDG - Sociedade Gestora de Participações Sociais, S.A. directly owned 155,700,000 shares representing the share capital of Teixeira Duarte, S.A.

22 - RESERVES AND RETAINED EARNINGS

Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net profit to the legal reserve, until it reaches a minimum of 20% of the capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been exhausted, or incorporated in the share capital.

Fair value reserve: The fair value reserve represents the difference between the cost value and market value of the financial assets available for sale, not yet recognised in the income statement.

Free reserves: Free reserves are available for distribution.

Reserve of hedging operations: The reserve of hedging operations reflects the effective component (net of the tax effect) of the changes in the fair value of the derivative financial instruments classified as cash flow hedges.

23 - LOANS

As at 30 June 2011 and 31 December 2010, the loans raised were as follows:

30-06-2011 31-12-2010
Non-current liabilities:
Bank loans a) 145,511 207,258
Commercial paper b) 432,914 490,403
578,425 697,661
Current liabilities:
Bank loans a) 566,221 401,318
Commercial paper b) 153,931 105,647
720,152 506,965
1,298,577 1,204,626

a) Bank loans

As at 30 June 2011, the internal bank loans, bank overdrafts and secured current accounts earned interest at the weighted annual average rate of 3.25%.

As at 30 June 2011, the most significant bank loans contracted by the Group essentially correspond to:

  • Loan raised from Banco Bilbao Vizcaya Argentaria, contracted on 16 April 2007 of the value of 63,300 thousand euros, which will be repaid on 16 March 2012.
  • Loan raised from Banco Caixa Geral, contracted on 11 February 2008 of the current value of 19,820 thousand euros, which will fall due on 11 February 2013.
  • Loan raised from Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., contracted on 21 February 2008 of the current value of 50,312 thousand euros, which will be repaid in 46 equal and successive six-monthly instalments, ending on 10 December 2033.
  • Loan raised from Banco Popular Portugal, contracted on 31 October 2008 of the current value of 8,475 thousand euros, which will fall due on 31 October 2011.
  • Loan raised from Banco Popular Portugal, contracted on 18 December 2008, of the value of 25,000 thousand euros, which will fall due on 18 December 2011.
  • Loan contracted by the Group on 30 December 2008 from Caixa Geral de Depósitos, of the current value of 42,873 thousand euros, which will be repaid in 150 equal and successive monthly instalments, ending on 30 December 2023.
  • Loan raised from Banco Fomento de Angola, contracted on 4 March 2009 of the current value of 6,487 thousand euros, which will fall due on 4 January 2014.
  • Loan raised from Banco BIC, contracted on 27 April 2009 of the current value of 6,452 thousand euros, which will fall due on 27 November 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 15 May 2009 of the current value of 3,330 thousand euros, which will fall due on 30 March 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 15 May 2009 of the current value of 7,135 thousand euros, which will fall due on 30 March 2014.
  • Loan raised from Banco Itaú, contracted on 8 June 2009 of the current value of 23,053 thousand euros, which will fall due on 20 April 2013.
  • Loan raised from Banco Fomento de Angola, contracted on 10 December 2009 of the current value of 1,687 thousand euros, which will fall due on 30 September 2014.
  • Loan raised from Banco BICBANCO, contracted on 15 March 2010 of the current value of 5,655 thousand euros, which will fall due on 3 October 2011.
  • Loan raised from Banco BICBANCO, contracted on 14 April 2010 of the current value of 762 thousand euros, which will fall due on 11 October 2011.
  • Loan raised from Banco Itaú, contracted on 28 April 2010 of the current value of 436 thousand euros, which will fall due on 25 October 2013.
  • Loan raised from Banco BMG, contracted on 4 November 2010 of the current value of 611 thousand euros, which will fall due on 31 August 2011.
  • Loan raised from Banco Espírito Santo, contracted on 7 November 2010, of the value of 10,000 thousand euros, which will fall due on 30 November 2011.
  • Loan raised from Banco BPN Brasil, contracted on 17 January 2011 of the current value of 2,218 thousand euros, which will fall due on 20 January 2014.
  • Loan raised from Banco BANRISUL, contracted on 14 February 2011 of the current value of 4,384 thousand euros, which will fall due on 17 February 2014.

  • Loan raised from Banco ABC BRASIL, contracted on 2 May 2011 of the current value of 1,820 thousand euros, which will fall due on 22 April 2013.

  • Loan raised from Banco FIBRA, contracted on 9 May 2011 of the current value of 4,087 thousand euros, which will fall due on 9 August 2012.
  • Loan raised from Banco BES Investimento, contracted on 3 June 2011 of the current value of 4,526 thousand euros, which will fall due on 28 November 2011.
  • Loan raised from Banco FIBRA, contracted on 16 June 2011 of the current value of 885 thousand euros, which will fall due on 18 July 2011.
  • Loan raised from Banco ALFA, contracted on 27 June 2011 of the current value of 2,215 thousand euros, which will fall due on 27 June 2012.

As at 30 June 2011 and 31 December 2010, the bank loans also include the secured accounts of the value of 395,996 and 301,518 thousand euros, respectively.

b) Commercial paper

As at 30 June 2011, the Group had negotiated the following commercial paper programmes:

  • Grouped contract programme, for the placing and underwriting of private commercial paper with Banco Comercial Português on 14 October 2005, of the total sum of 150,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 15,000 thousand euros and 135,000 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis and in arrears at a rate indexed to the six-month Euribor increased by a spread of 0.875%, and with the repayment of the last issue being on 14 October 2013.
  • Grouped programme, for the placing and underwriting of commercial paper contracted on 14 February 2006 with Banco Comercial Português, of the total sum of 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 5,000 thousand euros and 45,000 thousand euros, respectively. The participation of each company in each programme may vary each time it is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis and in arrears at a rate indexed to the six-month Euribor increased by 0.875% and determined according to the date of the auction, with the repayment of the last issue being on 14 February 2014.
  • Grouped programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo de Investimento and Banco Espírito Santo on 21 August 2006, of the total sum of 100,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. participate, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in the programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signing date, the interest is earned in advance and every six months, with the reference rate being indexed to the Euribor for the respective issue period, increased by 0.65% and determined according to the date of each auction.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 21 April 2008, of the total sum of 120,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signing date, the interest falls due on each repayment date, with the

reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.65% and determined according to the date of the auction.

  • Grouped programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo Investimento on 23 December 2008, of the total sum of 100,000 thousand euros, currently 60,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signing date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.85% and determined according to the date of the auction.
  • Grouped programme for the placing and underwriting of commercial paper contracted with Caixa Geral de Depósitos on 7 July 2010, of the total sum of 70,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, with the entire amount being used by Teixeira Duarte - Engenharia e Construções, S.A. The programme was reduced to 60,000 thousand euros on 28 April 2011. The contract expires on 14 April 2012. The interest falls due in advance on each subscription date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to each subscription date, plus 1,35% and determined in accordance with the date of each auction.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 18 August 2010, of the total sum of 25,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 3.45%.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 18 August 2010, of the total sum of 20,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 3.45%.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo on 28 December 2010, of the amount of 34,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. are participants. The programme may be used during three years, counting as of the contract signing date. The interest is earned in advance on each subscription date, with the intervention rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus 0.85% and determined in accordance with the date of each auction.
  • Grouped programme, for the placing and underwriting of private commercial paper contracted on 14 January 2011 with Banco Comercial Português, with the total sum used being 20,750 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 18,650 thousand euros and 2,100 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. The duration of the programme is up to 6 January 2016, the interest is earned on a six-monthly basis and in arrears, with the reference rate being indexed to the one to sixmonth Euribor under competitive auction for periods of 7 to 180 days via direct placement, increased by 3.5% and determined according to the date of each auction.

As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 30 June 2011 are classified as non-current liabilities.

The non-current bank loans are repayable in the following years:

30-06-2011 31-12-2010
2012 25,282 145,483
2013 399,282 397,372
2014 55,867 57,887
2015 4,808 23,245
2016 and following 93,186 73,674
578,425 697,661

As at 30 June 2011 and 31 December 2010, the funding in foreign currency was expressed as follows:

30-06-2011 31-12-2010
Currency Currency Euros Currency Euros
AON 2,060,251 15,325 2,318,720 18,076
BRL 122,916 54,385 79,638 35,910
MAD 7,820 692 2,448 217
MZM 23,709 573 - -
USD 125,758 87,012 126,081 94,358

The loans denominated in foreign currency earn interest at market rates and were converted into Euros based on the exchange rate on the reporting date.

24 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Contingent liabilities:

During the financial year ended on 31 December 2010, the Tax Inspection Authorities (DSIT) carried out external inspections to the company Teixeira Duarte - Gestão de Participações Investimentos Imobiliários, S.A. ("TDGPII, S.A."), which is 100% indirectly owned by Teixeira Duarte, S.A..

As a result of these external inspections, of a general scope, to the accounting documentation of TDGPII, S.A. and relative to 2006, 2007 and 2008, the following corrections were made to the initially calculated tax losses:

Year Calculated
Tax Loss
DGCI
Correction
2006 24,950 18,837
2007 51,176 29,331
2008 64606 45327

These corrections result entirely from the non-acceptance, as a tax cost, of the financial costs incurred with the investment in participated companies under the form of additional paid-in capital.

Since TDGPII S.A. is subject to Corporate Income Tax (IRC) in accordance with the Special Taxation Scheme for Groups of Companies (article 69 and following of the IRC Code), the corrections to the tax losses for 2006 and 2007 were the object of IRC Settlement Statements issued to the controlling company - TD-EC, which filed a judicial review at the Administrative and Fiscal Court of Sintra.

Therefore, the taking of effect of the IRC Settlement Statements is suspended until the definitive decision is read on the judicial reviews which have been filed, regarding which the Board of Directors believes that their outcome will be favourable to TDGPII, S.A. and, consequently, to the controlling company.

By the date of the closing of the financial statements for the semester ended on 30 June 2011, the corrections relative to 2008 had not yet been the object of any settlement of IRC.

Guarantees:

As at 30 June 2011 and 31 December 2010, the group of companies included in the consolidation had provided the following guarantees to third parties:

30-06-2011 31-12-2010
Bank guarantees provided 556,103 590,756
Fidelity insurance 155,059 132,625

The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bonds for works.

To secure the loan contract signed with Banco Caixa Geral, of 19,820 thousand euros, granted by GSC – Compañia General de Servicios y Construccion, S.A., GSC – Compañia General de Servicios y Construccion, S.A. pledged 2,590,000 shares in Banco Bilbao Vizcaya Argentaria, S.A. and mortgaged land situated in Madrid, at C/ Amália, 4 and 6.

Also constituted in favour of Caixa Geral de Depósitos, was a mortgage on lot 3, situated in Lagoas Park, owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the value of 42,873 thousand euros.

Teixeira Duarte - Engenharia e Construções, S.A., BEL-ere - Engenharia e Reabilitação de Estruturas, S.A., EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A., GSC – Compañia General de Servicios y Construccion, S.A. and EMPA – Serviços de Engenharia, S.A. have provided fidelity guarantee insurance as a completion bond for works and services.

Apart from the guarantees indicated above, the following pledges were also provided:

To secure a loan contract signed with Banco Bilbao Vizcaya Argentaria, of the value of 63,300 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 120,116,342 and 11,050,312 shares in Banco Comercial Português, S.A., respectively.

To secure the commercial paper contract signed with Banco Espírito Santo, of 50,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 67,002,481 and 2,959,728 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 2,205,882 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..

To secure the commercial paper contract signed with Banco Espírito Santo, of 120,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 153,444,607 and 8,028,969 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 5,294,118 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..

To secure the commercial paper contract signed with Banco Espírito Santo, of the value of 60,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A..

To secure the commercial paper contract signed with Caixa Geral de Depósitos, of 60,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 4,675,000 participation units in the TDF Closed Real Estate Investment Fund.

To secure the commercial paper contract signed with Banco Espírito Santo de Investimento, S.A., of the value of 34,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 500,000 shares in TDGI – Tecnologia de Gestão de Imóveis, S.A.

To secure debts to third parties, of the value of 14,540 thousand euros, IMOTD - SGPS, S.A. pledged 47,870 shares in V8, S.A. and 47,780 shares in Parcauto, S.A.

To secure the financing contract granted by TDHOSP – Gestão de Edifício Hospitalar, S.A. of the current value of 50,312 thousand euros, Teixeira Duarte - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos and Caixa Banco de Investimentos, 1,540,000 shares in TDHOSP – Gestão de Edifício Hospitalar, S.A. Under the same financing contract Teixeira Duarte - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP – Gestão de Edifício Hospitalar, S.A.

Financial commitments:

As at 30 June 2011 and 31 December 2010, the letters of comfort provided by the subsidiaries reached 492,723 thousand euros and 444,513 thousand euros, respectively.

As at 30 June and 31 December 2010, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of 106,982 and 119,895 thousand euros, respectively. According to the contractual conditions, the Group's liability is restricted essentially to the guarantee of acceptance of the invoices object of the factoring on the part of the customers.

Other:

As at 30 June 2011 and 31 December 2010, there were no inventories pledged to secure liabilities.

25 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the semester ended on 30 June 2011 were approved by the Board of Directors on 29 August 2011.

26 - SUBSEQUENT EVENTS

In this note, we consider that it is appropriate to refer to the fact that, on the present date, the stock market share price of "Banco Comercial Português, S.A." reached the value of €0.255, a situation which if it were to be the case as at 30 June 2011 would have an additional negative impact of 48,756 thousand euros on net income and would imply a devaluation of 56,203 thousand euros of the Group's holding in "Banco Comercial Português, S.A." which would stand at 92,464 thousand euros.

Furthermore, we also disclose that on this date a contract with "Puertos del Litoral Central – PLC, S.A." was published, following which its participated company "Teixeira Duarte – Engenharia e Construções, S.A." will undertake the contract work named "Procura y Construcción del Proyecto Definitivo de Ingeniería y Construcción de las Obras Civiles que conforman el Muelle Oeste del Puerto de La Guaira", in Venezuela.

The estimated value of the abovementioned contract is USD 398,861,858.95, with the forecast period of implementation of the work being 30 months.

Moreover, we also disclose that the said project is integrated in the plan for the expansion and modernisation of the Port of La Guaira and that the aforementioned contract was signed under the "Supplementary Agreement to the Framework Agreement for Cooperation between the Republic of Venezuela and the Portuguese Republic, on matters of economic and energy cooperation".

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