AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Teixeira Durate

Quarterly Report Sep 18, 2013

1919_ir_2013-09-18_96e2d362-b5b4-4e71-bddb-6d023f9af2ec.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Relatório e Contas 1º Semestre 2013 Report and Accounts1st Semester

CONTENTS

    1. Company Identification
    1. Key Indicators
    1. Teixeira Duarte Group 1st Semester 2013
    1. Interim Management Report
  • I. Introduction
  • II. Overall Appraisal of the Activity
  • III. Facts Which Occurred After the End of the 1st Semester 2013
  • IV. Outlook for 2013
  • V. Notes to the Interim Management Report
    1. Statement of Conformity
    1. Consolidated Financial Statements
  • I. Consolidated Statement of Financial Position
  • II. Consolidated Income Statement for the Period
  • III. Consolidated Comprehensive Income Statement
  • IV. Consolidated Statement of Changes 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: € 210,000,000 Single Legal Person and Registration number at Cascais-Oeiras Commercial Registry 509 234 526

KEY INDICATORS

1st Sem.
2009
1st Sem.
2010
1st Sem.
2011
1st Sem.
2012
1st Sem.
2013
Variation
2013/2012 %
Average number of workers 13,462 12,901 11,797 10,535 11,679 10.9%
Turnover 603 667 611 588 735 24.9%
Operating Income 635 694 628 608 753 23.8%
EBITDA 64 72 77 86 103 19.8%
EBITDA / Turnover Margin 11% 11% 13% 15% 14% (4.1%)
EBIT 37 35 46 58 73 25.7%
Tangible fixed assets + Investment properties 951 1,033 1,039 1,041 1,043 0.2%
Investments in associates + Financial assets available for sale + Other investments 1,177 329 229 139 116 (16.9%)
Net debt 1,939 1,105 1,148 929 1,205 29.8%
Total Equity 353 596 465 321 308 (3.9%)
Net Income Attributable to Shareholders 18 52 (58) (4) 9 -

Notes:

The book values are expressed in million euros.

The figures in the "Variation 2013/2,012 %" column were calculated based on amounts that were not rounded off.

Total Equity includes non-controlling interests.

TEIXEIRA DUARTE GROUP - 1st Semester 2013

Interim Management Report

I - INTRODUCTION

Under the terms and for the effect of the applicable legal and regulatory provisions, TEIXEIRA DUARTE, S.A ("TD, S.A.") hereby discloses the Interim Report relative to the first semester of 2013, of which the financial statements attached herewith 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 respective notes were prepared based on the International Accounting Standard IAS 34 - Interim Financial Reporting, with the scope and details established in the Law.

With the sectorial and geographic scope of the Group's action remaining unchanged, TEIXEIRA DUARTE believes that there have been no material alterations in the series of risks and uncertainties indicated in the Corporate Governance Report approved at the General Meeting of 25 May 2013; hence with respect to this matter the description of this document is valid.

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, pursuant to 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 positive by 8.9 million euros;
  • Turnover stood at 734.8 million euros;
  • Foreign Market represents 78.7% of Turnover;
  • EBITDA reached 103 million euros;
  • EBITDA / Turnover Margin stood at 14%;
  • Net Debt of 1,205 million euros;
  • Net Assets of the Group of 2,725 million euros;
  • Financial Autonomy of 11.3%;
  • Order Book of the Teixeira Duarte Group for the construction sector stood at 2,410 million euros.

II – OVERALL APPRAISAL OF THE ACTIVITY

Income Statement

for the periods ended on 30 June 2013 and 30 June 2012

1st S 13 1st S 12 Var (%) 2nd Q 13 2nd Q 12 Var (%)
Operating income 752,935 608,096 23.8% 399,045 315,380 26.5%
Operating costs (649,972) (522,165) 24.5% (349,751) (268,806) 30.1%
EBITDA 102,963 85,931 19.8% 49,294 46,574 5.8%
Amortisation and depreciation (29,042) (27,909) 4.1% (14,763) (14,187) 4.1%
Provisions and impairment losses (583) 329 - 537 (1,452) -
EBIT 73,338 58,351 25.7% 35,068 30,935 13.4%
Financial results (53,891) (60,370) (10.7%) (29,392) (42,170) (30.3%)
Pre-tax profit 19,447 (2,019) - 5,676 (11,235) -
Income tax (10,743) (2,059) 421.8% (3,762) 3,491 -
Net income 8,704 (4,078) - 1,914 (7,744) -
Attributable to:
Shareholders 8,937 (3,575) - 1,764 (9,811) -
Non-controlling interests (233) (503) (53.7%) 150 2,067 (92.7%)

(Values in thousand euros)

The Net Income Attributable to Shareholders was positive by 8,937 thousand euros.

It is important to highlight that, apart from the improved performance of the Group's companies compared with the same semester of the previous year, other factors also influenced the results, in particular:

1st S 13 1st S 12 Var (%) 2nd Q 13 2nd Q 12 Var (%)
Impairment loss in "Banco Comercial Português, S.A." - (12,938) - - (12,938) -
Impairment loss in "Banco Bilbao Viscaya Argentaria, S.A." - (1,718) - - (1,718) -
Currency conversion differences (12,888) 1,118 - (7,196) (3,285) -
(12,888) (13,538) - (7,196) (17,941) -

(Values in thousand euros)

Turnover recorded an overall increase of 24.9% relative to the same period of 2012, having reached 734,829 thousand euros, the highest amount reached in a first semester. Portugal fell by 13.9% and other markets increased by 42.2%, to account for 78.7% of the total Turnover of the Teixeira Duarte Group.

Evolution of Turnover by Markets

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

Turnover by Country
--------------------- -- --
Country 1st S 13 Contribution
(%)
1st S 12 Contribution
(%)
Var (%) 2nd Q 13 Contribution
(%)
2nd Q 12 Contribution
(%)
Var (%)
Portugal 156,349 21.3% 181,502 30.8% (13.9%) 83,072 21.2% 86,974 28.5% (4.5%)
Angola 371,277 50.5% 294,529 50.1% 26.1% 189,759 48.3% 154,561 50.7% 22.8%
Algeria 26,547 3.6% 23,280 4.0% 14.0% 13,063 3.3% 13,509 4.4% (3.3%)
Brazil 35,301 4.8% 42,004 7.1% (16.0%) 16,968 4.3% 22,852 7.5% (25.7%)
Spain 12,135 1.7% 11,116 1.9% 9.2% 5,685 1.4% 5,522 1.8% 3.0%
Mozambique 28,599 3.9% 14,301 2.4% 100.0% 16,411 4.2% 10,873 3.6% 50.9%
Venezuela 101,159 13.8% 16,635 2.8% 508.1% 66,600 17.0% 7,356 2.4% 805.4%
Other 3,462 0.5% 5,037 0.9% (31.3%) 991 0.3% 3,303 1.1% (70.0%)
734,829 100.0% 588,404 100.0% 24.9% 392,549 100.0% 304,950 100.0% 28.7%

(Values in thousand euros)

Interim Report - 1 st Semester of 2013

Turnover by Activity

Activity Sector 1st S 13 Contribution
(%)
1st S 12 Contribution
(%)
Var (%) 2nd Q 13 Contribution
(%)
2nd Q 12 Contribution
(%)
Var (%)
Construction 351,127 47.8% 247,699 42.1% 41.8% 190,475 48.5% 127,059 41.7% 49.9%
Concessions and Services 34,802 4.7% 29,873 5.1% 16.5% 18,509 4.7% 15,165 5.0% 22.1%
Real estate 39,506 5.4% 32,858 5.6% 20.2% 17,862 4.6% 18,013 5.9% (0.8%)
Hotel services 38,912 5.3% 40,046 6.8% (2.8%) 20,659 5.3% 21,115 6.9% (2.2%)
Distribution 98,114 13.4% 73,752 12.5% 33.0% 48,548 12.4% 38,449 12.6% 26.3%
Energy 59,477 8.1% 64,429 10.9% (7.7%) 30,665 7.8% 28,792 9.4% 6.5%
Automobile 112,891 15.4% 99,747 17.0% 13.2% 65,831 16.8% 56,357 18.5% 16.8%
734,829 100.0% 588,404 100.0% 24.9% 392,549 100.0% 304,950 100.0% 28.7%

(Values in thousand euros)

An analysis is presented below of this indicator, taking into account its evolution by activity sector:

Construction Turnover grew by 41.8% compared with June 2012, in spite of the sharp decline in Portugal, which stood at 31.1% by the end of the period.

The Group recorded an increase of 45.3% in the Angolan market, and grew in Algeria by 14% year-on-year.

Mozambique and Venezuela showed very significant growth, with the first having increased from 9,329 thousand euros to 22,710 thousand euros and, in the second, from 16,635 thousand euros to 101,159 thousand euros.

As at 30 June 2013, the external market represented 81.5% of Construction turnover.

Turnover of Concessions and Services

In Concessions and Services, Turnover grew by 16.5% compared with the first six months of 2012, with good performance in external markets.

In Portugal, in spite of the strongly adverse circumstances, the Group managed to maintain the same levels of activity as those recorded in June 2012.

Note should be made, during this semester, of the start-up of activity in Brazil in the area of real estate maintenance and management.

Turnover of Hotel Services

Turnover of Distribution

Turnover of Energy

The Real Estate business, as a whole, grew by 20.2% year-on-year.

In Portugal, even under a climate of retraction of the sector, an increase of 43.3% was recorded, essentially as a result of the disposal of various fractions of the total value of 7 million euros.

A good rate of activity was maintained in the Brazilian market, with the achievement of values similar to those of June 2012.

The Turnover of Hotel Services fell by 2.8% relative to June 2012, penalised, essentially, by the performance of the Group's hotels in Angola, which, even so, was attenuated by the 20.6% growth achieved in the hotels in Mozambique.

In Portugal, the Group recorded a decrease of 8.9% year-on-year.

Distribution grew by 33% relative to June 2013, in particular in the area of food trade, reflecting the investments made in the increased offer of new products, extension of shop opening hours and in the growth of sales with the operational start-up of two new outlets in the metropolitan region of Luanda.

In Energy, the Group's Turnover fell by 7.7% year-on-year, essentially as a result of the reduction of liquid fuel and gas consumption in Portugal.

The Automobile sector increased its Turnover by 13.2% relative to the period ended on 30 June 2012, with this good performance having been influenced by the marketing of two new brands and, especially, by the growth of the after-sales segment.

(Values in thousand euros)

Operating income increased by 23.8% relative to the first semester of 2012, reaching the value of 752,935 thousand euros.

Evolution of Operating Income

The table below confirms the good performance not only in the Concessions and Services, Real Estate, Distribution and Automobile sectors, but also in Construction which, in spite of Portugal having declined by 31.9%, in general, increased by 37.3% relative to the first six months of 2012.

Internal Market External Market Total
Activity Sector 1st S 13 1st S 12 Var (%) 1st S 13 1st S 12 Var (%) 1st S 13 1st S 12 Var (%)
Construction 63,508 93,282 (31.9%) 293,968 166,348 76.7% 357,476 259,630 37.7%
Concessions and Services 10,104 10,117 (0.1%) 25,819 20,737 24.5% 35,923 30,854 16.4%
Real estate 19,199 15,563 23.4% 22,089 19,671 12.3% 41,288 35,234 17.2%
Hotel services 5,820 6,328 (8.0%) 33,464 33,921 (1.3%) 39,284 40,249 (2.4%)
Distribution 2,093 487 329.8% 99,866 75,046 33.1% 101,959 75,533 35.0%
Energy 62,918 65,585 (4.1%) 11 31 (64.5%) 62,929 65,616 (4.1%)
Automobile - 11 - 114,076 100,969 13.0% 114,076 100,980 13.0%
Total 163,642 191,373 (14.5%) 589,293 416,723 41.4% 752,935 608,096 23.8%

(Values in thousand euros)

In view of the evolution referred to above, the contribution of each activity sector to the total value of the operating income achieved as at 30 June 2013 was as follows:

EBITDA maintained the good performance of the last few years, having reached 102,963 thousand euros by June 2013, reflecting an increase of 19.8% relative to the same period of the previous year.

Evolution of EBITDA

(Values in thousand euros)

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

Activity Sector 1st S 13 1st S 12 Var (%) 2nd Q 13 2nd Q 12 Var (%)
Construction 39,222 15,483 153.3% 18,396 4,358 322.1%
Concessions and Services 8,644 5,558 55.5% 3,941 3,458 14.0%
Real estate 11,520 17,707 (34.9%) 6,051 9,853 (38.6%)
Hotel services 13,782 19,357 (28.8%) 6,615 10,605 (37.6%)
Distribution 13,109 11,938 9.8% 5,967 7,082 (15.7%)
Energy 2,147 1,874 14.6% 1,340 1,141 17.4%
Automobile 22,218 18,991 17.0% 11,049 11,284 (2.1%)
Not allocated to segments (7,701) (4,993) - (4,065) (1,198) -
Elimination 22 16 37.5% - (9) -
102,963 85,931 19.8% 49,294 46,574 5.8%

EBITDA evolution by Activity

(Values in thousand euros)

The EBITDA / Turnover Margin declined in relation to the same period of the previous year, having shifted from 14.6% to 14% by June 2013.

The financial results were negative by 53,891 thousand euros in the semester ended on 30 June 2013, while interest costs paid recorded values similar to those of the same period of the preceding year.

Even so, the variation of this indicator was favourable, essentially due to the following factors:

  • Negative effect of currency conversion differences, which in June 2013 were negative by 12,888 thousand euros and in the first semester of 2012 had been positive by 1,118 thousand euros;

  • Positive effect of the non-occurrence of impairment losses, which as at 30 June 2012 had been 17,108 thousand euros.

1st S 13 1st S 12 Var (%) 2nd Q 13 2nd Q 12 Var (%)
Financial costs and losses: (83,837) (84,008) (0.2%) (41,253) (41,000) 0.6%
Interest paid (39,889) (40,315) (1.1%) (21,002) (21,517) (2.4%)
Unfavourable currency conversion differences (30,674) (28,160) 8.9% (13,207) (10,779) 22.5%
Other financial costs and losses (13,274) (15,533) (14.5%) (7,044) (8,704) (19.1%)
Financial income and gains: 28,891 42,104 (31.4%) 11,937 14,531 (17.9%)
Interest received 8,769 9,886 (11.3%) 4,593 5,745 (20.1%)
Favourable currency conversion differences 17,786 29,278 (39.3%) 6,011 7,494 (19.8%)
Cash discounts received 301 260 15.8% 172 125 37.6%
Other financial income and gains 2,035 2,680 (24.1%) 1,161 1,167 (0.5%)
Earnings from investment activities: 1,055 (18,466) - (76) (15,701) -
Earnings from associates (894) (996) (10.2%) (573) 1,362 -
Dividends 1,158 1,169 (0.9%) 12 746 (98.4%)
Other investments 316 (1,531) - 10 (701) -
Gains / loss in assets available for sale 475 (17,108) - 475 (17,108) -
Financial results (53,891) (60,370) - (29,392) (42,170) -

(Values in thousand euros)

Income Tax reached the sum of 10,743 thousand euros for the semester ended on 30 June 2013, compared with 2,059 thousand euros as at 30 June 2012.

1st S 13 1st S 12 Var (%) 2nd Q 13 2nd Q 12 Var (%)
Current tax (24,004) (17,939) 33.8% (8,374) (7,586) 10.4%
Deferred tax 13,261 15,880 (16.5%) 4,612 11,077 (58.4%)
(10,743) (2,059) 421.8% (3,762) 3,491 -

(Values in thousand euros)

Total Net Assets declined by 1.5% relative to 31 December 2012, standing at 2,725,345 thousand euros as at 30 June 2013.

Evolution of Net Assets

(Values in thousand euros)

Net Debt reached 1,205,353 thousand euros as at 30 June 2013, reflecting an increase of 21.8% in relation to the end of the previous year.

The growth of business in the Construction and Distribution sectors, as a consequent of the increased credit receivable from their parties, namely due to the reduction of the balance of advances received, as well as the continued expansion investment in these sectors, of the value of 48,972 thousand euros, gave rise to the increased net debt referred to above.

Evolution of Net Debt

The Equity Attributable to Shareholders grew by 5.9% in relation to 31 December 2012, corresponding to an increase of 14,925 thousand euros, shifting from 252,005 thousand euros to 266,930 thousand euros; while Total Equity declined by 5.5%, to stand at 307,880 thousand euros, essentially influenced by the following factors:

  • Negative currency conversion effect of 13,290 thousand euros, recorded as a result of the devaluation of the Currencies with which the Group operates in relation to the Euro;

  • Distribution of dividends of 6,300 thousand euros;

  • Positive net income for the period of 8,704 thousand euros;

  • Positive variation in the fair value of the financial assets available for sale, net of deferred tax, of the value of 6,060 thousand euros.

Financial Autonomy shifted from 11.8% as at 31 December 2012 to 11.3% as at 30 June 2013.

The Average Number of Workers at the end of the semester ended on 30 June 2013 was 11,679, reflecting an increase of 7.6% compared with 31 December 2012.

"Teixeira Duarte, S.A." shares appreciated from 0.32 euros as at 31 December 2012 to 0.56 euros as at 30 June 2013.

The graph below shows the evolution of the stock market prices of the shares during the first six months of the year, having varied over this period between a minimum of 0.31 euros and maximum of 0.68 euros.

During this period, 11,037,194 shares were traded on the stock market, with a total turnover of 5,563,733 euros.

III. FACTS WHICH OCCURRED AFTER THE END OF THE 1st SEMESTER 2013

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with there not having been, from the closing of the first semester of 2013 up to the present date, any fact which should be disclosed in relation to this action.

IV. OUTLOOK FOR 2013

For 2013, growth is expected of the activity in various countries of importance in the Group's action in the foreign market, namely a significant increase in Venezuela.

Teixeira Duarte Group's Order Book for the construction sector reached the impressive total value of 2,409,785 thousand euros as at 30 June 2013, even so, recording a decrease of 9.9% relative to 31 December 2012.

Therefore, and not counting any new contracts that may arise, the Group has ensured good business levels in construction in the foreign market which, in spite of the current unfavourable circumstances in the domestic market, has implied that, as a whole, Teixeira Duarte already has contracts to the total value of 642,439 thousand euros for the next six months of 2013 and 689,496 2 thousand euros for 2014, distributed as follows by the markets of operation of the Teixeira Duarte Group:

2nd Sem. 13 Contribution (%) 2014 Contribution (%)
Portugal 69,239 10.8% 38,714 5.6%
Angola 177,641 27.7% 145,141 21.1%
Algeria 87,631 13.6% 138,220 20.0%
Brazil 71,025 11.1% 87,304 12.7%
Mozambique 26,894 4.2% 33,764 4.9%
Venezuela 205,397 32.0% 245,708 35.6%
Other Markets 4,612 0.7% 645 0.1%
Total 642,439 100.0% 689,496 100.0%

(Values in thousand euros)

The development of action in other activity sectors will also be pursued, in particular in Distribution, whenever possible also giving priority to ventures in foreign markets, which, due to their dynamics, are becoming increasingly important in the Teixeira Duarte Group.

For 2013, Teixeira Duarte maintains the forecast of achieving consolidated operating income of 1,500 million euros.

V. NOTES TO THE INTERIM MANAGEMENT REPORT

I. Number of securities 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, subparagraph 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 2013, 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 2012:

Name Capacity Number of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 3,612,550
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 de Sá Viana Rebelo Director 31,160
Jorge Ricardo de Figueiredo Catarino Director (b) 180,000
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (c) 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 Poiares Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Correia & Associados, SROC Statutory Auditor -

(a) 3,570,550 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A.

  • (b) Elected Director at the General Meeting of 25 May 2013.
  • (c) 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 2013:

Name Transaction Sociedade Date Nr. of Shares Price per Share
Carlos Gomes Baptista Acquisition TEIXEIRA DUARTE, S.A. 17-Jun-13 37,037 0.54 €

III - Number of shares held by Members of the Governing Bodies as at 30 June 2013:

Name Capacity Nr. of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 3,612,550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575
Joel Vaz Viana de Lemos Director 433,862
Carlos Gomes Baptista Director 62,671
Diogo Bebiano de Sá Viana Rebelo Director 31,160
Jorge Ricardo de Figueiredo Catarino Director (b) 180,000
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (c) 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 Poiares Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Correia & Associados, SROC Statutory Auditor -

(a) 3,570,550 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A.

(b) Elected Director at the General Meeting of 25 May 2013.

(c) 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 who, as at 30 June 2013 and according to the records of the Company and information received, own at least one tenth of the share capital.

Company Nr. shares as at 30.06.2013 % Equity
TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. 197,950,000 47.13%
MIDINVEST, S.G.PS., Sociedade Unipessoal Lda. 42,063,542 10.02%

LIST OF OWNERS OF QUALIFYING HOLDINGS AS AT 30 JUNE 2013

In compliance with the applicable legal and regulatory provisions, namely those established in subparagraph 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 June 2013, 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 subparagraphs f) below –, a qualifying holding in the share capital and voting rights of the company TEIXEIRA DUARTE, S.A. of 223,644,621 (two hundred and twenty-three million, six hundred and forty-four thousand and six hundred and twenty-one) shares, corresponding to 53.25% of the share capital and respective voting rights, as a result of:
  • a) 197,950,000 shares owned directly by it, corresponding to 47.13% of the share capital and voting rights;
  • b) 5,800,000 shares held by its participated company NGDI Gestão e Investimento Imobiliário, S.A., corresponding to 1.38% of the share capital and voting rights;
  • c) 12,032,400 shares owned by members of the Board of Directors of TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A., corresponding to 2.86% of the share capital and voting rights (none of whom, individually, reach any qualifying holding);
  • d) 7,862,221 shares owned by members of the Board of Directors of NGDI Gestão e Investimento Imobiliário, S.A. who are not members of the Board of Directors of the company indicated in subparagraph c) above, corresponding to 1.87% 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. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of a de 42,096,542 shares, corresponding to 10.023% of the share capital and voting rights, as a result of:
  • a) 33,000 shares held directly by him, corresponding to 0.008% of the share capital and voting rights;
  • b) 42,063,542 shares held by the company controlled directly by him MIDINVEST, S.G.P.S., Sociedade Unipessoal, Lda., corresponding to 10.015% of the share capital and voting rights.
    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 42,000,216 shares, corresponding to 10.0001% of the share capital and voting rights, as a result of:
  • a) 500 shares held by Banco Comercial Português, 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*.

Interim Report - 1 st Semester of 2013

    1. Pedro Pereira Coutinho Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 10,300,000 shares, owned directly by him, corresponding to 2.45% 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 subparagraph 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 was 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 the companies included in its consolidation perimeter. Likewise, the interim management report faithfully discloses information on the important events which occurred in the first six months of 2013 and the impact on the respective financial statements, as well as a description of the main risks and uncertainties for the following six months.

Lagoas Park, 30 August 2013

The Board of Directors,

Chairman: Pedro Maria Calainho Teixeira Duarte

Directors:

Manuel Maria Calainho de Azevedo Teixeira Duarte

Joel Vaz Viana de Lemos

Carlos Gomes Baptista

Diogo Bebiano Branco de Sá Viana Rebelo

Jorge Ricardo de Figueiredo Catarino

Consolidated Financial Statements - 1st Semester2013

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013 AND 31 DECEMBER 2012 (Values expressed in thousand euros) (Unaudited)

Notes 30/06/2013 31/12/2012
Non-current assets:
Goodwill 30,116 29,715
Intangible assets 34,842 31,281
Tangible fixed assets 13 550,806 529,775
Investment properties 14 492,501 498,236
Investments in associates 7 and 15 37,702 50,709
Financial assets available for sale 7 and 17 53,968 48,597
Other investments 15,410 14,546
Deferred tax assets 18 121,141 111,912
Customers 59,530 58,091
Other receivables 84 79
Other non-current assets 1,663 1,716
Total non-current assets 1,397,763 1,374,657
Current assets:
Inventories 325,795 313,575
Customers 518,250 476,851
Other receivables 63,474 64,095
Cash and cash equivalents 20 157,289 246,063
Other investments 8,495 10,888
Other current assets 254,279 281,357
Total non-current assets 1,327,582 1,392,829
TOTAL ASSETS 7 2,725,345 2,767,486
Equity:
Share capital 21 210,000 210,000
Adjustments of holdings in associates 1,955 1,607
Currency conversion adjustments (15,327) (3,671)
Reserves and retained earnings 61,365 20,066
Consolidated net income 8,937 24,003
Equity attributable to shareholders 266,930 252,005
Non-controlling interests 40,950 73,863
TOTAL EQUITY 307,880 325,868
Non-current liabilities:
Loans 23 446,543 401,060
Provisions 33,089 38,203
Financial leases 197,203 199,580
Deferred tax liabilities 18 57,081 57,979
Other payables 14,417 15,110
Other non-current liabilities 103,726 177,793
Total non-current liabilities 852,059 889,725
Current liabilities:
Loans 23 916,099 834,905
Suppliers 143,040 187,830
Financial leases 25,537 22,015
Other payables 22,821 19,097
Other current liabilities 457,909 488,046
Total current liabilities 1,565,406 1,551,893
TOTAL LIABILITIES 7 2,417,465 2,441,618
TOTAL LIABILITIES AND EQUITY 2,725,345 2,767,486

The notes are an integral part of the consolidated statement of financial position as at 30 June 2013.

CONSOLIDATED INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2013 AND 2012 (Values expressed in thousand euros) (Unaudited)

Notes 1st Sem. 13 1st Sem. 12 2ndQ13 2nd Q 12
Operating income:
Sales and services rendered 7 and 8 734,829 588,404 392,549 304,950
Other operating income 8 18,106 19,692 6,496 10,430
Total operating income 8 752,935 608,096 399,045 315,380
Operating costs:
Cost of sales (262, 601) (223, 376) (152, 258) (118, 803)
Change in production (2, 443) (94) (1, 349) (38)
External supplies and services (217, 309) (160, 265) (108, 164) (75, 385)
Staff costs (129, 642) (111,006) (67, 565) (58, 747)
Amortisation and depreciation $\overline{7}$ (29, 042) (27,909) (14, 763) (14, 187)
Provisions and impairment losses in depreciable and amortisable assets and Goodwil $\overline{7}$ (583) 329 537 (1, 452)
Other operating costs (37, 977) (27, 424) (20, 415) (15, 833)
Total operating costs (679, 597) (549, 745) (363, 977) (284, 445)
Net operating income $\overline{7}$ 73,338 58,351 35,068 30,935
Financial costs and losses 7 and 9 (83, 837) (84,008) (41, 253) (41,000)
Financial income and gains 7 and 9 28,891 42,104 11,937 14,531
Earnings from investment activities:
Earnings from associates 7 and 9 (894) (996) (573) 1,362
Other 7 and 9 1,949 (17, 470) 497 (17,063)
Financial results (53,891) (60, 370) (29, 392) (42, 170)
Pre-tax profit $\overline{7}$ 19,447 (2,019) 5,676 (11, 235)
Income tax 10 (10, 743) (2,059) (3, 762) 3,491
Consolidated net income for the period 8,704 (4,078) 1,914 (7, 744)
Net income attributable to:
Shareholders 11 8,937 (3,575) 1,764 (9, 811)
Non-controlling interests (233) (503) 150 2,067
Earnings per share:
Basic (euros) 11 0.02 (0.01) 0.00 (0.02)
Diluted (euros) 11 0.02 (0.01) 0.00 (0.02)

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2013 AND 2012 (Values expressed in thousand euros) (Unaudited)

Notes 1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
Consolidated net income for the period 8,704 (4,078) 1,914 (7,744)
Income and costs that will not be subsequently reclassified to net income
Other changes in equity (15,492) (5,041) (13,192) (4,186)
(15,492) (5,041) (13,192) (4,186)
Income and costs that may be subsequently reclassified to net income
Fair value of financial assets available for sale 17 6,060 - (545) 294
Currency conversion adjustments (13,290) (5,131) (32,882) 12,522
Adjustments of holdings in associates 15 348 3,595 424 1,707
Hedge financial instruments 1,982 (1,486) 1,423 (1,378)
(4,900) (3,022) (31,580) 13,145
Net income recognised directly in equity (20,392) (8,063) (44,772) 8,959
Comprehensive income for the period (11,688) (12,141) (42,858) 1,215
Comprehensive income attributable to:
Shareholders 21,225 (8,482) (10,977) 1,271
Non-controlling interests (32,913) (3,659) (31,881) (56)

The notes are an integral part of the consolidated comprehensive income statement of the period ended on 30 June 2013.

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY FOR THE PERIODS ENDED ON 30 JUNE 2013 AND 2012 (Values expressed in thousand euros) (Unaudited)

Reserves and retained earnings
Adjustments of Currency Fair Hedge Consolidated Total equity
of holdings conversion Legal Free value operation Retained net attributable Non-controlling
Notes Share capital in associates adjustments reserve reserves reserve reserve earnings income to shareholders interests Total
Balance as at 1 January 2013 210,000 1,607 (3,671) 5,500 65,700 995 (11,011) (41,118) 24,003 252,005 73,863 325,868
Comprehensive income for the period:
Consolidated net income for the period - - - - - - - - 8,937 8,937 (233) 8,704
Variation in currency conversion adjustments - - (11,656) - - - - - - (11,656) (1,634) (13,290)
Variation in fair value and disposal of financial assets
available for sale 17 - - - - - 6,060 - - - 6,060 - 6,060
Effect of hedge operations - - - - - - 1,982 - - 1,982 - 1,982
Effect of the application of the equity method 15 - 348 - - - - - - - 348 - 348
Other - - - - - - - 15,554 - 15,554 (31,046) (15,492)
Operations with shareholders in the period:
Appropriation of the consolidated net income for 2012: (17,703)
Transfer to retained earnings
Dividends distributed
12 - - - 4,500 9,678 - - 3,525 (6,300) -
(6,300)
- -
(6,300)
Balance as at 30 June 2013 -
210,000
-
1,955
-
(15,327)
-
10,000
-
75,378
-
7,055
-
(9,029)
-
(22,039)
8,937 266,930 -
40,950
307,880
Reserves and retained earnings
Adjustments of Currency Fair Hedge Consolidated Total equity
of holdings
in associates
conversion Legal
reserve
Free
reserves
value
reserve
operation
reserve
Retained net
income
attributable
to shareholders
Non-controlling
interests
Total
Notes Share capital adjustments earnings
Balance as at 1 January 2012 420,000 (1,205) 31,018 5,500 37,483 (13,980) (8,558) (13,749) (200,437) 256,072 76,579
332,651
Comprehensive income for the period:
Consolidated net income for the period -
-
-
-
- -
-
-
-
-
-
-
-
-
-
(3,575)
-
(3,575) (503)
254
(4,078)
Variation in currency conversion adjustments (5,385) (5,385)
Variation in fair value and disposal of financial assets
available for sale
17 - - - - - - - - - - - -
- - - - - - - - -
Effect of hedge operations
Effect of the application of the equity method
15 - 3,595 - - - - (1,486)
-
- - (1,486)
3,595
-
Other - - - - - - - (1,631) - (1,631) (3,410) (5,131)
(1,486)
3,595
(5,041)
Operations with shareholders in the period:
Appropriation of the consolidated net income for 2011:
Transfer to retained earnings
Balance as at 30 June 2012
-
420,000
-
2,390
-
25,633
-
5,500
-
37,483
-
(13,980)
-
(10,044)
(200,437)
(215,817)
200,437
(3,575)
-
247,590
-
72,920
-
320,510

The notes are an integral part of the consolidated statement of changes in equity for the period ended on 30 June 2013.

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2013 AND 2012 (Values expressed in thousand euros) (Unaudited)

Notes 1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
OPERATING ACTIVITIES:
Receipts from customers 614,370 716,463 351,607 363,121
Payments to suppliers (529,426) (420,626) (280,581) (199,055)
Payments to staff (126,638) (110,755) (68,795) (58,682)
Cash flow generated by operations (41,694) 185,082 2,231 105,384
Income tax payment/receipt (24,473) (26,216) (19,422) (17,444)
Other receipts/payments relative to operating activity (27,330) (79,178) (13,082) (50,588)
Cash flow from operating activities (1) (93,497) 79,688 (30,273) 37,352
INVESTMENT ACTIVITIES:
Receipts derived from:
Financial investments 20 27,238 4,900 18,554 459
Tangible fixed assets and investment properties 2,542 3,448 1,561 2,097
Interest and similar income 7,435 9,012 3,028 5,342
Dividends 20 1,324 1,392 178 750
38,539 18,752 23,321 8,648
Payments relative to:
Financial investments 20 (36,266) (12,053) (30,312) (3,532)
Tangible fixed assets and investment properties (55,349) (49,751) (37,930) (28,212)
Intangible assets (803) (3,798) (515) (3,786)
(92,418) (65,602) (68,757) (35,530)
Cash flow from investment activities (2) (53,879) (46,850) (45,436) (26,882)
FINANCING ACTIVITIES:
Receipts derived from:
Loans raised 1,677,239 970,164 832,304 519,970
Payments relative to:
Loans raised (1,550,562) (996,941) (760,952) (538,577)
Interest and similar costs (39,247) (40,061) (20,722) (24,527)
Dividends 12 (6,300) - (6,300) -
(1,596,109) (1,037,002) (787,974) (563,104)
Cash flow from financing activities (3) 81,130 (66,838) 44,330 (43,134)
Variation in cash and cash equivalents (4)=(1)+(2)+(3) (66,246) (34,000) (31,379) (32,664)
Effect of currency conversion differences (22,528) 5,278 (5,427) 11,817
Cash and cash equivalents at the beginning of the period 20
20
246,063 291,693 194,095 283,818
Cash and cash equivalents at the end of the period 157,289 262,971 157,289 262,971

The notes are an integral part of the cash flow statement of the period ended on 30 June 2013.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2013 (Unaudited)

1 - INTRODUCTION

TEIXEIRA DUARTE, S.A. ("Company" or "TD, S.A.") with head office in Porto Salvo, was incorporated on 30 November 2009, with share capital of 420,000,000 euros, represented by 420,000,000 shares with the nominal value of 1 euro each, and its core business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its business Group.

On 19 October 2012, the share capital was reduced to 210,000,000 euros, henceforth being represented by 420,000,000 shares with the nominal value of 0.50 euros.

The business group of TEIXEIRA DUARTE ("Group") is composed of the participated companies indicated in Notes 4, 15 and 16. The Group's core businesses are Construction; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automobile (Note 7).

The values indicated herein are expressed in thousand euros, unless indicated otherwise.

2 - BASIS OF PRESENTATION

The consolidated financial statements as at 30 June 2013 were prepared on a going concern basis, using the accounting records of the Company and companies included in the consolidation perimeter, pursuant to accounting policies consistent with the International Financial Reporting Standards ("IFRS"), as adopted in the European Union, effective for periods beginning on 1 January 2013 and in conformity with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

During the semester ended on 31 June 2013, there were no alterations to the accounting policies considered in the preparation of the financial information relative to the financial year ended on 31 December 2012, including new standards and interpretations, amendments or revisions endorsed by the European Union, of significant impact on the Consolidated Financial Position or Consolidated Net Income of the operations, and no material errors were recorded or significant alterations made to accounting estimates relative to previous years.

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 30 June 2013, 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
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%
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%
MARINERTES, S.A. Edifício 1, Lagoas Park
Porto Salvo
51.00%
RECOLTE, Serviços e Meio Ambiente, 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 100.00%
TDHOSP - Gestão de Edifício Hospitalar, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
100.00%
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park 100.00%
Fundo de Investimento Imobiliário Fechado TDF Porto Salvo
Edifício 2, Lagoas Park
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
Porto Salvo
100.00%
IMOTD - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
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 Edifício 2, Lagoas Park 100.00%
Investimentos Imobiliários, S.A.
TRANSBRITAL - Transportes e Britas Pio Monteiro
Porto Salvo
Pedreira das Perdigueiras - Laveiras
100.00%
& Filhos, S.A.
V8 - Gestão Imobiliária, S.A.
Paço de Arcos
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park 100.00%
EVA - Sociedade Hoteleira, S.A. Porto Salvo
Av. República, nº 1
Faro
100.00%
GO CORP TRAVEL SOLUTIONS – Agência
de Viagens, S.A.
Rua da Comunidade Lusíada, nº 2, Letra C
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 – DISTRIBUIÇÃO, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
ENERGY
ACG - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
48.61%
DIGAL - Distribuição e Comércio, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
47.50%
DNGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
50.00%
MERCAPETRO - Produtos Petrolíferos, S.A. (b) Rua Óscar da Silva, 2243
Leça da Palmeira
49.09%
MULTIGÁS - Sociedade Comercial e
Distribuidora de Gás, S.A. (b)
Rua das Lagoas - Campo Raso
Sintra
47.50%
PETRIN - Petróleos e Investimentos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
47.91%
PPS - Produtos Petrolíferos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
50.00%
PTG - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
47.50%
TDARCOL - SGPS, S.A. (c) Edifício 1, Lagoas Park
Porto Salvo
50.00%
AUTOMOBILE
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00%
Funchal
Corporate name Head office Effective percentage
holding
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 100.00%
TDO - SGPS, S.A. Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
100.00%
TEDAL - SGPS, S.A. Funchal
Edifício 2, Lagoas Park
Porto Salvo
100.00%
EXTERNAL MARKET
SOUTH AFRICA
DISTRIBUTION
Global Net Distributors (Pty) Ltd. Po Box 15318
Farrarmere – Benon – Gauteng 1518
South Africa
100.00%
ANGOLA
CONSTRUCTION
ANGOCIME - Cimentos de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00%
BEL-ere – Engenharia e Reabilitação de Estruturas Luanda
Alameda Manuel Van-Dúnem, 318
100.00%
Angola, Lda.
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
Hoteleiros, Lda.
Rua Comandante Gika – Bairro Maiango
Luanda
100.00%
Corporate name Head office Effective percentage
holding
ANGOIMO - Empreendimentos e Construções, Lda. 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
CND – Companhia Nacional de Distribuição, 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%
AUTO 8, Lda. Cine Atlântico - Luanda
Via A-1, Lote CCB-5 - Pólo Automóvel
100.00%
COMÉRCIO DE AUTOMÓVEIS, Lda. 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)
Luanda
51.00%
ALGERIA
CONSTRUCTION
TEIXEIRA DUARTE ALGERIE, SPA Parc Miremont, Rue A, nº 136 Bouzareah
Alger
99.94%
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800 100.00%
SOMAFEL – Obras Ferroviárias e Marítimas, Ltda. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 – sala 306
Bairro São Pedro – Belo Horizonte
60.00%
CONCESSIONS AND SERVICES
GONGOJI Montante Energia, S.A. Rua Major Lopes, 800 - sala 310 100.00%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 306
100.00%
TABOQUINHA Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 308
Bairro São Pedro - Belo Horizonte
100.00%
REAL ESTATE
TDPG - Empreendimentos Imobiliários
e Hoteleiros, Ltda.
Avenida Domingos Ferreira nº 4060, sala 301
Boa Viagem - Cidade de Recife
100.00%
Corporate name Head office Effective percentage
holding
TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - Elisa de Moraes, Empreendimentos
Imobiliários, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
90.00%
TDSP - Bela Vista, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Galeno de Castro, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Maratona, Empreendimentos Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65%
Imobiliários, SPE, Ltda.
TDSP - Direitos Humanos, Empreendimentos
Imobiliários, SPE, Ltda.
Itaim Bibi - São Paulo
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Alta Vista I, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Verum Mooca, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Gilberto Sabino, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
95.00%
TDSP – Alta Vista II, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Gualaxos, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Alta Vista III, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Zanzibar, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.50%
TDSP – Dionísio da Costa, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.50%
TDSP - 11, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - 12, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Volta Redonda, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - 14, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Alta Vista IV, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - 16, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - 17, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
DISTRIBUTION
TDD – Distribuição Brasil, Ltda. Rua Iguatemi, nº 448, 6º andar, Conjunto 602
Itaim Bibi - São Paulo
100.00%
CYPRUS
OTHER
-------

LEVENEL, Limited Irakli, Egkomi, 2413 100.00% Nicosia

Corporate name Head office Effective percentage
holding
SPAIN
CONCESSIONS AND SERVICES
RECOLTE, Servicios y Medioambiente, S.A.U. Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
GIBRALTAR
CONSTRUCTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road
Gibraltar
100.00%
MACAU
CONCESSIONS AND SERVICES
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 Av. 24 de Julho, 135 100.00%
Hoteleiros, Lda.
Sociedade Hotel Tivoli, Lda.
Maputo
Av. 25 de Setembro, 1321
65.00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Maputo
Av. 24 de Julho, 141
Maputo
98.63%
NAMIBIA
CONCESSIONS AND SERVICES
KARIBIB Portland Cement (PTY) P O Box 9574 Windhoek 95.00%
KPC Trading and Services Namibia
P O Box 2143 Windhoek
57.00%
SQUIRREL Investments 115 PTY, Ltd. Namibia
P O Box 2143 Windhoek
Namibia
95.00%
Corporate name Head office Effective percentage
holding
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company Murmansk
Russia
70.00%
VENEZUELA
CONSTRUCTION
Consorcio Boyacá – La Guaira Av. San Juan Bosco Ota Coromoto no
Aplica Urb. Altamira – Caracas
Venezuela
57.20%
TEGAVEN - Teixeira Duarte y Asociados, C.A. (a) Av. Este, 6 - Edif. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
17.04%

(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.

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the semester ended on 30 June 2013, no companies entered or left the consolidation perimeter, relative to the consolidation perimeter as at 31 December 2012 and 2011, respectively.

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 2013 and 31 December 2012, as well as the results of the operations developed in countries where the functional currency is different from the Euro, for the semesters ended on 30 June 2013 and 2012:

Closing rate Average rate
Currency 30/06/2013 31/12/2012 Var 30/06/2013 30/06/2012 Var
US Dollar 1.3080 1.3194 (0.86%) 1.3119 1.3017 0.79%
Macaense Pataca 10.4521 10.5328 (0.77%) 10.4843 10.4052 0.76%
Mozambican Metical 38.9200 39.2400 (0.82%) 39.3029 35.6957 10.11%
Venezuelan Bolivar 8.2301 5.6664 45.24% 7.4917 5.5905 34.01%
Angolan Kwanza 125.1330 126.8460 (1.35%) 125.5944 125.2234 0.30%
Algerian Dinar 104.8468 103.1890 1.61% 103.3164 98.2997 5.10%
Moroccan Dirham 11.1534 11.1526 0.01% 11.1360 11.1137 0.20%
Brazilian Real 2.8899 2.7036 6.89% 2.6900 2.4270 10.84%
Ukrainian Hryvnia 10.6661 10.6212 0.42% 10.6586 10.4647 1.85%
Namibian Dollar 13.0704 11.1727 16.99% 12.1350 10.3066 17.74%
Cape Verdean Escudo 110.2650 110.2650 - 110.2650 110.2650 -
Russian Rouble 42.8450 40.3295 6.24% 40.8468 40.1999 1.61%
Tunisian Dinar 2.1683 2.0492 5.81% 2.0928 1.9925 5.03%
South Africa Rand 13.0704 11.1727 16.99% 12.1350 10.3066 17.74%
Columbian Peso 2,513.5600 2,331.3800 7.81% 2,406.3000 n.a. -

7 - OPERATING SEGMENTS

The Group organises its activity according to the following business segments:

  • Construction;
  • Concessions and services;
  • Real estate;
  • Hotel services;
  • Distribution;
  • Energy;
  • Automobile.

The sales and services rendered and the results of each operating segment referred to above for the semesters ended on 30 June 2013 and 2012, were as follows:

Sales and services rendered
1st Sem. 13 1st Sem. 12 Net operating income
Segment Customers
abroad
Inter-segmental Total Customers
abroad
Inter-segmental Total 1st Sem. 13 1st Sem. 12
Construction 351,127 32,513 383,640 247,699 29,039 276,738 22,526 (245)
Concessions and services 34,802 8,731 43,533 29,873 7,410 37,283 6,610 3,619
Real estate 39,506 7,311 46,817 32,858 5,765 38,623 9,002 16,225
Hotel services 38,912 7,059 45,971 40,046 3,329 43,375 9,841 14,264
Distribution 98,114 4,116 102,230 73,752 3,903 77,655 10,514 10,066
Energy 59,477 1,327 60,804 64,429 1,298 65,727 1,239 941
Automobile 112,891 6,141 119,032 99,747 3,719 103,466 21,286 18,459
Not allocated to segments - - - - - - (7,702) (4,994)
Elimination - (67,198) (67,198) - (54,463) (54,463) 22 16
734,829 - 734,829 588,404 - 588,404 73,338 58,351
Financial costs and losses (Note 9) (83,837) (84,008)
Financial income and gains (Note 9) 28,891 42,104
Earnings from investment activities (Note 9) 1,055 (18,466)
Pre-tax profit 19,447 (2,019)

Inter-segmental transactions are carried out under market conditions and terms, equivalent to transactions made with third parties.

Other information:

Segment Fixed capital expenditure Amortisation and
depreciation through profit
or loss
Provisions and impairment
losses
1st Sem. 13 1st Sem. 12 1st Sem. 13 1st Sem. 12 1st Sem. 13 1st Sem. 12
Construction 35,453 22,953 16,086 16,062 610 (334)
Concessions and services 2,386 2,103 2,029 1,934 5 5
Real estate 566 400 2,550 1,482 (32) -
Hotel services 3,041 5,383 3,941 5,093 - -
Distribution 13,519 8,034 2,595 1,872 - -
Energy 4,610 1,900 908 933 - -
Automobile 3,418 568 932 532 - -
Not allocated to segments - - 1 1 - -
62,993 41,341 29,042 27,909 583 (329)

The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 30 June 2013 and 31 December 2012, are as follows:

Assets Liabilities
30/06/2013 31/12/2012
Segment Investments in
associates
(Note 15)
Financial
assets
available for
sale (Note
17)
Other
assets
Total Investments in
associates
(Note 15)
Financial
assets
available for
sale (Note
17)
Other assets Total 30/06/2013 31/12/2012
Construction 3,978 - 1,721,646 1,725,624 5,427 - 1,651,788 1,657,215 1,297,454 1,196,820
Concessions and services 788 17,623 229,724 248,135 837 19,031 228,447 248,315 155,160 157,604
Real estate 79 31,200 1,564,324 1,595,603 87 25,542 1,576,859 1,602,488 927,082 1,183,739
Hotel services - - 310,220 310,220 - - 314,520 314,520 230,084 281,124
Distribution - - 181,769 181,769 - - 154,397 154,397 148,141 118,529
Energy 24 - 87,222 87,246 24 - 79,698 79,722 59,303 52,289
Automobile - - 173,776 173,776 - - 151,887 151,887 133,915 118,917
Not allocated to segments 32,833 5,145 359,708 397,686 44,334 4,024 337,019 385,377 61,445 50,818
Elimination - - (1,994,714) (1,994,714) - - (1,826,435) (1,826,435) (595,119) (718,222)
37,702 53,968 2,633,675 2,725,345 50,709 48,597 2,668,180 2,767,486 2,417,465 2,441,618
Sales and services rendered Non-monetary non-current
assets
Geographic segment 1st Sem. 13 1st Sem. 12 30/06/2013 31/12/2012
Portugal 156,349 181,502 632,385 630,462
Angola 371,277 294,529 346,616 337,040
Algeria 26,547 23,280 9,884 11,592
Brazil 35,301 42,004 49,860 41,644
Spain 12,135 11,116 9,311 12,236
Mozambique 28,599 14,301 24,390 23,088
Venezuela 101,159 16,635 34,255 31,044
Other 3,462 5,037 1,564 1,901
734,829 588,404 1,108,265 1,089,007

The sales, services rendered and information on non-current non-monetary assets by geographical segment are broken down as follows for the semesters ended on 30 June 2013 and 2012 and as at 30 June 2013 and 31 December 2012, respectively:

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

8 - OPERATING INCOME

For the periods ended on 30 June 2013 and 2012, the operating income was as follows:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
Sales and services rendered:
Sales 621,117 460,617 331,647 243,625
Services rendered 113,712 127,787 60,902 61,325
734,829 588,404 392,549 304,950
Other operating income:
Own work capitalised (a) 4,210 1,785 1,196 1,077
Inventory gains 3,102 1,231 754 616
Disposal of assets (b) 2,245 2,723 1,525 1,573
Supplementary income 2,214 3,922 838 1,813
Reversal of inventory impairment losses 1,762 76 378 56
Tax refunds 1,552 1,876 333 21
Variation in the fair value of investment properties 67 2,163 (193) 317
Other operating income 2,954 5,916 1,665 4,957
18,106 19,692 6,496 10,430
752,935 608,096 399,045 315,380

(a) - Own work capitalised essentially corresponds to costs associated to the construction of buildings.

(b) - The gains indicated above were obtained through the disposal of tangible fixed assets.

9 - FINANCIAL RESULTS

The financial results for the periods ended on 30 June 2013 and 2012 were as follows:

1st S 13 1st S 12 2nd Q 13 2nd Q 12
Financial costs and losses:
Interest paid (39,889) (40,315) (21,002) (21,517)
Unfavourable currency conversion differences (30,674) (28,160) (13,207) (10,779)
Other financial costs and losses (13,274) (15,533) (7,044) (8,704)
(83,837) (84,008) (41,253) (41,000)
Financial income and gains:
Interest received 8,769 9,886 4,593 5,745
Favourable currency conversion differences 17,786 29,278 6,011 7,494
Cash discounts received 301 260 172 125
Other financial income and gains 2,035 2,680 1,161 1,167
28,891 42,104 11,937 14,531
Earnings from investment activities:
Earnings from associates (a) (894) (996) (573) 1,362
Dividends (b) 1,158 1,169 12 746
Other investments 316 (1,531) 10 (701)
Gains / losses in the measurement of assets available for sale (Note 17) 475 (17,108) 475 (17,108)
1,055 (18,466) (76) (15,701)
Financial results (53,891) (60,370) (29,392) (42,170)

(a) - The earnings from associated companies relative to the semesters ended 30 June 2013 and 2012 include the effect of the application of the equity method to the investments in associates of (1,165) and (996) thousand euros, respectively (Note 15).

During the semester ended on 30 June 2013, the Group sold 20% of the share capital of "VOTORANTIM Macau Investimentos, S.A.", having recorded capital gains of 271 thousand euros.

(b) - As at 30 June 2013 the values presented correspond to dividends received from "Financial assets available for sale" of 273 thousand euros (264 thousand euros as at 30 June 2012) and the rest is from "Other investments".

During the semesters ended on 30 June 2013 and 2012, no interest was capitalised on the acquisition cost of qualifying assets.

10 - INCOME TAX

"TD, S.A." and most of the companies in which it holds a stake, based in Portugal, are subject to Corporate Income Tax (IRC) at the rate of 25%. Entities which record taxable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as well as the State Surcharge, incident on the portion of taxable profit in excess of 1,500,000 euros and 7,500,000 euros, at the rates of 3% and 5%, respectively. Regardless of the profit for tax purposes recorded for the year, the entities referred to above are also subject to autonomous taxation on the expenses and at the rates established in article 88 of the Corporate Income Tax Code.

For the calculation of the taxable profit, to which the aforesaid tax rates are applied, after deduction of the tax losses carried forward, non-acceptable amounts for tax purposes are added to and/or subtracted from the book value profit. These differences between the book value profit or loss and the profit or loss for tax purposes may be of a temporary or permanent nature.

"TD, S.A." and its subsidiaries whose equity is at least 90% held, directly and indirectly, with head office and effective management located in Portugal, are taxed under the special taxation scheme for groups of companies (RETGS). This scheme consists of the aggregation of the taxable assets and liabilities of all the companies included in the consolidation perimeter, as provided in article 63 of the Corporate Income Tax Code, with the application of the IRC rates to the overall amount obtained in this manner, after deduction of the tax losses carried forward. The value of tax calculated in this form is increased by the Municipal and State Surcharge, if applicable, calculated individually and at the rates referred to above, as well as by the autonomous taxation calculated for each company.

Pursuant to the legislation in force, tax returns in Portugal may be reviewed and corrected by the tax authorities for a period, in general, of four years (five years for Social Security).

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 reported as at 30 June 2013.

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).

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
Current tax:
Income tax in Portugal (5,985) (7,442) (590) (3,680)
Income tax in other jurisdictions (18,019) (10,497) (7,784) (3,906)
Current tax (24,004) (17,939) (8,374) (7,586)
Deferred tax (Note 18): 13,261 15,880 4,612 11,077
(10,743) (2,059) (3,762) 3,491

The income taxes recognised for the periods ended on 30 June 2013 and 2012 are as follows:

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to (1,197) thousand euros were recorded directly in equity as at 30 June 2013, and (115) thousand euros as at 30 June 2012) (Note 18).

11 - EARNINGS PER SHARE

Earnings per share for the periods ended on 30 June 2013 and 2012 were calculated taking into account the following amounts:

1st S 13 1st S 12 2nd Q 13 2nd Q 12
Net income for the effect of calculating earnings per basic share (net income for the period) 8,937 (3,575) 1,764 (9,811)
Weighted average number of shares for the effect of calculating earnings per basic share (thousand) 420,000 420,000 420,000 420,000
Earnings per basic share 0.02 (0.01) 0.00 (0.02)

Since for the financial years ended on 30 June 2013 and 2012 there are 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 25 May 2013, deliberated the distribution of dividends of the value of 6,300 thousand euros, corresponding to 0.015 euros per share, taking into consideration the separate financial statements of the Company as at 31 December 2012.

During the semester ended on 30 June 2012 there was no deliberation or payment of dividends.

13 - TANGIBLE FIXED ASSETS

During the semesters ended on 30 June 2013 and 2012, the movements which occurred in the tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

Land Buildings Other Tangible fixed Advances
& natural & other Basic Transport Tools & Administrative tangible fixed assets for tangible
resourcesconstructions equipment equipment utensils equipment fixed assets in progress fixed assets Total
Gross assets:
Balance as at 1 January 2012 36,871 409,024 358,935 78,270 32,644 39,457 21,127 25,356 - 1,001,684
Currency conversion adjustments 14 4,653 2,271 139 46 560 439 370 - 8,492
Additions - 2,808 13,649 3,091 1,351 1,327 1,058 13,523 - 36,807
Transfers and write-offs (2,820) (540) (8,943) (1,284) 8 (1,090) (3,950) (8,275) - (26,894)
Disposals (24) (128) (4,351) (577) (163) (103) (8) - - (5,354)
Balance as at 30 June 2012 34,041 415,817 361,561 79,639 33,886 40,151 18,666 30,974 - 1,014,735
Balance as at 1 January 2013 33,826 409,352 378,473 79,547 36,997 40,160 18,723 43,985 183 1,041,246
Currency conversion adjustments (496) 397 (7,594) (1,648) (551) (197) 108 (1,408) (57) (11,446)
Additions - 2,029 20,784 5,838 2,115 1,345 858 26,076 - 59,045
Transfers and write-offs (1,320) 2,057 1,715 964 336 76 (2,791) 79 (126) 990
Disposals (33) (270) (2,234) (1,339) (40) (197) (105) - - (4,218)
Balance as at 30 June 2013 31,977 413,565 391,144 83,362 38,857 41,187 16,793 68,732 - 1,085,617
Accumulated depreciation
and impairment losses:
Balance as at 1 January 2012 166 100,846 268,589 53,225 28,462 30,426 4,781 - - 486,495
Currency conversion adjustments - 1,583 721 289 16 461 38 - - 3,108
Reinforcements 1 7,241 12,983 5,140 631 1,340 237 - - 27,573
Transfers and write-offs - (73) (9,391) (3,044) (39) (818) (25) - - (13,391)
Disposals - (110) (3,598) (524) (93) (93) (4) - - (4,422)
Balance as at 30 June 2012 167 109,487 269,304 55,086 28,977 31,316 5,027 - - 499,363
Balance as at 1 January 2013 166 112,991 274,973 57,899 28,900 31,386 5,156 - - 511,471
Currency conversion effect - 466 (1,082) (574) (28) 35 12 - - (1,171)
Reinforcements - 7,128 13,352 5,064 1,260 1,464 285 - - 28,553
Transfers and write-offs - (181) 434 (210) (74) (93) (106) - - (230)
Disposals - (251) (2,062) (1,313) (39) (143) (4) - - (3,812)
Balance as at 30 June 2013 166 120,153 285,615 60,866 30,019 32,649 5,343 - - 534,811
Net value:
As at 30 June 2012 33,874 306,330 92,257 24,553 4,909 8,835 13,639 30,974 - 515,372
As at 30 June 2013 31,811 293,412 105,529 22,496 8,838 8,538 11,450 68,732 - 550,806

The additions to tangible fixed assets carried out during the semester ended on 30 June 2013 essentially refer to investments in facilities and equipment.

As at 30 June 2013, the tangible assets in progress include 50,769 thousand euros relative to buildings and other constructions in progress, in particular the following:

  • For the Distribution sector, the expansion of the network of shops in Angola;

  • For the Energy sector, the development of the tank facility project in Aveiro;

14 - INVESTMENT PROPERTIES

During the semesters ended on 30 June 2013 and 2012, the movement which occurred in investment properties was as follows:

2013 2012
Balance as at 1 January 498,236 522,016
Currency conversion adjustments 632 2,137
Increases / disposals (1,903) (1,194)
Variation in fair value (2,022) 2,163
Transfers with tangible fixed assets (2,442) 595
Balance as at 30 June 492,501 525,717

The income gained from investment properties arising from operating lease contracts reached 14.776 thousand euros for the semester ended on 30 June 2013 (15,581 thousand euros as at 30 June 2012). Direct operating costs related to investment properties, for the semester ended on 30 June 2013, reached 1,994 thousand euros (1,648 thousand euros as at 30 June 2012).

15 - INVESTMENTS IN ASSOCIATES

The following associates were recorded through the equity method as at 30 June 2013:

Corporate name Head office Effective percentage
holding
ALVORADA PETRÓLEO, S.A. Rua Major Lopes, 800, 3º andar 43.20%
Belo Horizonte - Minas Gerais - Brazil
ALSOMA, GEIE. 3 Av André Malraux 27.00%
Levallois Peret
AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park 21.32%
Porto Salvo
CONSORCIO MINERO LUSO VARGAS C.A. Av. La Armada, Edifício Centro Socialista Demivargas, Piso 4 49.00%
(CONLUVAR) 1162 La Guaira – Catia La Mar
Limited Liability Company Cement Khutorskya Str., 70 49.00%
Odessa
IMOC - Empreendimentos Imobiliários, S.A.R.L. Av. 24 de Julho, 135 46.40%
Maputo
RPK Gulfstream, Ltd. (a) Tri Ruchja str. 33.60%
183003, Murmansk
SCP AK10 - Empreendimentos e Avenida Alameda Santos, nº 960 - 19º, 25.00%
Participações SPE Ltda. Edifício CYK, Cerqueira César, São Paulo
STELGEST - Gestão Hoteleira, S.A. Edifício 2, Lagoas Park 45.00%
Porto Salvo
TEIX.CO, SPA BP 62B Zone D'Active Dar El Beida 48.78%
Algiers

The investments in associates showed the following movements during the semesters ended on 30 June 2013 and 2012:

Holdings Goodwill Total
Balance as at 1 January 2012 39,180 19,084 58,264
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (996) - (996)
- Effect on equity 3,595 - 3,595
- Dividends received (222) - (222)
Currency conversion adjustments (668) (470) (1,138)
Other (48) - (48)
Balance as at 30 June 2012 40,841 18,614 59,455
Balance as at 1 January 2013 39,006 11,703 50,709
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (1,165) - (1,165)
- Effect on equity 348 - 348
Disposals (a) (11,397) - (11,397)
Currency conversion adjustments (251) (4) (255)
Other (538) - (538)
Balance as at 30 June 2013 26,003 11,699 37,702

(a) - During the semester ended on 30 June 2013, the Group sold 20% of the share capital of "VOTORANTIM Macau Investimentos, S.A." to a non-related party for the value of 11,668 thousand euros (Note 20), which gave rise to capital gains of 271 thousand euros (Note 9).

The investments in associates as at 30 June 2013 and 31 December 2012 are detailed as follows:

30/06/2013 31/12/2012
Associates Holdings Goodwill Value of
financial
position
Holdings Goodwill Value of
financial
position
Limited Liability Company Cement 16,072 11,643 27,715 16,072 11,643 27,715
IMOC - Empreendimentos Imobiliários, S.A.R.L. 5,118 - 5,118 4,506 - 4,506
Alvorada Petróleos, S.A. 3,631 - 3,631 3,975 - 3,975
RPK Gulfstream Ltd. 788 - 788 837 - 837
TEIX.CO, SPA 182 - 182 541 - 541
SCP AK-10 Empreendimentos e Participações SPE LTDA. 23 56 79 27 60 87
VOTORANTIM Macau Investimentos, S.A. - - - 12,113 - 12,113
Other 189 - 189 935 - 935
26,003 11,699 37,702 39,006 11,703 50,709

The aforesaid holdings are recorded through the equity method which, for the semesters ended on 30 June 2013 and 2012, had the following impacts:

Associates Gains and
losses in
associates
(Note 9)
Adjustments
of holdings
Dividends Total
Alvorada Petróleos, S.A. (94) - - (94)
Limited Liability Company Cement (122) 12 - (110)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 295 317 - 612
SCP AK-10 Empreendimentos e Participações SPE LTDA. (2) - - (2)
TEIX.CO, SPA (357) (2) - (359)
Other (885) 21 - (864)
(1,165) 348 - (817)
1st Sem. 12
Associates Gains and
losses in
associates
(Note 9)
Adjustments
of holdings
Dividends Total
Alvorada Petróleos, S.A. (201) 71 (16) (146)
Limited Liability Company Cement 241 (47) - 194
VOTORANTIM Macau Investimentos, S.A. (611) 3,444 - 2,833
IMOC - Empreendimentos Imobiliários, S.A.R.L. 280 (131) - 149
SCP AK-10 Empreendimentos e Participações SPE LTDA. (53) - (39) (92)
TEIX.CO, SPA (506) 225 - (281)
Other (146) 33 (167) (280)
(996) 3,595 (222) 2,377

16 - JOINT VENTURES

As at 30 June 2013, the following participated companies were consolidated through the proportional method, since their management and control is 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
Porto Salvo
14.10%
CAIS DE CRUZEIROS 2ª FASE, ACE 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 8, 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%
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 2013 and 31 December 2012, the following values were included in the Group's consolidated financial statements:

Current assets Non-current assets Current liabilities Non-current liabilities
30/06/2013 31/12/2012 30/06/2013 31/12/2012 30/06/2013 31/12/2012 30/06/2013 31/12/2012
CAIS DE CRUZEIROS - 2ª Fase, ACE 76 95 - - 57 57 18 19
CONBATE, ACE 944 1,098 1 1 514 613 76 131
DOURO LITORAL, ACE 2,395 2,528 4 6 435 344 1,658 1,937
DOURO LITORAL OBRAS ESPECIAIS, ACE 359 542 19 22 306 114 80 80
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 102 113 - - 65 76 143 144
GMP - Grupo Maritimo Português, ACE 1,171 1,215 1 5 1,223 1,262 - -
GMP – Grupo Marítimo Português MEK, ACE 658 674 - - 704 780 - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE 79 80 - - 80 80 - -
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE - 1 - - - 1 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 113 105 - - 113 105 - -
NOVA ESTAÇÃO, ACE 1,074 1,181 3 4 1,074 1,221 - -
SOMAFEL E OFM - Obras do Metro, ACE 3 30 - - 3 30 - -
SOMAFEL/FERROVIAS, ACE 13 35 - - - 15 - -
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 57 56 - - 59 56 - -
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 256 230 - - 256 230 - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 320 321 - - 187 187 - -
7,620 8,304 28 38 5,076 5,171 1,975 2,311

As a result of the consolidation of these participated companies through the proportional consolidation method, for the semesters ended on 30 June 2013 and 2012, the following amounts were included in the Group's consolidated financial statements:

Income Costs
1st S 13 1st S 12 1st S 13 1st S 12
CAIS DE CRUZEIROS - 2ª Fase, ACE 1 6 1 6
CONBATE, ACE 63 8,525 63 8,176
DOURO LITORAL, ACE 369 4,891 317 4,708
DOURO LITORAL OBRAS ESPECIAIS, ACE 1 441 8 50
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 17 9 16 9
GMP - Grupo Maritimo Português, ACE 4 112 81 183
GMP – Grupo Marítimo Português MEK, ACE 9 215 15 245
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE - 1 - 1
NOVA ESTAÇÃO, ACE 14 1 9 30
SOMAFEL/FERROVIAS, ACE - 7 1 11
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 1 3 3
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 23 64 23 64
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE - - - 11
502 14,273 537 13,497

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 18,871 thousand euros as at 30 June 2013 (19,343 thousand euros as at 31 December 2012).

17 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the semesters ended on 30 June 2013 and 2012, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:

2013 2012
Fair value as at 1 January 48,597 70,052
Disposals during the period (1,171) -
Increase / decrease in fair value 6,542 (17,108)
Fair value as at 30 June 53,968 52,944

As at 30 June 2013 and 31 December 2012, the Group held 378,591,628 and 394,211,281 shares in Banco Comercial Português, S.A., respectively, classified as financial assets available for sale.

During the semester ended on 30 June 2013, the Group sold 15,619,653 shares of Banco Comercial Português, S.A. for the value of 1,646 thousand euros, having recorded capital gains of 475 thousand euros (Note 9).

The financial assets available for sale, and their respective cost and market values, as at 30 June 2013 and 31 December 2012, are as follows:

30/06/2013 31/12/2012
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 731,751 36,345 760,114 29,566
Banco Bilbao Vizcaya Argentaria, S.A. 35,958 17,623 35,958 19,031
767,709 53,968 796,072 48,597

18 - DEFERRED TAXES

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

During the semesters ended on 30 June 2013 and 2012, the movements which occurred in deferred tax assets and liabilities were as follows:

Deferred tax assets Deferred tax
liabilities
2013 2012 2013 2012
Balance as at 1 January 111,912 107,000 57,979 65,906
Constitution / Reversal
Net income (Note 10) 12,473 14,940 (788) (940)
Equity (1,197) 536 - 651
Currency conversion effect and adjustments (2,047) (1,865) (110) 219
Balance as at 30 June 121,141 120,611 57,081 65,836

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 the tax losses or deductible tax differences. This assessment was based on the business plans of the Group's companies, periodically reviewed and updated, on the prospects of generating taxable earnings.

As of 1 January 2012, the deduction of tax losses calculated in Portugal, including tax losses calculated before 1 January 2012, is limited to 75% of the taxable profit calculated for the year in which the deduction is made.

19 - RELATED PARTIES

The transactions and balances between "TD,S.A." and the Group's companies included in the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in the present note. The balances and transactions between the Group and its associates, related companies and individuals with significant voting rights and own companies, are detailed below.

The terms or conditions applied between these related parties are, in substance, identical to those which would normally be contracted, accepted and applied between independent entities in comparable transactions.

The main balances with related entities as at 30 June 2013 and 31 December 2012 are detailed as follows:

Balances receivable Balances payable Loans granted Other debts
Entity 30/06/2013 31/12/2012 30/06/2013 31/12/2012 30/06/2013 31/12/2012 30/06/2013 31/12/2012
AEBT - Auto Estradas do Baixo Tejo, S.A. - - - - 819 819 - -
AEDL - Auto Estradas do Douro Litoral, S.A. - - - - 1,202 1,202 - -
ALSOMA, GEIE - - 24 24 - - - -
AVIA PORTUGAL, S.A. - - - 33 - - - -
Cimpor Macau Investment Company, S.A. - - - - - 8,536 - -
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 - - 4 4 - -
Consórcio Minero Luso Vargas - CONLUVAR 3,110 1,968 1,018 - - - 6 (1,665)
Consórcio OPSUT 2010 2,145 2,184 735 454 - - - -
EIA - Ensino de Investigação e Administração, S.A. - - - - - - (324) (324)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 2,233 2,213 - 3 - - (254) (247)
RPK Gulfstream, Ltd. - - - - 2,328 2,473 - -
Limited Liability Company Cement 147 147 - - 16,072 16,072 - -
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. - - - - 150 - - -
Moreira e Cunha, Lda. 11 8 - - - - (2,212) (2,132)
MTS - Metro Transportes do Sul, S.A. - - - - 740 740 - -
Promociones Inmobiliárias 3003, C.A. 56 55 - - - - (39) (31)
STELGEST - Gestão Hoteleira, S.A. 14 23 - - - - (1,103) (958)
TEDEVEN Inmobiliária, CA 1 - 26 - - - - -
TEIX.CO SPA 1,416 1,435 743 755 - - (300) (304)
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - - - 1 - - - -
9,179 8,079 2,546 1,270 21,315 29,846 (4,226) (5,661)

The main transactions carried out during the semesters ended on 30 June 2013 and 2012, with related entities were as follows:

Sales and services
rendered
Purchases and services
received
Interest debited
1st Sem. 13 1st Sem. 12 1st Sem. 13 1st Sem. 12 1st Sem. 13 1st Sem. 12
AVIA Portugal, S.A. - - - 5 - -
Consórcio Minero Luso Vargas - CONLUVAR 1,745 - 4,849 - - -
Consórcio OPSUT 2010 1,077 - 1,843 - - -
IMOC - Empreendimentos Imobiliários, S.A.R.L. 42 29 50 5 - -
Limited Liability Company Cement - 104 - - 884 579
Moreira e Cunha, Lda. 27 14 - - - -
STELGEST - Gestão Hoteleira, S.A. 50 40 - - 30 28
TEIX.CO SPA - - - 191 - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - 258 - 213 - -
2,941 445 6,742 414 914 607

The remunerations of the members of the governing bodies of "TD,S.A." for the periods ended on 30 June 2013 and 2012 were as follows:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
Executive directors:
Short term benefits 928 336 751 168
Supervisory board:
Short term benefits 33 33 16 16
Chartered accountant:
Short term benefits 30 30 15 15
991 399 782 199

The remunerations of the members of the senior management staff of "TD,S.A." for the semesters ended on 30 June 2013 and 2012 were as follows:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
Senior staff:
Short term benefits 4,402 3,125 2,591 1,750
4,402 3,125 2,591 1,750

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 30 June 2013 and 31 December 2012, this heading is broken down as follows:

30/06/2013 31/12/2012
Demand deposits 134,218 153,725
Term deposits 16,185 80,210
Other cash investments 31 2,234
Cash 6,855 9,894
157,289 246,063

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

Cash flow from investment activities

The receipts derived from financial investments during the periods ended on 30 June 2013 and 2012, refer to the disposal of holdings in the following entities:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
VOTORANTIM Macau Investimentos, S.A. 11,668 - 11,668 -
Banco Bilbao Vizcaya Argentaria, S.A. 8,972 4,441 3,330 -
Banco Comercial Português, S.A. 6,379 - 3,556 -
ALVOPETRO, S.A. - 59 - 59
Other 219 400 - 400
27,238 4,900 18,554 459

The payments relative to financial investments for the periods ended on 30 June 2013 and 2012, refer to the acquisition of holdings in the following entities:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
C + P.A. - Cimento e Produtos Associados, S.A. 23,259 - 23,259 -
Banco Bilbao Vizcaya Argentaria, S.A. 8,599 5,471 2,919 -
Banco Comercial Português, S.A. 3,091 - 3,091 -
DIGAL - Distribuição e Comércio, S.A. 921 3,588 921 897
COLT Resources Inc. - 2,504 - 2,504
Other 396 490 122 131
36,266 12,053 30,312 3,532

The dividends received during the periods ended on 30 June 2013 and 2012, were as follows:

1st Sem. 13 1st Sem. 12 2nd Q 13 2nd Q 12
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. 392 562 - 562
Banco Bilbao Vizcaya Argentaria, S.A. 375 423 - 1
SCP AK-10 Empreendimentos e Participações SPE, Ltda. - 39 - 39
Other 557 368 178 148
1,324 1,392 178 750

21 - SHARE CAPITAL

As at 30 June 2013 and 31 December 2012, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of 0.5 euros each (420,000,000 shares with the nominal value of 1 euro each as at 31 June 2012).

As at 30 June 2013 and 31 December 2012, TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. directly held 197,950,000 shares representing the share capital of TEIXEIRA DUARTE, S.A., corresponding to 47.13% of its share capital.

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 income to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to the shareholders, but may be used to absorb losses, after all the other reserves have been depleted, or incorporated in the share capital.

Fair value reserve: The fair value reserve arises from 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: The free reserves are available for distribution.

23 - LOANS

As at 30 June 2013 and 31 December 2012, the following loans had been raised:

30/06/2013 31/12/2012
Non-current liabilities:
Bank loans a) 200,044 211,044
Commercial paper b) 246,499 190,016
446,543 401,060
Current liabilities:
Bank loans a) 522,133 362,145
Commercial paper b) 393,966 472,760
916,099 834,905
1,362,642 1,235,965

a) Bank loans

As at 30 June 2013, the domestic bank loans, bank overdrafts and escrow accounts earned interest at the weighted annual average rate of 3.71% (4.41% as at 30 June 2012).

As at 30 June 2013, the most significant bank loans contracted by the Group essentially correspond to:

  • Loan raised from Banco Caixa Geral, contracted on 11 February 2008 of the value of 17,320 thousand euros, which will fall due on 11 February 2016.
  • Loan raised from Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., contracted on 21 February 2008, of the present value of 47,899 thousand euros, which will be repaid in 42 equal and successive instalments, ending on 10 December 2033.
  • Loan raised from Banco BIC, contracted on 20 October 2008 of the present value of 2,869 thousand euros, which will fall due on 27 November 2014.
  • Loan taken out by the Group at Caixa Geral de Depósitos, S.A. on 30 December 2008, of the present value of 36,748 thousand euros, which will be repaid in 129 equal and successive monthly instalments, ending on 30 December 2023.
  • Loan raised from Banco Fomento de Angola, contracted on 2 February 2009 of the present value of 2,150 thousand euros, which will fall due on 4 January 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 6 February 2009 of the present value of 2,150 thousand euros, which will fall due on 30 March 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 6 February 2009 of the present value of 1,720 thousand euros, which will fall due on 30 September 2014.
  • Loan raised from Banco Caixa Geral Totta Angola, contracted on 21 December 2011 of the present value of 18,317 thousand euros, which will fall due on 28 February 2019.

  • Loan raised from Banco Espírito Santo de Investimento, S.A. contracted on 29 December 2011, of the present value of 3,494 thousand euros, which will fall due on 27 November 2015.

  • Loan raised from Banco BPI, S.A., contracted on 19 July 2012 of the present value of 4,662 thousand euros, which will fall due on 19 July 2015.
  • Loan raised from Banco BIC, contracted on 9 October 2012 of the present value of 14,189 thousand euros, which will fall due on 5 December 2019.
  • Loan raised from Banco BIC, contracted on 9 October 2012 of the present value of 31,505 thousand euros, which will fall due on 13 December 2019.
  • Loan raised from Banco Privado Atlântico, contracted on 12 October 2012 of the present value of 26,026 thousand euros, which will fall due on 18 October 2017.
  • Loan raised from Banco Popular Portugal, contracted on 13 December 2012 of the present value of 8,949 thousand euros, which will be repaid in a single instalment at the end of the contract. Furthermore, the product of the sale of the properties mortgaged under the present contract will be, in proportion to its share and pursuant to the agreed table of haircuts, applied to the repayment of the outstanding principal.

As at 30 June 2013 and 31 December 2012, the bank loans also include escrow accounts of the value of 414,588 and 260,815 thousand euros, respectively.

b) Commercial paper

As at 30 June 2013, the Group had negotiated the following commercial paper programmes:

  • Grouped programme for the placing and underwriting of commercial paper, through private subscription, contracted with Banco Comercial Português, S.A. on 14 October 2005, of the total amount 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 with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A. on 16 December 2005, to the sum of 100,000 thousand euros, currently 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. take part, 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, counted as of the contract signing date. The issue periods are from 1 to 6 months and earn interest in advance at the Euribor rate of the period increased by a spread of 3%, with the repayment of the last issue being on 20 August 2013.

  • Grouped programme for the placing and underwriting of commercial paper contracted on 14 February 2006 with Banco Comercial Português, of the total amount 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. take part, 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, S.A. and Banco Espírito Santo, S.A. on 21 April 2008, to the 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. take part, with the entire amount being used by TEIXEIRA DUARTE - Engenharia e Construções, 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, counted as of 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 3% and determined according to the date of each auction, with the repayment of the last issue being on 19 April 2018.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Comercial Português, S.A. on 18 August 2008, of the total amount 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 5.75%.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Comercial Português, S.A. on 20 August 2008, of the total amount 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 5.75%.
  • Grouped programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A. on 23 December 2008, to the sum of 100,000 thousand euros, currently 49,000 thousand euros, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and its associate TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, 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, counted as of 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 3% and determined according to the date of each auction, with the repayment of the last issue being on 22 December 2013.
  • Grouped programme, for the placing and underwriting of commercial paper contracted with Caixa Geral de Depósitos, S.A. on 7 July 2010, to the 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. take part, with the entire amount being used by TEIXEIRA DUARTE - Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is used. The programme was reduced to 60,000 thousand euros on 28 April 2011 and renewed on 11 May 2012 for a further 3 years counted as of 14 April 2012. The current amount is 50,000 thousand euros, with another repayment of 10,000 thousand having been established for 14 May 2014. 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 5.25% and determined in accordance with the date of each auction.

  • Programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo, S.A. on 28 December 2010, of the total 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 3% 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, S.A., with the total amount 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. take part, 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 five years, starting from the contract signing date, the interest is earned on a six-monthly basis in arrears, with the reference rate being indexed to the one to six-month Euribor under competitive auction for periods of 7 to 180 days via direct placement, increased by 4.375% and determined according to the date of each auction, with the repayment of the last issue being made on 6 January 2016.
  • Grouped programme for the placing and underwriting of commercial paper contracted on 30 December 2011, with Banco Comercial Português, S.A. of the total amount of 43,000 thousand euros, currently 38,000 thousand euros, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, where on this date the amounts used by each were 250 thousand euros, 250 thousand euros and 37,500 thousand euros, respectively. Each of the future issues must necessarily be carried out together by all the issuers and the participation of each issuer cannot be less than 250 thousand euros. The programme may be used over seven years counted as of the date of the first issue, with repayments being foreseen at the end of each semester at increasing values between 1,500 thousand euros and 6,500 thousand euros. The applicable interest rate is the Euribor for each issue period, in force on the second business day prior to its beginning, increased by a spread of 4.25%.
  • Grouped programme for the placing and underwriting of commercial paper with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo on 29 October 2012, to the total amount of 35,000 thousand euros, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by TEIXEIRA DUARTE - Engenharia e Construções, S.A. The programme may be used during seven years counted as of the date of the first issue, with repayments being foreseen at the end of each semester at increasing values between 1,000 thousand euros and 2,500 thousand euros. The applicable interest rate is the Euribor for each issue period, in force on the second business day prior to its beginning, increased by a spread of 6.50%.

As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 30 June 2013 and 31 December 2012 are classified as non-current liabilities.

As at 30 June 2013 and 31 December 2012, the repayment of non-current bank loans is defined as follows:

30/06/2013 31/12/2012
2014 33,484 114,007
2015 78,530 85,903
2016 66,751 53,896
2017 30,794 30,770
2018 and following 236,984 116,484
446,543 401,060

As at 30 June 2013 and 31 December 2012, the funding in foreign currency was expressed as follows:

30/06/2013 31/12/2012
Currency
Currency
Currency Euro
Venezuelan Bolivar 158,000 19,197 10,000 1,765
US Dollar 75,982 58,090 89,008 67,461
Namibian Dollar - - 199 18
Japanese Yen 43,796 338 76,000 669
Angolan Kwanza 16,546,524 132,231 14,062,387 110,862
Brazilian Real 56,408 19,519 78,826 29,156
South Africa Rand 15,951 1,220 - -

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

24 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Contingent liabilities:

Following various inspections conducted by the Taxation and Customs Authority (AT) to the accounts of TEIXEIRA DUARTE - Gestão de Participações Investimentos Imobiliários, S.A. ("TDGPII, S.A."), a company 100% held indirectly by TEIXEIRA DUARTE, S.A. relative to 2007, 2008, 2009 and 2010, the following corrections were made to the tax losses that had initially been reported for this participated company:

Year Calculated
tax loss
AT
Correction
2007 46,632 29,331
2008 50,590 45,938
2009 50,182 24,807
2010 18,165 6,467

With the exception of the amount of 611 thousand euros included in the correction to the tax loss for 2008 (relative, according to the AT, to the undue application of number 10 of article 22 of the EBF to the distribution of income by the TDF Real Estate Investment Fund), these corrections arise entirely from the non-acceptance, as a tax cost, of the financial costs incurred with the investment made 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 (RETGS) (article 69 and following of the IRC Code), the corrections to the tax losses of 2006, 2007 and 2008 were the object of Statements of Payment of IRC and compensatory interest issued to the controlling company, TEIXEIRA DUARTE - Engenharia e Construções, S.A., which filed judicial reviews at the Administrative and Fiscal Court of Sintra.

During 2012, the Administrative and Fiscal Court of Sintra read the sentence related to the correction of identical nature made by the AT for the financial year of 2006, whose outcome was unfavourable to the Company's claims.

Notwithstanding the unfavourable outcome to the claims of "TDGPII, S.A." and, consequently, the controlling company, under the proceedings relative to the financial year of 2006, the Board of Directors continues to expect a different outcome for the other financial years under court proceedings (2007 and 2008).

It should be noted that the Statement of Payment of IRC and compensatory interest for the financial year of 2008 issued to TEIXEIRA DUARTE - Engenharia e Construções, S.A. "TD-EC" as the controlling company, apart from the corrections described above relative to the participated company "TDGPII", also includes a correction to the taxable profit calculated at an individual level for "TD-EC".

The total amount of corrections to the taxable profit reached 35,467 thousand euros, of which "TD-EC" objected to 32,595 thousand euros, related to tax credit, the system of re-investment of tax gains and the undue application of number 10 of article 22 of the EBF.

The correction relative to the financial year of 2009 of the participated company "TDGPII, S.A." had not yet been the object of any Statement of Payment of IRC to the controlling company, as at the closing date of the financial year of 2013. This is precisely the same situation relative to the financial year of 2010, in which case the respective Conclusion Reports had been issued by the AT; as at 30 June 2013 no additional statement of payment of corporate income tax had been issued to the controlling company.

Guarantees:

As at 30 June 2013 and 31 December 2012, the group of companies included in the consolidation had provided the following guarantees to third parties:

30/06/2013 31/12/2012
Bank guarantees provided 395,061 447,093
Fidelity insurance 430,242 564,836

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

TEIXEIRA DUARTE - Engenharia e Construções, 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, Serviços e Meio Ambiente, S.A., RECOLTE, Servicios y Medioambiente, S.A.U., EMPA – Serviços de Engenharia, S.A., TEGAVEN – Teixeira Duarte y Asociados, CA and Consórcio Boyacá – La Guaira, have provided completion bonds in order to guarantee the good implementation of works and services rendered.

In order to secure the loan contract signed with Banco Caixa Geral, S.A., of the present value of 17,320 thousand euros, granted by RECOLTE, Servicios y Medioambiente, S.A.U., RECOLTE, Servicios y Medioambiente, S.A.U. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 2,734,407 and 450,000 shares in Banco Bilbao Vizcaya Argentaria, S.A., respectively.

A mortgage was also constituted in favour of Caixa Geral de Depósitos, S.A. 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 present value of 36,748 thousand euros.

In order to secure the loan contract signed with Banco BPI, S.A., of the present value of 4,662 thousand euros, TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. mortgaged 22 fractions of the property located at Campo Grande, number 9 in Lisbon.

In order to guarantee the commercial paper contract signed with Banco Comercial Português, S.A., of the present value of 38,000 thousand euros, granted by TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., mortgaged the properties implanted respectively on lots 6, 18 and 19, located in Lagoas Park.

In order to guarantee the loan of the present value of 8,949 thousand euros, signed with Banco Popular Portugal, S.A. on 13 December 2012, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários S.A., QUINTA DE CRAVEL - Imobiliária, S.A. and V8 - Gestão Imobiliária, S.A., V8 - Gestão Imobiliária, S.A. mortgaged the fractions owned of the urban property located on Rua de Castro Portugal, numbers 497 and 511; Rua Professora Rita Lopes Ribeiro Fonseca, numbers 28, 34, 40, 46, 52, 58, 64, 70, 76, 80, 94 and 96; and Rua Doutor Miguel Assunção Lopes, number 15, Locality and Parish of Vila Nova de Gaia, as well as the fractions of the urban property called lot 14, located on Rua Guilherme Duarte Camarinha, numbers 30, 38, 42, 48, 54, 62, 70 and 74, and Rua Professora Rita Lopes Ribeiro Fonseca, numbers 12 and 18, Locality of Candal, Parish of Vila Nova de Gaia, for the total value of 8,949 thousand euros.

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

In order to secure the commercial paper contract signed with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. 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 286,338,276 and 1,470,992 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 3,266,034 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A.

In order to secure the commercial paper contract signed with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. 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 54,225,154 and 52,176,859 shares in Banco Comercial Português, S.A., respectively. TEDAL – Sociedade Gestora de Participações Sociais, S.A. pledged 9,233,966 shares of EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A.. TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. constituted a voluntary mortgage on an urban building it owns, destined for warehouses, workshops, materials laboratory and parking of equipment, located on Avenida da Indústria, Alto Estanqueiro - Jardia, Montijo, of the value of 16,428 thousand euros. QUINTA DE CRAVEL – Imobiliária, S.A., also mortgaged the lots for construction numbers 8, 10, 11, 12, 13, 19, 26 and 31, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of 5,894 thousand euros. In the same capacity, QUINTA DE CRAVEL - Imobiliária, S.A., likewise mortgaged the lot of land for construction number 23, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of 944 thousand euros. V8 – Gestão Imobiliária, S.A. mortgaged the lots for construction numbers 1, 2, 3, 5, 6, 8 and 16, 18, 20 and 30 located at Empreendimento Santa Maria Design District, Santa Marinha, Vila Nova de Gaia, for the total value of 30,079 thousand euros.

In order to secure the commercial paper contract signed with Banco Espírito Santo, S.A. and Banco Espírito Santo, S.A. of the value of 60,000 thousand euros, currently 49,000 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 1,325,000 participation units of the TDF Closed Real Estate Investment Fund and strengthened its guarantee with a term deposit of the value of 1,635 thousand euros, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A.

In order to secure the commercial paper contract signed with Caixa Geral de Depósitos, S.A. of the value of 70,000 thousand euros, currently 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. pledged 4,550,000 participation units of the TDF Closed Real Estate Investment Fund.

In order to secure the commercial paper contract signed with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, 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.

In order to reinforce the guarantees provided under the financial lease contract signed on 31 December 2008 with Banco Comercial Português, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 9,000,000 shares in SOMAFEL - Engenharia e Obras Ferroviárias, S.A.

In order to secure debts to third parties, of the value of 2,348 thousand euros, IMOTD - SGPS, S.A. pledged 24,000 shares in V8, S.A.

In order to secure the loan contract granted by TDHOSP - Gestão de Edifício Hospitalar, S.A. of the present value of 47,899 thousand euros, TEIXEIRA DUARTE - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos, S.A. and Caixa Banco de Investimentos, S.A., 1,540,000 shares in TDHOSP - Gestão de Edifício Hospitalar, S.A.. Under the same loan 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 2013 and 31 December 2012, the letters of comfort provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached 484,046 thousand euros and 478,511 thousand euros, respectively.

As at 30 June 2013 and 31 December 2012, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of 117,760 thousand euros and 118,876 thousand euros, respectively. Pursuant to the contractual conditions, the Group's liability is essentially restricted to the guarantee of acceptance on the part of customers of the invoices which are the object of factoring.

Other:

As at 30 June 2013 and 31 December 2012, there were no inventories pledged to secure liabilities.

25 - MEASUREMENT AT FAIR VALUE

Estimated fair value - assets and liabilities measured at fair value

The table below presents the Group's assets and liabilities measured at fair value as at 30 June 2013, according to the following hierarchical levels of fair value:

  • Level 1: the fair value of financial instruments is based on lending net market prices as at the reference date of the statement of financial position;

  • Level 2: the fair value of financial instruments is not determined based on lending net market prices, but rather through use of valuation models;

  • Level 3: the fair value of financial instruments is not determined based on lending net market prices, but rather through use of valuation models whose main inputs are not observable on the market;

Category Item Level 1 Level 2 Level 3
Assets:
Financial assets available for sale Shares 53,968 - -
Financial assets at fair value through profit or loss Shares 8,495 - -
Investment properties Buildings and Land - 492,501 -
Liabilities:
Financial liabilities at fair value Hedge derivatives 12,284 - -

Except with respect to non-current loans, most financial assets and liabilities mature in the short term, hence it is considered that their fair value is identical to the respective book values.

Regarding loans, as demonstrated in Note 23, most loans are taken out at variable interest rates. Therefore, it is deemed that the corresponding book value (amortised cost) does not differ from their respective market value.

26 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the semester ended on 30 June 2013 were approved by the Board on Directors on 30 August 2013.

27 - SUBSEQUENT EVENTS

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with there not having been, from the closing of the first semester of 2013 up to the present date, any fact which should be disclosed in relation to this action.

Talk to a Data Expert

Have a question? We'll get back to you promptly.