REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA. Soares da Costa Construção, SGPS, SA REPORT & ACCOUNTS

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1 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Soares da Costa Construção, SGPS, SA REPORT & ACCOUNTS

2 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA INDEX A MANAGEMENT REPORT Highlights Introduction 1. The Soares da Costa Group 2. Corporate Social Responsibility 3. Business activity 3.1 Background 3.2 Production 3.3 Commercial Area 3.4 Human Resources 4. Financial and Economic Analysis 4.1 Individual Accounts 4.2 Consolidated Accounts 5. Risk Management 6. Outlook for Relevant facts occurring after the year end 8. Other legal information 9. Acknowledgements 10. Proposal for application of results B INDIVIDUAL FINANCIAL STATEMENTS 38 C INDIVIDUAL ACCOUNTING POLICIES AND EXPLANATORY NOTES 44 D CONSOLIDATED FINANCIAL STATEMENTS 66 E OPINIONS AND CERTIFICATIONS 72 2

3 MANAGEMENT REPORT A Dipanda Towers Angola

4 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA HIGHLIGHTS Consolidated turnover of million Euros fell by 30.2% compared to million Euros in the prior year. There was a sharp fall in the domestic market (-58.3%) due to the conclusion of the Transmontana Motorway and also a fall in turnover in Angola (-31.6%) because of delays on significant projects; The share of international business rose to 85.4% in 2013 (75.6% in 2012); EBITDA of million Euros (+29.0 million Euros in 2012) reflects the fall in activity and major constraints on profitability; Gains due to the restructuring of financial debt had a substantial impact on financial results, which amounted to only -1.1 million Euros, compared to million Euros in 2012; The fall in business activity and impairment losses and provisions worsened the result before tax which totalled million Euros (-49.8 million Euros in the prior year); Consolidated results attributable to the Group were million Euros (-37.8 million Euros in 2012); The company s individual results totalled million Euros (-8.6 million Euros in 2012); Shareholder agreement leading to a transaction to increase the share capital of the company by 70 million Euros by the investor GAM Holdings, SA, successfully concluded in February 2014; as a result of this transaction, GAM Holdings became the majority shareholder in the company with 66.7% of the share capital. Key Consolidated Indicators (millions of Euros) Change Turnover % Portugal % External Markets % EBITDA Operating Results (EBIT) Financial Results % Consolidated result attributable to the Group % 4

5 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA INTRODUCTION The board of directors of Soares da Costa Construção, SGPS, SA, in compliance with relevant legal and statutory requirements, submits for approval at the shareholders general meeting, the management report, the financial statements and the other reporting documents for the period ending 31 December These documents provide information concerning the business, and the performance and financial position of Soares da Costa Construção, SGPS, SA and its subsidiaries, as well as of the main risks and uncertainties facing them. The accounting information presented both for the individual and consolidated financial statements should be interpreted in the light of international accounting standards (IAS/IFRS: International Financial Reporting Standards), as adopted by the European Union. Furthermore, as a company fully owned during the whole of 2013 by Grupo Soares da Costa, SGPS, SA, a publicly quoted company, Soares da Costa Construção, SGPS, SA is not legally obliged to prepare and disclose consolidated accounts, this being the responsibility of the mother company. Thus, the consolidated accounts presented here are optional. However, they have been prepared in accordance with the international standards mentioned above, and provide an accurate picture of the size and performance of the Soares da Costa Group s construction business. The financial information concerning each subsidiary referred to in this report should be understood in the context of its pertinence to an appreciation of the activity and performance of the Group and not as a substitute for the financial statements that each company prepares and discloses, in accordance with the applicable law currently in force. 1 THE SOARES DA COSTA GROUP Mission and Values In its role as the coordinating entity for all of the business activity of the Soares da Costa Group directly linked to construction, Soares da Costa Construção, SGPS, SA is responsible for carrying out its mission in this business segment, one of two that are considered strategic in the Group (the other being Concessions/Services). The mission is to: satisfy the demands of the market and of its customers, through a sustainable business model, and qualified and motivated resources, that generate economic, social and environmental value, in a manner that provides an attractive return for shareholders. This mission is pursued not by chance or at random, but by persistently following difficult, demanding but well directed paths, and reflected in the continuous practice of values, defined at a Group level, that are proudly shared across the company: 5

6 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Constant focus on the market and customer satisfaction; Effective and efficient management; Integrity and ethical behaviour; Socially responsible conduct; Respect for the environment. Historical Background Soares da Costa Construção, SGPS, SA was formally founded on the 30th of December 2002, and created by the transfer of a portfolio of shareholdings in the construction business from its sole shareholder, Grupo Soares da Costa, SGPS, SA. The origins of what is today the Soares da Costa Group goes back to From a small company with 10 workers basically executing high quality finishes, to one of the biggest Portuguese business groups operating worldwide, the Company s history is intimately tied to the Construction business. Throughout its long existence, the Company has undergone a number of phases of growth, constantly adapting itself to changing conditions: In 1944, it became a private company with a capital of 8 million Escudos; In 1968, and with business activity across the whole of the north of Portugal, it became a limited liability company with a share capital of 9 million Escudos, still wholly owned by the founders heirs; In the period immediately following the 1974 Revolution, and reacting in an innovative manner to the crisis in the market, the company found the key to the continuation of its growth using a technology called the tunnel framework. In 1977, already with over 4,000 employees, the head office moved to a new building in the Avenida da Boavista, Porto; At the beginning of the 1980s, international expansion of the company began, with Venezuela and Guinea-Bissau chosen as the pioneering countries. The share capital was increased to 180 million Escudos; It was also in the 1980s, taking advantage of the expected explosive growth in infrastructure in Portugal as a result of joining the European Union, that the company s business activity expanded beyond buildings to infrastructure construction; In 1988, and following an internal shareholder change, which did not result in the company losing it family character, it entered a period of greater exposure to the Financial Markets, and increased its share capital to 5,250,000 thousand Escudos; During the 1980s and 1990s, the company s international business diversified and the level of exports increased. Its presence in markets as wide ranging as Iraq, Macau, Egypt, Guyana, Angola, Mozambique, Guinea-Bissau, Cape Verde and Germany are examples of its acumen in the search for business opportunities and in its ability to take advantage of them; In 1994, the company entered the American market in the USA with the incorporation of SDC Contractor Inc.; In 2002, a new restructuring process led to the formal set up of the business group. Sociedade de Construções Soares da Costa, SA was converted into a management holding company, Grupo Soares da Costa, SGPS, SA, with a share capital of 160 million Euros, which, in turn, wholly owned the share capital of four other holding companies, each one holding the shareholdings of companies in their respective business segments. Soares da Costa Construção, SGPS, SA s mission was to manage the entire construction business, and was set up with a nominal share capital of 90 million Euros; 6

7 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA The period from the end of 2006 to the beginning of 2007 marks another historic milestone for the company, with control over the Soares da Costa Group passing to Grupo Investifino - Investimentos e Participações SA. The family nature of the company s management and especially its image, which had existed until then, finally disappeared, leading to a new, more professional and modern management philosophy. The Soares da Costa Group s history in the construction market is long and complex, but in all its phases it has always sought and been able to find the means to modernize and grow. Thus, Soares da Costa Construção SGPS, SA has the challenge of honouring this proud heritage with its business activity, seeing in its past an example to follow, but knowing always how to find, in the present, the path that leads to the growth that will ensure its future. Hence, with the management and development of the construction business, one of the Group s strategic business areas, as its responsibility, the company has grown rapidly and significantly since its formal set-up. In 2008, it acquired Contacto in Portugal and Prince in Florida in the United States, as well as Clear, which it acquired from the industrial sector in Portugal. During 2011, the company incorporated by merger Soares da Costa Indústria, SGPS, SA. In the same year, and given the important changes in the economic environment, the lack of financing and the sharp drop in the Portuguese construction market, the management of the Soares da Costa Group decided to alter the group s strategic plan. 1 This update focuses the strategic direction on international expansion for the construction business and on the financial sustainability of all businesses. It is also important to highlight the transaction, which took place on the 12th of February 2014 to increase share capital by 70 million Euros, entirely subscribed and paid up in cash by the new investor GAM Holdings, thus giving the latter ownership of 66.7% of the share capital of the company to which this report relates. The transaction marks a new stage in the life of the company as a result of which it is hoped that it will move forward ambitiously and with renewed vigour. Shareholders Equity and Shareholders At the beginning of the year, the share capital was 131,080,340 Euros, constituted of 26,216,068 nominal shares each with a nominal value of 5 Euros. The following changes took place during 2013: At the shareholders general meeting that took place on the 14th of August 2013, it was decided to reduce share capital by withdrawing shares, and alter article 4 of the company s statutes as follows: the share capital, wholly subscribed and paid up, is of sixty four million eighty thousand three hundred and forty Euros and represented by twelve million eight hundred and sixteen thousand and sixty eight shares without nominal value. In the transaction, the value of 63,063, Euros was attributed to the only shareholder and a sum of 3,936, Euros was transferred to free reserves; At the shareholders general meeting on the 28th of November 2013, it was decided to reduce share capital to cover cumulative losses in negative retained earnings of 4,760, Euros and the net losses totalling 38,983, Euros for the first nine months of the year 2013, reducing share capital to 20,335, Euros (twenty million three hundred and thirty five thousand eight hundred and ninety five Euros and forty two centimes), represented by twelve million eight hundred and sixteen thousand and sixty eight shares without nominal value; During 2013, the entire share capital of the company was owned by the company Grupo Soares da Costa, SGPS, SA. 1 Please see press release on the CMVM website 7

8 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA In 2014 on the 12th of February, the company decided to increase its share capital to 90,335, Euros (ninety million three hundred and thirty five thousand eight hundred and ninety five Euros and forty two centimes), through a cash inflow of 70,000, Euros (seventy million Euros), equal to the issue of 25,670,623 shares without nominal value, all of which were subscribed and paid up in cash by the new shareholder GAM Holdings, which thus became owner of 66.7% of the share capital. Thus, under the terms of article 4 of the company s articles of association, the share capital, entirely subscribed and paid up, is of 90,335, Euros (ninety million three hundred and thirty five thousand eight hundred and ninety five Euros and forty two centimes) and represented by 38,486,691 (thirty eight million four hundred and eight six thousand six hundred and ninety one shares) without nominal value. The company also informs that, in compliance with the provisions of section d) of paragraph 5 of article 66 of the Commercial Companies Code, it does not own nor dealt in own shares during the year. Statutory Bodies The statutory bodies of Soares da Costa Construção, SGPS, SA that were decided upon at the shareholders general meeting on the 26th of March 2013 were constituted of the following, valid for the mandate : Shareholders General Meeting Board: Chairman Jorge Manuel Oliveira Alves Secretary Pedro Miguel Tigre Falcão Queirós Board of Directors: Chairman António Manuel Pereira Caldas de Castro Henriques Vice-Chairman Jorge Domingues Grade Mendes Members Pedro Gonçalo de Sotto-Mayor de Andrade Santos Luís Miguel Andrade Mendanha Gonçalves Daniel Hehn Pinto da Silva Fernando Jorge Sales Nogueira Statutory Auditor: Effective Deloitte & Associados, SROC, SA, NIPC , represented by António Manuel Martins Amaral Alternative Paulo Alexandre Rocha Silva Gaspar, ROC, NIF Then, following the increase in share capital that took place on the 12th of February 2014 and the inherent change in ownership, the composition of the Board of Directors became the following: Board of Directors: Chairman António Mosquito Vice-Chairman António Sarmento Gomes Mota Members António Manuel Pereira Caldas de Castro Henriques (Chairman of the Executive Committee -CEO) Jorge Domingues Grade Mendes (Member of the Executive Committee - COO) Miguel Nuno André Raposo Alves (Member of the Executive Committee CFO) Paulo Manuel da Conceição Marques Roberto António Pereira Pisoeiro (CEO of Angolan Operations) 8

9 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Company Organisation Soares da Costa Construção, SGPS, SA, is a holding company that carries out its business by managing shareholdings in various companies in the construction segment, executing civil construction, engineering and infrastructure projects. During 2013 all members of the Board of Directors carried out executive duties, sharing the coordination of the various shareholdings of the company. The organisational structure in 2013 was as follows: Group Organisational Chart CEO António Castro Henriques CFO Gonçalo Andrade Santos COO Jorge Grade Mendes AFRICA - CEO PORTUGAL - CEO BUSINESS DEVELOPMENT Daniel Pinto da Silva Luís Mendanha Fernando Nogueira ANGOLA Daniel Barreira Jorge Rocha António Cortes MOZAMBIQUE Rui Carrito Vieira de Magalhães PORTUGAL OTHER MARKETS Equatorial Guinea S. Tomé & Príncipe Costa Rica Emirates BRAZIL José Fontes CLEAR Paulo Leal SOMAFEL Romania 9

10 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA New shareholdings and changes to the consolidation perimeter of Soares da Costa Construção, SGPS, SA. During 2013, the following transactions took place: 1 st Quarter: Merger by incorporation of the company Construções Metálicas Socometal, SA into Sociedade de Construções Soares da Costa, SA ; 2 nd Quarter: Disposal of the entire holding in the company governed by Angolan law, Carta Restauração e Cantinas, Lda. ; Change of the corporate name of the company Linha 3 Cezarina Construções Ltda, held 50% by Soares da Costa Brasil Construções Ltda, which was renamed Linha 3 Construções Ltda and to include in its corporate objectives the construction, management, supervision, study, project, planning, consultancy and execution of all and any relevant services to engineering works in general; Disposal of the entire shareholding of the company in MTA - Máquinas e Tractores de Angola, Lda.; 3 rd Quarter: Soares da Costa Construção SGPS, SA sold its entire shareholding in SDC América, Inc to Grupo Soares da Costa SGPS, SA; Constitution of the company Clear Moçambique, Instalações Electromecânicas, Lda., a company governed by the law of Mozambique, owned 100% by the Group, the objective of which is to carry out business in the civil construction industry, public and private works, engineering, and electrical, electronic, communications, air conditioning, hydraulic, gas, mechanical and electromechanical installations; 4 th Quarter: Acquisition of the entire shareholding in Soares da Costa Serviços Partilhados, SA ; Winding up of the company SDC Emirates Construction, LLC, a company which was owned 49% by Soares da Costa Construção, SGPS, SA. The structure of shareholdings held by Soares da Costa Construção, SGPS, SA, is shown below: 10

11 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Organograma do Grupo Soares da Costa Construção, SGPS, SA Consolidated Accounts Perimeter and Consolidation Methods Soares da Costa Construção, SGPS, SA (1) Sociedade de Construções Soares da Costa, SA holds a 4% participation in the share capital of Auto-estradas XXI, SA and Operestradas XXI, SA. (2) Sociedade de Construções Soares da Costa, SA holds a 0,004% participation in the share capital of Exproestradas XXI, SA. (3) Sociedade de Construções Soares da Costa, SA holds a 0,002% participation in the share capital of this company. (4) Sociedade de Construções Soares da Costa, SA holds a 0,5% participation in the share capital of Indáqua Matosinhos, SA. (5) Sociedade de Construções Soares da Costa, SA holds a 0,57% participation in the share capital of Indáqua Vila do Conde, SA. (6) Clear Angola, Lda holds a 2% participation in the share capital of Costa Sul, Lda. and Imosede, Lda. 11

12 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA 2 CORPORATE SOCIAL RESPONSIBILITY The strategy for corporate social responsibility and the initiatives taken in this area have been implemented based on the guidelines set out for the Grupo Soares da Costa, SGPS, SA, the Group holding company, of which the construction business area is part. The performance of the company in this area and the relevant facts pertaining to the year 2013 are described in detail in the report and accounts of Grupo Soares da Costa, SGPS, SA, in which are highlighted initiatives focused on internal social responsibility (aimed at employees of the company and their families), external social responsibility (implemented together with external entities and the surrounding communities in those areas and countries in which Soares da Costa carries out its business) and environmental responsibility. 3 BUSINESS ACTIVITY 3.1 BACKGROUND Overall Analysis Worldwide, the year 2013 confirmed the trend of weakening growth already evident over the prior two years with the persistence of major factors of uncertainty and highly demanding challenges in various areas and economic regions of the world. World GDP, according to projections made in October 2013 by the International Monetary Fund, grew by 2.9% (3.2% in 2012 and 3.9% in 2011). 2 The emerging and developing economies continued to be the drivers of this growth with Asia as leader, while the advanced economies saw much more modest expansion (1.2%). These figures however reveal signs of a slowdown in the growth rate in China and other emerging and developing economies, which, for structural and cyclical reasons, are moving away from the maximum rates of growth achieved in more recent years. In 2014 the economic outlook is for an improvement in world economic performance (+3.6%), driven by an improved forecast in the more advanced economies (+2.0%), with an expected increase in growth in the USA and the emergence from recession of the Euro Zone. Meanwhile greater levels of growth will continue in the emerging and developing economies (+5.1%) as a result of fiscal policies that are expected to continue to be neutral and benefitting from relatively low interest rates. The United States economy experienced growth last year of 1.6% about equal to the forecast made a year previously, and 2014 may post robust growth of 2.6%. Important factors explaining this recovery are the agreement made between the main political parties about budget policy over the next two years, an improvement in private sector demand and the impact of a feel good factor from the increase in stock market values, all of which have resulted in a falling unemployment rate, which was 6.7% in December. 2 IMF World Economic Outlook Transitions and Tensions, outubro

13 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA The Euro Zone in 2013 continued to be affected by the legacy of the 2008 financial crisis, which led to a process of deleveraging, fragmentation of the financial markets and added uncertainty. The peripheral economies continued to follow very restrictive budgetary policies, aimed at controlling budget deficits and managing the risks still attached to sovereign debt. Thus, against a background of still high levels of unemployment, Euro Zone GDP contracted for the second year running (-0.4% in 2013). In 2014, a gradual recovery is expected in the Euro economic area, with GDP increasing by around 1%, an improvement which will be influenced by a halt in the fall in internal demand and by accelerating export growth. The Portuguese Economy The Portuguese economy continued to live under the auspices of the Financial and Economic Assistance Programme, agreed between the Portuguese government, the International Monetary Fund and the European Union in 2011, which has led to a highly restrictive and pro-cyclical approach to budgetary policy against a background of tight financial and monetary conditions. In addition to budgetary policy, which has led to a fall in public investment, the process of financial deleveraging in the private sector has led to a clear drop in investment in the Portuguese economy. Gross Fixed Capital Formation fell by -16.4%, -6.4% and -5.3%, respectively, in the first three quarters of The good performance of exports and deterioration in the trend of internal consumption have meant that, since the middle of the year, the Portuguese economy has shown some signs of stabilizing after ten consecutive quarters of contraction. The Bank of Portugal in its Winter Bulletin 4 thus expects a contraction of GDP of 1.5% in 2013 but taking into account a progressive recovery in internal demand, offset by the continuation of the process of budgetary consolidation and deleveraging of the private sector is forecasting growth of the Portuguese economy of 0.8% in 2014 and 1.3% in These forecasts are also based on a favourable export performance, reflecting a trend of acceleration in external demand together with progressively smaller gains in market share during the forecast period, modest growth in employment and an increase in the ability to finance the economy, based on the correction of external imbalances, which has been one of the most characteristic features of the process of adjustment of the Portuguese economy, together with a trend of the goods and services account balance that is expected to be in surplus during the forecast period. Data recently released by the INE 5 (Portuguese Statistics Institute) point to a GDP change for the whole of 2013 of -1,4%, benefitting from good performance in the 4th quarter with a year on year increase of 1.6%, after a fall of 0.9% in the previous quarter. The economic outlook for the country continues to depend on the competitiveness of and external demand for Portuguese goods and services, while the component parts of internal demand should remain weak due to the efforts made to reduce debt both in the public and private sectors. As far as inflation is concerned, the Consumer Price Index (CPI) increased with an annual average change of 0.3% (2.8% in 2012). Excluding energy and unprocessed food products from the CPI, the average rate of change moved from 1.5% in 2012 to 0.2% in The average annual rate of change of the Harmonized Consumer Price Index (HCPI) fell to 0.4% in 2013 (2.8% in 2012), equal to a difference of -1.0 percentage points (p.p.) (0.3 p.p. in the prior year) compared to the year on year rate of change of the Euro Zone HCPI. 6 3 Statistical Bulletin February 2014, Bank of Portugal 4 Economic Bulletin Winter 2013, Bank of Portugal, December Quarterly National Accounts Rapid Estimate, 4th quarter 2013 and Year 2013, INE, 14th of February Consumer Price Index, December 2013, INE, 13th of January

14 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA The unemployment rate continues to run at a worrying level, with the rate at 16.3% in 2013 (annual average), equal to an increase of 0.6 percentage points compared to It did benefit however from a lower rate in the 4th quarter at 15.3%, down 1.6 percentage points on the same quarter of 2012 and 0.3% percentage points lower that the estimate for the previous quarter which would appear to indicate an improving trend. 7 Domestic Market: the Construction Sector After a number of years of continuous contraction, it was not until 2013 that the Portuguese construction market showed signs of being able to emerge from the profound crisis into which it had fallen. Due to the particular characteristics of the sector that require an average delay of some 12 months in relation to investment decisions, the consequences of any recovery in the country s economy did not come about during the year just ended. Based on data published in February 2014 by the National Statistics Institute (INE), the construction market has not managed to escape from the continuous falls that have occurred since 2008 in the Total Production Index, the trend of which is shown in the graph below for the last four years. The INE changed the basis of its analysis in October 2013 with the value of 100 corresponding to the average for It should be remembered however that the Production Index in January 2010 was around 75% of the average index for This means that a figure of around 60% of the average for 2010, shown on the extreme left hand side of the graph, corresponds to only 45% of the average production in Total construction production index So it comes as no surprise that in 2013 the production indicators for the construction sector invariably show once again deterioration in public and private demand to historically low levels. The average rate of change over the last twelve months in the construction sector production index was -16.3% (similar to that recorded in the previous year), the combination of a change of -16.6% in the building construction segment and -16.0% in civil engineering. 8 The graph shown below records the year on year changes, where it can be seen that in the more recent periods there has been a deceleration of the rate of contraction in both segments (Building Construction and Civil Engineering), which may augur better for the future. The figures show that the Building Construction segment posted a year on year change in December of -14.3% (-14.6% in November) while the Civil Engineering segment posted a change of -14.5% (-15.6% in the previous month), a less sharp fall than in the immediately preceding months. 7 Employment Statistics 4th quarter th of February Production, Employment and Remuneration Indices in Construction, December 2013, INE, 11th of February

15 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Construction Production Index Homologous Variation Civil eng. Buildings Total The recession is clearly reflected in the employment rate of the sector which showed an average change over the last twelve months of -15.8%, or in other words slightly less than the fall in production and exactly the same as the trend of the remuneration index (-15.8%). The sharp fall in cement consumption in the Portuguese market, which has posted a cumulative fall of 25.2% from the beginning of the year until October is another indication of this recessionary situation. Against this recessionary background in the sector, it is worth noting that the government has finally recognised that: the efforts being made in connection with the budgetary consolidation and correction of the financial imbalances of the Portuguese state in order to comply with the commitments made as part of the Memorandum of Understanding in relation to the programme of external financing support, must be accompanied by an appropriate, careful and consensual definition of the priorities for investment in infrastructure which will help to strengthen the capabilities of Portuguese business and which will contribute towards the process of sustained and competitive adjustment of the economy ; significant constraints still exist in relation to the capacity to transport people and goods ; and that over the time frame , the goal will be to use community funds preferentially for investment that generates value and reduces red tape in our economy and by doing so stimulates employment and the competitiveness of the Portuguese economy and business community. 9 The government thus set up a work group in August 2013 with the objective of preparing recommendations concerning High Value Added Infrastructure investment. Of even more importance is the fact that the work group has already put its report out for public discussion with a list of thirty possible strategic projects, which sends out a good signal to the market. It is true that since it is a medium/long term plan, and over and above the normal impact of delays referred to above, the results of the implementation of this strategy will only begin to be felt in terms of production as from next year. Also because of this, the indicators of confidence, most recently published by the INE (National Statistics Institute) as part of the Qualitative Attitude Survey for Construction and Public Works, which showed a trend of some recovery and less general pessimism reigning in this area, still has an overall negative tone in particular in relation to the order backlog. 9 Decree number A/2013 from the Office of the Secretary of State for Infrastructure, Transport and Communications 15

16 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA External Markets We present below a brief summary of the economic situation in the main international markets in which the company and its subsidiaries operate directly. ANGOLA After the sharp fall in GDP rates of growth between 2009 and 2011 following the world financial crisis, preceding which double digit rates had been posted, the Angolan economy is gradually recovering its growth potential. The IMF is estimating real GDP growth of 5.6% for 2013 (after the 5.2% posted in 2012) and with the expectation of greater growth in 2014 (6.3%) 10, as a result of ambitious public works programmes. The process of diversifying the economy has been essential to reduce the share of the oil sector in the country s national product, which will alleviate the impact of potential external shocks. At the same time, the coordinated execution of monetary and fiscal policies and the stability of the exchange rate have been key factors in stabilising prices in the Angolan economy. The average inflation rate for 2013 is forecast to be around 8%, constituting a new historic low. MOZAMBIQUE Attracting foreign investment and exploiting natural resources have been critical factors in increasing the growth potential of the Mozambique economy, which also benefits from an expansionist budgetary policy. Despite agriculture continuing to account for a high share of GDP, the discovery of large reserves of coal and gas has made possible an extraordinary development of the extractive industry, based on attracting large scale investment projects. This rate of expansion of growth of the economy is subject to debate however with significant constraints in terms of transport infrastructure. The IMF revised economic growth upwards for the country, in contrast to growth forecasts for the majority of the sub- Saharan economies, to 7.0% with a forecast of 8.5% for According to the official INE (National Statistics Institute) data, real GDP growth in the first six months was 6.6%, impacted, as the country was, by heavy rain and flooding at the beginning of the year. The average annual inflation rate measured by the consumer price index in Maputo, Beira and Nampula, the three main cities, was around 4.1% (measured in November 2013), according to information from the same entity. In general, the trend of inflation continues to be explained by the stability of the Metical on the domestic currency market and by the growth of money supply in line with the monetary programme, against a background in which measures continue to be in force to regulate prices. BRAZIL During the year 2013, GDP of the Brazilian economy grew by 2.4%, with a forecast of 2.6% for next year 12, lower than the growth forecast for the Latin American and Caribbean region. Inflation, which has been running at a high level with the latest forecasts indicating a rate of 5.8% (higher than the goal of 4.5%), has led to the country adopting a vigilant and somewhat restrictive monetary policy with an increase in base interest rates. 10 Regional Economic Outlook: Sub-Saharan Africa Keeping the Pace, IMF, October Regional Economic Outlook: Sub-Saharan Africa Keeping the Pace, IMF, October Preliminary Assessment of the Latin American and Caribbean Economies, CEPAL, United Nations 16

17 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA SÃO TOMÉ & PRÍNCIPE In 2013, the growth rate of São Tomé & Príncipe in 2013 is expected to show a real increase of 4.2% with a forecast for 2014 of 4.8%. One highlight of the country s economic performance in 2013 was the progress made to gradually stabilise prices. The cumulative inflation rate was 5.6% up to the end of November, a figure comparatively lower than over the last few years. Another was connected to exchange rate policy which continues to follow the goal of stabilising the Dobra in relation to the Euro, which resulted in a strengthening of the country s currency against the dollar of 3.0% between December 2012 and November PRODUCTION Portugal After the mergers of Contacto and of Maxbela that took place in 2012 and that of Socometal at the beginning of 2013 all of which were merged into Sociedade de Construções Soares da Costa, SA the relevant subsidiaries that have a significant presence in the Portuguese market are: Sociedade de Construções Soares da Costa, SA and Clear Instalações Electromecânicas, SA. In addition, various Complementary Groups of Companies (ACEs), consolidated using the proportional method, are in operation, in which the first named of the companies above is involved. The subsidiaries in the railway and maritime construction segment, Somafel and OFM, should also be noted, again consolidated using the proportional method. As was seen in the previous chapter, the construction market in Portugal is in deep recession. Public investment has fallen sharply since mid 2011 to a very small fraction of prior levels. At the same time, private investor confidence has become negative and the reigning climate of uncertainty has also led to private investment posting historically low levels. The sharp and persistent drop in demand has had severe and negative effects on the supply side with scores of companies going out of business, due to the need for other companies on whom they depended for business to downsize. This unrelenting downsizing is largely complete but there are still signs in the country of over sizing, which are visible in the cut throat competition existing for construction projects out for tender and the accompanying degradation of prices. In spite of its international vocation, Sociedade de Construções Soares da Costa, SA, either directly or through the complementary groups of companies in which it is involved, continues to do business in the domestic market and in 2013 carried out various significant construction projects. Among these, the highlight was the conclusion of the contract for construction of the Transmontana motorway. In addition to the motorway mentioned above, constructed by the complementary group of companies CAET XXI, in which the company has a 50% shareholding, the conclusion of the following construction projects of Sociedade de Construções Soares da Costa, SA (or of ACEs in which it participated) in 2013 deserves mention, although these are relatively small when compared to the huge scale of the motorway project: 13 Exchange Rate and Monetary Monthly Bulletin - November Banco Central de São Tomé e Príncipe. 17

18 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Gas pipeline Mangualde-Celorico-Guarda for REN; Serra da Estrela Inn for ENATUR; Aljustrel building for EDIA; Pedrógão building for EDIA; Construction for the upgrade and widening of 2X3 Lanes of the subsection Maia / Santo Tirso of the motorway A3 for Brisa. Among other construction projects running over several years, which are currently underway, worthy of note due to their size and which will end in 2014, the following can be highlighted: Moura/Safara water pipeline for Águas do Alentejo; Waste water treatment plant in Paço de Sousa for Simdouro; Hotel Sana Evolution for Aziparque; Tróia Resort for Pestana Group. Clear is the other subsidiary of the company carrying out business in Portugal and also in Angola, here through its subsidiary Clear Angola. In Portugal, despite facing a difficult economic situation with a scarcity of projects, Clear succeeded in maintaining a satisfactory use of installed capacity, participating in various projects of significance in Portugal, both as a partner with the group s construction company, and also on its own, the highlights of which were: Serra da Estrela Hotel in Covilhã for Enatur, which is part of the Pousadas de Portugal network. In 2013, all work relating to air conditioning, electricity, hydraulics, technical management and fire protection were completed. Hotel Corinthia Lisbon used the services of the company to optimise energy consumption for the building s air conditioning. This is a flagship project for Clear because of the pioneering nature of the work done in the area of energy efficiency. The project was voted Western Europe Region Energy Project of the Year by the Association of Energy Engineers (AEE), aimed at exceptionally innovatory projects undertaken outside the United States. The contract for the Hotel Sana Evolution Lisbon was awarded in February 2013 by Aziparque, and Clear was given responsibility for carrying out works relating to air conditioning, hydraulics, fire safety systems, technical building management and electrical installations. Groz Beckert Construction of an Industrial Building in Valadares, Vila Nova de Gaia: execution of works began in the last quarter of 2013 for electricity, telecommunications, air conditioning, hydraulics and management of a new industrial building to expand the production of the factory. Organic Waste Processing Plant in Seixal: electrical and mechanical work and the installation of the main equipment were completed while control and automation systems were designed and installed. The phase of off load testing of the main electromechanical equipment was also begun, including related automation and control systems. For the Watering and Drainage Infrastructure for the Aljustrel and Pedrogão Block for EDIA, specialist work was completed for the expansion of the Aljustrel Watering Building and also specialist work for hydraulics, electricity and remote management of the new Pedrogão 3 Watering Building construction project for water and drainage infrastructure. Despite the shortcomings affecting the Portuguese economy because of the capacity of the railway infrastructure the business segment of the subsidiary Somafel the deterioration of the sector continued, due to severe funding limitations on the public railway system imposed by the government. 18

19 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Thus, in the Portuguese market, Somafel s business was confined to carrying out service work under a maintenance contract with REFER for lots 2 and 5, currently in progress, which was carried forward from the prior year, as well as other small works. In the work group report on High Value Added Infrastructure, highlights among the priorities set out for the railways sector are the conclusion of the modernisation plan for the Northern line, the modernisation of the Beira Alta line, work on the Cascais line and the new international links Sines-Caia and Aveiro- -Vilar Formoso. However, any impact of these projects on the business activities of the companies in the railway sector is unlikely to be felt until after In the port and harbour construction area, the business area of the company OFM, the contract for the Supply and Erection of Seventeen Sea Defences at Dock 2 North for Leixões Port was concluded, involving the supply and erection of defences, including the clearing of damaged defences, as well as a contract (as a consortium) for the Construction of Port Infrastructure and Improvement Works to the Madalena Port Shelter, Island of Pico from the Portos dos Açores, S.A. Also concluded as part of a consortium was a contract for the Construction of a Ramp for Roll On Roll Off Ships and Ferry, and Ancillary Works for the Port of São Roque, Pico Island from Portos dos Açores, S.A. In 2013, this subsidiary continued to work primarily abroad on projects in Algeria, Cape Verde, Mozambique, Venezuela, Brazil and Angola, a highlight being the volume of work and the importance of its contribution to turnover of the project at the Port of La Guaira in Venezuela, which is expected to be completed in April Angola The Angolan market, in which the company has been operating continuously for more than three decades, continues to be of fundamental and strategic importance to the development of the company s businesses. The company has managed to consolidate its recognised prestige and reputation, namely in the building construction segment, where it has undertaken highly important and significant construction projects in a range of sub-segments: residential, commercial and office buildings. In 2013, some unexpected difficulties arose in the planning of production, because of projects which had been awarded and even contracted but which were cancelled or suspended, some of which do not have a planned start date. In addition, and as noted in interim reports, the delays on the start up of refurbishments works on Boavista and Sambizanga Slopes, which began only in March, on the residential project for Angola LNG in Soyo, and the infrastructure and administrative buildings of the Fútila Industrial Complex in Cabinda, which only began at the end of 2013, had a negative impact on normal production activity, leading to discontinuities and a slower pace of work. Steps were taken to mitigate these effects but they had nonetheless an important effect on turnover, as will be explained in a later chapter of the report. The Angolan market, despite the above, continued to be the top market in 2013 with more than twenty active and significant projects, among which deserve special attention the following: Luanda Bay Seaside requalification for Baía de Luanda company; New headquarters building of the INE in Luanda; Restoration and construction of the Angolan Armed Forces Museum. Among the construction works of relevance in terms of production and turnover in the year, over and above those mentioned above, were the following: Headquarters Building of BESA, 2 nd phase, in Luanda; Museum of Science and Technology in Luanda for the GOE; 19

20 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA Luanda Towers, for the Vista Club; Upgrade of Encostas da Boavista and Sambizanga in Luanda for the Ministry of Urban Development and Construction; New office building in Luanda for the Insurance Company AAA; Muxima Plaza Buildings in Luanda for Prominvest; Dipanda Towers in Luanda for Novinvest; Lobito Building in Lobito for BESA; Provincial Headquarters of the INE in Malange, Huambo and Benguela; Various works in Luanda for SONILS; Huambo Cultural Centre for the Provincial Government. Clear Angola has become the leading company in Angola for electrical, hydraulic, air conditioning, building management system and maintenance installations. Its technical competence, financial strength, and ability of its staff have enabled CLEAR Angola to be successfully selected for large scale construction projects or those of technical complexity. The following is a list of the most significant projects and contracts in which Clear Angola was involved during the year 2013: Luanda Building Ex-IPGUL, in which the CACL (Administrative Commission for the City of Luanda) has been installed, saw the conclusion of Clear s work on this project for the design and execution of electrical engineering, HVAC and hydraulic installations. BESA Building, Lobito in the city of Lobito, for which the contract for electrical engineering and hydraulic installations was completed. Descontão Supermarket in Camama, Belas, Luanda hydraulic installations. Baía Building in Luanda, in which electrical engineering and hydraulic installations completed. A highlight of this project was the development and implementation of a system for measuring electricity, water and gas consumption designed by Energy Management. Fénix Building in Luanda was concluded with activity in three areas: electrical engineering, HVAC and hydraulics. Headquarters Building of the National Press in Luanda, a contract won in 2013 for which Clear will carry out the electrical engineering, HVAC and hydraulic installations. In Clear Angola s business mix, electrical work represented 60% of the output (58% last year) while air conditioning once again accounted for 16%. There was an increase in maintenance, which generated income of 13% (5% in 2012) with hydraulic work accounting for smaller share at 11% (21% in the previous year). Mozambique Mozambique is also a market where Soares da Costa has been operating for a long time and which in recent years has become increasingly important, not just because of its significant turnover and profitability, but also because of the relevance, quality and importance of the construction works and projects that have been carried out or are in progress. Over and above the business carried out via Sociedade de Construções Soares da Costa, SA, more focused on international projects, the business also operates through a subsidiary company incorporated under Mozambique law, Soares da Costa Moçambique, SARL, owned 80% by Soares da Costa Construção, SGPS, SA, with the remaining shares held by the Mozambique state. 20

21 REPORT & ACCOUNTS 2013 SOARES DA COSTA CONSTRUÇÃO, SGPS, SA As far as the activity of Sociedade de Construções Soares da Costa SA in Mozambique is concerned, work on contracts awarded in previous years continued apace, as follows: New bridge over the River Tete: in October the concrete deck was completed, as well as work on concrete approach viaducts. Work was also carried out, despite some limitations which were outside the control of the construction company, on access roads. It is expected that the project will be completed during 2014; Pemba airport project: this is in the final phase of completion, with the expectation that it will have entered service by the time that this report is published; Lots 2 and 3 of National Road 221: earth moving work was completed, and the laying of ground cement has almost been concluded. Work began on double surface coating. The project is expected to be completed for the 2nd quarter of Meanwhile, the following projects were started during the year 2013: Building of thirty rail bridges in the Nacala Corridor for CDN (a subsidiary of the Brazilian Mining Company, Vale); this contract was extended at the end of 2013 to cover another twelve bridges, thus constituting at this point the biggest challenge that the company has in Mozambique. Building of twelve road bridges for ANE National Roads Administration, in the provinces of Manica and Sofala. This design /build project, which was won in 2012, saw the execution of tasks related to design while the construction site was prepared; the majority of the work will be carried out in In relation to activity of the subsidiary Soares da Costa Moçambique, SARL, there was a marked increase in turnover (+24%) and also the order backlog, all of which suggest a high level of business in the foreseeable future. The following construction projects were completed: Construction of the Solar das Acácias Building in Maputo; Refurbishment of the Museum of the Revolution in Maputo; Construction of a number of social buildings in Caia and Chimuara; Construction of a car park silo next to the Millennium Developers Building in Maputo; Refurbishment of the basement and floor of the Torres Altas building in Maputo; Upgrade of the Pombal building for HCB - Songo, Tete; Expansion of the water distribution system to the village of Bobole; Construction of 15 Type 3 residences for HCB in the town of Songo, Tete; Refurbishment of the ex-salvador Caetano building in Matola; Construction of a container terminal for MCT, Machava; Construction of the 4th phase of the ISDB - Dom Bosco Higher Institute, Maputo. Another significant batch of construction works were begun in the year, namely: Construction of concrete foundations for high voltage power lines for Electrotec, Maputo; Expansion of the study building of the Golo agency in Maputo; Refurbishment of the top floors and facade of the headquarters building of Petromoc, Maputo; Construction of the BCI agency in Xai-Xai; Refurbishment of premises of the BCI agency in Av. do Trabalho, Maputo; Refurbishment of premises of the BCI agency in Alto Maé, Maputo; Construction of administrative block and classrooms of ISAP in Tchumene, Maputo; Restoration of ex-almoxarifado da Casa do Artista in Beira; Construction of a teaching complex at the UEM - Eduardo Mondlane University (URBE) Maputo. 21

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