Consolidated Report and Accounts 2003

Transcription

Portugal
Spain
Italy
Germany
Holland
Porto
Madrid
Milan
Düsseldorf
Hoofddorp
Lugar do Espido,Via Norte
4470 MAIA
Telephone: +351 22 948 7797
Fax: +351 22 940 4452
C/ Conde de Aranda, 24, 3º
28001 MADRID
Telephone: +34 91 575 8986
Fax: +34 91 575 7903
Via Leopardi 14
20123 MILAN
Telephone: +39 02 4391 2517
Fax: +39 02 4391 2531
Kanzlerstrasse 4
40472 DÜSSELDORF
Telephone: +49 211 4361 6201
Fax: +49 211 4361 6202
Polarisavenue, 61
2132 JH HOOFDDORP
Telephone: +31 23568 50 80
Fax: +31 23568 50 88
Lisboa
Bilbao
Rua Amílcar Cabral, 23
1750-018 LISBOA
Telephone: +351 21 751 5000
Fax: +351 21 758 2813
Ibañez de Bilbao, 28, 7º Módulo C
48009 BILBAO
Telephone: +34 94 435 6070
Fax: +34 94 424 3707
Consolidated Report and Accounts
Greece
Brazil
Athens
São Paulo
10. Kapsali Str.,
Herodotou Str., N. Douka Str.
Kolonaki
10674 ATHENS
Telephone: +30 21 0727 9907
Fax: +30 21 0727 9927
Rua Gomes de Carvalho, 1327, 3º, Conj.32
Vila Olímpia, São Paulo – SP
CEP: 04547 – 005
Telephone: +55 11 3845 5399
Fax: +55 11 3845 4522
Front cover: Estação Viana
Back cover: CascaiShopping
Sonae Imobiliária Consolidated Report and Accounts 2003
www.sonaeimobiliaria.com
2003
Macroeconomics & Retail Market Overview 01
Notes to the Directors Report as of 31 December 2003 10
Consolidated accounts as of 31 December 2003 13
Notes to the consolidated financial statements as of 31 December 2003 17
Statutory auditors’ report and audit report 48
Report and opinion of the statutory board of auditors consolidated accounts 50
Real Estate Assets Valuation 52
Sonae Imobiliária
Macroeconomics & Retail
Market Overview
2003
PERFORMANCE TRENDS
Portugal
Retail Yield Data
ECONOMIC OVERVIEW
>
Economic growth remains relatively weak, with estimates for
2003 showing the economy actually contracted by –0.8% over
the year as a result of poor consumer spending, high debt and
negative investment growth levels. However, third quarter
data showed improvements in the level of growth, suggesting
that a tentative recovery has begun.
Headline High Street
Headline Shopping Centre
Average High Street
11
10
9
%8
7
Inflation is declining, following its 4.2% high in February to reach
its lowest level (2.3%) since April 2000. This moderation should
continue until demand picks up more significantly in 2005.
RETAIL & CONSUMER TRENDS
Retail sales growth has been poor in recent quarters, with the
overall level contracting over the past four quarters on a year-onyear basis. This pattern of negative growth is echoed in the nonfood and clothing sectors, whilst the growth in the food sector
remains subdued yet positive.
As the global economy begins to improve in 2004, the increase
in external demand is expected to boost confidence levels and
encourage consumer demand within the Portuguese economy.
Demand for retail locations remains relatively strong, although
there is a tendency for increasing selectiveness amongst
retailers. However, there is the potential for further growth within
the sector as overseas retailers are continuing to seek entry into
the market.
6
03
De
c
03
02
c
n
De
Ju
01
02
Ju
n
01
c
De
00
c
Ju
n
De
99
00
Ju
n
99
c
De
98
c
De
ju
Ju
n
97
n
98
97
c
De
De
c
Ju
n
96
5
Source: C&W H&B, European Research Group
The long term trend for yields in all the retail sub-sectors has
been downwards, although the economic slowdown gave rise to
a marginal softening of high street yields in the second half of
2002. However, shopping centre yields remained stable during
the most recent economic slowdown and, at 6.50% for prime
stock in the capital, are currently at record lows.
Portugal is one of the few European markets where shopping
centre yields are lower than for the high street, mainly because
of the lower risks associated with more modern flexible leases, as
opposed to the more tenant-friendly old-style leases, which still
predominate on many high streets.
Retail Rental Indices
160
Average High Street
Average Shopping Centre
140
120
Growth in Consumer Spending
100
15
Total retail sales (%)
Consumer spending (%)
80
03
c
De
Ju
n
03
02
De
c
01
02
n
Ju
De
c
Ju
n
01
00
De
c
99
00
n
Ju
De
c
99
n
98
Ju
De
c
97
98
n
ju
De
c
96
De
c
annual % growth
97
10
n
>
The government is currently setting into motion fiscal policies
such as privatisation, the restructure of the energy sector
and the reform of the tax system, as well as continuing to
reduce the budget deficit, in an attempt to improve the
underlying structure of the economy.
Ju
>
5
Shopping centre rents for the best schemes have continued to
rise, despite the difficulties being faced by the wider retail and
consumer market during the last two years or so.
0
-5
1999
Q1
1999
Q3
2000
Q1
2000
Q3
2001
Q1
2001
Q3
2002
Q1
2002
Q3
2003
Q1
2003
Q3
In contrast the increasing amount of new, modern space has led
to greater choice for retailers, and lower quality schemes have
been struggling to lease available space. Rental levels have
softened as a result.
Source: C&W/H&B, European Research Group
The high street market has recovered well from the fall in values
seen in 2001, although rents recorded zero growth during 2003
and remain nearly 14% below their peak of March 2001.
SHOPPING CENTRE DEVELOPMENT TRENDS
Key Data
Total GLA: 1.69 million m2
GLA/1000 Population: 162m2 (EU: 180m2)
Pipeline 2004/5: 252,059m2
Out-of-town development is less of an issue in Portugal than
in Spain or Italy due to the relatively recent evolution of the
concept. However, planning legislation is likely to tighten further
in the coming years, putting the focus back on town centre
development opportunities.
Developers are no longer concentrating exclusively on Lisbon and
Porto. Approximately two thirds of the shopping centre and other
new format retail space scheduled to open over the next 2-3 years
will be outside the Greater Lisbon and Porto areas.
The development surge in 2003 occurred ahead of the recent
tightening of planning legislation, which also introduced licence
requirements for multiple retailers wishing to open new stores.
Retail sales growth in 2003 demonstrated a relatively low level
of volatility, remaining between 5.0% and 6.0% (year-on-year) for
the first three quarters. However, recent data suggests a mild
slowdown with growth in the third quarter of 5.0% compared to
5.9% in Q2. Large retail outlets, however, are continuing to
experience far higher rates of growth, despite also seeing
declining growth in the third quarter.
On a monthly basis, total retail sales fell in November 2003 to
3.6% (year-on-year) from 7.1% in the previous month. This fall was
particularly marked for the food industry which declined from
6.0% to 1.9%.
Despite the slight slowdown in the sector, growth remains
relatively resilient and should improve as the economy
strengthens in 2004.
10
RETAIL MARKET OUTLOOK
annual % growth
The slowdown in consumer spending is a concern for the
shopping centre sector, although there is firm retailer demand for
the better schemes where vacancy rates are low. Whilst retailer
profitability remains good, retailers are taking a more cautious
approach to expansion and this has given rise to more
conservative rental growth forecasts.
8
6
4
2
0
The sector is likely to become more polarised, with significant
differences emerging in shopping centre performance. In some
smaller towns, schemes scheduled for completion in the short
term may lead to over-supply in certain areas. There continues
to be significant cross-border retailer activity, with a number of
operators actively seeking space in the major towns and cities.
1999
Q1
1999
Q2
2000
Q1
2000
Q2
2001
Q1
2001
Q2
2002
Q1
2002
Q2
2003
Q1
2003
Q2
PERFORMANCE TRENDS
Retail Yield Data
Spain
ECONOMIC OVERVIEW
>
Spanish economic activity has remained robust over the past
year, with estimated growth of 2.4% (2003), considerably higher
than the Eurozone’s growth of 0.5%. This buoyancy is set to
continue, with the economy having rebounded from the mild
slowdown in 2002-3, and is forecast to rise at 2.9% this year.
Average High Street
9.0
8.5
8.0
7.5
7.0
% 6.5
6.0
5.5
5.0
4.5
03
03
De
c
02
02
n
Ju
De
c
01
n
Ju
De
c
01
00
n
Ju
De
c
99
99
00
n
Ju
De
c
98
n
Ju
98
n
ju
De
c
97
De
c
96
n
Ju
De
c
Domestic demand continues to drive the economy, with
estimated growth of 3.1% in 2003, supported by tax cuts,
job creation and low interest rates.
97
4.0
>
>
>
Export growth continues to improve and will accelerate as
the Eurozone’s recovery gets underway this year, providing
a more significant contribution to growth.
Inflation remains high at 3.0% (2003). However, upward
pressures such as the recent strong growth in food prices
are expected to moderate in the near-term.
As in a number of other European countries, the gradual maturing
of the shopping centre sector and its emergence as an
acceptable component of property investment portfolios has
seen yields fall over the longer term.
However, shopping centre yields have seen little movement in the
last three years and remain above those for the best high street
stock, although the latter’s softening late last year has brought
the two closer together.
At 6.25%, prime Spanish shopping centre yields are just slightly
lower than the European average, which is roughly in the range
of 6.50-7.00%.
02 / 03
SONAE IMOBILIÁRIA
200
180
%
High street retail property’s out performance looks set to
continue (compared with the office and industrial markets), in to
2004, with prime values likely to be supported by a strong retail
sector. For shopping centres, stronger growth is expected for the
better schemes in areas of relative under-supply.
Average High Street
220
160
Large format retailing is set to do particularly well with
continuing consolidation leading to increased turnover for
multiple operators, although the impact on property values will
clearly be linked to localised supply and demand factors.
140
120
100
03
03
On the investment side, whilst investor interest is unlikely to
diminish, it is difficult to see how much lower yields can fall
although aggressive bidding is still likely for the best schemes
that are offered to the market.
De
c
02
n
Ju
02
c
De
01
Ju
n
01
c
De
00
c
Ju
n
De
99
00
Ju
n
99
c
Ju
n
De
98
98
c
n
ju
De
97
97
c
De
c
De
Ju
n
96
80
The Spanish retail property market remains one of the strongest
in Western Europe. The buoyant economy and healthy level of
consumer expenditure growth has helped to maintain a good
level of activity in the market.
On the high street, the limited supply of good quality stock has
also helped to push high street rents to record levels. There is,
however, still an element of caution amongst occupiers and
although December rents were slightly up on September, the
pace of growth maybe slowing.
Over the longer term, shopping centre rental growth has fallen
well short of that for high street shops, with rents remaining
static for long periods. Despite supposedly restrictive planning
regulations, there has been a relatively constant flow of new
shopping centre space on to the market in the last few years
which has boosted the level of provision to significantly above
the EU average.
Greece
ECONOMIC OVERVIEW
>
The Greek economy has continued to outpace that of the
Eurozone, with estimated growth in 2003 of 4.0% compared
with the Eurozone’s 0.5%. This buoyancy is largely a result of
continued strength in the investment sector and is further
enhanced by robust consumer spending.
>
Growth should continue to be supported by investment in 2004,
particularly in the run-up to this year’s Olympic Games, as the
sector is sustained by increased construction activity.
>
The government has unveiled a campaign designed to reduce
inflation due to recent suggestions of suspected profiteering
by large firms. The policy is intended to toughen up regulations
regarding price increases and also calls for moderation
regarding wage increases in the private sector.
Key Data
Pipeline 2004/5: 1.1 million m2
Spain has the fourth highest level of shopping centre floorspace
in Europe, ahead of Italy but behind the UK, France and Germany.
Just under 30% of this floorspace has been built in the last 5 years.
Although legislation is generally restrictive, there are no uniform
regulations across the country, and planning policy relating to
large-scale retailing is evolving on a regional basis.
Large-scale developments that contain a leisure element rather
than being hypermarket-anchored are more likely to gain
planning consent.
Consumer spending has continued to remain strong in 2003, with
estimated growth of 3.3% (an increase over the previous year’s
2.8%). This strength is underpinned by increases in household
income resulting from higher real wages and tax cuts. Growth is
expected to accelerate in 2004, to reach a peak of 4.1%.
The latest available quarterly data (Q2 2003) shows a sharp
decline in retail sales growth. However, more recent data,
collected on a monthly basis, from September 2003 shows yearon-year growth in retail sales up 9.0%, a significant improvement
over the declines that occurred earlier on in the year. This growth
is set to continue into the near future as the global economic
recovery progresses in 2004-5.
Retailer demand also remains strong, with particular interest in
the sector originating from external investors as a result of the
forthcoming Olympic Games.
180
160
20
140
120
100
10
03
03
c
De
02
c
Ju
n
De
01
02
Ju
n
01
c
De
00
Ju
n
De
c
99
00
Ju
n
98
99
c
De
Ju
n
98
c
n
ju
De
97
c
De
96
Ju
n
c
0
97
80
5
De
annual % growth
15
-5
2000
Q1
2000
Q3
2001
Q1
2001
Q3
2002
Q1
2002
Q3
2003
Q1
2003
Q3
In common with a number of other European markets, high street
rents peaked in early 2001 before recording falls later that year
and also in 2002. However, values are now more stable and
December figures showed little change on a year earlier.
Despite these falls, the market has still been enjoying a period of
expansion and modernisation. Retail development is continuing
apace and strong interest from international retailers is being
maintained.
PERFORMANCE TRENDS
Retail Yield Data
As with yields, historic rental evidence for shopping centres is
limited, although recent negotiations for forthcoming schemes are
providing some idea of what may be achievable on new centres
11
10
9
Key Data
%8
7
Total GLA: 146,000 m2
6
GLA/1000 Population: 13 m2 (EU: 180 m2)
Pipeline 2004/5: 230,000 m2
De
c
03
03
02
n
Ju
De
c
02
01
n
Ju
De
c
01
00
n
Ju
00
c
n
Ju
De
99
99
c
n
De
Ju
98
98
c
n
ju
De
97
c
n
De
Ju
De
c
96
97
5
The trend for high street yields over the last 5-10 years has been
steadily downward, with a particular fall prior to Greece’s
admission to EMU. Following some two years of little movement,
high street yields came under pressure in mid-2003, with good
quality high street property attracting sub-7% yields.
Yield evidence for shopping centres is very scarce given the lack
of stock and limited investment market, but estimates for a large
out-of-town scheme are in the 8-8.5% range.
More standing investment transactions are expected as the
amount of shopping centre stock increases. Investors active in
or looking at the market include Pradera, Pricoa, Lend Lease and
some new funds such as NGBI.
Per capita shopping centre floorspace in Greece remains the
lowest in the EU, at just 13m2 per 1,000 inhabitants, with
modern shopping centre space only becoming a feature of the
market from 1999 onwards.
Much of the Greek retail sector remains characterised by
traditional stores trading within a fragmented sector dominated
by independent retailers.
The majority of ‘shopping centre’ floorspace at present consists
of shopping arcades attached to hypermarket-led schemes. The
average size of these centres is just 15,000m2. Three existing
schemes are anchored by a Carrefour hypermarket.
High street rental growth is expected to pick up in the coming
year on the back of continuing strong retailer interest and the
impetus provided by the Olympic Games. For shopping centres,
rents are more difficult to forecast given the absence of an
established market cycle, but there is undoubtedly too little
modern stock to satisfy current requirements and medium to
longer term growth is anticipated.
The first standing investment transactions for retail property are
being concluded (including some potential sale and leasebacks).
With the arrival of more modern stock, the market will become
more liquid which should help boost capital values.
04 / 05
SONAE IMOBILIÁRIA
PERFORMANCE TRENDS
Germany
Retail Yield Data
ECONOMIC OVERVIEW
Average High Street
7
5
4
99
n
9
Se 9
p
9
De 9
c
9
M 9
ar
00
Ju
n
0
Se 0
p
00
De
c
0
M 0
ar
0
Ju 1
n
0
Se 1
p
01
De
c
01
M
ar
0
Ju 2
n
02
Se
p
02
De
c
02
M
ar
0
Ju 3
n
03
Se
p
03
De
c
03
The government has passed into law an adapted version of
Agenda 2010, which includes legislation designed to increase
the flexibility of the labour market. Tax cuts were also
declared, albeit on a reduced scale than originally proposed.
%
ar
>
The economy demonstrated the beginnings of a tentative
recovery in the third quarter of the year, with a return to
positive quarter-on-quarter growth but is expected to remain
relatively subdued in 2004 with forecast growth of 1.8%.
6
Ju
>
2003 was a difficult year for the German economy, with the
country entering a brief technical recession in the first half
of the year, leading to an annual year-on-year estimate of
zero-growth.
M
>
The negative economic conditions are continuing to have a
harmful effect on consumer spending levels. The estimated figure
for 2003 suggests that domestic demand actually contracted by 0.1% over the year due to a lack of confidence in both the
economy and the labour market.
Consumer demand should begin to recover over the next few
quarters as tax cuts and labour reform are implemented, resulting
in restrained, yet positive, forecast growth for 2004 of 1.1%.
Shopping centre yields have remained relatively stable in the last
year and indeed the last few years. Yields are also low by
European standards, but remain slightly higher than for high
street property. This is largely due the negative impact on
cashflows (and therefore yields) caused by expenses such as
non-recoverable service charges. In addition, shopping centres
are generally not in A1 town centre locations and their value is
much more geared to how well they are managed.
The lack of consumer confidence has resulted in severe declines
in retail sales growth, with November data showing an overall
decline of -4.9%. However, as confidence in the economy
strengthens, the retail sales sector should again begin to expand.
Shop yields meanwhile have shown a greater tendency to shift
according to market sentiment, indicating the greater sensitivity
of the high street market to economic changes (smaller, private
investors dominate the high street market). Following a slight
hardening in the second half of 2002, high street yields drifted
up again as the difficulties being experienced by retailers
became more apparent.
6
130
4
120
2
110
0
100
-2
90
2001
Q3
2002
Q1
2002
Q3
Se
p
9
De 9
c
9
M 9
ar
00
Ju
n
0
Se 0
p
00
De
c
0
M 0
ar
0
Ju 1
n
0
Se 1
p
01
De
c
0
M 1
ar
0
Ju 2
n
0
Se 2
p
02
De
c
0
M 2
ar
0
Ju 3
n
03
Se
p
03
De
c
03
2001
Q1
99
2000
Q3
n
2000
Q1
Ju
1999
Q3
ar
1999
Q1
99
80
-4
M
annual % growth
Average High Street
140
Retailer demand for secondary locations and smaller towns is
weak, with high vacancy rates and re-letting needing the support
of landlord concessions. At the prime end of the market, however,
demand is still reasonable for the key high streets and, whilst
rents have softened marginally, they remain on a high level.
The limited availability of good quality shopping centre space has
meant that retailers still need to compete for the best schemes.
This is helping to support rental levels. The increase seen in 2001
was largely due to the telecoms retailers who expanded rapidly at
the peak of the market. However, rents have softened slightly in
the last two years or so, with additional shopping centre floor
space but slower retail expenditure growth. As a result, even
rents in prime schemes have come under pressure but should
stabilise at or around current levels.
Key Data
Total GLA: 11 million m2
Consumer expenditure improved slightly over the third quarter,
growing by 2.5% (year-on-year), higher than the estimated
annual 2003 figure of 2.0%. This level of growth is expected to be
sustained into 2004-5.
In contrast to the picture of a tentative recovery illustrated by
growth in consumer spending, there was a contraction of -0.5% in
retail sales (in year-on-year volume terms) over the third quarter.
This was led in particular by declines in non-food and clothing sales.
As the economy improves in 2004 and 2005, this should boost
demand in the retail sector. However, recent consumer
confidence has been considerably damaged by the Parmalat
scandal, which could delay the expected improvement of both
consumption and retail demand.
Development activity peaked in the mid 1990s following
reunification, with over 1.1 million m2 of shopping centre
floorspace opening in 1995, principally focused on Eastern
Germany. Due to a shortage in good quality retail space a large
amount of out-of-town retail floorspace was built.
As yet, there are few signs of a pick-up in the wider retail sector,
but the best property is still clearly in demand from both
occupiers and investors. Whilst the weakness in secondary
locations is likely to persist, rents at the top end of the market
are expected to remain stable. Yields meanwhile are also
expected to stay at their current low levels, at least for the next
few months.
There is little danger of an over-supply of prime space, despite
the weak market and large number of shopping centres in the
pipeline. The difficulty in gaining planning consent for out-oftown schemes has meant that developers have been focussing
on in-town schemes, of which there are a number in various
cities. There has been a slight increase in overall availability, as a
result of some retail chains releasing poorly performing units,
although these tend to be in more secondary locations.
3
annual % growth
Post-1999, the amount of new shopping centre development
declined, partly due to the restrictive planning legislation which
focuses on protecting town and city centres.
4
2
1
0
-1
1999
Q1
1999
Q3
2000
Q1
2000
Q3
2001
Q1
2001
Q3
2002
Q1
2002
Q3
2003
Q1
2003
Q3
PERFORMANCE TRENDS
Retail Yield Data
Average High Street
10
9
8
%7
6
03
03
De
c
02
n
c
De
Ju
02
01
c
De
Ju
n
01
00
n
Ju
00
c
n
Ju
De
99
99
c
De
98
n
Ju
De
c
98
n
ju
97
c
De
n
Ju
De
c
ECONOMIC OVERVIEW
97
4
96
Italy
5
>
>
>
The economy has experienced a slowdown over the past 24
months, with GDP data for 2003 showing growth of only 0.5%.
However, recent data shows that the economy has emerged
from the technical recession of the first half of the year to
grow at 0.5% quarter-on-quarter.
Economic growth should begin to pick up in 2004, as the
implementation of tax cuts starts to take effect, alongside
improvements in both business and consumer confidence
levels. This should result in growth of approximately 1.6% over
the year, rising to 2.1% in 2005.
The inflation rate remains above the Eurozone average of 2.1%,
with a figure of 2.7% recorded in 2003, a factor that will
continue to endanger Italy’s competitiveness.
Following a gradual narrowing of the gap between shopping
centres and high street property, yields for both have generally
remained unchanged for some time. Shopping centre yields
remain above those for the high street, although evidence for the
latter is limited given the small number of investment
transactions over the last few years. In the short term capital
values should remain stable, with little change in yields expected.
Retail warehousing is the only retail sub-sector where yields are
both under downward pressure and expected to fall further in the
medium term. The increasing number of purpose-built parks
coming on to the market will ensure that this kind of stock
becomes a more familiar feature of the retail landscape and a
more acceptable product among investors.
06 / 07
SONAE IMOBILIÁRIA
Renewed rental growth was seen in the second half of the year
despite the wider slowdown. However, whilst certain “pressure
points” may see further uplift, the general view is that retail rents
are in for a period of slower growth. Indeed, secondary locations
are expected to see a further weakening of demand which may
result in a softening of rents. Rents in key shopping centres
should continue to be under-pinned by strong retailer demand,
notably from international occupiers.
Average High Street
210
170
130
On the investment side, whilst investor demand will remain firm
for the best shopping centre and high street stock, further gains
through yield falls are unlikely. Yields should therefore remain
generally stable albeit with more downward pressure on retail
warehouse yields.
03
03
c
De
02
c
Ju
n
De
01
02
Ju
n
00
01
c
De
Ju
n
00
c
Ju
n
De
99
99
c
De
98
c
Ju
n
n
ju
De
97
98
97
c
De
c
De
Ju
n
96
90
High street rents continued to rise in the second half of the year,
although growth began to slow towards the year-end. Rents are
now widely believed to be at or near their peak and should begin
to plateau. Whilst shopping centres are becoming increasingly
popular, the focus of Italian retailing remains the high street. This
is demonstrated by the fact that retailers are willing to pay much
higher rents (around 2-3 times more) for high street space than
shopping centres.
Recent growth in headline shopping centre rents has been limited
as far as the general tone of the market is concerned, although
many landlords with successful schemes are likely to have
benefited from the additional turnover elements incorporated into
many shopping centre leases.
Key Data
Brazil
ECONOMIC OVERVIEW
>
The economy has recently come out of a technical recession,
with mild but positive quarter-on-quarter third quarter GDP
growth of 0.4%. This suggests that annual growth will also have
been positive, at 0.4%. This tentative recovery is expected to
continue into 2004, as increased confidence and recent
interest rate cuts begin to have effect, with GDP growth
forecast to reach 3.3%.
>
Inflation is continuing to decline at a steady pace and reached
a 13-month low of 8.2% in December. The price level is forecast
to fall further to 3.9% by end-2005, meeting the government’s
4.5% inflation target.
>
The government is continuing to implement structural reform,
despite its potentially stagnating effect on the economy, but
the effect of this fiscal restriction should be offset by
significant growth in external demand, resulting from a global
economic recovery.
The Italian shopping centre market has the fifth highest level of
floorspace in Europe, at over 6.7 million m2 in total. Over 25% of
this floorspace has opened in the last 5 years.
Consumer spending has been declining over recent quarters,
resulting in an overall fall in growth of -1.1% in 2003.
Following the 2 year moratorium on large-scale retail
development, which came to an end in June 2000, most Italian
regions have devised their own retail planning legislation, and
retail planning policy is now evolving on a regional basis.
Falls in household income in 2003 have impacted significantly on
the retail sales sector, with growth having declined for much of
the last year. However, recent figures have suggested that there
will be a cautious, yet steady, revival of spending in the retail
sector over the near-term.
Despite experiencing rapid growth in recent years, shopping
centre floorspace is still below the European average, at 116m2
per 1,000 inhabitants.
Recent falls in interest rates have resulted in significantly higher
levels of borrowing by households. This has resulted in a revival
of spending in the consumer durables and automobile sectors
over the latter part of 2003.
Key Data
6
4
annual % growth
2
GLA/1000 Population: 30.2m2 (EU: 176.4m2)
Pipeline 2004/5: 23 Schemes currently under construction (ABRASCE)
0
Following the fairly slow pace of growth from the mid-1960s to
the mid-1980s, the modern shopping centre development boom
began in the late 1980s and continued throughout the 1990s.
The development peak occurred between 1996 and 2001 when
nearly 100 new schemes were opened.
-2
-4
-6
-8
2001
Q1
2001
Q3
2002
Q1
2002
Q3
2002
Q1
2002
Q3
Geographically, the states of São Paulo, Rio de Janeiro and Minas
Gerais account for 78% of all shopping centres. Indeed, São Paulo
accounts for 36.4% of the total with 92 schemes.
Outside these states and the southern states, retailing tends to
be concentrated on the high street.
PERFORMANCE TRENDS
The Brazilian property investment market is still in its infancy
and hard evidence of transactions is difficult to obtain.
The property investment market remains dominated by the
domestic pension funds, although Law 2720 passed in April 2000
restricts their investment in real estate and is leading to
disinvestment.
During the 2003 Christmas period, shopping centre sales were
slightly higher (1-2%) on a year earlier, although for the year as a
whole turnovers were 2-3% down on 2002. The downturn in sales
was blamed largely on high interest rates and high corporate
taxes. However, the outlook for 2004 is somewhat more positive,
with sales growth of 3-5% anticipated.
The more stable economic outlook is expected to push up rental
levels for the best schemes over the next 12 months, although it
is clear that with greater choice for retailers and consumers,
rents in the weaker schemes may come under pressure.
250
Average High Street
200
Use of the Internet is growing rapidly, with around 12 million
people now estimated to have access. Studies show that retailers
believe the proportion of their sales transacted online will
quadruple within around five years. This may have a considerable
impact on property, with a potentially greater emphasis on
distribution warehouses and call centres.
150
100
50
03
03
De
c
02
n
Ju
De
c
01
01
02
n
Ju
De
c
00
n
Ju
00
n
Ju
De
c
99
99
c
De
98
c
n
Ju
De
97
98
ju
n
De
c
Ju
n
97
0
Rents, which are normally quoted in US$, have fluctuated in
recent years because of the instability of the Real.
In the year to December, shopping centre rental growth
amounted to 6.7%, despite a slight fall in the second half of the
year. The market appears to have made a good recovery from the
economic troubles of recent years and the shopping centre
sector consolidated the gains seen in 2002. On the other hand,
the high street continued its lack lustre performance with rents
declining by around 4.6% during 2003.
However, there has been considerable polarisation in the market
between the strongest and weakest locations, with some areas
experiencing significant increases in values, but others recording
zero growth or indeed falls.
08 / 09
SONAE IMOBILIÁRIA
Sonae Imobiliária
Notes to the Directors
Report as of 31 December
2003
2003
This annex contains a brief description of the Corporate
Governance practices of Sonae Imobiliária, SGPS, SA
and was prepared to satisfy Regulamento nº 11/2003,
that replaced Regulamento nº7/2001 of 20 December
2001 of the “Comissão do Mercado de Valores
Mobiliários”.
This annex should be read in conjunction with the consolidated
management report since it is an annex to it and remissions
are made to it whenever it was felt more appropriate to cover
matters there only.
Chapter III. Company Statues
The Company’s object is to manage financial investments in other
companies, and an indirect way to conduct economic activities.
The Company can acquire or dispose of investment in companies,
both national and foreign, with an object equal to or different
from the one included in article three, in companies, regulated
by special regulations and in companies with unlimited liability,
in accordance with the law.
1. The Company has an internal audit service.
Corporate Governance
2. The Company is aware of the existence of an agreement
between its two shareholders.
Chapter I. Disclosure
Chapter IV. Corporate Bodies
1. Attribution of responsibilities to the Directors, in the context
of the decision-making process – see page 43 --- of the
Management Report.
2. The Company does not have a dividend policy, however
a proposal was made in the Management Report.
3. There are no stock option or stock distribution plans.
4. The Company uses the Internet, electronic mail and
other technologies for the disclosure of its financial
performances, namely through its Internet page:
www.Sonaeimobiliaria.com.
Chapter II. Voting Rights and Shareholding Representation
Each group of one hundred shares corresponds to one vote and
shareholders are entitled to a number of votes corresponding
to the integer that results from dividing their number of shares
by one hundred.
The General Assembly includes only the shareholders entitled
to vote that hold shares and subscription certificates and that
demonstrates its ownership, in accordance with the law, at least
eight days before the meeting.
Shareholders can appoint as their representative for the meeting,
their spouse, a direct relative, a Company director or another
shareholder, through a letter addressed to the President of the
Assembly containing the name and address of the representative
and the date of the assembly.
Public entities can appoint any persona as their representative
through a document that will be assessed, for validity, by the
President of the Assembly.
A President, a vice-President and a secretary will chair
the Assembly.
1. The Board of Directors of SONAE IMOBILIÁRIA includes, at the
present, nine members of which five are executive and four
are non-executive.
A) In accordance with the Company’s statutes, the Board of
Directors, further to other obligations attributed by law, must
undertake the management of the business and conduct the
operations related to its object and, for that, a wide range
powers are attributed to it, namely the following:
a) to represent the Company, in Court and outside it, to start
and respond to court proceedings, to accept and withdraw
from court proceedings and to go into arbitration. For
these purposes, the Board can delegate its powers in one
of its members;
b) to approve the Company’s plan and budget;
c) to acquire, dispose of or encumber any fixed or current
assets, in accordance with the law. Including shares,
stakes, quotas or bonds;
d) to sell or acquire business establishments, in accordance
with the law;
e) to decide on any association between the Company and
other parties, as per article five of the statues;
f) to decide to issue bonds, take on loans in the domestic
or the international markets and to fulfil any obligations
vis-à-vis the lenders;
g) to appoint any persons, individual or collective, to be part
of corporate bodies of other companies;
h) to decide on any technical and financial support
to companies where it holds any shares, quotas
or similar participation.
10 / 1 1
SONAE IMOBILIÁRIA
B) All the documents binding the Company, including cheques,
bills of exchange, promissory notes, will only be valid if
signed by:
to that, every time the Chairman, the executive director or two
other members ask for it, and all the decisions taken will be
included in the respective minutes.
a) two directors;
During 2003, the Board met eleven times.
b) a director and an attorney;
A Remuneration Committee that meets at least once a year
sets the remuneration of the members of corporate bodies.
The Committee includes Eng. Belmiro Mendes de Azevedo,
Prof. José Manuel Neves Adelino and Jeremy Henry Moore
Newsum.
c) a director, if is so appointed pursuant to a decision
recorded in the Board minutes
d) two attorney
e) an attorney, in accordance with point a) of the
previous article;
f) an attorney if he signs the document or documents
pursuant to a decision recorded in the Board minutes
or if a director was given powers by the Board, as recorded
in Board minutes, to appoint him for that.
The remuneration of the executive members of the Board
of Directors in the year 2003 was as follows:
Fixed remuneration = u 960.617,78
Variable remuneration = u 350.539,00
Non-executive members were not remunerated.
The remuneration of the Auditors in the year 2003 was
Also in accordance with the Company statues, the Board of
Directors will meet, normally, once per quarter and, further
u 22.560,00 and the remuneration for consulting services
amounted to u 27.250,00.
Sonae Imobiliária
Consolidated accounts as
of 31 December 2003
2003
Sonae Imobiliária, SGPS, SA and subsidiaries
Consolidated balance sheets as of 31 December 2003 and 2002
(Amounts stated in Euro)
Assets
Non current assets:
Investment properties
Investment properties in progress
Property, plant and equipment
Intangible assets
Investments in associates and companies excluded from consolidation
Deferred tax assets
Other non current assets
Notes
2003
2002
7
1,582,305,537
221,157,549
5,410,716
19,646,090
3,037,256
17,513,364
19,508,246
1,498,889,202
151,962,163
21,270,171
20,907,394
1,607,618
17,032,523
25,401,899
1,868,578,758
1,737,070,970
97,610
19,551,238
105,000,000
75,181,417
9,588,272
185,266,796
215,584
13,555,360
–
84,448,004
18,480,695
90,669,560
7
8
9
5
23
10
Total non current assets
Current Assets:
Inventories
Trade receivables
Accounts receivable from shareholders
Other receivables
Other current assets
Cash and cash equivalents
11
12
13
14
15
16
Total current assets
Total assets
394,685,333
207,369,203
2,263,264,091
1,944,440,173
Equity, minority interests and liabilities
Equity:
Share capital
Reserves
Retained earnings
Consolidated net profit for the year
17
Total equity
162,244,860
2,068,229
374,239,613
208,667,527
187,125,000
(24,171,806)
390,543,770
144,392,362
747,220,229
697,889,326
Minority interests
18
194,629,961
26,116,597
Liabilities:
Non current liabilities:
Long term debt - net of current portion
Other loans
Accounts payable to other shareholders
Other non current liabilities
Deferred tax liabilities
19
20
669,954,483
58,076
86,321,812
7,891,751
265,252,967
715,493,776
116,152
5,038,334
5,369,156
298,814,811
1,029,479,089
1,024,832,229
94,027,333
440,791
53,196,768
49,650,756
33,824,783
60,079,543
714,838
69,584,507
2,242,134
38,741,200
4,557,911
32,316,147
47,207,259
952,863
21
22
23
Total non current liabilities
Current liabilities:
Current portion of long term debt
Short term debt and other borrowings
Trade payables
Accounts payable to other shareholders
Other payables
Other current liabilities
Provisions
Total current liabilities
Total equity, minority interests and liabilities
19
20
25
21
26
27
28
291,934,812
195,602,021
2,263,264,091
1,944,440,173
The accompanying notes form an integral part of these consolidated balance sheets.
The Board of Directors.
Consolidated statements of profit and loss by nature for the years
ended 31 December 2003 and 2002 (Amounts stated in Euro)
Notes
2003
2002
Operating revenue
Sales
29
–
5,516,596
Services rendered
29
216,862,652
210,588,859
Variation in fair value of the investment properties
30
91,033,123
176,558,814
Other operating revenue
31
140,246,392
21,122,649
448,142,167
413,786,918
Total operating revenue
Operating expenses:
Cost of inventories sold
11
External supplies and services
Personnel expenses
Depreciation and amortisation
–
(5,086,749)
(103,953,289)
(105,062,770)
(26,215,803)
(20,078,008)
(1,662,955)
(1,783,008)
Provisions and impairment
28
(1,582,526)
(1,342,608)
Other operating expenses
32
(26,492,875)
(20,578,024)
(159,907,448)
(153,931,167)
288,234,719
259,855,751
(31,499,347)
(29,887,846)
256,735,372
229,967,905
Total operating expenses
Net operating profit
Net financial expenses
Income tax
33
24
(7,658,852)
18
(40,408,993)
Profit after income tax
Minority interests
249,076,520
Consolidated net profit for the year
208,667,527
(80,501,458)
149,466,447
(5,074,085)
144,392,362
The accompanying notes form an integral part of these consolidated statements of profit and loss.
14 / 15
SONAE IMOBILIÁRIA
Consolidated statement of changes in equity for the years ended
31 December 2003 and 2002 (Amounts stated in Euro)
Reserves
Share
capital
Treasury
stock
Legal
reserves
187,125,000
–
31,324,364
Transfer to legal reserves
and retained earnings
–
–
399,341
–
– 112,896,472 (113,295,813)
Dividends distributed
–
–
–
–
–
–
–
– (48,811,607)
–
–
–
Notes
Balance at 31 December 2001
Translation
reserve
Hedging
reserve
Retained
earnings
Net
profit
Total
(3,402,737) (2,330,358) 277,361,190 120,883,289 610,960,748
Appropriation of consolidated
net profit for 2001:
Currency translation differences
Fair value of hedging instruments
19
Deferred tax in fair value
of hedging instruments
23
–
–
(2,016,136)
–
–
–
–
665,327
Consolidated net profit for 2002
–
–
–
–
–
Others
–
–
–
–
–
187,125,000
–
Transfer to legal reserves
and retained earnings
–
–
Dividends distributed
Acquisition of treasury stock
17
–
–
– (150,028,740)
Decrease of share capital by
extinguishment of shares
17
31,723,705 (52,214,344)
(2,162,524)
–
(7,587,476) (9,750,000)
–
– (48,811,607)
–
–
–
–
(2,016,136)
665,327
– 144,392,362 144,392,362
2,448,632
–
2,448,632
(3,681,167) 390,543,770 144,392,362 697,889,326
Appropriation of consolidated
net profit for 2002:
(1,304,302)
–
–
– 140,109,277 (139,084,344)
–
–
–
–
–
(5,191,982) (5,308,018) (10,500,000)
–
– (150,028,740)
24,880,140
–
– (150,028,740)
–
–
–
–
–
222,635
–
–
–
222,635
19
–
–
–
–
1,221,023
–
–
1,221,023
19 and 23
–
–
–
–
(619,411)
–
–
(619,411)
–
–
–
–
234,595
–
–
234,595
–
–
–
–
1,325,986
–
–
1,325,986
Consolidated net profit for 2003
–
–
–
–
–
Others
–
–
–
–
–
162,244,860
–
Fair value of hedging instruments
Deferred tax in fair value of
hedging instruments
Transference to minority
interests, net of tax
Transference to net result of the
trading portion of the financial
instruments, net of tax
19 and 23
(24,880,140) 150,028,740
279,369
56,883,214 (53,296,011)
– 208,667,527 208,667,527
(1,192,712)
–
(1,192,712)
(1,518,974) 374,239,613 208,667,527 747,220,229
The accompanying notes form an integral part of these statements of changes in equity.
Sonae Imobiliária
Notes to the consolidated
financial statements as
of 31 December 2003
(Amounts expressed in Euro)
2003
Notes to the consolidated financial statements
as of 31 December 2003
(Amounts expressed in Euro)
1. INTRODUCTION
SONAE IMOBILIÁRIA, S.G.P.S., S.A. (“the Company” or “Sonae
Imobiliária”), which has its head office in Lugar do Espido,
Via Norte, Apartado 1197, 4471-909 Maia – Portugal, is the
parent company of a group of companies, as explained
in Notes 3 and 4 (“the Group”).
The Group’s operations consist of investment, management
and development of shopping centres.
The Group operates in Portugal, Brazil, Spain, Greece, Germany,
Italy and Netherlands.
2. PRINCIPA L ACCOUNTING POLICIES
The principal accounting policies adopted in preparing the
accompanying consolidated financial statements are as follows:
2.1 BASIS OF PREPARATION
The accompanying consolidated financial statements have
been prepared on a going concern basis and under the
historical cost convention, except for investment properties
and financial instruments which are stated at fair value (Notes
2.3 and 2.13), from the accounting records of the companies
included in the consolidation (Notes 3 and 4) maintained
in accordance with generally accepted accounting principles in
Portugal adjusted, in the consolidation process, to International
Financial Reporting Standards (“IFRS”), issued by the
International Accounting Standards Board (“IASB”), in force
as of 31 December 2003.
The Group adopted International Financial Reporting Standards
in the preparation of consolidated financial statements as from
1 January 2001 and, consequently, some of the generally
accepted accounting principles in Portugal, as defined in the
Official Plan of Accounts (Plano Oficial de Contas - “POC”), were
not applied, namely the historical cost convention relating to
investment properties and financial instruments, which are
stated at their fair value.
The effect of the adjustments as of 30 December 2000, relating
to changes in accounting principles to IFRS, amounting to Euro
222,683,763, was recorded in the equity captions “Retained
earning” (Euro 223,565,176), “Hedging reserve” (negative
amount of Euro 946,300) and “Translation reserve” (Euro 64,887).
2.2 CONSOLIDATION PRINCIPLES
The consolidation methods adopted by the Group are as follows:
General Meetings and is able to govern the financial and
operating policies so as to benefit from its activities (definition
of control normally used by the Group), are included in the
consolidated financial statements by the full consolidation
method. The equity and net profit attributable to minority
shareholders are shown separately, in the caption Minority
interests, in the consolidated balance sheet and consolidated
statement of profit and loss, respectively.
Minority interests include their proportion of the fair values of
identifiable assets and liabilities recognised upon acquisition
of subsidiaries.
When losses applicable to the minority in a consolidated
subsidiary exceed the minority interest in the equity of the
subsidiary, the excess, and any further losses applicable to the
minority, are charged against the majority interest except to
the extent that the minority has a binding obligation to, and is
able to, make good the losses. If the subsidiary subsequently
reports profits, the majority interest is allocated all such profits
until the minority’s share of losses previously absorbed by the
majority has been recovered.
The purchase method of accounting has been used for
businesses acquired. The results of companies acquired or
sold during the year are included in the consolidated financial
statements as from the date of their acquisition or up to the
date of their sale. Intercompany balances and transactions,
and dividends distributed have been eliminated.
The companies included in the consolidated financial
statements by the full consolidation method are listed
in Note 3.
Investments in Group companies excluded from the
consolidation (Note 5) are stated at cost.
b) Investments in jointly controlled companies
Investments in jointly controlled companies are included
in the accompanying consolidated financial statements
in accordance with the proportional consolidation method
as from the date of control is acquired. In accordance
with this method the assets and liabilities, revenue
and costs of these companies are included in the
accompanying consolidated financial statements on a
line-by-line basis, in proportion to the Group’s participation
in the companies.
Intercompany balances and transactions, and dividends
distributed have been eliminated, in the proportion of the
Group’s participation.
a) Investments in Group’s companies
Investments in companies in which the Group owns, directly or
indirectly, more than 50% of the voting rights at Shareholders’
Investments in joint ventures are classified as such based
on the agreements that regulate the joint control.
The companies included in the accompanying consolidated
financial statements in accordance with the proportional
method are listed in Note 4.
Investments in jointly controlled companies excluded from
the consolidation (Note 5) are stated at cost.
c) Investments in associated companies
Investments in associated companies (generally in the
case of investments between 20% and 50% in a company’s
capital) are accounted for in accordance with the equity
method.
Under this method investments are increased or decreased
annually by the amount corresponding to the Group’s
proportion of the net results of the associated companies
and dividends received.
An assessment of investments in associates is performed
when there is an indication that the asset has been impaired
or the impairment losses recognised in prior years no
longer exist.
Expenses relating to investment properties in use, such as
maintenance, repairs, insurance and property taxes are
recognised in the consolidated statement of profit and loss
for the period to which refer.
2.4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost less
accumulated depreciation and any accumulated impairment
losses.
Depreciation is provided on a straight-line basis, as from the
date the assets start being used, over the estimated period
of useful life of each group of assets.
The rates of depreciation used correspond the following periods
of useful life of the assets:
Years
Buildings and other constructions
50
Machinery and equipment
10
Transport equipment
When the group’s share of losses exceeds the carrying
amount of the investment, the investment is reported at
nil value and recognition of losses is discontinued except
to the extent of the Group’s commitment.
Unrealised gains arising from transactions with associates
are eliminated to the extent of the group’s interest in
the associate against the investment in the associate.
Unrealised losses are eliminated similarly but only to
the extent that there is no evidence of impairment of the
asset transferred.
5
Tools and utensils
4
Administrative equipment
10
Other property, plant and equipment
5
Current maintenance and repair costs are charged to the
statement of profit and loss of the period in which they
occur. Improvements of significant cost, which increase
the use of the assets, are capitalised and depreciated over
the remaining estimated useful lives of the corresponding
assets.
Investments in associated companies are listed in Note 5.
2.5 INTANGIBLE ASSETS
2.3 INVESTMENT PROPERTIES
Investment properties consist of investments in buildings
and other constructions in shopping malls that are held
to earn income rentals or for capital gain, rather than for
use in the production or supply of goods or services or for
administration purposes or for sale in the ordinary course
of business.
Investment properties are initially recorded at cost and then
adjusted to their fair value based on annual appraisals by an
independent specialised valuer (fair value model). Changes in
fair values of investment properties are accounted for in the
period in which they occur, under the statement of profit and
loss captions “Variation in fair value of investment properties”.
Developed and constructed assets which qualify as investment
properties are recognised as such when they start being used.
Up to the end of the construction or development period
of assets which will become investment properties, they
are accounted for at cost under the caption Investment
properties in progress. At the end of the development and
construction period, the difference between cost and the
fair value at that date is accounted for in the consolidated
statement of profit and loss caption “Variation in fair value
of investment properties”.
Intangible assets are stated at cost less accumulated
amortisation and any accumulated impairment losses.
Intangible assets are only recognised if it is probable
that future economic benefits attributable to the assets
will flow to the Group and the cost of the asset can be
measured reliably.
Intangible assets as of 31 December 2003 relate essentially
to management rights of installations, which are amortised
on a straight-line basis over the estimated period of the
management right (periods ranging from 10 to 15 years)
and goodwill arising on the concentration of business
combinations.
Differences between cost and the fair value of group and
associated companies as of the date of their acquisition are
recorded in the intangible asset caption “Goodwill”, these
being amortised during the expected period to recover the
investment (Note 9). Depreciation and impairment losses
of goodwill are recorded under the statement of profit and
loss caption “Other operating expenses”.
Depreciation of intangible assets (other than goodwill,
which is recorded as above mentioned) is recorded under
the statement of profit and loss caption “Depreciation
and amortisation”.
18 / 19
SONAE IMOBILIÁRIA
2.6 INVESTMENTS
Investments are classified into the following categories:
– Held to maturity
– Trading
– Available-for-sale
Held to maturity investments are included in non-current
assets unless they mature within 12 months of the
balance sheet date. Investments held for trading are
included in current assets. Available-for-sale investments
are classified as current assets if management intends
to realise them within 12 months of the balance
sheet date.
All purchases and sales of investments are recognised
on the trade date.
Investments are initially measured at cost, which is the
fair value of the consideration given for them, including
transaction costs.
Available-for-sale and trading investments are
subsequently carried at fair value without any deduction
for transaction costs which may be incurred on its sale
by reference to their quoted market price at the balance
sheet date.
Gains or losses on measurement to fair value of
available-for-sale investments are recognised directly
in the fair value reserve in shareholders equity, until the
investment is sold or otherwise disposed of, or until it is
determined to be impaired, at which time the cumulative
gain or loss previously recognised in equity is included
in net profit or loss for the period.
Changes in the fair values of trading investments are
included in the profit and loss statement for the year.
Held to maturity investments are carried at amortised
cost using the effective interest rate method.
2.7 ACCOUNTING FOR LEASES
A lease is classified as (i) a finance lease if the risks
and rewards incident to ownership lie with the lessee
and as (ii) as an operating lease if the risks and rewards
incident to ownership do not lie with the lessee.
Classifying a lease as a finance or an operating lease
depends upon the substance of transaction rather than
the form of the contract.
Accounting for leases where a Group is the lessee
The existing situations where the Group is the lessee are
operating leases (usually for cars) and as such the lease
payments are recognised as an expense on a straightline basis over the lease term.
Accounting for leases where a Group is the lessor
The existing situations where the Group is the lessor
relate to the contracts with the tenants of the shopping
centres. These contracts are usually for a period of six
years and establish the payment by the tenant of a
monthly fixed rent - invoiced in advance –, a variable
rent, invoiced if the monthly sales of the tenant are
higher than the limit established in the contract and
the payment of tenant’s share in the shopping centrel
operating expenses (common charges). The contract
with the tenant also establishes the payment of an
entrance fee in the shopping centre (key income).
These contracts can be renewed or cancelled by any
of the parties involved (the company or the tenant).
If the cancellation is made by the tenant it must pay
a cancellation fee to the company established in
the contract.
In accordance to the conditions of these contracts, they
are classified as operating leases, being the rents (fixed
and variable rents) and the common charges recorded in
the statement of profit and loss in the year to which they
respect. The expenses as well the key income and the
cancellation fee related with the operating leases are
recorded as expenses or income in the statement of
profit and loss to which they respect.
2.8 INVENTORIES
Inventories, including work-in-progress, are valued at
the lower of cost and net realisable value. Net realisable
value is the selling price in the ordinary course of
business, less the costs of completion, marketing
and distribution.
The cost of inventories, which is computed on a specific
basis, includes value added tax when this may not be
recoverable and all direct and indirect production costs.
2.9 RECEIVABLES
Receivables are stated at their nominal value less
impairment losses (recorded under the caption
“Impairment losses in accounts receivable”),
so that they reflect their net realisable values.
2.10 CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash
at banks in demand and term deposits and other treasury
applications which mature in less than three months that
are subject to insignificant risk of change in value.
For purposes of the statement of cash flows, cash and
cash equivalents also include bank overdrafts, which are
included in the balance sheet caption “Other loans”.
2.11 LOANS
Loans are stated as liabilities at their nominal value.
Costs incurred to obtain the loans are amortised on
a straight-line basis over their term and are classified,
after 2003, as a deduction to the balance sheet caption
“Bank loans”.
2.12 BORROWING COSTS
Borrowing costs are normally expensed as incurred.
Borrowing costs relating directly to the acquisition,
construction or production of fixed assets are capitalised
as part of the cost of the qualified asset. Borrowing
costs are capitalised from the time of preparation of the
activities to construct or develop the asset to the time
the production or construction is completed.
2.13 DERIVATIVES
The Group uses derivatives in the management of its financial
risks, only to hedge such risks. Derivatives are usually not
used by the Group for trading (speculation) purposes.
Cash flow hedges in the form of swaps are used by the Group
to hedge interest rate risks on loans obtained. The conditions
established in the hedging swaps are identical to those of the
loans in terms of the amount of the loans, maturity dates of
the interest and repayment schedules of the loans.
The Group’s criteria for classifying a derivative instrument
as a cash flow hedges include:
– the hedge transaction is expected to be highly effective
in achieving offsetting changes in fair value or cash flows
attributable to the hedged risk;
– the effectiveness of the hedge can be reliably measured;
– there is adequate documentation of the hedging
relationships at the inception of the hedge;
– the forecasted transaction that is subject of the hedges
is highly probable
Swaps used by the Group to hedge the exposure to changes
in the interest rate of its loans are initially accounted for
as assets or liabilities at their fair value by corresponding
entry to the equity caption Hedging reserves, and then
recognised in the statement of profit and loss over the
period of the swaps.
The variation in fair value of the swap components that do not
qualify as perfect hedging are recorded in the consolidated
statement of profit and loss of the year.
2.14 PROVISIONS
Provisions are recognised when, and only when, the Group
has an obligation (legal or implicit) resulting from a past event
and it is probable that an outflow of resources will be required
to settle the obligation, and a reliable estimate can be made
of the amount of the obligation. Provisions are reviewed and
adjusted at the balance sheet to reflect the best estimate
as of that date.
Deferred tax assets are recognised only when it is probable
that sufficient taxable profits will be available against which
the deferred tax assets can be utilised. At each balance sheet
date a review is made of the deferred tax assets and they are
reduced whenever their future use is no longer probable.
2.16 REVENUE RECOGNITION
Revenue from the sale of goods is recognised in the
consolidated statement of profit and loss when the risks and
rewards of ownership have been transferred to the buyer and
the amount of the provisions can be reasonably quantified.
Sales are recognised net of sales taxes and discounts.
Revenue from services rendered, which corresponds essentially
to fixed and variable rent from tenants (Note 2.7), common
expenses recovered from the tenants and revenue from
operation of the car parks, is recognised in the year to which
it relates.
Revenue relating to the right of entry to the stores (key money)
is recognised in the statement of profit and loss caption
“Other operating income”, when invoiced to the tenants
(Note 2.7).
2.17 BALANCE SHEET CLASSIFICATION
Assets and liabilities due in more than one year are classified
in the balance sheet as non current assets and non current
liabilities, respectively.
2.18 BALANCES AND TRANSACTIONS EXPRESSED IN FOREIGN
CURRENCIES
All assets and liabilities expressed in foreign currencies were
translated to Euro at the exchange rates prevailing as of the
balance sheet dates.
Exchange gains and losses arising due to differences between
the historical exchange rates and those prevailing at the date
of collection, payment or the date of the balance sheet, are
recorded as profits or losses in the consolidated statement
of profit and loss for the year.
2.15 INCOME TAX
2.19 TRANSLATION OF FINANCIAL STATEMENTS
OF FOREIGN ENTITIES
Income tax is computed based on the taxable results of the
companies included in the consolidation and considers
deferred taxes.
The entities that operate abroad and are financially, economically
and organisationally autonomous are considered as foreign
entities.
Current income tax is determined based on the taxable
results of companies included in the consolidation, in
accordance with the tax rules in force where their head
offices are located.
The assets and liabilities of the foreign entities are translated
to Euro at the rates of exchange in force as of the balance sheet
date, and income and expenses in their statements of profit and
loss are translated to Euro at the average rates for the year.
The resulting translation differences are recorded in the equity
caption “Translation reserve”.
Deferred taxes are calculated using the balance sheet liability
method, reflecting the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for
income tax purposes.
Deferred tax assets and liabilities are calculated and valued
annually at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted
or substantively enacted by the balance sheet date.
The following exchange rates were used to translate the
financial statements of the foreign Group and associated
companies to Euro:
2003
___________________________________________________________
2002
_________________________________________________________
03.12.31
Average
02.12.31
Average
Brazilian Real 0.272880
0.289180
0.269370
0.378280
20 / 21
SONAE IMOBILIÁRIA
2.20 IMPAIRMENT OF ASSETS
Assets are assessed for impairment at each balance sheet
date and whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Whenever the carrying amount of an asset
exceeds its recoverable amount, an impairment loss is
recognised under the statement of profit and loss caption
“Other operating expenses”. The recoverable amount is the
higher of an asset’s net selling price and value in use. The net
selling price is the amount obtainable from the sale of an asset
in an arm’s length transaction less the costs of disposal. Value
in use is the present value of estimated future cash flows
expected to arise from the continuing use of an asset and from
its disposal at the end of its useful life. Recoverable amounts
are estimated for individual assets or, if this is not possible,
for the cash-generating unit to which the asset belongs.
Reversal of impairment losses recognised in prior years is
recorded when there is an indication that the impairment losses
recognised for the asset no longer exist or have decreased. The
reversal is recorded in the statement of profit and loss as
operating result. However, the increased carrying amount of an
asset due to a reversal of an impairment loss is recognised to
the extent it does not exceed the carrying amount that would
have been determined (net of amortisation or depreciation) had
no impairment loss been recognised for that asset in prior years.
In particular annual impairment tests are made relating fit
out contracts, entered into with some tenants. Fit out contracts
are contracts through which the Group supports part of the
expenses incurred with the fit out expenses and the tenant
assumes the responsibility to reimburse the Group by the
amount invested, in terms and conditions that are specific to
each contract. The amounts paid by the Group on each fit out
contract are recorded at cost under the caption “Other non
current assets”. On an annual basis impairment tests are
performed and that consist in comparing the nominal value
due as of that balance sheet date with the corresponding
recoverable amount determined by a specialised independent
entity (Cushman & Wakefield Healey & Baker). The eventual
impairment losses arising are recorded in the consolidated
statements of profit and loss under the caption “Other
operating expenses”.
2.21 CONTINGENCIES
Contingent liabilities are not recognised in the consolidated
financial statements. They are disclosed unless the possibility
of an outflow of resources embodying economic benefits
is remote
A contingent asset is not recognised in the consolidated
financial statements but disclosed when an inflow of economic
benefits is probable.
2.22 SUBSEQUENT EVENTS
Post-year-end events that provide additional information about
conditions that exist at the balance sheet date (adjusting events),
are reflected in the consolidated financial statements. Postyear-end events that are not adjusting events are disclosed
in the notes when material.
2.23 SEGMENT INFORMATION
All business and geographic segments of the Group are
identified annually.
Information regarding the business and geographic segments
identified is included in Note 36.
3. GROUP COMPANIES INCLUDED IN THE CONSOLIDATION
The companies included in the consolidation, their head offices,
and the percentages of their share capital held by the Group as
of 31 December 2003 and 2002, are as follows:
Company
Head office
Mother company
Sonae Imobiliária, SGPS, S. A.
Maia
Percentage of share capital held
03.12.31
02.12.31
–
–
Maia
Amsterdam (Netherlands)
100.00%
100.00%
100.00%
100.00%
Lisbon
Maia
Maia
Maia
Maia
Maia
Maia
Maia
Maia
Maia
Maia
Maia
Maia
50.10%
–
100.00%
–
50.10%
100.00%
100.00%
100.00%
100.00%
100.00%
–
100.00%
50.10%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Subsidiaries
Corporate services
Sonae Imobiliária III- Serviços de Apoio a Empresas, S.A.
Imopraedium, B.V.
Investment companies
3) AlgarveShopping - Empreendimentos Imobiliários, S.A.
4) Amarras, SGPS, S.A.
Ameia, SGPS, S.A.
5) Ascendente, SGPS, S.A.
3) Caisgere, SGPS, S. A.
Castelo do Queijo, SGPS, S.A.
6) Centerstation – Imobiliária, S.A.
Circe, SGPS, S.A.
Conquista, SGPS, S.A.
Datavénia - Gestão de Centros Comerciais, S.A.
8) Elmo, SGPS, S.A.
Esteiros, SGPS, S.A.
3) GuimarãesShopping - Empreendimentos Imobiliários, S.A.
Imocolombo, B.V.
Imospain, B.V.
Head office
03.12.31
02.12.31
Maia
Maia
Oporto
Maia
Maia
Maia
Maia
Maia
Maia
Maia
50.10%
100.00%
100.00%
50.10%
100.00%
50.10%
100.00%
50.10%
100.00%
50.10%
50.10%
50.10%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
–
100.00%
100.00%
100.00%
Management companies
7) Colombogest - Gestão de Centros Comerciais, S.A.
Consultoria de Centros Comerciales, S.A.
Grama - Grandes Armazéns, S.A.
Norteshopping - Gestão de Centro Comercial, S.A.
Pridelease Investments Ltd
Sonae Imobiliária - Gestão, S.A.
1) Sonae Imobiliária Itália - Prop. Management, Srl
Sonae Imobiliária Property Management, SGPS, S. A.
7) Vasco da Gama Dois Gest- Gestão de Centros Comerciais, S.A.
7) Viacatarina Gest - Gestão de Centros Comerciais, S.A.
Lisbon
Madrid (Spain)
Lisbon
Maia
Cascais
Lisbon
Sondrio (Italy)
Maia
Lisbon
Maia
–
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
–
–
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Development companies
9) 5ª Coluna – Gestão e Promoção Empreend. Imobiliários, S.A.
Alfange - Imobiliária e Gestão, S.A.
Avenida M40, S.A.
Ciclop - Gestão de Centros Comerciais, S.A.
Comercial de San Javier Shopping, S.A.
Comercial de Pinto Shopping, S.A.
Fimaia-Serviços na Área Económica e Gestão de Invest., S.A.
12) Gal Park, S.A.
10) Sonae Projekt Berlin, Gmbh
Imoconstruction, B.V.
Imocontrol, B.V.
Imogermany, B.V.
Imodeveloment, B.V.
Imoground, B.V.
Imoitalie II, B.V.
Imospain III, B.V.
Imospain VII, B.V.
Imospain IX, B.V.
Imospain X, B.V.
Imospain XII, B.V.
Imostructure, B.V.
12) Inmo Development and Investment, S.A.
LouresShopping - Empreendimentos Imobiliários, S.A.
2) Naviglio, Srl
Nó Górdio, SGPS. S.A.
Parque de Famalicão - Empreendimentos Imobiliários, S.A.
PA-Zehnte, Beteiligungsverwaltungs, GmbH
Procoginm, S.A.
Proyecto Park, S.A.
Proyecto Shopping 2001, S.A.
Querubim-Gestão de Centros Comerciais, S.A
Sonae Germany, GmbH
Sonae Imobiliária Development II, S.A.
Sonae Imobiliária Development, SGPS, S. A.
Sonae Imobiliária Desarrollo, S.L.
Sonae Imobiliária Itália, Srl
Sonae West Shopping AG
Maia
Maia
Madrid (Spain)
Maia
Madrid (Spain)
Madrid (Spain)
Maia
Madrid (Spain)
Dusseldorf (Germany)
Madrid (Spain)
Maia
Sondrio (Italy)
Maia
Maia
Vienna (Austria)
Madrid (Spain)
Madrid (Spain)
Madrid (Spain)
Maia
Maia
Maia
Madrid (Spain)
Sondrio (Italy)
–
100.00%
60.00%
100.00%
65.00%
65.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
65.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
95.00%
100.00%
100.00%
60.00%
100.00%
65.00%
65.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100,00%
100.00%
100.00%
100.00%
100.00%
65.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
95.00%
Companies in Brazil
Dom Pedro I, B.V.
Dom Pedro II, B.V.
Imobrasil I, B.V.
Imobrasil II, B.V.
Imoretail, B.V.
Parque Dom Pedro Shopping, S.A.
Parque Jockey Shopping, Ltda
Pátio Boavista Shopping, Ltda.
2) Pátio Penha Shopping, Ltda.
Sonae Imobiliária Brasil, B.V.
São Paulo (Brazil)
São Paulo (Brazil)
São Paulo (Brazil)
São Paulo (Brazil)
100.00%
100.00%
100.00%
100.00%
100.00%
97.90%
99.99%
99.99%
99.99%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
98.47%
90.00%
99.91%
99.91%
100.00%
Company
Investment companies (continued)
3) Imospain V, B.V.
Imospain VIII, B.V.
Imovalue, B.V.
3) MaiaShopping - Empreendimentos Imobiliários, S.A.
Mosquete, SGPS, S.A.
3) Omala - Imobiliária e Gestão, S.A.
Paracentro - Plan.Comerc.e Gestão de Centros Comerciais, S.A.
11) 3) Plaza Mayor Parque de Ocio, S.A
Prediguarda - Sociedade Imobiliária, S.A.
3) RPU, SGPS, S.A.
3) Rule, SGPS, S.A.
2) Sonae Imobiliária European Retail Real Estate Assets Holdings, BV
Sonae Imobiliária Asset Management, S. A.
Sonae Imobiliária Assets, SGPS, S. A.
Vilalambert - Sociedade Imobiliária, S.A.
22 / 23
SONAE IMOBILIÁRIA
Company
Companies in Brazil
2) Sonae Imobiliária Brasil, Ltda
13) Sonaeimo- Empreendimentos Comerciais, S.A.
Sonaeimo, B.V.
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
11)
12)
13)
Head office
03.12.31
02.12.31
São Paulo (Brazil)
São Paulo (Brazil)
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Companies excluded from the consolidation in 2002 due to their immateriality
Companies incorporated in 2003
Sale of 49.9%, through the sale of 49.9% of the share capital of Sierra BV, which holds these investments (Note 6)
Company that was incorporated in Empreendimentos Imobiliários Colombo, S.A., with effect since 1 January 2003
Company that was incorporated in Vasco da Gama – Promoção de Centros Comerciais, S.A., with effect since 1 January 2003
Acquisition of 50% during the second half of 2003
Company that was incorporated in Sonae Imobiliária - Gestão, S.A., with effect since 1 January 2003.
Company sold in July 2003
Company sold in January 2003
Ex Imno Project, Gmbh
Acquisition of 25% of the share capital in January 2003
Acquisition of 25% of the share capital in January 2003
Company which assets and liabilities were transferred to Pátio Penha, Parque Jockey Shopping, Ltda and Sonae Imobiliária Brasil, SA, on 31 August 2003
and subsequently incorporated in Sonae Enplanta, SA.
These companies were included in the consolidation by the full consolidation method, as explained in Note 2.2.a).
4. JOINTLY CONTROLLED COMPANIES
The jointly controlled companies included in the consolidation, their head offices, and the percentages of their share capital held by the Group
as of 31 December 2003 and 2002, are as follows:
Company
Car Parking
4) SPEL - Sociedade de Parques de Estacionamento, S.A.
Head office
–
50.00%
Vila Nova de Gaia
Vila Nova de Gaia
Lisbon
Madrid (Spain)
Madrid (Spain)
Madrid (Spain)
Oporto
Lisbon
Madrid (Spain)
Maia
Maia
Vila Nova de Gaia
Funchal (Madeira)
Ponta Delgada (Azores)
Cascais
Maia
Cascais
Maia
Maia
Lisbon
Lisbon
Maia
Lisbon
25.05%
25.05%
25.05%
25.00%
12.49%
24.94%
25.05%
–
24.94%
25.05%
25.05%
25.05%
25.05%
50.00%
25.05%
25.05%
25.05%
50.00%
25.05%
25.05%
25.05%
25.05%
25.05%
50.00%
50.00%
50.00%
25.00%
25.05%
50.00%
50.00%
50.00%
25.05%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
100.00%
Management companies
1) Oriogest, Srl
1) Segest - Sonae Espansione Gestione, S.r.l.
Sondrio (Italy)
Sondrio (Italy)
40.00%
50.00%
100.00%
100.00%
Development companies
Aegean Park Constructions Real Estate and Development, S.A.
9) Centro Retail Park- Parques Comerciais, S.A.
Imogreece II, B.V.
Imogreece III, B.V.
Imogreece IV, B.V.
Sonae Charagionis Services, S.A.
10) Transalproject 2000, Srl
Victoria Park, S.A.
Zubiarte Inversiones Inmobiliarias, S.A
Athens (Greece)
Maia
Athens (Greece)
Sondrio (Italy)
Athens (Greece)
Barcelona (Spain)
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
49.80%
50.00%
100.00%
50.00%
50.00%
50.00%
50.00%
100.00%
50.00%
50.00%
Investment companies
3) Capital Plus - Investimentos e Participações, S.A.
3) C.C.G. - Centros Comerciais de Gaia, S.A.
3) Empreendimentos Imobiliários Colombo, S.A.
Grupo Lar Parque Principado, S.L.
3) Hospitalet Center S.L.
3) Iberian Assets, S.A
3) Imo R - Companhia Imobiliária, S.A.
5) 6) Viacatarina Holdings, SGPS, S.A.
3) 7) Inmolor, S.A
3) Inparsa - Indústria e Participações, S.A.
Lisedi - Urbanização e Edifícios, S.A.
LL Porto Retail SGPS, S.A.
MadeiraShopping - Sociedade de Centros Comerciais, S.A.
Micaelense Shopping- Empreendimentos Imobiliários, S.A.
Omne - Sociedade Gestora de Participações Sociais, S.A.
Sintra Retail Park - Parques Comerciais, S.A.
SM - Empreendimentos Imobiliários, S.A.
Sóguia - Sociedade Imobiliária, S.A.
Teleporto - Empreendimentos Imobiliários, S.A.
Torre Colombo Ocidente- Imobiliária, S.A.
Torre Colombo Oriente- Imobiliária, S.A.
Viacatarina - Empreendimentos Imobiliários, S.A.
3) 8) Vasco da Gama - Promoção de Centros Comerciais, S.A.
Maia
03.12.31
02.12.31
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
03.12.31
02.12.31
Company
Head office
Companies in Brazil
Sonae Enplanta, S.A.
Unishopping Administradora, Ltda
Unishopping Consultoria, Ltda
São Paulo (Brazil)
São Paulo (Brazil)
São Paulo (Brazil)
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
Companies excluded from the consolidation in 2002 due to their immateriality
Companies incorporated in 2003
Sale of 24.95%, through the sale of 49.9% of the share capital of Sierra BV, which holds these investments (Note 6)
Company sold in January 2003
Company that was incorporated in Viacatarina - Empreendimentos Imobiliários, S.A., with effect since 1 January 2003
Ex. - ING RPFI Porto Inv.- Gest. e Prom. Centros. Com.,SGPS, Lda.
Acquisition of 49.9% by Iberian on April 2003
Sale of 50% on April 2003
Sale of 50% on April 2003
Sale of 50% on December 2003
These companies were included in the consolidation by the proportional consolidation method, as explained in Note 2.2.b).
5. AS SOCIATED COMPANIES
The associated companies included in the consolidation, their head offices, percentages of their share capital held by the Group and balance
as of 31 December 2003 and 2002, are as follows:
Company
Associated companies:
Sonaegest - Soc. Gestora de Fundos de Investimento, S.A.
1) Pylea, S.A
Associated companies excluded from consolidation:
2) Ercasa Cogeneración S.A
Jointly controlled companies excluded from consolidation:
2) 3) Sonae Charagionis Property Management, S.A
1)
1)
1) 2)
1)
Group companies excluded from consolidation:
Oriogest, Srl
Segest - Sonae Espansione Gestione, S.r.l.
SIC Indoor - Gestão de Suportes Publicitários, S.A.
Sonae Imobiliária Itália - Prop. Management, Srl
03.12.31
02.12.31
Head office
Maia
Athens (Greece)
20%
19.95%
Grancasa (Spain)
Athens (Greece)
Sondrio (Italy)
Sondrio (Italy)
Lisbon
Sondrio (Italy)
5%
50%
N/A
N/A
35%
N/A
20%
39.9%
N/A
N/A
100%
100%
35%
100%
Balance sheet amount
03.12.31
02.12.31
281,047
2,660,611
289,050
1,271,569
2,941,658
1,560,619
48,098
–
48,098
–
30,000
–
30,000
–
–
–
17,500
–
2,000
7,500
17,500
19,999
17,500
46,999
3,037,256
1,607,618
1) Company excluded from the consolidation of 31 December 2002 due to their immateriality
2) Company excluded from the consolidation of 31 December 2003 due to their immateriality
3) Company created in 2003
The associated companies were included in the consolidation
by the equity method, as explained in Note 2.2.c).
The Group and jointly controlled companies excluded from
the consolidation above mentioned were excluded from the
consolidation due to their immateriality, both individually
and in total, in relation to the financial position and results
of operations of the Group and are accounted for in the
accompanying consolidated financial statements at cost
(Note 2.2.a) and b)).
6. ACQUISITION AND SA LE OF COMPANIES
The main acquisitions and sales of companies occurred during
the years ended 31 December 2003 and 2002 were as follows:
ACQUISITION OF SUBSIDIARIES
During the first half year of 2003, the Group acquired the
remaining 25% of the subsidiary Plaza Mayor – Parque de Ócio,
S.A. (“Plaza Mayor”), starting being the only shareholder of this
subsidiary, and the jointly controlled company Iberian Assets,
24 / 25
SONAE IMOBILIÁRIA
S.A. acquired the remaining 49.9% of the share capital of
Inmolor, S.A. (“Inmolor”). After this last acquisition the Group
started owning effectively 50% of the share capital of Inmolor.
Both acquisitions were effective on 1 January 2003. With the
acquisition of Plaza Mayor by Euro 6,054,410 and Inmolor by
Euro 9,538,754, goodwill in the amounts of Euro 576,355 and
Euro 1,667,583, respectively were computed (Note 9). These
acquisitions had no impact on the assets, liabilities, revenue
and expenses included in the consolidation of the Group as
these companies at the date of the acquisition, were already
included in the consolidation by the full integration method
and proportional method, respectively. The variation in
perimeter derived from these acquisitions only had impact
on the movement in minority interests (Note 19).
In September 2002, the Group acquired 50% of the share capital
of the companies Iberian Assets, S.A. (“Iberian Assets”) and
Zubiarte Inversiones Inmobiliarias, S.A. (“Zubiarte”), by Euro
119,808,384. Iberian Assets is the owner of 4 operative
shopping centres located in Spain, two of them (Kareaga and
Grancasa) held directly and the other two (La Farga and Valle
Real) held indirectly through its subsidiaries Hospitalet Center,
SL and Inmolor, S.A. held by Iberian Assets at 50.1% and 100%
(50.1% in 2002), respectively. Zubiarte is a development
company and is actually the owner of a shopping centre that
is under construction and is expected to open to the public in
November 2004. These companies were included in the
consolidation by the proportional method, as they are jointly
controlled companies. A goodwill of Euro 19,255,246 (Note 9)
arose with the acquisition of these four companies. The
goodwill resulting from Zubiarte acquisition in the amount of
Euro 9,176,151 was wrote off in 2003 as it became fully
depreciated in 2002 (Note 9). As this acquisition was reported
to 30 September 2002, profits and losses of these companies
for the fourth quarter of 2002 were included in the consolidated
statement of profit and loss.
In December 2002, the Group acquired the remaining 40%
of the share capital of Consultoria de Centros Comerciales, S.A.
(“CCC”), by Euro 1,227,434, resulting in a goodwill amounting
to Euro 1,274,080 (Note 9). This subsidiary, held in 60% before
this acquisition, was already included in the consolidated
financial statements by the full consolidation method.
In December 2002, the Group acquired 19.9% of the share
capital of Sonae West Shopping, AG by Euro 10,000, resulting in
a goodwill amounting to Euro 153,996 (Note 9). This subsidiary,
held in 75% before this acquisition, was already included in the
consolidated financial statements by the full integration method.
SALE OF SUBSIDIARIES
On 29th September 2003, the Group sold 49.9% of the
share capital of its subsidiary Sierra BV, which holds the
following investments:
Company
Head office
Algarveshopping – Empreendimentos Imobiliários, S.A.
Caisgere, SGPS, S.A.
Capital Plus – Imobiliária, S.A.
Empreendimentos Imobiliários Colombo, S.A.
Guimarãeshopping – Empreendimentos Imobiliários, S.A.
IMO R – Sociedade Imobiliária, S.A.
Imospain V, BV
Inparsa, SGPS, S.A.
Lisedi – Urbanização e Edifícios, S.A.
LL Porto Retail, SGPS, S.A.
Madeirashopping – Sociedade de Centros Comerciais, S.A.
Maiashopping – Empreendimentos Imobiliários, S.A.
Omala – Imobiliária e Gestão, S.A.
Omne, Sociedade Gestora de Participações Sociais, S.A.
Plaza Mayor – Parque de Ócio, S.A.
RPU, SGPS, S.A.
Rule, SGPS, S.A.
Sintra Retail Park – Parques Comerciais, S.A.
SM – Empreendimentos Imobiliários, S.A.
Teleporto – Empreendimentos Imobiliários, S.A.
Vasco da Gama – Promoção de Centros Comerciais, S.A.
Viacatarina – Empreendimentos Imobiliários, S.A.
CCG – Centros Comerciais de Gaia, S.A.
Torre Colombo Ocidente – Imobiliária, S.A.
Torre Colombo Oriente – Imobiliária, S.A.
Iberian Assets, S.A.
Inmolor, S.A.
Hospitalet Center, S.L.
Lisbon
Lisbon
Vila Nova de Gaia
Lisbon
Maia
Oporto
Amsterdam
Maia
Maia
Vila Nova de Gaia
Funchal
Maia
Oporto
Maia
Madrid
Maia
Maia
Maia
Lisbon
Maia
Maia
Maia
Vila Nova de Gaia
Lisbon
Lisbon
Spain
Spain
Spain
This sale was made by a total amount of Euro 235,267,910 (of
which Euro 2,251,753 relate to interest income of the period
between 1 July 2003 (date in which the sale is effective) and
29 September 2003 (date of the formalisation of the sale)). To that
amount, expenses directly related to the sale in the amount of
4,104,298 were deducted and an estimated price adjustment of
Euro 562,945, was added. The price adjustment is expected to
Percentage of share capital
held by Sierra BV
100%
100%
50%
50%
100%
50%
100%
50%
50%
50%
50%
100%
100%
50%
100%
100%
100%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
25%
be received in 2004. As Sierra BV is controlled by Sonae
Imobiliária, the consolidated financial statements of Sierra BV
were included in the consolidated financial statements of Sonae
Imobiliária by the full integration method.
With the sale of 49.9% of the share capital of Sierra BV, the
Group also sold 49.9% of the shareholders loans granted
to the participated companies of Sierra, BV, by its nominal
amount (Euro 111,174,314).
On 1 April 2003, the Group sold 50% of the share capital
of Ascendente, SGPS, S.A. (“Ascendente”), which held 100%
of the share capital of Vasco da Gama – Promoção de Centros
Comerciais, S.A. (“Vasco da Gama”), owner of the Centro Vasco
da Gama. With the sale of Ascendente, both companies started
being classified as jointly controlled companies and included
in the consolidated financial statements by the proportional
method of consolidation. The Group also sold 50% of the
shareholder loans granted to Ascendente, by its nominal
amount (Euro 24,279,358).
During the first quarter of 2003, the Group sold the jointly
controlled company SPEL – Parques de Estacionamento, S.A.
(“SPEL”), discontinuing with this sale the car parking business,
which was classified as Unallocated in the business segment
information of the notes to the consolidated financial
statements as of 31 December 2002. The Group also sold the
shareholder loans granted to SPEL, by its nominal amount
(Euro 6,000,000).
On April 2002 the Group sold the investment held in
Praedium – Desenvolvimento Imobiliário, S.A. (“Praedium DI”),
which through its subsidiaries, operated in the Residential Real
Estate promotion business. With the sale of these subsidiaries
the group discontinued the Residential Real Estate promotion
business.
EFFECT OF THE ACQUISITIONS AND SALES
The effect of the acquisitions (acquisition of Zubiarte and
Iberian in 2002) and sales (sale of Ascendente and SPEL
in 2003 and Praedium DI and its subsidiaries in 2002)
occurred during the years ended 31 December 2003 and
2002 was as follows:
03.12.31
02.12.31
__________________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
Sales
Acquisitions _________________________________________________________
Sales
__________________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________
Ascendente and
Vasco da Gama
Investment properties (Note 7)
Tangible fixed assets
Investments
Accounts receivable from Group companies
Inventories
Trade receivables
Bank loans and shareholder loans - non current
Accounts payable
(I)
Identifiable assets and liabilities at acquisition date
Minorities (Note 18)
Goodwill
Profit/ (loss) on sale (Note 31)
Amount of purchase/sale
Net cash flow
1,336,449
102,049,000
–
–
–
–
–
165,549
804,314
(78,364,108)
(31,091,600)
(5,100,396)
–
–
21,121,408
SPEL
Total
Zubiarte and
Iberian
Praedium DI
609,994
–
16,296,175
–
–
–
–
185,442
447,292
(12,503,010)
(1,695,280)
1,946,443
102,049,000
16,296,175
–
–
–
–
350,991
1,251,606
(90,867,118)
(32,786,880)
3,364,601
195,000,000
1,571,789
15,622,795
8,557,139
22,257,351
–
927,675
17,287,478
(36,014,660)
(117,536,536)
573,581
–
2,213,144
–
7,668,681
–
52,964,754
1,892,236
9,994,791
(68,092,763)
(10,724,772)
3,340,613
–
–
2,359,387
(1,759,783)
–
–
23,480,795
111,037,632
(12,601,342)
19,255,246
–
(3,510,348)
1,544,553
–
3,048,795
1,083,000
(II)
16,021,012
5,700,000
21,721,012
117,691,536
(II-I)
14,684,563
5,090,006
19,774,569
(114,326,935)
509,419
The effect of sale of 49.9% of the share capital of Sierra, BV with effect on 30 June 2003 was as follows:
Investment properties in progress
Goodwill
Deferred income tax assets
Trade receivables
Minority interests
Bank loans - non current portion
Shareholder loans - non current portion
Deferred income tax liabilities
Bank loans - current portion
Shareholder loans - current portion
Accounts payable
73,368,110
1,294,441,500
16,819,168
10,356,233
12,852,149
7,840,874
5,519,216
15,468,930
(6,138,548)
(580,181,047)
(96,757,316)
(266,101,718)
(12,674,969)
(145,824,810)
(55,086,926)
Identifiable assets and liabilities at acquisition date
% sold
273,900,846
49.9%
Minorities (Note 18)
(136,676,522)
Total sale amount
Interest income from 1 July 2003 to the payment date (Note 33)
231,726,557
(2,251,753)
Profit on sale (Note 31)
229,474,804
92,798,282
26 / 27
SONAE IMOBILIÁRIA
7. INVESTMENT PROPERTIES
The movement in investment properties during the years ended 31 December 2003 and 2002 was as follows:
2003
__________________________________________________________________________________________________________________________________________________________________________________
2002
__________________________________________________________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________________________________________________________
In operation
Opening balance
In progress
Total
In operation
In progress
Total
1,498,889,202
151,962,163
1,650,851,365
1,061,571,619
185,362,003
1,246,933,622
Increases
112,323
168,032,688
168,145,011
–
73,555,470
73,555,470
Transfers
4,042,759
(4,042,759)
–
–
12,307,874
12,307,874
–
(2,969,609)
–
–
–
Production cost
89,629,992
(89,629,992)
Adjustment to fair value
(Note 30)
30,564,518
–
Impairment losses (Note 32)
(2,969,609)
Increases by transfer from
investment properties in progress:
Variation in fair value of the
investment properties
between years:
–
134,263,184
(134,263,184)
30,564,518
78,864,107
–
–
78,864,107
–
–
–
–
–
–
Gains (Note 30)
68,008,605
–
68,008,605
95,063,639
–
95,063,639
Losses (Note 30)
(7,540,000)
–
(7,540,000)
(1,125,000)
–
(1,125,000)
Increases through concentration
of business activities (Note 6)Sale of investment properties
(Note 6)
–
(102,049,000)
Closing balance
–
(2,194,942)
180,000,000
(104,243,942)
647,138
–
647,138
1,582,305,537
221,157,549
1,803,463,086
Impairment losses relate to the project “Vienna Mitte” which
was abandoned in 2003.
Portugal:
Brazil:
Spain:
Algarveshopping
Arrabidashopping
Cascaishopping
Centro Colombo
Centro Vasco da Gama
Coimbra Retail Park
Coimbrashopping
Estação Viana
Gaiashopping
Guimarãeshopping
Madeirashopping
Maiashopping
Norteshopping
Parque Atlântico
Sintra Retail Park
Viacatarina
100%
50%
50%
50%
50%
50%
100%
100%
50%
100%
50%
100%
50%
50%
50%
50%
Parque Dom Pedro Shopping
Sonae Enplanta
Sonae Imobiliária Brasil
100%
50%
100%
Grancasa
Kareaga
La Farga
Valle Real
Plaza Mayor
Parque Principado
50%
50%
50%
50%
100%
25%
195,000,000
(8,456,840)
–
(8,456,840)
(41,291,507)
–
(41,291,507)
1,498,889,202
151,962,163
1,650,851,365
At 31 December 2003 and 2002 investment properties
in operation corresponded to the fair value of the Group’s
proportion of the following shopping centres:
03.12.31
__________________________________________________________________________________________________________________________________________________________________________________
% of
consolidation
15,000,000
Yield
Amount
7.75%
7.50%
7.00%
6.75%
6.75%
8.00%
8.00%
8.00%
7.50%
7.85%
8.15%
7.85%
6.75%
8.50%
87,518,000
63,236,000
128,455,000
283,873,000
104,060,500
7,890,500
32,949,000
58,884,000
63,121,000
36,031,000
34,658,500
52,137,000
147,776,000
24,884,000
14,850,000
34,095,000
1,174,418,500
105,789,845
6,136,354
1,532,838
113,459,037
65,750,000
64,750,000
22,750,000
34,300,000
74,878,000
32,000,000
294,428,000
1,582,305,537
7.75%
6.50%
6.85%
8.00%
6.85%
7.50%
6.75%
02.12.31
__________________________________________________________________________________________________________________________________________________________________________________
% of
consolidation
Yield
Amount
100%
50%
50%
50%
100%
N/A
100%
N/A
50%
100%
50%
100%
50%
N/A
50%
50%
8.00%
7.50%
7.00%
6.75%
6.75%
N/A
8.00%
N/A
7.50%
8.00%
8.50%
8.00%
7.00%
N/A
8.25%
7.75%
100%
50%
N/A
12.00%
50%
50%
50%
50%
100%
25%
6.50%
6.85%
8.00%
6.85%
7.50%
7.00%
81,927,000
59,048,500
97,359,000
278,573,500
204,098,000
–
31,475,000
–
58,206,500
33,231,000
32,460,000
49,245,000
134,462,000
–
14,712,500
33,025,500
1,107,823,500
91,634,476
5,388,226
–
97,022,702
63,250,000
61,000,000
22,750,000
33,000,000
82,418,000
31,625,000
294,043,000
1,498,889,202
N/A
The fair value of each investment property was determined
by means of a valuation as of the balance sheet date made
by an independent specialised entity (Cushman & Wakefield
Healey & Baker).
The valuation of these investment properties was made in
accordance with the Practice Statements of the RICS Appraisal
and Valuation Manual published by The Royal Institution of
Chartered Surveyors (“Red Book”), located in England.
The methodology used to compute the market value of the
investment properties consists in preparing 10 years
projections of income and expenses of each shopping mall
which are then discounted to the balance sheet date using
a discount market rate. The residual amount at the end of
year 10 is computed by applying a return rate (“Exit yield” or
“cap rate”) on the projected net income of year 11. The market
values so obtained are then tested by calculating and analysing
the capitalisation yield that is implicit in those values –
corresponding to the yield shown in the list above. Projections
are intended to reflect the actual best estimate of the valuator
regarding future revenues and costs of each shopping mall.
Both the return rate and discount rate are defined in
accordance to the real estate local market conditions.
In the valuation of investment properties some assumptions,
that in accordance with the Red Book are considered to be
Portugal:
Investment properties in progress at 31 December 2003 and
2002 are made up as follows:
–
4,147,588
2,924,416
2,885,116
Parque Atlântico
–
8,046,297
Coimbra Retail Park
–
2,024,348
Setubal Retail Park
1,241,754
1,269,665
Expansão do Cascaishopping – 2ª fase
Estação Viana
Torres Colombo
Vienna Mitte
11,392,277
9,307,059
–
6,809,393
8,344,762
8,780,307
–
2,186,767
Berlin Alexanderplatz
5,508,599
3,143,160
3DO
4,766,162
2,673,845
Penha Shopping
Boavista Shopping
Parque Jockey
Spain:
At 31 December 2003 and 2002 there were no material
contractual obligations to purchase, construct or develop
investment properties or for repairs or maintenance, other
than those referred above.
02.12.31
Loureshopping
Brazil:
At 31 December 2003 and 2002 the following investment
properties had been given in guarantee of bank loans:
• Centro Colombo
• Centro Vasco da Gama
• Norteshopping
• Cascaishopping
• Gaiashopping
• Viacatarina
• Maiashopping
• Coimbrashopping
• Guimarãeshopping
• Sintra Retail Park
• Arrabidashopping
• Algarveshopping
• Madeirashopping
• Parque Principado
• Plaza Mayor
• Grancasa
• Kareaga
• Valle Real
• La Farga
• Coimbra Retail Park
• Parque Atlântico
• Estação Viana
03.12.31
Parque de Famalicão
Germany:
special were in addition considered, namely that in the
case of recently inaugurated shopping malls, in which the
possible costs still to be incurred were not considered, as the
accompanying financial statements already include a provision
for them.
Avenida M40
Plaza Mayor Shopping
6,788,254
2,230,492
12,911,625
1,451,085
1,645,273
–
63,548,201
35,913,166
6,491,248
4,380,805
Luz del Tajo
26,734,567
5,091,891
Plaza Éboli
12,500,191
9,164,387
Dos Mares
13,082,226
5,661,908
Zubiarte
22,588,208
15,000,000
Greece:
Aegean Park
18,101,447
17,405,000
Italy:
Brescia Centre
2,588,339
4,389,884
221,157,549
151,962,163
28 / 29
SONAE IMOBILIÁRIA
8. PROPERTY, PLANT AND EQUIPMENT
The movement in property, plant and equipment and corresponding accumulated depreciation during the years ended 31 December 2003 and
2002 was as follows:
2003
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Land
and natural
resources
Buildings
and other
constructions
Machinery
and
equipment
Opening balance
–
17,629,591
2,744,980
175,658
Increases
–
139,570
69,072
37,236
Sales
–
–
(1,091)
(50,759)
(32,896)
Transfers and disposals
–
–
–
(57,632)
43,547
2,676
–
–
386
1,625
–
Change in consolidation perimeter
– (14,580,024) (1,451,535)
Closing balance
–
3,189,137
1,361,812
Opening balance
–
1,563,254
1,066,162
70,687
Depreciation for the year
–
74,394
111,770
19,840
Sales
–
–
(35,685)
(11,203)
(15)
Transfers and disposals
–
(16,234)
(13,925)
(413)
–
–
(734,777)
(394,227)
Closing balance
–
881,332
783,654
37,966
879,642
105,716
–
2,307,805
578,158
65,927
1,742,801
56,010
2002
______________________________________
Tools and
utensils
Other
tangible
fixed assets
Tangible
fixed assets
in progress
Total
Total
2,349,200
129,306
764,301
1,366,394
25,159,430
39,510,455
372,294
38,543
69,420
498,706
1,224,841
4,826,577
Transport Administrative
equipment
equipment
Assets:
954
(1,564)
103,893
(111,327)
2,622,443
(15)
(22,661)
(84,534)
(169,295) (4,309,823)
(121,234)
(155,304) (13,914,308)
–
(8,784)
–
2,965
(12,945) (1,344,195) (17,510,374)
(171,013)
(782,458)
161,726
798,115
315,137
8,552,263
25,159,430
710,216
83,945
394,995
–
3,889,259
4,087,680
261,191
30,347
89,452
–
586,994
1,383,695
–
–
(47,241)
–
(74,257) (1,545,469)
Accumulated depreciation
and impairment losses:
Net assets
(21,539)
–
(338)
8
279
324
388
(966)
(67,025)
(22,154)
–
–
(8,148)
–
(9,056)
991
(556,582)
(32,927)
–
(1,214,199)
552,862
453,237
–
3,141,547
3,889,259
344,878
315,137
5,410,716
21,270,171
Changes in consolidation perimeter in 2003 are related with SPEL, which as mentioned in Note 6, was sold during the year ended 31 December 2003.
9. INTANGIBLE AS SETS
The movement in intangible assets and corresponding accumulated amortisation during the years ended 31 December 2003 and 2002 was as follows:
2003
__________________________________________________________________________________________________________________________________________________________________________________
2002
_______________________________________________________
Goodwill
Other
rights
Total
Total
21,665,831
12,701,175
34,367,006
10,567,536
2,243,938
–
2,243,938
29,295,098
Assets:
Opening balance
Increases:
Acquisitions
Price adjustments
308,286
Sales, disposals and regularisations
(8,229,245)
Closing balance
15,988,810
–
308,286
8
(8,229,237)
(5,656,209)
160,581
12,701,183
28,689,993
34,367,006
Accumulated depreciation and impairment losses:
Opening balance
11,605,418
1,854,194
13,459,612
7,913,442
Depreciation for the year
3,960,850
960,182
4,921,032
10,812,778
Sales and disposals
(9,336,732)
(9,336,741)
(5,266,608)
Closing balance
6,229,536
2,814,367
9,043,903
13,459,612
9,759,274
9,886,816
19,646,090
20,907,394
Net assets
(9)
Disposals in 2003 relates to the write off of goodwill that was fully depreciated as of 31 December 2002.
At 31 December 2003 and 2002 goodwill was made up as follows:
03.12.31
_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
02.12.31
____________________________________________
Year of
acquisition
Amount
Depreciation
rate
Depreciation
and impairment
losses
of the year
(Note 32)
Consultoria de Centros Comerciales, SL
1999
1,518,231
20%
303,647
1,518,231
–
303,647
Fimaia – Serv. Econ. e Gestão de Inv. S.A.
1999
365,973
20%
73,193
365,973
–
73,193
2000
45,211
20%
9,042
36,168
9,043
18,085
(Note 6)
2002
1,274,080
20%
254,816
509,632
764,448
1,019,264
Sonae West Shopping AG (Note 6)
2002
153,996
20%
30,799
61,598
92,398
123,197
Iberian Assets, S.A (Note 6)
2002
10,961,199
20%
2,394,462
2,740,301
8,220,898
6,570,937
Hospitalet Center S.L. (Note 6)
2002
132,194
20%
17,748
33,049
99,145
290,719
Inmolor, S.A (Note 6)
2002
(253,574)
(760,724)
(Note 6)
2002
–
100%
–
–
–
–
Inmolor, S.A (Note 6)
2003
1,667,583
20%
333,517
333,517
1,334,066
–
Plaza Mayor – Parque de Ócio, S.A.
(Note 6)
2003
576,355
100%
576,355
576,355
–
–
Price adjustment
2003
308,286
100%
308,286
308,286
–
–
3,960,850
6,229,536
9,759,274
10,060,413
(1,014,298)
20%
15,988,810
(341,015)
Accumulated
depreciation
and impairment
losses
Book
value
Book
value
1,661,371
As of 31 December 2003, “Other rights” include the amount of Euro 8,710,080 (Net of accumulated depreciation of Euro 1,009,183), relating the
management right to operate five shopping centres in Spain, four of which (Grancasa, Kareaga, La Farga and Valle Real) are actually in operation.
This right is being depreciated over a period of twelve years (corresponding to the established contract period plus an equal period for renewal),
which is the expected period to recover the investment.
10. OTHER NON CURRENT AS SETS
At 31 December 2003 and 2002 other non current assets were made up as follows:
03.12.31
02.12.31
Amount paid relating fit out contracts
10,898,297
–
Impairment losses on fit out contracts (Note 32)
(4,968,297)
–
5,930,000
–
Imo R – Sociedade Imobiliária, S.A.
–
14,877,278
Zubiarte
–
4,294,389
Lamda Pylea
–
259,350
Loans to group companies that were included in the consolidation
by the proportional method or excluded from consolidation:
109,360
1,543,964
Advances on account of investments
Other
1,502,530
1,761,880
Municipal Council of Lisbon
7,776,954
–
Municipal Council of Málaga
1,669,083
–
Rent deposits of tenants
1,496,157
Fun Entertainment International
–
1,237,921
1,024,162
1,427,117
13,578,246
25,401,899
19,508,246
25,401,899
30 / 31
SONAE IMOBILIÁRIA
The recoverable amount of the fit out contracts was determined
by means of a valuation as of the balance sheet date made by
an independent specialised entity (Cushman & Wakefield Healey
& Baker). The methodology used to compute the recoverable
amount of the fit out contracts consisted in determining the
discounted estimated cash flows of each one of the fit out
contracts, using a discounted marked rate, similar to the one used
in determining the fair value of the investment property to which
each fit out contract relates.
As of 31 December 2003 the recoverable amount of the fit out
contracts existing in each investment property was as follows:
03.12.31
__________________________________________________________________________________________________________________________________________________________________________________
Portugal:
Estação Viana
Gaiashopping
Parque Atlântico
% of consolidation
Yield
Amount
100%
50%
50%
8.00%
7.50%
8.50%
1,964,000
373,000
471,000
2,808,000
Spain:
Plaza Mayor
100%
7.50%
3,122,000
3,122,000
5,930,000
The amount of Euro 7,776,954 due by the Municipal Council
of Lisbon, relates to works developed by the jointly controlled
company Empreendimentos Imobiliários Colombo, S.A.
(“Colombo”) in the area surrounding the Centro Colombo. These
works were developed on behalf of the Municipal Council of
Lisbon (“CML”) in accordance with protocols signed between
the technical services of CML and Colombo in 1993 and 1998.
On the other hand, the item Other non current liabilities, at 31
December 2003, includes the amount of Euro 3,242,373 (Note
22) relating to works developed by CML on behalf of Colombo and
licenses. A legal action against CML was presented, reclaiming
the totality of the improvements made by Colombo on account
of CML and corresponding interests and other expenses incurred
by Colombo under the above mentioned protocols. The Colombo’s
Board of Directors believes that the legal action will be favourable
to Colombo and consequently did not record any impairment loss
to face eventual losses on this account receivable.
The amount of Euro 1,669,083 receivable from the Municipal
Council of Malaga relates to the excess cost of the roads built
by Plaza Mayor on account of that entity at the Plaza Mayor
shopping centre.
The amount of Euro 1,496,157 relates to the deposit in official
entities of the Kareaga, Grancasa, La Farga, Valle Real and
Parque Principado rents deposits received from tenants. The
rent deposits received from tenants are classified under “Other
non current payables” (Note 22).
Loans to group companies included in the consolidation
by the proportional method are not eliminated during the
consolidation process when the shareholders’ contributions
are not proportional to its ownership percentage.
11. INVENTORIES
At 31 December 2003 and 2002 this caption was made
up as follows:
Work in progress
Merchandise
Amounts capitalised during the year
Sales
02.12.31
76,447
21,163
194,421
21,163
97,610
215,584
The movement in work in progress and finished goods during
the years ended 31 December 2003 and 2002 was as follows:
03.12.31
_______________________________________________________
Opening balance
03.12.31
02.12.31
__________________________________________________________________________________________________________________________________________________________________________________
Work in
progress
Work in
progress
Finished
goods
Total
194,421
27,172,853
–
27,172,853
44,711
2,257,641
–
–
2,257,641
(5,086,749)
(5,086,749)
194,421
(24,149,324)
–
Transfers
(357,106)
(5,086,749)
5,086,749
–
–
194,421
Closing balance
76,447
194,421
(24,149,324)
12. TRADE RECEIVABLES
At 31 December 2003 and 2002 trade receivables were made up as follows:
03.12.31
02.12.31
Accounts receivable from customers:
Portugal
Brazil
Spain
Other customers
Notes receivable from customers
Doubtful accounts receivable
10,587,284
5,190,962
5,016,745
578,811
445,931
7,274,495
5,268,467
2,480,407
3,867,990
1,230,587
568,324
8,107,862
Accumulated impairment losses on accounts receivable from customers (Note 28)
29,094,228
(9,542,990)
21,523,637
(7,968,277)
19,551,238
13,555,360
13. ACCOUNTS RECEIVABLE FROM SHAREHOLDERS
As of 31 December 2003 the amount of Euro 105,000,000 relates to a short term loan granted to the Sonae Imobiliária’s shareholder, Sonae
Investments, BV. This short term shareholder loan granted bears interests at market interest rates and is expected to be reimbursed during the
first half of 2004.
14. OTHER RECEIVABLES
At 31 December 2003 and 2002 this item was made up as follows:
03.12.31
02.12.31
Municipal Council of Lisbon (Note 10)
State and other public entities
Soconstrução BV
Imoconti, S.A
Contacto SGPS, S.A.
Accounts receivable from group companies that were included in the consolidation by the proportional method
SABA Aparcamientos, S.A.
ING Real Estate Bishop BV
ING RPFI Holding ACI, SL e ING RPFI Holding Spain, SL
Estação Shopping
ING Soparfi
Rent deposits of tenants
Tax notification paid
Municipal Council of Málaga (Note 10)
MBO La Farga
Advances to suppliers
Other
–
25,622,384
–
234,772
28,051,152
–
6,014,346
4,424,178
1,441,724
–
–
1,065,492
791,418
–
986,018
800,125
6,352,813
7,776,954
21,310,144
32,807,843
2,288,300
–
7,783,497
–
–
–
1,175,000
1,987,249
–
791,418
1,649,415
986,000
840,485
5,475,996
Accumulated impairment losses on other receivables (Note 28)
75,784,422
(603,005)
84,872,301
(424,297)
75,181,417
84,448,004
The amount of Euro 25,622,384 receivable from state entities
relates basically to Value Added Tax (“VAT”) receivable. In
accordance to tax legislation, the Group follows the procedure of
record under this item the VAT included in the invoices from third
parties during the period of construction of the shopping centres
and the reimbursement of that VAT is asked to state entities
only after the beginning of operation of the shopping centres.
The amount of 28,051,152 relates to a short term loan granted
to Contacto, SGPS, S.A. which bears interests at market interest
rates. This loan was granted following the renegotiation of the
account receivable by the Group relating the sale in 2002, of
the investment and shareholder loans granted to Praedium BV,
mentioned in Note 6. The corresponding amount that was due
on 31 December 2002 amounted to Euro 32,807,843.
The amount of Euro 6,014,346 receivable from SABA
Aparcamientos, S.A. relates to the amount still pending to
receive relating the sale of the investment and shareholder
loans granted to SPEL, mentioned in Note 6. The Group expects
to receive this account receivable in 2004.
The amounts of Euro 4,424,178 and Euro 1,441,724, relate to
accounts receivable by the other join venturer of Zubiarte –
Inversionnes Inmobiliárias, S.A. and Iberian Assets, S.A.,
respectively.
The amount of Euro 1,065,492 relates to the deposit in official
entities of the Plaza Mayor rents deposits received from
tenants. The rent deposits received from tenants are classified
under “Other non current payables” (Note 26).
32 / 33
SONAE IMOBILIÁRIA
The amount of Euro 791,418 relates to tax notifications on the
income tax statements relating to years 1991 to 1997 of SM
paid at the end of 2002 to tax authorities. The corrections
proposed by tax authorities related to the depreciation policy
of improvements made in third parties land that for tax
purposes were being depreciated in five years and the tax
deductibility of the estimated property tax expensed in that
years. SM contested the tax notifications received and did not
record any impairment loss to face eventual losses on those
amounts as the Board of Directors believes that the
contestation will be favourable to SM.
Loans to group companies included in the consolidation
by the proportional method are not eliminated during
the consolidation process when the shareholders’
contributions are not proportional to its ownership
percentage.
15. OTHER CURRENT AS SETS
At 31 December 2003 and 2002 this item was made
up as follows:
Interest income receivable
Variable rents receivable
Recovery costs receivable
Deferred rents
Deferred bank expenses
Deferred costs with projects
Management and administration services receivable
Others
03.12.31
02.12.31
377,849
1,985,827
625,197
1,057,184
–
437,119
2,535,413
2,569,683
1,374,286
4,411,124
254,634
4,800,653
3,950,382
–
2,788,501
901,115
9,588,272
18,480,695
16. CASH AND CASH EQUIVA LENTS
At 31 December 2003 and 2002 cash and cash equivalents was made up as follows:
03.12.31
02.12.31
Cash
Bank deposits payable on demand
Treasury applications
462,908
24,819,815
159,984,073
157,557
67,045,755
23,466,248
Bank overdrafts (Note 20)
185,266,796
(4,697)
90,669,560
(938,697)
185,262,099
89,730,863
At 31 December 2003, treasury applications relate to term
deposits made by several companies included in the
consolidation and bear interests at market interest rates.
17. SHARE CAPITA L
Following the deliberation of the Shareholders General Meeting
occurred on 29 November 2003, the share capital of Sonae
Imobiliária was decreased from Euro 187,125,000 to Euro
162,244,860, through the extinguishment of 4,986,000
ordinary shares acquired to the Sonae Imobiliária’s
shareholders by Euro 30.09/share through net assets
that can be distributed to the shareholders.
Following this deliberation, Sonae Imobiliária acquired
4,986,000 shares to its shareholders, by the total amount of
Euro 150,028,740, of which 3,342,614 shares were acquired
to Sonae Investments, BV and 1,643,386 shares were acquired
to Grosvenor Investments, (Portugal), SA.
After this acquisition of treasury stock and favourable
deliberation of the Shareholders General Meeting occurred
on 4 December 2003, Sonae Imobiliária in a public deed dated
17 December 2003, decreased its share capital through the
extinguishment of that treasury stock.
As mentioned in the Portuguese commercial legislation,
Sonae Imobiliária constituted a special reserve to which the
rules of the legal reserve applies, by an amount equivalent
to the nominal amount of the shares extinguished
(Euro 24,880,140).
At 31 December 2003 share capital was made up of
32,514,000 fully subscribed and paid up ordinary shares
of Euro 4.99 each.
The following entities own more than 20% of the share capital
at 31 December 2003 and 2002:
Entity
2003
2002
Sonae Investments, BV
67,04%
67,04%
Grosvenor Investments, (Portugal), SA
32,96%
32,96%
18. MOVEMENT IN MINORITY INTERESTS
During the years ended 31 December 2003 and 2002 the movement in minority interests was as follows:
Variation
Variation in
in hedging
Effect
reserve
of changes
(Note 19)
in perimeter
Balance as of
Net
translation
Increase of
02.12.31
Profit
reserve
share capital
4,830,100
–
–
–
–
–
–
Comercial de Pinto Shopping, SA
924,735
–
–
475,265
–
–
Comercial de San Javier, S.A.
654,675
–
–
395,325
–
–
–
–
550,000
Hospitalet Center, SL
5,777,644
93,538
–
Inmolor, SA
7,019,571
–
–
Parque D. Pedro Shopping
1,235,953
289,196
Plaza Mayor – Parque de Ócio, SA
5,372,007
–
397,580
–
Avenida M40, SA
Galpark, S.A.
Proyetto Shopping, S.A.
Sierra BV
Outros
(95,668)
Acquisitions
Sales
03.12.31
–
–
4,830,100
–
–
–
1,400,000
–
–
–
–
1,050,000
–
–
–
14,855
366
565,221
–
–
–
–
–
34,580
5,905,762
–
–
–
–
–
–
63,837
–
–
–
747,394
2,118,975
–
–
–
–
–
–
–
–
–
1,698,200
–
–
–
–
–
2,095,780
40,024,751
–
–
–
– 136,676,522
–
–
1,508
(408,630)
–
26,116,597 40,408,993
(626,035)
3,182,627
(87,912)
–
(87,912)
(7,019,571)
–
(5,372,007)
(Note 6)
Balance as of
Others
(217,405)
(Note 6)
–
– (12,391,578) 136,691,377
(273,268) 176,340,093
826,820
324,030
1,335,892 194,629,961
Variation
Variation in
in hedging
Effect
reserve
of changes
(Note 19)
in perimeter
Balance as of
Net
translation
Increase of
01.12.31
Profit
reserve
share capital
4,830,100
–
–
–
–
–
–
Comercial de Pinto Shopping, SA
–
–
–
–
–
924,735
Hospitalet Center, SL
–
68,249
–
–
–
Inmolor, SA
–
127,624
–
–
1,754,872
446,008
891,468
4,480,539
1,031,201
–
Avenida M40, SA
Parque D. Pedro Shopping
Plaza Mayor – Parque de Ócio, SA
Praedium DI
Outros
(121,073)
8,386,568
(48,335)
5,074,085
Acquisitions
Sales
(Note 6)
Balance as of
Others
02.12.31
–
–
4,830,100
–
–
–
924,735
–
5,709,395
–
–
5,777,644
–
–
6,891,947
–
–
7,019,571
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(240)
–
–
1,052,255
–
(626,035)
–
–
1,976,990
12,601,342
(625,795)
(Note 6)
(1,544,553)
–
(1,544,553)
(339,132)
1,235,953
–
5,372,007
513,352
–
73,980
956,587
248,200
26,116,597
34 / 35
SONAE IMOBILIÁRIA
19. BANK LOANS
At 31 December 2003 and 2002 bank loans obtained were made up as follows:
03.12.31
____________________________________________________________________________________________________________________________________
02.12.31
_____________________________________________________________________________________________________________________________________
Used amount
________________________________________________________________________________________
Used amount
________________________________________________________________________________________
Short term
Medium and
long term
Due date
Reimbursement
plan
11,939,990
–
27,963,842
–
11,939,990
50,000,000
Jan/2005
Dec/2006
Final
Final
50,000,000
11,939,990
27,963,842
61,939,990
34,353,496
1,226,000
18,830,504
–
–
–
May/2010
Quarterly
(b)
–
34,353,496
–
–
–
(b),(e)
(b)
(c)
–
–
56,700,000
9,000,000
13,467,543
–
–
–
2,493,544
13,467,543
–
–
26,001,778
–
–
33,668,858
28,000,000
–
–
13,467,543
–
11,818,153
–
–
–
33,668,858
–
–
–
13,467,543
Apr/2013
2,003
Oct/2005
Oct/2006
Sep/2004
Quarterly
Various
Final
Final
Final
(a), (b)
(b), (c)
(b), (c)
27,750,000
30,485,000
6,000,000
1,375,000
–
–
22,625,000
–
–
27,750,000
–
–
1,375,000
–
–
24,000,000
–
–
Mar/2017
Jan/2011
Jan/2007
Quarterly
Quarterly
Final
(b)
9,000,000
–
3,000,000
–
–
–
Apr/2013
Quarterly
(b)
2,700,000
396,115
–
–
–
–
Oct/2006
Final
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(a), (d)
(a), (b)
(a), (b)
(a)
(a), (b)
112,250,000
24,040,483
12,774,037
39,967,305
26,369,406
12,500,000
6,500,000
8,500,000
17,608,363
3,673,033
18,750,000
–
15,025,303
– 112,250,000
– 24,040,483
751,265
10,517,712
976,645 28,773,456
300,000 25,619,406
–
–
–
–
–
–
2,177,876
12,047,827
454,296
2,513,127
935,547
17,307,612
14,877,277
–
– 15,025,303
Sep/2026
Mar/2005
Apr/2013
Jun/2019
Nov/2020
Jul/2018
Jul/2018
Jul/2018
Jun/2009
Jun/2009
Jun/2011
Dec/2003
Jan/2026
Annual
Half year
Half year
Half year
Half year
Annual
Annual
Annual
Quarterly
Quarterly
Quarterly
Final
Half year
(a), (b)
27,500,000
–
27,500,000
27,500,000
–
27,500,000
Nov/2016
Annual
(a), (b)
(a), (b)
(a), (b)
(a), (b)
(b)
(b)
(b)
14,253,148
11,500,000
2,000,000
61,428,000
35,459,714
–
64,843,727
1,839,116
–
1,923,688
–
1,141,923
–
972,656
10,115,138
11,431,784
–
61,428,000
34,317,791
–
63,871,071
14,253,148
–
–
61,428,000
35,459,714
9,975,960
64,843,727
1,839,116
–
–
–
–
1,976,098
–
11,954,254
–
–
50,000,000
34,257,719
–
64,843,727
May/2010
Apr/2013
Jun/2006
2028
Oct/2017
Aug/2003
Jul/2026
Quarterly
Half year
Final
Annual
Annual
Final
Annual
(a), (b)
(a), (b)
(a), (b)
(a)
(a)
(a),(f)
(a),(f)
6,234,974
4,500,000
1,150,000
–
–
–
–
5,455,602
–
645,093
323,527
9,167
–
–
–
3,571,891
–
315,180
–
–
–
6,234,974
–
–
–
–
1,683,445
–
545,560
–
–
279,236
109,998
374,098
–
5,455,602
–
–
535,203
9,167
1,122,294
5,380,713
Aug/2010
Nov/2013
Nov/2006
Nov/2005
Jan/2004
(b), (d)
55,500,000
1,581,750
2,830,500 108,169,500
2028
Annual
(a), (b)
19,600,000
2,300,000
18,000,000
–
575,687
–
Oct/2021
Jul/2005
Jul/2015
Annual
Final
Monthly
Entity
Limit
Bond Loans
Sonae Imobiliária/98 bonds
Sonae Imobiliária/99 bonds
Bank Loans:
Sierra BV
JP Morgan Chase
Algarveshopping – Emp.
Imobiliários, S.A.
JP Morgan Chase
Algarveshopping – Emp.
Imobiliários, S.A.
BCP, CGD
Avenida M40, S.A.
Commerzbank
Avenida M40, S.A.
Sindicated Loan
Avenida M40, S.A.
Sindicated Loan
Caisgere, SGPS, S.A.
CGD
Capital Plus – Inv. e
Participações, S.A.
Eurohypo, BBVA, DB
Comercial de Pinto Shopping
Hypo Real Estate
Comercial de Pinto Shopping
Hypo Real Estate
Comercial de San
Javier Shopping, S.A.
Aareal Bank
Comercial de San
Javier Shopping, S.A.
Aareal Bank
Empreendimentos Imobiliários
Colombo, S.A.
Eurohypo
Grupo Lar Principado, SL
Eurohypo
Hospitalet Center
Eurohypo
Iberian Assets
Eurohypo
Iberian Assets
Eurohypo
Iberian Assets
Eurohypo
Iberian Assets
Eurohypo
Iberian Assets
Eurohypo
BEI
BPI
Eurohypo, BPI
Citibank
Inmolor
Eurohypo
Inparsa – Ind. e Participações,
SGPS, S.A.
Eurohypo
Madeirashopping – Soc. Cent.
Comerciais, S.A.
BCP
Micaelense – Emp. Imobiliários, S.A.
CGD, BCP
Micaelense – Emp. Imobiliários, S.A.
CGD, BCP
OMNE – SGPS, S.A.
Eurohypo
Plaza Mayor – Parque de Ocio, S.A.
Eurohypo
Plaza Mayor – Parque de Ocio, S.A.
BPI
Rule, SGPS, S.A.
Eurohypo
Sintra Retail Park – Parques
Comerciais, S.A.
BPI
Sóguia – Sociedade Imobiliária, S.A.
CGD, MG
Sóguia – Sociedade Imobiliária, S.A.
CGD, MG
Unibanco
BNDES
SPEL – Soc. P. Estacionamento, S.A.
BPI
SPEL – Soc. P. Estacionamento, S.A.
BPI
Vasco da Gama – P. Centros
Comerciais, S.A.
BBVA
Viacatarina – Empreendimentos
Imobiliários, S.A.
Eurohypo
Zubiarte
Santander Spain
Zubiarte
Santander Spain
(a), (b)
811,683,532
Total
Fair value of the financial hedging instruments
Deferred bank expenses incurred on the issuance of bank debt
(a)
(b)
(c)
(d)
(e)
(f)
Short term
Medium and
long term
–
50,000,000
Limit
– 112,250,000 112,250,000
555,936 22,958,662 24,040,483
826,392
9,691,320
12,774,037
1,126,898
27,646,559 39,967,305
400,000 25,219,406 26,369,406
427,500 12,072,500
–
222,500
6,277,500
–
–
8,500,000
–
2,196,411
9,851,415
17,608,363
458,162
2,054,964
3,673,033
935,547 16,372,065 18,750,000
–
– 24,939,895
– 15,025,303 15,025,303
52,503,000 111,000,000
19,600,000
–
3,550,837
19,600,000
–
–
40,575,757 660,935,164 750,263,194
–
–
–
19,600,000
–
–
41,620,665 648,059,506
90,575,757 672,875,154
3,735,944
631,050
(284,368) (3,551,721)
69,584,507 709,999,496
–
5,494,280
94,027,333 669,954,483
69,584,507
These amounts are considered at the control proportion held by the Group
To guarantee the repayment of these loans, the Group pledged the real estate properties owned by these companies
To guarantee the repayment of this loan, the Group pledged the shares of this subsidiary
The Group constituted bank guarantees as guarantee of the repayment of this loan
This loan was repaid before its term
Company sold in 2003
715,493,776
Half year
Half year
Final
Quarterly
Quarterly
Half year
in renegotiation
Bank loans bear interests at market interest rates and were all
contracted in Euro, except for the bank loans relating Sonae
Enplanta, which were contracted in Brazilian Reais and
translated to Euro using the exchange rate prevailing
at balance sheet date (Note 2.19).
The debenture loan contract of Sonae Imobiliária (Sonae
Imobiliária 99/Bonds), includes a clause through which the
entities that subscribed the Bond loan can exercise a put option
of the total loan or the remaining amount due at the
reimbursement date of the 10th coupon, which will occur in
December 2004. In accordance to the information obtained by
the Board of Directors it is expected that the put option will be
exercised by the entity that subscribed the loan and
consequently the amount due as of 31 December 2003 (Euro
50,000,000) was classified as short term liability.
At 31 December 2003 loans classified as medium and long term
were repayable as follows:
2005
57,394,048
2006
20,870,781
2007
22,865,017
2008
24,618,792
2009 and following years
547,126,516
672,875,154
At 31 December 2003 and 2002 the Group’s financial
instruments relate to interest rate swaps were as follows:
03.12.31
______________________________________________________________________________________________________________
02.12.31
______________________________________________________________________________________________________________
Fair value
of the financial
instrument
Fair value
of the financial
instrument
Loan
Loan
Financial hedging instruments:
Sonae Imobiliária/98 Bonds
11,939,990
20,349
39,903,832
286,254
Sonae Imobiliária/99 Bonds
50,000,000
1,628,164
50,000,000
3,959,879
Caisgere SGPS/CGD
13,467,543
278,834
13,467,543
493,000
Imo R/BEI
12,047,826
218,922
14,225,703
436,036
Imo R/BPI
2,513,126
45,408
2,967,423
53,154
Imo R/Eurohypo
17,307,612
364,258
18,243,159
265,957
Iberian/Eurohypo
12,500,000
(8,755)
–
–
Iberian/Eurohypo
8,500,000
(4,581)
–
–
Iberian/Eurohypo
6,500,000
(4,551)
–
2,538,048
–
5,494,280
Not perfect hedging financial instruments:
Sonae Imobiliária/99 Bonds (Note 33)
50,000,000
1,828,946
4,366,994
The fair value of the financial hedging instruments was
recorded under hedging reserves of the Group (Euro 2,094,170)
and hedging reserves of the minorities (Euro 443,878).
These interest rate swaps are stated at their fair value at the
balance sheet date, determined by the valuation made by the
bank entities with which the interest swaps were contracted.
The computation of the fair value of these financial instruments
was made taking into consideration the actualisation to the
balance sheet date of the future cash-flows relating to the
difference between the contracted interest rate with the bank
entity with which the swap was negotiated and the variable
interest rate negotiated with the bank entity that granted
the loan.
The interest rate swap relating the Sonae Imobiliária’s
debenture loan (Sonae Imobiliária 99/Bonds), was contracted
for the totality reimbursement period initially expected (with
reimbursement date on December 2006), because there was
the conviction that the put option on that loan would not be
exercised by the entity that subscribed the loan. As, at the
balance sheet date exists the conviction that the entity that
–
–
5,494,280
subscribed the loan will exercise the put option, the amount
due of that loan as of 31 December 2003 (Euro 50.000.000)
was classified in the short term and the valuation amount of
the interest rate swap corresponding to the period between
December 2004 (date on which the anticipated reimbursement
is expected, through the exercise of the put option by the entity
that subscribed the loan) and December 2006 (date of the final
reimbursement of that loan) was recorded by debited to the
consolidated statements of profit and loss, as it was considered
that this portion of the interest rate swap valuation does not
qualify as perfect hedging.
The main hedging principles used by the Group when
negotiating these hedging financial instruments are as follows:
• Perfect matching between the cash-flows paid and received:
there is coincidence between the dates of interest payments
of the loans obtained and changed with the bank;
• Perfect matching in the index interest rate used: the
reference index interest rate used in the in interest rate swap
and in the loan are coincident;
• In a scenario of increase or decrease in interest rates, the
maximum amount of interest charges is perfectly calculated.
36 / 37
SONAE IMOBILIÁRIA
20. OTHER LOANS
At 31 December 2003 and 2002 other loans obtained were made up as follows:
03.12.31
______________________________________________________________________________________________________________
02.12.31
______________________________________________________________________________________________________________
Short term
Medium and
long term
Short term
Medium and
long term
Bank loans:
Imo R - Sociedade Imobiliária, S.A.
Maiashopping - Empreendimentos Imobiliários, S.A.
SM – Empreendimentos Imobiliários, S.A.
Unishopping Administradora, Ltda
Grupo Lar Principado, SL
24,950
16,563
–
14,714
379,867
24,950
33,126
–
–
–
24,950
16,563
869,507
–
392,417
49,900
66,252
–
–
–
Bank overdrafts (Note 16)
436,094
4,697
58,076
–
1,303,437
938,697
116,152
–
440,791
58,076
2,242,134
116,152
Bank loans bear interests at market interest rates and were all contracted in Euro, except for the bank loan relating Unishopping Administradora,
Ltda. which was contracted in Brazilian Reais and translated to Euro using the exchange rate prevailing at balance sheet date (Note 2.19).
2 1. ACCOUNTS PAYABLE TO OTHER SHAREHOLDERS
03.12.31
______________________________________________________________________________________________________________
SIERRA Investments (Luxembourg) 1 Sarl (“Luxco 1”):
AlgarveShopping – Empreendimentos Imobiliários, S.A.
Empreendimentos Imobiliários Colombo, SA
Iberian Assets, S.A
Imo R – Companhia Imobiliária, S.A.
Inparsa, SGPS, S.A.
MadeiraShopping – Sociedade de Centros Comerciais, S.A.
Rule, SGPS, S.A.
SIERRA Investments (Luxembourg) 1 Sarl ("Luxco 2"):
AlgarveShopping – Empreendimentos Imobiliários, S.A.
Empreendimentos Imobiliários Colombo, SA
Iberian Assets, S.A
Imo R – Companhia Imobiliária, S.A.
Inparsa, SGPS, S.A.
MadeiraShopping – Sociedade de Centros Comerciais, S.A.
Rule, SGPS, S.A.
Other Shareholder’s:
Avenida M40, S.A.
Comercial Pinto Shopping, S.A.
Comercial de San Javier Shopping, S.A.
Proyecto Shopping 2001, S.A.
Others
The amounts payable to LuxCo 1 and LuxCo 2,
relate to shareholder loans payable by the
subsidiaries and jointly controlled companies
02.12.31
______________________________________________________________________________________________________________
Short term
Medium and
long term
Short term
Medium and
long term
–
9,985,970
–
–
–
–
216,233
5,240,332
152,472
–
50,541
26,008,435
607,643
8,248,624
1,706,164
1,250,045
682,992
–
–
6,730,778
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
15,595,007
45,285,222
–
–
–
7,988,776
–
–
–
–
172,987
4,192,708
121,978
–
40,433
20,806,748
486,114
6,598,899
1,364,931
1,000,036
546,393
–
–
5,384,622
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
12,476,449
36,228,176
–
–
8,087,854
671,682
1,951,194
4,037,820
6,724,669
106,081
–
2,520,000
–
2,288,414
–
–
–
–
–
–
4,134,362
423,549
4,144,449
–
–
–
–
893,885
21,579,300
4,808,414
4,557,911
5,038,334
49,650,756
86,321,812
4,557,911
5,038,334
of Sierra BV, to the other shareholders of Sierra BV.
These loans bear interests at market interest rates
and were contracted in Euro.
22. OTHER NON CURRENT LIABILITIES
Rent deposits from tenants (Note 10)
Other non current accounts payable
03.12.31
02.12.31
3,243,373
4,510,144
138,234
–
2,210,895
3,158,261
7,891,751
5,369,156
23. DEFERRED INCOME TAXES
Deferred income tax assets and liabilities at 31 December 2003 and 2002 in accordance to the temporary differences that generate them,
are made up as follows:
Deferred tax assets
______________________________________________________________________________________________________________
Difference between fair value and tax cost of tangible fixed assets
Write-off of intangible assets
Write-off of deferred income relating key income and expenses
relating the opening of shopping centres
Fair value of hedging financial instruments
Fair value of especulation financial instruments
Tax losses carried forward
Impairment losses on accounts receivable from customers
Deferred income tax assets related with the fair value of the
financial hedging instruments were recorded under hedging
reserves of the Group (Euro 575,196) and hedging reserves
of the minorities (Euro 121,426).
Opening balance
Effect in net result:
Difference between fair value and tax cost of tangible fixed assets
Write-off of intangible assets
Write-off of deferred income relating key income and expenses
relating the opening of shopping centres
Decrease/Increase of impairment losses not accepted for tax purposes
Decrease/Increase of tax losses carried forward
Fair value of speculation financial instruments
Effect of change in income tax rate from 33% to 27.5% (Note 24)
Other
Sub-total (Note 24)
Effect in equity:
Valuation of hedging financial instruments
Adjustment in the opening balance of deferred income tax
Changes in perimeter:
Sales
Acquisitions:
Deferred income tax liabilities
Deferred income tax assets
Others
Closing balance
Deferred tax liabilities
______________________________________________________________________________________________________________
03.12.31
02.12.31
02.12.31
02.12.31
–
–
–
–
–
696,622
502,960
16,196,927
116,855
–
1,813,113
–
15,219,410
–
803,557
–
–
–
–
5,496,161
–
–
–
–
17,513,364
17,032,523
265,252,967
298,814,811
270,072,049
(5,622,639)
296,437,397
(3,118,747)
The movement in deferred income tax assets
and liabilities (net balance) during the years
ended 31 December 2003 and 2002 was
as follows:
2003
2002
281,782,288
215,646,740
37,404,409
(712,242)
66,498,369
908,793
(4,206,533)
(140,226)
(1,187,845)
(502,960)
(41,933,975)
–
(669,464)
–
(2,891,555)
–
–
–
(11,279,372)
63,846,143
1,116,491
(200,941)
2,155,340
(26,738,388)
692,042
–
212,143
247,739,603
(665,327)
(7,064,362)
–
2,087,169
18,173,214
(11,358,899)
1,117,610
281,782,288
38 / 39
SONAE IMOBILIÁRIA
The deferred income tax assets relating to tax losses carried forward are made up as follows:
Parque Dom Pedro Shopping, S.A
Spel-Sociedade Parques Estacionamento,SA
Iberian Assets, S.A
Other companies
At the balance sheet date the Group reviewed the tax
losses carried forward, and only recorded the deferred
income tax assets related with tax losses carried forward
03.12.31
02.12.31
3,204,110
–
8,054,326
4,855,832
82,659
3,647,977
210,328
7,683,012
3,675,885
2,208
16,196,927
15,219,410
which will probably be recovered in the future. The limit expire
date of that tax losses existing as of 31 December 2003
is as follows:
Spain:
Generated in 1996
Generated in 1997
Generated in 1998
Generated in 2002
Tax
loss
Limit
expire date
21,070,622
6,539,811
4,052,256
526,595
2011
2012
2013
2017
32,189,284
Brazil:
Generated in 1999
Generated in 2002
149,965
9,419,452
no limit date
no limit date
9,569,417
Others:
Generated in 2002
Generated in 2003
194,617
5,844
2007
2008
200,461
41,959,162
24. INCOME TAX
Income tax for the years ended 31 December 2003 and 2002 is made up as follows:
03.12.31
Current tax
Deferred tax (Note 23)
02.12.31
18,938,224
(11,279,372)
16,655,315
63,846,143
7,658,852
80,501,458
The numerical reconciliation between tax expense and the product of accounting profit multiplied by the applicable tax rate is as follows:
03.12.31
02.12.31
Profit before income tax
Gains related to the sale of companies (Note 6):
Sierra BV (added of expenses, accepted for tax purposes)
Ascendente
SPEL
Praedium DI
Depreciation of goodwill (Note 9)
Other permanent differences and tax losses for which the recuperability is not probable
256,735,372
229,967,905
Taxable profit
Effect of different income tax rates in other countries
149,090,898
1,190,395
240,510,768
3,433,044
Income tax rate in Portugal
150,281,293
33.0%
49,592,827
243,943,812
33.0%
80,501,458
Effect of change in income tax rate from 33% to 27.5% (Note 23)
(41,933,975)
(99,154,333)
(21,121,408)
(2,359,387)
3,960,850
11,029,804
7,658,852
(3,048,795)
10,456,811
3,134,847
80,501,458
25. TRADE PAYABLES
At 31 December 2003 and 2002 trade payables were made up as follows:
Trade suppliers
Suppliers of fixed assets
Other suppliers
03.12.31
02.12.31
13,223,939
39,972,829
–
12,622,948
26,054,071
64,181
53,196,768
38,741,200
03.12.31
02.12.31
26. OTHER PAYABLES
At 31 December 2003 and 2002 other payables were made up as follows:
Advances from customers
State and other public entities
2,068,337
1,525,223
15,932,659
21,382,620
–
3,242,373
ING RPFI Spain, BV
4,402,932
Refer
3,343,000
Rent deposits from tenants (Note 14)
1,109,815
ING Soparfi
Other payables
–
1,986,344
6,968,040
4,179,587
33,824,783
32,316,147
The amount of Euro 4,402,932 corresponds to the amount due relating to the sale of Ascendente, which had occurred during the first half year of 2003.
The amount of Euro 3,343,000 corresponds to the amount due relating to the acquisition of the surface right of Estação Viana.
27. OTHER CURRENT LIABILITIES
At 31 December 2003 and 2002 other current liabilities were made up as follows:
03.12.31
02.12.31
4,613,787
Payable interest expense
5,656,365
Other accrued borrowing expenses
1,698,560
Vacation pay and vacation bonus
6,600,192
4,848,739
Accrued Real Estate tax
6,223,124
10,740,841
Accrued services payables
5,363,642
4,581,308
Condominium margin
1,244,144
1,406,996
Accrued recovery costs
Accrued fixed asset expenses
Key income, invoiced in advance
577,505
11,732,789
2,916,526
5,459,391
Rental income invoiced in advance
7,797,285
7,499,495
Others
7,726,546
10,599,567
60,079,543
47,207,259
40 / 41
SONAE IMOBILIÁRIA
28. PROVISIONS AND IMPAIRMENT LOS SES ON ACCOUNTS RECEIVABLE
The movement in provisions and impairment losses on accounts receivable during the years ended 31 December 2003 and 2002 is made
up as follows:
Balance as of
02.12.31
Increase
Impairment losses on accounts receivable:
Customers (Note 12)
7,968,277
Other debtors (Note 14)
424,297
1,727,824
194,103
(85,981)
(15,395)
(22,970)
–
(44,160)
–
9,542,990
603,005
8,392,574
1,921,927
(101,376)
(22,970)
(44,160)
10,145,995
Captions
Provisions for risks and costs:
Other risks and costs
Decrease
952,863
588,444
(826,469)
9,345,437
2,510,371
(927,845)
Balance as of
01.12.31
Increase
Impairment losses on accounts receivable:
Customers
6,992,770
Other debtors
119,570
7,112,340
Captions
Provisions for risks and costs:
Other risks and costs
Changes in
perimeter
–
(22,970)
Translation
differences
–
(44,160)
714,838
10,860,833
Decrease
Changes in
perimeter
1,310,876
31,732
(676,450)
(6,548)
574,118
279,543
(233,037)
–
7,968,277
424,297
1,342,608
(682,998)
853,661
(233,037)
8,392,574
388,482
167,217
(22,024)
419,188
7,500,822
1,509,825
(705,022)
1,272,849
Translation
differences
Balance as of
03.12.31
–
(233,037)
Balance as of
02.12.31
952,863
9,345,437
29. SA LES AND SERVICES RENDERED
Sales and services rendered for the years ended 31 December 2003 and 2002 are made up as follows:
Sales
Services rendered:
Fixed rents
Variable rents
Mall income
Common charges
Management and administration fees
Co-generation
Parking lot income
Others
03.12.31
02.12.31
–
5,516,596
105,362,591
8,095,819
3,080,582
56,131,782
6,058,476
2,744,060
5,590,101
29,799,241
101,563,999
10,167,281
3,826,897
53,171,741
216,862,652
210,588,859
216,862,652
216,105,455
9,229,582
32,629,359
Sales in 2002 relate to sales of Praedium DI, which through its subsidiaries operated in the residential real estate promotion business (Note 6).
30. VARIATION IN FAIR VA LUE OF THE INVESTMENT PROPERTIES
The variation in fair value of the investment properties in 2003 and 2002 is made up as follows:
Transfers from “in progress” (Note 7)
Variation in fair value between years (Note 7):
– Gains
– Losses
Adjustment of the estimated construction cost at the date of the transfer to investment properties in operation
03.12.31
02.12.31
30,564,518
78,864,107
68,008,605
(7,540,000)
–
95,063,639
(1,125,000)
3,756,068
91,033,123
176,558,814
31. OTHER OPERATING REVENUE
Other operating revenue for the years ended 31 December 2003 and 2002 is made up as follows:
Key income
Gains obtained on the sale of companies (Notes 6):
Sierra BV
Ascendente
SPEL
Praedium DI
Other
Gains obtained on the sale of properties (Notes 7 and 8)
Gains obtained on the sale of other assets
Other
03.12.31
02.12.31
12,558,878
–
92,798,282
21,121,408
2,359,387
–
545,484
–
–
10,862,953
5,993,778
–
–
–
–
3,048,795
–
372,988
2,531,595
9,175,493
140,246,392
21,122,649
32. OTHER OPERATING EXPENSES
Other operating expenses for the years ended 31 December 2003 and 2002 are made up as follows:
Real estate tax
Amortisation and impairment losses of goodwill (Note 9)
Indemnities paid to tenants
Foreign currency exchange losses
Impairment losses (Note 7)
Impairment losses on “fit-out” contracts (Note 10)
Other
03.12.31
02.12.31
4,418,388
3,960,850
1,939,094
1,360,706
2,969,609
4,968,297
6,875,931
3,129,282
10,456,811
1,071,917
–
–
–
5,920,014
26,492,875
20,578,024
03.12.31
02.12.31
43,275,111
1,828,946
135,164
907,843
1,336,810
34,269,769
–
–
7,798,134
3,070,642
47,483,874
(31,499,347)
45,138,545
(29,887,846)
15,984,527
15,250,699
12,721,619
2,251,753
–
–
137,083
874,072
11,767,947
–
4,385
2,408,981
84,088
985,298
15,984,527
15,250,699
33. NET FINANCIA L RESULTS
Net financial results are made up as follows:
Expenses:
Interest expense
Transfers from equity relating to hedging financial instruments (Note 19)
Losses in associated companies
Foreign currency exchange losses
Other
Net financial expenses
Income:
Interest income
Interest income on the sale of 49.9% of the share capital Sierra BV (Note 6)
Gains on investments in associated companies
Dividends received
Foreign currency exchange gains
Other
42 / 43
SONAE IMOBILIÁRIA
34. RELATED PARTIES
The Group just identified as related parties its shareholders.
The transactions with these entities relates only to loans
granted or obtained and distribution of dividends.
Furthermore, Sonae Imobiliária has the right to make a proposal
for the acquisition of the asset or the shares in stake before the
same are offered for purchase to a third party.
The Group believes that the direct sale of the asset is not an
attractive solution for this kind of operations as it is subject
to certain encumbrances that are inexistent in the sale of the
shares of the company that owns the asset.
35. COMPROMISES NOT REFLECTED IN THE BA LANCE SHEET
Following the sale of 49.9% of the share capital of Sierra
Holdings BV to a group of Investors, Sonae Imobiliária has
agreed to revise the sale price of such shares if certain
of the shopping malls are sold by any of the participated
companies of Sierra Holdings BV. The price revision can occur
whether with a sale of the asset (investment property in the
case) or with a sale of the shares of the company that is
directly or indirectly the owner of such asset. The price revision
shall occur if the sale will be lower than the Market Value or
Net Asset Value of the shares of the company that owns the
asset (“price difference”).
In that case, the price revision will correspond to the maximum
potential income tax on the profit that would arise if, instead of
the sale of the shares of company that owns the asset to Sierra
Holdings BV, the sale of the asset had occurred.
36. SEGMENT INFORMATION
In 2003 and 2002 the following business segments were
identified:
– Investment in Shopping Centres;
– Management of Shopping Centres;
The remaining Group activities and administrative services are
classified as unallocated.
In 2003 and 2002 the following geographical segments
were identified:
– Europe
– Brazil
The price revision shall be computed considering the Investors’
ownership percentage of the asset and is limited to:
The intra-segment transactions in 2003 and 2002 were
eliminated in the consolidation process.
(i) in the case of the asset sale, to a maximum amount
of 119,341 thousands Euro;
The significant information relating to the business and
geographical segments at 31 December 2003 and 2002
is presented in an appendix.
(ii) in the case of a sale of shares of the company that
directly or indirectly owns the asset, to a maximum
amount of 59,670 thousand Euro. The price revision
will only take place if the price difference will can
not be attributed to other reason than deferred
income taxes;
(iii) in either cases, the price revision cannot result in a new
price that is greater than the Market value or the Net Asset
Value, as applicable, of the transfer of the asset or of the
shares respectively.
37. NOTE ADDED FOR TRANSLATION
The accompanying financial statements are a translation
of financial statements originally issued in Portuguese in
accordance with generally accepted accounting principles
in Portugal, some of which may not conform with or be
required by generally accepted accounting principles
in other countries. In the event of discrepancies the
Portuguese language version prevails.
Information by Business Segments
Investment in
shopping centres
03.12.31
Management of
shopping centres
Residential
real estate
02.12.31
03.12.31
02.12.31
130,536,914
128,304,693
82,447,402
75,365,303
91,033,123
176,558,814
–
Unallocated
03.12.31
Total
03.12.31
02.12.31
02.12.31
03.12.31
02.12.31
–
5,516,596
–
–
–
5,516,596
–
406,413
3,878,336
6,512,450
216,862,652
210,588,859
–
–
–
–
–
91,033,123
176,558,814
39,608
118,707,958
3,986,653
140,246,392
21,122,649
5,962,617 122,586,294
10,499,103
448,142,167
413,786,918
–
–
–
–
5,962,617 122,586,294
10,499,103
448,142,167
413,786,918
(10,145,926)
288,234,719
259,855,751
Revenue:
Sales
–
Services rendered
Variation in fair value
of the investment
properties
Other operating income 18,245,727
13,752,226
3,292,707
3,344,162
–
18,245,727
318,615,733
85,740,109
78,709,465
–
–
–
–
–
–
Total revenue
239,815,764
318,615,733
85,740,109
78,709,465
–
Operating result
of the segment
196,109,843
271,097,228
2,414,362
(1,052,918)
–
Inter-segment revenue
–
(42,633)
89,710,514
Unallocated expenses
(30,553,492) (22,501,822)
Net interest expense
(945,855)
(7,386,024)
Other financial results
(7,658,852)
(80,501,458)
Minority interests
(40,408,993)
(5,074,085)
Net consolidated
profit for the year
208,667,527
144,392,362
Segment assets:
Investment
properties
1,582,305,537 1,498,889,202
Other assets
–
–
–
221,157,549
151,962,163
1,803,463,086 1,650,851,365
126,318,669
456,763,749
291,981,190
225,983,049
137,969,455
25,706,797
27,693,066
–
– 205,073,903
48,098
1,271,569
47,500
37,499
–
–
2,941,658
298,550
3,037,256
1,607,618 8
–
–
–
–
–
–
–
–
–
–
1,808,336,684 1,638,130,226
25,754,297
27,730,565
–
–
429,173,110
278,579,382
2,263,264,091 1,944,440,173
1,124,392,245 1,035,499,601
27,734,054
29,289,223
–
–
169,287,602
155,645,426
1,321,413,901 1,220,434,250
–
–
–
–
–
–
–
1,124,392,245 1,035,499,601
27,734,054
29,289,223
–
– 169,287,602
155,645,426
(5,553,344)
–
Investment in
associated companies
Unallocated assets
–
Segment liabilities:
Segment liabilities
Unallocated liabilities
–
–
–
1,321,413,901 1,220,434,250
Cash flows:
Cash flows from
operating activities
92,508,382
82,045,631
Cash flows from
investing activities
113,913,977
(146,375,616)
Cash flows from
financing activities
121,954,095
105,930,517
328,376,454
41,600,532
5,116
(217,937) (9,000,026)
10,725
(340,441)
(202,096) (14,893,811)
(16,458,209)
(4,365,111)
– (12,926,565) (71,121,597)
(35,431,254)
–
733,106
5,796,731 (144,246,594) (36,494,280)
– (6,396,728) (231,826,400) (76,290,645)
76,055,289
72,860,282
42,574,443 (203,733,461)
(22,281,774)
74,892,527
96,347,958
(55,980,652)
44 / 45
SONAE IMOBILIÁRIA
Information by Geographical Segments
Europe
Brazil
Total
03.12.31
02.12.31
03.12.31
02.12.31
03.12.31
02.12.31
Segment revenue
422,047,532
349,442,572
26,094,635
64,344,346
448,142,167
413,786,918
Segment assets
2,118,787,105
1,836,105,684
144,476,986
108,334,489
2,263,264,091
1,944,440,173
Consolidated statements of cash flows for the years ended
31 December 2003 and 2002 (Amounts stated in Euro)
2003
2002
Operating activities:
Received from customers
Paid to suppliers
Paid to personnel
213,996,074
194,236,441
(103,925,262)
(94,399,668)
(26,317,836)
(22,920,108)
Flows from operations
83,752,976
76,916,665
(Payments)/receipts of income tax
(15,407,332)
(10,093,738)
Other (payments)/receipts relating to operating activities
7,709,645
Flows from operating activities [1]
6,037,354
76,055,289
72,860,281
Investing activities:
Receipts relating to:
Investments
289,088,870
12,985,062
3,471,958
16,458,096
16,662,908
10,488,480
Dividends
–
746,976
Other
–
Interest income
309,223,736
584,107
41,262,721
Payments relating to:
Investments
(12,098,460)
(140,515,045)
(151,576,397)
(96,917,649)
Intangible fixed assets
Loans granted
Other
–
(9,719,263)
(102,623,488)
(350,948)
Flows from investing activities [2]
2,155,775
(266,649,293)
–
42,574,443
(244,996,182)
(203,733,461)
Financing activities:
Receipts relating to:
Loans obtained
Capital increase and share premiums
175,782,172
121,230,570
3,118,792
–
Sale of treasury stock
–
Other
–
–
178,900,964
35,351
121,265,921
Payments relating to:
Interest expenses
(40,276,288)
(35,730,968)
Dividends
(10,500,000)
(9,750,000)
Decrease of share capital - nominal value
(24,880,140)
Decrease of share capital - discounts and premiums
Other
–
(125,148,600)
(377,710)
Flow from financing activities [3]
Variation in cash and cash equivalents [4]=[1]+[2]+[3]
Effect of exchange differences
–
(201,182,738)
(892,426)
(46,373,394)
(22,281,774)
74,892,527
96,347,958
(55,980,653)
329,762
(3,633,670)
Effects of changes in the perimeter:
Change in the consolidation method
(460,968)
Acquisition/sale of companies
(685,515)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
2,322
(1,146,483)
5,937,895
5,940,217
89,730,862
143,404,968
185,262,099
89,730,862
The accompanying notes form an integral part of these consolidated statements of cash flows.
46 / 47
SONAE IMOBILIÁRIA
Sonae Imobiliária
Statutory auditors’ report
and audit report
2003
INTRODUCTION
1.
about whether the consolidated financial statements are free of
material misstatement. Such an examination includes verifying,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements and assessing the
estimates, based on judgements and criteria defined by the
Company’s Board of Directors, used in their preparation. Such
an examination also includes: verification of the consolidation
procedures used and application of the equity method, as well as
verifying that the financial statements of the companies included
in the consolidation have been appropriately examined;
assessing the adequacy of the accounting principles used
and their uniform application and disclosure, taking into
consideration the circumstances; the applicability of the going
concern concept; the adequacy of the overall presentation of the
consolidated financial statements; and assessment that, in all
material respects, the financial information is complete, true,
up-to-date, objective and licit. Our examination also included
verifying that the information included in the consolidated
Management Report is consistent with the other consolidated
documents of account. We believe that our examination provides
a reasonable basis for expressing our opinion.
1. In compliance with the applicable legislation we hereby
present our Statutory Auditors’ Report and Audit Report on the
consolidated financial information contained in the consolidated
Management Report and consolidated financial statements
for the year ended 31 December 2003 of Sonae Imobiliária,
S.G.P.S., S.A. (“the Company”), which comprise the consolidated
Balance Sheet as of 31 December 2003, that reflects total
of 2,263,264,091 Euros and shareholders’ equity of
747,220,229 Euros, including a net profit of 208,667,527 Euros,
the consolidated Statement of Profit and Loss by nature, the
consolidated Statement of Cash Flows and the consolidated
Statement of Changes in Equity for the year then ended and
the corresponding Notes.
RESPONSIBILITIES
2.
3.
2. The Company’s Board of Directors is responsible for: (i) the
preparation of consolidated financial statements that present
a true and fair view of the financial position of the companies
included in the consolidation, the consolidated result of their
operations and their consolidated cash flows; (ii) the preparation
of historical financial information in accordance with generally
accepted accounting principles and that is complete, true, up-todate, objective and licit, as required by the Securities Market
Code; (iii) adopting adequate accounting policies and criteria
and the maintenance of appropriate internal control systems;
(iv) informing any significant facts that have influenced the
operations, financial position or results of operations of the
companies included in the consolidation.
3. Our responsibility is to examine the financial information
contained in the documents of account referred to above,
including the verification that, in all material respects, the
information is complete, true, up-to-date, objective and licit,
as required by the Securities Market Code, and issuing a
professional and independent report based on our work.
OPINION
5.
In our opinion, the consolidated financial statements referred
to in paragraph 1 above, present fairly, in all material respects,
the consolidated financial position of Sonae Imobiliária, S.G.P.S.,
S.A. as of 31 December 2003 and the consolidated results
of their operations and their consolidated cash flows for the
year then ended, in conformity with the International Financial
Reporting Standards, issued by the International Accounting
Standards Board, in force as of 31 December 2003 and the
information contained therein is, in terms of the definitions
included in the technical standards and review recommendations
referred to in paragraph 4 above, complete, true, up-to-date,
objective and licit.
Oporto, 12 March 2004
SCOPE
4.
Our examination was performed in accordance with the Technical
Standards issued by the Portuguese Institute of Statutory
Auditors, which require that the examination be planned and
performed with the objective of obtaining reasonable assurance
Magalhãs, Neves & Associados, SROC S.A.
Represented by Jorge Manuel Araújo de Beja Neves
48 / 49
SONAE IMOBILIÁRIA
Sonae Imobiliária
Report and opinion of the
statutory board of
auditors consolidated
accounts
2003
TO THE SHAREHOLDERS OF
SONA E IMOBILIÁRIA, S.G.P.S., S.A .
In compliance with the applicable legislation and our mandate
we hereby submit our Report and Opinion which covers our
work and the documents of presentation of the consolidated
annual accounts of Sonae Imobiliária, S.G.P.S., S.A. (“Sonae
Imobiliária”) and Subsidiaries (“Group”) for the year ended
31 December 2003, which are the responsibility of the Sonae
Imobiliária’s Board of Directors.
Considering the above, in our opinion, and although the matter
described in paragraph 6 of the statutory Auditors’ Report and
Audit Report, the consolidated financial statements referred
to above and the consolidated Directors’ Report, as well the
proposal therein, are in accordance with accounting, legal
and statutory requirements and so can be approved by the
Shareholders’ General Meeting.
We accompanied the operations of Sonae Imobiliária and that
of its principal participated companies, the writing up of their
accounting records and their compliance with statutory and
legal requirements, having obtained, from the Board of Directors
and personnel of Sonae Imobiliária and from the Statutory
Bodies and personnel of its principal participated companies,
all the information and explanations required.
We wish to thank the Board of Directors of Sonae Imobiliária
and the personnel of the companies of the Group for the
assistance provided to us.
In performing our work, we examined the consolidated balance
sheet as of 31 December 2003, the consolidated statement of
profit and loss by nature, the consolidated statement of cash
flows and the statement of changes in equity for the year then
ended and the related notes, which were prepared based on
the accounting records of the companies included in the
consolidation, maintained in accordance with generally accepted
accounting principles in Portugal, adjusted, in the consolidation
process, to the International Financial Reporting Standards
(“IFRS”) issued by the International Accounting Standards Board
(“IASB”) in force as of 31 December 2003. We also analysed
the consolidated Directors’ Report prepared by the Board of
Directors. In addition, we analysed the consolidated Statutory
Auditors’ Report and Audit Report, prepared by the Statutory
Auditor, president of this Board, with which we agree.
Magalhãs, Neves & Associados, SROC S.A.
Represented by Jorge Manuel Araújo de Beja Neves
President
Oporto, 12 March 2004
Teresa Alexandra Martins Tavares
Member
Benoit François Pierre Prat-Stanford
Member
50 / 51
SONAE IMOBILIÁRIA
Sonae Imobiliária
Real Estate Assets
Valuation
2003
The Directors,
Sonae Imobiliária S.G.P.S. S.A.
Lugar do Espido,
Via Norte,
4471 Maia Codex,
Portugal
Lisbon, 27th February 2004
Dear Sirs,
Property valuation as at 31st December 2003
Sonae Imobiliária S.G.P.S. S.A. (“the company”)
In accordance with your instructions, we have pleasure in reporting
to you as follows:
2.2
With respect to those properties in the Course of Development
as set out in Appendix 1, it should be noted that the valuation
has been prepared on the basis of the Market Value of the land
and buildings in their existing state at the date of valuation.
In assessing the Market Value of the properties in the Course
of Development we have therefore assumed that the existing
contractual arrangements of the ongoing construction continue
uninterrupted and would be assignable to a third party. The
valuation of such properties has been prepared on the basis of
the details of the cost of works incurred to the date of valuation
and the estimated costs to complete as supplied by the
Company, as well as having regard to any contracted lettings or
sales and the current project timetable. In addition, allowance
has been made for financing outstanding development costs
until completion of the project and for an assumed profit given
the risk to be taken by a purchaser of the development in its
existing state.
2.3
The values reported relate to the entire property in each instance
and no adjustment is made to reflect a shared ownership. It
should be noted that in a number of cases, the Company does
not own 100% of the property and it is possible that a part stake
in any of the properties may not realise a value which is strictly
pro-rata to the value of the entire property.
1. SCOPE OF INSTRUCTIONS
1.1
We have considered those properties as set out in
Appendix 1 which we understand are held by the Company
or its subsidiaries.
1.2
We are instructed to prepare this valuation for a management
review of the Company’s property values at the end of 2003.
It should be noted that Cushman & Wakefield Healey & Baker
have in the past undertaken valuations of properties. This
valuation has been prepared on the basis of information
relating to the properties received from the Company.
1.3
The valuation of all the properties has been prepared in
accordance with the Practice Statements contained in the
RICS Appraisal and Valuation Manual published by The Royal
Institution of Chartered Surveyors (“The Red Book”), subject
to our comments in Section 3.0 below. The valuations of the
properties in Brazil (property nºs 23 - 28 and 46 - 48) also
comply with the Code of Practice of the ABNT (Brazilian
Association for Technical Standards) code number-NBR-5676/90.
The valuation has been prepared by Valuers who conform to the
requirements as set out in the RICS Appraisal and Valuation
Manual, acting in the capacity of external valuers.
3. SPECIA L AS SUMPTIONS
3.1
In the preparation of this valuation the Company has specifically
instructed Cushman & Wakefield Healey & Baker to make a
number of Special Assumptions. Contrary to the requirements
of the Red Book, the Company has instructed us not to prepare
an additional valuation of the properties on the basis of Market
Value without the Special Assumptions described below. The
Special Assumptions are as follows:
3.2
Concerning Torre Ociente and Torres Oriente (Property nºs 42
& 43), we are aware that the Company awaits the re-issue
of the Construction Licence, which is legally required before
construction may commence. We understand that the Local
Authority has so far withheld consent. We have made the Special
Assumption that the Construction Licence is forthcoming on a
reasonable timescale and without any financial penalty.
2. BASIS OF VA LUATION
2.1
As instructed and in accordance with the requirements of the
RICS Appraisal and Valuation Manual, the valuation has been
prepared on the basis of Market Value as defined in the RICS
Appraisal and Valuation Manual as:
MARKET VALUE
“The estimated amount for which an asset should exchange on
the date of valuation between a willing buyer and a willing seller
in an arm’s-length transaction after proper marketing wherein the
parties had each acted knowledgeably, prudently and without
compulsion.”
52 / 53
SONAE IMOBILIÁRIA
3.3
3.4
Concerning Aegean Park (Property n° 45), we understand that
there remains an outstanding purchase payment of u 4,600,000.
It should be noted that our valuation does not take account of
this outstanding payment. Furthermore, we have assumed that
planning permission for construction of a shopping centre is
forthcoming.
It should be noted that the valuation prepared subject to this
Special Assumptions may differ materially from the Market Value
and as such it is imperative that the values expressed within this
valuation certificate, when published or disclosed to any third
party, are supported by the full explanatory notes setting out all
the assumptions utilised. Such publication or disclosure will not
be permitted unless, where relevant, it incorporates the Special
Assumptions referred to herein.
tenants. Accordingly due provision has been made within our
valuation for such non-recoverable costs.
4.5
It should be noted that the properties that are held as
investments in Brazil (Property nºs 26 - 31) are leased on a
variety of lease terms to multiple tenants. In particular the lease
terms vary in relation to the non-recoverable out-goings and
we have therefore estimated the operational costs of each
property based on the information provided in relation to their
track record.
4.6
The interest held in properties held as investments in Brazil
(Property nºs 26 - 31) is in the form of shares in a “Proindiviso
Condominio”. This form of condominium is the standard form of
ownership of shopping centres in Brazil and signifies that the
condominium owners jointly own the freehold of the whole
property. The interests in the ownership may be traded, but the
property itself remains indivisible, no shareholder having any
individual claim on any part.
4. TENURE AND TENANCIES
4.1
We have not had access to the Title Deeds of the properties and
our valuation has been based on various reports on title and
information which the Company’s Portuguese legal advisers,
Carlos Osório de Castro, Eduardo Verde Pinho e J.J. Vieira Peres Sociedade de Advogados, have supplied to us as to tenure and
statutory notices. It should be noted, however, that we have
received reports on title only in relation to selected properties.
Where we have not been supplied with such reports we have
relied upon information supplied by the Company. For those
properties previously valued by us no additional legal information
has been supplied by the legal adviser for the purposes of this
revaluation as at 31st December 2003. For those properties not
previously valued we have been instructed to rely on such new
information as has been supplied by the Company.
4.2
With respect to properties currently let, we have had access to
sample utilisation contracts and have reviewed those utilisation
contracts pertaining to the anchor tenants.
4.3
Unless disclosed to us to the contrary and recorded within this
Valuation Certificate, our valuation is on the basis that:
a) each property possesses a good and marketable title, free
from any unusually onerous restrictions, covenants or other
encumbrances;
b) in respect of leasehold properties where we have not reviewed
the lease there are no unreasonable or unusual clauses which
would affect value and no unusual restrictions or conditions
governing the assignment or disposal of the interest;
c) in respect of utilisation contracts and leases subject to
impending or outstanding rent reviews and renewals, we have
assumed that all notices have been served validly and within
the appropriate time limits; and
5. TOWN PLANNING
5.1
We have not made formal searches, but have generally relied on
information supplied by the Company together with any verbal
enquiries and any informal information received from the Local
Planning Authority.
5.2
In the absence of information to the contrary our valuation is on
the basis that the properties are not affected by any proposals
for road widening or compulsory purchase.
5.3
Our valuation is on the basis that each property has been erected
either prior to planning control or in accordance with a valid
planning permission and is being occupied and utilised without
any breach of the same.
5.4
With respect to those properties in the Course of Development,
our valuation is on the basis that each property is being
constructed in accordance with both a valid planning permission
and a valid building permission for construction.
5.5
With respect to the properties Held for Development, our
valuation is on the basis that each property will be constructed
in accordance with both a valid planning permission and a valid
building permission for construction.
6. STRUCTURE
6.1
We have neither carried out a structural survey of any property,
nor tested any services or other plant or machinery. We are
therefore unable to give any opinion on the condition of the
structure and services. However, our valuation takes into account
any information supplied to us and any defects noted during our
inspection. Otherwise, our valuation is on the basis that there are
no latent defects, wants of repair or other matters which would
materially affect our valuation.
6.2
We have not inspected those parts of any property which are
covered, unexposed or inaccessible and our valuation is on the
basis that they are in good repair and condition.
d) vacant possession can be given of all accommodation which
is unlet, or occupied either by the Company or by its
employees on service occupancies.
4.4
It should be noted that the utilisation contracts for the shopping
centres do not provide for the full recovery of all repairing and
insuring costs incurred in the operation of the property from the
6.3
6.4
We have not investigated the presence or absence of High
Alumina Cement, Calcium Chloride, Asbestos and other
deleterious materials. In the absence of information to the
contrary, our valuation is on the basis that no hazardous
or suspect materials and techniques have been used in the
construction of any property. You may wish to arrange for
investigations to be carried out to verify this.
9. INSPECTIONS
9.1
We have inspected the properties internally and externally from
ground level during the months of June and July 2003.
9.2
As agreed, in analysing the prevailing rental levels and in
assessing our views on the Open Market Value for the completed
shopping centres, we have substantially relied upon the floor
areas supplied to us by the Company. However, we have taken
check measurements of a representative sample of lettable units
and those figures compare with those supplied to us to a range
of approximately +/- 3%. The presumption is therefore that it is
reasonable to assume that the remaining figures supplied to us
by the Company are equally accurate but we are unable to
warrant to this effect.
For those properties in the Course of Development or Held for
Development we have assumed that all buildings will be
constructed with good workmanship, using good materials and
that, upon completion, a structural survey would not reveal any
defects to any part of the property. Our valuation is made on the
assumption that the buildings will be constructed using materials
which will meet the current requirements of occupiers and
investors in the marketplace. This comment is made from a
commercial perspective rather than a technical one and therefore
does not take into account the adequacy of engineering and
structural design matters.
In accordance with local practice the floor areas are calculated
on the basis of the lettable retail area of the unit, including all
external walls and to the centre line of any party walls. Toilets
used exclusively by an occupier are also included. We would
specifically highlight that this is not in accordance with the
Code of Measuring Practice prepared by The Royal Institution of
Chartered Surveyors but that it does follow established market
practice in the respective countries. Both the areas and any
reference to the age of buildings in this valuation are
approximate.
7. SITE AND CONTAMINATION
7.1
7.2
We have not investigated ground conditions/stability and
our valuation is on the basis that all buildings have been
constructed having appropriate regard to existing ground
conditions. In respect of the properties with development
potential, our valuation is on the basis that there are no adverse
ground conditions which would affect building costs and where
you have supplied us with a building cost estimate, we have
relied on it being based on full information regarding existing
ground conditions.
We have not carried out any investigations or tests, nor been
supplied with any information from you or from any relevant
expert that determines the presence or otherwise of pollution
or contaminative substances in any property or any other land
(including any ground water). Accordingly, our valuation has
been prepared on the basis that there are no such matters
that would materially affect our valuation. Should this basis
be unacceptable to you or should you wish to verify that this
basis is correct, you should have appropriate investigations
made and refer the results to us so that we can review our
valuation.
8. PLANT AND MACHINERY
8.1
8.2
8.3
In respect of the freehold properties, usual landlord’s fixtures
such as lifts, escalators and air conditioning have been treated
as an integral part of the building and are included within the
asset valued. In the case of the leasehold properties, unless
advised to the contrary, these items have been treated as
belonging to the landlord upon reversion of the lease.
With respect to the following properties: Centro Colombo
(Property nº4), MaiaShopping (Property nº15) and NorteShopping
(Property nº16) we have assessed and included within the value
reported income producing co-generation plant.
Process related plant/machinery and tenants’ fixtures/trade
fittings have been excluded from our valuation.
9.3
With respect to the properties in the Course of Development
we have assumed the existing project areas as supplied by
the Company and originating from the appropriate planning
permissions and current development plans. With respect to
those properties Held for Development we have assumed the
site areas supplied by the Company.
10. GENERA L PRINCIPLES
10.1 Our valuation is based on the information which either the
Company has supplied to us or which we have obtained from our
enquiries. We have relied on this being correct and complete and
on there being no undisclosed matters which would affect our
valuation.
10.2 In respect of tenants’ covenants, whilst we have taken into
account information of which we are aware, we have not received
a formal report on the financial status of the tenants. We have
had regard to any information supplied by the Company’s
property management division regarding the current status of
the relevant income for each property. Our valuation is on the
basis that this is correct. You may wish to obtain further
information to verify this.
10.3 Our valuation has been prepared on the basis of the local
currency relevant to the country in which the properties are
situated, namely the Euro (u ) and Brazilian Real (R$).
10.4 We have converted the values of the properties in Brazil to Euros,
using the exchange rate provided by the Banco de Portugal as at
31st December 2003 of (R$1 = u 0,27288). All values that have
been converted are rounded to the nearest whole digit. We have
made no allowance for any benefits or burdens that may flow
from exchange rate fluctuations.
54 / 55
SONAE IMOBILIÁRIA
10.5 No allowances have been made for any expenses of realisation
or any taxation liability arising from a sale or development of
any property.
10.6 No account has been taken of any leases granted between
subsidiaries of the Company, and no allowance has been made
for the existence of a mortgage, or similar financial encumbrance
on or over any property.
10.7 Our valuation is exclusive of IVA (VAT) or any other taxes of
a similar nature.
10.8 A purchaser of the properties is likely to obtain further advice
or verification relating to certain matters referred to above
before proceeding with a purchase. You should therefore note
the conditions on which this valuation has been prepared.
The valuation of the properties has been undertaken by
Mr. Eric van Leuven FRICS and Mr. Martin Trodden MRICS of
Cushman & Wakefield Healey & Baker along with respective
local valuers within the Cushman & Wakefield network where
appropriate.
10.9 Where grants have been received, no allowance has been made
11. VA LUATION
11.1 Subject to the foregoing, and based on values current as at
31st December 2003 we are of the opinion that the Market Value
of the freehold and leasehold interests in the properties as set
out in Appendix 1 is the total sum of u 3,214,962,503 (Three
thousand, two hundred and fourteen million, nine hundred and
sixty-two thousand, five hundred and three euros).
11.2 We set out the value ascribed to each property in Euros in
Appendix 1, and the individual property schedules in Appendix 2.
It should be noted that our total valuation comprises the
aggregate of the Market Value attributable to each individual
property. We have not valued the portfolio as a whole in the
context of a sale as a single lot.
The contents of this Valuation Certificate are intended to be
confidential to the addressees. Consequently, and in accordance
with current practice, no responsibility is accepted to any other
party in respect of the whole or any part of its contents. We
note that this report will be reproduced in its entirety in the
Company’s annual report and we hereby give our permission
for this. Such permission is not intended to extend our liability.
in our valuation for any requirement to repay the grant in the
event of a sale of any property.
Yours faithfully,
10.10 Our valuation does not make allowance either for the cost of
transferring sale proceeds outside of the respective country
or for any restrictions on doing so.
10.11 Our valuation is subject to a number of Special Assumptions,
referred in Paragraph 3 herein.
CUSHMAN & WAKEFIELD HEALEY & BAKER
Sonae Imobiliária, SGPS, SA
Valuation as at 31 December 2003
Appendix 1
A
PROPERTIES HELD AS INVESTMENTS
(i)
Portugal
1.
AlgarveShopping
Net initial
yield
7.48%
10 year
discount rate*
10.25%
10 year
cap rate
Freehold (OMV)
(u)
7.75%
86,319,000
Fit out Reimbursement
1,199,000
2.
Arrábida Shopping
7.24%
10.00%
7.50%
126,472,000
3.
CascaiShopping
7.00%
9.75%
7.00%
256,910,000
4.
Centro Colombo
6.88%
9.50%
6.75%
567,746,000
Torre Oriente (existing)
6,572,000
Torre Ocidente (existing)
6,167,000
5.
Centro Vasco da Gama
6.60%
9.50%
6.75%
208,121,000
6.
ClérigoShopping (1)
N/a
N/a
N/a
581,000
7.
Coimbra Retail Park
6.02%
11.00%
8.00%
15,781,000
8.
CoimbraShopping
8.44%
10.50%
8.00%
32,949,000
9.
Estação Viana
7.11%
10.50%
8.00%
58,884,000
7.30%
10.00%
7.50%
126,242,000
10.
GaiaShopping
1,964,000
746,000
11.
Gare do Oriente(1)
N/a
N/a
N/a
971,000
12.
GuimarãeShopping
7.81%
10.25%
7.85%
36,031,000
13.
Grandella(1)
N/a
N/a
N/a
4,566,000
14.
MadeiraShopping
7.73%
10.75%
8.15%
69,317,000
15.
MaiaShopping
7.87%
10.50%
7.85%
52,137,000
16.
NorteShopping
6.66%
9.50%
6.75%
295,552,000
17.
Parque Atlântico
7.54%
10.75%
8.50%
49,768,000
N/a
N/a
N/a
29,700,000
7.79%
10.25%
7.75%
68,190,000
942,000
18.
Sintra Retail Park
19.
ViaCatarina Shopping
(ii)
Spain
20.
Parque Principado
6.90%
9.75%
6.75%
128,000,000
Plaza Mayor, Málaga
6.95%
10.95%
7.50%
74,878,000
21.
3,122,000
22.
CC La Farga, Hospitalet, Barcelona(2)
7.51%
11.00%
8.00%
45,500,000
23.
CC Kareaga Max Centre & Ocio, Bilbao
6.90%
9.75%
6.85%
129,500,000
24.
CC Valle Real, Santander
7.09%
9.75%
6.85%
68,600,000
25.
CC Grancasa, Zaragoza
6.66%
9.50%
6.50%
131,500,000
(iii)
Brazil
26.
Parque D. Pedro
13.50%
11.00%
105,789,845
27.
Pátio Brasil
13.00%
11.00%
36,307.230
28.
Franca Shopping
15.00%
13.00%
4,700,630
29.
Metrópole Shopping
13.00%
11.00%
25,933,424
30.
Penha Shopping
16.00%
13.00%
11,683,084
31.
Tivoli Shopping
14.00%
12.00%
10,954,222
56 / 57
SONAE IMOBILIÁRIA
Freehold
(u)
B
Properties in the course of development
(i)
Portugal
32.
LoureShopping
(ii)
Spain
33.
Avenida M40, Leganes
34.
Dos Mares
23,790,000
35.
Luz del Tajo
31,278,000
36.
Plaza Eboli
16,078,000
37.
Zubiarte
61,892,000
38.
Málaga Shopping
(iii)
Greece
1.
Pylea
(iv)
Brazil
1.
Boavista
C
Properties held for development
11,241,000
71,167,000
6,504,000
11,934,000
13,340,285
Freehold
(u)
(i)
Portugal
41.
Arrábida Shopping – expansion
42.
Parque Famalicão
4,175,000
43.
Torre Oriente (future development rights)
4,245,000
44.
Torre Ocidente (future development rights)
4,245,000
(ii)
Germany
45.
Alexander Platz
(iii)
Greece
46.
Aegean Park
(iv)
Italy
47.
Brescia
(v)
Brazil
48.
Parque D. Pedro – expansion
17,537,998
49.
Penha Shopping – expansion
5,137,785
* Compounded Monthly
1
Held Leasehold
2
Held by Surface Right Agreement
411,000
9,755,000
36,297,000
5,639,000
Sonae Imobiliária, SGPS, SA
Property valuation as at 31 December 2003
Appendix 2
A (I): PROPERTIES HELD AS INVESTMENTS – PORTUGA L
Ref
Property
Description
Tenure
1.
AlgarveShopping
Guia
Algarve,
Portugal
Two-storey shopping centre with open malls,
features a total GLA of 42,350m2. A hypermarket
unit of 15,490m2 has been sold to owner-occupier
Continente. (NB. The aforementioned unit is
excluded from this valuation.) The cinema
(2,720m2) is operated by Socorama-Castello Lopes
and the centre has also 9,590m2 of anchor units,
including Worten (1,605m2), Sportzone (715m2),
Zara (2,025m2), amongst others. In addition, there
are 93 unit shops providing 10,690m2 GLA and 30
restaurant and catering units providing 3,860m2
GLA. There is an additional 964m2 of storage area.
Freehold
The property is
owned by
AlgarveShopping
(100% held by the
SIERRA Fund –
50.1% held by
Sonae Imobiliária).
Arrábida Shopping A three-storey shopping centre with two basement
Vila Nova de Gaia, car parking levels, providing 56,370m2 GLA and
Portugal
3,456 car spaces. Within the centre, the
hypermarket unit of 23,500m2 has been sold to
owner-occupier Auchan and a restaurant unit of
975m2 has been sold to owner-occupier Flunch.
(NB. Both the aforementioned units are excluded
from the valuation.) The remaining shopping
centre totals 31,895m2 GLA, of which 7,500m2 is
occupied by an AMC cinema, and 24,395m2
consists of 170 retail and catering units, including
the following anchors: Fabio Lucci (1,540m2 ),
Giaco Sports (1,530m2 ), Tribo (700m2), Bershka
(440m2), Stradivarius (350m2), MacModa (770m2)
and Worten (1,190m2) amongst others. 270m2 of
storage area is also let to occupiers.
Anchor units let on
utilisation contracts
of 10 to 15 years from
2001. Cinemas let on 15year utilisation contract
from 2001.
Market value
(u)
6,457,311
86,319,000
Fit out
reimbursement
1,199,000
Unit shops let on 6-year
expiring 2007.
Fit out reimbursement
paid by cinemas
until 2016.
AlgarveShopping opened in April 2001.
2.
Terms of
existing tenancies
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Freehold
The property is
owned by Capital
Plus.
(50% held by the
SIERRA Fund –
50.1% held by
Anchor units let on
utilisation contracts of
varying lengths expiring
between 2004 and 2021.
The cinema is held on a
utilisation contract
expiring 2021.
9,160,813
126,472,000
17,972,558
256,910,000
expiring generally 2008.
Arrábida Shopping opened in October 1996.
3.
CascaiShopping
Alcabideche
Cascais,
Portugal
CascaiShopping provides 72,230m2 GLA following
the recent completion of Expansion Phase 2B with
4,269 car parking spaces. The main building of the
centre trades over two levels with the Sportzone
anchor on the second upper level accessed by
escalator from the first floor.
Freehold
The ground floor is anchored by a 22,000m2
Continente hypermarket (excluded from the
current valuation) and the other following units,
also owner occupied and excluded from the
valuation: C&A (3,730m2), Worten (2,000m2),
Conforama (7,250m2), Toys R Us (3,160m2),
McDonalds and two retail banks units.
(50% held by the
SIERRA Fund –
50.1% held by
The property is
owned by SM
Empreendimentos
Imobiliários.
Anchor stores let on
expiring May 2006.
generally expiring May
2009.
The remaining 33,230m2 includes anchors FNAC
(2,655m2), Zara (2,390m2) and a seven screen
Warner Lusomundo cinema (2,915m2) amongst
others. Expansion Phase 2B has added a net
6,800m2 which includes anchors Habitat
(1,035m2) and H&M (1,538m2).
CascaiShopping opened in May 1991. The final stage
of expansion was concluded in September 2003.
58 / 59
SONAE IMOBILIÁRIA
Ref
Property
Description
Tenure
4.
Centro Colombo
Lisbon,
Portugal
Centro Colombo is a three-storey shopping centre
with a total of 120,000m2 of GLA and 6,850 car
parking spaces in three basement levels. A
29,490m2 hypermarket unit is sold to Continente
and a 3,815m2 anchor unit to C&A. (NB. The
aforementioned units are excluded from our
valuation.)
Freehold
The remaining accommodation provides anchor
units for the following: AKI (2,640m2), Toys ‘R’ Us
(3,295m2), Worten (2,830m2), Sport Zone
(2,350m2), San Luis (1,830m2), Cortefiel
(1,210m2), Zara (1,795m2 and 1,370m2), Fnac
(3,755m2), Habitat (1,880m2), Vobis (915m2),
Tribo (1,080m2), MacModa (1,225m2), amongst
others. There is also an Autocentre (980m2), a
health club (2,480m2), 12,310m2 of commercial
leisure and a 10-screen Warner-Lusomundo cinema
(5,200m2). The unit shops number some 410 and
total 35,885m2, which includes 60 restaurant and
catering units providing 7,360m2. In addition to the
above, Centro Colombo has a co-generation plant
producing electricity that is sold to the
condominium and to EDP. We understand there is
potential for a Golf Driving Range on the roof of the
centre, the project for which extends to 3,665m2.
We are not aware of current plans to develop out
this project but it should be noted that this area is
included in the total GLA of the centre shown
above. There is also 2,894m2 of storage area.
The property is
owned by
Empreendimentos
Imobiliários Colombo
(50% held by the
SIERRA Fund – 50.1%
held by Sonae
Imobiliária).
Terms of
existing tenancies
Anchor stores let on 10 to
20-year utilisation
contracts expiring
between September 2006
and September 2016.
Mall units let generally on
six year utilisation
expiring 2009.
Torre Oriente is let to
Banco Comercial
Português on a lease
contract expiring in 2012.
There is 1,761m2 vacant at
1st floor level.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
Shopping
Centre
39,207,252
Shopping
Centre
567,746,000
Torre
Oriente
Offices
421,578
Torre
Oriente
Offices
6,572,000
Torre
Ocidente
Offices
344,951
Torre
Ocidente
Offices
6,167,000
Total
33,973,781
Total
580,485,000
Torre Ocidente is let to a
number of major
Portuguese banks
generally expiring 2007 to
2012.
There is 408m2 vacant at
ground level and 1,758m2
vacant at 1st floor.
We include the bases of Torre Oriente and Torre
Ocidente, office towers to be constructed above
the centre. The bases were constructed with the
shopping centre and include ground and first
floors, both with mezzanine levels. The ground
floor extends to 1,170m2 GLA and the first floor
extends to 1,760m2 and 1,760m2 respectively
including mezzanine. The ground floors are let to
retail banks and the first floors are currently in
shell condition and unlet. These office areas form
integral parts of the Colombo development but are
shown separately here for presentation purposes.
Centro Colombo opened in September 1997.
5.
Centro Vasco
da Gama
Parque das
Nações,
Lisbon,
Portugal
Shopping centre arranged over 4 levels, totalling
47,625m2 GLA with 2,559 car parking spaces.
Within the centre there is an 11,410m2
hypermarket area owned by Continente, a
2,660m2 anchor unit owned by C&A and a
4,410m2 anchor unit owned by Worten. (NB. The
aforementioned units are excluded from the
valuation of this property.) The cinemas
(3,830m2) are operated by Warner-Lusomundo.
Anchor units total 5,265m2 and include Sportzone
(1,535m2), Zara (2,055m2), Vobis (710m2),
amongst others. Furthermore, the centre provides
124 mall units totalling 15,235m2, plus 34
restaurant and catering units totalling 5,265m2.
The centre provides an additional 1,305m2 of
storage area.
Centro Vasco da Gama opened in April 1999.
Freehold
The property is
owned by Vasco
da Gama
(50% held by the
SIERRA Fund –
50.1% held by
Unit shops are let on 6
or 10-year utilisation
contracts generally
expiring in either 2005 or
2009. Anchor stores are let
on 6 to 15 year utilisation
contracts expiring between
2005 and 2014. The Warner
Lusomundo cinema and
McDonald’s restaurant are
let on 20-year utilisation
agreements expiring in
2019.
13,744,726
208,121,000
Ref
Property
Description
Tenure
6.
ClérigoShopping
Porto,
Portugal
Single storey open-air retail area of 1,425m2 GLA
situated above two storey public car park. The
centre currently has a significant vacancy but
is due to be remarketed in 2004.
Leasehold
ClérigoShopping originally opened in 1992.
7.
Coimbra
Retail Park
Eiras,
Coimbra,
Portugal
Coimbra Retail Park opened in the final quarter
of 2003 and is located 5 km from Coimbra city
centre next to Modelo supermarket. The main
access is the IC2 national road. The Retail Park has
a total GLA of 12,760 m2, anchored by DIY retailer
Mestre Maco (3,000 m2), and San Luis, electrical
retailer (1,375 m2). There are further 10 units and
two catering units. There is a total of 560 car
parking spaces.
Prediguarda (100%
held by Sonae
Imobiliária) has the
benefit of a 20-year
concession expiring
2012.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
44,916
581,000
949,712
15,781,000
Unit shops are let on 6
year utilisation contracts
generally expiring in either
2005. Anchor stores are let
on 6 year utilisation
contracts expiring 2005.
2,779,394
32,949,000
The cinema and Inditex
group are let on a 15-year
expiring 2018. Other units
are let on 6 year utilisation
contracts expiring 2009.
The cinema, supermarket
and Inditex Group tenants
pay fit out reimbursement
in addition to base rent.
4,151,472
58,884,000
Terms of
existing tenancies
Unit shops let on license
agreements generally
expiring in 2012.
Freehold
Tenancies: Anchor let
on 15-year utilisation
The property is
contracts expiring in 2018,
owned by Sóguia –
units held on 10 year
Sociedade Imobiliária, utilisation contracts,
S.A.
catering units held on 6
(50% held by Sonae
expiring 2009.
Imobiliária).
Tenancies: Anchor let on 15-year utilisation
contracts expiring in 2018, units held on 10 year
utilisation contracts, catering units held on 6 year
utilisation contracts expiring 2009.
8.
CoimbraShopping Two-storey shopping centre totalling 26,485m2
Coimbra,
GLA with 1,111 car parking spaces. Within the
Portugal
centre, a 20,000m2 hypermarket has been sold
to owner occupier Continente. (NB. The
aforementioned unit is excluded from the
valuation of this property.) The remaining
shopping centre totals 6,485m2 of which 760m2
is occupied by a Macmoda anchor store and
910m2 by a Worten anchor store. Besides the
two anchors, there are 66 catering and retail units
arranged around a two-storey mall, which account
for 4,815m2 GLA. The centre also has an additional
572m2 of storage space.
Freehold
The property is
owned by Omala.
(100% held by the
SIERRA Fund –
50.1% held by
CoimbraShopping opened in September 1993.
9.
Estação Viana
Shopping
Viana do Castelo,
Portugal
A new shopping centre which opened in the final
quarter of 2003 in Viana do Castelo. Estação Viana
is well located in the city centre, taking advantage
of pedestrian flow, next to the railway and bus
station. The centre is arranged over three levels
above ground with a total GLA of 18,515m2. The
scheme is anchored by a Modelo supermarket
(2,055m2), Zara (1,460m2), Sportzone (725m2),
Worten (855m2), Modalfa (400m2) and a 5 screen
Castello Lopes cinema (1,430m2). One anchor unit
of 1,180m2 remains vacant. The remaining
10,410m2 provides 16 catering units (1,395m2),
86 mall units (9,000m2) and one kiosk (15m2).
Freehold
The property is
owned by
CenterStation –
Imobiliária, S.A.
(50% held by Sonae
Imobiliária).
Fit out
reimbursement
1,964,000
The centre has 600 paying car parking spaces.
60 / 61
SONAE IMOBILIÁRIA
Ref
Property
10. GaiaShopping
Vila Nova da
Gaia,
Portugal
Description
Tenure
GaiaShopping totals 59,195 m2 GLA with 2,984 car
parking spaces and consists of two phases
constructed at different times. The first, originally
known as Galeria Comercial de Gaia opened in
1989 and includes 1,990 car parking spaces and
totals 32,890 m2 GLA.
Freehold
An area of 18,450 m2 has been sold to hypermarket
operator Continente and an anchor unit of 2,040 m2
is owner occupied by Worten. A standalone unit of
4,580 m2 has been sold to Toys ’R’ US. These units
are excluded from the valuation. The remaining
7,820 m2 consist of a further standalone unit
occupied by Autocenter (785 m2) a MaxMat DIY
anchor (2,165 m2), Sportzone anchor (1,225 m2)
and 3,645 m2 GLA divided between 41 mall units
and 2 kiosks.
The property is
owned by two
companies.
The first phase is
owned by Lisedi
The second phase is
owned by Teleporto.
(Both 50% held by
the SIERRA Fund –
50.1% held by Sonae
Imobiliária).
Terms of
existing tenancies
Anchor stores let on 5
to 20-year utilisation
contracts expiring
between October 2005
and October 2015.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
9,9263,821
126,242,000
Fit out
reimbursement
746,000
generally expiring
October 2007.
Fit out reimbursement
is payable by FNAC.
There is also an upper link mall that provides
direct access into the adjoining second phase.
The second phase provides an additional two
storey shopping centre totalling 26,305 m2 GLA
with a further 994 basement and roof car parking
spaces. Within the centre, a two storey anchor
unit of 3,380 m2 has been sold to owner occupier
C&A. (NB: The aforementioned unit is excluded
from the valuation of this property.) The remaining
GLA totals 22,925 m2 and is occupied by Zara
(1,985 m2), Cortefiel (930 m2), Macmoda (955 m2),
Tribo (880 m2), Sephora (570 m2), WarnerLusomundo nine screen cinema (3,290 m2) and
FNAC (2,510 m2) and 11,805 m_ consists of 109
retail and catering units. An additional 475 m2 of
storage space is let to occupiers.
The second phase of GaiaShopping opened in
October 1995, and refurbished in 2003. The FNAC
unit opened in the final quarter of 2003.
11. Gare do Oriente
Parque das
Nações,
Lisbon,
Portugal
3,795 m2 GLA of convenience retail and restaurant Leasehold
facilities within the Gare do Oriente railway station
adjoining the Centro Vasco da Gama shopping
The Gare do Oriente
centre.
retail and restaurant
facilities are held by
Gare do Oriente opened in 1998.
Paracentro (100%
held by Sonae
Imobiliária), on a
lease from G.I.L.
at a rent of 50% of
the rents received up
to u 78,241 and 85%
of rents receivable
over u 78,241 with
a minimum rent
payable of
u 680,202.84
per annum.
Unit shops let on 6 year
license agreements
generally expiring in May
2004
135,545
971,000
Ref
Property
Description
12. GuimarãeShopping Two-storey shopping centre totalling 26,865m2
Guimarães,
Portugal
centre, a 16,145m2 hypermarket area has been
sold to owner occupier Continente, an anchor unit
of 1,450m2 has been sold to owner occupier
Worten and a 6 screen cinema (1,940m2) is in
separate ownership and operated by Castello
Lopes cinemas which is located adjacent to the
scheme. (NB. The aforementioned units are
excluded from the valuation of this property.) The
remaining shopping centre area totals 7,330m2
GLA, with anchors MacModa (755m2) and Tribo
(750m2). The remaining 5,825m2 consists of 88
catering and retail units arranged around a twostorey mall and five retail units, totalling 360m2,
located within the adjoining bus station. 107m2 of
storage space is let to occupiers.
Tenure
Freehold
The property is
owned by
GuimarãeShopping.
(100% held by the
held by Sonae
Imobiliária).
Terms of
existing tenancies
Anchor stores let on 15year utilisation contracts
expiring February 2010.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
2,812,366
36,031,000
482,329
4,566,000
5,356,661
69,317,000
generally expiring February
2007.
GuimarãeShopping opened in February 1995.
13. Grandella
Lisboa,
Portugal
Four retail units situated within the Grandella
building in the Chiado area of Lisbon with a total
GLA of 5,905m2. Occupiers include H&M
(4,225m2) Perfumes & Companhia (855m2) and
Stradivarius (210m2). A restaurant unit of 615m2
remains vacant.
The property was originally developed in 1996.
14. MadeiraShopping
Funchal,
Madeira,
Portugal
Shopping centre with a total GLA of 26,585m2,
located on the island of Madeira, 10 minutes from
the centre of Funchal. The cinema (2,865m2) is
operated by Socorama-Castello Lopes and bowling
(1,175m2) by Microlândia. The centre also has
11,020m2 of anchor units, including Zara
(1,675m2), Modelo supermarket (4,210m2),
Maxmat (2,280m2), amongst others. In addition,
there are 76 unit shops, providing 8,370m2 GLA,
and 25 restaurant and catering units providing
3,155m2 GLA. The centre also provides 825of
storage area.
Leasehold
Head Lease held by
Datavenia, (100%
owned by Sonae
Imobiliária). A fifteen
year lease of the
former Printemps
department store
that commenced on
19th August 1996.
Upon termination of
the original lease, the
leaseholder has the
option to renew it for
successive one-year
terms. The minimum
rent payable to the
freeholder, MGAM, is
u 922,603 per
annum.
Freehold
The property is
owned by
MadeiraShopping
(50% held by the
held by Sonae
Imobiliária).
Utilisation agreements for
an initial term of six years,
generally expiring in 2005.
H&M held on 18-year
expiring 2021. Stradivarius
held on 9-year utilisation
contract expiring 2010 and
Perfumes & Companhia
held on 6-year utilisation
contract expiring 2005.
Anchor units let on
utilisation contracts of 6 to
15 years from 2001.
Cinemas let on 10-year
utilisation contract from
2001.
Unit stores let on 6-year
expiring 2007.
MadeiraShopping opened in March 2001.
62 / 63
SONAE IMOBILIÁRIA
Ref
Property
15. MaiaShopping
Ermesinde,
Maia,
Portugal
Description
Tenure
Two-storey shopping centre totalling 30,915m2
centre there is a 14,790m2 hypermarket owned by
Continente (NB. The aforementioned unit is
excluded from the valuation of this property). The
centre provides a 3,145m2 11 screen WarnerLusomundo cinema, three anchor units leased to
Worten (2,145m2), Sportzone (760m2) and
Autocenter (1,040m2) and approximately 105 unit
shops, restaurant food court and kiosks totalling
9,035m2. In addition to the above, MaiaShopping
has a co-generation plant producing electricity
that is sold to the condominium and to EDP. 103m2
of storage space is let to occupiers.
Freehold
The property is
owned by
MaiaShopping.
(100% held by the
held by Sonae
Imobiliária).
Terms of
existing tenancies
Cinema let on 20 year
expiring November 2017.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
4,066,805
52,137,000
19,535,643
295,552,000
49,768,000
Medium size anchor and
unit shops generally let on
6-year utilisation contracts
expiring 2009
MaiaShopping opened in November 1997.
16. NorteShopping
Matosinhos,
Porto,
Portugal
Two-storey regional shopping centre, totalling
71,905m2 GLA with 5,000 car parking spaces,
adjoining an existing Continente hypermarket and
two office buildings. The centre provides a
4,360m2 8 screen Warner-Lusomundo multiplex
cinema, Funcenter (1,780m2) and anchor units
totalling 20,745m2, including Toys ‘R’ Us
(3,280m2), Fnac (2,480m2), Zara (2,155m2),
Modelo-Bonjour supermarket (2,030m2), Habitat
(1,480m2), Macmoda (955m2), amongst others.
The centre also provides 204 unit shops
(21,850m2) and 37 restaurants (4,285m2). An
additional 1,270m2 of storage is let to occupiers.
Freehold
The property is held
by IMO-R.
Anchor stores let on 10-15
expiring in October 2008
and October 2013.
(50% held by the
held by Sonae
Imobiliária).
generally expiring in
October 2004.
Freehold
Anchor tenant cinemas
held on 15-years utilisation
contract expiring 2018,
Inditex Group brands held
on 15-year utilisation
contract, expiring 2018.
The cinema and Inditex
Group tenants pay fit out
reimbursement.
3,745,596
Retail units are let on 10 to
15 year utilisation
contracts expiring in 2010
onwards. Restaurants are
let on six-year utilisation
contracts expiring in 2006.
N/A
The centre adjoins a Continente Hypermarket and
various support retail units totalling 18,885m2.
These units and the Hypermarket are in separate
ownership and excluded from the valuation.
In addition to the above NorteShopping has a cogeneration plant producing electricity that is sold
to the condominium and to EDP.
NorteShopping opened in October 1998.
17.
Parque Atlântico
Ponta Delgada,
Azores,
Portugal
A shopping centre recently completed in Ponta
Delgada in the Azores archipelago. The centre has
a total GLA of 22,315m2. A Modelo Supermarket of
5,980m2 is excluded from valuation. The
remaining 16,335m2 includes a 4 screen Castello
Lopes cinema (1,150m2), Zara (1,680m2),
Sportzone (705m2), Worten (655m2) and MaxMat
(1,790m2), and 10,355m2 of mall and catering
units. The centre has 1,100 car parking spaces.
The property is
owned by Micaelense
Shopping –
Empreendimentos
Comerciais.
(50% held by Sonae
Imobiliária).
Fitout
reimbursement
942,000
Parque Atlântico opened in October 2003.
18. Sintra Retail Park Sintra Retail Park, the first retail park to be opened
Sintra,
in Portugal, consists of 12 retail units totalling
Portugal
17,600m2 GLA, ranging from 1,000m2 to 4,000m2,
5 restaurants (1,240m2), including a ‘drive-thru’
restaurant (610m2), and 650 car parking spaces.
The centre is anchored by Mestre Maco DIY
(3,930m2) and Radio Popular (Electricals)
(2,595m2).
Sintra Retail Park opened in November 2000. At
the date of valuation the entire property was
subject to a Promissory Sale Contract at the
Market Value indicated.
Freehold
The property is
owned by Sintra
Retail Park
(50% held by the
held by Sonae
Imobiliária).
29,700,000
Ref
Property
19. ViaCatarina
Rua de Santa
Catarina,
Porto,
Portugal
Description
Tenure
Four-storey shopping centre, totalling 11,610m2
GLA with 578 car parking spaces, situated within
six upper levels to the rear of the scheme. The
shopping centre area features the following
anchor stores: Modelo-Champion supermarket
(885m2), Zara (1,890m2), Mango (630m2),
Sportzone (550m2) and Worten (760m2). There
are a further 65 mall units totalling 4,585m2 GLA
and 26 restaurant and catering units providing a
further 2,310m2 GLA. An additional 199m2 of
storage area is let to occupiers. A H&M anchor unit
will replace Mango in 2004.
Freehold
The property is
owned by Viacatarina.
(50% held by the
held by Sonae
Imobiliária).
Terms of
existing tenancies
Anchor stores let on 15year utilisation contracts
expiring September 2011.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
5,310,667
68,190,000
8,924,550
128,000,000
4,990,477
74,878,000
generally expiring 2008.
ViaCatarina Shopping opened in September 1996.
A (II): PROPERTIES HELD AS INVESTMENTS – SPAIN
20. Parque
Principado
Oviedo,
Spain
A regional shopping centre with 76,840m2 GLA The Freehold
centre includes a 20,970m2 Eroski supermarket,
which has been sold and is excluded from the
The property is
valuation.
owned by WXI
Grupo Lar Parque
The centre is mainly arranged on one level but
Principado
the leisure element is arranged on two levels with
the restaurant and catering units and Family
(25% held by
Entertainment Centre (FEC) situated below the
main cinema area. Anchors include a Warner
multiplex cinema (8,055m2), Planet Bowling
(3,360m2), C&A (2,475m2), Cortefiel (1,220m2),
Zara (1,925), FNAC (2,695m2), Forum Sport
(4,015m2), Media Market (4,815m2), NorAuto
(1,040m2) and Los Telares (1,075m2). There are
5,000 car spaces located to the front of the
scheme at surface level.
Anchor stores are
generally let on utilisation
contracts agreements of
between 10 and 20 years
from 2001.
Unit stores are generally
contracts, expiring
April 2006.
Parque Principado opened in April 2001.
21.
Plaza Mayor
Malaga,
Spain
A leisure and entertainment centre, opened in
April 2002, totalling 33,325m2 GLA with 2,200 carparking spaces. The scheme is of an open-air
design and the facades of the different units
are used to replicate a typical Andalucian village.
The scheme is divided up into four distinct areas;
Plaza Brava, which consists mainly of bars and
is anchored by Big Fun Bowling (3,565m2) and the
soon to be opened Pacha nightclub (1,140m2),
Calle de la Redonda/Plaza del Azahar, which
consists of more traditional restaurants, Calle del
Zoco, which consists mainly of retail units and
which is anchored by a Solinca Gymnasium
(4,270m2) and a Nike Factory (1,015m2) and
finally Plaza Mayor, which consists of mainly fast
food restaurants and is anchored by a Yelmo 20
screen multiplex cinema (7,810m2) with 4,783
seats, FEC (3,565m2), Solinca Health Club
(4,270m2). In addition there are 51 restaurants
and 26 unit shops.
Freehold
The property is held
by Plaza Mayor –
Parque de Ocio S.A.
(100% held by the
SIERRA Fund –
50.1% held by
Anchor stores let on
utilisation contracts of
between 12 and 25 years
from 2002.
Fit out
reimbursement
3,122,000
Unit shops let on
of 6 years from 2002.
Plaza Mayor opened on 19 April 2002
64 / 65
SONAE IMOBILIÁRIA
Ref
Property
22. CC La Farga
Barcelona,
Spain
Description
Tenure
A neighbourhood shopping centre located in the
area of L’Hospitalet, on the outskirts of Barcelona.
The centre has a total GLA of 18,565m2,
comprising 128 units. There are no owner
occupied units in this centre.
Surface Right
Agreement for 75
years, expiring in
2067.
The centre is arranged on four levels, with the
main leisure element on the fourth floor. Anchors
include a Max Centre multiplex cinema (2,045m2),
Caprabo Supermarket (2,665m2), Intersport
(975m2), Los Telares (645) and Burger King
(280m2). There are 1,148 paid car parking spaces.
Terms of
existing tenancies
The scheme is currently
91.5% let.
The property is
owned by Hospitalet
Center SL
Anchor stores are
contracts of between 10
and 20 years, generally
expiring 2016 and 2021.
(25% held by the
SIERRA Fund –
50.1% held by
contracts, expiring at
various dates.
Freehold
The property is
owned by Iberian
Assets.
Anchor stores are
and 20 years will various
expiring dates.
(50% held by the
SIERRA Fund –
50.1% held by
contracts with various
expiring dates.
Freehold
The property is
owned by Iberian
Assets.
Anchor stores are
and 20 years expiring at
various dates.
(50% held by the
SIERRA Fund –
50.1% held by
contracts expiring at
various dates
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
3,418,784
45,500,000
8,931,764
129,500,000
4,866,499
68,600,000
La Farga opened in 1996.
23. CC Kareaga
Max Center
& Ocio
Bilbao,
Spain
A shopping and leisure centre located in the area of
Barakaldo, on the edge of the city of Bilbao. The
centre has a total GLA of 59,370m2 GLA. The Eroski
hypermarket (18,560m2), Bowling Sur (2,850m2)
and four mall units (815m2) have been sold to
respective owner-occupiers and are excluded from
this valuation. The remaining GLA is 37,145m2.
The main centre is arranged on two levels but the
leisure element is situated in a separate building
and is arranged on three levels. Both buildings
are joined via a bridge link at first floor level.
Anchors in both schemes include a multiscreen
cinema (6,270m2), H&M (2,355m2), Decathlon
(2,910m2), Zara (1,945m2), Cortefiel (820m2) and
McDonald’s (385m2). There is a combined total of
4,150 car spaces located at basement level and to
the front of the main scheme at surface level.
Max Center opened in 1994 without the leisure
extension, Max Ocio opened in July 2002.
24. CC Valle Real
Santander,
Spain
A shopping centre located in the city of Santander
with a total GLA of 47,740m2 GLA. Of this, an Eroski
hypermarket (15,950m2), Leroy Merlin (6,255m2)
and three mall units (350m2) have been sold to
respective owner occupiers and are not included
in this valuation. The ownership, subject of this
valuation, therefore totals 25,185m2.
The centre is arranged on two levels, with 2,500
car parking spaces. Anchors include an 8-screen
Cines Valle Real cinema (2,540m2), Forum Sport
(2,740m2), Zara (1,890m2), Gables (1,720m2), Los
Telares (1,020m2), Mango (930m2) and Cortefiel
(700m2).
Valle Real opened in 1994 with an extension to the
ground floor opening in 1999.
Ref
Property
25. CC Gran Casa
Zaragoza,
Spain
Description
Tenure
A regional shopping centre located in the city of
Zaragoza. The centre has a total GLA of 79,440m2,
of which the El Corte Ingles department store
(36,000m2) and Warner Lusomundo cinema
(3,445m2) have been sold to the respective
occupiers and are not included in this valuation.
The remaining centre has a total GLA of 39,995m2,
which is included in this valuation.
Freehold
The centre is arranged on three levels above
ground with a further three levels of basement car
parking (2,500 spaces). Anchors include a Planet
Bowling (1,945m2), Media Markt (4,455m2), Miro
(1,110m2), Cortefiel (1,000m2) Zara (1,280m2),
Mango (630m2), H&M (2,725m2) and Decathlon
(2,970m2). The property has electricity producing
co-generation plant, excluded from the valuation.
The property is
owned by Iberian
Assets.
(50% held by the
held by Sonae
Imobiliária).
Terms of
existing tenancies
The scheme is currently
98.4% let.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
8,574,307
131,500,000
Anchor stores are
and 20 years expiring at
various dates.
contracts expiring at
various dates.
CC Gran Casa opened in 1997
A (III): PROPERTIES HELD AS INVESTMENTS – BRA ZIL
26. Parque D. Pedro
Shopping Phase I
Campinas,
São Paulo,
Brazil
Shopping centre situated in the city of Campinas,
São Paulo, Brazil. The shopping is situated on a
site of 476,490m2 with a total constructed area of
178,695m2 and a GLA of 115,047m2, constructed
in the first phase, mainly distributed on the
ground floor. Restaurants, cinemas, leisure and
theatre are placed on the lower ground floor. Two
anchor units totalling 5,855m2 have been sold to
owner-occupier C&A. Parque D. Pedro consists of
12 anchor stores (4 department stores), which
include a hypermarket, a multiplex cinema with 15
screens, a health club, theatre and a bowling area.
There are a further 301 unit-stores, 12
restaurants, 28 fast-food units, 36 kiosks and
8,300 car parking spaces.
Freehold
27.
Shopping centre situated in the heart of the
commercial centre of the city, adjacent to the
hotel district. It is situated on a site with 8,000m2
and with a total GLA of 31,390m2 on four levels
plus three parking levels. The expansion on the
3rd level was completed and opened in March
2001. An anchor unit of 2,990m2 has been sold to
owner occupier C&A. (NB. The aforementioned
unit is not included in the valuation.)
“Condominium
Proindiviso”
Pátio Brasil
Shopping Center
Brasilia,
Brazil
The centre comprises a further 6 anchor units,
168 mall unit shops, 1 bank, 26 restaurants, a 6
screen cinema, 43 kiosks, a children’s play area,
bowling alley and fitness centre. There is
underground car parking on three levels for
1,800 cars.
Sonae Imobiliária
owns directly 95.04%
and Sonae Enplanta
owns the remaining
4.96%.
The property is
owned by
Condominium Pátio
Brasil Shopping
Center.
Mall units generally let on
utilisation contracts for
terms of 5 years from
2002 and anchor stores
contracts for terms of ten
years from 2002.
R$39,718,492 R$387,679,000
Or
or
u 10,838,382 u 105,789,845
Anchor stores Grupo Otoch
and Lojas Riachuelo are let
on 6 and 10-year leases
respectively.
R$15,215,000 R$133,052,000
Or
or
u 4,151,869
u 36,307,230
Unit shops are let on 3 or
5-year leases.
10.42% of the
condominium is held
by Sonae Enplanta
(50% of which is held
by Sonae Imobiliária).
The centre originally opened in October 1997.
66 / 67
SONAE IMOBILIÁRIA
A (III): PROPERTIES HELD AS INVESTMENTS – BRA ZIL
Ref
Property
28. Franca Shopping
Center
Franca,
Brazil
29. Shopping
Metrópole
São Bernardo
do Campo,
São Paulo,
Brazil
Description
Tenure
Shopping centre situated in the Municipality of
Franca in the north east of the state of São Paulo.
The shopping centre lies close to the town centre
and fronts a dual-carriageway linking into the
main regional highways.
“Condominium
Proindiviso”
The property is
owned by
Condominium
The Property is situated on a site of 70,000m2 and Shopping Center
with a total GLA of 19,000m2 on one level. The
Franca.
trading units comprise: 4 anchor stores, 86 mall
unit shops, 12 restaurants, a 3 screen cinema, 11 31.40% of the
kiosks, a children’s´ play area, bingo hall and
condominium is held
bowling alley. There is open car parking around
by Sonae Enplanta
the perimeter of the Centre for 1,100 cars.
This centre opened in October 1993.
Shopping centre situated in the central area of São
Bernardo do Campo fronting a large square which
serves as the intersection of major avenues and
numerous bus routes. The Property is situated on
a site of 88,342m2 and has a total GLA of
25,380m2 over two levels.
The trading units are on a single ground floor level
and comprise: 3 anchor stores, 141 unit shops, 15
restaurants, one bank agency, a 3-screen cinema,
20 kiosks and a children’s´ play area. There is car
parking on ground level for 1,200 cars.
This centre originally opened in May 1980
as a much smaller mall but after considerable
expansion and upgrading reopened on April 1997
in its present form.
30. Shopping Penha
São Paulo,
Brazil
Shopping centre located immediately adjacent to
the traditional shopping streets of the Penha
suburban centre situated in the east of São Paulo.
Access to the centre is facilitated by some major
highways close-by as well as the proximity of the
Penha Metro Station.
The Property is situated on a site of 19,195m2 and
with a GLA of 18,421m2 on two levels. The trading
units comprise: 1 anchor, 165 unit shops, 15
restaurants, a 3-screen cinema and 20 kiosks.
There is underground car parking on three levels
for 1,200 cars.
“Condominium
Proindiviso”
The property is
owned by
Condominium
Shopping Center
Metrópole.
Terms of
existing tenancies
Anchor stores Sé
Supermercados and
Magazine Luiza are let on
10-year leases.
Net operating
income (Year 1)
(excluding key
money and contract
renewal fee
(u)
Market value
(u)
R$1,414,721 R$17,226,000
or
or
u 386,049
u 4,700,630
5-year leases except for
McDonald’s which has a
20-year lease.
Anchor stores Lojas
Americanas and Lojas
Renner (JC Penny) are let
on 10-year leases as are
the Blockbuster and the
McDonald’s units.
R$11,044,721 R$95,306,000
or
or
u 3,013,883 u 25,933,424
5-year leases.
10% of the
condominium is held
by Sonae Enplanta,
“Condominium
Proindiviso”
The property
is owned by
Condominium
Shopping Center
Penha.
Anchor store Lojas
Americanas is let on a 10year lease and the
McDonald’s unit on a 20year lease.
R$7,699,909 R$42,814,000
or
or
u 2,092,964 u 11,683,084
Other unit shops are let on
3 or 5-year leases.
14.10% of the
condominium is held
by Sonae Enplanta
This centre originally opened in October 1992.
31. Tivoli Shopping
Santa Bárbara
do Oeste,
São Paulo,
Brazil
Shopping centre situated some 130 km to the
north of the city of São Paulo, fronting onto the
Santa Bárbara Avenue linking the towns of Santa
Bárbara and Americana. The centre has a total
GLA of 22,112m2 on one level.
The trading units comprise: 4 anchor stores,
106 unit shops, one bank agency, 16 restaurants,
a 3 screen cinema, 21 kiosks, a children’s’ play
area and bingo hall. There is open car parking
around the perimeter of the Centre for 1,578 cars.
The McDonald’s restaurant is a free-standing unit.
This centre opened in November 1998.
“Condominium
Proindiviso”
The property
is owned by
Condominium Tivoli
Shopping Center.
Anchor stores Sé
Supermercados and
Magazine Luiza are let
on a 10 year leases and
the McDonald’s unit on
a 20 year lease.
Other unit shops are let
25% of the
on 3 or 5-year leases.
condominium is held
by Sonae Enplanta
R$2,299,273 R$40,143,000
or
or
u 627,425 u 10,954,222
B (I) PROPERTIES IN THE COURSE OF DEVELOPMENT – PORTUGA L
Ref Property
Description
32. LoureShopping A shopping and leisure
Loures,
centre, granted
Portugal
construction permission
in January 2004, with a
total GLA of
approximately 37,830m2.
It is located in Loures,
within the Greater
Metropolitan area of
Lisbon. The centre will
have a hypermarket of
some 14,480m2 (owner
occupied and excluded
from the current
valuation). The
remaining 23,350m2
includes a cinema
multiplex (2,825m2),
anchor units (7,495m2),
restaurants (2,545m2),
leisure area - bowling
(830m2) and unit shops
(9,655m2).
Tenure
Freehold
(100% held
by Sonae
Imobiliária).
Sales/
tenancies
arranged
A number
of anchor
tenancies have
been agreed and
the centre is
currently in the
early stages of
letting.
Estimated
completion
and
occupation
dates
Estimated
costs of
completing
development
(u)
Estimated annual
net operating
income when
completed
and let
(u)
Market
value when
completed
and let
(u)
11,261,000 September 2005
52,889,006
4,386,748
66,614,000
Market value in
existing state
(u)
Fit out
reimbursement
1,334,000
B (II) PROPERTIES IN THE COURSE OF DEVELOPMENT – SPAIN
33. Avenida M40
Barrio de la
Fortuna,
Leganés,
Madrid,
Spain
A shopping and leisure
centre nearing
completion, located in
Leganés, a suburb in
southern Madrid. The
centre is located next
to the M40 circular
motorway and will have
a total GLA of 48,275m2.
An Eroski hypermarket
and Forum Sport anchor
unit totalling 16,495m2
are held by the owner
occupiers and excluded
from the current
valuation. The remaining
GLA of 31,780m2 includes
a Yelmo 12 screen
multiplex cinema
(4,250m2) a FEC
(1,750m2) anchors
(4,320m2) including H&M
and Zara, restaurants
(3,175m2) terraces
(1,165m2) and unit shops
(17,120m2). The centre
will be distributed over
three floors and have
2,404 parking spaces.
Freehold
Most anchor
tenancies have
The property is been agreed and
held by Avenida the centre is
M-40 S.A.
currently 90%
committed in
(60% held by
terms of GLA,
Sonae
including Heads
Imobiliária).
of Terms agreed.
71,167,000
March 2004
27,793,659
7,379,698
102,638,000
Fit out
reimbursement
2,966,000
68 / 69
SONAE IMOBILIÁRIA
Ref Property
Description
Tenure
34. Dos Mares
Murcia,
Spain
centre in the final
stages of construction
located in the
municipality of San
Javier in Murcia.
The scheme will
have a total GLA
of approximately
24,575m2 including
a hypermarket of
8,970m2 held in
separate ownership and
excluded from the
current valuation. The
remaining 15,605m2
consists of a Neoccines
multiplex (2,265m2),
bowling (875m2),
Inditex Group tenants
(1,490m2) and some
78 mall units
and restaurants.
Freehold
centre currently in
construction located on
the outskirts of Toledo.
The scheme will
comprise a total GLA
of 41,045m2 including
an Eroski hypermarket
(13,200m2) and Cinesur
cinema multiplex
(3,860m2) which are
both sold to owner
occupiers and excluded
from this valuation. The
remaining 23,985m2
includes Inditex Group
brands (4,205m2) and
128 mall units and
restaurants. The centre
will have 2,000 car
spaces at ground level.
Freehold.
35. Luz del Tajo
Toledo,
Spain
The property
is held by
Comercial de
San Javier
Shopping SL.
The property
is held by
Proyecto
Shopping
2001 S.A
(60% held
by Sonae
Imobiliária)
Market value in
existing state
(u)
Estimated
completion
and
occupation
dates
Estimated
costs of
completing
development
(u)
Estimated annual
net operating
income when
completed
and let
(u)
Market
value when
completed
and let
(u)
Anchor units
have been
signed and
the centre is
approximately
86% let
including
Heads of Terms
23,790,000
Spring 2004
10,241,123
2,383,210
34,336,000
Anchor
tenancies are
signed.
31,278,000
Sales/
tenancies
arranged
The scheme is
currently 75%
let including
Heads of Terms
Fit our
contribution
477,000
Mid 2005
30,304,616
4,398,006
62,155,000
Fit out
reimbursement
1,029,000
Sales/
tenancies
arranged
Market value in
existing state
(u)
Estimated
completion
and
occupation
dates
Estimated
costs of
completing
development
(u)
Estimated annual
net operating
income when
completed
and let
(u)
Market
value when
completed
and let
(u)
Late 2005
28,498,685
3,482,926
45,185,000
Ref Property
Description
Tenure
36. Plaza Eboli
Pinto,
Spain
The town of Pinto is
located 20 km south
of Madrid, along the N-IV
motorway (Autovia de
Andalucia). This is a
retail and leisure centre
project destined for the
local market. The project
will comprise a total
GLA of 32,870m2, which
includes a 11,390m2
Eroski hypermarket,
cinemas (2,075m2). The
scheme will have
parking for 1,000 cars.
Freehold.
Inditex
tenancies and
The property
the cinema are
is owned by
agreed. The
Comercial Pinto scheme is
Shopping S.A
currently 14%
let including
(65% held
Heads of Terms
by Sonae
Imobiliária)
16,078,000
A shopping centre
currently under
construction that will
extend to approximately
20,745m2 and that will
be anchored by Zara
(1,240m2) as well as
other fashion anchors
and a cinema multiplex
of 4,450m2. The centre
will comprise a further
68 mall units and
restaurants, distributed
over five floors, with the
cinema located at the
top. 1,000 paid car
parking spaces are
located at basement
level. The scheme
occupies an excellent
urban site next to the
Guggenheim Museum in
the centre of the city of
Bilbao.
Freehold
61,892,000
It is foreseen
that the
development will
be completed by
October 2004.
35,105,003
6,547,705
102,500,000
6,504,000
October 2005
34,452,000
3,096,040
45,135,000
37. Zubiarte
Bilbao,
Spain
38. Málaga
Shopping
Málaga,
Spain
The property
is owned by
Zubiarte
Inversiones
Inmobiliárias
S.A.
The scheme is
71% let with the
remainder in
negotiations. It
is expected to
be 100% upon
opening.
Fit out
reimbursement
1,007,000
(50% held
by Sonae
Imobiliária)
A new shopping centre
Freehold
to be constructed
adjacent to the existing
Plaza Mayor Leisure
scheme (Property No.
21). The centre will have
a total GLA of 16,800m2,
anchored by a
supermarket (2,450m2),
Inditex brands
(4,250m2), other
anchors (4,770m2) and
further unit shops
(5,330m2).
Preletting has
yet to
commence.
70 / 71
SONAE IMOBILIÁRIA
B (III) PROPERTIES IN THE COURSE OF DEVELOPMENT – GREECE
Ref Property
Description
Tenure
39. Mediterranean
Cosmos
Pylea,
Salónica,
Greece
A shopping centre
branded Mediterranean
Cosmos located in Pylea,
Greece. The scheme will
be arranged on two
principal floors with a
total GLA of 45,715m2.
The scheme will be
anchored by Inditex
brands (4,000m2) a
Masoutis supermarket
(3,200m2), Village
cinemas multiplex
(6,100m2), bowling
(2,300m2) amongst
others.
Leasehold for
a term of 30years from
opening.
(50% held by
Sonae
Imobiliária).
Sales/
tenancies
arranged
Anchor
tenancies are
currently in
negotiation and
letting of mall
units will
commence
shortly.
Market value in
existing state
(u)
11,934,000
Estimated
completion
and
occupation
dates
Estimated
costs of
completing
development
(u)
Estimated annual
net operating
income when
completed
and let
(u)
Market
value when
completed
and let
(u)
Completion
expected March
2005
93,449,400
11,367,033
118,694,000
Fit out
reimbursement
795,000
The scheme will have a
total of 2,800 car
parking spaces
B (IV) PROPERTIES IN THE COURSE OF DEVELOPMENT – BRA ZIL
40. Boavista
Shopping
Santo Amaro,
São Paulo,
Brazil
A site located in the
suburb of Santo Amaro
in the city of São Paulo,
held for the development
of a regional shopping
centre with a total GLA
of 23,700m2. This GLA
will include a Sonda
hypermarket (9,900m2),
4 anchor stores, 1 semianchor, 22 restaurant
and catering units and
167 mall units. The
centre will consist of
three levels above
ground and 1,350 car
parking spaces located
in the basement and on
the roof.
Freehold
Sonae
Imobiliária
owns 97.5%.
Anchor
tenancies have
been agreed and
the centre is
currently in the
advanced
lettings process.
R$48,887,000
or
u 13,340,285
Mid 2004
R$27,536,000
or
u 7,514,023
Year 1
R$4,040,150
or
u 1,102,476
R$77,396,000
or
u 21,119,820
Year 2
R$10,124,911
Or
u 2,762,885
C (I): PROPERTIES HELD FOR DEVELOPMENT – PORTUGA L
Ref Property
Description
41. Arrábida
Shopping
Expansion
Vila Nova
de Gaia,
Portugal
An expansion to the current Arrábida Shopping (Property N° 2). It will be
constructed at second floor level over an existing flat roof and consist of
6,090GLA, destined for a Lifestyle anchor (2,200m2), Entertainment anchor
(1,795m2), Café/Bars/Restaurants (1,066m2), Restaurants/Terrace (760m2),
Counter service (60m2), Kiosks (89m2) and a Creche (120m2). A further
amount of 1,255m2 of mall circulation space is included within the
constructable area of the project.
Market Value
(u)
Tenure
Freehold
411,000
The property is owned by Capital Plus.
(50% held by Sonae Imobiliária).
We have been informed that the Expansion possesses a building licence but
that a construction licence remains outstanding.
42. Parque
Famalicão
Famalicão,
Portugal
Two plots of agricultural land totalling approximately 212,638m2 situated on
the South East of the A3/A7 motorway junction. It does not currently benefit
from planning permission but has development potential given the strategic
location.
Freehold
The property is owned by Parque de Famalicão
4,175,000
C (I): PROPERTIES HELD FOR DEVELOPMENT – PORTUGA L
Ref Property
Description
Tenure
Market Value
(u)
43. Torre Oriente
Centro
Colombo,
Lisbon,
Portugal
We understand that it is the Company’s intention to construct
two office towers over the Centro Colombo shopping centre. The
foundations, ground and first floors have already been constructed
(excluded from this part of the valuation). However, the Company
awaits the necessary Construction Licence to continue with the
upper floors of the towers.
Freehold
4,245,000
The property is owned by Empreendimentos
Imobiliários Colombo, S.A.
The Torre Oriente project consists of a total of 14 floors (an additional
12 floors above existing ground and first) which will extend to a total
of 23,978 of GLA offices (2,933m2 already constructed.)
44. Torre Ocidente
Centro
Colombo,
Lisbon,
Portugal
We understand that it is the Company’s intention to construct
two office towers over the Centro Colombo shopping centre. The
foundations, ground and first floors have already been constructed
(excluded from this part of the valuation). However, the Company
awaits the necessary Construction Licence to continue with the
upper floors of the towers.
Freehold
4,245,000
The property is owned by Empreendimentos
Imobiliários Colombo, S.A.
The Torre Ocidente project consists of a total of 14 floors (an
additional 12 floors above existing ground and first) which will
extend to a total of 23,975 of GLA offices (2,930m2 already
constructed).
45. First Alexander
Platz
Berlin,
Germany
First Alexander Platz is a development site situated in the heart
of the city and is the largest development area for retailing in all
of Berlin comprising 53,175m2 of GLA. The area currently includes
the Kaufhof department store (30,000m2) and Saturn Media Markt.
The centre will be divided into three levels above ground and into
two levels below ground destined for car parking offering 1,600 car
parking spaces.
Freehold
46. Aegean Park
Athens,
Greece
A development site located in Athens, Greece and situated in the
municipality of Pireaus close to the Port of Piraeus, which is linked
to Omonia, Central Athens by Piraeus Street. It consists of two plots
of 33,000m2 and 12,000m2 divided by a minor road. The smaller of
the two sites consists of rough scrub-land and the larger a mixture of
industrial and warehouse properties in various states of repair and
occupation. Part of the large site is currently being let to the Athens
Water Authority on an annual tenancy that can be terminated at
any time.
Freehold
9,755,000
The property is owned by Sonae Project Berlin GmbH
(100% held by Sonae Imobiliária)
36,297,000
The property is owned by Aegean Park, S.A.
We have been informed that there is an outstanding
purchase payment of u 4,600,000. Our valuation
figure provided here does not take account of this
and shows the value of the site with full ownership.
There are outline plans to join the two sites and develop a shopping
centre featuring a total of 60,590m2 GLA to include retail, restaurant
and leisure units.
47. Brescia
Retail &
Entertainment
Centre
Brescia,
Italy
Located on the former site of the old Lucchini plants with a total site
area of over 600.000m2, this re-development project lays on two
plots of land, separated by a public road and linked by a bridge.
Freehold
5,639,000
The Property is owned by Transalproject 2000 S.r.l.
(100% held by Sonae Imobiliária)
The project comprises a retail and leisure complex with a total GLA
of 28,825m2 and will include a supermarket with a total area of
4,000m2 and a cinema of 4,100m2.
The site is strategically placed on the edge of Brescia´s ring-road
that circles the downtown area of the city.
48. Parque D. Pedro An additional 23,212m2 to be constructed in the second phase of the
Expansion
Parque Dom Pedro shopping centre located at Campinas, São Paulo.
Campinas,
Construction of this Expansion has not yet begun.
SP Brazil
49. Penha
Shopping
Expansion
Penha,
São Paulo,
Brazil
An additional 15,079m2 GLA to be constructed in Penha Shopping,
located immediately adjacent to the traditional shopping streets
of the Penha suburban centre situated in the east of São Paulo.
Freehold
Sonae Imobiliária owns directly 95.04% and
Sonae Enplanta owns the remaining 4.96%
The property is owned by Condominium Shopping
Center Penha.
R$64,270,000
or
u 17,537,998
R$18,828,000
or
u 5,137,785
14.10% of the condominium is held by Sonae
Enplanta (50% of which is held by Sonae Imobiliária).
72 / 73
SONAE IMOBILIÁRIA
Designed and produced by MAGEE
Printed by CTD
Portugal
Spain
Italy
Germany
Holland
Porto
Madrid
Milan
Düsseldorf
Hoofddorp
Lugar do Espido,Via Norte
4470 MAIA
Telephone: +351 22 948 7797
Fax: +351 22 940 4452
C/ Conde de Aranda, 24, 3º
28001 MADRID
Telephone: +34 91 575 8986
Fax: +34 91 575 7903
Via Leopardi 14
20123 MILAN
Telephone: +39 02 4391 2517
Fax: +39 02 4391 2531
Kanzlerstrasse 4
40472 DÜSSELDORF
Telephone: +49 211 4361 6201
Fax: +49 211 4361 6202
Polarisavenue, 61
2132 JH HOOFDDORP
Telephone: +31 23568 50 80
Fax: +31 23568 50 88
Lisboa
Bilbao
Rua Amílcar Cabral, 23
1750-018 LISBOA
Telephone: +351 21 751 5000
Fax: +351 21 758 2813
Ibañez de Bilbao, 28, 7º Módulo C
48009 BILBAO
Telephone: +34 94 435 6070
Fax: +34 94 424 3707
Consolidated Report and Accounts
Greece
Brazil
Athens
São Paulo
10. Kapsali Str.,
Herodotou Str., N. Douka Str.
Kolonaki
10674 ATHENS
Telephone: +30 21 0727 9907
Fax: +30 21 0727 9927
Rua Gomes de Carvalho, 1327, 3º, Conj.32
Vila Olímpia, São Paulo – SP
CEP: 04547 – 005
Telephone: +55 11 3845 5399
Fax: +55 11 3845 4522
Front cover: Estação Viana
Back cover: CascaiShopping
Sonae Imobiliária Consolidated Report and Accounts 2003
www.sonaeimobiliaria.com
2003

Consolidated Report and Accounts 2003

Transcription

Similar documents

ARL-2734 2008 Yearbook Ad #2

Infographie EN

Ordering ISPLS Apparel through Lands` End Business Outfitters

La Boutique

gelson`s market rite-aid

jeffrey road alton parkway

File

explore - Southwark on Reed

Retail market

Seven for All Mankind