October 28, 2009 - PRIVILEGED INFORMATION - DISCLOSURE
Under the terms and for the purposes of Article 248 of the Securities Code, SEMAPA hereby discloses that, insofar as it understands that the conditions required for this purpose under the terms of the shareholders’ agreement concluded with CRH Plc, in relation to its subsidiary SECIL - Companhia Portuguesa de Cal e Cimento, S.A. are met, it has initiated a set of procedures with a view to a valuation of SECIL and to the possible exercise of a right of option to purchase all the shares representing the share capital of SECIL held by CRH, for a price calculated on the basis of such valuation. CRH has notified SEMAPA that it will contest the said procedures through arbitration in accordance with the terms of the shareholders agreement.
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October 27, 2009 - PRIVILEGED INFORMATION - RESULTS: FIRST NINE MONTHS OF 2009
Turnover: 1,050.8 million euros
Total EBITDA: 208.6 million euros
EBIT: 112.9 million euros
Net Profits: 52.2 million euros
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October 1, 2009 - PRIVILEGED INFORMATION - PAYMENT OF INTEREST
Holders of SEMAPA 2006/2016 bonds are hereby notified that the interest corresponding to coupon no. 7 is payable as from 20 October 2009, as follows:
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September 29, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that the Credit Suisse Group, referred to below as CSG, informed Semapa, on 25 September 2009, that, on 21 August 2009, due to the sale on the stock exchange of 716,000 shares, corresponding to 0.61% of the share capital, the holding attributable to CSG is now less than 2% of the share capital in the company, corresponding to 1,884,347 shares, representing 1.59% of the share capital and voting rights and 1.67% of the non-suspended voting rights in Semapa, held by the following CSG entities:
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September 24, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that, on the basis of information received from ESAF – Espírito Santo Fundos de Pensões, S.A., Banco Espírito Santo, S.A. notified Semapa, on 21 September 2009, that, on 18 September 2009, the BES Pension Fund disposed of 193,135 shares in this company in stock exchange trading, and it consequently now has a holding of less than 5% of the share capital and voting rights in Semapa, corresponding to 5,865,688 shares representing 4.96% of the share capital and voting rights and 5.20% of the non-suspended voting rights in the company.
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September 22, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that ESAF – Espírito Santo Fundos de Investimento Mobiliário, S.A., notified Semapa, on 17 September 2009, that the Securities Investment Fund ES Plano Dinâmico – Fundo Flexível, managed and represented by the said company, purchased 495,906 shares in this company in stock exchange trading on 16 September 2009, and that as a result of this acquisition the fund in question now holds 2,569,232 shares representing 2.1712% of the share capital and voting rights and 2.2760% of the non-suspended voting rights in Semapa.
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August 25, 2009 - PRIVILEGED INFORMATION - REPORT ON FIRST HALF RESULTS 2009
Sales: 131.0 million euros
Total EBITDA: 131.0 million euros
EBIT: 71.9 million euros
Net Profits: 25.8 million euros
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June 23, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Companies Code, we hereby give notice that the company Bestinver Gestión, S.A. SGIIC notified Semapa, on 18 June 2009, that the holding in this company owned by the investment fund Bestinfond F.I., which is managed and represented by Bestinver Gestión, S.A. SGIIC, exceeded the threshold of 2% of the voting rights in Semapa, as a result of a transaction that has modified the fund’s holding of 2,334,066 shares to 2,384,394 shares representing 2.01% of the share capital and voting rights and 2.11% of the non-suspended voting rights in Semapa.
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June 16, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Companies Code, we hereby give notice that BES VIDA Companhia de Seguros, S.A. yesterday informed Semapa that, asfrom 8 July, after disposal of 354,112 shares in this Company, its holding now comprises 2,173,801 shares, corresponding to 1.84% of the share capital and voting rights and 1.93% of the non-suspended voting rights, meaning that the holding of BES VIDA Companhia de Seguros, S.A. in Semapa is now less than 2% of the share capital. BES VIDA Companhia de Seguros, S.A. also explained that these securities were part of its OCA 29 (unit linked) portfolio, belonging to the insurance company’s own assets.
Lisbon, 16 June 2009
The Directors
June 8, 2009 - DISCLOSURE - QUALIFYING HOLDING (RECTIFICATION)
As required by Article 17 of the Securities Code, we hereby give notice that the Credit Suisse Group, referred to below as CSG, issued notice on 05 June rectifying the notification of its qualifying holding given on 22 May 2009 with regard to the transactions giving rise to the current holding in Semapa attributable to it.
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May 26, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that BES VIDA Companhia de Seguros, S.A., notified yesterday Semapa that, on 20 May 2009, as the result of an acquisition of 2,200,000 shares of this Company, holds a qualifying holding of more than 2.00% of its share capital, corresponding to 2,618,326 shares, representing 2.21% of the share capital and voting rights and 2.32% of the non-suspended voting rights in Semapa, and that exercises the voting rights completely independent in the legal sense of paragraph 1 a) of Article 20-A of the Securities Code.
Lisbon, 26 May 2009
The Directors
May 25, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Market Board, we hereby give notice that the Credit Suisse Group, referred to below as CSG, notified Semapa, on 22 May 2009, that, on 20 May 2009, as the result of the sale on exchange of 10,740,627 shares, corresponding to 9.077% of the share capital in this Company and exercise of convertibles of 13,492,534 shares, corresponding to 11.402% of its share capital, these operations involving a total of 24,233,161 shares, corresponding to 20.479% of the share capital of Semapa, holds a qualifying holding of less than 5% of the share capital in the company, corresponding to 5,461,325 shares, representing 4.615% of the share capital and voting rights and 4.838% of the non-suspended voting rights in Semapa, is now imputable to CSG and that these shares are held by the following CSG entities:
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May 7, 2009 - SEMAPA BONDS 2006/2016 - 2ND ISSUE - PAYMENT OF COUPON NR. 6
Holders of Semapa 2006/2016 - 2nd Issue Bonds are hereby notified that the interest relating to coupon nr. 6 will be paid as from 31 May 2009, the main payer agent being Banco BPI, SA:
| Gross (EUR) | 26,22569444 |
| IRC/IRS | 5,24513889 |
| Net (EUR) | 20,98055555 |
Interest on centralized bonds will be paid through Central de Valores Mobiliários, in accordance with the respective regulations (Código CVM: SEMDOE).
Lisbon, 07 May 2009
The Directors
May 4, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that INKA, Internationale Kapitalanlagegesellschaft mbH, referred to below as INKA, an investment company and subsidiary of HSBC Trinkaus & Burkhardt AG, Düsseldorf, member of the HSBC Group, notified Semapa, on 30 April 2009, that, on 26 March 2009, as the result of a sale on the market of 2,467,105 shares, by two open-end investment funds of INKA, these funds now have a holding of 18,654 shares, representing 0.016% of the share capital and voting rights and 0.017% of the non-suspended voting rights in Semapa, and that INKA exercises the voting rights completely independent of HSBC Trinkaus & Burkhardt AG, in the legal sense of paragraph 1 a) of Article 20-A of the Securities Code.
Lisbon, 4 May 2009
The Directors
April 29, 2009 - PRIVILEGED INFORMATION - REPORT ON FIRST QUARTER RESULTS 2009
Sales: 342.4 million euros
Total EBITDA: 73.0 million euros
EBIT: 41.4 million euros
Net Profits: 12.8 million euros
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April 21, 2009 - DISCLOSURE
Subsequent to the market disclosure made on 5 February this year in the light of news reports in the media, we hereby disclose that Semapa has decided not to follow up, at this moment, the project with a view to establishing a partnership to study the possibility of making a joint bid with other entities in the tendering procedure which the Portuguese Government proposed to launch for privatization of ANA – Aeroportos de Portugal and for the design and construction of the new Lisbon international airport.
Lisbon, 21 April 2009
The Directors
April 8, 2009 - DISCLOSURE - PAYMENT OF DIVIDENDS - FINANCIAL YEAR OF 2008
The dividend declared at the company’s annual general meeting on 31 March 2009 shall be paid as from 23 April.
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March 31, 2009 - DISCLOSURE - ALTERATION IN COMPOSITION OF COMPANY BODIES
Under the terms of article 3 item a) of Regulation 5/2008 of the Securities Market Commission, we hereby give notice that Eng. Carlos Eduardo Coelho Alves today ceases to be a director of the company.
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March 31, 2009 - DISCLOSURE - ANNUAL GENERAL MEETING
We hereby disclose that at the company’s annual general meeting, held today at 10.30 a.m., the following resolutions were adopted:
1. Approval of the Management Report, Accounts and other financial statements for the financial year of 2008, individual and consolidated, as submitted for the consideration of the Shareholders.
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March 10, 2009 - PRIVILEGED INFORMATION - DISCLOSURE
The financial year of 2008 was marked by a global economic recession and by uncertainty as to its scale and duration.
In this context, Semapa recorded a positive performance, reflected in consolidated net profits attributable to Semapa equity holders of 106.3 million euros and EPS (earnings per share) of 90 cents.
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March 4, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that INKA, Internationale Kapitalanlagegesellschaft mbH, referred to below as INKA, an investment company and subsidiary of HSBC Trinkaus & Burkhardt AG, Düsseldorf, member of the HSBC Group, notified Semapa, on 02 March 2009, that, on 13 February 2009, as the result of the purchase on the market of 2,467,105 shares, by two openend investment funds of INKA, these funds now have a qualifying holding of 2,485,759 shares, representing 2.10% of the share capital and voting rights and 2.20% of the non-suspended voting rights in Semapa, and that INKA exercises the voting rights completely independent of HSBC Trinkaus & Burkhardt AG, in the legal sense of paragraph 1 a) of Article 20 of the Securities Code.
Lisbon, 4 March 2009
The Directors
February 16, 2009 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that AXA Rosenberg Group LLC, an investment management subsidiary of AXA Group, informed Semapa on 13 February that, on 5 February 2009, due to the sale on the market of 756,681 shares, the said Group now has a holding of 1,920,197 shares, representing 1.62% of the share capital and voting rights and 1.70% of the non-suspended voting rights in Semapa.
Lisbon, 16 February 2009
The Directors
February 12, 2009 - DISCLOSURE - ALTERATION IN COMPANY OFFICERS
We hereby disclose that Mr. Fernando Maria Costa Duarte Ulrich has resigned from his office as member of the Board of Directors of this company, which resignation will take effect on 31 March or at an earlier date, if a substitute is meanwhile appointed.
The director in question formally explained that in his understanding he should not continue to occupy the office of director because Semapa is negotiating a partnership with a view to studying the possibility of submitting a bid in the tendering procedure for the privatization of ANA – Aeroportos de Portugal and the construction of the new Lisbon airport, and the resigning director is Chairman of the Board of Directors of a bank which, as part of an ACE, is providing financial consultancy services to NAER – Novo Aeroporto de Lisboa, S.A., with regard to the same operations.
Lisbon, 12 February 2009
The Directors
February 5, 2009 - MARKET DISCLOSURE
In view of the media reports concerning the formation of a consortium to bid for the construction and operation of the new Lisbon international airport and the privatization of ANA – Aeroportos de Portugal, Semapa hereby informs the market that it has agreed with several entities to negotiate a possible partnership with a view to studying the possibility of submitting a joint bid in the tendering procedure which the Portuguese Government plans to open for privatization of ANA – Aeroportos de Portugal and for the design and construction of the new Lisbon international airport, no consortium having yet been instituted as of this date.
Lisbon, 5 February 2009
The Directors
December 22, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that the company Bestinver Gestión, S.A., SGIIC, notified Semapa on 18 December that the holding in this company owned by Bestifond F.I., managed and represented by Bestinver Gestión, S.A. SGIIC, was reduced on 12 December 2008 to a level below 2% of the voting rights in Semapa, due to transfer of 100,000 shares, on the Lisbon Stock Exchange.
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December 15, 2008 - DISCLOSURE - COMPANY SECRETARY
Notice is hereby given that Dr. António Duarte Serrão, the Company Secretary, resigned from office on 12 December 2008, and that Dr. Rui Tiago Trindade Ramos Gouveia, previously the company’s alternate secretary, has taken over his duties.
Lisbon, 15 December 2008
The Directors
December 2, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that Bestinver Gestión, SGIIC, S.A. has provided additional details concerning its qualifying holding in Semapa, through which this company was informed that (i) the qualifying holdings owned by investment institutions managed by Bestinver Gestión, SGIIC, S.A. are not attributable to any other entities and (ii) the current holding owned by these institutions in Semapa is as follows:
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November 20, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that, on 19 November 2008, the company Bestinver Gestión, SGIIC, S.A. notified Semapa that, on 13 November 2008, the holding in this company belonging to the investment fund Bestinfond F.I., which is managed and represented by Bestinver Gestión, SGIIC, S.A. rose above the threshold of 2% of the voting rights in Semapa, as a result of the purchase of 366,558 shares on the Lisbon Stock Exchange. The company Bestinver Gestión, SGIIC, S.A. also notified Semapa that, as a result of the said acquisition, the investment fund Bestinfond F.I. now holds 2,459,472 shares, representing 2.08% of the share capital and voting rights and 2.18% of the nonsuspended voting rights in Semapa.
Lisbon, 20 November 2008
The Directors
November 17, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that AXA Rosenberg Group LLC, acting on its own behalf and on that of its subsidiaries (referred to below as the Group), notified Semapa, on this date, that as of 12 November 2008, as a result of acquisition on the market of 291,428 shares, the Group became the holder of a qualifying holding of 2,529,282 shares, representing 2.14% of the share capital and voting rights and 2.24% of the non-suspended voting rights in Semapa.
Lisbon, 17 November 2008
The Directors
October 30, 2008 - PRESS RELEASE
In a hostile economic environment, Semapa’s turnover for the first nine months of 2008 was up by 3% on the same period in the previous year, at 1,089.2 million euros.
Total EBITDA recorded stood at 274.1 million euros, representing a fall of 15% on the same period in 2007.
The drop in EBITDA was due essentially to two factors: i) the EBITDA for 2007 included a gain of 25.6 million euros on the disposal of shares in EDP, not repeated in the period in question, and ii) Portucel’s EBITDA was down by 11% on the first nine months of 2007, due to the sharp cost rises for certain factors of production, most particularly for timber. The growth in EBITDA recorded by Secil (up by 9%) was not sufficient to offset these two negative factors.
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October 24, 2008 - DISCLOSURE - QUALIFYING HOLDING
Under the terms of Article 17 of the Securities Code, we hereby give notice that Sodim, SGPS, SA yesterday notified this company that the qualifying holding in Semapa imputable to the companies Cimigest, SGPS, S.A., Cimo - Gestão de Participações, SGPS, S.A., Longapar, SGPS, S.A., Sonaca, SGPS, S.A., OEM - Organização de Empresas, SGPS, S.A., Sociedade Agrícola da Quinta da Vialonga, SA and Sodim, SGPS, S.A., due to coordinated exercise of voting rights in Semapa, has been reduced to 59,164,175 shares, corresponding to 49.998% of the share capital and 52.41% of the non-suspended voting rights, considering the treasury stock held by Semapa.
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October 21, 2008 - DISCLOSURE - QUALIFYING HOLDING
Under the terms of Article 17 of the Securities Code, we hereby give notice that, on 20 October 2008, Morgan Stanley notified Semapa that, as the result of a transaction which took place on 3 October 2008, its holding now corresponds to 229,420 shares representing 0.19% of the share capital and 0.20% of the non-suspended voting rights in Semapa and that, as a result of the same transaction, its subsidiaries Morgan Stanley & Co. International plc. and Morgan Stanley & Co. Incorporated currently hold 227,663 and 1,757 shares respectively in Semapa.
Morgan Stanley further informed Semapa that the said alteration in the holding took place due to a reduction in the number of shares loaned to Morgan Stanley & Co. International plc..
Lisbon, 21 October 2008
The Directors
October 15, 2008 - PRIVILEGED INFORMATION - DISCLOSURE
Under the terms and for the purposes of Article 248 of the Securities Code, and subsequent to our Disclosure in June this year, Semapa hereby discloses that the acquisition by Verdeoculto – Investimentos, SGPS, S.A. (wholly owned by Semapa) of ETSA – Empresa de Transformação de Subprodutos Animais, S.A. and its respective holdings (“ETSA Group”) has today been concluded, given that all the conditions which the Parties set for conclusion of this transaction have been duly met.
Semapa wishes to point out that this transaction will permit the company to enter the environmental sector, which is an emerging area experiencing rapid growth, and thereby to diversify its investment portfolio.
Lisbon, 15 October 2008
The Directors
August 21, 2008 - ANNOUNCEMENT - PRESS RELEASE - FIRST HALF RESULTS 2008
In a hostile economic environment, Semapa’s turnover for the first half of 2008 was up by 6% on the same period in the previous year, at 746.1 million euros.
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May 5, 2008 - PRESS RELEASE - FIRST QUARTER RESULTS 2008
The SEMAPA Group recorded positive performance in the 1st quarter of 2008, as reflected in consolidated turnover of 373.0 million euros, EBITDA of 94.7 million euros and net profits of 24.4 million euros, permitting it to reduce its net borrowing by 26.4 million euros.
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April 4, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby give notice that the company UBS AG, Zurich and Basel informed Semapa, on 3 April 2008, that, on 28 March this year, it disposed of 5,235,720 shares in this company over the counter, causing it to have a non-qualifying holding of 1,644,288 shares representing 1.39% of the share capital and 1.46% of the non-suspended voting rights. It also gave notice that:
- 47,753 shares, representing 0.04% of the share capital and approximately the same percentage of non-suspended voting rights, are held in the name of UBS AG, on behalf of various clients of UBS AG, and that none of these has a position reportable under the rules contained in Article 16 of the Securities Code, and
- 1,596,535 shares, representing 1.35% of the share capital and 1.41% of the non-suspended voting rights, are held in the name of UBS AG.
Lisbon, 4 April 2008
The Directors
April 2, 2008 - SEMAPA BONDS 2006/2016 - INTEREST PAYMENT – COUPON NO. 4
Holders of SEMAPA 2006/2016 Bonds are hereby notified that the following interest relating to coupon no. 4 will be paid as from 21 April 2008:
| Gross | 1.525,508333333330 € |
| Income/Corporation Tax (20%) | 305,101666666666 € |
| Net | 1.220,406666666660 € |
Payer Agent – Caixa Banco de Investimento, S.A.
Interest on the bonds will be paid through the Central de Valores Mobiliários, in accordance with the respective regulations (Código C.V.M. – SEMCOE).
Bondholders covered by Articles 90 of the Corporation Tax Code should present proof to the payer agent of any exemption or dispensation from withholding of Corporation Tax by the interest maturity date.
Lisbon, 02 April 2008
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
April 2, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby give notice that the company UBS AG, Zurich and Basel informed Semapa, on 1 April 2008, that on 27 March this year it acquired over the counter 5,748,516 shares in this company, giving it a holding of 6,889,647 shares representing 5.82% of the share capital and 6.10% of the non-suspended voting rights. It also notified the company that:
- 47,753 shares, representing 0.04% of the share capital and approximately the same percentage of non-suspended voting rights, are held in the name of UBS AG, on behalf of various clients of UBS AG, and that none of these has a position reportable under the rules contained in Article 16 of the Securities Code, and
- 6,841,894 shares, representing 5.78% of the share capital and 6.06% of the non-suspended voting rights, are held in the name of UBS AG.
Lisbon, 2 April 2008
The Directors
March 20, 2008 - DISCLOSURE - PAYMENT OF DIVIDENDS - FINANCIAL YEAR OF 2007
The dividend declared at the company’s annual general meeting on 14 March 2008 shall be paid as from 9 April, as follows:
| Gross dividend per share | EUR 0,255 |
| Income/corporation tax (20%) per share | EUR 0,051 |
| Net dividend per share | EUR 0,204 |
The dividends will be paid through the Central de Valores Imobiliários, in accordance with the respective regulations, and the Paying Agent appointed for this purpose is Caixa Geral de Depósitos, S.A..
Shareholders are further advised that, for the purposes of exemption from or waiver of withholding of income/corporation tax at source, they should confirm their fiscal status with the depositaries of their shares.
Lisbon, 20 March 2008
The Directors
March 17, 2008 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that on 13 March 2008 the company Bestinver Gestión, S.A. SGIIC notified Semapa that on 10 March 2008 the shares and voting rights in this company held by investment entities which it manages and represents totalled 5,928,783 shares. This number of shares corresponds to 5.01% of the share capital of Semapa and 5.25% of the non-suspended voting rights.
Bestinver Gestión, S.A. SGIIC also gave notice that this holding is attributable to it through the following entities:
| Entity | No. of shares | % of capital |
| BESTINVER BOLSA, F.I. | 3.247.142 | 2,74% |
| BESTINFOND F.I. | 1.350.332 | 1,14% |
| BESTINVER MIXTO, F.I. | 623.742 | 0,53% |
| SOIXA SICAV, S.A. | 261.153 | 0,22% |
| BESTINVER HEDGE VALUE FUND FIL | 89.091 | 0,08% |
| BESTINVER RENTA, F.I. | 79.115 | 0,07% |
| TEXRENTA INVERSIONES SICAV | 53.757 | 0,05% |
| RODAON INVERSIONES, SICAV | 22.649 | 0,02% |
| TIBEST CINCO, SICAV, S.A. | 16.807 | 0,01% |
| INVERS, EN BOLSA SIGLO XXI, SICAV | 16.762 | 0,01% |
| LOUPRI INVERSIONES | 13.441 | 0,01% |
| ATON INVERSIONES SICAV, S.A. | 12.439 | 0,01% |
| TIGRIS INVERSIONES, SICAV, S.A. | 11.602 | 0,01% |
| CORFIN INVERSIONES SICAV | 11.546 | 0,01% |
| MERCADAL DE VALORES, SICAV, S.A. | 10.711 | 0,01% |
| H202 Inversiones SICAV | 9.774 | 0,01% |
| DIVALSA DE INVERSIONES SICAV, S.A. | 9.752 | 0,01% |
| ENTRECAR INVERSIONES, SICAV, S.A. | 8.715 | 0,01% |
| PASGOM INVERSIONES, SICAV, S.A. | 8.624 | 0,01% |
| CARTERA MILLENNIUM SICAV | 7.420 | 0,01% |
| ZAMARRON SICAV | 7.010 | 0,01% |
| ACCIONES, CUP. Y OBLI. SEGOVIANAS | 6.947 | 0,01% |
| RENVASA | 6.671 | 0,01% |
| ARTICA XXI, SICAV. SA | 5.934 | 0,01% |
| CAMPO DE ORO, SICAV | 5.380 | 0,00% |
| LINKER INVERSIONES, SICAV. SA | 5.127 | 0,00% |
| TRASCASA | 4.581 | 0,00% |
| TORDESILLAS DE INVERSIONES | 4.359 | 0,00% |
| HELDALIN INVERSIONES SICAV | 4.017 | 0,00% |
| MEZQUITA DE INVERSIONES | 3.432 | 0,00% |
| TAWARZAR 2-S2 SICAV | 3.074 | 0,00% |
| Opec Inversiones, SICAV | 2.740 | 0,00% |
| JORICK INVESTMENT | 2.489 | 0,00% |
| IBERFAMA SICAV, S.A. | 2.448 | 0,00% |
| Total: | 5.928.783 | 5,01% |
Lisbon, 17 March 2008
The Directors
March 14, 2008 - DISCLOSURE - ANNUAL GENERAL MEETING
Notice is hereby given that the following resolutions were adopted at the annual general meeting held today at 16:00 hours:
1. Approval of the individual and consolidated Management Report, Accounts and other financial statements for the financial year of 2007, as submitted for the consideration of the shareholders;
2. Approval of the proposal from the Board of Directors for allocation of the Net Profits for the period, on the basis of Semapa’s individual net profits for the period (determined in accordance with the Official Plan of Accounts) of EUR 121,950,560.81, as follows:
| Dividends for outstanding shares | ||
| Per share...25.5 cents | ||
| Total dividend | EUR 29.481.173,48 | |
| Free reserves | EUR 35.181.477,69 | |
| Retained earnings | EUR 57.287.909,64 | |
3. Approval of a vote of confidence in the Board of Directors and the Audit Board, and their respective members;
4. Approval of a proposal from the Board of Directors to authorize the company to acquire and dispose of its own shares and bonds, for a period of 18 months, and
5. Election of Mr. Paulo Luís Ávila de Abreu as member of the company’s Remuneration Committee, to hold office until the end of the current term of office of the other company officers.
Lisbon, 14 March 2008
The Directors
February 25, 2008 - PRESS RELEASE - INFORMATION ON 2007 RESULTS
In 2007 Semapa recorded net profits of 122.0 million euros, representing an increase of 33.4% over the previous year.
The Group continues to record sustained growth, reflected in increased turnover (up 9%), EBITDA (up 16%), EBITDA and EBIT margins (up 7% and 24% respectively) and cash flow (up 6%), allowing it to reduce its net debt (down 13%).
February 17, 2008 - SEMAPA 98 BONDS - PAYMENT OF COUPON NO. 20 AND FINAL REPAYMENT
The holders of SEMAPA 98 bonds are hereby informed that the interest payment relating to coupon no. 20 will be made as from 09 March, together with final repayment. The principal payer agent is:
| BANCO PORTUGUÊS DE INVESTIMENTO, S.A. | |
| Gross (EUR) | 0,00003013 |
| Corp./personal inc. tax | 0,00000603 |
| Net (EUR) | 0,00002410 |
| Repayment | 0,0010 |
As required by the Regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 18 February 2008
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
January 29, 2008 - NOTICE OF ANNUAL GENERAL MEETING
I hereby notify the Shareholders of SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A. of the Annual General Meeting to be held on 14 March 2008, at 4.00 p.m., at the Hotel Ritz, in Lisbon, at Rua Rodrigo da Fonseca no. 88, given that suitable premises are not available at the registered offices, with the following:
- To receive the Management Report and Accounts, and other individual financial statements for the financial year of 2007;
- To receive the consolidated financial statements for the same financial year;
- To resolve on the allocation of profits;
- To assess in general terms the work of the Company’s directors and auditors;
- To resolve on a proposal from the Board of Directors for the acquisition and disposal of own shares and bonds, and
- To elect a member of the Remuneration Committee to hold office until the end of the term of office of the other company officers.
The shareholders are hereby informed that the preparatory information provided for in law and referred to in Article 289 of the Companies Code will be available for their consultation at the registered officers and on the company’s website (www.semapa.pt), during the fifteen days prior to the date of the Meeting.
The Shareholders are also informed that, in accordance with the Companies Code and Article Nine of the Articles of Association, the requirements for attendance and exercise of voting rights are as follows:
- In addition to the company officers and the common representative of the bondholders, attendance at and participation in the general meeting is restricted to shareholders with a minimum of 385 shares, the number corresponding to one vote, who no less than five days prior to the date of the meeting file a document proving ownership of the shares and that such ownership has been frozen until the end of the Meeting;
- The general meeting may also be attended by shareholders who, although they have no voting rights, form groups in order to make up the minimum number of shares required and are represented by one of their number;
- Shareholders may be represented at General Meetings by proxies at their discretion;
- Proxy letters from individual shareholders and documents appointing the representatives of corporate shareholders shall be delivered to the chairman of the general meeting no less than five days prior to the date of the meeting;
- Proxy forms are available on the company website (www.semapa.pt) or may be requested from the head office.
Shareholders may cast postal votes in accordance with Article 22 of the Securities Code And Article Nine of the Articles of Association, as follows:
- An envelope containing the voting declarations shall be addressed to the Chairman of the General Meeting, and received at the company by the day before the meeting;
- This envelope shall contain (1) letter addressed to the Chairman of the General Meeting, with notarized signature, expressing the intention to vote, and (2) the voting declarations, one for each item on the order of business, in a separate sealed envelope indicating on the outside the item on the order of business to which it refers;
- Votes cast are counted at the moment of counting of the votes cast by those present at the General Meeting, and are counted as votes against any motions submitted subsequent to their casting.
Lisbon, 29 January 2008
The Chairman of the General Meeting
(José Pedro Aguiar-Branco)
November 30, 2007 - OBRIGAÇÕES SEMAPA 2006 2ª EMISSÃO
PAGAMENTO DO CUPÃO Nº 3
SEMAPA 2006 BONDS 2nd Issue - PAYMENT OF COUPON NR. 3
Holders of SEMAPA 2006 Bonds are hereby notified that the interest relating to coupon nr. 3 will be paid as from 30 November 2007, the principal payer agent being
BANCO BPI, S.A.
| Gross | 27.95833333 € |
| Income/Corporation Tax (20%) | 5.59166667 € |
| Net | 22.36666666 € |
Interest on centralized bonds will be paid through the Central de Valores Mobiliários, in accordance with the respective regulations (Código C.V.M. – SEMCOE).
Lisbon, 12 November 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
November 22, 2007 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that the company Morgan Stanley gave notice yesterday that it has a qualifying holding in this company of 3,159,859 shares, corresponding to 2.670% of the share capital and voting rights, and 2.799% of the non-suspended voting rights. Morgan Stanley also gave notice that:
The shares in question are held by the companies Morgan Stanley & Co. Incorporated and Morgan Stanley & Co. International plc, which is the Morgan Stanley parent company, to which the votes are attributable.
The qualifying holding was acquired on 16 November 2007 due to increase in the number of shares loaned to Morgan Stanley & Co. International plc.
Lisbon, 22 November 2007
The Board of Directors
November 6, 2007 - PRESS RELEASE
REPORT ON RESULTS THROUGH TO 30 SEPTEMBER 2007
The Semapa Group’s results up to the end of September 2007 show an increase of 53% in net profits attributable to Semapa shareholders in comparison with the same period of 2006, standing at EUR 97.3 M.
The Group has continued to record sustained growth, reflected in increases in sales (up b y 8%), EBITDA (up by 14%), EBITDA and EBIT margins (up by 5% and 14% respectively) and cash flow (up by 18%, allowing it to reduce net debt (down by 10%).
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October 29, 2007 - PRESS RELEASE
PRIVILEGED INFORMATION
We hereby disclose that the Angolan Government has approved the new cement and production line planned for Secil – Companhia de Cimentos de Lobito, S.A., which is 51% owned by our subsidiary Secil – Companhia Geral de Cal e Cimento, S.A., which line is envisaged to have a cement production capacity in excess of 700,000 tons/year, which may be doubled in a second phase. Capital expenditure during this first phase will be approximately 90 million euros, including investment in power generation and infrastructures.
Lisbon, 29 October 2007
The Directors
October 1, 2007 - SEMAPA 2006/2016 BONDS
PAYMENT OF COUPON NO. 3
Holders of SEMAPA 2006/2016 Bonds are hereby notified that the following interest relating to coupon no. 3 will be paid as from 22 October 2007:
| Gross | 1.385,716666666670 |
| Income/Corporation Tax (20%) | 277,143333333334 |
| Net | 1.108,573333333340 |
Payer Agent – Caixa Banco de Investimento, S.A.
Interest on the bonds will be paid through the Central de Valores Mobiliários, in accordance with the respective regulations (Código C.V.M. – SEMCOE).
Bondholders covered by Articles 90 of the Corporation Tax Code shall present proof to the payer agent of any exemption or dispensation from withholding of Corporation Tax by the interest maturity date.
Lisbon, 01 October 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
September 27, 2007 - PRESS RELEASE - FIRST HALF RESULTS 2007
The Semapa Group recorded positive performance in the first half of 2007, reflected in consolidated net profits attributable to Semapa shareholders of EUR 71.5 M, up by 116% on the first half of 2006.
Recurrent EBITDA grew over the same period in the previous year, and borrowing was down from year-end 2006.
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August 7, 2007 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that the company Bestinver Gestión, S.A. SGIIC, has provided information on its qualifying holding in Semapa, complementing that previously submitted which prompted Semapa’s disclosure of 19 July 2007, whereby it notified us that:
a) The development which caused the acquisition of a qualifying holding was the purchase, on 25 May, by funds and SICAVs managed by Bestinver Gestión, S.A. SGIIC, of 2,434,220 shares in Semapa, corresponding to 2.06% of the share capital and 2.16% of the non-suspended voting rights. On 10 July it purchased a further 62,608 shares in Semapa, corresponding to 0.05% of the shares capital and 0.06% of the non-suspended voting rights;
b) None of the funds or SICAVs managed by Bestinver Gestión, S.A. SGIIC has a qualifying holding or relevant information concerning Semapa, either in its own name, or through another entity;
c) The only shareholder with a qualifying holding is Bestinver Gestión. S.A. SGIIC, on behalf of the funds and the SICAVs;
d) There is no agreement concluded by Bestinver Gestión. S.A. SGIIC, on behalf of the funds and the SICAVs in relation to the exercise of voting rights in Semapa. Bestinver Gestión, S.A. SGIIC is absolutely independent in its investment decision, on behalf of the funds and the SICAVs. The investments of Bestinver Gestión, S.A. SGIIC have a purely financial purpose, with no intention of acquiring control.
Lisbon, 7 August 2007
The Directors
August 3, 2007 - SEMAPA 1998 BONDS - PAYMENT OF COUPON NO. 19
Holders of SEMAPA 1998 Bonds are hereby notified that the interest payment relating to coupon no. 19 will be made as from 09 September 2007, the principal paying agent being:
| BANCO PORTUGUÊS DE INVESTIMENTO, S.A. | |
| Net (EUR) | 0,00002601 |
| Income/Corporation tax | 0,00000520 |
| Gross (EUR) | 0,00002081 |
In accordance with the regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 03 August 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
July 19, 2007 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that the company Bestinver Gestión, SGIC, S.A. informed this company yesterday that on 11 July 2007 a total of 2,809,327 shares in this company were attributable to it, which shares correspond to 2.21% of the share capital and 2.31% of the non-suspended voting rights.
Bestinver Gestión, SGIIC, S.A. also informed us that this holding is attributable to it through the following entities:
| Entity | No. shares | % shares | % non-suspended voting rights |
| Bestinver Gestión, SGIIC, SA | - | - | |
| BESTINVER BOLSA, F.I. | 1.547.305 | 1,31% | 1,37% |
| BESTINFOND F.I. | 591.849 | 0,50% | 0,52% |
| BESTINVER MIXTO, F.I. | 260.945 | 0,22% | 0,23% |
| SOIXA SICAV, S.A. | 112.774 | 0,10% | 0,10% |
| TEXRENTA INVERSIONES SICAV, S.A. | 20.938 | 0,02% | 0,02% |
| CORFIN INVERSIONES S.I.C.A.V., S.A. | 9.450 | 0,01% | 0,01% |
| RODAON INVERSIONES, SICAV, S.A. | 7.993 | 0,01% | 0,01% |
| TIBEST CINCO, SICAV, S.A. | 6.880 | 0,01% | 0,01% |
| INVERS, EN BOLSA SIGLO XXI, SICAV, S.A. | 6.509 | 0,01% | 0,01% |
| ATON INVERSIONES SICAV, S.A. | 4.657 | 0,00% | 0,00% |
| TIGRIS INVERSIONES, SICAV, S.A. | 4.435 | 0,00% | 0,00% |
| MERCADAL DE VALORES, SICAV, S.A. | 4.179 | 0,00% | 0,00% |
| H202 Inversiones SICAV, S.A. | 3.850 | 0,00% | 0,00% |
| DIVALSA DE INVERSIONES SICAV, S.A. | 3.782 | 0,00% | 0,00% |
| ENTRECAR INVERSIONES, SICAV, S.A. | 3.395 | 0,00% | 0,00% |
| PASGOM INVERSIONES, SICAV, S.A. | 3.313 | 0,00% | 0,00% |
| ACCIONES, CUP. Y OBLI. SEGOVIANAS, SICAV, S.A. | 2.969 | 0,00% | 0,00% |
| ZAMARRON SICAV, S.A. | 2.487 | 0,00% | 0,00% |
| Cartera Millennium SICAV, S.A. | 2.483 | 0,00% | 0,00% |
| CAMPO DE ORO, SICAV, S.A. | 2.073 | 0,00% | 0,00% |
| LINKER INVERSIONES, SICAV, S.A. | 2.020 | 0,00% | 0,00% |
| HELDALIN INVERSIONES SICAV, S.A. | 1.462 | 0,00% | 0,00% |
| Opec Inversiones, SICAV, S.A. | 1.402 | 0,00% | 0,00% |
| TAWARZAR 2-S2 SICAV, S.A. | 1.211 | 0,00% | 0,00% |
| IBERFAMA SICAV, S.A. | 966 | 0,00% | 0,00% |
| Soma: | 2.609.327 | 2,21% | 2,31% |
Lisbon, 19 July 2007
The Directors
July 6, 2007 - PURCHASE OF OWN SHARES
We hereby give notice that on 4 July we informed the Securities Market Commission and Euronext, as required by Article 11 of the Securities Market Commission Regulations 4/2004, that Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. purchased, in an operation on the stock exchange on the same date, 2,720,000 of its own shares, corresponding to 2.30% of the share capital, for a unit price of 13.51€ per share.
Considering that the company Seminv Investimentos, SGPS, S.A., wholly controlled by this company, already held 2,727,975 shares in Semapa, there are now 5,447,975 shares subject to the rules on treasury stock, corresponding to 4.60% of the share capital.
Lisbon, 6 July 2007
June 5, 2007 - PRESS RELEASE - FIRST QUARTER RESULTS 2007
The SEMAPA Group recorded positive performance in the 1st quarter of 2007, reflect ed in its Net Profits after minority interests: 47.2 million euros, up by 155% on the same period in the previous year, and in the reduction of approximately 119 million euros in the Group’s net debt over the end of 2006.
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May 15, 2007 - SEMAPA 2006 BONDS-2ND EMISSION
PAYMENT OF COUPON Nr. 2
The holders of SEMAPA 2006 bonds are hereby informed that the interest payment relating to coupon nr. 2 will be made as from 31 May, being the principal payer agent:
| BANCO PORTUGUÊS DE INVESTIMENTO, S.A. | |
| Gross (EUR) | 25,27777778 |
| Corp./personal inc. tax | 5,05555556 |
| Net (EUR) | 20,22222222 |
As required by the Regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 15 May 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
April 12, 2007 - DISCLOSURE - QUALIFYING HOLDING
QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby give notice that Credit Suisse International yesterday informed this company that on 4 April 2007 it sold 19,279,477 shares in Semapa to Credit Suisse, corresponding to 16.29% of the share capital and 16.68% of the voting rights, with the result that it now holds 4,320,523 shares in the company, corresponding to 3.65% of the share capital and 3.74% of the voting rights, and that also on the same day Credit Suisse loaned its 19,279,477 shares in Semapa, with the attached voting rights being consequently attributable to Credit Suisse Securities (Europe) Limited, resulting in a qualifying holding being attributed to the latter company corresponding to 16.29% of the share capital and 16.68% of the voting rights.
The same company also explained that Credit Suisse International and Credit Suisse Securities (Europe) Limited are companies belonging to Credit Suisse’s investment banking area. Credit Suisse International is directly controlled by Credit Suisse (International) Holding AG and Credit Suisse Securities (Europe) Limited is directly controlled by Credit Suisse Investment Holdings (UK). Credit Suisse (International) Holding AG, Credit Suisse Investment Holdings (UK) and Credit Suisse are controlled by the Credit Suisse Group..
It follows from this information and further explanations that a qualifying holding of 23,600,000 shares is attributable to the Credit Suisse Group, corresponding to 19.94% of the share capital and 20.41% of the voting rights.
Lisbon, 12 April 2007
The Directors
March 29, 2007 - SEMAPA 2006/2016 BONDS - PAYMENT OF COUPON NO. 2
PAYMENT OF COUPON NO. 2
The holders of SEMAPA 2006/2016 Bonds are hereby informed that the interest corresponding to the 2nd coupon will be payable as from 20 April 2007, the Paying Agent being BANCO ESPIRITO SANTO, S.A.
| Gross (EUR) | 1.262,877777778 |
| Income/corporation tax (20%) | 252,575555556 |
| Net (EUR) | 1.010,302222222 |
The interest will be paid through the Central de Valores Imobiliários, given that these are book-entry bonds, under the code name SEMCOE.
Lisbon, 29 March 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
March 23, 2007 - DISCLOSURE - PAYMENT OF DIVIDENDS
The dividend declared at the company’s annual general meeting on 21 March 2007 shall be paid on 16 April, as follows:
| Gross dividend per share | EUR 0,230 |
| Income/corporation tax (20,0%) per share | EUR 0,046 |
| Net dividend per share | EUR 0,184 |
The dividends shall be paid through the Central de Valores Imobiliários, in accordance with the respective regulations.
Shareholders are further advised that, for the purposes of exemption from or waiver of deduction of income/corporation tax at source, they should confirm their fiscal status with the respective depositaries.
Lisbon, 23 March 2007
The Directors
March 22, 2007 - DISCLOSURE - ANNUAL GENERAL MEETING
Notice is hereby given that the following resolutions were adopted at the annual general meeting held on 21 March 2007:
- Approval of the Management Report, Balance Sheet and Accounts for the financial year of 2006, together with the Report and Opinion of the Audit Board, as submitted for the consideration of the shareholders;
- Approval of the Consolidated Management Report, consolidated Accounts and other financial statements for the financial year of 2006, as submitted for the consideration of the shareholders;
- Approval of thee proposal from the Board of Directors for allocation of the Net profits for the period, on the basis of Semapa’s individual net profits for the period (determined in accordance with the Official Plan of Accounts and the Companies Code) of EUR 91 399 271, as follows:
Dividends for outstanding shares Per share EUR 0,23 Total dividends EUR 27 216 462,35 Free reserves EUR 64 182 808,65 - Approval of a vote of thanks to and confidence in the Board of Directors and the Audit Board, and their respective members;
- Approval of a proposal from the Board of Directors to authorize the company to acquire and dispose of its own shares and bonds, for a period of 18 months, and
- Election of the following persons, to hold office until the end of the current term of office of the other company officers:
Chairman of the General Meeting Dr. José Pedro Aguiar-Branco Secretary of General Meeting Dr.ª Rita Maria Pinheiro Ferreira.
Lisbon, 22 March 2007
The Directors
March 22, 2007 - DISCLOSURE - OFFICERS OF THE GENERAL MEETING
Notice is hereby given that, at the annual general meeting of the company held on 21 March 2007, the following persons were elected to hold office until the end of the term of office of the other company officers:
Chairman of the General Meeting: ...................Dr. José Pedro Aguiar-Branco
Secretary of the General Meeting: ..................Dr.ª Rita Maria Pinheiro Ferreira
Lisbon, 22 March 2007
The Directors
March 2, 2007 - INFORMATION ON RESULTS - 2006
Business Overview 2006
The Semapa Group’s business operations in 2006 reflects the efforts made to consolidate and bolster its position in its two business areas – Paper and Paper Pulp, and Cement. Recurrent EBITDA grew by 6%, whilst debt was down by 11%. The Group recorded net profits of EUR 91.4 M and SEMAPA shares rose considerably in value, up by 30% over the year.
Contribution by business segment:
| Paper and Pulp | Cement | Holdings | Consolidated | |
|---|---|---|---|---|
| Turnover | 1.080,7 | 466,4 | - | 1.547,0 |
| Total EBITDA | 312,5 | 143,8 | (12,7) | 443,6 |
| Recurrent EBITDA | 311,0 | 133,2 | (14,1) | 430,1 |
| Depreciation and impairment losses | (103,2) | (34,6) | (0,1) | (138,0) |
| Provisions (increases and reversals) | (26,0) | (4,1) | (0,3) | (29,9) |
| EBIT | 183,2 | 105,0 | (12,6) | 275,7 |
| Financial Results | (26,5) | (5,2) | (16,8) | (48,5) |
| Pre-tax profits | 156,8 | 99,8 | (29,4) | 227,2 |
| Tax on profits | (46,4) | (22,8) | 6,3 | (62,9) |
| Profits retained for the period | 110,4 | 77,0 | (23,1) | 164,3 |
| Attributable to Semapa shareholders | 75,0 | 39,4 | (23,1) | 91,4 |
| Attributable to minority interests | 35,4 | 37,6 | - | 72,9 |
| Cash-Flow | 239,7 | 115,7 | (23,2) | 332,2 |
| EBITDA margin(% Turnover) | 28,9% | 30,8% | 28,7% | |
| EBIT margin(% Turnover) | 17,0% | 22,5% | 17,8% | |
| Total net assets | 2.379,0 | 848,5 | 308,4 | 3.535,9 |
| Net debt | 480,1 | 138,0 | 468,1 | 1.086,1 |
NOTES:
- The figures for the business segment indicators may differ from those presented individually by each Group, due to consolidation adjustments.
- Total EBITDA = operating earning + depreciation and impairment losses + provisions – reversal of provisions
- Net debt = non-current interest-bearing debt (net of charges on the issue of loans) + current interest-bearing debt (including debt to shareholders) – cash and cash equivalents; as per IFRS rules.
Consolidated Turnover: EUR 1 547,0 M
The figure of EUR 1 547.0 M represents growth of 4% over 2005.
- PORTUCEL SOPORCEL Group (Paper and Paper Pulp)
The Group recorded total turnover in 2006 of EUR 1 080.7 M, which represents an increase of 5% over 2005.
Both paper sales (1,004 thousand tons) and the respective average unit sales price performed well, meaning that the total value of sales in this segment grew by 6.1%; the paper sector represented approximately 70% of the Portucel Group’s total turnover.
The average unit sale price for pulp increased by 7.6% over the period. Due to increased integration of pulp into paper, the quantity of pulp available for sale on the market (559 thousand tons) was slightly lower than 2005. Accordingly, the total value of pulp sales grew by approximately 5.5%. As a result total pulp sales were up by approximately 5.5%, representing a contribution of 24% to the overall turnover of the Portucel Group.
The remaining 6% of the turnover was generated by the energy sector and other services.
- SECIL Group (Cement)
The Secil Group’s accrued sales in 2006 totalled EUR 466.4 M, representing growth of 1% over 2005. This was a favourable result given that the Group’s main market – the Portuguese cement market – was hit by an appreciable decline in consumption, due to the prolonged recession in the construction sector.
In relation to production operations in Portugal, cement sales stood at 3.8 million tons, up by 2% in volume, but down by 1% in value. The drop in sales on the internal market was offset by an impressive rise in exports.
Consolidated EBITDA: Total of EUR 443.6 M, of which EUR 430.1 M was recurrent in nature.
- Paper and Paper Pulp: Total accrued EBITDA stood at EUR 312.5 M, which represents growth of 17% over 2005, thanks to improved efficiency, increased productivity and the trend in sales prices.
- Cement: total accrued EBITDA stood at EUR 143.8 M, representing a reduction of 7% in relation to 2005; the reduction in EBITDA was smaller, at only 4%.
- Holdings (Semapa and instrumental sub-holdings): negative contribution of EUR 12.7 M fundamentally reflecting structural costs.
Consolidated EBITDA Margin: 28,7%
- Paper and Paper Pulp: margin of 28.9%, representing growth of 3 percentage points over 2005.
- Cement: margin of 30.8%, i.e. margin down by 2.7 percentage points.
Consolidated EBIT: EUR 275,7 M
- Paper and Paper Pulp: EUR 183.2 M, up 27% on 2005.
- Cement: EUR 105.0 M, 12% down on the figure recorded at December 2005.
- Holdings: negative contribution of EUR 12.6 M.
Net Debt: EUR 1 086,1 M
The Semapa Group’s net debt continues to display a downwards trend, with a reduction of EUR 136.3 M from the end of 2005, reflecting the Group’s good performance in generating cash flow.
- PORTUCEL SOPORCEL Group: reduction of EUR 256.1 M from the end of 2005, demonstrating this business area’s strong capacity to generate cash flow, and also the careful management of working capital. In May 2006, Portucel distributed dividends for the financial year of 2005 amounting to EUR 40.3 M; the Group’s net indebtedness will permit it to implement its capital expenditure plans and its development strategy.
- SECIL Group: net debt was down by 30% from12.31.2005 at EUR 138.0 M, despite Secil’s distribution of dividends of EUR 19.5 M in the 1st half of the year and EUR 16.1 M in September.
- Holdings: net debt was up by EUR 178 M, to a total of EUR 468.1 M at year end 2006, due fundamentally to: i) acquisition of a 0.55% stake in EDP; and ii) a 4.7% increase in the Group’s holding in Portucel in November.
Financial Results: EUR-48,5 M
The financial results were substantially better than the accrued results for 2005, with the loss down by 47%. This was achieved thanks essentially to the reduction in accrued financial charges in 2006, resulting from reduction in the Group’s average indebtedness.
Resultados Líquidos Consolidados:EUR 91,4 M
The Consolidated Net Profit before minority interests stood at EUR 164,3 M, of whichEUR 91,4 M is attributable to SEMAPA shareholders..
Leading economic-financial indicators
The comparative consolidated income statement for 2005 has been restated, with the operating result of the Enersis Group (sold off during the last quarter of 2005), for 2005 being included in a separate item for Discontinued Operating Activities.
It should be noted that i) a capital gain of EUR 377 M was generated by this disposal, accounted for in Total EBITDA, thereby explaining the variation in relation to 2005, ii) the disposal only occurred at the end of 2005, and the proceeds of the sale were used to pay off bank borrowing, which explains the reduction in financial charges in 2006, and consequently the variations in the accounts for net profits and cash flow. The accounts for sales, recurrent EBITDA and net debt are directly comparable and show favourable evolution.
| 106Euros | |||||
| 2006 | 2005 Restated |
Var.% 06/05 |
2005 Published | Var. % 06/05 | |
| Turnover | 1.547,0 | 1.490,2 | 4% | 1.529,7 | 1% |
| Other income | 125,8 | 499,7 | (75%) | 445,8 | (72%) |
| Descontinued operating activities | - | 3,8 | - | ||
| Gains and losses | (1.229,2) | (1.288,7) | (5%) | (1.248,7) | (2%) |
| TOTAL EBITDA | 443,6 | 705,1 | (37%) | 726,9 | (39%) |
| Recurrent EBITDA | 430,1 | 405,3 | 6% | 427,1 | 1% |
| Depreciation and impairment losses | (138,0) | (155,7) | (11%) | (169,1) | (18%) |
| Provisions | (29,9) | (3,4) | 775% | - | |
| EBIT | 275,7 | 546,0 | (50%) | 557,8 | (51%) |
| Financial Results | (48,5) | (90,6) | (47%) | (99,0) | (51%) |
| Pre-tax profits | 227,2 | 455,4 | (50%) | 458,8 | (50%) |
| Tax on profits | (62,9) | (56,9) | 11% | (60,1) | 5% |
| Profits retained for the period | 164,3 | 398,5 | (59%) | 398,7 | (59%) |
| Attributable to Semapa shareholders | 91,4 | 334,0 | (73%) | 334,2 | (73%) |
| Attributable to minor interests | 72,9 | 64,5 | 13% | 64,5 | 13% |
| Cash-Flow | 332,2 | 557,6 | (40%) | 567,8 | (41%) |
|
EBITDA margin (% Turnover) |
28,7% |
47,3% | (39%) | 47,5% |
(40%)
|
|
EBIT margin (% Turnover) |
17,8% |
36,6% | (51%) | 36,5% |
(51%)
|
|
Total net assets |
3.535,9 | 3.575,0 | (1%) | 3.473,6 | 2% |
| Net debt | 1.086,1 | 1.222,4 | (11%) | 1.222,4 | (11%) |
NOTES:
- Net debt = non-curent interest bearing debt (Net of loan issue charges) + current interest bearing debt (including debts to shareholders) – cash and c ash equivalents; as per IFRS rules.
Prospects for 2007
As Semapa SGPS is a holding company, its business prospects are largely dependent on the course of its subsidiaries’ affairs:
PORTUCEL / SOPORCEL Group
- The prospects for 2007 are essentially determined by the level of demand for pulp and paper, and may be considered moderately positive. However, Group performance may be significantly influenced by uncertain factors such as the oil price, the dollar and the interest rate.
- Group performance will also be influenced by the need to import timbre in significant quantities, in order to develop better conditions of sustainability in the Portuguese eucalyptus forest in the medium term.
-
In 2006, the Board of Directors of the Portucel Soporcel Group approved plans for a new paper plant at its industrial complex in Setúbal, with nominal capacity of approximately 500 thousand tons/year, representing investment of approximately EUR 490 M.
Once concluded, this project will bolster the Group’s competitive position in the paper market, giving it the capacity it needs to respond to growing demand for its products and brands on the international market. It will also make it possible to strengthen the structural role taken by the Portucel Soporcel Group in the eucalyptus forestry sector, and increase its contribution to the Portuguese economy. It is satisfying to report that this is already a highly significant contribution, representing approximately 2% of manufacturing GDP and 3% of exports of goods.
- The National authorities have notified the European Commission of the fiscal and financial benefits to be granted by the Portuguese State for this project, together with the modernization of the production unit in Figueira da Foz, in accordance with the rules of State aid. It is not yet known what position the European Union will take on these benefits.
SECIL Group
-
Consolidation of the SECIL Group by the proportional method as from 2007: as from 2007 the continued appointment by Semapa of Secil’s chief executive officer and chief financial officer is no longer imposed by the agreements concluded with CRH, the minority shareholder, meaning that from 2007 onwards the financial holding of 51% in Secil will be consolidated by the proportional method; however, the said agreement provides that Semapa will continue to have the right to appoint the majority of the directors and of the members of the Executive Board, together with the chairman of the company’s directors.
Proportional consolidation will result in a proportional reduction in the Secil Group’s assets, liabilities, income and costs appropriated by Semapa, without having any impact on Semapa’s net profits or shareholders’ funds, or on its capacity to distribute dividends.
- Portugal: business in the cement and clinker segment is expected to decline slightly, due to the recession in the sector. However, Secil expects to improve its performance by streamlining production and distribution costs. In other business areas, including ready-mixed, pre-cast concrete and hydraulic lime, business is also expected to evolve in line with expectations for the construction industry; mortar business should develop well.
- Tunisia: trends in cement consumption will most likely be very similar to 2006; Société des Ciments de Gabès expects significant improvements in its production and commercial performance. It is still not known what attitude the Tunisian government will take to price deregulation; in the ready-mixed sector, business is evolving well thanks essentially to the effect of penetration.
- Angola: the market prospects are good, both for the country as a whole and for the southern region, which is Secil-Lobito’s natural market, thanks to expectations of a huge array of projects as part of the process of national reconstruction. Approval from the Council of Ministers is also expected in the first quarter of 2007 for the investment in the new production line, in a project which is to be carried out over three years and creating potential cement production capacity of 700 000 tons per annum, which could be doubled in the near future.
- Lebanon: In late January 2007 Secil acquired a further 21.86% stake in Sibline, giving it a 50.5% holding in the company; this acquisition is part of Secil’s strategy of international expansion, designed to boost the Group’s presence in markets with greater potential for growth in the medium to long term. It is estimated that the market may grow, in view of demand in neighbouring markets and the demand generated by reconstruction work and major projects, depending on political developments in the country and the Middle East region.
Lisbon, 2 March 2007
The Directors
February 16, 2007 - NOTICE OF ANNUAL GENERAL MEETING
I hereby notify the Shareholders of the General Meeting to be held on 21 March 2007, at 11.00 a.m., at the Sana Lisboa Hotel, in Lisbon, at Av. Fontes Pereira de Melo no. 8, given that suitable premises are not available at the registered offices, with the following order of business:
- To receive the Management Report, Balance Sheet and Accounts for the financial year now ended, and to receive the Report and Opinion of the Audit Board;
- To receive the consolidated financial statements for the same financial year;
- To resolve on the allocation of profits;
- To assess in general terms the work of the Company’s directors and auditors;
- To resolve on a proposal from the Board of Directors for the acquisition and disposal of own shares and bonds, and
- To elect the Chairman and Secretary of the General Meeting to hold office until the end of the term of office of the other company officers.
The preparatory information provided for in law will be available for consultation by the Shareholders, at the registered officers and on the company’s website, during the fifteen days prior to the date of the Meeting.
Requirements for attendance and exercise of voting rights:
- In addition to the company officers and the common representative of the bondholders, attendance at and participation in the general meeting is restricted to shareholders with a minimum of 385 shares, the number corresponding to one vote, who no less than five days prior to the date of the meeting file a document proving ownership of the shares and that such ownership has been frozen until the end of the Meeting;
- The general meeting may also be attended by shareholders who, although they have no voting rights, form groups in order to make up the minimum number of shares required and are represented by one of their number;
- Shareholders may be represented at General Meetings by proxies at their discretion;
- Proxy letters from individual shareholders and documents appointing the representatives of corporate shareholders shall be delivered to the chairman of the general meeting no less than five days prior to the date of the meeting.
Shareholders may cast postal votes in accordance with Article 22 of the Securities Code, as follows:
- The envelope containing the voting declarations shall be addressed to the Chairman of the General Meeting, and received at the company by the day before the meeting;
- This envelope shall contain (1) letter addressed to the Chairman of the General Meeting, with notarized signature, expressing the intention to vote, and (2) the voting declarations, one for each item on the order of business, in a separate sealed envelope indicating on the outside the item on the order of business to which it refers.
- Votes cast count as votes against any motions submitted subsequent to their casting.
Lisbon, 15 February 2007
The Chairman of the General Meeting
(Duarte Nuno d'Orey da Cunha)
February 15, 2007 - SEMAPA 98 BONDS - PAYMENT OF COUPON NO. 18 AND PARTIAL REPAYMENT
The holders of SEMAPA 98 bonds are hereby informed that the interest payment relating to coupon no. 18 will be made as from 09 March, together with partial repayment. The principal payer agent is:
| BANCO PORTUGUÊS DE INVESTIMENTO, S.A. | |
| Gross (EUR) | 0,00008276 |
| Corp./personal inc. tax | 0,00001655 |
| Net (EUR) | 0,00006621 |
| Repayment | 0,00250000 |
As required by the Regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 14 February 2007
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
February 5, 2007 - DISCLOSURE
It is hereby disclosed that Dr.Henrique Reynaud Campos Trocado, Chairman of the General Meeting, and Dr. Luís Duarte Silva Marçal, Secretary of the General Meeting, resigned from their respective offices on 2 February 2007.
Lisbon, 5 February 2007.
The Directors
January 31, 2007 - DISCLOSURE - SECIL ACQUIRES MAJORITY HOLDING IN CIMENT DE SIBLINE, SAL
We hereby disclose that Secil – Companhia Geral de Cal e Cimento, SA (SECIL) has acquired, through a wholly owned subsidiary, an additional holding of 21.86% in the share capital and voting rights of Ciment de Sibline SAL (SIBLINE), with registered offices in Beirut, in the Lebanon, for a price of USD 37.3 million.
This acquisition gives Secil a 50.5% share of the voting rights and the share capital in SIBLINE.
Acquisition of this total holding – 50.5% - has represented an investment of USD 65.1 million, corresponding to an Equity Value of USD 128.9 million and an Enterprise Value (EV) of USD 174.4 million. The transaction has an EV/EBITDA multiple of 7.45, considering the estimated figure for EBITDA in 2006.
SIBLINE has annual production capacity for clinker and cement of 950,000 and 1,200,000 tons, respectively. The EV / tons annual capacity for cement was USD 145.3 /tons capacity.
The company also operates in the ready-mixed market through its subsidiary Soime.
Lisbon, 31 January 2007
The Directors
January 23, 2007 - DISCLOSURE - BONDHOLDERS’ COMMON REPRESENTATIVE
We hereby give notice that at the general meeting of bondholders held today, in relation to the “SEMAPA 2006/2016” issue with a total value of 175,000,000 €, Dr. José Sá Coutinho Carvalhosa was appointed as common representative, for a period of 6 months, automatically and successively renewable for equal periods, unless otherwise resolved by the general meeting.
Lisbon, 23 January 2007
The Directors
January 2, 2007 - DISCLOSURE - INVESTOR RELATIONS - QUALIFIED HOLDINGS
As required by Article 17 of the Securities Code, we hereby give notice that the company Credit Suisse International has notified this company that, on 28 December 2006, it purchased 3,290,579 shares in this company, corresponding to 2.78% of the share capital and 2.85% of the non-suspended voting rights, giving it a total holding in Semapa of 23,600,000 shares, corresponding to 19.94% of the share capital and 20.41% of the non-suspended voting rights. It also gave notice that Credit Suisse International is part of Credit Suisse’s investment banking sector, and is controlled by Credit Suisse.
Lisbon, 2 January 2007
The Board of Directors
December 22, 2006 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby give notice that the company BES VIDA, Companhia de Seguros, S.A. has notified this company that, on 20 December 2006, it sold, on the stock exchange, 250,000 shares in Semapa, corresponding to 0.21% of the share capital and 0.22% of the non-suspended voting rights, thereby reducing from the same date its holding in Semapa to below 2% of the non-suspended voting rights, specifically to 1.93% of the share capital.
Lisbon, 22 December 2006
The Board of Directors
November 28, 2006 - DISCLOSURE - COMPANY SECRETARY
We hereby give notice that, by resolution of the Board of Directors of 27 November 2006, Dr. António Duarte Serrão was appointed as company secretary, with Dr. Rui Tiago Trindade Ramos Gouveia remaining as alternate company secretary.
Lisbon, 28 November 2006
The Directors
November 28, 2006 - PRESS RELEASE - REPORT ON RESULTS THROUGH TO SEPTEMBER 2006
The Semapa Group continues to record dynamic performance, with net profits up by 120% through to September 2006, in comparison with the same period in the previous year.
Comparability of information:
In order to present figures and indicators permitting a comparison between quarters, we present, in addition to the 3rd quarter figures released in 2005, a re-stated version of the Semapa Group’s 3rd quarter accounts for 2005 not including full consolidation of the Enersis Group, with the results from the Enersis Group stated under “profits from discontinued operations”.
Indicators:
| IFRS September 2006 |
Re-stated IFRS September 2005 |
Var. % 06/05 |
Original IFRS September 2005 |
Var. % 06/05 |
|
|---|---|---|---|---|---|
| Turnover | 1.150,9 | 1.090,7 | 6% | 1.119,3 | 3% |
| Other income | 91,8 | 72,9 | 26% | 50,2 | 83% |
| Profit from discontinued operations em Descontinuação |
- | 2,7 | - | ||
| Expenses and losses | (904,1) | (863,9) | 5% | (851,6) | 6% |
| Total EBITDA | 338,7 | 302,5 | 12% | 317,9 | 7% |
| Recurrent EBITDA* | 327,7 | 284,4 | 15% | 301,4 | 9% |
| Depreciation and impairment losses por imparidade |
(106,1) | (113,7) | (7%) | (124,8) | (15%) |
| Provisions (reinstatement and reversal) |
(13,7) | (5,7) | 143% | - | |
| EBIT | 218,9 | 183,1 | 20% | 193,1 | 13% |
| Financial Profit | (32,5) | (61,1) | (47%) | (68,3) | (52%) |
| Profits before tax | 186,3 | 122,1 | 53% | 124,8 | 49% |
| Tax on profits | (67,0) | (45,7) | 46% | (48,4) | 38% |
| Retained earnings for the period | 64,5 | 53,9 | 20% | 54,0 | 19% |
| Attributable to Semapa shareholders |
63,6 | 28,9 | 120% | 29,0 | 119% |
| Attributable to minority interests |
55,8 | 47,4 | 18% | 47,5 | 18% |
| Cash-Flow | 239,2 | 195,7 | 22% | 201,3 | 19% |
| EBITDA margin (% turnover) |
29,4% | 27,7% | 6% | 28,4% | 4% |
| EBIT margin (% turnover) |
19,0% | 16,8% | 13% | 17,3% | 10% |
| IFRS 30.09.2006 |
Re-stated IFRS 31.12.2005 |
Var. % | Original IFRS 31.12.2005 |
Var. % | |
|---|---|---|---|---|---|
| Total net assets | 3.550,2 | 3.575,0 | (1%) | 3.473, | 2% |
| Net debt | 1.094,1 | 1.222,4 | (10%) | 1.222,4 | (10%) |
Contribution by Business Segment:
| Cement | Paper and Pulp | Holdings | Consolidated | |
|---|---|---|---|---|
| Turnover | 356,8 | 794,2 | - | 1.150,9 |
| Total EBITDA | 114,4 | 235,0 | (10,7) | 338,7 |
| Recurrent EBITDA | 105,6 | 232,8 | (10,7) | 327,7 |
| Depreciation and impairment losses | (26,5) | (79,5) | (0,1) | (106,1) |
| Provisions (reinstatement and reversal) | (1,1) | (12,6) | (0,0) | (13,7) |
| EBIT | 86,8 | 142,9 | (10,8) | 218,9 |
| Financial profit | (1,5) | (20,6) | (10,4) | (32,5) |
| Profits before tax | 85,3 | 122,2 | (21,2) | 186,3 |
| Tax on profits | (25,6) | (41,7) | 0,3 | (67,0) |
| Retained earnings for the period | 59,7 | 80,6 | (20,9) | 119,4 |
| Attributable to Semapa shareholders | 30,4 | 54,0 | (20,9) | 63,6 |
| Attributable to minority interests | 29,3 | 26,6 | - | 55,8 |
| Cash-Flow | 87,3 | 172,7 | (20,8) | 239,2 |
| EBITDA margin (% Turnover) | 32,1% | 29,6% | 29,4% | |
| EBIT margin (% Turnover) | 24,3% | 18,0% | 19,0% | |
| Total net assets | 914,3 | 2.332,1 | 303,8 | 3.550,2 |
| Net debt | 142,8 | 567,0 | 384,3 | 1.094,1 |
NOTA: indicators by business segment may differ from those presented individually by each Group, as a result of consolidation adjustments made.
Accumulated consolidated Sales and services: 1.150,9 millions euros
The figure of 1,150.9 million euros represents growth of 6% over the same period in 2005.
- SECIL Group (Cement)
Despite the drop in demand for cement in Portugal, the Group’s main market, the Secil Group’s accrued sales up to September (356.8 million euros) went against the overall trend, and represent an increase of 3% in sales in comparison with the same period in 2005, thanks mainly to good performance in exports, and also to changes in the set of companies included in the consolidated accounts. Cement sales grew by 1% in volume over the same period in 2005.
- PORTUCEL SOPORCEL Group (Paper and Paper Pulp)
In the period in question, the Group recorded sales of 634.4 thousand tons of paper, up by 4% on the same period in the previous year, as well as pulp sales of 426.9 thousand tons, at practically the same level as in the same period in 2005.
Year on year, unit prices for paper and pulp were up by 3% and 10% respectively.
Consolidated turnover in paper and paper pulp in the first three quarters of 2006 stood at 794.2 million euros, representing growth of 7% over the same period in the previous year. These figures reflect positive trends in sales of paper, and also in unit prices, for both paper and paper pulp.
Consolidated EBITDA: Total of 338.7 million euros, of which 327.7 million euros is recurrent.
- Cement: total accrued EBITDA stood at 114.4 million euros, down by 8% on the same period in 2005;
- Paper and Paper Pulp: total accrued EBITDA stood at 235.0 million euros, up by 23% on the same period in the previous year.
- Holding companies (Semapa SGPS and instrumental holding companies): negative contribution of 10.7 million euros, representing overheads borne, down by 10% on the costs recorded in the same period in 2005.
Consolidated EBITDA Margin: 29,4%
- Cement: the margin was down by approximately 32.1% on the same period in 2005;
- Paper and Paper Pulp: up to 29.6%, which represents growth of 16% over the same period in 2005.
Consolidated EBIT: 218.9 million euros
- Cement: 86.8 million euros, 9% below the figures reported in September 2005;
- Paper and Paper Pulp: : 142.9 million euros, up by 43% on 3rd quarter figures for 2005;
- Holding companies: negative contribution of 10.8 million euros.
Net Debt: 1.094,1 million euros
The SEMAPA Group’s net debt continues to decrease, and was down by 128.3 million euros on the end of 2005, illustrating the Group’s good performance in terms of cash flow generation.
- SECIL Group: net debt was down by 27% in relation to 31.12.2005, and currently stands at 142.8 million euros, despite Secil having distributed dividends of 19.5 million euros during the 1st half of 2006 and 16.1 million euros in September;
- PORTUCEL SOPORCEL Group: down by 169.1 million euros from the end of 2005, reflecting the Group’s excellent capacity to generate cash flow in this sector, and also the careful management of working capital. In May 2006, Portucel distributed dividends of 40.3 million euros in relation to the financial year of 2005.
- Holding companies: net debt stood at 384.3 million euros.
Financial Results: s -32.5 million euros
Financial results were substantially better than those accrued to September 2005, and the loss was down by 47%. This was achieved thanks to a reduction in accrued financial costs in the first nine months of 2006, which reflect a reduction in Group debt of 350 million euros after the disposal of the holding in Enersis in December 205, as well as the Group’s ability to generate cash flow.
RConsolidated Net Profits: 63.6 million euros
Consolidated net profits before minority interests stood at 119.3 million euros, of which a total of 63.6 million euros is attributable to SEMAPA equity holders. This represents growth of 120% over the figure recorded for the same period in 2005.
Lisbon, 28 November 2006
The Directors
November 13, 2006 - SEMAPA 2006 BONDS 2ND ISSUE - PAYMENT OF COUPON NO. 1
We hereby inform the holders of SEMAPA 2006 Bonds that the interest relating to coupon no. 1 will be paid as from 30 November next, the principal paying agent being
| BANCO BPI, S.A. | |
| Gross (EUR) | 22.23958333 |
| Income/Corporation tax | 4.44791667 |
| Net (EUR) | 17.79166666 |
In accordance with the regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMDOE).
Lisbon, 13 November 2006
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
October 19, 2006 - DISCLOSURE - MANAGEMENT AND AUDITING STRUCTURE OF THE COMPANY - COMPANY OFFICERS
We hereby give notice that at the general meeting held yesterday it was resolved to maintain the structure consisting of a Board of Directors and an Audit Board, as provided for in Article 278.1 a) of the Companies Code, and to alter the auditing model for the company, which now comprises as audit board and a separate official auditor, without a seat on the audit board, as provided for in Article 413.1 b) of the same Code.
The Meeting also resolved, as regards the officers of the General Meeting and the auditing of the company:
- To elect Mr. Luís Duarte Silva Marçal as Secretary of the General Meeting;
- To retain the existing Official Auditor, and the alternate Official Auditor, without their being members of the Audit Board;
- To appoint the remaining member of the Audit Board, Mr. Duarte Nuno d’Orey da Cunha, as Chairman of the said board, and to elect Messrs. Miguel Camargo de Sousa Eiró and Gonçalo Nuno Palha Gaio Picão Caldeira as members, and Ms. Marta Isabel Guardalino da Silva Penetra as alternate member;
The officers of the General Meeting, the members of the Audit Board and the Official Auditor are therefore the following:
General Meeting:
Chairman: Mr. Henrique Reynaud Campos Trocado
Secretary: Mr. Luís Duarte Silva Marçal
Audit Board:
Chairman: Mr. Duarte Nuno d’Orey da Cunha
Full members: Mr. Miguel Camargo de Sousa Eiró
Mr. Gonçalo Nuno Palha Gaio Picão Caldeira
Alternate member: Ms. Marta Isabel Guardalino da Silva Penetra
Official Auditor:
Full: PricewaterhouseCoopers & Associados – SROC, Lda, represented by Mr. Abdul Nasser Abdul Sattar or by Ms. Ana Maria Ávila de Oliveira Lopes Bertão
Alternate: Dr. Jorge Manuel Santos Costa (ROC)
It was also resolved at the same general meeting to increase the number of directors from eleven to thirteen and to elect Messrs. José Miguel Pereira Gens Paredes and Paulo Miguel Garcês Ventura as directors, until the end of the current term of office of the other company officers.
Lisbon, 19 October 2006
The Directors
September 29, 2006 - PRESS RELEASE - INFORMATION ON FIRST HALF RESULTS 2006
In the first half of 2006, the SEMAPA Group’s performance may be regarded as positive overall, despite an economic climate characterized by moderate growth in the European economy, and a sluggish economy in Portugal. Semapa recorded net profits of approximately 33.2 million euros, representing an increase of 59% on the same period in the previous year.
Comparability of information:
As duly disclosed to the market, Semapa sold off its 89.9% holding in the Enersis Group at the end of the previous year.
In order to allow for comparability between the figures and indicators for the first halves of 2005 and 2006, we present not only the original version of the results for 2005 as originally published, but also a restated version of the Semapa Group’s consolidated accounts for the 1st half of 2005, not including full consolidation of the Enersis Group, and with the results of this Group reflected in a single line identified as “Discontinued operations”. In addition, adjustments have been made as a result of changes made in the course of the first half of 2006 to accounting policies for CO2 emission rights and leases.
Indicators:
| IFRS 1st Half 2006 |
Restated IFRS 1st Half 2005 |
% Var. 06/05 |
Original IFRS 1st Half 2005 |
% Var. 06/05 |
|
|---|---|---|---|---|---|
| Sales | 767,3 | 732,6 | 5% | 751,4 | 2% |
| Other income | 61,6 | 65,4 | (6%) | 42,8 | 44% |
| Descontinued operations | - | 1,8 | - | ||
| Gains and loses | (618,1) | (602,4) | 3% | (582,0) | 6% |
| Total EBITDA | 210,8 | 197,4 | 7% | 212,2 | (1%) |
| Recurrent EBITDA* | 198,2 | 179,4 | 11% | 194,2 | 2% |
| Depreciation and impairment losses |
(69,0) | (80,0) | (14%) | (87,6) | (21%) |
| Provisions (increases and reversion) |
(13,3) | 0,3 | (4657%) | 0,3 | (4657%) |
| EBIT | 128,5 | 117,7 | 9% | 124,9 | 3% |
| Financial Results | (22,5) | (35,7) | (37%) | (39,9) | (44%) |
| Pre-tax profits | 106,1 | 82,0 | 29% | 85,0 | 25% |
| Tax on profits | (41,5) | (28,1) | 48% | (31,0) | 34% |
| Profits retained from the period | 64,5 | 53,9 | 20% | 54,0 | 19% |
| Attributable to Semapa equity holders |
33,2 | 20,9 | 59% | 20,9 | 59% |
| Attributable to Minority Interests |
31,3 | 33,1 | (5%) | 33,1 | (5%) |
| Cash-Flow | 146,8 | 133,6 | 10% | 141,3 | 4% |
| EBITDA Margin (% sales) |
27,5% | 26,9% | 2% | 28,2% | (3%) |
| EBIT Margin (% sales) |
16,8% | 16,1% | 4% | 16,6% | 1% |
| IFRS 30.06.2006 |
Restated IFRS 31.12.2005 |
% Var. | Original IFRS 31.12.2005 |
% Var. | |
|---|---|---|---|---|---|
| Total net assets | 3.502,6 | 3.575,0 | (2%) | 3.473,6 | 1% |
| Net Debt | 1.192,1 | 1.222,4 | (2%) | 1.222,4 | (2%) |
Contribution by each Business Area
| Cement | Paper and Pulp | Holdings | Consolidated | |
|---|---|---|---|---|
| Sales | 237,8 | 529,5 | - | 767,3 |
| Total EBITDA | 70,4 | 149,1 | (8,6) | 210,8 |
| Recurrent EBITDA | 59,8 | 147,1 | (8,6) | 198,2 |
| Depreciation and impairment losses | (17,7) | (51,2) | (0,1) | (69,0) |
| Provisions (increases and reversion) | (2,0) | (11,3) | - | (13,3) |
| EBIT | 50,7 | 86,5 | (8,7) | 128,5 |
| Financial Results | (0,3) | (16,0) | (6,2) | (22,5) |
| Pre-tax profits | 50,4 | 70,5 | (14,9) | 106,1 |
| Tax on profits | (16,3) | (25,7) | 0,4 | (41,5) |
| Profits retained from the period | 34,1 | 44,9 | (14,5) | 64,5 |
| Attributable to Semapa equity holders | 17,6 | 30,1 | (14,5) | 33,2 |
| Attributable to Minority Interests | 16,6 | 14,8 | - | 16,8 |
| Cash-Flow | 53,8 | 107,4 | (14,4) | 146,8 |
| EBITDA Margin (% sales) | 29,6% | 28,1% | 27,5% | |
| EBIT Margin (% sales) | 21,3% | 16,3% | 16,8% | |
| Total net assets | 916,5 | 2.300,1 | 286,1 | 3.502,6 |
| Net Debt | 155,8 | 664,4 | 371,8 | 1.192,1 |
NB: The values of the indicators per business segment may differ from those presented individually by each Group, as a result of the consolidation adjustments made.
Goodwill on the acquisition of the holdings in Secil and Portucel Soporcel, and the financial investments made by the holdings (Semapa SGPS and the instrumental sub-holdings) account for most of the value of the net assets of the holdings.
Consolidated Sales and Services: 767.3 million euros
- SECIL Group (Cement)
Despite the sharp drop in demand for cement in the Group’s main market – the Portuguese market - the Group’s sales up to June – 237.8 million euros – bucked the trend, and were up by 5% on the same period in the previous year, thanks fundamentally to good performance in exports, as well as to changes in the companies included in the consolidated accounts. Cement sales grew by 1% in volume.
- PORTUCEL SOPORCEL Group (Paper and Paper Pulp)
Paper sales were up by 4.6% on the same period in the previous year, as a result of: i) an increase in sales by quantity, up by 2.6% to 495 thousand tons, and ii) a rise of 2.2% in average sale prices.
Pulp sales were down by 3.2% in comparison with the same period in the previous year, due to the fact that, unlike in 2005, all the Portucel / Soporcel Group’s plants made their annual maintenance stoppages in the first half of the year; however, thanks to a rise of 11.3% in the average pulp price during the 1st half of 2006,, in comparison with the same period in 2005, pulp sales grew by 7.7% in value.
In the first half of 2006, the Portucel Group’s consolidated sales totalled 530 million euros, representing growth of 4.7% over the same period in the previous year.
Consolidated EBITDA and the EBITDA margin: 210.8 million euros in total, of which 198.2 million euros was recurrent, and a total EBITDA margin of 27.5%
- Cement: total EBITDA stood at 70.4 million euros, down by 15% on the same period in the previous year. However, this account includes non-recurrent items, notably the gains on the disposal of non-current assets – approximately 12 million euros in 2005 and 17 million euros in 2005; if this effect is eliminated, recurrent EBITDA is down by only 8%.
- Paper and Paper Pulp: total EBITDA stood at 149.1 million euros; the total EBITDA margin was 28.1%, representing growth of 4 percentage points in comparison with the same period in 2005.
- Holdings (SEMAPA SGPS and instrumental sub-holdings): negative contribution of 8.6 million euros, reflecting overheads.
Consolidated EBIT: 128.5 million euros
- Cement: 50.7 million euros;
- Paper and Paper Pulp: 86.5 million euros; this includes 11.3 million euros in increased provisions;
- Holdings: negative contribution of 87 million euros.
Net debt: 1,192.1 million euros
The SEMAPA Group’s net debt continues to diminish, and was down by approximately 30 million euros in comparison with the figure recorded at the end of 2005, reflecting the Group’s capacity to generate funds.
- SECIL Group: net debt was down by approximately 40 million euros from the level recorded at 31.12.2005, despite the distribution of dividends totalling 19.5 million euros during the 1st half of 2006;
- PORTUCEL SOPORCEL Group: down by approximately 72 million euros from the end of 2005, reflecting a healthy capacity for generating cash flow and careful management of the Group’s working capital. In May 2006, Portucel distributed dividends of 40.3 million euros for the financial year of 2005.
Financial Results: -22.5 million euros
Financial results were substantially better than the accrued figure for the first half of 2005, with a reduction of 37% in the respective loss. This was due essentially to a reduction in financial charges up to June 2006, reflecting a reduction in the Group’s indebtedness of 350 million euros after the disposal of the holding in Enersis in December 2005.
Consolidated Net Profit: 33.2 million euros
SEMAPA recorded consolidated net profits of 33.2 million euros, up by 59% on the 1st half of the previous year.
Prospects for the 2nd Half and subsequent developments:
In the absence of any significant changes in the main economies, so significant alteration is expected in the Group’s performance in the course of the 2nd half of 2006.
With the publication of Decree-Law 143/2006, of 28 July 2006, the model has been defined for the third phase in the Portucel privatization process, consisting of the sale by the State of shares representing up to 25.72% of the share capital. Resolution of the Council of Ministers 112/2006, of 12 September, set the final and general terms for each of the forms of disposal established in the Decree-Law; the specific terms have yet to be fixed.
Lisbon, 29 September 2006
The Directors
September 29, 2006 - DISCLOSURE - COMPANY OFFICERS
We hereby give notice that Dr. Rafael Caldeira Castel-Branco Valverde, member of the Audit Board, and Eng. Jorge Manuel de Mira Amaral, secretary of the General Meeting, have both resigned from office with effect from 18 October 2006.
Lisbon, 29 September 2006
The Company Secretary
Paulo Miguel Garcês Ventura
September 13, 2006 - NOTICE
NOTICE OF GENERAL MEETING
I hereby notify the Shareholder of the General Meeting to be held on 18 October 2006, at 11.00 a.m., at the Hotel Ritz, in Lisbon, at Rua Rodrigo da Fonseca no. 88, due to the company’s offices not offering satisfactory accommodation, with the following order of business:
- To resolve on the structure of the board of directors and of the audit body, in the light of recent amendments to the Companies Code approved by Decree-Law 76-A/2006, of 29 March;
- To resolve on the amendment of the Articles of Association, specifically of Article 2.2, Article 9.7, Article 11.1, Article 14.2, paras. 3, 4, 5 and 6 of Article 15, Articles 18 and 19, and on the introduction of a para. 9 in Article 9, a para.7 in Article 15 and a new Article 22.
- To resolve, if applicable, on the election of the officers of the General Meeting, the members of the Audit Board and the Official Auditor, as may be necessary in the light of the resolution adopted in respect of the structure of the company’s board of directors and audit body, and in view of any vacancies which may arise as a result of the new rules on incompatibility and independence resulting from the recent amendments to the Companies Code; and
- To resolve on increasing the number of directors from eleven to thirteen and to elect two directors to hold office until the end of the current term of office of the other company officers.
The preparatory information provided for in law will be available for consultation by the Shareholders, at the registered officers and on the company’s website, during the fifteen days prior to the date of the Meeting. The proposal for amendment of the articles of association is available as from this date.
Requirements for attendance and exercise of voting rights:
- In addition to the company officers and the common representative of the bondholders, attendance at and participation in the general meeting is restricted to shareholders with a minimum of 385 shares, the number corresponding to one vote, who no less than five days prior to the date of the meeting file a document proving ownership of the shares and that such ownership has been frozen until the end of the Meeting;
- The general meeting may also be attended by shareholders who, although they have no voting rights, form groups in order to make up the minimum number of shares required and are represented by one of their number;
- A shareholder may only be represented at the general meeting by his or her spouse, relatives in the direct ascending or descending line, by a member of the board of directors or by another shareholder, except for corporate shareholders, which may delegate a representative as they see fit;
- Proxy letters from individual shareholders and documents appointing the representatives of corporate shareholders shall be delivered to the chairman of the general meeting no less than five days prior to the date of the meeting.
Shareholders may cast postal votes in accordance with Article 22 of the Securities Code, as follows:
- The envelope containing the voting declarations shall be addressed to the Chairman of the General Meeting, and delivered to the registered offices or sent there by registered letter with recorded delivery;
- This envelope must be received at the company no less than three days prior to the date of the meeting;
- This envelope shall contain (1) the voting declarations, one for each item on the order of business, in a separate sealed envelope indicating on the outside the item on the order of business to which it refers and (2) letter addressed to the Chairman of the General Meeting, with notarized signature, expressing the intention to vote.
Lisbon, 8 September 2006
The Chairman of the General Meeting
(Henrique Reynaud Campos Trocado)
August 16, 2006 - NOTICE
NOTICE
SEMAPA 98 BONDS
PAYMENT OF COUPON NO. 17
The holders of SEMAPA 98 bonds are hereby informed that interest will be paid relating to coupon no. 17 on 09 September 2006, the principal payer agent being:
| BANCO PORTUGUÊS DE INVESTIMENTO, S.A. | |
| Gross (EUR) | 0,00007124 |
| Income/Corporation Tax | 0,00001425 |
| Net (EUR) | 0,00005699 |
In accordance with the regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 16 August 2006
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
July 13, 2006 - DISCLOSURE
DISCLOSURE
Portucel – Empresa Produtora de Pasta e Papel, S.A., in which Semapa owns a significant holding, signed four investment contracts yesterday with the Portuguese Investment Agency, with a view to modernization of the Cacia, Figueira da Foz and Setúbal plants, so as to meet environmental performance standards in excess of those required by law, and also for the construction of a new paper plant, located in Setúbal, with annual capacity of no less than 500,000 tons. The contracts relating to the modernisation of the Figueira da Foz plant and the construction of the new industrial plant also include fiscal benefits agreements, meaning that they will only take effect on receipt of notification that the European Commission has considered the tax incentive compatible with the Common Market. The financial and fiscal incentives have a total value of 175 million euros, although they are conditional on the contractual objectives being met. Under the terms of Article 4.1 of Decree-Law 203/2003, of 10 September 2003, Semapa was also party to two of these contracts.
Lisbon, 13 July 2006
The Directors
July 13, 2006 - DISCLOSURE
PRIVILEGED INFORMATION
At the general meeting of Portucel – Empresa Produtora de pasta e Papel, S.A., in which company Semapa has a significant holding, a motion was today carried amending various items in the articles of association, eliminating the different share categories and abolishing the limitations on voting rights. However, the meeting also resolved that these amendments would only take effect on termination of the privatisation of the company, currently underway, or on 15 November 2006, whichever occurs first..
Lisbon, 13 July 2006
The Directors
June 27, 2006 - DISCLOSURE
DISCLOSURE
COMPANY SECRETARY
We hereby disclose that, by resolution of the Board of Directors, Dr. Rui Tiago Trindade Ramos Gouveia has been appointed alternate company secretary, Dr. Paulo Miguel Garcês Ventura remaining in the office of company secretary (effective)
Lisbon, 27 June 2006
The Company Secretary
Paulo Miguel Garcês Ventura
June 26, 2006 - DISCLOSURE
DISCLOSURE
We hereby disclose that the Company has contracted a commercial paper programme for up to a maximum of 175,000,000 €, with a maturity of ten years, with a banking syndicate led by Banco Espírito Santo de Investimento, S.A., and by Caixa –Banco de Investimento, S.A..
With this operation, Semapa has concluded the process of reorganizing its financial borrowing.
Lisbon, 26 June 2006
The Directors
May 30, 2006 - ANNOUNCEMENT
PRESS RELEASE
INFORMATION ON FIRST QUARTER RESULTS 2006
Despite the particularly acute economic difficulties currently being experienced in Portugal, we may regard the SEMAPA Group’s performance in the 1st quarter of 2006 as positive overall.
Comparability of information:
As duly disclosed to the market, Semapa disposed of its 89.9% holding in the Enersis Group at the end of the previous financial year.
In order to provide comparable figures and indicators for the quarter and for the same quarter in 2005 (IFRS-compliant figures in both cases), in addition to the version originally presented when the 2005 results were disclosed, we also present an adjusted version of the Semapa Group’s consolidated accounts for the first quarter of 2005 not including full line-by-line consolidation of the Enersis Group. The after-tax profits of this Group are stated separately under “Profits from discontinued operations”, as required by IFRS 5.
Indicators:
| 106Euros | |||||
| IFRS 1st Quarter 2006 | Adjusted IFRS 1st Quarter 2005 |
Var. % 06/05 |
Original IFRS 1sr Quarter 2005 | Var.06/05 | |
| Turnover | 373,9 | 356,1 | 5% | 365,0 | 2% |
| Other income | 7,3 | 6,2 | 18% | 6,2 | 17% |
| Profit from discontinued operations | - | (1,4) | - | ||
| Expenses and losses | (279,4) | (266,4) | 5% | (268,0) | 4% |
| Total EBITDA | 101,8 | 94,5 | 8% | 103,2 | (1%) |
| Recurrent EBITDA | 101,8 | 95,9 | 6% | 103,2 | (1%) |
| Depreciation and impairment losses | (39,6) | (44,7) | (11%) | (50,2) | (21%) |
| EBIT | 62,2 | 49,8 | 25% | 52,9 | 17% |
| Financial Profit | (13,3) | (18,5) | (28%) | (21,8) | (39%) |
| Profits before tax | 48,9 | 31,3 | 56% | 31,1 | 57% |
| Taxon profits | (14,0) | (8,7) | 62% | (8,8) | 60% |
| Retained earning for the period | 34,9 | 22,6 | 54% | 22,3 | 56% |
| Attributable to Semapa shareholders | 18,5 | 12,0 | 53% | 12,0 | 53% |
| Attributable to minority interests | 16,4 | 10,6 | 55% | 10,3 | 60% |
| Cash flow | 74,5 | 67,3 | 11% | 72,5 | 3% |
| EBITDA margin (% turnover) | 27,2% | 26,5% | 3% | 28,3% | (4%) |
| EBIT margin (% turnover) | 16,6% | 14,0% | 19% | 14,5% | 15% |
| 106Euros | |||
| 31.03.2006 | 31.12.2005 | Var. % | |
| Total net assets |
3.372,2
|
3.473,6
|
(3%)
|
| Net debt |
1.184,1
|
1.222,4
|
(3%)
|
Contribution by business segment:
| 106Euros | ||||
| Cement | Paper and Pulp | Holdings | Consolidated | |
| Turnover |
115,4
|
258,5
|
-
|
373,9
|
| Total EBITDA |
29,1
|
76,8
|
(4,1)
|
101,8
|
| Depreciation and impairment losses |
(8,3)
|
(31,2)
|
(0,0)
|
(39,6)
|
| EBIT |
20,7
|
45,5
|
(4,1)
|
62,2
|
| Financial Profit |
(0,5)
|
(9,2)
|
(3,6)
|
(13,3)
|
| Profits before tax |
20,3
|
36,3
|
(7,7)
|
48,9
|
| Tax on profits |
(5,8)
|
(8,2)
|
(0,0)
|
(14,0)
|
| Retained earnings for the period |
14,5
|
28,1
|
(7,7)
|
34,9
|
| Attributable to Semapa shareholders |
7,3
|
18,9
|
(7,7)
|
18,5
|
| Attributable to minority interests |
7,2
|
9,2
|
-
|
16,4
|
| Cash flow |
22,8
|
59,3
|
(7,7)
|
74,5
|
|
EBITDA margin (% turnover) |
25,2% |
29,7%
|
|
27,2%
|
|
EBIT margin (% turnover) |
18,0% |
17,6%
|
|
16,6%
|
|
Total net assets |
834,3
|
2.225,2
|
312,8
|
3.372,2
|
| Net debt |
196,9
|
683,9
|
303,4
|
1.184,1
|
NB: The indicators by business segment may differ from those presented individually by each Group, as a result of consolidation adjustments made.
Consolidated sales and services: 373.9 million euros
q SECIL Group(Cement)
Despite the downward trend in cement demand on the domestic market (consumption on the domestic market is estimated to be down by approximately 6% from the same period in 2005), accrued sales up to March stood at 115.4 million euros, representing growth of 9% over the same period in 2005.
q PORTUCEL SOPORCEL Group (Paper and Paper pulp)
Sales over the period totalled 239.8 thousand tons of paper, up by 3.8% on the same period in the previous year, and 141.3 thousand tons of paper pulp, which represents a decline of 11% on 2005. There was a slight recovery in average sale prices for paper, in comparison with the trends in recent months, and prices were up by approximately 0.4% on those in the same period in 2005. In pulp, the average sale price was 19.4% up on that in the equivalent period in 2005.
Turnover in paper and paper pulp in the first quarter of 2005 totalled 258.5 million euros, representing growth of 3.3% over the same period in the previous year. Sales in this business area were positively affected by growth in the volume of paper sales and the increase in the pulp price.
Consolidated EBITDA : 101.8 million euros
q Cement: accrued EBITDA stood at 29.1 million euros, representing a decline of 7% over the same period in 2005;
q Paper and paper pulp: accrued EBITDA stood at 76.8 million euros, representing growth of 17% over the same period in the previous year.
Consolidated EBITDA margin : 27,2%
q Cement: the margin fell to 25.2%.
q Paper and paper pulp : the margin grew to 29.7%.
Consolidated EBIT: 62.2 million euros
q Cement: 20.7 million euros, 13.8% up from the accrued figures up to March 2005;
q Paper and paper pulp: 45.5 million euros, up 35% on the figures for the first quarter of 2005;
q Holdings: negative contribution of 4.1 million euros.
Net debt: 1,184.1 million euros
The SEMAPA Group’s net borrowing continued to decrease, down by approximately 38.3 million from the figure recorded at year-end 2005, demonstrating the Group’s capacity for generating funds.
q SECIL Group: Net debt remain practically unchanged from 31.12.2005, although the Group distributed dividends totalling 19.5 million euros during the 1st quarter of 2006;
q PORTUCEL SOPORCEL Group: down by 52.3 million euros since the end of 2005, reflecting the Group’s excellent capacity for generating cash flow. Note that in May 2006 Portucel distributed dividends of 40.3 million euros in relation to the financial year of 2005.
q Holdings: net debt grew by 13.3 million in relation to the end of the previous period.
Consolidated net profits: 18.5 million euros
Consolidated net profits before minority interests stood at 34.9 million euros, of which 18.5 million euros are attributable to SEMAPA shareholders. This figure represents an increase of 53% over that recorded for the 1st quarter of 2005.
As duly disclosed at the time, on 3 April 2006 the Annual General Meeting resolved to distribute a dividend of 42 cents per share, which was processed during April 2006.
Lisbon, 30 May 2006
The Directors
April 21, 2006 - ANNOUNCEMENT
ANNOUNCEMENT
Market Disclosure
SEMAPA - SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A. gives notice that on 20 April 2006 it made a bond issue of 175,000,000 euros, for private subscription.
The issue has a maturity of 10 years and will be repaid in a single instalment, in April 2016.
The issue replaces the SEMAPA Group’s existing debt, and is part of a programme to reorganize the Company’s financial debt, by significantly increasing its maturity.
The issue was led by Banco Espírito Santo de Investimento, S.A. and by Caixa – Banco de Investimento, S.A..
SEMAPA also gives notice that an application for the listing of the bonds will be made to Eurolist by Euronext of Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A..
Lisbon, 21 April 2006
The Directors
April 17, 2006 - ANNOUNCEMENT
ANNOUNCEMENT
Disclosure of privileged information
As required by Article 248 of the Securities Code, notice is hereby given that the proceedings of the annual general meeting, held on 17 April 2006, of Portucel – Empresa Produtora de Pasta e Papel, SA, in which Semapa has a holding of 67.1%, were adjourned prior to the item on the order of business dealing with the amendments to be made to the articles of association of Portucel, which, amongst other things, envisage removing the limits on the votes of shareholders holding ordinary shares. The meeting decided to resume the proceedings on 13 July.
Lisbon, 17 April 2006
The Directors
April 10, 2006 - DICLOSURE
DISCLOSURE
PAYMENT OF DIVIDENDS
The Shareholders are hereby informed that the dividends relating to the financial year of 2005, allocated by resolution of the General meeting of 3 April 2006, will be paid on 27 April 2006, as follows
Shareholders
Gross dividend 0,420
Income/Corporation tax (20%) 0,084
Net dividend 0,336
The dividends will be paid through the Securities Central (Central de Valores Mobiliários), in accordance with the respective regulations. For the purposes of exemption from personal income tax (IRS) or corporation tax (IRC), or from deduction of tax at source, Shareholders are required to confirm their fiscal status with the depositaries of their shares.
Lisbon, 10 April 2006
Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.
The Director
Illegible signature
April 3, 2006 - DICLOSURE
DISCLOSURE
APPOINTMENT OF COMPANY OFFICERS
As required by Article 3 f) of Securities Market Commission Regulations no. 4/2004, we hereby give notice that at the general meeting of the company held on 3 April 2006, the following were elected to corporate office in the company, for the four year period ending 31-12-2009:
General Meeting
Chairman – Dr. Henrique Reynaud Campos Trocado
Secretary - Eng. Jorge Manuel de Mira Amaral
Audit Board
Chairman
- PricewaterhouseCoopers & Associados – SROC, Lda, representada pelo Dr. Abdul Nasser Abdul Sattar ou pela Drª Ana Maria Ávila de Oliveira Lopes Bertão
Full Members
- Dr. Rafael Caldeira Castel-Branco Valverde
- Dr. Duarte Nuno D´Orey da Cunha
Alternate Member
- Dr. Jorge Manuel Santos Costa (ROC)
Board of Directors
Chairman
- Pedro Mendonça de Queiroz Pereira
Directors
- Maria Maude Mendonça de Queiroz Pereira Lagos
- Eng. Carlos Eduardo Coelho Alves
- Dr. José Alfredo de Almeida Honório
- Dr. Francisco José Melo e Castro Guedes
- Drª Rita Maria Lagos do Amaral Cabral
- Eng. António da Nóbrega de Sousa da Câmara
- Dr. António Paiva de Andrada Reis
- Dr. Carlos Maria Cunha Horta e Costa
- Dr. Fernando Maria Costa Duarte Ulrich
- Eng. Joaquim Martins Ferreira do Amaral
Remuneration Committee:
- Dr. António Mota de Sousa Horta Osório
- Egon Zehnder, representada por Dr. José Gonçalo Maury
- Eng. Frederico José da Cunha Mendonça e Meneses
Lisbon, 3 April 2006
The Company Secretary
Paulo Miguel Garcês Ventura
April 3, 2006 - DISCLOSURE
DISCLOSURE
GENERAL MEETING DECISIONS
We are pleased to announce that the Annual General Meeting of Shareholders of this company, held on 3 April 2006, approved the individual and consolidated report and financial statements for the financial year of 2005, resolved to distribute a dividend of 42 cents per share, elected the Company Officers for the period 2006-2009 and approved the amendment of paragraphs 5 and 8 of Article 9 of the Articles of Association, in order to permit proof of ownership of shares and proxy letters to be submitted up to five days prior to the date of general meetings.
Lisbon, 3 April 2006
The Directors
March 29, 2006 - DISCLOSURE
DISCLOSURE
GENERAL MEETING OF PORTUCEL
Semapa has decided not to be represented at the General Meeting of Portucel, called for 29 March, in order to permit the continuation of its negotiations with the State on the amendments to the articles of association of Portucel, which negotiations it has not yet been possible to conclude, contrary to expectations.
Semapa hopes to be able to conclude these negotiations by the next General Meeting of Portucel, which has already been called for 17 April.
Lisbon, 29 March 2006
The Directors
March 17, 2006 - PRESS RELEASE
PRESS RELEASE - 2005 RESULTS
Business in 2005
The most significant development in the SEMAPA Group’s business affairs in 2005 was the sale to the Babcock & Brown Group of its entire holding in its subsidiary Enersis II, the company operating in the renewable energy sector, for an enterprise value of 1.005 billion Euros, generating a cash inflow for the Group of 420.8 million euros and a capital gain of 384.6 million Euros. Following on from this decision, the Group has concentrated its activities in two business areas: Cements and Derivatives, and Paper and Paper Pulp. The Group continued committed to consolidating and strengthening its position, seeking at all times to achieve efficiency and productivity gains, in an economic climate which cannot be regarded as favourable.
Leading economic and financial indicators by Business Area
| Business Area | 106Euros | ||||
| Cement | Paper and Pulp |
Renewable Energy |
Holdings | Consolidated | |
| Turnover | 461 | 1.029 | 39 | - | 1.530 |
| Total EBITDA | 153 | 261 | 33 | 280 | 727 |
| Recurrent EBITDA | 137 | 261 | 33 | (4) | 427 |
| Depreciation and impayment | (34) | (119) | (16) | (0) | (169) |
| losses | |||||
| EBIT | 119 | 143 | 17 | 279 | 558 |
| Financial results | (4) | (46) | (10) | (39) | (99) |
| Pre-tax profits | 114 | 97 | 7 | 241 | 459 |
| Tax on profits | (31) | (25) | (3) | (0) | (60) |
| Retained profits for the period | 83 | 71 | 4 | 241 | 399 |
| Attributable to Semapa equity | 82 | 71 | 4 | 177 | 334 |
| holders | |||||
| Attributable to Minority | 0 | (0) | (0) | 64 | 65 |
| Interests | |||||
| Cash Flow | 117 | 190 | 20 | 241 | 568 |
|
Recurrent EBITDA Margin |
29,7% |
25,4% | 83,9% |
27,9%
|
|
|
Total net assets |
865 | 2.299 | - | 310 | 3.474 |
| Net debt | 196 | 736 | - | 290 | 1.222 |
NB: The figures stated for individual business segments may differs from those presented individually by each Group, as a result of consolidation adjustments made.
Comparability of Information
The SEMAPA Group’s 2005 consolidated financial statements were drawn up on the basis of the International Financial Reporting Standards (IFRS).
The comparability of information between 2004 and 2005 is profoundly affected by major changes within the Group:
o SECIL Group: Consolidation of 51% of the holding in Secil in 2005 as against 100 consolidation from January to May and 51% from June onwards in 2004;
o PORTUCEL / SOPORCEL Group: Full consolidation in 2005, as against consolidation by the equity method from June to September 2004, and full consolidation through to the end of the period;
o ENERSIS Group: Full consolidation until November 2005 , as against full consolidation throughout 2004.
We have therefore opted not to include in this press release a table with figures relating to 2004.
* for the purposes of the balance sheet, at 31 December 2005, the assets and liabilities of Enersis are not included.
Operating information(comparison with 2004)
. Cement Business Area (SECIL Group)
q o Cement production totalled 4,713 thousand tons, down by 2% on the previous year, due essentially to the unfavourable economic climate.
. Paper and Paper Pulp Business Area (PORTUCEL / SOPORCEL Group)
q Output of white pulp was up by 2%, standing at a total of 1,279 thousand tons;
q Paper output was up by 1.5%, at 997 thousand tons.
Consolidated Turnover: 1.530 million euros
q Cement: 461 million euros, representing growth of 3% over 2004;
q Paper and Paper Pulp: approx. 1,029 million euros, representing growth of 5.2%.
A contribution of 39 million euros was also made by the Renewable Energy business sector.
Consolidated EBITDA and EBITDA margin : total value of 727 million euros, of which 427 million euros is recurrent, and a margin of 28%
q Cement: 153 million euros, margin of 33%
q Paper and Paper Pulp: 261 million euros, margin of 25%;
q Holdings (SEMAPA SGPS and instrumental sub-holdings): contribution of 280 million euros; this figure includes i) the capital gain, already referred to, on the disposal of business interests in the renewable energy sector ii) recognition of liabilities of 84 million euros in relation to retirement benefits for SEMAPA directors, deriving from past services.
Renewable Energy business contributed 33 million euros to consolidated EBITDA.
SECIL’s EBITDA margin improved by 3% and the EBITDA of 16 million euros was due essentially to the positive effect of the inclusion of new companies in the consolidated financial statements.
It should be noted that PORTUCEL / SOPORCEL recorded an increase in EBITDA of approximately 51 million euros, with the margin increasing from 23% to 25% due essentially to significant efficiency gains in Group business activities, especially in terms of increased productivity, cost cutting, energy management, industrial maintenance and forestry management.
Net debt: 1,222 million euros
q Grupo SEMAPA Group consolidated: the Group closed the period with net debt of 1,222 million euros, which represents a significant reduction on the previous year (2,105 million euros) for the following reasons:
q SECIL Group: 196 million euros, representing a reduction of 6 million euros. This development, combined with the investments made and the payment of dividends to shareholders, is illustrative of the Group’s capacity to generate funds;
q PORTUCEL / SOPORCEL Group: net debt was significantly reduced (by 135 million euros) to 736 million euros, due to the excellent capacity to generate cash flow over the period (despite the distribution of dividends) and to expert management of working capital;
q HOLDINGS: 290 million euros (borrowing contracted essentially for acquisition of the Portucel/Soporcel Group), down by approximately 407 million euros, due to funds brought in from the disposal of Enersis. In addition, Enersis had recorded net debt of 336 million euros at the end of 2004, and this borrowing ceased to be consolidated in December 2005.
Net Profits
Consolidated Net profits before minority interests stood at 399 million euros in 2005, of which a sum of 334 milhões de euros was attributable to SEMAPA equity holders, comparing favourably with the previous year (189 million euros)., This figure includes 51% of the SECILGroup’s net profits, 67.1% of the PORTUCEL / SOPORCEL Group’s net profits and 89.9% of the ENERSIS Group’s net profits, over a period of 11 months, after making consolidation adjustments with a view to harmonizing accounting policies.
Prospects for 2006
The Company’s object is the management of corporate holdings, and its business affairs are therefore dependent above all on those of its subsidiaries.
It should be noted that the 2006 results are unlikely to be on the scale of those recorded in 2005, given that the latter, as explained above, derived to a great extent from capital gains on the disposal of Enersis.
SECIL Group
q Portugal: business is expected to contract in 2006 in view of the general prospects for the construction sector;
q Tunisia: the slowdown in the market observed in 2005 is expected to continue, although there are moderately positive expectations for the residential housing sector. The revenues of Société des Ciments de Gabès continue to be constrained by the attitude of the Tunisian market with regard to price deregulation;
q Angola: the prospects for the cement market are favourable for the country as a whole and for the Southern region, which is Secil-Lobito’s natural market, in view of the expectations of a vast array of public works projects associated with the reconstruction of the country;
q Lebanon: growth in the market is thought to be possible in 2006, in view of the demand in neighbouring markets, especially Iraq and Syria, and the demand resulting from major construction projects being promoted by Arab investors. Whether or not this actually happens will depend greatly on the resolution of the current political crisis in the Middle East and in Lebanon itself. Possible Lebanese membership of the World Trade Organization could lead the Lebanese Government to refrain from imposing import licenses, which will naturally have an effect on the domestic cement market.
PORTUCEL / SOPORCEL Group
q In the absence of any significant changes in the economic situation in the leading economies, or any sharp alterations in exchange rates, the Group’s performance is not expected to differ greatly in the near future from that recorded in 2005. The Group will continue to follow policies designed to obtain gains in business efficiency.
q The Directors of the PORTUCEL / SOPORCEL Group have decided to go ahead with plans to set up a new paper plant at the Setúbal industrial complex, with nominal capacity of 500 thousand tons/year, involving an investment of approximately € 490 million. This will enable the Company to significantly enhance its competitiveness in the paper market, and to emerge as leaders in the European market for uncoated fine paper (UWF).
This project is now dependent only on obtaining a set of incentives to be agreed with the Portuguese Investment Agency.
Lisbon, 17 March 2006
The Directors
February 24, 2006 - DISCLOSURE
As required by Article 17 of the Securities Code, we hereby disclose that Millennium bcp – Gestão de Fundos de Investimentos, S.A., representing the investment funds under its management, has notified this company that, on 20 February 2006, it reduced its holding in Semapa to 2,195,527 shares, corresponding to 1.855% of the share capital and 1.899% of the non-suspended voting rights.
We also disclose that this holding resulted from the disposal on the stock exchange of 215,000 shares, and that it is divided between the following funds:
|
Fund |
Nº Shares |
% capital |
% non-suspended voting rights |
|
Millennium PPA |
1.116.157 |
0,943% |
0,965% |
|
Millennium Acções Portugal. |
1.079.370 |
0,912% |
0,934% |
Lisbon, 24 February 2006
The Company Secretary
Paulo Miguel Garcês Ventura
February 23, 2006 - DISCLOSURE
DISCLOSURE
In the light of news reports published today, the Board of Directors of Semapa wishes to clarify that no decision has been taken on a future disposal of part of this Company’s holding in Portucel – Empresa Produtora de Pasta e Papel, SA in conjunction with the State, in a possible further privatization phase, although the possibility of this occurring is not to be excluded.
Lisbon, 23 February 2006
The Directors
February 14, 2006 - DISCLOSURE
SEMAPA 98 BONDS
The holders of SEMAPA 98 bonds are hereby informed that the interest payment relating to coupon no. 16 will be made as from 09 March 2006, together with partial repayment. The principal payer agent is:
|
BANCO BPI, S.A.
|
|
|
|
|
| Gross (EUR) |
0,00010188
|
| Corp./personal inc. tax |
0,00002038
|
| Net (EUR) |
0,00008150
|
| Repayment |
0,00250000
|
As required by the Regulations of the Central de Valores Mobiliários, interest on centralized bonds will be paid through the Central (Código C.V.M.SEMBOE).
Lisbon, 14 February 2006
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
February 10, 2006 - DISCLOSURE
QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that Caixagest – Técnicas de Gestão de Fundos, S.A., has informed this company that the various portfolios under its management have reduced their holding in Semapa due to the disposal on the stock exchange of 123,188 shares, on 8 February 2006, with the result that they now have a holding of 2,250,558 shares, corresponding to 1.9019% of the share capital and 1.9468 of the non-suspended voting rights.
Lisbon, 10 February 2006
The Company Secretary
Paulo Miguel Garcês Ventura
February 6, 2006 - DISCLOSURE
As required by article 17 of the Securities Code, we hereby disclose that Banco BPI, S.A. has notified this company of the following:
1. On 25 January 2006, BPI Pensões – Sociedade Gestora de Fundos de Pensões, S.A. acquired, for funds under its management, 79,448 shares in the share capital of Semapa.
As a result of this acquisition, 10,362,388 shares may now be ascribed to the Pension Funds managed by BPI Pensões – Sociedade Gestora de Fundos de Pensões, S.A., which shares, added to those held by other BPI companies, mean that a qualifying holding of 10.019% in Semapa may be ascribed to Banco BPI, S.A.. Taking into account the 2,727,975 shares in Semapa subject to the rules on treasury stock, this holding corresponds to 10.256% of the non-suspended voting rights, as follows:
|
|
No. of shares |
% capital |
% non-suspended voting rights |
|
Banco Português de Investimento, S.A. –own portfolio |
150.680 |
0,127% |
0,130% |
|
BPI Vida - Companhia de Seguros de Vida, S.A. |
105.388 |
0,089% |
0,091% |
|
Fundos de Pensões geridos pela BPI Pensões - Sociedade Gestora de Fundos de Pensões, S.A. |
10.362.388 |
8,757% |
8,964% |
|
Fundos de Investimento geridos pela BPI Fundos – Gestão de Fundos de Investimento Mobiliário, S.A. |
1.237.518 |
1,046% |
1,070% |
|
Total: |
11.855.974 |
10,019% |
10,256% |
Lisbon, 6 February 2006
The Company Secretary
Paulo Miguel Garcês Ventura
January 25, 2006 - DISCLOSURE
QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that Crédit Suisse First Boston International, now trading under the name Crédit Suisse International (“CSI”), has provided additional information concerning its qualifying holding in Semapa, to complement that already supplied, which led to the disclosure by Semapa of 10 January 2006. It follows from this additional information that:
- Prior to the disposal which led to the said disclosure, CSI held a qualifying holding in Semapa of 23,259,800 shares, corresponding to 19.66% of the share capital and 20.12% of the non-suspended voting rights;
- The qualifying holding was reduced as a result of the sales effected on 3 January 2006;
- A total of 164,000 shares were disposed of on 3 January, in a transaction not carried out on a regulated market, and deriving from a hedging operation caused by the activities of its clients; and
- At the close of 3 January 2006, CSI held 23,095,800 shares in Semapa, corresponding to 19.52% of the share capital and 19.98% of the non-suspended voting rights.
Lisbon, 25 January 2006
The Company Secretary
Paulo Miguel Garcês Ventura
January 18, 2006 - DISCLOSURE
QUALIFYING HOLDING
As required by Article 17 of the Securities Market Code, we hereby disclose that Caixagest – Técnicas de Gestão de Fundos, S.A has informed this company that the set of portfolios under its management have increased their holding in Semapa, as the result of the acquisition on the stock exchange of 70,000 shares on 12 January 2006, and that they now hold 2,373,746 shares in Semapa, corresponding to 2.0060% of the share capital and 2.0533% of the non-suspended voting rights
Lisboa, 18 de Janeiro de 2006.
The Company Secretary
Paulo Miguel Garcês Ventura
January 10, 2006 - DISCLOSURE
QUALIFYING HOLDING
As required by Article 17 of the Securities Market Code, we hereby disclose that Crédit Suisse First Boston International has informed this company that, as the result of disposals effected on 4 January 2006, and taking into account the existence of 2,727,975 treasury shares, the voting rights attached to 23,095,800 shares in Semapa, which it holds directly, are attributable to it, such number of shares corresponding to 19.52% of the share capital and 19.98% of the non-suspended voting rights. It also explained that it is directly controlled by Crédit Suisse and is a company involved in Crédit Suisse’s investment banking business.
Lisbon, 10 January 2006.
The Company Secretary
Paulo Miguel Garcês Ventura
December 16, 2005 - DISCLOSURE
SEMAPA DISPOSES OF ENERSIS
Enterprise Value of ENERSIS: approximately 1.005 billion Euros
As required by Article 248 of the Securities Code, it is hereby disclosed that SEMAPA, through its wholly owned subsidiary CMP Investments B.V., has sold, on this date, to a company in the Babcock & Brown Ltd. Group, its entire holding in ENERSIS II – Sociedade Gestora de Participações Sociais, S.A., representing 89.92% of the respective share capital.
The transaction took place on the basis of an Enterprise Value for Enersis of approximately 1.005 billion Euros, and SEMAPA obtained the sum of 420,851,500 Euros for the sale of the said holding.
The transaction in question was not subject to any conditions
Lisbon, 16th December 2005
The Directors
November 28, 2005 - PRESS RELEASE
REPORT - THIRD QUARTER 2005
Leading economic and financial indicators
| Contribution by business areas | million Euros | ||||
| Cement | Paper and Pulp |
Renewable Energy |
Holdings | Consolidated | |
| Turnover | 346 | 744 | 29 | - | 1.119 |
| Total EBITDA | 122 | 185 | 25 | (15) | 318 |
| Depreciation | (27) | (85) | (13) | (0) | (125) |
| Provisions | - | - | - | - | - |
| EBIT | 95 | 100 | 12 | (15) | 193 |
| Financial Results | (3) | (34) | (8) | (23) | (68) |
| Pre-tax Profits | 92 | 67 | 4 | (38) | 125 |
| Tax on profits | (28) | (19) | (2) | (0) | (48) |
| Minority interests | (1) | 0 | 0 | (47) | (47) |
| Net profit for the period | 63 | 48 | 3 | (85) | 29 |
| Cash-Flow | 90 | 133 | 15 | (85) | 154 |
|
EBITDA Margin (% Turnover) |
35% |
25% | 87% |
28%
|
|
|
Total net assets |
846 | 2.224 | 571 | 247 | 3.887 |
| Net debt | 202 | 779 | 469 | 697 | 2.147 |
NB: The figures stated perbusiness segment may differ from those presented individually by each Group, as a result of the consolidation adjustments.
The negative contribution to the net profits of 85 million euros from the holdings reflects essentially the following: i) financial losses of (23) million euros, deriving fundamentally from financial charges relating to the acquisition of Portucel; and ii) the value of minority interests of (47) million euros, reflecting minority holdings in business sectors: 49% of the SECIL Group, 32.9% of the PORTUCEL / SOPORCEL Group and 10.1% of the ENERSIS Group.
SEMAPA Group's Performance
In an adverse economic setting in Portugal and internationally, we consider that the SEMAPA Group’s performance evolved in a frankly positive manner up to the end of the 3rd quarter of 2005. The Group has successfully achieved its strategy of growth, with highly significant improvements in its main operating indicators.
We emphasize the magnitude of the turnover of 1,119 million euros, EBITDA of 318 million euros and Net Profits of 29 million euros.
Comparability of information
The Company has opted not to re-express 3rd quarter financial statements for 2004, on the basis of the IFRS rules (International Financial Reporting Standards), considering that the comparability of the information is in any case affected by the deep-reaching changes in the Semapa Group which occurred over the course of 2004:
o Realization of capital gains in the first half of 2004, from the disposal of minority holdings in SECIL and CIMPOR, as referred to in previous press releases;
o Disposal of approximately 45% of Secil in May 2004; SEMAPA consolidated 100% of the holding from January to May and 51% of the effective holding from June onwards;
o Acquisition of 30% of Portucel in June 2004. Until 30 September 2004, PORTUCEL was consolidated by the equity method, but as the GROUP increased its holding from 30% to 67.1% as from the start of the 4th quarter, it thereafter recorded its holding by the full consolidation method;
o The financial investment in ENERSIS was consolidated using the equity method in the same period in 2004;
o There have since been acquisitions, increases in holdings and other movements, particularly in the SECIL and ENERSIS Groups.
The Consolidated Net Profits recorded by SEMAPA for the first nine months of 2005, which stand at approximately 29 million euros, include 51% of the Net Profits of the SECIL Group, 67.1% of the Net Profits of the PORTUCEL / SOPORCEL Group and 89.9% of the Net Profits of the ENERSIS Group, after consolidation adjustments designed to harmonize accounting policies.
Despite these changes in the structure of the SEMAPA Group, we are able to present the evolution of the leading consolidated indicators:
| million Euros | ||
|
Acumulated |
||
| 2005 IFRS |
2004 |
|
| Turnover | 1.119 | 329 |
| Total EBITDA | 318 | 90 |
| Recurrent EBITDA | 301 | 90 |
| Depreciation and provisions | (125) | (55) |
| EBIT | 193 | 34 |
| Financial Results | (68) | (9) |
| Current Results | 125 | 25 |
| Extraodinary Results | - | 188 |
| Pre-tax Profits | 125 | 212 |
| Tax on profits | (48) | (44) |
| Minority interests | (47) | (6) |
| Net profits for the period | 29 | 162 |
| Cash-Flow |
154 | 218 |
| EBITDA Margin (%Turnover) | 28% | 27% |
|
|
million Euros |
|
| 30.09.2005 IFRS |
31.12.2004 |
|
| Total net assets | 3.887 | 3.837 |
| Total shareholders' funds | 927 | 884 |
| Net debt | 2.147 | 2.105 |
Operating data
. Cement business area (SECIL Group)
q Cement output stood at 3,608,000 tons, slightly down (1%) on last year’s figure.
. Renewable energy business area (ENERSIS Group)
q Installed capacity increased by 85%, from 185 MW to 344MW , with:
o Hydro capacity remaining stable at 80 MW;
o Wind farm capacity more than doubling, rising from 106 MW to 264 MW.
q Despite the 85% increase in installed capacity, output increased by 23% to 313 GWh, due i) to the adverse weather conditions over the period, dominated by a prolonged drought and ii) the fact that the new wind farms started up progressively over the period.
. Paper and paper pulp business area (PORTUCEL / SOPORCEL Group)
q Output of white pulp up by 0.5%, totalling 946.5 thousandtons
q Paper output down by 0.6%, standing at 730.4 thousand tons.
Consolidatedturnover1,119 million euros
q Cement: 346 million euros, up 5% over the same period in the previous year;
q Renewable energy: 29 million euros, up 31% over the same period in 2004 for the reasons described above;
q Paper and paper pulp: approximately 744 million euros, representing growth of 2.6% over the same period in the previous year.
Consolidated EBITDA and EBITDA margin: 318 million euros and margin of 27%
q Cement: 122 million euros, margin of 35%;
q Renewable energy: 25 milllion euros, margin of 87%, figures influenced by a one-off service contract;
q Paper and paper pulp: 185 million euros, margin of 25%;
q Holdings (SEMAPA SGPS and instrumental sub-holdings): negative contribution of 15 million euros.
As already stated, under IFRS, the capital gains and losses generated by the disposal of holdings are included in the calculation of EBITDA, unlike under the PGAAP (Portuguese general accepted accounting principles), where they are accounted for as extraordinary results.
It should be noted that in the first nine months of 2005, the total EBITDA of 318 million euros includes approximately 301 million euros of a recurrent nature.
Net debt: comparison with the period ended 31 December 2004 - IFRS
q G SEMAPA Group consolidated: closed the period with net debt of 2,147 million euros, up by 42 million euros;
q SECIL Group: net debt held steady, i.e. at 202 million euros. This was due essentially to the fact that cash flow generated during the period was used for investment and to pay dividends to shareholders;
q ENERSIS Group: net debt up by 157 million euros, to 469 million euros, due essentially to the heavy investment made over the period;
q PORTUCEL / SOPORCEL Group: net debt down by 92 million euros to approximately 779 million euros due to the healthy cash flow generated over the period (despite the distribution of dividends): 133 million euros;
q HOLDINGS: 697 million euros (debt contracted essentially for the acquisition of the Portucel/ Soporcel Group), down by 23 million euros.
Net Profits
Consolidated Net Profits for the period stood at approximately 29 million euros, reflecting the sound performance of the Semapa Group.
Lisboa, 28 November 2005
The Directors
November 4, 2005 - DISCLOSURE - QUALIFYING HOLDING
DISCLOSURE QUALIFYING HOLDIND
As required by Article 17 of the Securities Code, we hereby disclose that Credit Suisse First Boston International has notified this company that:
- In an off-market transaction on 31 October 2005, it purchased from Cimpor Portugal SGPS, S.A. 23,600,000 shares in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. (“Semapa”), which shares correspond to 19.944% of its share capital and 20.414% of the non-suspended voting rights, given that there are 2,727,975 shares in Semapa subject to the rules on treasury stock.
- In accordance with the provisions of article 20 of the Securities Market Code, the voting rights attached to 220,387 shares in Semapa, corresponding to 0.186% of its share capital and 0.191% of the non-suspended voting rights, should be imputed to Credit Suisse First Boston (Europe) Ltd..
- Credit Suisse First Boston International and Credit Suisse First Boston (Europe) Ltd. are companies belonging to Credit Suisse’s investment banking business, with Credit Suisse First Boston International being directly controlled by Credit Suisse, and Credit Suisse First Boston (Europe) Ltd. being directly controlled by Credit Suisse First Boston (UK) (International Holdings).
In view of the above, the voting rights attached to 23,820,387 shares in Semapa, corresponding to 20.130% of its share capital and 20.605% of the non-suspended voting rights may currently be imputed to Credit Suisse, through its investment banking business.
Lisbon, 4 November 2005
The Company Secretary
Paulo Miguel Garcês Ventura
October 31, 2005 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that Cimpor Portugal, SGPS, S.A. has notified this company that:
- In an off-market transaction, Cimpor Portugal, SGPS, S.A. today sold 23,695,611 shares in SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A., corresponding to 20.02% of its share capital and 20.50% of the respective voting rights.
- Cimpor Portugal, SGPS, S.A., with registered offices at Rua Alexandre Herculano, no. 35, 1250-009 Lisboa, corporate person no. 502.400.200, registered with the Lisbon Companies registry under no. 6764, is wholly owned by CIMPOR – Cimentos de Portugal, SGPS, S.A..
- As a result of this disposal, Cimpor Portugal, SGPS, S.A., no longer holds any shares in SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A., and no holding in this company may now be imputed to CIMPOR – Cimentos de Portugal, SGPS, S.A..
Lisbon, 31 October 2005
The Company Secretary
Paulo Miguel Garcês Ventura
October 12, 2005 - DISCLOSURE - QUALIFYING HOLDING
As required by Article 17 of the Securities Code, we hereby disclose that Banco BPI, S.A. has notified this company that:
- On 6 October 2005, BPI Pensões – Sociedade Gestora de Fundos de Pensões, S.A. acquired 1,043,301 shares in this company for the funds under its management.
- As a result of this acquisition, the pension funds managed by BPI Pensões – Sociedade Gestora de Fundos de Pensões, S.A. now hold 6,124,319 shares, meaning that a qualifying holding in Semapa of 5.18% of the share capital can now be attributed to the said company on an individual basis. The number of shares indicated by Banco BPI, S.A. corresponds to 5.30% of the voting rights, in view of the exclusion of 2,727,975 shares in Semapa subject to the rules on treasury stock.
- Under the terms of Article 20 of the Securities Code, the holding attributable to Banco BPI, S.A. at this date is as follows:
|
Entity |
No. shares |
% capital |
% of non-suspended voting rights |
| Banco Português de Investimento, S.A. – own portfolio | 160.580 | 0,14% | 0,14% |
| BPI Vida - Companhia de Seguros de Vida, S.A. | 77.481 | 0,07% | 0,07% |
| Pension funds managed by BPI Pensões - Sociedade Gestora de Fundos de Pensões, S.A. | 6.124.319 | 5,18% | 5,30% |
| Investment funds managed by BPI Fundos – Gestão de Fundos de Investimento Mobiliário, S.A. | 1.412.791 | 1,19% | 1,22% |
| Institutional clients whose portfolio is managed on a discretionary basis | 87.416 | 0,07% | 0,08% |
| Private clients whose portfolio is managed on a discretionary basis | 64.213 | 0,05% | 0,06% |
| Total: | 7.926.800 | 6,70% | 6,86% |
Lisbon, 12 October 2005
The Company Secretary
Paulo Miguel Garcês Ventura
September 30, 2005 - PRESS RELEASE
FIRST HALF RESULTS 2005
The consolidated financial information on the first half of 2005 has been drawn up on the basis of the IFRS (International Financial Reporting Standards). The information for the first half of 2004 has been revised to reflect the new rules, so as to allow for a comparative analysis.
Nonetheless, the financial statements for the first half of 2005 are not directly comparable with the same period in 2004 for the following essential reasons:
- Capital gains realized during the 1st half of 2004, as a result of the disposal of minority holdings in SECIL and CIMPOR, as referred to in previous press releases;
- Alteration in percentage holding
-
-
- Adjustment of the holding in SECIL, after the sale of a 45.125% interest to the Irish cement group CRH in May 2004; accordingly, in the first half of 2004, SEMAPA consolidated 100% of the holding from January to May and 51% of the effective holding in June;
-
- Alteration of the consolidation method
-
-
- As at 30 June 2004, PORTUCEL’s accounts were consolidated by the equity method, but as the GROUP increased its holding from 30% to 67.1% in the 4 th quarter of 2004, the company’s accounts are now included using the full consolidation method;
-
- Alteration to the list of companies included in the consolidated accounts
-
-
- As the result of acquisitions, increased holdings and other movements, especially in the SECIL and ENERSIS Groups.
-
As a result of this, the Consolidated Net Profit reported by SEMAPA in the 1st half of 2005, amounting to approximately 21 million euros, incorporates 51% of the Net Profit of the SECIL Group, 67.1% of the Net Profit of the PORTUCEL/SOPORCEL Group and 89.9% of the Net Profit of the ENERSIS Group.
SEMAPA GROUP PERFORMANCE
In the context of an adverse economic climate in Portugal and internationally, the SEMAPA Group’s performance in the 1 st half of 2005 can be regarded as positive. The Group has successfully applied its strategy of growth, with highly significant improvements in the main operating accounts, notably in recurrent EBITDA, which almost tripled in relation to the 1 st half of 2004.
As stated above, SEMAPA’s first half accounts for 2004 did not include full consolidation of the holding in the Portucel Group. For the purpose of comparison however, leading indicators in the Group’s various business areas performed as follows:
Consolidated Turnover : 751 million euros
- Cement (SECIL Group): 227 million euros, up 1.5% on the same period in 2004;
- Renewable Energy (ENERSIS Group): 19 million euros, up 8.1% over the first half in 2004; despite an increase in wind farm capacity of 95 MW, performance in this period reflects unusually adverse weather conditions, in terms of both wind and water resources;
- Paper and Paper Pulp (PORTUCEL/SOPORCEL Group): approximately 506 million euros, up by 3 million euros on the same period in 2004.
Consolidated EBITDA : 212 million euros
- Cement: 84 million euros, up by 18%;
- Renewable Energy: 18 million euros, growth of 40% influenced by a one-off service contract;
- Paper and Paper Pulp: 120 million euros, up by 21%;
- Holdings (SEMAPA SGPS e sub-holdings instrumentais): -10 milhões de euros.
Under IFRS, capital gains and losses generated by the disposal of holdings are accounted for under EBITDA, unlike under the POC (Portuguese Plan of Accounts), where they were accounted for as extraordinary results.
In the 1st half of 2004, recurrent EBITDA stood at 66 million euros, and total EBITDA included non-recurrent items of approximately 147 million euros – essentially capital gains realized on the disposal of the holdings in Secil and Cimpor.
Significantly, recurrent EBITDA totalled 196 million euros in the first half of 2005, practically three times the figure recorded in the same period in 2004.
Total EBITDA in 2005 includes 16.5 million euros before tax deriving from the recording at fair value of a debt to Secil from the Angolan State, resulting from the nationalization of the company’s assets in Angola when the country achieved independence.
EBITDA Margin : 28%
- Cement: Up from 32% to 37%;
- Renewable Energy: Up from 73% to 94% - due to the one-off service contract referred to above;
- Paper and Paper Pulp: Up from 20% to 24%.
Net debt (comparison with financial year ended 31 December 2004)
- SEMAPA Group consolidated: closed the period with net debt of 2,147 million euros, representing an increase of 42 million euros;
- SECIL Group: down by 13 million euros, closing the 1st half of 2005 at 189 million euros;
- ENERSIS Group: net debt up by 110 million euros, to 445 million euros, due essentially to investment of 136 million euros over the period;
- PORTUCEL/ SOPORCEL Group: down by 49 million euros to approximately 822 million euros; in addition, Portucel distributed dividends of 28.5 million euros over the period;
- HOLDINGS: 690 million euros (borrowing taken out essentially for acquisition of the PORTUCEL/ SOPORCEL Group), down over the period by 7 million euros.
Operating Figures
. Cement Business Area
- Clinker output stood at 1,939,000 tons, slightly down on the previous year.
. Renewable Energy Business Area
- Capacity grew by 54%, from 176 MW to 271 MW:
-
- Capacity at hydroelectric plants remained unchanged at 80 MW;
- Capacity at wind farms practically doubled, up from 96 MW to 191 MW;
-
- Power generation remained practically unchanged at 207 GWh due to the adverse climatic conditions over the course of the first half.
. Paper and Paper Pulp Business Area
- Output of white paste grew by 1.3%, totalling 623.6 thousand tons;
- Paper output grew by 0.6%, standing at 490.2 thousand tons.
|
106Euros
|
|||
|
Leading economic and financial indicators |
|||
| 1st Half | |||
| 2004 | 2005 | ||
| Turnover | 751 | 241 | |
| Total EBITDA | 212 | 213 | |
| Depreciation | (88) | (19) | |
| Provisions | - | - | |
| EBIT | 125 | 194 | |
| Financial results | (40) | (8) | |
| Pre-tax profits | 85 | 186 | |
| Tax on profits | (31) | (54) | |
| Minority interests | (33) | 4 | |
| Net profit for the period | 21 | 136 | |
| Cash flow |
109 | 155 | |
| Recurrent EBITDA | 196 | 66 | |
The difference between the figures for total and recurrent EBITDA in 2004 result essentially from the capital gains obtained on the disposal of holdings in Secil and Cimpor.
The acquisition of a 37.1% stake in PORTUCEL in the 4th quarter of 2004 and the consequent inclusion of the overall holding by the full consolidation method, as referred to above, was largely responsible for the variation in the accounts for Turnover, recurrent EBITDA and Depreciation.
The variations in other accounts derive from this effect, and from the companies’ own activities.
| 106Euros | ||
| 30.06.2005 | 31.12.2004 | |
| Total net assets |
3.861
|
3.837
|
| Total shareholders’ fund |
915
|
884
|
| Net debt |
2.147
|
2.105
|
The following table shows the contribution from each business segment.
It should be noted that the indicators for each business segment may differ from those presented individually by each Group, as a result of the adjustments effected in the consolidation process.
| Contribution by Business Segments | 106Euros | ||||
| Cement |
Paper and Pulp
|
Renewable Energy |
Holdings
|
Consolidated
|
|
| Turnover |
227
|
506
|
19
|
- |
751
|
| Total EBITDA |
84
|
120
|
18
|
(10) |
212
|
| Depreciation |
(20)
|
(58)
|
(9) | (0) |
(88)
|
| Provisions |
-
|
-
|
-
|
-
|
-
|
| EBIT |
64
|
62
|
9
|
(10)
|
125
|
| Financial results |
(3)
|
(16)
|
(5)
|
(15)
|
(40)
|
| Pre-tax profits |
61
|
46
|
4
|
(25)
|
85
|
| Tax on profits |
(14)
|
(16)
|
(2)
|
(0)
|
(31)
|
| Minority interests |
(0)
|
0
|
0
|
(33)
|
(33)
|
| New profit for the period |
47
|
30
|
2
|
(58)
|
21
|
| Cash Flow |
67
|
88
|
11
|
(58)
|
109
|
| EBITDA Margin (% Turnover) |
37%
|
24%
|
94%
|
|
28%
|
| Total net assets |
830
|
2.255
|
540
|
236
|
3.861
|
| Net debt |
189
|
822
|
445
|
690
|
2.147
|
The figure of (33) million euros recorded for minority interests in holdings reflects minority holdings of 49% in the SECIL Group, 32,9% in the PORTUCEL/ SOPORCEL Group and 10,1% in the ENERSIS Group.
Lisbon, 30 September 2005
The Directors
August 23, 2005 - NOTICE
SEMAPA 98 BONDS
PAYMENT OF COUPON NO. 15
Holders of SEMAPA 98 bonds are hereby informed that the interest relating to coupon no. 15 will be paid as from 09 September, the principal paying agent being:
|
BANCO BPI, S.A.
|
|
|
|
|
| Gross value (EUR) |
0,00010311
|
| Income/Corp. Tax |
0,00002062
|
| Net value (EUR) |
0,00008249
|
As required by the regulations of the Central de Valores Mobiliários, interest on bonds deposited with the Central shall be paid through the same institution (CVM Code: SEMBOE).
Lisbon, 23 de August de 2005
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
August 10, 2005 - NOTICE
ALTERATION TO COMPANY OFFICERS
In accordance with article 3 f) of Securities Market Commission Regulations 04/2004, we hereby disclose that the company Belarmino Martins, Eugénio Ferreira e Associados, Sociedade de Revisores Oficiais de Contas, Lda., represented by Dr. Abdul Nasser Abdul Sattar, which held the office of Chairman of the Audit Board, and Dr. António Alberto Henrique Assis, alternate member of the Audit Board, resigned from their respective offices on 29 July 2005, and that on 8 August 2005, the Officers of the company’s General Meeting, acting in accordance with article 50 of Decree-Law 478/99, of 16 November, appointed as Official Auditor the company PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda., registered with the Association of Official Auditors under number 183, represented by Dr. Abdul Nasser Abdul Sattar, Official Auditor no. 958, or by Dr. Ana Maria Ávila de Oliveira Lopes Bertão, Official Auditor no. 902, and as alternate auditor Dr. Jorge Manuel Santos Costa, Official Auditor no. 847, which appointments shall be submitted for ratification by the next general meeting of the company in accordance with the same article.
Lisbon, 10 August 2005
The Company Secretary,
Paulo Miguel Garcês Ventura
July 4, 2005 - NOTICE
ALTERATION TO COMPANY OFFICERS
As required by article 3 f) of Securities Market Commission Regulations no. 04/2004, we hereby give notice that Mr. Paulo Jorge Barreto de Carvalho Ventura has resigned from his office as director of this company, with effect from 30 June 2005.
Lisbon, 4 July 2005
The Company Secretary
Paulo Miguel Garcês Ventura
May 30, 2005 - RELEVANT FACT
PRINCIPAL IMPACTS OF THE TRANSITION TO IFRS ON EQUITY AND NET PROFITS IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
In accordance with Regulations of the European Parliament and the Council no. 1606/2002, of 19 July, the consolidated financial statements for the period ending 31 December 2005 will be presented in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union and applicable on such date.
The preparation of financial statements for 2005 in accordance with the new rules has resulted in a number of adjustments to the financial statements published for the financial year ended 31 December 2004, drawn up in accordance with accounting principles generally accepted in Portugal :
- Equity increased by 535 million euros, of which 14 million euros are attributable to the SEMAPA Group, and 521 million euros to Minority Interests.
- Net profits increased by 3 million euros, corresponding to 3.4 million euros attributable to the Semapa Group and (0.4) attributable to Minority Interests.
The information presented in this release should be regarded as preliminary, given that it has not been audited , and may therefore not reflect all the possible alterations due to the introduction of the IFRS, but merely those identified to date.
In addition, it should be noted that the information and corresponding adjustments have been drawn up on the basis of accounting policies defined in accordance with the IFRS’s in force at 31 December 2004, which may yet be amended prior to the date of disclosure of the first full set of financial statements using the IFRS (comprising a balance sheet, income statement, statement of changes in shareholders’ funds and statement of cash flows, together with comparative information, accounting policies and explanatory notes).
BASIS OF PRESENTATION
The impacts on equity presented below, net of tax and excluding minority interests, have been determined in accordance with IFRS 1 – First-time Adoption of International Financial Reporting Standards , which allow entities presenting a full set of financial statements under the IFRS to adopt certain exemptions and exceptions from retrospective application of other IFRS. In view of this, the options applied by the Group are as follows:
Business Combinations
The Semapa Group has elected not to restate acquisitions carried out prior to the transition date to IFRS (1 January 2004), and has consequently made no change to the net book value of assets and liabilities identified on the date of acquisition and stated at their fair value, nor to goodwill, save for those which derive from application of IAS 36 – Impairment of Assets and IAS 21 – Effects of changes in Exchange Rates at the transition date.
Fair Value or Revaluation as deemed cost
The Semapa Group has elected to continue to state its tangible and intangible fixed assets at historical cost revalued on the basis of the relevant Portuguese legislation, which shall constituted the respective deemed cost, or cost depreciated for the future, thereby not exercising the option permitted by the IFRS of revaluing these assets at their fair value at the transition date, with the consequent increase in its equity.
Employee Benefits
The Semapa Group has elected not to adopt the “corridor” method, whereby actuarial deviations are only recognized in results insofar as they exceed 10% of the value of the liabilities or assets, whichever is greatest. In keeping with this option, and for the purposes of determining the fair values of assets and liabilities acquired and the goodwill generated on the acquisition of Portucel, the procedures of the Portucel/Soporcel Group have been harmonized with those of Semapa, thereby eliminating the cumulative actuarial losses not yet recognized in results.
Cumulative Translation Adjustments
The Semapa Group has elected to transfer to retained earnings the cumulative value, at the transition date, of the Translation Reserve, after revising goodwill and the fair value of assets and liabilities of subsidiaries stated in foreign currency, acquired in business combinations, to the closing exchange rate. It should be noted that this decision has not impact on the equity reported.
Application of IAS 32 and IAS 39
In according with the exemption provided for in IFRS 1, the adoption of the two IAS referred to above may be deferred to the financial year starting in January 2005, without any comparative data being presented.
The SEMAPA Group has not taken up this option, and has instead applied IAS 32 and IAS 39 with effect as from 1 January 2004. The main effects of this are the valuation at fair value of marketable securities and derivatives (relating to interest and currency hedges) and the use of the effective rate for financial liabilities.
The other exemptions provided for in IFRS, namely those relating to compound financial instruments, the assets and liabilities of subsidiaries, associates and joint ventures, the designation of financial instruments previously recognized, share-based payments and insurance contracts did not apply to the Semapa Group on the transition date.
QUANTIFICATION OF IMPACTS
The following table presents a reconciliation of the Semapa Group consolidated equity at the transition date to IFRS (1 January 2004) and at the close of the period ended 31 December 2004, in keeping with International Financial Reporting Standards, in comparison with figures disclosed to the market in accordance with accounting principles generally accepted in Portugal, identifying the principal materially relevant adjustments in aggregated form:
‘000 euros
| Impacts net of deferred taxes |
|
|
|
| POC (Portuguese Official Accounting Plant) (without considering minority interests) |
|
|
|
| Fair value of marketable securities |
|
|
|
| Alteration of methods for depreciation of tangible fixed assets |
|
|
|
| Derecognition of assets and liabilities |
|
|
|
| Balance sheet gratuities |
|
|
|
| Consolidation of entities excluded |
|
|
|
| Impairment of goodwill |
|
|
|
| Translation adjustments to goodwill and fair value of foreign subsidiaries |
|
|
|
| Depreciation of goodwill discontinued |
|
|
|
| IFRS |
|
|
|
| Effect of adjustments on Group |
|
|
|
| Minority Interests |
|
|
|
| Shareholders’ funds and net profits |
|
|
|
DESCRIPTION OF IMPACTS
Finally, we present a description of the main differences between the IFRS and Portuguese generally accepted accounting principles. Note that some of the differences indicated (when compatible with Portuguese generally accepted accounting principles) were anticipated by the Semapa Group in the course of 2004, or else the assets which led to these differences were disposed of. This is the case of the change to the method for depreciation of tangible fixed assets, impairment of goodwill and translation adjustments in goodwill and the fair value of foreign subsidiaries, as per the published financial statements for 2004:
Fair value of marketable securities/derivatives
Holdings in companies (essentially Cimpor) where the Semapa Group does not exercise (or did not exercise, if already disposed of) control, classified as marketable securities, were recorded at fair value (listed market price, even if higher than acquisition cost), with a positive impact on equity, given that they were previously stated at the lower of cost or market price.
In addition, derivatives used as interest rate and currency hedges were recorded at fair value, against retained earnings in the opening balance sheet and net result for 2004, given that they were not deemed to meet the requirements for classification as hedges.
Method for depreciation of tangible fixed assets
At the date of transition to IFRS, the declining balance method which had previously been applied to certain categories of tangible fixed assets was revised, and the straight-line method was adopted.
Derecognition of assets and liabilities
Under the IFRS, certain assets and liabilities previously recognized in financial statements drawn up under local rules no longer qualify as such, namely intangible fixed assets, such as formation costs and research and development, deferred costs, such as maintenance and repair and financial charges, as well as deferred income, such as badwill, which should now be stated, in the period in which they occur, directly in the results for the period of deducted from the equity or liability accounts to which they relate. These assets and liabilities were therefore written off from the balance sheet.
Consolidation of excluded entities
Unlike the local rules, the IFRS contain no rule allowing Groups not to include in consolidated accounts controlled entities which pursue different objects (Enersis, with significant impact on consolidated assets and liabilities) or because there are restrictions which may prejudice the transfer of funds to the Semapa Group (Tecnosecil in Angola), meaning that these two companies were included in the consolidated accounts for the first time.
Translation adjustments to goodwill and fair value of foreign subsidiaries
In accordance with IAS 21, the effects of translation adjustments to goodwill and the fair value of assets and liabilities acquired as the result of business combinations carried out with foreign subsidiaries should be treated as assets of the company acquired and expressed in the respective local currency, and as such translated into euros, at the closing date of each financial period, the corresponding differences being recorded in the appropriate equity account. The goodwill and fair value of the Semapa Group’s foreign subsidiaries were consequently adjusted.
Balance sheet gratuities
The balance sheet gratuities approved by the shareholders at the General Meeting approving the accounts and allocation of profits are stated as reductions in shareholders’ equity in the period following that to which the services rendered by the companies’ directors and employees relates. Under the IFRS, these expenses are stated as costs of the periods to which the services rendered relates, through the constitution of the corresponding provision. Accordingly, the results for 2004 and the shareholders’ equity as at 31 December 2003 and 2004 have been adjusted.
Discontinuation of depreciation of goodwill
Under IFRS 3, goodwill deriving from business combinations is no longer depreciated on a straight-line basis, as under local rules, and is instead subject to impairment tests, either annually or then there are signs of impairment, as per IAS 36 – Impairment of Assets. As a result, the results for 2004 and the shareholders’ equity as at 31 December 2004 have been adjusted.
Minority interests
In financial statements drawn up under the IFRS, minority interests are considered as a component of shareholders’ funds, unlike in the local rules, where they are regarded as an intermediate category between shareholders’ funds and liabilities. Minority interests have consequently been reclassified as part of shareholders’ funds.
OTHER DIFFERENCES
There are other differences from the local rules which result merely in reclassification of assets, liabilities or cost and income components. We have decided not to report these, as we do not regard them as relevant to investors and other users of financial statements,
Lisbon, 30 May 2005
The Directors.
May 30, 2005 - NOTICE
INFORMATION ON FIRST QUARTER RESULTS 2005
The financial statements for the first quarter of 2005 are not directly comparable with those for the same period in 2004, due essentially to the following:
- Adoption of the new accounting rules with the introduction of IAS/IFRS, the impact of which is explained in the disclosure duly made by Semapa, as the first quarter results for 2005 are presented in the IFRS format;
Nonetheless, in view of the alterations detailed below, which make any comparison between periods impossible, we have opted not to present the 2004 first quarter results in IFRS format.
- Alteration of the percentage holding:
- Readjustment of the effective holding in SECIL from 100% to 51%, due to the disposal in the 2nd quarter of 2004.
- Alteration to the companies included in the consolidated accounts:
- Acquisition of a 67.1% holding in PORTUCEL/SOPORCEL after the close of the first quarter of 2004, also valued by the full consolidation method;
- First-time consolidation: Financial holding in Tecnosecil (company based in Angola)
- Alteration in the consolidation method: from equity method to full consolidation:
- The financial investment in ENERSIS Group companies – power generation through mini-hydro stations and wind farms – was included by the equity method because of the i) dissimilarity of this business area, ii) the fact that this business is financed through non-recourse project finance, and iii) the fact that the plants are being operated under the special licensing scheme.
Consequently, the Consolidated Net Profit reported by SEMAPA in the 1st quarter of 2005 incorporates 51% of SECIL’s net profits, 67.1% of PORTUCEL’s net profits and 89.9% of the net profits of ENERSIS II. We wish to point that the Consolidated Net Profit stood at approximately 12 million euros (IFRS), whilst cash flow grew by 114% to 62.2 million euros.
Group performance in the first quarter was positive overall, and the indicators points to sharp growth over the same period in the preceding year:
Consolidated sales and services: 365 million euros
- Secil Group (cement) – sales and services at the same level in the 1st quarter of 2004, 106 million euros;
- Enersis Group (renewable energy) – down by 21%, from 11.2 to 8.9 million euros, due to abnormally adverse weather conditions over the period, as concerns both hydraulic resources and wind.
- Portucel/Soporcel Group (paper and paper pulp) – growth of 3% (from 244 to 250 million euros).
Consolidated EBITDA: 103 million euros
- Secil Group: 32 million
- Enersis Group: 5 million
- Portucel/Soporcel Group: 66 million
EBITDA Margin: 28%
- Secil Group: steady at 30%
- Enersis: steady at 59%
- Growth from 21.8% to 26.4% in the paper and paper pulp sector.
Net debt – comparison with period ended 31 December 2004:
- Secil: down by 4 million euros, closing the period at 199 million euros;
- Enersis: net borrowing of 310 million euros. As stated above. Semapa did not previously include this holding in its account through the full consolidation method, meaning that this subsidiary was not included in the consolidated accounts;
- Portucel/Soporcel: down by approximately 29 million euros, at approximately 844 million euros;
- Semapa individual and instrumental holdings: approximately 697 million euros (borrowing contracted essentially for the acquisition of the Portucel/Soporcel Group). Note that the shares in Ence were disposed of during the first quarter of 2005, as duly disclosed.
- Semapa consolidated: closed the period with net debt of 2,050 million euros, due to the movements described above – notably inclusion of Enersis’ net debt. If this were not included in the accounts, net borrowing would have fallen by approximately 50 million euros from the period ended 31-12-2004, i.e. it would have decreased from 1,790 million euros to 1,740 million.
Output
. Cement business
- Total cement and clinker production of approximately 1,023,000 tons-
. Renewable energy business
- Total output down by 29% due to adverse climatic conditions;
- Generation capacity up by 45.1%, from 161.9 MW to 234.9 MW:
- Hydro generation capacity remains unchanged at 79.9 MW;
- Wind farm capacity up by 89%, from 82 MW to 155 MW.
. Paper and Paper Pulp business
- White pulp output up by 4%, at 315,339 tons
- Paper output up by 3%, at 242,389 tons.
The following table sets out the main economic and financial indicators which, as explained above, are not comparable with the same period in the previous year:
| Leading Economic and Financial Indicators | 106Euros | |||||
| 2003 | 2004 |
2004 Unaudited |
1st quarter 2004 POC |
1st quarter 2005 IFRS |
||
| Sales | 418 | 700 | 1.427 | 107 | 365 | |
| EBITDA | 120 | 170 | 334 | 31 | 103 | |
| Depreciation and provisions | 62 | 70 | 147 | 14 | 50 | |
| Depreciation of goodwill | 17 | 40 | 53 | 4 | ||
| EBIT | 41 | 60 | 134 | 14 | 53 | |
| Financial results | -3 | -28 | -54 | -2 | -22 | |
| Current results | 38 | 32 | 80 | 12 | 31 | |
| Extraordinary results | 23 | 196 | 202 | 4 | ||
| Pre-tax profits | 61 | 228 | 282 | 16 | 31 | |
| Taxes | 20 | 31 | 53 | 4 | 9 | |
| Minority interests | 0 | 15 | 26 | 0 | 10 | |
| Net profits | 40 | 182 | 203 | 12 | 12 | |
| Cash Flow |
120 | 292 | 403 | 29 | 62 | |
| Total net assets | 1.225 | 3.382 | 3.390 | 1.166 | 3.665 | |
| Shareholders’ funds | 238 | 384 | 386 | 249 | 923 | |
| Net debt | 461 | 1.791 | 1.791 | 455 | 2.050 | |
| EBITDA margin | 29% | 24% | 23% | 29% |
28%
|
|
* 2004 Unaudited pro forma: Full consolidation of Portucel/Soporcel in the 12 months of 2004
Note that Semapa acquired the following holdings in the Portucel/Soporcel Group in 2004: 30% in June, 30% in October and 7.1% in November
| 1st Quarter 2005 – IFRS | |||||
| Leading Economic and Financial Indicators by Company | 106Euros | ||||
| Secil | Portucel | Enersis | Consolidado | ||
| Sales | 106 | 250 | 9 | 365 | |
| EBITDA | 32 | 66 | 5 | 103 | |
| Depreciation and provisions | 15 | 32 | 4 | 50 | |
| EBIT | 17 | 34 | 2 | 53 | |
| Financial results | 0 | -11 | -3 | -22 | |
| Current results | 17 | 23 | -2 | 31 | |
| Extraordinary results | 1 | 0 | |||
| Pre-tax profits | 18 | 23 | -2 | 31 | |
| Taxes | 6 | 7 | 0 | 9 | |
| Minority interests | -1 | 0 | 10 | ||
| Net profits | 13 | 16 | -1 | 12 | |
| Cash Flow |
28 | 48 | 2 | 62 | |
| Total net assets | 793 | 2.225 | 428 | 3.665 | |
| Shareholders’ funds | 350 | 1.059 | 28 | 923 | |
| Net debt | 199 | 844 | 310 | 2.050 | |
| EBITDA margin | 30% | 26% | 59% | 28% | |
Lisbon, 30 May 2005
The Directors
April 29, 2005 - NOTICE
QUALIFYING HOLDING
Under the terms of article 17 of the Securities Market Code, we hereby disclose that Companhia de Seguros Tranquilidade Vida, S.A. has notified this company that in the following stock exchange operations effected in February 2003, it acquired a total of 2,529,248 shares in Semapa, which shares it still holds:
|
Date |
No. of shares |
|
03-02-2003 |
500.000 |
|
04-02-2003 |
500.000 |
|
05-02-2003 |
500.000 |
|
06-02-2003 |
529.535 |
|
07-02-2003 |
499.713 |
The said number of shares corresponds to 2.1374% of Semapa’s share capital and, due to the number of own shares held by the company, 2.1878% of the non-suspended voting rights.
Companhia de Seguros Tranquilidade, S.A. also gave notice that under the terms of article 20 of the Securities Market Code, the voting rights attached to these shares are imputed to Espírito Santo International, due to Companhia de Seguros Tranquilidade Vida, SA being controlled by BESPAR, SA, the latter by Espírito Santo Financial (Portugal), SA, which is controlled by Espírito Santo Financial Holding, in turn controlled by Espírito Santo International.
Lisbon, 29 April 2005
The Company Secretary
Paulo Miguel Garcês Ventura
April 15, 2005 - NOTICE
QUALIFYING HOLDING
Under the terms of article 17 of the Securities Code, we hereby disclose that Banco Espírito Santo, S.A. has now informed this company that, in the course of an internal audit checking procedures and compliance with legal formalities, ESAF – Espírito Santo Fundo de Pensões, S.A. found that prompt notice had not been given, for subsequent disclosure to the market, of the existence of a qualifying holding in Semapa.
Consequently, under the terms and for the purposes of the provisions of article 16 of the Securities Code and Securities Market Commission Regulations no. 04/2004, Banco Espírito Santo, S.A. served notice of the following:
1. On 7 May 2003, the BES Pension Fund, managed by ESAF – Espírito Santo Fundos de Pensões, S.A., acquired on the stock exchange 7,790,253 shares in Semapa. As a result of this acquisition, the BES Pension Fund became the holder of 6.5834% of the share capital of this company.
2. On 21 December 2004, the BES Pension Fund disposed of 1,915,400 shares in Semapa. As a result of this disposal, the BES Pension Fund was then the owner of 4,2679% of the share capital of this company;
3. On 21 December 2004, ESAF – Espírito Santo Fundo de Pensões, S.A., representing other pension funds which it manages, acquired on the stock exchange 1,279,005 shares in Semapa. With this acquisition, ESAF – Espírito Santo Fundos de Pensões, S.A., representing the pension funds which it manages, became the holder of 5.3510% of the share capital in this company;
4. Furthermore, the Securities Funds managed by ESAF – Espírito Santo Fundos de Investimento Mobiliário, S.A. are holders of 748,191 shares in Semapa.
5. In addition, clients managed by ESAF – Espírito Santo Gestão de Patrimónios, S.A. hold 2,500 shares in Semapa.
Accordingly, under the terms of article 20 of the Securities Code, as a result of the operations referred to above, the voting rights of 7,012,006 shares in Semapa, corresponding to approximately 5.9256% of the share capital, were attributed to Banco Espírito Santo, as follows:
|
Entity |
No. of shares |
% capital |
% voting rights not suspended |
|
BES Pension Funds managed by ESAF - Espírito Santo Fundo de Pensões, S.A. |
4.982.310 |
4,2104% |
4,3098% |
|
Other funds managed by ESAF - Espírito Santo Fundo de Pensões, S.A. |
1.279.005 |
1,0809% |
1,1064% |
|
Funds managed by ESAF - Espírito Santo Fundos de Investimento Mobiliário, S.A. |
748.191 |
0,6323% |
0,6472% |
|
Clientds under management by ESAF - Espírito Santo Gestão de Patrimónios, S.A. |
2.500 |
0,0021% |
0,0022% |
|
Total: |
7.012.006 |
5,9256% |
6,0655% |
Lisbon, 15 April 2005
The Company Secretary
Paulo Miguel Garcês Ventura
April 12, 2005 - NOTICE
PAYMENT OF DIVIDENDS
The Shareholders are hereby informed that the dividends relating to the financial year of 2004, distributed by resolution of the General Meeting of 30 March 2005, shall be paid on 28 April, as follows:
| Resident shareholders | Non-resident shareholders | ||
| Gross dividend | 0,1100 | Gross dividend | 0,1100 |
| Income/corporation tax (15%) | 0,0165 | Income/corporation tax (25%) | 0,0275 |
| Net dividend | 0,0935 | Net dividend | 0,0825 |
The dividends shall be paid through the Central de Valores Mobiliários in accordance with the respective regulations.
For the purposes of exemption from or waiver of deduction of income/corporation tax, the shareholders should confirm their fiscal status with the depositaries of their shares.
Lisbon, 12 April 2005
Semapa – Sociedade de Investimento e Gestão SGPS, S..A.
The Director
April 11, 2005 - NOTICE
QUALIFYING HOLDING
In compliance with article 17 of the Securities Code, we hereby disclose that Banco BPI, S.A. has not informed this company that:
I) On 6 August 2002, at that time under the name BPI – SGPS, S.A., and due to disposals by private clients whose portfolios are managed by BPI Group entities under discretionary management contracts (29,764 shares), the qualifying holding which was imputable to it in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., calculated in terms of voting rights, in accordance with article 20 of the Securities Code, and considering that the number of own shares held by Semapa stood at 2,653,280, fell from 5% to 4.98%, as follows:
|
Entity |
No. shares |
% capital |
% voting rights, not susp. |
|
Banco Português de Investimento, S.A. |
193.308 |
0,16% |
0,17% |
|
Funds managed by BPI Pensões - Sociedade Gestora de Fundos de Pensões, S.A. |
4.123.863 |
3,48% |
3,56% |
|
Funds managed by BPI Fundos – Gestão de Fundos de Investimento Mobiliário, S.A. |
976.679 |
0,83% |
0,84% |
|
BPI Vida - Companhia de Seguros de Vida, S.A. |
7.555 |
0,01% |
0,01% |
|
Corporate clients whose portfolios are managed under discretionary management |
50.634 |
0,04% |
0,04% |
|
Private clients whose portfolios are managed under discretionary management |
406.373 |
0,34% |
0,35% |
|
Total: |
5.758.412 |
4,87% |
4,98% |
II) On 2 February 2005, due to the acquisition of 92,500 shares in the course of management BPI Group assets, by investment funds managed by BPI Fundos – Gestão de Fundos de Investimento Mobiliário, S.A., the qualifying holding attributable to it in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., calculated in terms of voting rights, in accordance with article 20 of the Securities Code, and considering that at that date the number of own shares held by Semapa stood at 2,727,975, rose to 5.03%, as follows:
|
Entity |
No. shares |
% capital |
% voting rights, not susp. |
|
Banco Português de Investimento, S.A. |
42.490 |
0,04% |
0,04% |
|
Funds managed by BPI Pensões - Sociedade Gestora de Fundos de Pensões, S.A. |
4.195.830 |
3,55% |
3,63% |
|
Funds managed by BPI Fundos – Gestão de Fundos de Investimento Mobiliário, S.A. |
1.404.121 |
1,19% |
1,21% |
|
BPI Vida - Companhia de Seguros de Vida, S.A. |
33.546 |
0,03% |
0,03% |
|
Corporate clients whose portfolios are managed under discretionary management |
70.016 |
0,06% |
0,06% |
|
Private clients whose portfolios are managed under discretionary management |
71.458 |
0,06% |
0,06% |
|
Total: |
5.817.461 |
4,92% |
5,03% |
III) As at 4 April, this position remained unchanged overall.
IV) The 4,195,830 shares held by pension funds managed by BPI Pensões – Sociedade Gestora de Fundos de Pensões, S.A. mean that it may be imputed a qualifying holding in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., calculated in terms of voting rights, in accordance with article 20 of the Securities Code, and considering the 2,727,975 own shares held by Semapa, of 3.63%.
It follows from the notice now received that the information on Banco BPI’s qualifying holding in Semapa, published in the annexes to the financial statements for 2002, for the first half of 2003, the financial year of 2003, and the first half of 2004, was not correct.
Lisbon, 11 April 2005
The Company Secretary,
Paulo Miguel Garcês Ventura
March 31, 2005 - NOTICE
NOTICE ABOUT THE DELIBERATIONS TAKEN ON THE SEMAPA'S GENERAL MEETING ON 30TH MARCH 2005
We hereby give notice that at the Annual General Meeting of Shareholders of this company, held on 30 March 2005, the financial statements for 2004 were approved, and it was resolved to distribute a dividend of 11 cents per share. The meeting also approved the amendment proposed to article 11, para. 1 of the article of association, permitting the company’s Board of Directors to comprise an uneven number of members, between 3 and 15.
31 March 2005
The Board of Directors
March 15, 2005 - PRESS RELEASE
INFORMATION ON RESULTS: FINANCIAL YEAR OF 2004
The main operations effected during the period:
- Acquisition of a controlling holding (67.1%) in the Portucel Soporcel Group, representing an investment, before expenses and charges, of approximately 775 million euros;
- Disposal of a 45.1% holding in the share capital of Secil to the Irish cement group, CRH PLC, for a price of approximately 327 million euros, with Semapa realizing a capital gain of approximately 144 million euros;
- Sale of the Enersis Group by the Secil Group to Semapa;
- Disposal of a holding of approximately 9% in the share capital of Cimpor, for approximately 251 million euros, giving rise to a capital gain of approximately 27.5 million euros, net of deferred taxes.
In view of the operations carried out, the Semapa Group’s performance in 2004 was extremely positive: the net profits recorded, of 182 million euros, were substantially greater than in previous years, thanks essentially to the capital gains generated by the disposal of holdings in Secil and Cimpor, as described above.
The Semapa Group now operates in three business areas:
- Cement and derivatives, through the Secil Group;
- Renewable energies, through the Enersis II Group;
- Paper and paper pulp through the Portucel Soporcel Group.
The changes in the Semapa Group’s holdings over the course of 2004, as indicated above, led to a significant alteration in the set of companies included in the consolidated accounts, meaning that the principal indicators and figures for 2003 and 2004 are not directly comparable.
The most significant change was the inclusion of the Portucel Soporcel Group in the consolidated accounts, in accordance with the accounting standards in force:
- Consolidation by the full consolidation method of the Portucel Soporcel Group’s accounts from October to December.
- Appropriation by Semapa of 30% of the net results of Portucel from June to September, 60% in October, and 67.1% in November and December.
In turn, as a result of the disposal of part of Secil in June, Semapa consolidated 100% of the Secil Group results up to May, inclusive, and 51% from June to December.
In keeping with the procedure adopted in the previous year, the Enersis II Group continues to be included in Semapa’s consolidated financial statements by means of the equity method; there is therefore no effect on comparability between financial years.
Given that the business community needs to make comparisons and forecasts, we present below the main items from the pro forma and unaudited balance sheet and income statement, with consolidation of Portucel’s accounts, by the full consolidation method, for the 12 months of the year.
Analysis of the indicators in the pro forma and unaudited financial statements reveal that turnover has risen to approximately 1,426 million euros and EBITDA to approximately 333 million euros..
| Leading Economic and Financial Indicators | 106Euros | |||||
| 2001 | 2002 | 2003 | 2004 | 2004 Unaudited Pro Forma |
||
| Turnover | 500,6 | 491,1 | 417,8 | 700,0 | 1.426,6 | |
| EBITDA | 162,4 | 168,1 | 120,4 | 170,1 | 333,6 | |
| Depreciation and provisions | 54,1 | 55,0 | 62,3 | 70,5 | 147,4 | |
| Depreciation of goodwill | 8,1 | 11,6 | 17,3 | 39,6 | 52,7 | |
| EBIT | 100,3 | 101,5 | 40,8 | 60,1 | 133,5 | |
| Financial results | -10,2 | -22,4 | -2,8 | -27,7 | -50,5 | |
| Current results | 90,1 | 79,2 | 37,9 | 32,3 | 83,0 | |
| Extraordinary results | -1,8 | 2,5 | 22,9 | 195,9 | 201,9 | |
| Pre-tax profits | 88,3 | 81,7 | 60,8 | 228,2 | 285,0 | |
| Taxes | 4,3 | 21,2 | 20,5 | 31,5 | 53,2 | |
| Minority interests | 39,8 | 29,7 | 0,3 | 14,7 | 25,8 | |
| Net profits | 44,1 | 30,8 | 40,1 | 182,1 | 205,9 | |
| Cash Flow |
106,3 | 97,4 | 119,7 | 292,1 | 406,0 | |
| Total net assets | 1.003,0 | 1.068,5 | 1.225,5 | 3.349,0 | 3.354,0 | |
| Shareholders’ equity | 211,1 | 224,5 | 237,6 | 384,4 | 389,4 | |
| Net debt | 230,5 | 162,3 | 461,1 | 1.790,7 | 1.790,7 | |
| EBITDA margin | 32% | 34% | 29% | 24% |
23%
|
|
The EBITDA margin was down on the previous year, due to the fact that Portucel SA has a lower margin than Secil’s, which remained at 29%. Portucel’s margin was also penalized by exterior factors such as the depreciation of the dollar against the euro, and the significant reduction in average paper and pulp prices in the international market, which has pushed down the company’s margin, which stood at 31%, 26% and 22% in 2002, 2003 and 2004 respectively.
Production
Major business developments in the cement sector:
- Production capacity remained at 5,620,000 tons of cement.
- Cement sales rose by 13%, to 4,744,000 tons.
- Clinker sales were up by 32%, at 275,000 tons.
- Ready-mixed concrete sales increased by 15%, to 2,564,000 m3.
- Sales of aggregates were up by 7%, standing at 2,966,000 m3.
- Pre-cast concrete sales rose by 2%.
- Contraction of sales of hydraulic lime, mortar fixative and binders, down by 6%, 8% and 6%, respectively.
Major business developments in the paper and paper pulp sector:
- Production of white pulp up by 2.5%, to 1,254,000 tons.
- Production of printing and writing paper up by 4.3%, to 984,000 tons;
- Increase of 11% in pulp sales to the market, totalling 608,000 tons;
- Sales of printing and writing paper up by 4.1%, totalling 976,000 tons.
Finally, the principal developments in the renewable energy sector were as follows:
- Rated capacity up from 152 MW to 198 MW in 2004;
- Reduction in output: 414 GWh in 2003, as against 370 GWh in 2004, due to extremely unfavourable atmospheric conditions, given that 2004 was a year with extremely low hydraulicity.
Lisbon, 15 March 2005
THE DIRECTORS
March 7, 2005 - NOTICE
GENERAL MEETING OF PORTUCEL - EMPRESA PRODUTORA DE PASTA E PAPEL, SA
SEMAPA Sociedade de Investimento e Gestão, SGPS, SA, shareholder in PORTUCEL – Empresa Produtora de Pasta e Papel, SA, hereby discloses that the General Meeting of Shareholders of the latter company was held today, with an order of business which included the partial amendment of the company’s articles of association. In view of this, SEMAPA hereby discloses the following:
| 1. SEMAPA proposed and voted in favour of withdrawing the said motion for amendment of the articles, included as item 2 on the order of business of the said General Meeting, which motion shall be submitted to a forthcoming General Meeting. |
| 2. The withdrawal of the motion for amendment of the articles of association was part of an agreement reached between PORTUCEL, SGPS and the Semapa Group companies which are shareholders in PORTUCEL, SA, with regard to the extent of their holdings in PORTUCEL, SA. |
| 3. To this end, the text of a shareholders’ agreement was negotiated and agreed with PORTUCEL, SGPS, granting adequate protection to the interests which the State maintains in PORTUCEL, SA, through PORTUCEL SGPS, including the granting to the latter company of a set of rights and guarantees relating to its representation on and intervention in the Board of Directors and General Meeting of the company, and the means of assuring in the long term greater dispersal of the share capital of PORTUCEL, SA, whilst safeguarding the rights of the SEMAPA Group, as the majority shareholder in PORTUCEL, SA. |
| 4. In view of the process of change of government, it was agreed that the formal conclusion of the said shareholders’ agreement should await a decision by the new Government. |
Lisbon, 7 March 2005
SEMAPA - SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
March 3, 2005 - NOTICE
REGISTERED OFFICES - CHANGE OF ADDRESS
We hereby disclose that by resolution of the Board of Directors, of 28 February 2005, the company has moved its registered offices to Av. Fontes Pereira de Melo, no.14, 10º andar, in Lisbon
Lisbon, 2 March 2005
The Company Secretary
Paulo Miguel Garcês Ventura
February 14, 2005 - NOTICE - ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
I hereby notify the Shareholders of the Annual General Meeting to be held in Lisbon, at Av. das Forças Armadas, nº 125, 13º C, on 30 March 2005, at 11.00 a.m., with the following order of business:
- To deliberate on the Management Report, Balance Sheet and Financial Statements for the financial year of 2004, and the Report and Opinion of the Audit Board.
- To deliberate on the consolidated financial statements for the same period.
- To resolve on the allocation of results.
- To assess the management and supervision of the company.
- To resolve on a proposal from the Board of Directors for the acquisition and disposal of the company’s own shares and bonds.
- To resolve on the increase in the number of directors from nine to eleven.
- To elect two directors to fill the vacancies created by the resolution adopted under the preceding point on the order of business, to hold office until the end of the current term of office of the other company officers.
- To resolve on the regulations governing old age or invalidity retirement pensions for directors under the terms of article 17 of the articles of association and article 402, para. 4, of the Companies Code.
- To resolve on amendment of article 11, para. 1, of the articles of association in order to permit the board of directors to comprise an uneven number of members, no less than three and no more than fifteen.
The preparatory information provided for in law will be available for consultation by the Shareholders, at the registered offices and on the company’s website, during fifteen days prior to the date of the Meeting. The motion for amendment of the articles of association is made available as of this date.
Requirements for attendance and exercise of voting rights:
- In addition to the company officers and the common representative of the bondholders, only shareholders owning a minimum of 385 shares (this number corresponding to one vote) who no less than eight days prior to the date of the meeting present a document proving ownership of the shares, as from at least the thirtieth day prior to the date of the meeting, and the freezing of such shares until the end of the meeting, may attend and take part.
- The general meeting may also be attended by shareholders without voting rights who group together to form at least the minimum number of shares required, and who are represented by one of their number.
- A shareholder may only be represented at the general meeting by a spouse, ascendant or descendant, a member of the board of directors or another shareholder, except for corporate shareholders, which may delegate powers of representation to whomsoever they see fit.
- Proxy letters from individual shareholders and powers of attorney from corporate shareholders shall be delivered to the chairman of the board of directors no less than eight days prior to the date of the meeting.
Shareholders may cast postal votes, under the terms of article 22 of the Securities Code, in keeping with the following procedure:
- The envelope containing the voting declarations shall be addressed to the Chairman of the general meeting and delivered to the registered offices or sent by registered mail with recorded delivery.
- The envelope shall arrive at the company no less than three days prior to the date of the meeting.
- The same envelope shall contain: (1) the voting declaration, one for each item on the order of business, in a closed and separate envelope, bearing on the outside indication of the item on the order of business to which it relates and (2) a letter addressed to the Chairman of the Meeting, with notarised signature, expressing the intention to vote.
Lisbon, 14 February 2005
The Chairman of the General Meeting
Henrique Reynaud Campos Trocado
January 3, 2005 - PRESS RELEASE
Market Disclosure: Acquisition of holding in ENCE – Grupo Empresarial Ence, SA
As required by and for the purposes of the Securities Code, we hereby announce that SEINPAR INVESTMENTS BV, a wholly owned subsidiary of SEMAPA – Sociedade de Investimentos e Gestão SGPS, SA, acquired on the Stock Exchange, on 28 December 2004, 1,018,800 shares in ENCE – Grupo Empresarial Ence SA, a Spanish corporation, corresponding to 4% of the share capital of such company, for a sum of 22,797,393 Euros (twenty two million, seven hundred and ninety seven thousand, three hundred and ninety three Euros).
The Board of Directors
November 26, 2004 - PRESS RELEASE
INFORMATION ON THE RESULTS OF THE THIRD QUARTER 2004
As the market is aware, in June this year, Semapa acquired 30% of the share capital of Portucel – Empresa Produtora de Pasta e Papel SA, for a price of approximately 334 million euros.
During the third quarter, Semapa Investments BV, a subsidiary of Semapa – Sociedade de Investimento e Gestão SGPS, SA, launched a takeover bid for shares in Portucel.
After the end of the third quarter – on October 4 – as a result of the takeover bid, Semapa Investments BV paid a price of approximately 361 million euros for shares in Portucel corresponding to 30.37 of the share capital. The shares acquired as a result of the takeover bid are not accounted for in the financial statements under analysis as the operation was concluded after September 30.
Accordingly, in the third quarter financial statements, as in those for the first quarter, the Semapa Group used the equity method for accounting for its 30 stake in Portucel resulting from the privatization process, and this is the main reason for the increase in value in the account for Consolidated Financial Investments in relation to the same period in the previous year.
The disposal by the Semapa Group (1st quarter 2004) to the CRH Group of 45.1 of the share capital of Secil for approximately 333 million euros, subject to adjustment, is responsible for the increase in the account for Minority Interests in the Consolidated Financial Statements. This operation also caused a reduction in gross borrowing and an extraordinary income of approximately 139.1 million euros.
The shares in Cimpor (aproximately 9) were also sold off during the first half for approximately 251 million euros, which was reflected in the financial statements, causing a reduction in gross borrowing and an extraordinary income of aproximately 39.4 million euros.
| SEMAPA CONSOLIDATED | ||||
| Leading Economic and Financial Indicators | 103Euros | |||
| 2003 | 3rd Quar. 03 | 3rd Quar. 04 | Var. | |
| Sales | 417.821 | 319.942 | 329.316 | 2.93% |
| EBITDA | 119.675 | 92.280 | 91.722 | -0.60% |
| Depreciation and Provisions | 62.276 | 41.956 | 44.451 | 5.95% |
| Depreciation of Goodwill | 17.326 | 12.300 | 13.159 | 6.99% |
| EBIT | 40.760 | 38.024 | 34.112 | -10.29% |
| Financial Results | (2.827) | (1.565) | (9.470) | 505.22% |
| Current Results | 37.933 | 36.459 | 24.642 | -32.41% |
| Extraordinary Results | 22.889 | 16.277 | 187.734 | 1053.35% |
| Pre-tax Profits | 60.822 | 52.736 | 212.375 | 302.71% |
| Taxes | 20.490 | 23.317 | 44.002 | 88.71% |
| Minority Interests | 259 | 243 | 6.056 | 2389.82% |
| Net Profits | 40.073 | 29.176 | 162.317 | 456.33% |
| Cash Flow |
119.675 | 83.432 | 219.927 | 163.60% |
| Total Net Assets | 1.225.485 | 1.152.786 | 1.307.428 | 13.41% |
| Shareholders Equity | 237.626 | 236.280 | 386.573 | 63.61% |
| Net Borrowing | 461.127 | 481.534 | 424.795 | -11.78% |
| EBITDA margin | 29% | 29% | 28% | |
Overall, the Semapa Group recorded positive performance in the 3rd quarter.
Consolidated sales and services, as at 30 September, stood at 329.3 million euros, up 3% over the same period in the previous year. This performance in sales was due essentially to growth in sales of cement and clinker.
EBITDA declined slightly (0.6%) in comparison with the same period in the previous year, due essentially to costs incurred by Semapa in relation to the operation for the acquisition of Portucel. The Secil Group’s Consolidated Financial Statements show growth of 1% in EBITDA. The worsening of financial results in relation to the same period in the previous year is explained essentially by the non-receipt of dividends from Cimpor, due to disposal of this holding, as already mentioned, on a date prior to the payment of dividends.
Accrued cash flow in the 3rd quarter stood at 219.9 million euros, which compares with 83.4 million in the same period in 2003. In accrued terms, Net Profits stood at 162.3 million euros, as against 29.1 million in the same period in the previous year. The increase in both Cash Flow and Net Profits is explained essentially by the capital gains realized on the holdings in Cimpor and Secil.
Due to the borrowing required for the acquisition of the holding in Portucel – Empresa Produtora de Pasta e Papel, SA, and without prejudice to the decision to be adopted by the General Meeting, it is not expected that these results will give rise to distribution of dividends greater than in previous years.
Lisbon, 26 of November 2004
The Board of Directors
September 29, 2004 - RELEVANT FACT
REPORT ON 1ST HALF RESULTS 2004
The SEMAPA Group recorded positive performance overall in the first half of 2004, with consolidated Sales and Services Rendered standing at 220 million Euros, representing growth of 3% over the 1st half of 2003. This reflects the improvement in the cement sector. In comparison with the 1st half of 2003, Secil Group sales rose by 3.1%, EBITDA grew by 6.6% and EBIT by 9.3%.
The Group recorded a decrease of 1% in consolidated EBITDA in relation to the same period in the previous year, as a result of one-off expenses in the account for third party supplies and services, attributable to the holding structure.
Operating Results stood at 22.7 million Euros, up by 1.5% on the same period in the previous year.
Disposal of the holding in Cimpor on a date prior to payment of dividends, combined with the charges relating to the financing for the new investment made and the drop in the Net Profits of some of the company’s subsidiaries in the first half all contributed to the evolution recorded in consolidated Financial Results.
The Group recorded positive consolidated Net Results of 185.4 million Euros, thanks to capital gains on the disposal of minority holdings in Secil and Cimpor.
As a result, SEMAPA closed the first half with consolidated Net Profits, after minority interests, of 154.6 million Euros.
The Group’s net borrowing stood at 430.2 million Euros at the end of the 1st half of 2004, as compared with 484.4 million Euros in the same period in 2003, representing a reduction of 11.2%, despite the investment so far made in the operation relating to the privatization of Portucel. This reduction was due to disinvestment in the form of disposal of 49% of Secil and approximately 9% of Cimpor.
Lisbon, 29 September 2004
THE DIRECTORS
September 21, 2004 - NOTICE
REPRESENTATIVE FOR RELATIONS WITH THE MARKET AND WITH THE SECURITIES MARKET COMMISSION (CMVM)
Pursuant to item h) of Article 3 of CMVM Regulation 04/2004 notice is hereby given that a resolution was adopted on September 15 to appoint José Miguel Pereira Gens Paredes to the position of Company representative for relations with the market and with the CMVM in the place of José Alfredo de Almeida Honório, with effect as from the date of the said resolution.
Lisbon. September 21, 2004
The Company Secretary
Paulo Miguel Garcês Ventura
August 17, 2004 - ANNOUNCEMENT OF THE LAUNCH BY SEMAPA INVESTMENTS B.V. OF A GENERAL TAKE-OVER BID FOR THE SHARES ISSUED BY PORTUCEL
Under the terms and for the purposes of Article 123 of the Portuguese Securities Market Code (“CVM”), the announcement is hereby made of the launch by SEMAPA Investments B.V. of a General Take-over Bid for the shares representing the share capital of Portucel – Empresa Produtora de Pasta e Papel, S.A., (hereinafter known as the “Bid”) under the terms set out in this present announcement and in the other Bid documents.
July 7, 2004 - PRESS RELEASE
PRELIMINARY NOTICE OF LAUNCH OF PUBLIC OFFER TO PURCHASE SHARES ISSUED BY PORTUCEL – EMPRESA PRODUTORA DE PASTA E PAPEL, S.A.
(Correction of the identification of SEMAPA Investments B.V.)
A correction is hereby made to the identification of SEMAPA Investments B.V. contained in item 1 of the preliminary notice of the public offer to purchase shares issued by Portucel – Empresa Produtora de Pasta e Papel, S.A., which item is amended to read as follows:
1. The Offeror is SEMAPA Investments B.V., company existing under the laws of The Netherlands with registered offices at Strawinskylaan 3.105, Atrium 7º, 1.077ZX Amsterdam, with shares capital fully subscribed and paid up in cash of € 18,000, registered with the Amsterdam Chamber of Commerce and Industry under no. 34196211 (hereinafter called the “Offerer”).
Lisbon, 7 July 2004
July 6, 2004 - PRESS RELEASE
PRELIMINARY NOTICE OF LAUNCH OF PUBLIC OFFER TO PURCHASE SHARES ISSUED BY PORTUCEL – EMPRESA PRODUTORA DE PASTA E PAPEL, S.A.
Public notice is hereby given of the launch by SEMAPA Investments B.V., identified in greater detail below, of a Public Offer to Purchase shares representing the share capital of Portucel – Empresa Produtora de Pasta e Papel, S.A. (hereinafter called the “Offer”), on the terms and conditions set out in this preliminary notice:
1. The Offeror is SEMAPA Investments B.V., company existing under the laws of The Netherlands, with registered offices at Starwinskylaan 3.105, 7, 1.077ZX, with share capital fully subscribed and paid up in cash of € 90,000, registered with the Amsterdam Chamber of Commerce and Industry under no. 33.232.905 (hereinafter called the “Offeror”).
2. The Offeree Company is Portucel – Empresa Produtora de Pasta e Papel, S.A., Public Limited Company, with registered offices at Península da Mitrena, Parish of Sado, in Setúbal, with share capital fully subscribed and paid up in cash of 767,500,000 Euros, corporate person no. 503.025.798, registered with the Setúbal Companies Registry under number 05.888/200001204 (hereinafter called the “Offeree Company”).
3. The Financial Intermediaries responsible for assisting the Public Offer to Purchase, under the terms and for the purposes of the provisions of articles 113 and 337 of the Securities Market Code, are Caixa – Banco de Investimento, S.A., with registered offices at Rua Barata Salgueiro, no. 33, in Lisbon, with share capital fully subscribed and paid up in cash of € 81,250,000, corporate person number 501.898.417, registered with the Lisbon Companies Registry under number 67.081, and Banco Espírito Santo de Investimento, S.A., with registered offices at Rua Alexandre Herculano no. 38, Edifício Quartzo, with share capital fully subscribed and paid up in cash of € 70,000,000, corporate person number 501.385.932, registered with the Lisbon Companies Registry under number 57.825.
4. The securities to which the Offer relates are all the shares, both book-entry and registered shares, with a nominal value of € 1 (one Euro) each, representing the share capital of the Offeree Company and which are not held by the Offeror or controlled or controlling companies or companies belonging to the same group, fully paid up, with the respective property and/or corporate rights attaching to the same and which are free of any charge or encumbrance, and of any limitations or restrictions, namely with regard to the respective property and/or corporate rights or to their transferability.The shares representing the capital of the Offeree Company are admitted to the listed securities market of Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A..
5. The offer price is € 1.55 (one Euro and fifty five cents) per share representing the capital of the Offeree Company, to be paid in cash.
6. The Offeror does not hold directly any shares representing the capital and voting rights in the Offeree company.
7. SEINPART – Participações, SGPS, S.A., 49% owned by the Offeror and wholly owned, indirectly, by SEMAPA – Sociedade de Investimento e Gestão SGPS, S.A., holds 230,250,000 shares representing 30% of the capital and voting rights of the Offeree Company. The Securities Market Commission has notified SEMAPA – Soeidade de Investimentos e Gestão SGPS, S.A., which owns the entire share capital of the Offeror, that it is its understanding that no less than 55% of the voting rights in the Offeree Company may be attributed to the said SEMAPA – Sociedade de Investimento e Gestão SGPS, S.A., considering in such calculation the voting rights attached to the shares currently held by SONAE WOOD PRODUCTS B.V., which the Securities Market Commission considers to be held by SONAE WOOD PRODUCTS, B.V. in its own name but on behalf of SEMAPA – Sociedade de Investimento e Gestão SGPS, S.A..
8. The Public Offer to Purchase is general, and the Offeror consequently undertakes, under the terms and conditions of this Notice, to acquire all the shares for which, up to expiry of the time limit for the Offer, the respective holders make a declaration of acceptance.
9. All shares which, up to expiry of the time limit for the Offer, meet the necessary conditions for disposability, may be covered by acceptances of the Offer.
10. The launch of the Offer is conditional on prior registration with the Securities Market Commission, under the terms of the provisions of article 114 of the Securities Code, and on non-objection or authorization by the Competition Authority, under the terms of Law 18/2003, of 11 June, to or of acquisition by the Offeror, and/or by controlling or controlled companies or companies belonging to the same group, of the majority of the share capital and voting rights of the Offeree Company.
Lisbon, 6 July 2004
July 5, 2004 - MATERIAL EVENTS
By the present communication SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A. (SEMAPA) wishes to inform the market that CMVM (the Portuguese Securities Market Commission) told this company it was its understanding that at least 55% of the voting rights of the company PORTUCEL- Empresa Produtora de Pasta de Papel, S.A. (PORTUCEL) - should be attributed to SEMAPA, thus considering the voting rights inherent to the shares presently held by SONAE WOOD PRODUCTS B.V. included in that stake. SEMAPA disagrees and reserves its right to react against this view through the legal measures at its disposal.
SEMAPA also wishes to declare that the company will comply with the legal obligations it believes arise from the Código dos Valores Mobiliários, as it always meant to do.
The understanding conveyed by CMVM has been forwarded to PORTUCEL this same day for the purpose of communication of qualified stakes.
Lisbon, 5th July 2004
June 4, 2004 - NOTICE
Following our notice dated 1st June 2004 concerning the acquisition by SEMAPA through its affiliate Seinpart – Participações SGPS, S.A. of a stake of 230.250.000 shares in the share capital of Portucel – Empresa Produtora de Pasta de Papel, S.A., we wish to make clear that the number of shares that was acquired corresponds to a stake of 30% in the share capital of Portucel and to a similar percentage of voting rights, although they can only become effective until the limit of 25% due to a by-law regulation that so determines.
The Board of Directors
Lisbon, 4th June 2004
June 3, 2004 - PRESS RELEASE
We make public that, following the approval by the European Commission of the transaction consisting in the sale of a 45,125% stake in the Share Capital of the company SECIL to the company CRH PLC (CRH), which will grant to CRH 49% of the voting rights in the said Company, SEMAPA concluded today the mentioned sale.
As previously announced, the referred transaction was made in the presumption of an Enterprise Value of 900 million Euros for the whole Company, at the date of 31st December 2003. In the sequence of the distribution of dividends that took place the net debt amounted to 220 million Euros at the date when the transaction was closed. Thus, the final value of sale of the stake in question amounted to 333 million Euros.
Lisbon, 3rd June 2004.
The Board of Directors
June 1, 2004 - NOTICE
Subsequent to events duly disclosed to the market, SEMAPA, acting through its subsidiary Seinpart – Participações SGPS, SA, hereby gives notice that it today paid the price for the purpose of acquisition of the block of 230,250,000 shares representing 30% of the share capital of Portucel – Empresa Produtora de Pasta de Papel, SA, in accordance with Resolution of the Council of Ministers no. 194/2003, of 30 December.
The Directors
May 5, 2004 - PRESS RELEASE
Semapa has been very pleased to learn of the announcement by the Standing Committee of the Council of Ministers of the Angolan Government, to the effect that the Government has approved a heads of agreement which provides for privatisation of 51% of the share capital of the Angolan cement company ENCIME, to be attributed to its subsidiary SECIL – Companhia Geral de Cal e Cimento, S.A., with a view to overcoming the disagreement deriving from the nationalisation of assets which Secil owned in Angola at the date of the country’s independence.
Lisbon, 5 May 2004 The Directors
April 29, 2004 - INFORMATION ON THE RESULTS OF THE FIRST QUARTER OF 2004.
Information on the Results of the First Quarter of 2004
The Group has recorded better performance than in the same period in 2003, with sales and services up by 3%, standing at approximately 106.5 million euros.
However, we wish to draw attention to the fact that the climatic conditions in the first quarter of 2003 were extremely adverse, causing a sharp drop in business, and that these conditions were not repeated in 2004.
EBITDA for the period stood at approximately 31 million euros, representing an increase of around 4.5%, in line with the trend for growth in sales and services.
Net profits for the quarter stood at 11.7 million euros, some 2.4 times better than those in the previous year, thanks to the influence of the following factors:
- A significant increase in net results from our subsidiary Enersis SGPS, SA, which were recorded by the equity method.
- An extraordinary gain on disposal of a plot of land owned by the subsidiary Secil in Porto.
Net debt stood at 455 million euros, down by 6 million euros at 31 December 2003.
As duly disclosed to the market, Semapa has agreed on the sale to CRH PLC (CRH) of a holding in the share capital of SECIL. In view of the number of shares in SECIL regarded as own shares, CRH will acquire 45.126% of the total share capital, corresponding to 49% of the rights in the company.
This sale is to go ahead on the basis of an enterprise value as at 31 December 2003 of 900 million euros for the company as a whole. The final sale value of the interest in question will depend on the net borrowing to be determined on the date of closure of the transaction.
Two relevant developments have occurred since the close of the period:
- Semapa, acting through its subsidiaries Semapa Investments B.V., Secilpar, SL and Ciminpart, SGPS, SA, companies in which, directly and indirectly, it holds a 100% share, has disposed of its holding in Cimpor – Cimentos de Portugal, SGPS, SA, representing 8.77% of the respective share capital. (During the quarter, it had disposed of approximately 0.22% of the share capital in Cimpor in various stock exchange operations, meaning that the Group no longer holds any shares in the company).
These disposals were made for a total sum of 251 million euros. - The Company has learned, to its great satisfaction, of media reports of the decision taken by the Council of Ministers to the effect that it has been declared, through its subsidiary Seinpart – Participações, SGPS, SA, the successful bidder in the tendering process for the privatisation of a 30% holding in Portucel – Empresa Produtora de Pasta de Papel, SA.
April 27, 2004 - ALTERATION OF COMPOSITION OF COMPANY BODIES
Notice is hereby given under the terms of para. 1 d) of article 3 of the Securities Market Commission Regulations no. 11/2000 that at the general meeting held on 16 April 2004. Dr. Duarte Nuno d’Orey da Cunha was elected as a member of the company’s Audit Board, until the end of the current term of office of the other company officers.
Lisbon, 27 April 2004
The Company Secretary
Paulo Miguel Garcês Ventura
April 27, 2004 - PAYMENT OF DIVIDENDS
The Shareholders are hereby notified that the dividends for the financial year of 2003, attributed by resolution of the General Meeting of 16 April 2004, will be paid on 13 May, the following dividend corresponding to each share:
| Resident shareholders | Non-resident shareholders | ||
| Gross dividend | 0.100 Eur | Net dividend | 0.100 Eur |
| Income/Corp. Tax (15%) | 0.015 Eur | Income/Corp. Tax (25%) | 0.025 Eur |
| Net dividend | 0.085 Eur | Net dividend | 0.075 Eur |
The dividends will be paid through the Central de Valores Mobiliários, in accordance with the respective regulations.
For the purposes of exemption from income/corporation tax or from deduction at source, the shareholders are required to confirm their fiscal status with the depositaries of the shares.
Lisbon, 26 April 2004
SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
The Director
April 26, 2004 - PRESS RELEASE
Having learned of the Council of Ministers’ decision on the tendering process for the privatisation of Portucel, Semapa declares itself delighted with the outcome and ready to assume its new responsibilities in full.
As in previous cases, Samapa will comply rigorously with the commitments made in its tender. This is an inviolable commitment, not only to the Portuguese State, but also to the other shareholders in Portucel and to the company itself.
The credibility of the tendering process from the outset was crucial to Semapa’s decision to take part. The outcome has confirmed these expectations, and the open and professional handling of the process is a credit to all those who took part, and also to those who conducted the process and took the final decision. Semapa notes that its tender has been successful solely because it was regarded as the best by the jury, in keeping with the criteria for the international open tendering process, and also that the Government decided accordingly.
Without prejudice to the strategy which we propose to support in Portucel, Semapa will not fail to consider in future, within the limits of its responsibilities, the possibility of new partnerships with third parties, such as may be useful for Portucel and which do not conflict with any aspect of the tender submitted. The interest generated by the privatisation process amongst major companies in the sector is in principle a guarantee that this is an avenue to explore.
Lisbon, 26 April 2004
The Directors
April 26, 2004 - MATERIAL EVENT
SEMAPA has been very pleased to learn, from reports in the media, that the Council of Ministers has decided to declare it the winner, through its subsidiary Seinpart – Participações, SGPS, SA, in the tendering procedure for privatisation of a 30% interest in the share capital of Portucel – Empresa Produtora de Pasta de Papel, SA.
If these reports are confirmed, and the said decision made official by means of publication of the Resolution of the Council of Ministers, declaring the company the successful bidder, SEMAPA hereby declares its intention of performing its consequent duties, namely those relating to the prompt provision of guarantees, payment of the price and execution of the legal formalities required for the acquisition of a block of 230,250,000 shares representing the share capital of Portucel – Empresa Produtora de Pasta de Papel, SA.
Lisbon, 26 April 2004
The Directors
April 15, 2004 - MATERIAL EVENT
As required by article 248 of the Securities Market Code, it is hereby disclosed that SEMAPA, through its subsidiaries Semapa Investments B.V., Secilpar, SL and Ciminpart, SGPS, SA, companies in which it holds an 100% interest, directly and indirectly, has disposed of its entire holding in Cimpor – Cimentos de Portugal, SGPS, SA, representing circa 9% of the respective share capital, for a total of approximately 251 million euros.
On this date, through an operation carried out on the stock exchange, shares representing 8.77% of the share capital were sold, and over the last two months, through various stock exchange operations, shares representing a further 0.22% of the share capital in the said company have also been disposed of.
Lisbon, 15 April 2004
The Directors
March 31, 2004 - NOW AVAILABLE IN "FINANCIAL STATEMENTS".
The management report relating to the consolidated accounts and other consolidated financial statements for 2003, to be submitted for the consideration of the shareholders, is now available in "Financial Statements".
March 22, 2004 - MATERIAL EVENT - SEMAPA HAS AGREED TO SELL TO CRH PLC A 49% STAKE IN SECIL
SEMAPA has agreed to sell to CRH PLC a 49% stake in SECIL. CRH will acquire 45.1% of the entire issued share capital of SECIL. As there is 7.9% of treasury stock in SECIL, the acquisition of 45.1% of the shares corresponds to a 49% equity stake in SECIL.
CRH is an international group engaged in the business of construction materials with its registered office in Ireland; the group carries on its activity in 23 countries, with activities in the following main lines of business:
a) Cement, concrete, aggregates and asphalt;
b) Value added construction materials;
c) Distribution of specialized construction materials.
The total acquisition spend by CRH in 2003 was 1.6 billion EUR in 41 transactions.
In 2003, CRH had sales of 11,080 million EUR, an operating profit before goodwill of 1,045 million EUR and profit before taxes of 864 million EUR.
CRH is listed on the Dublin and London stock exchange and its ADR are listed in New York on the NASDAQ.
On the date of the purchase and sale referred to above, SEMAPA and CRH will enter into a shareholders agreement to govern the relations between the parties with a view to the control of SECIL. Before closing, SECIL shall transfer to SEMAPA or a company controlled by SEMAPA, the interests held by the former in Cimpor and in the Enersis Group.
The said purchase and sale shall be at an enterprise value of 900 million EUR. The final consideration for the 49% stake will be determined by the net debt of SECIL at the closing date.
The completion of the purchase and sale is subject to obtaining the relevant authorisation by the competent Community competition authority and the completion of final due diligence on SECIL by the purchaser.
SEMAPA is of the opinion that this transaction will allow both groups to benefit from synergies and will contribute to strengthen the position of SECIL within the international cement market.
Lisbon, March 22, 2004.
March 19, 2004 - INFORMATION ON RESULTS FOR 2003
Semapa closed the year with net profits of approximately 40 million Euros, and consolidated net profits of the same amount, representing an increase of approximately 30% over the previous year.
This improvement results from the fact that Secil’s profits have been appropriated to a greater extent, due to the acquisition by a Semapa subsidiary of the holding previously owned in Secil by the Danish companies Hojgaard Holding A/S and FLS Industries A/S.
Consolidated sales and services totalled 418 million Euros. Consolidating earnings before interests, taxes, depreciation and amortization (EBITDA) stood at 120 million Euros, and the company recorded consolidated cash flow of the same amount.
In operating terms, the performance of the companies in the Semapa Group in 2003 was down on the previous year, due essentially to an appreciable fall-off in business in the construction sector in Portugal, which significantly affected the Group’s business in this sector, namely cement, ready-mixed concrete, aggregates, pre-cast concrete, binders and mortars.
The year’s successes included productivity gains at the Group’s main plants in Portugal and Tunisia, which made it possible to offset slightly the negative effects already mentioned.
Enersis, Semapa’s subsidiary in the renewable energy generation sector also recorded positive performance, with output up by 28.8% (in relation to the previous year), at 411 GWh.
The Group’s consolidated net debt as at 31 December 2003 totalled 461 million Euros, as against 162 million Euros in the previous year. The alteration in the value of net debt was due essentially to the contracting and use of a credit facility of 290 million Euros to finance the acquisition of 41.06% of the share capital in Secil, as already mentioned, to additional investments made by the Group and to the cash flow generated in the period.
| Main Economic and Financial Indicators – Consolidated | 106 Eur | ||||
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| 1999 | 2000 | 2001 | 2002 | 2003 | |
|
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| Turnover | 395 | 465 | 501 | 491 | 418 |
| EBITDA | 161 | 165 | 162 | 168 | 120 |
| Depreciation and provisions | 44 | 54 | 54 | 55 | 62 |
| Amortisation of goodwill | 8 | 8 | 8 | 12 | 17 |
| EBIT | 109 | 104 | 100 | 102 | 41 |
| Financial results | 1 | (16) | (10) | (22) | (3) |
| Current results | 110 | 88 | 90 | 79 | 38 |
| Extraordinary results | 3 | 11 | (2) | 2 | 23 |
| Pre-tax profits | 113 | 99 | 88 | 82 | 61 |
| Taxes | 49 | 40 | 4 | 21 | 20 |
| Minority interests | 31 | 29 | 40 | 30 | 0 |
| Net profits | 33 | 31 | 44 | 31 | 40 |
| Cash-Flow | 85 | 92 | 106 | 97 | 120 |
| Total net assets | 598 | 953 | 1.003 | 1.068 | 1.225 |
| Shareholders’ funds | 189 | 194 | 211 | 225 | 238 |
| Net debt | 114 | 253 | 230 | 162 | 461 |
| EBITDA Margin | 41% | 36% | 32% | 34% | 29% |
The financial holding, of approximately 9% of the capital of Cimpor SGPS, S.A., represented by 60,459,700 shares, previously included under "Financial Investments", was reclassified as at 30 June 2003 as "Marketable Securities", in order to reflect the nature of this investment more appropriately.
March 11, 2004 - SEMAPA/98 BONDS - EARLY REDEMPTION
Notice is hereby given that, on the request of the bond holders and on the terms of issue of Semapa/98 bonds, 149,639,459 bonds were redeemed early on 9-3-2004, reducing the issue to a total of 2,244,590,447 bonds.
Lisbon, 11 March 2004
The Board of Directors
March 5, 2004 - SEMAPA/98 BONDS - AMENDMENT OF TERMS OF LOAN
We hereby give notice that at the general meeting of holders of Semapa/98 bonds held on 5 March 2004 the following amendments to the technical terms of the loan were approved:
- Elimination of the Call Option clause.
- Amendment of the wording of the Put Option clause, to read as follows: “Put Option: The subscribers may request early redemption of the loan or of the outstanding capital (Put Option), at par, on the date of maturity of the 12th coupon.”
- Amendment of the Interest Rate clause as from the date of maturity of the 12th coupon to: “Interest Rate: corresponds to the arithmetical average of the EURIBOR 6 months rate ruling on the five TARGET business days prior to the starting date of any of the interest periods, plus 1.25% per annum, and rounded up, if necessary, to the third decimal place of the immediately higher percentage point.
“EURIBOR 6 months rate” shall be deemed to mean the rate sponsored by the European Bank Federation in association in the International Foreign Exchange Association, resulting from calculation of the average rates for 6 month interbank deposits denominated in Euros, offered in the Economic and Monetary Union zone between leading banks, quoted for the spot value (TARGET + 2), on the base of Current/360, and disclosed at approximately 11.00 a.m. Brussels time, on REUTER’s EURIBOR01 page, or on another page substituting the same, or in the event of REUTERS ceasing to disclose rates, on the page of another agency that does so.
For this purpose, “TARGET business days” shall be deemed to be those on which the TARGET payments system (Trans-European Automated Real Time Gross Settlement Express Transfer) is in operation.”
Notice is also given that the Bond Holders who, up to the date of the General Meeting of Bond Holders, have notified the company of their intention to exercise the Put Option on the 12th coupon may, if they see fit, in view of the alterations to the loan terms referred to above, notify the company of their intention to revoke their intention to exercise the Put Option, until 8 March.
February 25, 2004 - MATERIAL EVENTS - SEMAPA DISCLOSES SUBMISSION OF BID IN PHASE 2 OF THE PRIVATISATION OF PORTUCEL
As required by article 248 of the Securities Code, it is hereby disclosed that Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. has submitted on this date, through its subsidiary Seinpart – Participações, SGPS, S.A., a bid for acquisition of a block of 230,250,000 registered shares, with a nominal value of € 1 per share, representing 30% of the share capital of Portucel – Empresa Produtora de Pasta e Papel, S.A., in the open procedure for the second phase of privatisation of the said company.
It is also disclosed that neither Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., nor any company which it controls or exercises control over it, or belonging to the same group, has entered into any agreement with the shareholders of Portucel – Empresa Produtora de Pasta e Papel, S.A., such as may determine, by operation of the provisions of article 20 of the Securities Code, any imputation of voting rights pertaining to shares representing the capital of such company, or which assigns it any right to acquire, maintain or increase a qualifying holding in the same.
Lisbon, 25 February 2004
The Board of Directors,
Representative for market relations: Dr. José Honório – Tel. (21 792 71 20)
February 20, 2004 - ANNUAL GENERAL MEETING - RECTIFICATION OF NOTICE
I hereby notify the shareholders that the Annual General Meeting of this company will be held in Lisbon, at Av. das Forças Armadas, no. 125, 13º C, on 16 April 2004, at 11.00 a.m., and not on 6 April, as indicated by oversight in the notice previously published here.
Lisbon, 19 February 2004
The Chairman of the General Meeting
Henrique Reynaud Campos Trocado
February 16, 2004 - SEMAPA BONDS 98 - PARTIAL REDEMPTION AND PAYMENT OF COUPON NO. 12
Holders of SEMAPA 1998 bonds are hereby informed that the interest relating to coupon no. 12 will be paid on 09 March 2002, together with partial redemption, the principal paying agent being:
BANCO PORTUGUÊS DE INVESTIMENTO, S.A.
| Gross value (EUR) | 0.00011990 |
| Corporation/Personal Income Tax | 0.00002398 |
| 0.00009592 | |
| Redemption | 0.00200000 |
Under the regulations of the Central Securities Depositary, interest on centralised bonds will be paid through the said Depositary (C.S.D. Code).
Lisbon, 16 February 2004
SEMAPA – SOPCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.
February 16, 2004 - NOTICE - ANNUAL GENERAL MEETING
Under the terms of para. 1 of article 376 and para. 6 of article 377 of the Companies Code, I hereby notify the Shareholders of the Annual General Meeting to be held in Lisbon, at Av. das Forças Armadas, nº 125, 13º C, on 16 April 2004, at 11.00 a.m., with the following order of business:
- To receive the Management Report, Balance Sheet and Financial Statements for the financial year of 2003, and the Report and Opinion of the Audit Board.
- To receive the consolidated financial statements for the same period.
- To resolve on the allocation of results.
- To assess the management and supervision of the company.
- To resolve on a proposal from the Board of Directors for the acquisition and disposal of the company’s own shares and bonds.
- Resolve on ratification of the appointment of the full and alternate Official Auditors made under the terms of para. 3 of article 50 of Decree-Law 487/99 of 16 November.
- To elect a member of the Audit Board in order to fill the existing vacancy, until the end of the current term of office.
The preparatory information provided for in law will be available for consultation by the Shareholders, at the registered offices, during fifteen days prior to the date of the Meeting.
Requirements for attendance and exercise of voting rights:
- In addition to the company officers and the common representative of the bondholders, only shareholders owning a minimum of 385 shares (this number corresponding to one vote) who no less than eight days prior to the date of the meeting present a document proving ownership of the shares, as from at least the thirtieth day prior to the date of the meeting, and the freezing of such shares until the end of the meeting, may attend and take part.
- The general meeting may also be attended by shareholders without voting rights who group together to form at least the minimum number of shares required, and who are represented by one of their number.
- A shareholder may only be represented at the general meeting by a spouse, ascendant or descendant, a member of the board of directors or another shareholder, except for corporate shareholders, which may delegate powers of representation to whomsoever they see fit.
- Proxy letters from individual shareholders and powers of attorney from corporate shareholders shall be delivered to the chairman of the board of directors no less than eight days prior to the date of the meeting.
Shareholders may cast postal votes, under the terms of article 22 of the Securities Code, in keeping with the following procedure:
- The envelope containing the voting declarations shall be addressed to the Chairman of the general meeting and delivered to the registered offices or sent by registered mail no less than three days prior to the date of the meeting.
- The envelope shall arrive at the company no less than three days prior to the date of the meeting.
- The same envelope shall contain: (1) the voting declaration, one for each item on the order of business, in a closed and separate envelope, bearing on the outside indication of the item on the order of business to which it relates and (2) a letter addressed to the Chairman of the Meeting, with notarised signature, expressing the intention to vote.
Lisbon, 10 February 2004
The Chairman of the General Meeting
Henrique Reynaud Campos Trocado
February 13, 2004 - NOTICE - QUALIFYING HOLDINGS
Under the terms and for the purposes of para. 1 of article 17 of the Securities Code, it is hereby disclosed that AF Investimentos – Fundos Mobiliários, S.A., on behalf of the securities funds it manages, notified this company, by fax received on this date, that on 11 February 2004 it increased, through acquisition, its holding in Semapa to 2,468,900 shares, corresponding to 2.09% of the respective share capital. Considering the number of shares in the company which are currently subject to the rules on own shares, this holding corresponds to 2.14% of the non-suspended voting rights in the company.
Lisbon, 13 February 2004
January 29, 2004 - NOTICE - GENERAL MEETING OF BOND HOLDERS
NOTICE - GENERAL MEETING OF BOND HOLDERS
Under the terms of para. 2 of article 355 of the Companies Code, I hereby call the Holders of Semapa/98 bonds to a General Meeting of Bond Holders, on 5 March 2004, at 10.00 a.m., at the registered offices of the company, with the following order of business:
Sole item – To resolve, under the terms of paras. 4 b) and 7 of article 355 of the Companies Code, on the amendment of the terms of the bond issue, as per the proposal from the issuer, transcribed below:
“Under the terms of article 355, para. 4 b) of the Companies Code, alterations are proposed to the terms of the Semapa/98 bond issue, by means of the following amendments to the issue specifications in force:
- Elimination of the Call Option clause.
- Amendment of the wording of the Put Option clause, to read as follows: “Put Option: The subscribers may request early redemption of the loan or of the outstanding capital (Put Option), at par, on the date of maturity of the 12th coupon.”
- Amendment of the Interest Rate clause as from the date of maturity of the 12th coupon to: “Interest Rate: corresponds to the arithmetical average of the EURIBOR 6 months rate ruling on the five TARGET business days prior to the starting date of any of the interest periods, plus 1.25% per annum, and rounded up, if necessary to the third decimal place of the immediately higher percentage point.
“EURIBOR 6 months rate” shall be deemed to mean the rate sponsored by the European Bank Federation in association in the International Foreign Exchange Association, resulting from calculation of the average rates for 6 month interbank deposits denominated in Euros, offered in the Economic and Monetary Union zone, quoted for the spot value (TARGET + 2), on the base of Current/360, and disclosed at approximately 11.00 a.m. Brussels time, on REUTER’s EURIBOR01 page, or on another page substituting the same, or in the event of REUTERS ceasing to disclose rates, on the page of another agency that does so.
For this purpose, “TARGET business days” shall be deemed to be those on which the TARGET payments system (Trans-European Automated Real Time Gross Settlement Express Transfer) is in operation.”
Notice is also given that the Bond Holders who, up to the date of the General Meeting of Bond Holders, have notified the company of their intention to exercise the Put Option on the 12th coupon may, if they see fit, in view of the resolutions which may be adopted at the meeting, notify the company in writing of their intention to revoke their intention to exercise the Put Option, until 8 March.
Remarks:
- One vote shall be assigned to each bond;
- The resolution in question needs to be carried by half of the votes corresponding to all the bond holders and is binding on absent or dissenting bond holders;
- Bond holders are required to produce proof, by the date of the General meeting, at the company’s registered offices, of their capacity as bond holders, and of the number of bonds they hold; and
- Any bond holder may be represented by a proxy, by means of a proxy letter addressed to the chairman of the meeting, on which the signatory shall indicate the number, date and issuer of his respective identity card, or, in the case of a corporate person, bearing a notarised signature.
The Common Representative of the Bond Holders
Leonor Maria Barreto de Carvalho Ventura de Castro
December 16, 2003 - NOTICE - ACQUISITION OF OWN SHARES
We hereby give notice, under the terms of articles 9 and 10 of Securities Market Commission Regulations no. 11/2000, that at today’s session of the Lisbon Euronext Stock Exchange we sold 2,653,280 shares in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. for a unit price of 3.63 €. We also give notice that at today’s Lisbon Euronext session these shares were acquired by the company Secil – Investimentos, SGPS, S.A., with registered offices at Av. das Forças Armadas no. 125, 8th Floor, Lisbon, with share capital of 25,000,000 euros, registered at the Lisbon Companies Registry under no. 10.289, corporate person no. 504 703 315, dominated by this company, for a unit price of 3.63 €.
The company ceased to hold directly any of its own shares and now holds indirectly, through Secil – Investimentos, SGPS, S.A., a total of 2,727,975 shares, corresponding to 2.3% of the share capital.
November 27, 2003 - MATERIAL EVENTS
In the light of press reports published today with regard to the possible disposal by SEMAPA of a 41% share in SECIL – Companhia Geral de Cal e Cimento, S.A. (SECIL), this company wishes to disclose that it is considering the disposal of the 41% share in SECIL which it acquired from the Danish shareholders. To this end, SEMAPA has already started a procedure for selection of potential investors interested in acquiring a stake in SECIL. The market will be informed promptly of any agreements concluded for the sale of shares in SECIL.
October 30, 2003 -
Announcement - Consolidated Quarterly Report - September 2003
The Group has continued to perform less well than in the previous year, due essentially to a fall-off in activity in the civil construction sector in Portugal and Tunisia, which has significant affected business associated with this sector, in particular sales of cement, ready-mixed concrete, aggregates, pre-cast concrete, binders and mortars.
Major investments have continued in the cement sector, in both Portugal and Tunisia and in the renewable energies business area.
Consolidated sales totalled EUR 106.3 million in the 3rd quarter. In accumulated terms, sales stand at EUR 320 million, appreciably lower (17.6%) than in the same period in 2002.
The EBITDA margin for the 3rd quarter stood at 29%, lower than that recorded in 2002 (35.5%), albeit slightly better than the one obtained in the 1st half (28%).
Accumulated cash flow stood at EUR 83.4 million, up approximately 6% on the same period in the previous year.
Consolidated net profit for the quarter totalled EUR 8.5 million. Consolidated net profit for the year stood at EUR 29.2 million, which represents an increase of 10.5% year-on-year, positively influenced by the write-off of provisions recorded in 2002, concerning the market appreciation of the value of the financial holding in Cimpor.
The financial holding in Cimpor SGPS, S.A. - approximately 9% of the share capital - is accounted for at market value as at 30 September (EUR 3.45/per share), lower than the acquisition cost and slightly higher than at 31 December 2002 (EUR 3.45/per share). As a result, the provision created in 2002 in the caption “Provisions for Financial Investments” has been reduced by approximately EUR 15.1 million, with this amount being recorded in the caption “Extraordinary Income”, according to Portuguese GAAP. The impact on “Deferred Taxes” was EUR 5.3 million and on the “Consolidated Net Profit”, EUR 9.8 million.
The increase in “Net Debt” was due essentially to the financing of the acquisition of 41.06% of the share capital of Secil, as set out in the Directors’ Report for the first half. Such acquisition brought the “Minority Interests” to immaterial levels.
On 13 October, Semapa joined the Euronext NextPrime segment, as decided at the Segmentation Committee meeting held on 23 September.
October 14, 2003 - ANNOUNCEMENT
SEMAPA – Sociedade de Investimento e gestão, SGPS, SA is now included in NextPrime segment and index. This decision will improve Semapa’s visibility in international markets and bring it’s financial communications into line with special requirements, extending above and beyond existing obligations in the company home market. The inclusion of Semapa in the NextPrime was announced on the 10th of October in the Euronext Paris Notices with the following announcement: Inclusion of SEMAPA in Next Prime segment and index - After advice of the Segmentation Committee, SEMAPA will be included in Next Prime segment and index as of October 13th, 2003.
September 9, 2003 - INTEREST PAYABLE ON THE 11TH COUPON OF THE BONDS "OBRIGAÇÕES SEMAPA 98", NET VALUE OF € 0.00010428 PER BOND
Interest payable on the 11th coupon of the bonds "Obrigações Semapa 98", net value of € 0.00010428 per bond.
August 18, 2003 - SEMAPA 98 BONDS - PAYMENT OF COUPON NO. 11
The holders of SEMAPA 1998 bonds are hereby informed that as from 09 September 2003 interest relating to coupon no. 11 will be payable, the principal payer agent being
BANCO PORTUGUÊS DE INVESTIMENTO, S.A.
| Gross (EUR) | 0.00013035 |
| Income/corporation tax | 0.00002607 |
| Net value | 0,00010428 |
Under the terms of the Securities Market Commission regulations, interest on bonds deposited will be paid through the Central de Valores Mobiliários (SEMBOE).
May 5, 2003 - NOTICE - COMPANY SECRETARY
Notice is hereby given under the terms of paragraph 1 e) of article 3 of the Securities Market Commission Regulations no. 11/2000 that at the meeting of the Board of Directors of 30 April 2003 it was resolved to re-elect Dr. Paulo Miguel Garcês Ventura as company secretary and Dr. José Miguel Gens Paredes as alternate company secretary, with effect as from 31 March 2003, the date of the election of the current directors of the company.
April 22, 2003 - NOTICE - CONVERSION OF SHARES
Notice is hereby given, under the terms of paragraph 2 d) of article 2 of Securities Market Commission Regulations no. 11/2000, that on 12 May 2003 all shares in the company, which are currently bearer shares, shall be converted into registered shares, under the terms of the amendment to the articles of association adopted at the general meeting of the company held on 31 March. This conversion will imply alteration of the ISIN code for the shares.
April 9, 2003 - NOTICE - COMPANY OFFICERS
Notice is hereby given under the terms of paragraph 1 d) of article 3 of the Securities Market Commission Regulations no. 11/200 that the general meeting of the company held on 31 March 2003 the following company officers were elected for the three-year period ending 31-12-2005:
Officers of the General Meeting:
Chairman: Dr. Henrique Reynaud Capos Trucado
Secretary: Eng. Jorge Manuel de Mira Amaral
Audit Board:
Chairman: Abtónio Dias e Associados, SROC (represented by Dr. António Marques Dias)
Full members:
- Dr. Rafael Caldeira Castel-Branco Valverde
- Dr. Luís Miguel de Almeida Belo
Alternate member: Freire Loureiro e Associados, SROC, (represented by Dr. Carlos Oliveira Loureiro)
Board of Directors:
Chairman: Pedro Mendonça de Queiroz Pereira
Directors:
- Maria Maude Mendonça de Queiroz Pereira Lagos
- Eng. Carlos Eduardo Coelho Alves
- Dr. José Alfredo de Almeida Honório
- Eng. Frederico José da Cunha Mendonça e Meneses
- Eng. Gonçalo Allen Serras Pereira
- Dr. Francisco José Melo e Castro Guedes
- Dr. Paulo Jorge Barreto de Crvalho Ventura
- Dr. Luís Manuel Pedo Todo Bom
December 23, 2002 - NOTICE
Notice is hereby given that on 23 December 2002 SEMAPA and Hojgaard Holding a/s and FLS Industries a/s have again reached agreement on the purchase by a wholly owned subsidiary of SEMAPA of quota shares held by the said Danish companies in the share capital of FLSHH, SGPS LDA which is, in turn, holder of 21,728,520 shares in Secil – Companhia Geral de Cal e Cimento, S.A., representing 41.06% of its share capital.
The finance for the acquisition of this holding has been contracted for some time.
The acquisition is however conditional on approval by the General Meeting of Semapa of certain acts disposing of shares in Secil, and of other preconditions usual in international financing contracts similar to that concluded.
The acquisition referred to should take place by 25 March 2003, the agreement now reached lapsing if by such date the preconditions for the release of the funds from the finance contract are not met.
December 11, 2002 - MATERIAL EVENTS
Notice is hereby given, under the terms of article 248 of the Securities Market Code, that this company has promised to acquire, through a company which it wholly owns, and for a price of approximately EUR 304,00,00 (three hundred and forty million euros), the entire share capital in the company FLSHH, SGPS, Ldª, which in turn holds 21,728,520 shares, corresponding to 41.06% of the share capital in SECIL – Companhia Geral de Cal e Cimento, S.A. and 44.6% of the voting rights.
Under the terms of the promise, the conclusion of the definitive contract is subject to the purchaser obtaining adequate finance, and should occur by 18 November 2002.
The price will be paid on conclusion of the definitive contract.
December 6, 2002 - MATERIAL EVENTS
Notice is hereby given under the terms of article 248 of the Securities Market Code that due to the impossibility of complying promptly with a prior condition established by the body financing the operation, the acquisition by Semapa of the share capital in FLSHH, SGPS, Lda, which in turn holds 21,728,520 shares in SECIL – Companhia Geral de Cal e Cimento, S.A., which had been announced for 9 December 2002 will not take place on this date, although the negotiations towards conclusion of this transaction continue.
November 12, 2002 - MATERIAL EVENTS
In order to complement the information disclosed on 4 October, notice is hereby given that, by agreement between the Parties, the time limit has been extended until 9 December 2002 for conclusion of the definitive contract for the acquisition of the entire share capital in FLSHH, SGPS, Lda., which in turn holds 21,728,520 shares, corresponding to 41.06% of the share capital in SECIL – Companhia Geral de Cal e Cimento, SA, and 44.6% of the voting rights.
April 17, 2002 - MATERIAL EVENTS
Notice is hereby given that a company dominated by Semapa has signed an agreement with a view to subscription in full of the share issue to be made by the company “Ciment de Sibline SAL”, with registered offices in Beirut, Lebanon, with a value of LBP 30,140,000,000, representing approximately USD 20,000,000, thereby taking up a holding of 21.22% in the share capital of the said company.
December 10, 2001 - MATERIAL EVENTS
In the course of internal reorganisation, the SEMAPA GROUP has disposed of SECILPAR, S.L., Sociedade Unipersonal, company holding 9% of the shares in CIMPOR CIMENTOS DE PORTUGAL SGPS, S.A., to PARCIM INVESTMENTS, B.V., a subsidiary of SEMAPA. This reorganisation has been effected in order to rationalise the respective structure, with a view to continuing the process of internationalisation, and this fact will have a positive impact which at this stage is estimated at approximately 3,000,000 thousand PTE on the Company's net results in 2001.