fall 08 - portuguese securities market commission · 5/57 associated with the vista alegre museum,...
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08 Fall
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TABLE OF CONTENTS
CONSOLIDATED ANNUAL REPORT .................................................................................................................................................. 3 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .......................................................................................................................... 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................................................ 13 1. GENERAL INFORMATION .......................................................................................................................................................... 13 2. MAIN ACCOUNTING POLICIES AND BASES FOR CONSOLIDATION .......................................................................................................... 15 3. CHANGES TO THE SCOPE OF CONSOLIDATION................................................................................................................................. 16 4. SEASONALITY OF OPERATIONS ................................................................................................................................................... 18 5. CONVERSION OF THE FINANCIAL STATEMENTS OF FOREIGN ENTITIES .................................................................................................... 18 6. SEGMENT REPORTING .............................................................................................................................................................. 18 7. FINANCIAL INSTRUMENTS BY CLASS ............................................................................................................................................. 24 8. TANGIBLE FIXED ASSETS ........................................................................................................................................................... 24 9. INTANGIBLE ASSETS ................................................................................................................................................................. 26 10. IMPAIRMENT ......................................................................................................................................................................... 26 11. INVESTMENT PROPERTIES ......................................................................................................................................................... 27 12. FINANCIAL INVESTMENTS ......................................................................................................................................................... 28 13. INCOME TAX ......................................................................................................................................................................... 29 14. INVENTORIES ......................................................................................................................................................................... 30 15. ACCOUNTS RECEIVABLE AND OTHERS ADJUSTMENTS ....................................................................................................................... 30 16. SHARE CAPITAL, TREASURY SHARES, ISSUE PREMIUM AND SUPPLEMENTARY BENEFITS ............................................................................. 31 17. RESERVES AND RETAINED EARNINGS ............................................................................................................................................ 32 18. CREDIT INSTITUTIONS AND SHAREHOLDER LOANS ........................................................................................................................... 32 19. ACCOUNTS PAYABLE AND OTHER DEBTS ....................................................................................................................................... 40 20. PROVISIONS .......................................................................................................................................................................... 41 21. STATE AND OTHER PUBLIC ENTITIES ............................................................................................................................................. 45 22. SUBSIDIES ............................................................................................................................................................................. 45 23. REVENUE ............................................................................................................................................................................. 46 24. PERSONNEL EXPENSES ............................................................................................................................................................. 47 25. SUPPLIERS AND EXTERNAL SERVICES ............................................................................................................................................ 48 26. OTHER OPERATING EXPENSES AND LOSSES AND OPERATING INCOME AND REVENUE ................................................................................ 49 27. FINANCIAL RESULTS ................................................................................................................................................................ 49 28. COMMITMENTS ..................................................................................................................................................................... 50 29. CONTINGENCIES ..................................................................................................................................................................... 50 30. TRANSACTIONS WITH RELATED PARTIES ........................................................................................................................................ 51 31. SUBSEQUENT EVENTS .............................................................................................................................................................. 55 32. COMPANIES INCLUDED IN THE CONSOLIDATION.............................................................................................................................. 56
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Consolidated Annual Report
Dear Shareholders, Under current legislation, the Board of Directors of VAA-Vista Alegre Atlantis SGPS, SA, (“Company” or “Vista Alegre”) prepared the Annual Report and the Consolidated Accounts of the Group for the financial year during the nine months ended on 30th September 2018, including the corresponding financial statements and its attachments. As legally determined, the presented accounts have been prepared in accordance with International Financial Reporting Standards (IFRS). 1. Universe of consolidation
On the 31st August 2018, Vista Alegre bought from the company Grupo Visabeira, SGPS, S.A. 100% of
the share capital of the company Cerutil – Cerâmicas Utilitárias, S.A. (“Cerutil”), a company which
holds 100% of the share capital of Bordalgest, SA ("Bordalgest"), which in turn holds 83,99% of the
share capital of the company Faianças Artísticas Bordalo Pinheiro, S.A. ("Bordalo Pinheiro"). The sale
of 100% of the share capital of VA Grupo - Vista Alegre Participações, S.A. ("VA Grupo ") to Visabeira
Imobiliária, SGPS, S.A. ("Visabeira Imobiliária") was also completed on this date.
Companies Head office
Percentage of participation
Bordalgest, SA Lisbon 100.00%
Faianças Artísticas Bordalo Pinheiro, SA Caldas da Rainha 83.99%
Cerexport - Cerâmica de exportação, SA Ílhavo 100.00%
Cerutil - Cerâmicas Utilitárias, SA Sátão 100.00%
Faianças da Capôa - Indústria Cerâmica, SA Ílhavo 100.00%
Mexicova, SA City of México 100.00%
Ria Stone Fábrica de Louça de Mesa em Grés, SA Ílhavo 100.00%
Shree Sharda Vista Alegre Private Limited Delhi 50.00%
VA - Vista Alegre España, SA Madrid 100.00%
Vista Alegre France, SAS Paris 100.00%
VAA Brasil – Comércio, Importação e Exportação, SA S. Paulo 89.93%
VAA I.I. – Sociedade Imobiliária, SA Ílhavo 100.00%
Vista Alegre Atlantis Moçambique, Lda Maputo 99.00%
Vista Alegre Atlantis UK LTD London 100.00%
Vista Alegre Atlantis, SA Ílhavo 100.00%
Vista Alegre USA Corporation New York 100.00%
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The purpose of these operations was to concentrate all holdings of the ceramic sector into Vista
Alegre, in order to strengthen the financial and economic situation of the Company, as well as to
strengthen its position within the context of the sector and towards the competing companies,
allowing Vista Alegre to demonstrate a greater importance and diversification of the century old
brand "Bordallo Pinheiro".
MEXICOVA, S.A., a company based in Mexico City, will be engaged in the commercial activity of Vista
Alegre in Mexico (porcelain, crystal, ovenware, faience and handmade glass).
2. Activity evolution
In the first nine months of 2018 it is worth to note Vista Alegre’s excellent performance, with the net
profit of 3.7 million euro standing out, carrying on with the good results reached in the first half of
2018. The external market continues to be a great promoter of this good performance, with 42.6
million euro in sales, currently representing 67% of Vista Alegre’s turnover. This growth is justified
by increasing business in new markets, namely in Europe and Asia. In Europe, France and Spain
stood out with the greatest increases.
Within the domestic market the sales amount was 21.3 million euros, supported by its own stores’
business, and by Vista Alegre strategic consolidation, which focused on this mean in Portugal.
The integrated refurbishment project of the Vista Alegre Museum was the winner of the “public’s
choice” for the RegioStars Awards, an initiative of the European Commission. On 9th October 2018,
the winning projects in 5 categories were announced in Brussels, with Vista Alegre collecting the
award as chosen by the public.
T €
MI ME Total MI ME Total
Porcelain and other products 15,682 15,754 31,436 15,475 15,102 30,577
Faience 144 121 265 0 0 0
Ovenware 1,794 8,401 10,195 566 7,809 8,374
Tableware 440 12,946 13,386 283 13,380 13,663
Crystal and Glass 3,286 5,352 8,638 3,144 5,147 8,291
Total 21,346 42,575 63,921 19,468 41,438 60,906
Segments
Jan to Sep 2018 Jan to Sep 2017
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Associated with the Vista Alegre Museum, the Vista Alegre Complex, located in Ílhavo, was
honoured on 24th September 2018 with a silver medal, as part of the awarding of Tourist Merit
Medals, an initiative by the State Secretary of Tourism and the Minister of Economy.
In the first nine months of 2018, being present at the Maison & Objet fair in Paris stands out
(January 2018), where the brand presented new collections developed in collaboration with leaders
in modern design, among them Christian Lacroix and Marcel Wanders.
Vista Alegre was once again recognised and internationally awarded, this time by the “European
Product Design Awards”, for the collections “Cannaregio”, “Hryb”, “Maya” and “Bicos Bicolor”
glasses. The innovative design as well as the excellence of this long-standing brand in porcelain, glass
and crystal caught the jury’s interest of the international contest once again, won over by these
pieces of great quality and distinction.
Vista Alegre arrives to Mexico through a partnership with Pineda-Covalin, considered to be one of
the leading luxury brands in Latin America. To mark this connection with and expansion to Mexico, a
collection of Vista Alegre pieces was launched paying homage to one of the symbols of the country –
the dreamcatcher. “Atrapasueños” is the name of this tableware and giftware collection.
3. Results
Grupo Vista Alegre’s consolidated income regarding the first nine months of 2018 has shown a good
performance compared to the same period in 2017, having the turnover increased 5%, to 63.9
million euro and EBITDA with a 22% growth, amounting to 11.4 million euro on the 30th September
2018.
T €
Amount %
Turnover 63,921 60,906 3,015 5%
E B I T D A 11,388 9,336 2,052 22%
EBITDA Margin 17.8% 15.3%
Operating result 6,738 4,478 2,259 50%
Operating Margin 10.5% 7.4%
Result before taxes 4,830 2,071 2,759 133%
I R C -1,178 -203 -974 480%
Net results 3,652 1,868 1,784 96%
Consolidated results
Items 30-09-2018 30-09-2017 Variation
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The company recorded an operating result of 6.7 million euro, 50% higher than during the same
period in 2017, and the net profit of the period had a 96% growth rate, during the same period as
well, amounting to 3.7 million euro.
The reinforcement of commercial teams in the world, the continuous improvement of the industrial
procedures, innovative production, as well as investigation and development of new products have
been the main factors for the good operating performances of Vista Alegre.
4. Investments In the first nine months of 2018 the investments to the amount of 17.5 million euro were mainly in
the stone tableware (extension of the productive capacity of the Ria Stone factory) and crystal /
glass (CristalLux project).
5. Prospects
Following a third quarter in 2018 marked by good performance within the Group, it is expected that
the last semester will carry on along the same lines, seated in the strategic vectors that have been
implemented. These are namely in the continuous launch of new products that are relevant in
international markets, in design awards offering visibility and boosting brand awareness greatly, in
communication on digital platform channels, public relations events, through the emphasis on
participating in leading international fairs, through investment in growth within the hotel sector in
the top segments on the international level and in reinforcing expansion into new markets and
consolidating its presence in its current main markets.
The priority markets in which Vista Alegre will direct its efforts in order to continue on with
sustainable growth will be France, Italy, Mexico, India and Canada. In the French market, where the
company already has a branch, expansion of the current distribution network is expected so as to
bring the brand ever closer to consumers. The operations in Mexico and in India are starting and in
Italy will start the decisive phase of implementation of the commercial restructuring that was
initiated in the first semester.
With the focus on the foreign markets and the reinforcement of the commercial teams throughout
the world, the last trimester will continue presenting a sales growth, allowing to improve the
Group’s profitability.
Vista Alegre has several ongoing industrial projects aiming at improving the Group’s
competitiveness. Whether as a result of capacity increase, production diversification or changes
fundamental to the production process, being already ongoing several important partnerships with
renowned brands and designers.
At the General Meeting held on 12th October 2018, the Board of Directors approved the increase of
the share capital of Vista Alegre, within the scope of a public and/or institutional offering for the
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subscription of common shares with a view to increasing the dispersion of the Company's capital
and to optimize financing sources for Vista Alegre's strategy.
On 8th October, Vista Alegre and its shareholder Visabeira Indústria announced the market their
intention to carry out, respectively, a subscription offer for new shares, to be issued within the
scope of the Company’s capital increase, as well as an offer to sale common shares representing
Vista Alegre capital already issued and held Visabeira indústria.
6. Declaration under the terms of the article 246, n1 1, c) of the CVM Pursuant to Article 246, no1, c) do of the Portuguese Securities Market Code, the signatories
individually declare that, to the best of their knowledge, the Management Report, the Consolidated
Financial Statements and other documents required by law or regulation have been prepared in
accordance with applicable International Financial Reporting Standards, giving a true and fair view,
in all materially relevant aspects, of the assets and liabilities, the financial situation and the
consolidated income issuer. Moreover, the Management Report faithfully reflects the evolution of
the business, performance and position of the issuer, as well as of the companies included in the
consolidation group, and it contains a description of the main risks and uncertainties they face.
Ílhavo, 29th October 2018
The Board of Directors
________________________________________________
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Condensed consolidated financial statements Consolidated financial position for the period
on 30th September 2018 and 31st December 2017
Non-audited T € Notes 30-09-2018 31-12-2017
ASSETS Non-current assets Tangible fixed assets
8 116,759 89,715 Goodwill 4,711 4,711 Investment properties
11 1,435 19,013 Intangible assets
9 1,295 1,403 Financial investments
12 215 172 Deferred taxes
13 4,305 4,941 Total non-current assets
128,721 119,955 Current assets
Inventories 14 39,389 33,531 Accounts receivable and other
15 18,570 17,386 Deferrals 15 2,369 1,515 State and other public entities
21 2,135 629 Cash and bank deposits
3,776 4,800 Total current assets
66,238 57,861 TOTAL ASSETS 194,959 177,816
EQUITY
Equity
16 121,927 121,927 Treasury shares
16 -2 -2 Issue premium
16 22,065 22,065 Supplementary capital
16 38,182 38,182 Reserves and retained earnings
17 -139,207 -104,104 Net profit for the period
3,730 4,258 Equity excluding non-controlling interests
46,694 82,326 Non-controlling interests
655 271 Total equity
47,350 82,598
LIABILITIES
Non-current liabilities
Loans granted 18 23,132 21,799 Shareholder loans
18 13,471 370 Subsidies 22 3,947 3,779 Provisions 20 308 369 Provisions for pensions
20 1,325 1,465 Deferred taxes
13 9,313 12,216 Total non-current liabilities
51,496 39,997 Current liabilities
Loans granted 18 39,618 24,209 Shareholder loans
18 13,446 0 Accounts payable and other
19 40,642 29,325 State and other public entities
21 2,408 1,688 Total current liabilities
96,113 55,221 Total liabilities 147,609 95,219 TOTAL EQUITY AND LIABILITIES 194,959 177,816
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Consolidated demonstration of results by nature for the
period of nine months ended
on 30th September 2018 and 2017
* The Group changed the recognition of “Works for the Company” on 31st
December 2017, considering its effect as an
autonomous income heading in the consolidated income statement. As a consequence of this change, the accounts were
restated during the same period in 2017.
T € Non-audited
Items Notes 30-09-2018 30-09-2017
(re-expressed) * 30-09-2017
Sales and services provided
6 and 23 63,921 60,906 60,906 Cost of goods sold and materials used
-19,673 -18,915 -18,526 Production variation
2,018 -241 -241 Gross margin
46,266 41,750 42,139 Works for the company
8 and 9 1,868 1,681 0 Supplies and external services
25 -13,873 -12,453 -12,301 Personnel costs
24 -23,192 -21,791 -20,650 Amortizations
8 and 9 -4,593 -4,328 -4,328
Impairment
10 -57 26 26 Provisions for the year
20 0 -555 -555 Other income and gains
26 -1,186 -1,192 -1,192 Impairment of non-repayable 0 -1 -1 Other revenue and operating income
26 1,505 1,340 1,340 Operating income
6,738 4,478 4,478 Interest and similar expenses
27 -1,994 -2,429 -2,429 Interest and similar income
27 86 22 22 Financial result
-1,908 -2,407 -2,407 Result before taxes
4,830 2,071 2,071 Income tax
13 -1,178 -203 -203 Consolidated result for the period
3,652 1,868 1,868 Attributable:
Shareholders
3,730 1,885 1,885 Non-controlling interests
-78 -17 -17 Result by basic action (€)
0.0024 0.0016 0.0016 Result per diluted action (€) 0.0024 0.0016 0.0016
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Consolidated statement of comprehensive income for
the period of nine months ended
on 30th September 2018 and 2017
Notes 30-09-2018 30-09-2017
Consolidated net result of the period (a) 3,652 1,868
Other integral income:
Amounts that will not subsequently be reclassified in the results Retirement Benefits 20 Actuarial gains and losses 10 61 Fiscal impact of the aforementioned effect 0 7
10 68 Amounts that will subsequently be reclassified in the results
Exchange conversion adjustments
-249 -478 Other adjustments 77 0
-172 -478 Other comprehensive income of the period (b):
-162 -410
Total comprehensive income of the period (a) + (b)
3,491 1,458
Total Comprehensive income attributable to:
Shareholders
3,602 1,474 Non-controlling interests -111 -16
3,491 1,458
Non-audited
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Consolidated statement of changes in equity for the
period of nine months ended on 30th September 2018 and for the
period ended on 31st December 2017
Items Capital Treasury shares
Share premium
Supplementary benefits
Reserves and accumulated
results (note 17)
Total Non
controlling interests
Total equity
Balance on 1st January 2017 92,508 -2 0 38,182 -99,643 31,045 241 31,286 Increase of capital 29,419 22,065 51,484 70 51,554 Total comprehensive income Net result of the period 4,258 4,258 -40 4,218 Other comprehensive income of the period -4,461 -4,461 -4,461 Total 29,419 0 22,065 0 -203 51,281 30 51,311
Balance on 31st December 2017 121,927 -2 22,065 38,182 -99,846 82,326 271 82,597
Items Capital Treasury shares
Share premium
Supplementary benefits
Reserves and accumulated
results (note 17)
Total Non
controlling interests
Total equity
Balance 1st January 2018 121,927 -2 22,065 38,182 -99,846 82,326 271 82,597 Changes to the perimeter -39,234 -39,234 495 -38,738 Total comprehensive income Net result of the period 3,730 3,730 -78 3,652 Other comprehensive income of the period -128 -128 -34 -162 Total 0 0 0 0 -35,632 -35,632 384 -35,248 Balance on 30th September 2018 (Non-audited) 121,927 -2 22,065 38,182 -135,477 46,694 655 47,350
Equity attributable to the shareholders of the parent company
Equity attributable to the shareholders of the parent company
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Consolidated Statement of Cash Flow for the period of
nine months ended on 30th December 2018 and 2017
1. OPERATIONAL ACTIVITIES:
Receivables from customers
65,550 70,283 Payments to suppliers
-35,134 -36,355 Payments to employee
-22,361 -20,322 Flows generated by operations
8,055 13,605 Payments/receivables
Other payments / receivables
1,613 -2,963 Cash flow from operating activities
9,668 10,642 2. INVESTMENT ACTIVITIES:
Receivables from:
Financial investments
Intangible assets
Tangible fixed Assets
Interests and similar benefits
Investment subsidies 1,472 1,613 Dividends
1,472 0 1,613 Payments regarding:
Financial investments
Intangible assets
Tangible fixed Assets
-15,278 -1,358 Acquisition of subsidiaries
Advances
Others -15,278 -1,358 Flows generated by investment activities
-13,805 255 3. FINANCING ACTIVITIES:
Receivables from:
Loans granted
22,277 9,390 Interests 0 Capital increases, supplementary benefits (note 18)
22,277 9,390 Payments regarding:
Loans granted
-18,515 -18,523 Amortization of financial leasing contracts -83 -37 Interests and similar expenses -1,035 -19,633 -2,378 -20,938
Cash flow from investment activities 2,645 -11,548 4. VARIATION OF CASH AND CASH EQUIVALENTS
-1,493 -650 5. EFFECT OF EXCHANGE DIFFERENCES
-8 6. INITIAL CASH AND CASH EQUIVALENTS
4,800 1,593 477 0
8. FINAL CASH AND CASH EQUIVALENTS 3,776 943
Non-audited Non-audited
Items 30-09-2018 30-09-2017
7. CHANGES TO THE SCOPE OF CONSOLIDATION
30-09-2018 30-09-2017 Demand deposits 3,769 936 Cash 7 7
3,776 943
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Notes to the Consolidated Financial Statements The amounts are in thousands of euros, except when mentioned otherwise
1. General Information
The Grupo Vista Alegre Atlantis (Group) comprehends VAA – Vista Alegre Atlantis, S.G.P.S., S.A. (VAA
- SGPS, SA) and subsidiary companies (“Grupo VAA”) (see note 32). VAA - SGPS, SA was established
in 1980, as a private company limited by shares, under the name Fábrica de Porcelana da Vista
Alegre, Lda. The company’s general object is the industry of porcelain as well as other ceramic
products. This activity had already been carried out by another company belonging to the Group,
which at that time, and due to restructuring reasons, decided to empower certain business areas.
Since the late 1987, the Company has been listed in the Lisbon and Oporto Stock Exchange
Currently called VAA - SGPS, SA, the company has the corporate purpose of managing shareholding
in other companies, as an indirect form of economic activities, which consist of the production,
distribution and sale of porcelain, faience, ovenware, handmade crystal and glass, through its own
retail network, with independent retailers and distributors. VAA - SGPS, SA is based at Lugar da Vista
Alegre, 3830-292, Ílhavo. The company has its shares listed on the Stock Exchange of the official
Euronext Lisbon market.
In January 2009, Vista Alegre Atlantis, SGPS, SA was informed, pursuant to and under the terms of
article 175 of the CMV, by the Caixa-Banco de Investimento, SA and the Banco Millennium BCP
Investimento, SA, in the name and representing Cerútil-Cerâmicas Utilitárias, SA, that it had decided
to carry out a Public Offering for General Acquisition of the shares representing the share capital of
VAA – SGPS. S.A..
At the end of all negotiations and credit assignments, Cerútil-Ceramicas Utilitárias, SA (“Cerutil”, an
entity of Grupo Visabeira), held 92.042.696 shares, representing 63.46% of the share capital of Vista
Alegre Atlantis, SGPS, SA.
Subsequently, in July 2010, Vista Alegre Atlantis, SGPS, SA’s share capital was increased from
11,603,199.20 euros to 92,507,861.92 euros, comprising the issuance of 1.011.308.284 common
shares, book-entry and bearer shares, with a nominal value of 0.08 Euros each, of which:
125.000.000 shares were subscribed through a private offering by the Fundo de Capital de Risco AICEP Capital Global Grandes Projetos de Investimento; 562.500.000 shares were subscribed by Cerutil – Cerâmicas Utilitárias, S.A.;
and the remaining 323.808.284 shares were subscribed through a public subscription offering reserved to shareholders, exercising their pre-emptive rights. At the end of the process, Cerutil strengthened its position to 76.47%.
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Regarding the Grupo Vista Alegre Atlantis, VAA’s Board of Directors believes that the capital increase
was a key factor for the success of the business restructuring that followed. The inflow of funds
aimed at restoring the financial balance of the company, providing its structure with the capacity of
meeting its commitments and allowing the necessary expansion and replacement investment.
On the 16th of October 2013, through a share purchase agreement signed with the Banco Comercial
Português, S.A., GRUPO VISABEIRA, SGPS, S.A. purchased, on that date, from the above mentioned
bank, a total of 51.761.957 shares representing 4.48% of the share social and voting rights of VAA –
VISTA ALEGRE ATLANTIS, SGPS, S.A. (“VAA”). As a result of such acquisition, GRUPO VISABEIRA,
SGPS, S.A. become directly entitled to this number of shares representing 4.48% of VAA’s share
capital and voting rights. In 2017 the percentage of representative shares increased to 3.64% (2016:
4.798%).
On the 22nd December 2017, Vista Alegre Atlantis, SGPS, SA increased its capital from 92,507,861.92
euros to 121,927,317.04 euros, comprising the issuance of 367.743.189 common, book-entry and
bearer shares, being represented by 1.524.091.463 shares with a nominal value of 0.08 euros each,
of which:
- 10.600.331 shares were subscribed by means of a public subscription offering with a
subscription reserved to VAA shareholders, in the exercise of their pre-emptive rights
(excluding the legal pre-emptive right of the shareholders Visabeira Indústria SGPS, S.A.,
Grupo Visabeira SGPS, S.A., FCR Portugal Ventures Grandes Projetos de Investimento, Caixa
Geral de Depósitos, S.A. and Fundo de Capital de Risco Grupo CGD – Caixa Capital and
limited the pre-emptive right of the shareholder CERUTIL – Cerâmicas Utilitárias, S.A.
(“CERUTIL”) for the subscription of the shares regarding the cash increase);
- 357.142.858 shares were subscribed by CERUTIL in cash contributions through the
conversion of CERUTIL credits to VAA, SGPS, S.A. to the amount of 50,000,000.12 euros.
Under the terms and pursuant to the article 248-B of the Securities Code, and article 14 of CMVM
Regulation no. 5/2008, VAA – Vista Alegre Atlantis, SGPS, S.A. received a communication that, under
two share purchase and sale agreements signed on the 27th December 2017, VISABEIRA INDÚSTRIA
SGPS, S.A. acquired from CERUTIL – Cerâmicas Utilitárias, S.A., 1.252.453.447 shares representing
the share capital of VAA – Vista Alegre Atlantis, SGPS, S.A.. After such transactions, VISABEIRA
INDÚSTRIA SGPS, S.A. became the holder of 82.27% of the share capital and voting rights of a VAA –
Vista Alegre Atlantis, SGPS, S.A..
Through a share purchase and sale agreement signed on the 28th December 2017, VISABEIRA
INDÚSTRIA SGPS, S.A. acquired, outside the stock exchange, from the company Portugal Capital
Ventures – Sociedade de Capital de Risco, S.A., 125.000.000 shares representing 8.20% of the share
capital of VAA – Vista Alegre Atlantis, SGPS, S.A., after such transactions, became the direct owner of
1.378.923.847 shares, representing 90.48% of the share capital and voting rights of VAA – Vista
Alegre Atlantis, SGPS, S.A..
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The share capital of Visabeira Indústria SGPS, S.A. is wholly owned (100%) by Grupo Visabeira, SGPS,
S.A. (based at Rua do Palácio do Gelo, n.º 1, Palácio do Gelo Shopping, Piso 3, Viseu, with the share
capital of 115,125,630.00 Euros, registered at the Conservatória do Registo Comercial de Viseu
[Commercial Registry Office of Viseu ] under the single registration and VAT number 502.263.628),
so that the voting rights of Visabeira Indústria SGPS, S.A. are also attributable to Grupo Visabeira,
SGPS, S.A., which, in turn, holds, directly, 55.484.166 shares representing 3.64% of the share capital
and voting rights of VAA – Vista Alegre Atlantis, SGPS, S.A..
It should also be noted that 99.45% of the share capital and voting rights of GRUPO VISABEIRA,
SGPS, S.A. is directly hold by the company NCFGEST, SGPS, S.A., based at Repeses, Viseu, with a
share capital of 138,015,658.80 Euros, registered at the Conservatória do Registo Comercial de
Viseu [Commercial Registry of Viseu] under the single registration and VAT number 508.959.756,
and therefore the voting rights representing VAA’s share capital, mentioned above, are also
attributable to NCFGEST, SGPS, S.A..
The Group has production plants in Portugal and it sells mainly in the Euro zone countries, especially
in Portugal, Spain, Germany, France and Italy.
These consolidated financial statements were approved and authorized for issue at the Board of
Directors meeting held on the 29th October 2018.
2. Main accounting policies and bases for consolidation
The condensed consolidated financial statements on the 30th September 2018 were prepared using
the accounting policies consistent with the International Financial Reporting Standards (IFRS), as
adopted by the European Union and in accordance with the International Accounting Standard 34 –
Interim Financial Reporting, and include the consolidated statement of financial position, the
consolidated income statement, the consolidated statement of comprehensive income, the
consolidated statement of changes to equity and the consolidated cash flow statement, as well as
the selected explanatory notes.
The accounting policies adopted are consistent with those used in the financial statements prepared
and presented for the fiscal year ended on 31st December 2017, except for the adoption of the new
standards whose application became effective on the 1st January 2018, and the application of IFRS 9
and IFRS 15 had no significant impact on these condensed consolidated financial statements.
The Board of Directors evaluated the Company’s and its subsidiaries’ ability to operate on a
continuous basis, based on all relevant information, facts and circumstances of financial, commercial
or other nature, including events subsequent to the reporting date of the consolidated financial
statements, available about the future. As a result of the evaluation carried out, the Board of
Directors came to the conclusion that it has the adequate resources to maintain its activities, with
no intension of ceasing activities in the short term, and it considered appropriate to use the
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assumption of continuity of operations in the preparation of condensed consolidated financial
statements.
As far as the working capital is concerned, the VAA Board of Directors believes that it will be sufficient for its current needs, which is to say for a period of 12 months from the release date of this report (notwithstanding the fact that on 30th September 2018 the working capital is negative), in particular taking into consideration the following factors: 1. Financial contribution resulting from the Share Subscription Product regarding the capital
increase, in case of success of the Offer which will occur until the end of the year (see Note 31 –
Subsequent Events);
2. Effect of the seasonality of the Grupo Vista Alegre’s activity, particularly regarding the level of
business conducted in its own stores during the third quarter of the year, and especially during the
month of December;
3. Rescheduling on October 2018 of the maturity of some bank loans, in particular those used for
the undergoing investment projects, which as of 30th September 2018 were classified as current
liabilities.
3. Changes to the scope of consolidation
On the 31st August 2018, the consolidation scope of Vista Alegre was reorganized, which included
the acquisition of the companies Cerutil and Faianças Artísticas Bordalo Pinheiro S.A. ("Bordalo
Pinheiro") to the amount of 48.5 million euros, through Bordalgest SA ("Bordalgest"), which is
entirely owned by Cerutil and has, in turn, a 83.99% share in Bordalo Pinheiro, as well as the sale of
the company VA Grupo - Vista Alegre Participações S.A. (“VA Grupo”) to the amount of 21.7 million
euros.
The purpose of these operations was to concentrate all holdings of the ceramics sector in VAA-SGPS,
SA, in order to strengthen the financial and economic situation of the Group, as well as to
strengthen its position within the context of the sector and towards the competing companies,
allowing Grupo Vista Alegre to demonstrate a greater importance and diversification of the century
old brand "Bordallo Pinheiro".
Cerutil owns a modern factory specialized in the production of tableware and ovenware, which has
more than 15.000 square meters of production area. In 2017 it celebrated its 25th anniversary, the
year in which a new investment cycle began, with a new project to expand its production capacity
and to introduce new innovative products, whose production is entirely marketed in the foreign
market. Bordalo Pinheiro owns “Bordallo Pinheiro” brand and Fábrica de Faianças Artísticas Bordallo
Pinheiro, a company established in 1884 in Caldas da Rainha. Throughout its 134 years of operation,
the company has established itself as a brand responsible for the design and production of a wide
range of utilitarian and decorative ceramic pieces that have become an artistic reference worldwide.
17/57
Assuming a modern and enterprising attitude, Bordallo Pinheiro plays an important role in the
national and international renewal of the Portuguese ceramics, and of the artistic heritage of the
founder of the Fábrica de Faianças Artísticas, Raphael Bordallo Pinheiro. Up to the end of the year
Bordalo Pinheiro will complete the factory’s expansion and modernization investment, which
intends to increase the production capacity by around 70%, thus meeting the market’s demands.
The aforementioned business concentration, as it is an acquisition under a common control (since
Grupo Visabeira, majority shareholder of VAA – Vista Alegre Atlantis, SGPS, S.A., controls these
subsidiaries before and after the said acquisition transaction) was dealt with using the “pooling-of-
interest method”, being the differential between the concentration cost (48.5 million euros) and the
net assets acquired (to the respective net book value) recorded against equity. The impact of this
business combination corresponded to a reduction of the consolidated equity of approximately 38.6
million euros and can be summarized as follows:
Moreover, had these three new subsidiaries been acquired on the 1st of January 2018, Grupo Vista
Alegre’s total sales and service provision and EBITDA for the nine-month period ended 30th
September 2018 would amount to, approximately 70.4 million euros and 13.4 million euros,
respectively.
Regarding the sale of VA Grupo – Vista Alegre Participações, S.A., the main purpose of the sale was
to sell a group of properties (investment properties), which were valued at their fair value. The
effect of the sale of that subsidiary resulted in an intangible impact on the consolidated income
statement for the nine-month period ended on 30th September.
In the consolidated income statement by nature during the nine-month period ended on 30th
September 2018, presented in this report, the accounts of Cerutil, Bordalo Pinheiro and Bordalgest
only include one month of activity (September 2018), results within the scope of Grupo Vista Alegre
since the entrance date of these new companies.
Values in euros Cerutil Bordalo Pinheiro Bordalgest
Elimination of financial
investments Total Net assets
Tangible fixed assets and intangible assets (Notes 8 and 9) 4,431 9,838 0 14,268 Financial investments 1,076 0 1,714 -2,754 36 Other assets 10,257 3,889 1,076 15,222 Cash and cash equivalents 397 79 1 477 Financing obtained -2,643 -1,618 -83 -4,344 Other liabilities -6,281 -8,151 -1,315 -15,746
Total net assets 7,237 4,037 1,393 -2,754 9,913 Non-controlling interests 0 646 0 646 Acquisition cost 48,500 Impact on results 39,234
18/57
4. Seasonality of operations
It’s important to mention that the Grupo VAA activity is subject to some seasonality, regarding the
sales on its own stores, as in December they correspond to about 3 times the average sales carried
out during the remaining months of the year. Sales totalled the amount of 11,275 thousand euros
during the first nine months of 2018, and usually during the month of December the amount equals
or surpasses the total amount of the first quarter (during the month of December 2017 sales total
the amount of 3.784 million euros.
5. Conversion of the financial statements of foreign entities
Exchange rates used in the conversion to euros of the associate companies’ accounts of were as
follows:
6. Segment reporting The segment information is presented in relation to geographical segments and to the Group's business and built on the basis of the different types of materials that are produced in industrial units with distinct locations. The results, assets and liabilities of each segment correspond to those directly attributable as well as the reasonable basis they can be assigned. Additionally, the corporate assets are allocated to each operating segment according to its representation in the global activity of the Grupo Vista Alegre. On 30th September 2018, the Group is organised into six main business segments: (1) Porcelain and other products, (2) Ovenware, (3) Tableware, (4) Crystal and Handmade Glass, (5) Faience (6) Real Estate, and is according to this segmentation that the financial reporting systems and the internal operational systems is drawn. Regarding the “Real Estate” segment, and as a result of the sale of the subsidiary VA Grupo, the segment no longer has any relevance in the Grupo Vista Alegre ‘s activity, and is only kept for comparative information purposes. The faience segment came into the Grupo Vista Alegre as of 31st August 2018, with the entrance of Bordalo Pinheiro in the scope of the consolidation. This subsidiary manufactures faience products
Currency 30-09-2018 31-12-2017 30-09-2017 30-09-2018 31-12-2017 30-09-2017
American Dollar 0.8639 € 0.8338 € 0.8470 € 0.8382 € 0.8795 € 0.8915 €
British Pound 1.1236 € 1.1261 € 1.1399 € 1.1323 € 1.1418 € 1.1458 €
Mozambican Metical 0.0142 € 0.0142 € 0.0139 € 0.0139 € 0.0140 € 0.0139 €
Mexican Peso 0.0461 € n.a. n.a. 0.0443 € n.a. n.a.
Brazilian Real 0.2128 € 0.2532 € 0.2667 € 0.2316 € 0.2752 € 0.2808 €
Indian Rupee 0.0119 € 0.0131 € 0.0130 € 0.0124 € 0.0136 € 0.0137 €
Closing exchange Medium exchange
19/57
with different designs and characteristics, even assuming a very characteristic context in relation to the stoneware and porcelain products that the Grupo Vista Alegre manufactured until then, thus representing a new segment. On the other hand, the entrance of Cerutil, due to its products, falls into the same category of those already existing in the Stoneware Ovenware segment.
6.1-Turnover
6.1.1- Information by business segment
The breakdown of turnover by business segment on the 30th September 2018 and 2017 is the
following:
The results by business segment on 30th September 2018 and 2017 are the following:
September 2018
Porcelain and other products Faience Ovenware
Crystal and handmade
glass Real estate Total
Gross sales by segment 31,210 491 10,195 13,386 8,638 0 63,921
% Sales 49% 1% 16% 21% 14% 0% 100%
September 2017
Porcelain and other products Faience Tableware
Crystal and handmade
glass Real estate Total
Gross sales by segment 30,577 0 8,374 13,663 8,291 0 60,906
% Sales 50% 0% 14% 22% 14% 0% 100%
Tableware
Ovenware
Tableware Tableware Tableware
20/57
Porcelain and
other products
Faience
Grés Ovenware
Tableware Crystal and handmade
glass Real estate
Other not attributable Total
Operating profit
3,221 234 524 3,356 -416 -182 0 6,738
Net financial expenses
-1,035 -7 -263 -129 -475 0 0 -1,908
Net result of the fiscal year
2,186 227 262 3,227 -890 -182 0 4,830 Income tax
-1,178 -1,178 Net result of the fiscal year
2,186 227 262 3,227 -890 -182 -1,178 3,652
Non-controlling interests
-78 -78 Net result of the fiscal year
attributable to shareholders
2,186 227 262 3,227 -890 -182 -1,100 3,730
Porcelain and
other products
Faience
Ovenware Tableware Crystal and handmade
glass Real estate
Other not attributable Total
Operating profit
2,260 0 701 2,732 -1,097 -118 0 4,478
Net financial expenses
-1,298 0 -333 -305 -607 136 0 -2,407
Net result of the fiscal year
962 0 368 2,427 -1,704 18 0 2,071 Income tax
-203 -203 Net result of the fiscal year
962 0 368 2,427 -1,704 18 -203 1,868
Non-controlling interests
-17 -17 Net result of the fiscal year
attributable to shareholders 962 0 368 2,427 -1,704 18 -186 1,885
30th
September 2018
30th
September 2017
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Other elements by business segment (expenses, not cash) on 30th September 2018 and 2017 are the
following:
Transfers or transactions between segments are carried out in normal commercial terms and under the conditions applicable to independent third parties. The assets, liabilities and investments of the segments on 30th September 2018 and 31st December 2017 are the following:
Porcelain and
other products
Faience
Ovenware
Tableware
Crystal and
handmade
glass
Real estate
Total
Amortizations and Depreciations
1.750 21 454 1.496 783 87 4.593 Impairment (losses/reversals)
94 0 -31 -5 0 0 57 Provisions (increases/reductions)
2 0 0 -2 0 0 0 Total 1.846 21 423 1.489 783 87 4.650
Porcelain and
other products
Faience
Ovenware
Tableware
Crystal and
handmade
glass
Real estate
Total
Amortizations and Depreciations
1.773 0 417 1.389 747 3 4.328 Impairment (losses/reversals)
-15 0 -4 0 -7 0 -26 Provisions (increases/reductions)
325 0 80 0 150 0 555 Total 2.083 0 493 1.389 890 3 4.857
30th
September 2018
30th
September 2017
Porcelain and
other products
Faience
Ovenware
Tableware
Crystal/
handmade glass Real estate Other not
attributable Total
Tangible fixed assets
40,746 9,849 16,794 35,068 14,301 0 0 116,759 Investment properties
0 0 0 0 0 1,435 0 1,435 Intangible assets and Goodwill
2,658 1 2,730 0 617 0 0 6,006 Financial investments
0 0 0 0 0 0 215 215 Deferred taxes
0 111 12 162 0 0 4,021 4,305 Non-current assets
43,404 9,961 19,537 35,230 14,918 1,435 4,236 128,721 Current assets
22,076 4,742 14,062 13,607 9,529 0 2,223 66,238 Total Assets
65,480 14,703 33,598 48,836 24,447 1,435 6,459 194,959 Operating liabilities
16,734 3,749 8,598 13,486 7,314 0 0 49,881 Other liabilities
36,811 5,571 18,914 17,052 16,089 1,658 1,633 97,728 Total liabilities
53,546 9,320 27,512 30,538 23,403 1,658 1,633 147,609
30th
September 2018
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The assets of the segments incude mainly tangible fixed assets, intangible assets, inventories,
accounts receivable and availabilities.
The liabilities of the segments correspond to operating liabilities and exclude deferred provisions
and taxes that are not easily allocated to the business. Deferred tax liabilities related to the
revaluations of factories and buildings were allocated by business, in operating liabilities, as well as
loans, in other liabilities.
6.2- Information by geographical area
The five business segments of industrial base (non-real estate) of the Group which operate in three
major geographical areas, although managed on a global scale. The distribution of the turnover by
geographical segment on 30th September 2018 and 2017 is as follows:
Porcelain and
other products
Ovenware
Tableware
Crystal/ handmade glass Real estate
Other not attributable Total
Tangible fixed assets
41,574 11,490 26,005 10,646 0 0 89,715 Investment properties
0 0 0 0 19,013 0 19,013 Intangible assets and Goodwill
2,588 2,754 0 772 0 0 6,114 Financial investments
0 0 0 0 0 172 172 Deferred taxes
0 0 0 0 0 4,941 4,941 Non-current assets
44,162 14,244 26,005 11,418 19,013 5,112 119,955 Current assets
29,338 4,494 10,970 11,303 0 1,758 57,861 Total Assets
73,500 18,738 36,975 22,720 19,013 6,870 177,816 Operating liabilities
13,571 4,073 12,600 4,918 0 0 35,162 Other liabilities
24,097 7,871 9,086 10,650 5,523 2,829 60,056 Total liabilities 37,668 11,945 21,686 15,568 5,523 2,829 95,219
31st December 2017
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Portugal 15,480 346 1,794 440 3,286 21,346 Spain 4,236 15 482 2,856 621 8,210 France 651 3 316 3,352 3,208 7,529 Germany 92 -1 3,789 1,879 29 5,788 Italy 1,542 30 383 3,435 49 5,439 Belgium 1,842 0 1,052 0 4 2,899 USA 1,233 4 470 0 331 2,038 Brazil 1,644 0 127 0 94 1,865 Netherlands 503 2 598 575 79 1,756 United Kingdom 301 13 57 556 391 1,318 Other European countries 1,551 50 588 0 201 2,391 Other countries (OP) 2,136 29 540 293 345 3,343 Total 31,210 491 10,195 13,386 8,638 63,921
January to September 2018
Geographical area Porcelain and
other products
Ovenware
Tableware
Crystal and
handmade
glass
Total Faience
Portugal 15,442 566 283 3,144 19,435 Spain 4,300 94 2,689 657 7,740 Germany 71 4,902 2,693 43 7,710 France 476 163 3,210 2,696 6,545 Italy 1,798 345 3,157 32 5,333 Brazil 2,405 71 0 115 2,590 USA 1,120 283 0 377 1,780 United Kingdom 395 113 858 361 1,728 Belgium 1,365 1 0 7 1,374 Netherlands 209 503 153 110 975 Other European countries 1,182 1,134 32 200 2,549 Other countries (OP) 1,814 199 587 549 3,148 Total 30,577 8,374 13,663 8,291 60,906
January to September 2017
Geographical area Porcelain and
other products
Ovenware
Tableware
Crystal and
handmade
glass
Total
30-09-2018 31-12-2017 30-09-2018 31-12-2017 Portugal 182,694 166,372 Portugal 131,750 83,775 Rest of Europe 6,356 6,341 Rest of Europe 8,096 6,341 Other Countries 5,909 5,103 Other Countries 7,763 5,103
194,959 177,816 147,609 95,219
30-09-2018 30-09-2017 30-09-2018 30-09-2017 Portugal 17,325 3,520 Portugal 4,673 4,525 Rest of Europe 97 2 Rest of Europe 143 144 Other Countries 51 100 Other Countries -167 188
17,473 3,622 4,650 4,857
Total assets per geographical area Total liabilities per geographical area:
Total investment by geographical area: Amortization, impairments and provisions
24/57
7. Financial instruments by class
The financial instruments, according to the accounting policies described above in the Note 2, have
been classified as follows: Value in the consolidated demonstration of the financial position
The financial assets available for sale were measured at the cost of investing in unlisted companies,
and whose fair value cannot be reliably measured. The Board of Directors considers that the amount
by which those assets are reflected is less than the respective realizable value.
8. Tangible fixed assets
During the period of nine months ended on 30th September 2018 and the period ended on 31st
December 2017, the movement occurred in the net value of tangible fixed assets, as follows:
Notes
30-09-2018 31-12-2017 Financial assets
Financial assets available for sale
Financial investments – available for sale
12 215 172 Loans and receivables
Accounts receivable and other
15 18,570 17,386 State and other public entities
21 2,135 629 Cash and cash equivalents
3,776 4,800 Total 24,695 22,986
Financial liabilities
Loans obtained
Loans from banks remunerated at a variable interest rate
18 33,387 23,928 Loans from shareholders remunerated at a variable interest rate
18 26,917 370 Loans non-remunerated (subsidies) 18 14,078 9,834 Other loans
18 0 2,000 Operating loans
18 15,285 10,245 Accounts payable
Accounts payable and other
19 19,189 12,786 State and other public entities
21 2,408 1,688 Other creditors 19 7,506 5,832 Investment suppliers 19 6,045 1,412 Advances of customers 19 386 228 Financial liabilities measured at fair value through profit and loss
Total 125,200 68,324
Value in the consolidated statement of the financial position
25/57
The amounts of the increase in gross fixed assets on the 30th September 2018 are largely related to
the expansion works of the Ria Stone factory.
The acquisitions of fixed assets which were reclassified "in progress" on 30th September 2018 and
31st December 2017, are essentially related with the investment projects in phase of development
and implementation (see Note 22).
During the nine-month period ended on 30th September 2018, the amount of increases of the
tangible fixed assets includes approximately 1.7million euros related to the capitalization of
expenses (“Works for the company”) (614 thousand euros in 31st December 2017) regarding internal
development projects, namely the project for the expansion of the production capacity of Ria Stone.
The aforementioned expenses mainly relate to the group’s employees who were involved in the
development of the projects.
The “Espólio Cultural” corresponds to the Vista Alegre collection pieces, which make up a collection
that has been formed by direct transfers from the factory, acquisitions or donations, comprising an
extended chronological period, from the 17th to the 20th century. Moreover, during the fiscal year
ended on 31st December 2017, aiming at analysing the realization value of the Vista Alegre’s “Espólio
Cultural”, a specialized external entity (Cabral Moncada Auctions) carried out an assessment of a
significant number of pieces, of which resulted an impairment loss of 214 thousand euros. The
criterion used by the assessor corresponds to the value that the owner will have to spend in order to
acquire an asset equal or similar in the Art Market.
Lands and buildings
Transp. equip and Basic equipment
Office equip. Other assets Tools and
utensils Current assets Cultural
collection Total
Exercise 2018 Initial net value 54,254 23,609 207 2,452 3,349 5,845 89,715 Additions 60 840 18 30 16,324 0 17,272 Sales and net value reductions 0 -11 -1 -5 0 0 -17 Change of the scope (Note 3) 7,104 862 40 11 6,251 0 14,268 Transfers -73 626 0 10 -760 0 -197 Depreciation of the exercise -1,526 -2,304 -61 -391 0 0 -4,282 Final net value June 2018 59,818 23,622 203 2,108 25,164 5,845 116,759
Lands and buildings
Transp. equip and Basic equipment
Office equip. Other
Tools and utensils
Current assets Cultural collection Total
Exercise 2017 Initial net value
52,034 24,707 237 2,549 1,515 0 81,043 Additions
854 1,604 35 78 2,306 600 5,477 Adjustments (Note 17) -756 -70 0 0 0 0 -826 Impairments 0 0 0 0 0 -214 -214 Regularizations -2,298 0 0 0 0 0 -2,298 Transfers 6,472 493 20 345 -473 5,459 12,317 Depreciation of the exercise -2,053 -3,126 -84 -520 0 0 -5,783 Final net value December 2017 54,254 23,609 207 2,452 3,349 5,845 89,715
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9. Intangible assets
During the period of nine months ended on 30th September 2018 and period ended 31st December
2017, the movement occurred in the net value of intangible assets, was the following:
During the nine-month period ended on 30th September 2018 the amount of increases of the
intangible fixed assets includes approximately 200 thousand euros related to the expenses
capitalization (Works for the company) (534 thousand euros on 31st December 2017), regarding
internal development projects, namely CristalLux and Next 4 projects. The aforementioned expenses
mainly relate to the group’s employees who were involved in the development of the projects.
10. Impairment
During the period of nine months ended on 30th September 2018 and period ended 31st December
2017, the movement occurred in the impairments of recognized assets was the following:
Change
management Projects of develop.
Computer programs
Other intangible
assets
Fixed assets in progress Total
Exercise of 2018 Initial net value 166 619 29 589 0 1,403 Increases 0 0 8 0 193 201 Change of scope (Note 3) 0 0 0 1 0 1 Amortization of the exercise 0 -82 -9 -219 0 -311 Final net value September 2018 166 538 28 371 193 1,295
Change
management Projects of develop.
Computer programs
Other intangible
assets
Fixed assets in progress Total
Exercise of 2017 Initial net value 947 0 1 800 0 1,748 Increases 0 499 5 326 0 831 Regularizations (Note 17) -748 0 0 0 0 -748 Transfers 0 156 29 18 0 203 Amortization of the exercise -33 -36 -5 -556 0 -631 Final net value December 2017 166 619 29 589 0 1,403
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The net impairment reversals for Inventories presented in the table above regarding 30th September
2018 were recorded against the consolidated income statement heading "Cost of goods sold and
materials consumed".
11. Investment properties This is real estate (land and buildings) not used in the ordinary course of business of the Grupo VAA, which are for sale or rent, under the current state or after a valuation process. During the period of nine months ended on 30th September 2018 and period ended 31st December 2017, the movement occurred in the item “Investment properties” was as follows:
On the 31st August 2018, Grupo Vista Alegre sold the subsidiary VA Grupo, which corresponded to a decrease of 17.6 million euros on the existing investment properties (Note 3). As a reference, on the 30th September 2018 the Grupo decided not to request independent assessors
Investment properties
Tangible Fixed Assets
Inventories (note 14)
Customers and accounts
receivable (note 15)
Total
01st January 2017 62 70 8.402 2.588 11.122
Reinforcement 0 214 0 99 313
Reversals 0 0 0 -150 -150
Subtotal 0 214 0 -51 163
Reinforcement by retained earnings (Note 17) 0 0 1.073 0 1.073
Balance in 31st December 2017 62 284 9.475 2.537 12.358
Reinforcement 0 0 75 57 132
Reversals 0 0 -60 -60
Subtotal 0 0 14 57 72
Change of scope (Note 3) 0 0 756 0 756
Balance in 31st September 2018 62 284 10.246 2.595 13.186
Investment properties on 01st
January 2017 29,993
Reclassification of the Quinta Nova building -5,887
Fair value variation 366
Reclassification of Vista Alegre collection pieces -5,459
Investment properties on 31st
December 2017 19,013
Change of scope (sale of the VA Grupo) (Note 3) -17,578
Investment properties on 30st September 2018 1,435
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for the update of the assessments carried out as a reference on the 31st December 2017, as they consider there are no circumstances that changed the form materially relevant to the above assessments. On 30th September 2018 and on 31st December 2017, the detail of the fair value of the real estate,
which comprise the investment properties, as well as some market indicators which were at the
base of the valuation are the same as the first carried out during 2017, as no new assessment was
carried out during the first nine months of 2018:
The above described properties have been mortgaged in favour of the financial institutions - Caixa
Geral de Depósitos, S.A. and Millennium BCP, S.A. since 2011 (see note 18).
12. Financial Investments The heading of Financial Investments includes residual investments which are investments in
companies over which the Group has no control or any significant influence, and these have been
classified as available financial investments for sale.
Available-for-sale financial investments were measured at cost as these investments were for
unlisted companies, whose fair value cannot be measured reliably.
The composition on 30th September 2018 and 31st December 2017 of this item is a follows:
Real Estate Location Market Price/m2
Fair value (in T€)
Market Price/m2
Fair value (in T€)
"Fábrica" Angolana Marinha Grande 22.61 € 465 22.61 € 465 Pinewoods Alcobaça 26.17 € 970 26.17 € 970 L. Barão Quintela Lisboa - - 1,431.36 € 5,970
Real Estate Ílhavo - - 182.70 € 2,402 Rural lands Aveiro - - 1.90 € 19
Vale Ílhavo lands Ílhavo - - 70.00 € 140 R. Neves Ferreira Lisboa - - 513.89 € 370 RAN lands Ílhavo - - 2.45 € 130
Urbanization I Ílhavo - - 239.57 € 1,405 Urbanization II:
Allotment neighborhood and land attach. Ílhavo - - 75.01 € 4,853 Murteira Allotment Ílhavo - - 34.23 € 899
Allotment of Rua Fábrica VA Ílhavo - - 84.87 € 1,390 Total 1,435 19,013
Investment Properties
30-09-2018 31-12-2017
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13. Income tax The current tax of the period of nine months ended on 30th September 2018 and is registered as an
account payable to the Visabeira Group, SGPS, S.A., in accordance with the Special Regime for group
taxation.
On 30th September 2018 and 31st December 2017, the breakdown of assets and deferred tax
liabilities, according to the temporary underlying differences, was as follows:
Financial investments 30-09-2018 31-12-2017 Duofil Lda 34 34 Imerys Ceramic 50 50 VAA-Empreendimentos Turísticos, SA 45 45 Lusitánia Gás SA 21 20 Centro Tecnológico da Cerâmica e do Vidro 6 6 Other participations 59 17
215 172
Temporary differences
Base Assets
Liabilities
Net effect
Impact
P&L Dr/(Cr) Impact
Equity
Dr/(Cr)
Change of
scope Transf. to
.
other debit.
Balance on 31
st December 2017
Revaluation of tangible fixed assets /Fair Value Investment Property
54,150 0 12,184 Retirement benefits - Responsibility in charge of the Group
1,333 332 32 Adjustments and other provisions not accepted fiscally
9,618 2,164 0 Reportable tax losses - Spain
4,735 1,184 0 Reportable tax losses - Mozambique
11 4 0 Tax credits
1,010 0 Cancellation of the transactions intra-group
1,102 248 0 4,941 12,216
Movement of the net year Revaluation of tangible fixed assets /Fair Value Investment Property
-12,902 0 -2,903 2,903 -68 -77 -2,758 0 Retirement benefits - Responsibility in charge of the Group
-48 -11 -11 11 0 Adjustments and other provisions not accepted fiscally
962 217 217 -123 94 0 Reportable tax losses - Spain
-150 -37 -37 37 0 Tax credits
0 -804 -804 504 300 -636 -2,903 2,267 362 -77 -2,664 300
Balance on 30th September 2018
Revaluation of tangible fixed assets /Fair Value Investment Property
41,248 0 9,281 Retirement benefits - Responsibility in charge of the Group
1,285 321 32 Adjustments and other provisions not accepted fiscally
10,581 2,381 0 Reportable tax losses - Spain
4,586 1,146 0 Reportable tax losses - Mozambique
11 4 0 Tax credits
0 206 0 Cancellation of the transactions intra-group
1,102 248 0 4,305 9,313 0
30-09-2018 30-09-2017 Current tax -816 -100 Deferred tax -362 -103
-1,178 -203
Impact on the Income Statement – Income tax
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14. Inventories
The detail of “Inventories”, with reference to 30th September 2018 and 31st December 2017, is as
follows:
The values of reinforcement and impairment reversal, are recognised in the consolidated statements
of income, respectively, in the "Cost of goods sold and raw materials consumed" and or "Production
variation", depending on the goods/raw materials or products.
15. Accounts receivable and others adjustments
On 30th September 2018 and 31st December 2017 the item “Accounts receivable and others”
presents itself as shown:
Gross Asset Adjustments Net Asset
Gross Asset Adjustments Net
Asset Movement
2018 Movement
2017
Goods 1,287 -965 322 543 -952 -409 -13 -492
Raw materials 5,644 -1,639 4,005 4,227 -1,550 2,677 -89 -69
Products in course of manufacture 3,318 0 3,318 782 0 782 0 0 Finished and interm. products 39,386 -7,641 31,745 37,454 -6,972 30,482 -668 -511
49,635 -10,246 39,389 43,006 -9,475 33,531 -770 -1,073
30-09-2018 31-12-2017 Adjustments
30-09-2018 31-12-2017
Customers 15,667 12,022
Other debtors 2,903 5,364
18,570 17,386
0 0
30-09-2018 31-12-2017
Accounts receivable from customers and other debtors
21,164 19,923
Minus: accounts receivable adjustments (Note 10) -2,595 -2,537
Accounts receivable from customers and other debtors-net 18,570 17,386
Other debtors
30-09-2018 31-12-2017 Advances of suppliers 261 20 Pension fund (note 20) 144 158 Related parties - Grupo Visabeira (RETGS) 1,209 1,493 Other debtors
1,288 1,693 Other debtors - Grupo Visabeira 0 2,000
2,903 5,364
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Additionally, the item “Adjustments” corresponds to incoming invoices received until 30th
September 2018 but which were recognized as costs incurred after this date, as well as maintenance
material factory areas, which was recognized as a cost of functioning for its consumption/use.
16. Share Capital, treasury shares, issue premium and supplementary benefits
The total number of common shares is 152,409,146 book-entry shares with a nominal value of 0.80
euros per share. All shares issued are taken.
As previously stated to the market, the General Meeting of VAA – Vista Alegre Atlantis, SGPS, S.A.
held on 29th August 2018 approved: (i) the reduction of the share capital to the amount of 0,24
euros, to 121.927.316,80 euros, represented by 1.524.091.460 shares, with a nominal value of 0,08
euros, extinguishing the 3 treasury shares of the Company, which had been donated by the
shareholder Visabeira Indústria, SGPS, S.A., as well as, soon after the capital reduction, (ii) carry out,
pursuant to the article 23-E of the Código dos Valores Mobiliários [Securities Market Code], the
regrouping of 1.524.091.460 shares representing the company’s share capital, using a regrouping
coefficient of 1:10, 1 (one) new share corresponding to 10 (ten) old shares, rounded upwards to the
nearest whole number.
On 30th September 2018, the Company held 110 company shares in its portfolio, valued at the price
of 0.80 euros each. The premium paid per share was 1.687 euros. The total amount paid for share
acquisition was 1,854 euros and this was deducted from equity.
Additionally, as of 30th September 2018 supplementary payments were made by the shareholder
Visabeira Indústria, SGPS, SA in the amount of 38.181.653,20 euros. These supplementary payments
are not able to be reimbursed while this operation reduces its own Company capital to a value lower
than the sum of the social capital and its legal reserve
On 31st
December 2008/2009 145,040 29,008 0 -1 -1 29,006 On 30
th June 2010 145,040 11,603 0 -1 -1 11,601
On 31st
December 2016 1,156,348 92,508 0 -1 -1 92,506 On 31
st December 2017 1,524,091 121,927 22,065 -1 -1 143,990
On 30th
September 2018 152,409 121,927 22,065 -1 -1 143,990
Total No of shares (thousand)
)
Common
Turnover
Common Prize
Treasury
Turnover
Treasury Prize
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17. Reserves and retained earnings
The movement occurred in the items of “Reserves and retained earnings” was the following:
The changes to the scope occurred during the nine-month period ended on 30th September 2018
result from the concentration of the business activities regarding the acquisition of new subsidiaries
Cerutil, Bordalgest and Bordalo Pinheiro (Note 3).
The movement in 2017 of “Other net settlements” referred to above, includes a range of
settlements that come to a total amount of approximately 2 million euros to the opening balances of
some subsidiaries’ financial statements, for which inaccuracies for previous activity were identified.
These settlements essentially involved the lines in the statement of financial position “Tangible
assets”, Intangible assets” and “Inventories”, given that according to the understanding of the Board
of Directors, their materiality is not necessary for restating a consolidated financial statement.
18. Credit institutions and shareholder loans
Debts to credit institutions and shareholder loans had the following expression on 30th September
2018 and 31st December 2017
Result of previous years
Reevaluation of lands and
buildings
Other Reserves Total
Balance 01st January 2017 -158,997 38,836 18,720 -101,440 Result of the previous year
1,797 0 0 1,797 Revaluation of the net/fixed assets of the exercise
0 -2,062 0 -2,062 Net actuarial gains and losses
31 0 0 31 Amounts that will subsequently be reclassified in the results
Other net settlements -2,288 281 0 -2,007 Conversion of transactions into foreign currency
-424 0 0 -424
Balance 31st December 2017 -159,881 37,055 18,720 -104,105 Result of the previous year
4,258 0 0 4,258 Change of scope (Note 3) -39,234 0 0 -39,234 Amounts that will subsequently be reclassified in the results
Other total income of the exercise -128 0 0 -128
Balance on 30th September 2018 -194,984 37,056 18,720 -139,207
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The amount of the “Shareholders loans” on 30th September resulted from several credit assignment between several companies of the Grupo Vista Alegre, namely due to the acquisition process of Cerutil and its subsidiaries to the amount of 48.5 million euros, and to the sale of VA Grupo to the amount of 21.7 million euros, concentrating thus all the shareholder debt on the parent company (Visabeira Indústria, SGPS, S.A.). This balance has a current payment plan to the amount of 13.4 million euros, which will occur until the 31st December 2018, being the remaining balance, to the amount of 13.5 million euros, paid in 12 quarterly instalments from the 30th January 2020 to 30th September 2023, interest payable at a 12 month Euribor rate, whenever positive, adding a fixed margin of 4% The main guarantees and conditions of the agreements with the banks and other entities are hereafter described. In addition, the timing of maturity of the Bank loans and other loans can be summarized as follows:
30-09-2018 31-12-2017 Non-current liabilities
Bank loans
17,267 17,475 Other loans
5,549 4,098 Financial leases
317 226 Shareholder loans
13,471 370 36,603 22,169
Current liabilities
Bank overdrafts
15,285 10,245 Financial leases
138 108
Other loans
8,529 5,736 Bank loans
15,666 8,119 Shareholder loans
13,446 0 53,064 24,209 89,667 46,377
Institution Typology Value in debt
Until 12 months
From 12 to 24 months
From 24 to 36 months ≥ 36 months
Several Commercial paper 850 0 0 0 850 Several
Cautioned current account 5,439 5,439 0 0 0 Several
Mutual / Loans 26,644 10,227 9,007 7,409 0 Bank loans and other entities 32,933 15,666 9,007 7,409 850
Several
Loans "Express Bill" 669 669 0 0 0 Several
Discount of export shipments 13,624 13,624 0 0 0 Several
Factoring 992 992 0 0 0 Operating financing 15,285 15,285 0 0 0
FRME * Other loans 883 126 378 378 0 FIEAE ** Other loans
1,200 0 0 1,200 0 Grupo Visabeira Other loans
2,920 2,920 0 0 0 AICEP *** Refundable subsidies 11,158 5,609 3,749 1,160 640
Other loans 14,078 8,529 3,749 1,160 640
Financial leases 455 138 136 134 47 Overall total Overall total 62,750 39,618 12,892 8,703 1,537
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*FRME – Fundo para a Revitalização e Modernização do tecido Empresarial, SGPS, S.A.
**FIEAE – Fundo Imobiliário Especial de Apoio às Empresas
***AICEP – Agência para o Investimento e Comércio Externo de Portugal
The Group’s major loan contracts to be noted:
Novo Banco, SA: Funding in the total value of 10 million euros, to be reimbursed in 33 consecutive
and equal quarterly instalments of capital and interest, with the due date of October 2020, with
assignment of receipts from the client Moët Hennessy.
Novo Banco, SA: Bridge financing in the amount of 2 million euro, for financing the Vista Alegre
innovation project, with 1.89 million euro being used upon closing the balance sheet, with a
promissory pledge on equipment, to be built at the time the medium- and long-term financing is
contracted with 5-year maturity.
Caixa Geral de Depósitos, SA: Interim financing, to the total amount of 5.7 million euros, repaid in
20 successive and equal quarterly instalments of principal and interest, maturing on 27-05-2020.
Caixa Geral de Depósitos, SA: Bridge financing in the amount of 7.8 million euro, to convert into
mutual with a second mortgage on the factory building and a promissory pledge on equipment of
the innovation and production expansion project, with maturity for the definite medium- and long-
term with reimbursement between 2021 and 2024.
In order to guarantee the amounts owed to Caixa Geral de Depósitos, S.A., the Ria Stone building
and some basic equipment were mortgaged.
Caixa Geral de Depósitos, SA and Millennium BCP: Loan to the total amount of 5.7 million euros,
reimbursed on 36 quarterly instalments, of principal and interest, consecutive and equal, due on 25-
11-2026.
Agência para o Investimento e Comércio Externo de Portugal, EPE: Financing to the total amount of
9.9 million euros. The date for the first reimbursement corresponds to clause 11 of the investment
agreement, which states: "the reimbursable incentive is allocated for a total period of 7 years, which
includes a grace period of 3 years. The term is from: (i) the date on which the first payment of the
Refund Incentive is made to the Company; or (ii) from the end of the fiscal year following the entry
into force of this agreement; whichever is earlier.”
Caixa Económica Montepio Geral: Loan in the total of 2.5 million euros taken out on October 2016
and with continual monthly instalments of capital and interest with the due date of 28-10-2021.
Caixa Credito Agrícola Mútuo: Issuing Commercial Paper to the amount of 3.85 million euros, of
which 850 thousand euros were already used, due on 15-10-2025.
Banco do Brasil: Loan in the amount of 2.0 million euro, to improve cash flow, semester
reimbursement of 500 thousand euro, with the due date on 27/04/2020, and with customer
receivables.
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Banco BIC: Financing to the total amount of 1.5 million euros, having 323 thousand euros been used
on the balance sheet date.
FRME: Loan to the amount of 1.13 million euros, 883 thousand euros of which are still due, with
monthly instalment of 31.5 thousand euros. The date of the last repayment will occur in
29/12/2020.
FIEAE: Loan to the amount of 1.2 million euros to be settled on 02-09-2020.
IKEA Supply AG: Loan to the amount of 2.4 million euros, outstanding at the end of 2017, 1 million
euros, intended to finance equipment for its subsidiary Ria Stone made available in stages between
22-03-2013 and 31-01-2015. The date of the last repayment is on 25-01-2020, including interest.
IKEA Supply AG: Loan to the amount of 740 thousand euros, outstanding at the end of 2017, 99
thousand euros, for the financing for its subsidiary Ria Stone equipment available in stages between
23-06-2015 and 31-05-2015. The date of the last repayment is on 01-25-2020, including the
respective interest.
IKEA Supply AG: Loan to the amount of 550 thousand euros, outstanding the amount of 54
thousand euros, outstanding at the end of 2017, 74 thousand euros, in order to finance equipment
for its subsidiary Ria Stone made available in stages between entre 29-08-2013 and 31-01-2015. The
date of the last repayment is on 25-01-2019, including interest.
IKEA Supply AG: Loan in the amount 2.5 million euro, to finance the equipment within the scope of
innovation and production expansion at the Ria Stone factory, with 1.8 million euro being used upon
closing the balance sheet.
Grupo VAA has access to available lines of investment support within the framework of community
funds projects Portugal 2020, in the form of reimbursed incentive that total 20.5 million euro and,
on the other hand, bank credits of 13.2 million euro, also for investment support, having been used
until 30th September 2018 4.7 million euros and 5.5 million euros, respectively.
The Group also has other debt instruments lines to support the treasury in the form of factoring,
exports discount and payment to suppliers to the amount of 26 million Euros, of which about 22.6
million Euros had been used on 30th September 2018.
(1) The guarantees and other conditions for the loans negotiated with Millennium BCP, S.A. and
Caixa Geral de Depósitos, S.A. in previous periods are as follows:
Guarantees:
I) Financial pledge of the bank accounts of the Borrowers/Credited to the Lenders/Creditors;
II) Pledge of supplies and supplementary benefits of Vista Alegre Atlantis;
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III) Mortgage of real estate owned by Vista Alegre Atlantis in favour of the banks, in parity and in
the proportion of fifty percent for each one;
IV) Pledge on the marks, in favour of the banks, in parity and in the proportion of fifty percent for
each one.
Other conditions:
I) Ownership, Pari Passu, Cross-Default and Negative pledge;
II) The conditions of termination of this financing are the situations that according to Lenders/Creditors may compromise significantly, the repayment of the debt or the activity of the Borrowers/Creditors;
III) Additional indebtedness of Vista Alegre Atlantis exceeding 250 thousand euros/year subject
to the approval of the Lenders/Creditors;
IV) Impossibility of distribution of dividends, reimbursement of supplies or other forms of remuneration to shareholders;
V) Opening an income account in the Lenders/Creditors where credits will be generated
resulting from the activity of the Lenders/Creditors; VI) Commitment of presentation of economic and financial information or other on the activity
of the Borrower/Credited considered relevant to the Agent, including accounts certified/audited on an annual basis;
VII) The financing will be compulsory reimbursed before the due date in the event of an event-
of-default check.
VIII) Do not use the loan funds through the CONTRACT for purposes other than those that based their concession;
IX) The BORROWERS also undertake not to perform, without the prior written consent of
Millennium BCP , S.A. and Caixa Geral de Depósitos, S.A., and for as long as the obligations arising under the CONTRACT persist, the following acts: a) To establish or extend real rights of guarantee, as well as to promise to carry out any of these acts;
b) To sell, lease, transfer, assign the operation or otherwise dispose, as well as promising to carry out any of these acts on any real estate or other assets and rights of property and whose book value exceeds jointly or separately, 10% (ten percent) of fixed assets;
c) Sell or charge, in whole or in part, in any way, even in the form of a promise, the shares held in the capital of other companies with which they have a controlling or group relationship, as well as qualifying holdings, as such, legally defined, which it holds in other companies;
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d) Segregate or separate from the company to which they belong, one or more establishments or a group of assets, to incorporate them in a third company or to constitute a new company or entity.
Non-Compliance:
(Late Payment)
1. It is agreed between BANKS and BORROWERS that, in the event of late payment of interest, BANKS may capitalize interest corresponding to the minimum period of three months.
2. It is agreed between BANKS and BORROWERS that, in the event of default of repayment of the principal of the financing, BANKS may apply, as a penal clause, an increase of 4% (four percentage points) on the remuneration interest rate referred to in number 1 of clause 4.
3. The penal clause provided for in the preceding paragraph shall also include capitalized interest corresponding to the minimum period of one year, or a shorter period, if this is permitted by legal or administrative provision.
(Advance payment)
1. The Millennium BCP, S.A. and the Caixa Geral de Depósitos, S.A. may, independently, without prejudice to their ability to demand the reinforcement or replacement of the GUARANTEES provided, consider in advance the debts of the BORROWERS arising from the CONTRACT and demand the immediate fulfilment of the corresponding obligations, without prejudice to other responsibilities that may occur, namely:
a) whenever BORROWERS or GUARANTORS cannot comply with obligations arising out of the CONTRACT or any document delivered thereunder or related thereto, or any other contract signed or to be signed between the BORROWERS and Millennium BCP, S.A. and/or Caixa Geral de Depósitos, S.A., or with entities that are in a controlling or group relationship with the BANKS, or any other credit institution and financial company, in particular when there is no timely payment of any capital or interest and such default is not remedied within five (5) or ten (10) working days, from the date of the notification receipt, depending on whether it is a pecuniary or non-pecuniary obligation;
b) whenever the BORROWER or GUARANTOR cannot comply with obligations arising out of any other contract signed or to be signed between the such companies and another entity other than a credit institution, in particular where no payment under any contract is due, and Millennium BCP , S.A. and Caixa Geral de Depósitos, S.A. understand that such breach may in any way affect the good performance of the CONTRACT and that such breach is not remedied within a period of five (5) or ten (10) working days, from the date of the notification receipt, depending on whether it is a pecuniary or non-pecuniary obligation.
c) If the credit granted is used for a purpose other than that for which it was granted;
d) When any statement made by any of the BORROWERS or by the GUARANTORS in this CONTRACT or in any document, certificate or statement delivered thereunder or relating thereto proves to be materially incorrect or untrue;
e) If any of the BORROWERS or the GUARANTORS suspend, interrupt or threaten or communicate to suspend or interrupt their activity;
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f) If there is a negative change in the business of any of the BORROWERS or GUARANTORS or material changes in their liabilities or assets determined by any cause, including any transaction, act or business whose purpose or effect, direct or indirect , is to reduce the net asset value of any of the BORROWERS or GUARANTORS and that, according to a reasonable estimate of Millennium BCP , S.A. and Caixa Geral de Depósitos, S.A., may determine breach of any of the obligations assumed under this CONTRACT;
g) If any enforcement, attachment, seizure procedures, or any other judicial and/or administrative proceeding which implies limiting the free availability of its assets is proposed against BORROWERS and/or GUARANTORS here, which, in the opinion of the Banks, may affect the good compliance with the contract;
h) If any of the BORROWERS and/or GUARANTORS, with the exception of the companies
Visabeira Indústria, SGPS, SA and Grupo Visabeira SGPS, SA, constitute, or extend real rights
of guarantee, as well as promise to carry out any of these acts, without prior written
agreement of the BANKS;
i) If any of the BORROWERS and/or the GUARANTORS with the exception of the companies Visabeira Industry, SGPS, SA and Grupo Visabeira SGPS, which here are guarantors to sell, lease, transfer, assign the exploration or in any way dispose, as well as promise to carry out any of these acts, on immovable over real estate or other assets and rights pledged as collateral, without the prior written agreement of the BANKS;
j) If any of the BORROWERS or GUARANTORS with the exception of the companies Visabeira Industry, SGPS, SA and Grupo Visabeira SGPS, SA, without the prior written agreement of the BANKS, sells or charges, in whole or in part, in any way, even if under a pledge, the shares it holds in the capital of other companies, with which it has a controlling or group relationship, as well as qualified holdings, as such, legally defined, held in other companies;
k) If any of the BORROWERS or GUARANTORS hereunder separates from the company to which they belong, one or more establishments or a group of assets, to incorporate them into a third company or to establish a new company or entity, except restructuring operations between companies which share a control or group relationship with BORROWERS or GUARANTORS, provided that they are duly authorized by the Banks;
l) In any court brings, of any nature whatsoever (including arbitration), any action of any kind against any of the BORROWERS or against the GUARANTORS that is likely to, in the opinion of the BANKS, adversely affect the compliance of the obligations under this CONTRACT ;
m) If the BORROWERS are liable to the National Treasury or Social Security and do not settle their debts within 15 days;
n) If the BORROWERS or the GUARANTORS cease the payments, if they file for insolvency or for company recovery or if third parties request any of these legal proceedings (and they are not dismissed); without challenging or in case the challenging proves to be, according to the exclusive criteria of the BANKS, unfeasible or of reduced feasibly.
o) If it is approved or decided by the competent corporate bodies or in the course of legal proceedings, the transformation, merger, division or dissolution and liquidation of any of the BORROWERS or of any of the GUARANTORS, unless the decision in question is taken within the scope of a restructuring process, which has been subject to prior approval by Millennium BCP, S.A. and by Caixa Geral de Depósitos, S.A.;
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p) If there is any change in the ownership of the PLEDGED IN GUARANTEE, unless with prior
written approval by Millennium BCP, S.A. and by the Caixa Geral de Depósitos, S.A.;
q) If Cerutil BORROWER ceases to have as sole shareholder the company Visabeira Indústria SGPS, SA, and/ or if Cerutil ceases to have a direct control relation in the VAA – Vista Alegre Atlantis, SGPS, SA, as defined in terms of the code of commercial companies, and/or the VAA – Vista Alegre Atlantis, SGPS, SA is no longer the sole shareholder of VAA;
r) If the social agreement of the BORROWER is amended without the prior agreement of Millennium BCP, S.A. and Caixa Geral de Depósitos, S.A. and to the extent that such a change is likely to jeopardize the compliance of the obligations arising from this CONTRACT for BORROWERS;
s) If (i) any of the GUARANTEES lose their respective priority degree, (ii) if any of the GUARANTEES are contrary to the law, void, (iii) any GUARANTEE ceases to represent, in whole or in part, a valid and effective obligation before the BANKS, as beneficiaries, in accordance with their terms, provided that they are not replaced within the period indicated by the banks for that purpose, under the terms and conditions satisfactory thereto;
t) If, at the initiative of the BORROWERS, any materially relevant assignment or change occurs, at the BANKS' sole discretion, or revocation, or termination in any way other than through its timely compliance with the INTEREST RATE COVERAGE AGREEMENT;
u) In the cases provided for in articles 670-c), 701 and 780 of the Civil Code.
2. The anticipated maturity of the debt arising under the CONTRACT, in accordance with paragraph 1, shall automatically and immediately be carried out, upon receipt, by the BORROWERS, of a communication sent to that effect by any of the BANKS.
3. In the event of any of the situations indicated in paragraph 1 of this clause, the BANKS, individually, shall have the right to consider immediately due and payable the obligations arising from other contracts signed with them by the BORROWERS, which shall operate automatically by written communication sent by the AGENT or by the CAIXA.
4. The non-exercise by any of the BANKS of any right or power, which is granted by the CONTRACT, in no case will mean a waiver of such right or power, and therefore will remain valid and effective notwithstanding its non-exercise.
5. The possible granting by the BANKS of an additional period for compliance with a given obligation is not a precedent that may be invoked in the future.
(2) The guarantees and other conditions for the negotiated loans related to the new business
segment, Table Stoneware, are as follows:
Caixa Geral de Depósitos, SA:
Guarantees:
Endorsement from Grupo Visabeira, SGPS and Vista Alegre Atlantis, SGPS.
Other conditions:
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The Ownership clause, direct or indirect, of the Grupo Visabeira, SGPS on Vista Alegre Atlantis, SGPS,
and from the latter on the borrower; the obligation to centralize in CGD all payments and receipts of
the project; Cross Default, Pari Passu and Negative Pledge.
AICEP – Agência para o Investimento e Comércio Externo de Portugal, EPE:
Guarantees:
The company undertakes to present a bank guarantee, under the terms and conditions stipulated in
the Payment Standard applicable to Projects approved under the NSRF Incentive Systems.
Non-compliance:
Failure to comply with obligations or any breach of the obligations set forth in the investment
contract shall be assessed by the Tribunal Arbitral.
The liability of the shareholders shall be proportional to their respective shares in the Company's
share capital at the date of the non-compliance, and shall continue for the term of the contract even
in the event of bankruptcy, merger or dissolution of the Company.
IKEA Supply AG:
Guarantees:
The company is obliged to present until 31-01-2015 a mortgage, in favour of IKEA, of equipment
belonging to Ria Stone already defined in the loan agreement. It was filed within the stipulated date.
Non-compliance:
Failure to comply with the obligations stipulated in the contract implies the immediate payment of
the amounts due at the date, plus interest and other expenses, without any prior notice from IKEA.
19. Accounts payable and other debts
On 30th September 2018 and 31st December 2017 the item of “Accounts payable and others debts”
had the following composition:
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The item “Suppliers” present itself on 30th September 2018 and 31st December 2017 as shown in the
following:
The item “Creditors and accrued expenses” present itself as shown in the following table:
On 30th September 2018, the item “Other creditors” includes the amount of 7.351 thousand euros
(5.373 thousand euros on 31st December 2017), related to the confirming commercial debts
contracts.
The item “Accrued expenses” on 30th September 2018 and 31st December 2017 present itself as
shown in the following table:
20. Provisions
30-09-2018 31-12-2017
Suppliers 19,189 12,786 Creditors and accrued expenses 21,453 16,539
40,642 29,325
30-09-2018 31-12-2017 Current account suppliers 18,373 12,669 Suppliers’ invoices in reception and conference 781 92 Suppliers – payable equities 34 25
19,189 12,786
30-09-2018 31-12-2017 Accrued expenses
7,516 9,067
Investment suppliers
6,045 1,412 Other creditors
7,506 5,832 Receivables from customers 386 228
21,453 16,539
30-09-2018 31-12-2017 Personnel charges 5,181 4,432 Interest payable 1,830 3,878 Natural Gas 99 260 Rappel 166 215 Municipal property tax 44 57 Electricity 36 40 Other 159 186
7,516 9,067
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20.1 Provisions
The information related to the provisions, on 30th September 2018 and 31st December 2017 present
itself as shown in the following table:
20.2 Provision for retirement pensions
Grupo VAA has a number of defined benefit pension plans in place, some of which are borne by the
Pension Funds specially constituted and managed by the actuarial society (Futuro- Sociedade
Gestora de Fundos de Pensões, S.A.) and others are borne by the Group itself (“Plano de benefícios
definido – sem Fundo”).
Borne by the Futuro- Sociedade Gestora de Fundos de Pensões, S.A. are two funds:
- One (“Ex-Atlantis”) called Adesão Coletiva Atlantis has an undetermined duration. All employees of
Vista Alegre Atlantis, SA, former Atlantis – Cristais de Alcobaça, SA, admitted to the Associate's
service up to the 31st December 2013, and who meet the requirements of eligibility provided for in
the Pension Plan, which is to say all, are entitled to a supplementary old-age pension calculated in
accordance with the Pension Plan.
This fund is financed by the Fundo de Pensões Viva.
- Another (“Ex-Vista Alegre” and “Vista Alegre Grupo”), called Fundo de Pensões Grupo Vista Alegre,
also of undetermined duration, which includes the permanent employees of Vista Alegre Atlantis SA,
who worked for the formers Fábrica de Porcelana da Vista Alegre, S.A. and Vista Alegre Grupo - Vista
Alegre Participações S.A., who have signed an individual employment contract before the 20th of
December 1976 and are covered by the CCT for the Ceramic Industry.
The Grupo Vista Alegre pension fund is financed by the Fundo de Pensões Grupo Vista Alegre.
The responsibilities of the Group are the following:
30-09-2018 31-12-2017 Initial balance on 1
st January 369 538
Change of scope (Note 3) -61 0 Provision for other risks and charges 0 -169 Legal proceedings 0 -300 Compensations 0 61 Taxes 0 70 Final balance 308 369
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The excess of the fund of 158 thousand euros and 144 thousand euros, respectively on 31st
December 2017 and 30th September 2018 is registered in the accounts receivable, according to the
note 15.
The evolution of responsibilities with plans to retirement complement was the following:
30-09-2018 31-12-2017 Defined benefit plan – without Fund
-1,325 -1,465
Defined benefit plan – with Fund
Ex-Vista Alegre Responsibilities for previous services
-837 -1,144 Market value of the Fund
979 1,326 142 183
Ex-Atlantis Responsibilities for previous services
-383 -437 Market value of the Fund
385 412 2 -25
Vista Alegre Grupo Responsibilities for previous services
-1,149 -1,251 Market value of the Fund
1,149 1,251 0 0
Excess/(deficit) 144 158
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On 30th September 2018 and 31st December 2017, the Grupo Vista Alegre maintains a recognized
provision (included in the component “without fund”), related to the complementation of the
retirement pension of a Grupo Vista Alegre former director, based on the accounting calculation
performed by the entity Futuro, Sociedade Gestora de Fundos de Pensões, S.A., approximately in the
amount of 957 thousand euros and 865 thousand euros, respectively. On December 2014, the
Supreme Court condemned VAA – Vista Alegre Atlantis SGPS, S.A. to pay a complementation of the
life retirement pension to a former administrator, in the total annual amount of 230,923.38 euros,
to pay in 12 monthly instalments in the amount of 19,243.62 euros each, updatable annually
according to the official inflation index, having already been paid until 30th September 2018 the
amounts due until February 2018, in accordance with the settlement concluded between the
parties.
From February 2018, considering the analysis and position of the Group Vista Alegre legal advisors,
the amount of the complementation of the retirement pension assigned to the former administrator
was reduced (from 20.8 thousand euros to 7.5 thousand euros) under certain legal provisions, in
particular the provision which prohibits commercial companies the award of pensions to an
administrator higher than the high remuneration of the administrator with executive functions.
In May 2018, was delivered by the former administrator, an executive application related to the
payment of the difference between the amount that the Vista Alegre Atlantis SGPS, S.A. was ordered
to pay and the amount effectively paid from February 2018, having the company presented an
appeal to court decision.
with
with
with
without
Fund
Fund
Fund
Fund
(VA) (Atlantis) (VG) Responsibilities for previous services – 1
st January 2017 2,363 1,057 451 1,276 5,146
Current service cost
0 5 6 11 Interest cost
10 18 8 22 58 Pensions paid
-726 -125 -35 -167 -1,053 Reinforcement
-201 -201 Change in assumptions
-4 -12 -9 -11 -35 Actuarial losses/gains
23 -1 -15 70 78 Responsibilities for previous services – 31
st December 2017 1,465 943 407 1,190 4,005
with
with
with
without
Fund
Fund
Fund
Fund
(VA) (Atlantis) (VG) Responsibilities for previous services – 1
st January 2018 1,465 943 407 1,190 4,005
Current service cost
0 2 3 5 Interest cost
5 9 4 11 29 Pensions paid
-141 -44 -16 -84 -285 Actuarial losses/gains
-4 -74 -14 31 -60 Responsibilities for previous services – 30
th September 2018 1,325 837 383 1,149 3,694
Total
Total
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The provision on 30th September 2018 approximately to the amount of 865 thousand euros, is the
best estimate of the Company’s Board of Directors with respect to future expenditures with the
complementation of the retirement pension to that former administrator.
21. State and other public entities
On 30th September 2018 and 31st December 2017 the composition in the item “State and other
public entities” was the following:
*IVA, ICMS, PIS, COFINS and IPI.
22. Subsidies
The main information about the investment subsidies allocated to the Group on 30th September
2018 and 31st December 2017 is as follows:
Follows a brief description of each project referred above:
Tableware
Project of national strategic interest to set up the new company – Ria Stone – dedicated to
manufacturing tableware pieces in stoneware, through innovative single-firing processes,
underpinned by a strong automatization process. This subsidiary company operates from 2012 (date
of establishment) and has a single customer entity: IKEA.
Assets Liabilities Assets Liabilities Income tax 391 150 Retentions of the income tax 212 243 Tax on commercial transactions* 2,135 1,078 479 797 Social security contributions 727 648
2,135 2,408 629 1,688
30-09-2018 31-12-2017
30-09-2018
Amortization (note 26)
Reinforcement
Change of scope (Note 3) 31-12-2017
Subsidies for medium and long-term investment 3,947 -289 160 296 3,779
Tableware Project
2,863 -243 0 0 3,106
Porcelain Project
578 -46 81 0 544
CerexCor & CristalLux Project 209 0 80 0 129 Cerutil Project 235 0 0 235 0 Bordalo Pinheiro Project 62 0 0 62 0
3,947 -289 160 296 3,779
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Porcelain
Innovation projects in the porcelain segment, aimed at modernizing the factory, supported by
innovation in production processes, with changes in various sections of manufacturing (presses,
firing, decaling, decorating, storage), with the acquisition of a new firing kiln for hollow pieces
standing out, which allowed for product development in innovative porcelain, better and more
resistant, technically speaking. The projects were aimed at reinforcing the presence of the Vista
Alegre brand internationally.
CerexCor & CristalLux
Innovative project acting on two planes, one in the Stoneware Oven (Aveiro factory) and the other in
Crystal (Alcobaça factory), the first aimed at diversifying production by introducing coloured pastes
in the manufacturing process for a higher quality product and the second making fundamental
changes in Crystal manufacturing processes, for innovative processes, with single moulding (single
pass).
Cerutil
Productive innovation project, in the segment of stoneware ovenware, for innovating products
achievable with the significant change of the production processes. This project aims at increasing
the capacity of the Cerutil factory, with the use of pastes in the production, providing as well for the
reuse of chips which until then were considered waste of the manufacturing process. Likewise, the
other production stages (pressing, oven, etc.) will undergo changes in order to obtain a more
effective layout, so that the company can create an innovative product with complex geometry,
introducing the non-stick concept, thus much becoming more competitive and different.
Bordalo Pinheiro
Innovation project in the faience segment with increased capacity by the introduction of new
equipment made to measure, designed in a partnership with the suppliers, specifically to meet the
needs and specificities of the sector. The project foresees process innovation for more energy-
efficient processes that reduce manufacturing costs and optimize production, improving the quality
of the pieces. With this project Bordallo expects to achieve higher production volume and new
international markets, increasing its levels of competitiveness.
23. Revenue
During the periods of nine months ended on 30th September 2018 and 2017 the categories of
recognised revenue include the revenue from:
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24. Personnel expenses
The personnel expenses during the period of nine months ended on 30th September 2018 and 2017
can be analysed as follows:
The responsibilities with retirement pensions plans are detailed on Note 20.
Moreover, the Group changed the form of recognition of “Work for the company” during 2017, and
its effect becomes an autonomous income caption in the consolidated income statements.
On 30th September 2018 and 2017, the number of employees working for the Group (taking into
account the company they work for) may be detailed as follows:
30-09-2018 30-09-2017
Goods sale 63,372 60,181
Services provided 549 725
63,921 60,906
30-09-2018 30-09-2017 Corrections 30-09-2017
Salaries and other personnel expenses
18,753 17,708 17,708
Salaries and other Administration short-term benefits
80 317 317 Pensions paid
8 58 58 Charges on remuneration 4,352 3,708 3,708 Works for the company 0 0 -1,141 Total 23,192 21,791 20,650
Number of employees at the end of September 2018 30-09-2018 30-09-2017 Cerutil - Cerâmicas Utilitárias, SA 223 0 Faianças Artísticas Bordalo Pinheiro, SA 249 0 VAA Vista Alegre Atlantis SGPS 11 8 Vista Alegre Atlantis, SA 1,474 1,408 Vista Alegre France, SAS 4 0 VA - Vista Alegre España, SA 53 54 VAA Brasil – Comércio, Importação e Exportação SA 11 14 Vista Alegre Atlantis USA 2 3 Vista Alegre Atlantis Moçambique, Lda 5 5 Ria Stone Fábrica de Louça de Mesa em Grés, SA 184 182
1,744 1,674
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25. Suppliers and external services
On 30th September 2018 and 2017, this item presented the following composition:
During the period of nine months on 30th September 2018 and 2017, the item “Rents” mainly
regards the expenses with the rents of several Vista Alegre stores in Portugal and abroad.
Moreover, the Group changed the form of recognition of “Work for the company” during 2017, and
its effect becomes an autonomous income caption in the consolidated income statements.
Average number of employees per company 30-09-2018 30-09-2017 Cerutil - Cerâmicas Utilitárias, SA 221 0 Faianças Artísticas Bordalo Pinheiro, SA 252 0 VAA Vista Alegre Atlantis SGPS 9 5 Vista Alegre Atlantis, SA 1,418 1,395 Vista Alegre France, SAS 2 0 VA - Vista Alegre España, SA 53 54 VAA Brasil – Comércio, Importação e Exportação SA 11 14 Vista Alegre Atlantis USA 2 3 Vista Alegre Atlantis Moçambique, Lda 5 5 Ria Stone Fábrica de Louça de Mesa em Grés, SA 180 179
1,680 1,655
30-09-2018 30-09-2017
(Corrections) 30-09-2017 Electricity
2,361 2,333 2,333 Rents 2,323 2,033 2,033 Commissions
1,034 1,183 1,183 Conservation and repair
1,305 1,047 1,047 Advertising and propaganda
891 871 871 Transport of goods 1,652 1,176 1,176 Specialized services
939 842 842 Traveling and staying
504 362 362 Insurance
278 369 369 Cleaning, hygiene and comfort
278 326 326 Subcontracts
751 559 559 Other
353 182 182 Petrol, water and other fluids
236 237 237 Communication
176 183 183 Quick wearing tools and utensils
190 176 176 Royalties 152 252 252 Safety and surveillance
272 228 228 Fees
176 94 94 Works for the company 0 0 -152
13,873 12,453 12,301
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26. Other operating expenses and losses and operating income and revenue
The other operating expenses and losses and other operating income and revenue of the period of
nine months ended on 30th September 2018 and 2017 can be analysed as follows:
27. Financial Results
The financial results of the period of nine months ended on 30th September 2018 and 2017 can be
analysed as follows:
Costs Income Costs Income
Costs and revenue from previous years
32 148 79 0
Fines and penalties/contractual benefits
3 0 6 0
Gains and losses with capital asset – write-offs/sales
0 79 0 0
Health insurances - HR 0 90 0 87
Commissions without the collections in the stores (cards)
332 0 327 0
Offers/stock samples
169 0 157 0
Taxes 215 66 149 136
Exchange differences
61 63 83 56
Prompt payment discounts
21 0 49 2
Operating and training grants
0 235 0 303
Investment grants (Nota 22) 0 289 0 202
Sale of shavings/residues, rejects, molds and freights
0 495 0 172
Interest and similar
210 0 172 0
Rents
0 0 0 93
Other operating income and costs
143 39 170 290
1,186 1,505 1,192 1,340
30-09-2018 30-09-2017
30-09-2018 30-09-2017 Interest with loans and bank overdrafts and applications
-1,855 -2,134 Other financial charges
-185 -295 Financial income-interest obtained
3 22 Capitalization of interest 129 0
-1,908 -2,407
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28. Commitments
Commitment to investment
Commitment to investments contracted but not yet incurred on 30th September 2018 and 2017:
The amount of 12.6 million euros of commitments on the 30th September 2018 regards the amounts
referring to tangible fixed assets’ orders realized, but only materialized in 2018. The majority,
around 6.1 million euros, regards the project for the expansion of the Ria Stone factory and its
equipment.
29. Contingencies
The Grupo Vista Alegre has contingent liabilities related to bank guarantees and different nature
guarantees, as well as other contingencies related to its business activity.
We don’t expect any significant losses arising from contingent liabilities.
There are several legal procedures intended against the Group, particularly in the area of labour,
that in case they are judged by the court to our disadvantage, which we do not believe will happen,
will total the amount of 35 thousand euros (see note 20).
The amount of guarantees provided to cover financial commitments not included in the
Consolidated Financial Statement is 0.5 million euros and 2.8 million euros on the 30th September
2018 and 31st of December 2017, respectively.
The amount of financial commitments included in the Consolidated Financial Statement with
guarantees and security deposits is 24.7 million euros and 19.8 million euros on 30th September
2018 and 31st of December 2017 and 2016, respectively.
With the renegotiation of the debt to the banks, a mortgage was granted in favour of the banking
institutions, a mortgage that included all the buildings, improvements and accessions, present and
future, built and to be built by VAA SGPS and its subsidiaries:
30-09-2018 30-09-2017
Tangible fixed assets 12,556 2,048
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Regarding the subsidiary Faianças da Capôa is bound a lawsuit that led to the legal registration of a
mortgage on its property in the amount of 1.67 million euros - this value is solely and exclusively the
responsibility of the creditor. The Group keeps a provision registered on the 31st of December 2017
to the amount of approximately 225 thousand euros to meet this legal process, non-estimated,
which will result on additional relevant impact for the Group, supported by its legal assessors.
On May 2018, a former administrator submitted an executive request for payment regarding the difference between the amount Vista Alegre Atlantis, SGPS, S.A. was ordered to pay and the amount actually paid as of February 2018 (see Note 20.2).
30. Transactions with related parties
The entities the held, on 30th September 2018, a qualifying holding in the Grupo Vista Alegre were:
Real estate Entity Net accounting value Pinhais do Casal da Areia BCP+CGD 970 Cerexport I BCP+CGD 4,574 Ex- Quinta Nova BCP+CGD 5,597 Ria Stone CGD 8,438 Fábrica de Porcelana da V.Alegre Ilhavo 19,904 Factory of Atlantis in Alcobaça 4,561 Factory of Faianças da Capoa in Aveiro* 3,512 *Santa Clara Cerâmica only for Factory Câpoa
BCP+CGD+SANTA CLARA CERÂMICA, SA
No of shares % voting rights
Grupo Visabeira, SGPS, SA (1)
Directly (Proprietary portfolio) 5,548,417 3.64%
Through Visabeira Indústria, SGPS, S.A. 137,933,854 90.50%
Total attributable to Grupo Visabeira, SGPS, S.A. 143,482,271 94.14%
Caixa Geral de Depósitos, SA:
Directly (Proprietary portfolio) 4,188,830 2.75%
Through FCR Grupo CGD CAPITAL 987,364 0.65%
Total attributable to Caixa Geral Depósitos, S.A. 5,176,194 3.40%
Free Float 3,750,572 2.46% Sub-totals 152,409,036 100.00%
Treasury shares
110
Vista Alegre Atlantis total shares 152,409,146 100.00%
Shares
Shareholder
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(1) The majority shareholder of VISTA ALEGRE ATLANTIS SGPS, S.A., VISABEIRA INDÚSTRIA, SGPS, S.A., is totally
owned by Grupo Visabeira SGPS, S.A., whose majority shareholder, NCFGEST, SGPS, S.A., possesses 94.14%,
being this last company totally owned by the individual partner Fernando Campos Nunes.
The transactions with the related parties were the following:
The salaries described above, are all of a fixed nature, which occurred during the period of nine
months ended on 30th September 2018 and 2017.
Open balances at 30th September 2018 and 31st December 2017, with the related parties are almost
exclusively from financing obtained from the Groups VISABEIRA, CGD and BCP.
The balances of assets and liabilities to related parties on 30th September 2018 and 31st December
2017 are as follows:
The amount of "Shareholder Loans" in 30th September 2018 includes a liability with a financing nature that resulted from a sequence of loans granted between several companies within the Grupo Vista Alegre, in particular due to the process of acquisition of Cerutil and its subsidiaries in the amount of 48.5 million euros and the sale of the VA Grupo in the amount of 21.7 million euros, concentrating all the shareholder debt in the parent company (Visabeira Indústria, SGPS, S.A.).
30-09-2018 30-09-2017
Salaries and other Administration short-term benefits
80 317
Pensions paid to former administrators 8 58 88 376
30-09-2018 31-12-2017
Assets
Grupo CGD – Demand deposits
1,747 3,983
Grupo Visabeira - RETGS (Note 15) 1,209 3,493
Grupo Visabeira - Customers 2,603 2,144
5,559 9,620
Liabilities
Grupo CGD
Bank overdrafts
2,990 2,651
Bank loans
11,374 7,171
14,364 9,822
Grupo Visabeira
Suppliers
717 4,437
Other loans (Note 18) 2,920 0
Shareholder Loans (Note 18) 26,917 370
30,554 4,808
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Transactions with related parties during the period of nine months ended on 30th September 2018
and 2017:
*(1) Regarding the 30th September 2018, the transactions mentioned correspond to eight months of
activity, from January to August 2018.
Purchase to related
parties (COSTS)
Sales to related parties
(INCOME)
Purchase to related
parties
(COSTS)
Sales to related
parties (INCOME)
GRUPO CGD 688 366
GRUPO VISABEIRA 3,885 1,365 5,030 1,034
BENETRONICA - IND. COM. COMP. ELECT 117 692 157 233
CERUTIL - CERAMICAS UTILITARIAS, LDA *(1) 978 301 2,347 242
CONSTRUCTEL 4 0 0 0
EDIVISA - EMPRESA DE CONSTRUCOES, S.A. 290 11 298 0
EMPREENDIMENTOS TUR. MONTEBELO, S.A. 29 29 11 62
FAIANÇAS ARTISTICAS BORDALO PINHEIRO *(1) 1,815 241 1,819 122
GRANBEIRA, SOC. EXPL. COM. GRANITOS 1 0 1 0
GRUPO VISABEIRA - S.G.P.S., SA 16 2 0 2
MERCURY COMERCIAL, LDA 4 0 2 0
SOGITEL 45 0 0 0
TURVISA - EMPREENDIMENTOS TURISTICOS 8 0 0 0
IMOVISA - IMOBILIARIA DE MOCAMBIQUE 1 0 0 0
MOB 39 17 1 16
MOVIDA 69 0 70 0
MUNDICOR - VIAGENS E TURISMO, SA 150 0 60 0
PDT- PROJECTOS DE TELECOMUNICAÇÕES, 1 4 0 3
AMBITERMO - ENG. E EQUIP. TERMICOS, 0 0 0 3
TV CABO, LDA 1 0 2 0
VAA-EMPREENDIMENTOS TURISTICOS,S.A 45 35 46 325
VIATEL - TECNOLOGIA DE COMUNICACOES 95 9 62 17
VISABEIRA - SOC. TEC. OBRAS E PROJ. 10 3 7 1
VISABEIRA GLOBAL SGPS, SA 0 1 0 0
VISABEIRA IMOBILIARIA, SA 9 0 9 0
VISABEIRA MOÇAMBIQUE, S.A 8 0 9 0
VISABEIRA PRO - ESTUDOS E INVEST. S 95 16 84 5
VISABEIRA INDUSTRIA, SGPS, S.A. 8 0 0 0
VA GRUPO 4 0 0 0
PORTO SALUS AZEITÃO 0 2 0 1
VISABEIRAHOUSE, S.A. 1 0 0 0
VISACASA, S.A. 38 0 40 0
ZAMBEZE - RESTAURAÇAO, S.A. 3 1 2 2
30-09-2018 30-09-2017
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31. Subsequent events Subsequent to 30th September 2018, occurred the following events related to the Grupo Vista Alegre
which must be mentioned due to their relevance in this annex:
On 9th October 2018, Vista Alegre Atlantis, SGPS, S.A. issued a notice announcing its intention as well
as the shareholder Visabeira Indústria, SGPS, S.A. intention, to carry out an offer to subscribe new
shares, to be issued within the scope of increasing the Company’s capital, and its admission to
trading on Euronext Lisbon, as well as an offer to sell common shares representing the capital of
Vista Alegre already issued and held by Visabeira (the "Offer").
It is expected that the Offer will consist of a subscription offer up to 21.772.735 common shares, to
be issued within the scope of the Company’s capital increase, eliminating the shareholders’ pre-
emptive right, and a sale offer up to 21.772.735 common shares representing the Company's capital,
already issued and currently held by the shareholder Visabeira. The Offer is subject to obtaining the
necessary authorization and approvals, as well as adopting the relevant resolutions of the Company
and Visabeira, which depend on the market conditions and the prevailing interest of the Company
and its shareholders.
In particular subject to the market conditions and the necessary authorizations and approvals as well
as relevant resolutions, it is expected that the Offer will comprise: (i) a particular offer of shares to
certain institutional investors within the domestic and international markets, according to the
Regulation S; and (ii) a public offering of distribution in Portugal.
With the Offer it is intended, therefore, that the Company increases its free float by 25% of the
share capital (after the capital increase), with Grupo Visabeira having a share of approximately 70%
of the capital and rights to vote in Vista Alegre after the Offer, and the Company benefiting from the
aforementioned reinforcement of dispersion, the broadening of its shareholder base and,
consequently, a greater liquidity of the VAA shares, reinforcing its attractiveness to potential
investors. The net proceeds from the subscription offer also aim at optimizing the financing sources
of the Grupo Vista Alegre strategy, to implement the measures provided for in its investment plan,
as well as to strengthen the Company’s financial situation, through the debt reduction.
Moreover, on 12th October 2018 a General Meeting of Vista Alegre Atlantis, SGPS, S.A. was held to
deliberate on the following items:
• Authorizing the Board of Directors to increase the Company’s share capital to a maximum
amount of 17.418.188 Euros within the scope of the public offer and/or institutional offer for the
subscription of common shares, aiming at increasing the dispersion of the Company’s share capital
and optimizing the financing sources of the Grupo Vista Alegre strategy and consequently on the
changes of the Company’s Bylaws;
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• Eliminating the shareholders’ pre-emptive rights regarding the subscription of the
aforementioned capital increase;
• Electing of a new Member of the Company’s Board of Directors (Mr. Teodorico Figueiredo Pais)
for the current term of office, being this body composed of eleven members.
The three items above mentioned were approved unanimously.
32. Companies included in the consolidation
On 30th September 2018, the companies which are part of the Grupo VAA – Vista Alegre Atlantis and
are part of the consolidated group by the comprehensive method are as follows:
a) Companies acquired in August 2018 b) Companies acquired in 2018
The Certified Public Accountant, The Board of Directors,
___________________________ __________________________________
Ílhavo, 29th October 2018
Companies Head Office
Percentage of participation
2017 Percentage of
participation Bordalgest, SA a) Lisboa 100.00% 0.00% Faianças Artísticas Bordalo Pinheiro, SA a) Caldas da Rainha 83.99% 0.00% Cerexport - Cerâmica de exportação, SA Ílhavo 100.00% 100.00% Cerutil - Cerâmicas Utilitárias, SA a) Sátão 100.00% 0.00% Faianças da Capôa - Indústria Cerâmica, SA Ílhavo 100.00% 100.00% Mexicova, SA b) Cidade do México 100.00% 0.00% Ria Stone Fábrica de Louça de Mesa em Grés, SA Ílhavo 100.00% 100.00% Shree Sharda Vista Alegre Private Limited Delhi 50.00% 50.00% VA - Vista Alegre España, SA Madrid 100.00% 100.00% Vista Alegre France, SAS Paris 100.00% 100.00% VAA Brasil – Comércio, Importação e Exportação, SA S. Paulo 89.93% 89.93% VAA I.I. – Sociedade Imobiliária, SA Ílhavo 100.00% 100.00% Vista Alegre Atlantis Moçambique, Lda Maputo 99.00% 99.00% Vista Alegre Atlantis UK LTD Londres 100.00% 100.00% Vista Alegre Atlantis, SA Ílhavo 100.00% 100.00% Vista Alegre USA Corporation Nova York 100.00% 100.00%
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