Annual Report 2010 - CMVM

Notes to the Consolidated Financial Statements as at 31 December 20101 - INTRODUCTORY NOTETEIXEIRA DUARTE, S.A. (TD,SA) with its headquarters in Porto Salvo, was constituted on 30 November 2009, with share capital of 1,000,000 shares at 1 Euro each, and itscore business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its corporate Group.On 14 December 2009, the share capital of TD,SA was increased through entries in kind of 286,880,799 shares of Teixeira Duarte - Engenharia e Construções, S.A. ("TD-EC"),representing 68.54% of the share capital in that company.TD-EC was a public company, with head office in Lagoas Park, Edifício 2, Porto Salvo, Oeiras, with share capital of EUR 210,000,000, registered at Cascais Commercial Registryunder taxpayer number 500.097.488.In the context of the restructuring process presented opportunely, on 16 July 2010 TD,SA launched a general and voluntary public offer of the acquisition of the remainingshares of TD,EC through a Public Offer of Exchange of TD,SA shares. This offer was carried out in the proportion of one TD,SA share, at the nominal value of 1 Euro each foreach TD-EC share.Following this offer, a third share capital increase was carried out through the incorporation of 118,479,400 TD-EC shares, with TD,SA thus becoming the owner of 406,360,199shares of that subsidiary, representing approximately 96.75% of the share capital of TD-EC.On 15 November 2010, TD,SA made the shareholders of TD-EC an offer of the acquisition of the shares representing the share capital of TD-EC which did not yet belong toTD,SA, involving a total of 13,639,801 shares, under the terms of article 490 of the Portuguese Commercial Companies Code, compensated by 13,639,801 TD,SA shares, thusmaking the unit value of one TD,SA share for every TD-EC share presented and delivered. Once the period of time of the abovementioned offer had ended, TD,SA promotedthe registration of the acquisition of its total control on 26 November 2010, in conformity with number 3 of article 490 of the Portuguese Commercial Companies Code, thusgaining the ownership of 100% of the shares representing the share capital of TD-EC, through the compensation of one TD,SA share for every TD-EC share acquired.Therefore, the financial statements of TD,SA as at 31 December 2009 include the consolidation through the full method of the assets and liabilities of the Group up to thenled by TD-EC, which became consolidated by TD,SA as of that date. The consolidated statements of income, full income, changes in equity and cash flows are, therefore, notcomparable as a consequence of the process of takeover of control described above. Nevertheless, the consolidated financial statements of the Group led by TD-EC for the yearended on 31 December 2009 are available on the Company's website.The corporate universe of Teixeira Duarte ("Group") is composed of the subsidiaries indicated in Notes 4, 22 and 23. The Group’s core activities are: Construction; Cement,Concrete and Aggregates; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automobile (Note 7).The values indicated are expressed in thousand Euros.2 - MAIN ACCOUNTING PRINCIPLES2.1 - Basis of presentationThe consolidated financial statements have been prepared under the assumption of the continuity of operations, based on the accounting books and records of the companiesincluded in the consolidations, adjusted in accordance with the consolidation process, in order to conform with the provisions of the International Financial Reporting Standardsadopted by the European Union, effective for financial years beginning on 1 January 2010.The International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards ("IAS")issued by the International Accounting Standards Committee ("IASC") and respective interpretations, issued by the IFRS Interpretation Committee ("IFRIC") and StandingInterpretation Committee ("SIC"), respectively, whose adoption was approved by the European Union, shall be construed as part of these standards. hereinafter, all thesestandards and interpretations will be referred to generically as "IAS / IFRS".The financial statements were prepared under the historical cost convention, except with respect to investment properties, financial assets available for sale and derivativefinancial instruments.New standards and interpretations, reviews and amendments adopted by the European Union149