SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of August 2014

Commission File Number 1-13758

 


 

PORTUGAL TELECOM, SGPS, S.A.

(Exact name of registrant as specified in its charter)

 

Av. Fontes Pereira de Melo, 40
1069 - 300 Lisboa, Portugal

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  x  Form 40-F o

 

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o  No x

 

 

 



 

 

Announcement  |  Lisbon  |  25 August 2014

 

Supplemental information to the documents relating to the consolidated financial statements for the year ended December 31, 2013

 

Pursuant to a request of the Portuguese Securities Commission (Comissão do Mercado de Valores Mobiliários) pursuant to Article 245, number 5, of the Portuguese Securities Code (Código dos Valores Mobiliários), Portugal Telecom is providing to the market supplemental information with respect to its Report and Consolidated Financial Statements for the fiscal year ended December 31, 2013, as approved by its Board of Directors on February 18, 2014 (the “Report and Consolidated Financial Statements”), which information, in light of subsequent events, has become more relevant.

 

With respect to Note 24 — Short-term investments of the Notes to the Consolidated Financial Statements as of December 31, 2013, and particularly the caption “Debt securities,” Portugal Telecom provides the following clarifications, which should be viewed as supplemental information in addition to the information required to be disclosed under IFRS 7 and IAS 24:

 

·                  As of December 31, 2013, the caption “Debt securities,” in the total amount of Euro 750 million, includes debt securities issued by Espírito Santo International (“ESI,” a non-financial holding company, governed by the laws of Luxembourg, that is part of the Espírito Santo Group) in the following amounts: (a) Euro 500 million subscribed by PT Finance on November 8, 2013, which were settled on their maturity date of February 10, 2014 for their principal amount plus accrued interest; (b) Euro 200 million subscribed by Portugal Telecom on October 29, 2013, which were settled on their maturity date of January 29, 2014 for their principal amount plus accrued interest; and (c) Euro 50 million subscribed by PT Finance on November 20, 2013, which were settled for their principal amount plus accrued interest on their maturity date of February 20, 2014, which date was after the approval of the Report and Consolidated Financial Statements by the Board of Directors (on February 18, 2014) and the issuance of the Legal Certification of the Consolidated Financial Statements and the Auditors’ Report (on February 19, 2014).

 

·                  As of December 31, 2012, this caption includes debt securities issued by ESI in the following amounts: (a) Euro 250 million subscribed by PT Finance on August 2, 2012, which were settled on their maturity date of February 1, 2013 for their principal amount plus accrued interest; (b) Euro 200 million subscribed by PT Finance on October 15, 2012, which were settled on their maturity date of January 14, 2013 for their principal amount plus accrued interest; and (c) Euro 60 million subscribed by PT Finance on October 17, 2012, which were settled on their maturity date of January 17, 2013 for their principal amount plus accrued interest.

 

Portugal Telecom, SGPS SA

Avenida Fontes Pereira de Melo, 40

1069-300 Lisboa

Portugal

 

Public company

Share capital Euro 26,895,375

Registered in the Commercial
Registry Office of Lisbon

and Corporation no. 503 215 058

Portugal Telecom is listed on the Euronext and New York Stock Exchange. Information may be accessed on the Reuters under the symbols PTC.LS and PT and on Bloomberg under the symbol PTC PL.

Nuno Vieira

Investor Relations Director

nuno.t.vieira@telecom.pt

Tel.: +351 21 500 1701

Fax: +351 21 500 0800

 

 

www.telecom.pt

 

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With respect to Note 45.1.3 — Financial instruments — Credit risk of the Notes to the Consolidated Financial Statements as of December 31, 2013, and particularly the caption “Debt securities,” Portugal Telecom provides the following clarifications, which should be viewed as supplemental information in addition to the information required to be disclosed under IFRS 7:

 

·                  As of December 31, 2013 and 2012, investments in short-term securities issued by ESI, a Espírito Santo Group entity, in the total amounts of Euro 750 million and Euro 510 million, respectively, represented the following percentages of the captions set forth below:

 

 

 

December 31, 2013

 

December 31, 2012

 

(in Euro million)

 

Caption amount

 

Percentage
(%)

 

Caption amount

 

Percentage
(%)

 

Short-term investments

 

914

 

82

%

626

 

81

%

Short-term investments and cash and cash equivalents

 

2,573

 

29

%

2,615

 

20

%

Total current assets

 

3,973

 

19

%

4,102

 

12

%

Total assets

 

12,020

 

6

%

12,829

 

4

%

Total shareholders’ equity

 

1,867

 

40

%

2,537

 

20

%

Net income

 

388

 

193

%

310

 

164

%

 

·                  With respect to the information on our policy on investments in cash and short-term investments, as presented in general terms in the Report and Consolidated Financial Statements in the same note of the Notes to the Consolidated Financial Statements as of December 31, 2013, in Item 10 — Main Risks and Uncertainties — Financial Risks — Credit of our Consolidated Annual Report 2013 and in Item 03.III — Internal Organization — Internal Control and Risk Management — Main economic, financial and legal risks — Financial Risks — Credit of our Corporate Governance Report 2013, and in particular the criterion for investments in diversified financial institutions that are reputable in the market, it should be mentioned that, given the concentration in deposits and treasury applications in BES/GES, as of December 31, 2013, the Company was not implementing an effective diversification.

 

With respect to Note 48.b) — Related Parties — Shareholders of the Notes to the Consolidated Financial Statements as of December 31, 2013, Portugal Telecom provides the following clarifications, which constitute supplemental information and more extensive information than that required under IAS 24:

 

·                  For purposes of this note, PT took into consideration its principal shareholders holding a qualified interest in its share capital equal to or in excess of 2%, based on the ownership information communicated by such shareholders to the company, even though those shareholders should not be deemed to be related parties as defined by IAS 24 as they do not meet the requirements set forth in such accounting standard.

 

·                  Taking into account the matters described above, in the table setting forth information about related party transactions, references to the shareholder Banco Espírito Santo (“BES”) should be considered references to Grupo Espírito Santo (“GES”),

 

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which includes BES and all entities that, according to information provided by BES, could be considered related parties of BES, including ESI (See Annex I).

 

·                  In footnote (i) to the table, Portugal Telecom informs that interest payments received by PT include amounts relating to interest received on bank deposits and on the short-term investments in ESI referred to in Note 24 to the Notes to the Consolidated Financial Statements as of December 31, 2013.

 

·                  As of December 31, 2013 and 2012, the balances relating to bank deposits, short-term investments and other financing transactions with our principal shareholders were as follows:

 

Euro

 

 

 

31-Dec-13

 

31-Dec-12

 

 

 

 

 

Short-term

 

 

 

 

 

Short-term

 

 

 

Company

 

Bank deposits

 

investments

 

Financings (i)

 

Bank deposits

 

investments

 

Financings (i)

 

GES

 

1,402,888,437

 

750,000,000

 

14,517,265

 

1,484,978,570

 

510,000,000

 

28,653,131

 

Caixa Geral de Depósitos

 

 

 

 

148,824,834

 

 

 

Barclays

 

 

 

 

72,581

 

 

166,960,080

 

 

 

1,402,888,437

 

750,000,000

 

14,517,265

 

1,633,875,985

 

510,000,000

 

195,613,211

 

 


(i)It should be further noted that Banco Espírito Santo and Caixa Geral de Depósitos both acted as placement agents for commercial paper issued by Portugal Telecom, and in that regard, Portugal Telecom had outstanding amounts of Euro 200 million as of December 31, 2013, placed by BES, and Euro 50,750,000 as of December 31, 2012, placed by Caixa Geral de Depósitos. Portugal Telecom is not informed as to the investors who subscribe for these investments.

 

·                  The transactions that occurred during the fiscal year ended December 31, 2012 and the balances at such date, but excluding outstanding balances relating to bank deposits, short-term investments and other financing transactions with our principal shareholders, are as follows (value-added tax included):

 

Euro

 

Company

 

Revenues and
gains (i)

 

Costs and losses
(i)

 

Accounts
receivable

 

Accounts payable

 

 

 

 

 

 

 

 

 

 

 

GES

 

100,864,559

 

28,467,536

 

2,598,492

 

36,105

 

Caixa Geral de Depósitos

 

33,527,672

 

13,240,097

 

3,971,406

 

637,112

 

Visabeira

 

11,734,060

 

103,160,858

 

20,994,829

 

13,076,065

 

Controlinveste

 

2,670,350

 

52,691,602

 

512,548

 

10,355,585

 

Ongoing

 

857,306

 

3,895,190

 

3,164,133

 

1,078,681

 

Barclays

 

951,915

 

10,585,777

 

30,023

 

 

BlackRock

 

1,113

 

814,730

 

 

 

UBS

 

39

 

84,237

 

250

 

 

 

 

150,607,014

 

212,940,027

 

31,271,681

 

25,183,548

 

 


(i)Revenues and gains include sales and services rendered by Portugal Telecom and interest received on bank deposits and short-term investments, while costs and losses include supplies and external services provided to Portugal Telecom and interest paid on financing agreements and equity swaps.

 

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Annex I — List of entities with which transactions or balances have been identified

 

Banco Espírito Santo Angola, SARL

Besaactif (Angola)

Banco Espírito Santo, SA

Banco Espírito Santo de Investimento, S.A.

ESAF - Espirito Santo Fundos de Investimento Mobiliario, S.A.

Espírito Santo Capital - Sociedade de Capital De Risco, SA

ESAF- Espírito Santo Fundos de Pensões, SA

Locarent

Esaf - Espírito Santo Fundos de Investimento Imobiliário S.A.

ESAF - Espírito Santo Activos Financeiros, SGPS, SA

BES-Vida - Ccompanhia de Seguros, S.A.

ES Recuperação de Crédito, ACE

BEST - Banco Electrónico de Serviço Total, SA

Espirito Santo Informática

Banco Espírito Santo dos Açores, SA

Esconcessões, SGPS

Espirito Santo Gestão de Património, SA

Fundo Gestão Património Imobiliário

Fungere - Fundo de Gestão De Património Imobiliário

Oblog - Consulting, SA

Orey Reabilitação Urbana - FEIIF

Praça do Marquês - Serviços Auxiliares, SA

Quinta dos Cónegos - Sociedade Imobiliária, SA

Espírito Santo International, SA

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 25, 2014

 

 

PORTUGAL TELECOM, SGPS, S.A.

 

 

 

 

 

 

By:

/s/ Nuno Vieira

 

 

 

Nuno Vieira

 

 

 

Investor Relations Director

 

 

FORWARD-LOOKING STATEMENTS

 

This document may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

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