Obbligazione InRetail Malls 6.5% ( USP56243AA91 ) in USD

InRetail Malls

100 USD ▼

Perù

USP56243AA91 ( in USD )

6.5% per anno ( pagato 2 volte l'anno)

Obligation remboursée le 7 Avril 2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione InRetail Shopping Malls USP56243AA91 in USD 6.5%, scaduta

10 000 USD

35 000 000 USD

45780UAA2

N/A

Obligation remboursée le 7 Avril 2018

InRetail Shopping Malls è una società peruviana che opera nel settore immobiliare, specializzata nella gestione e nello sviluppo di centri commerciali in Perù, con un portfolio diversificato di proprietà e gestione di centri commerciali di diverse dimensioni e ubicazioni.

The Obbligazione issued by InRetail Malls ( Peru ) , in USD, with the ISIN code USP56243AA91, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is Obligation remboursée le 7 Avril 2018

The Obbligazione issued by InRetail Malls ( Peru ) , in USD, with the ISIN code USP56243AA91, was rated NR by Moody's credit rating agency.

Offering Memorandum
InRetail Shopping Malls
(A Peruvian Trust)
http://www.oblible.com
US$350,000,000
6.500% Senior Notes due 2021
The 6.500% Senior Notes due 2021 offered hereby (the "notes") were issued by InRetail Shopping Malls, a Peruvian trust (the "Issuer"), acting
through its trustee, Internacional de Títulos Sociedad Titulizadora S.A. (the "ISM Trustee"). The notes are fully and unconditionally guaranteed (the
"guarantees") by the parent company of the Issuer, InRetail Real Estate Corp., a Panamanian corporation (the "Parent Guarantor"); existing subsidiaries of
the Issuer: Interproperties Holding, a Peruvian trust ("Interproperties Holding"), Interproperties Holding II, a Peruvian trust ("Interproperties Holding II"),
Real Plaza S.R.L., a Peruvian limited liability company ("Real Plaza"), and InRetail Properties Management S.R.L., a Peruvian limited liability company,
formerly Interproperties Peru S.A. ("InRetail Properties" and collectively with Real Plaza, Interproperties Holding and Interproperties Holding II, the
"Subsidiary Guarantors," and together with the Parent Guarantor, the "Guarantors"), and certain of our future subsidiaries in accordance with the terms of
the indenture governing the notes.
The notes mature on July 9, 2021. Interest on the notes accrues at a rate of 6.500% per year and is payable semi-annually in arrears on January 9 and
July 9 of each year, beginning on January 9, 2015.
We may redeem the notes, in whole or in part, before July 9, 2018 at a redemption price based on a "make-whole" premium. At any time or from
time to time on or after July 9, 2018, we may redeem the notes, in whole or in part, at the redemption prices specified under "Description of the Notes--
Optional Redemption--Optional Scheduled Redemption." In addition, in the event of certain changes in applicable tax laws, we may redeem the notes, in
whole but not in part, at any time at a price equal to 100% of their principal amount plus any accrued and unpaid interest up to, but excluding, the
redemption date.
The notes and the guarantees are the Issuer's and the Guarantors' unsecured senior obligations and (i) rank equally in right of payment with all of the
Issuer's and the Guarantors' existing and future senior unsecured indebtedness, other than obligations for which preferential treatment is given under
applicable law, (ii) rank senior in right of payment to all of the Issuer's and the Guarantors' existing and future subordinated indebtedness, if any, (iii)
will be effectively subordinated to all of the Issuer's and the Guarantors' existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness and (iv) will be structurally subordinated to all of the existing and future liabilities (including indebtedness) of the subsidiaries
of the Issuer that do not guarantee the notes.
There is currently no public market for the notes. We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit
them for trading on the Euro MTF Market.
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page 15 of this offering memorandum.
Price per note: 99.309%
The notes and the guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), any U.S. state securities laws or the securities laws of any other jurisdiction. The notes may not be offered or sold within the United States
or to any U.S. persons, except (a) to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act
("Rule 144A"), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the
United States to non-U.S. persons in compliance with Regulation S under the Securities Act ("Regulation S"). Any offer or sale of the notes in any
member state of the European Economic Area that has implemented Directive 2003/71/EC (the "Prospectus Directive") must be addressed to
qualified investors (as defined in the Prospectus Directive). This offering memorandum has not been approved by a competent authority within
the meaning of the Prospectus Directive. For further details about eligible offerees and resale restrictions, see "Transfer Restrictions."
The notes, the guarantees and the information contained in this offering memorandum have not been and will not be registered with or
approved by the Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores, or "SMV") or the Lima Stock
Exchange ("LSE"). Accordingly, the notes cannot be offered or sold in Peru, except if such offering is considered a private offering under the
securities laws and regulations of Peru. The Peruvian securities market law establishes, among other things, that any particular offer may qualify
as private if it is directed exclusively to institutional investors. The notes are registered with the Foreign Investment and Derivatives Instruments
Registry (Registro de Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo Extranjeros) of the Peruvian Superintendency of Banks,
Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones, or
"SBS") for Peruvian private pension fund investment eligibility, as required by Peruvian law. The notes may not be offered or sold in the
Republic of Peru or in any other jurisdiction except in compliance with the securities laws thereof. Therefore, Peruvian investors, as defined by
Peruvian legislation, must rely on their own examination of the terms of the offering of the notes to determine their ability to invest in them.
The notes were delivered in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of its direct and
indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme
("Clearstream"), on July 9, 2014.
Joint Bookrunners
Citigroup
Credit Suisse
August 4, 2014

TABLE OF CONTENTS
Page
Presentation of Financial and Other Information ........................................................................................................... v
Forward-Looking Statements ...................................................................................................................................... vii
Enforcement of Civil Liabilities and Service of Process .............................................................................................. ix
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 15
Exchange Rates ........................................................................................................................................................... 28
Use of Proceeds ........................................................................................................................................................... 29
Capitalization ............................................................................................................................................................... 30
Selected Financial Information .................................................................................................................................... 31
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 33
The Industry ................................................................................................................................................................. 60
Business ....................................................................................................................................................................... 63
Description of the Issuer .............................................................................................................................................. 83
Management ................................................................................................................................................................ 90
Related Party Transactions .......................................................................................................................................... 93
Description of the Notes .............................................................................................................................................. 95
Book-Entry, Delivery and Form ................................................................................................................................ 145
Taxation ..................................................................................................................................................................... 148
Plan of Distribution ................................................................................................................................................... 153
Transfer Restrictions .................................................................................................................................................. 158
Legal Matters ............................................................................................................................................................. 160
Independent Auditors ................................................................................................................................................ 160
Listing and General Information ............................................................................................................................... 161
Index to Financial Statements .................................................................................................................................... F-1

You should assume that the information appearing in this offering memorandum is accurate as of the date on the
front cover of this offering memorandum only. Our business, properties, financial condition and results of
operations may have changed since that date. Neither the delivery of this offering memorandum nor any sale of
notes made hereunder shall under any circumstances imply that the information herein is correct as of any date
subsequent to the date on the cover of this offering memorandum.
We have prepared this offering memorandum for use solely in connection with the proposed purpose for which
it has been published.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future.
This offering memorandum is intended solely for the purpose of soliciting indications of interest in the notes
from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions relating to the terms of the notes contained in the indenture being entered into in connection with the
issuance of the notes as described herein and other transaction documents described herein. This offering
memorandum summarizes certain documents and the other information, and we refer you to those sources for a
more complete understanding of what we discuss in this offering memorandum. The market information in this
offering memorandum has been obtained by us from publicly available sources deemed by us to be reliable. We
accept responsibility only for correctly extracting and reproducing such information.
Neither we nor the initial purchasers are making an offer to sell, or a solicitation of an offer to buy, the notes or
the guarantees in any jurisdiction except where such an offer or sale is permitted. You must comply with all
applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the notes or possess
or distribute this offering memorandum and you must obtain any consent, approval or permission required by you
for the purchase, offer or sale of the notes under the laws and regulations applicable to you in force in any

i

jurisdiction to which you are subject or in which you make such purchases, offers or sales. See "Transfer
Restrictions" for information concerning some of the transfer restrictions applicable to the notes. Neither we nor the
initial purchasers are responsible for your compliance with those legal requirements.
By accepting this offering memorandum you acknowledge that:
you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in
this offering memorandum;
you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents in connection with your investigation of the accuracy of such information or your
investment decision; and
no person has been authorized to give any information or to make any representation concerning us or the
notes other than those as set forth in this offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of securities
which do not involve a public offering. By purchasing the notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in this offering
memorandum. The notes are subject to restrictions on transfer and resale and may not be transferred or resold
except as permitted under the Securities Act, applicable state securities laws and applicable Peruvian law. As a
prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time. See "Plan of Distribution" and "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of the Issuer and
the terms of the offering, including the merits and risks involved. None of us, the initial purchasers or any of our
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. We are not providing you with any legal, business, tax or other advice in this
offering memorandum, and prospective investors should not construe anything in this offering memorandum as
legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its
investment decision and to determine whether it is legally permitted to purchase the notes under applicable legal
investment or similar laws or regulations.
None of the U.S. Securities and Exchange Commission (the "SEC"), any United States state securities
commission or any United States, Peruvian or other regulatory authority has approved or disapproved of these
securities or determined if this offering memorandum is truthful or complete. Furthermore, these authorities have
not confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to the
contrary is a criminal offense.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit them for
trading on the Euro MTF Market. This offering memorandum constitutes a prospectus for the purposes of
Luxembourg law on prospectuses for securities, dated July 10, 2005, as amended.
We confirm that, after having made all reasonable inquiries, this offering memorandum contains all information
with regard to us and the notes that is material to the offering and sale of the notes, that the information contained in
this offering memorandum is true and accurate in all material respects and is not misleading and that there are no
omissions of any facts from this offering memorandum which, by their absence herefrom, make this offering
memorandum misleading. We accept responsibility for the information contained in this offering memorandum
regarding us and the notes. The opinions and intentions expressed in this offering memorandum regarding us and
the notes are honestly held and based on reasonable assumptions.

ii

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY
OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE NEW
HAMPSHIRE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY,
OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CUSTOMERS,
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO RESIDENTS OF PERU
THE NOTES WILL NOT BE SUBJECT TO A PUBLIC OFFERING IN PERU. THEREFORE, THIS
OFFERING MEMORANDUM HAS NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE
PERUVIAN SUPERINTENDENCY OF SECURITIES (SUPERINTENDENCIA DEL MERCADO DE
VALORES) OR THE LIMA STOCK EXCHANGE. THIS OFFERING MEMORANDUM AND OTHER
OFFERING MATERIALS RELATING TO THE OFFER OF THE NOTES AND THE GUARANTEES
ARE BEING SUPPLIED TO THOSE PERUVIAN INVESTORS WHO HAVE EXPRESSLY REQUESTED
IT. SUCH MATERIALS ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO
ANY PERSON OR ENTITY OTHER THAN THE INTENDED RECIPIENTS.
THE NOTES ARE REGISTERED WITH THE FOREIGN INVESTMENT AND DERIVATIVES
INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE OPERACIONES
DE COBERTURA DE RIESGO EXTRANJEROS) OF THE PERUVIAN SUPERINTENDENCY OF
BANKS, INSURANCE AND PRIVATE PENSION FUND ADMINISTRATORS (SUPERINTENDENCIA
DE BANCA, SEGUROS Y ADMINISTRADORAS PRIVADAS DE FONDOS DE PENSIONES OR "SBS"),
IN ORDER TO MAKE THE NOTES ELIGIBLE FOR PERUVIAN PRIVATE PENSION FUND
INVESTMENT COMPANIES (AFP), AS REQUIRED BY PERUVIAN LEGISLATION.
INVESTORS, AS DEFINED BY PERUVIAN LEGISLATION, MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING OF THE NOTES AND THE
GUARANTEES IN ORDER TO DETERMINE THEIR LEGAL ABILITY TO INVEST IN THE NOTES.

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for
offers of securities. Accordingly any person making or intending to make an offer in that Relevant Member State of
notes which are the subject of the offering contemplated in this offering memorandum may only do so in
circumstances in which no obligation arises for any of the Issuer, the Guarantors or the initial purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive, in relation to such offer. None of the Issuer, the
Guarantors or the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in
circumstances in which an obligation arises for the Issuer, the Guarantors or the initial purchasers to publish or
supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.

iii

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum may be distributed only to, and is directed only to, and any offer subsequently made
may only be directed to, persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or (ii) who are high net worth
companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or
relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment
or investment activity to which this document relates is only available to, and will be engaged in with, relevant
persons.

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with resales of the notes, we have agreed to furnish, upon
request of a holder or beneficial owner of such notes or a prospective purchaser or subscriber of such notes
designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective
purchaser or subscriber, the information required to be delivered under Rule 144A(d)(4) if at the time of such
request we are neither a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act
of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
Holders of the notes may obtain a copy of the indenture that governs the notes and guarantees by requesting it in
writing or by telephone at the address and phone number below:
Jose Antonio Maciá
Calle Morelli 139, San Borja, Lima, Peru
+51 (1) 618-8000
In addition, for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and for
trading on the Euro MTF Market, you may also obtain a copy of the indenture at the office of the paying agent in
Luxembourg set forth on the inside back cover of this offering memorandum.

iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to:
"Issuer" or "InRetail Shopping Malls" refers to Patrimonio en Fideicomiso
D.S. No. 093-2002-EF--
InRetail Shopping Malls, a Peruvian trust (fideicomiso de titulización);
"Parent Guarantor" or "InRetail RE" refers to InRetail Real Estate Corp., a Panamanian corporation;
"we," "us," "our," "the Company" and similar terms refer to InRetail RE and its consolidated subsidiaries;
"Interproperties Holding" refers to Patrimonio en Fideicomiso
D.S. No. 093-2002-EF--Interproperties
Holding, a Peruvian trust (fideicomiso de titulización);
"Interproperties Holding II" refers to Patrimonio en Fideicomiso
D.S. No. 093-2002-EF--Interproperties
Holding II, a Peruvian trust (fideicomiso de titulización);
"Real Plaza" refers to Real Plaza S.R.L., a Peruvian limited liability company (sociedad comercial de
responsabilidad limitada);
"InRetail Properties" refers to InRetail Properties Management S.R.L., a Peruvian limited liability company
(sociedad comercial de responsabilidad limitada), formerly Interproperties Peru S.A.;
"Interproperties Peru" refers to Patrimonio en Fideicomiso
D.S. No. 093-2002-EF--Interproperties Perú,
a Peruvian trust (fideicomiso de titulización), one of our subsidiaries, only to the extent that our certificates
of participation in Interproperties Holding and Interproperties Holding II, indirectly, grant us the rights to
cash flows from shopping malls or real estate owned or leased by Interproperties Perú;
"Interproperties Puerta del Sol" or "PF IPDS" refers to Patrimonio en Fideicomiso
D.S.
No. 093-2002-EF--Interproperties Puerta del Sol, a Peruvian trust (fideicomiso de titulización), one of our
subsidiaries, only to the extent that our certificates of participation in Interproperties Holding II, indirectly,
grant us the rights to cash flows from dividends distributed by Inmobiliaria Puerta del Sol;
"Inmobiliaria Puerta del Sol" or "IPDS" refers to Inmobilaria Puerta del Sol S.A., a Peruvian corporation,
only to the extent that the shares owned by Interproperties Puerta del Sol, indirectly, grant us the rights to
cash flows from dividends distributed by Inmobiliaria Puerta del Sol in relation to the shopping malls on
real estate owned or leased by it; and
the "guarantors" refer to the Parent Guarantor, and certain subsidiaries of the Issuer, initially Interproperties
Holding, Interproperties Holding II, Real Plaza and InRetail Properties.
Throughout this offering memorandum, we refer to our shopping malls by their location, with and without use
of the Real Plaza brand.
For further information on the Issuer and its subsidiaries, see "Description of the Issuer" in this offering
Memorandum.
Financial Information
Our consolidated financial statements (including the audited annual financial statements and the unaudited
interim financial statements) and related notes included in this offering memorandum have been prepared in nuevos
soles and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB").
Our indirect parent company, InRetail Perú Corp. ("InRetail Peru"), its immediate parent company Intercorp
Retail Inc. ("Intercorp Retail"), its ultimate parent Intercorp Perú Ltd. ("Intercorp Peru") and their respective

v

subsidiaries and affiliates formed InRetail RE in a reorganization completed on August 13, 2012 (the
"Reorganization"). After the Reorganization, InRetail RE became the holding company for InRetail Peru's
shopping malls business, consisting of Interproperties Holding, Interproperties Holding II, Real Plaza, InRetail
Properties, Interproperties Peru, IPDS and PF IPDS (for Interproperties Peru and PF IPDS, with respect to those
certificates of participation that we own). As Intercorp Peru maintained effective control over InRetail Peru and
InRetail Peru's subsidiaries throughout the Reorganization, these transactions qualified as being made among
entities under common control under IFRS and qualified for the pooling-of-interest method of accounting.
Therefore, the accompanying consolidated financial statements have been prepared under the assumption that the
Reorganization took place as of the beginning of the earliest year presented and that both lnRetail Peru and its
subsidiary InRetail RE were operating in each of the years presented.
In this offering memorandum, we present Adjusted EBITDA and Adjusted EBITDA margin, each of which are
non-IFRS financial measures. A non-IFRS financial measure does not have a standardized meaning prescribed by
IFRS. We present these measures because we believe they provide investors with supplemental measures of the
financial performance of our operations that facilitate period-to-period comparisons on a consistent basis. Our
management also uses these measures from time to time, among other measures, for internal planning and
performance measurement purposes. Adjusted EBITDA and Adjusted EBITDA margin should not be construed as
alternatives to profit or operating profit as indicators of operating performance or as alternatives to cash flow
provided by operating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA and
Adjusted EBITDA margin, as calculated by us, may not be comparable to similarly titled measures reported by other
companies. For the definitions of Adjusted EBITDA and Adjusted EBITDA margin and reconciliations of operating
profit and net profit to Adjusted EBITDA, see "Summary Financial Information."
The term "nuevo sol" and the symbol "S/." refer to the legal currency of Peru and the term "U.S. dollar" and the
symbol "US$" refer to the legal currency of the United States.
We have translated some of the nuevos soles amounts contained in this offering memorandum into U.S. dollars
for convenience purposes only. Unless the context otherwise requires, the rate used to translate nuevos soles
amounts to U.S. dollars was S/.2.808 to US$1.00, which was the exchange rate reported on March 31, 2014 by the
SBS. The Federal Reserve Bank of New York does not report a noon buying rate for nuevos soles. The U.S. dollar
equivalent information presented in this offering memorandum is provided solely for the convenience of investors
and should not be construed as implying that the nuevos soles amounts represent, or could have been or could be
converted into, U.S. dollars at such rates or at any other rate. See "Exchange Rates" for information regarding
historical exchange rates of nuevos soles to U.S. dollars.
Certain figures included in this offering memorandum have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.
Industry and Market Data
Except where otherwise indicated, market share information and other statistical information and quantitative
statements in this offering memorandum regarding our market position relative to our competitors are not based on
published statistical data or information obtained from independent third parties. Rather, such information and
statements reflect management estimates based upon our internal records and surveys, statistics published by
providers of industry data, information published by our competitors, and information published by trade and
business organizations and associations and other sources within the industry in which we operate. We have not
independently verified any data produced by third parties or industry or general publications. In addition, while we
believe our internal data and surveys to be reliable, such data and surveys have not been verified by any independent
sources.

vi

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. All statements other than statements of
historical fact included in this offering memorandum regarding our business, financial condition, results of
operations and certain of our plans, objectives, assumptions, expectations or beliefs with respect to these items and
statements regarding other future events or prospects are forward-looking statements. These statements include,
without limitation, those concerning: our strategy and our ability to achieve it; profitability and growth; our possible
or assumed future results of operations; capital expenditures and investment plans; adequacy of capital; and
financing plans. In addition, this offering memorandum includes forward-looking statements relating to our
potential exposure to various types of market risks, such as macroeconomic risk, Peru-specific risks, foreign
exchange rate risk, interest rate risks and other risks related to financial performance. The words "aim," "may,"
"will," "expect," "is expected to," "anticipate," "believe," "future," "continue," "help," "estimate," "plan,"
"schedule," "intend," "should," "would be," "seeks," "estimates," "shall," or the negative or other variations thereof,
as well as other similar expressions regarding matters that are not historical fact, are or may indicate
forward-looking statements.
We have based these forward-looking statements on our management's current views with respect to future
events and financial performance. These views reflect the best judgment of our management but involve a number
of risks and uncertainties which could cause actual results to differ materially from those predicted in our
forward-looking statements and from past results, performance or achievements. Although we believe that the
estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By
their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-looking statements. These
factors include, among other things:
global economic, political, and social conditions;
economic, political and social conditions in Peru and, in particular, where our shopping malls are located;
consumer preferences and spending patterns;
competition from other shopping malls and internet sales;
the success of our growth and expansion strategies;
real estate, development and construction risks;
the loss of key tenants;
the loss of key members of management;
existing and new legal and regulatory requirements;
exchange rate fluctuations and inflation; and
other risk and uncertainties described in "Risk Factors."
We urge you to read the sections of this offering memorandum entitled "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Business" for a more complete
discussion of the factors that could affect our future performance and the industries in which we operate.
Additionally, new risks and uncertainties can emerge from time to time, and it is not possible for us to predict all
future risks and uncertainties, nor can we assess their potential impact. Accordingly, you should not place undue
reliance on forward-looking statements as a prediction of actual results.

vii

All forward-looking statements included in this offering memorandum are based on information available to us
on the date of this offering memorandum. We undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, except as may be
required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this
offering memorandum.

viii

ENFORCEMENT OF CIVIL LIABILITIES AND SERVICE OF PROCESS
InRetail RE is organized under the laws of Panama and the Issuer and the Subsidiary Guarantors are organized
under the laws of Peru. Substantially all of our directors, officers, controlling persons, and certain of the experts
named herein, reside outside the United States, and all or a substantial portion of our and their assets are located
outside the United States. As a result, it may be difficult or impossible for investors to effect service of process
within the United States upon such persons or to enforce against them or our company judgments of courts of the
United States, whether or not predicated upon the civil liability provisions of the federal securities laws of the
United States or other laws of the United States or any state thereof.
Peru
We have been advised by our Peruvian counsel, Saco-Vertiz Abogados, that there is uncertainty as to the
enforceability, in original actions in Peruvian courts, of liabilities predicated upon the U.S. federal securities law. In
addition, we have been advised by our Peruvian counsel that any final and conclusive judgment for a fixed and final
sum obtained against us in any foreign court having jurisdiction in respect of any suit, action or proceeding against
us for the enforcement of any of our obligations assumed under this offering and sale of the notes will, upon request,
be deemed valid and enforceable in Peru through an exequatur judiciary proceeding (which does not involve the
reopening of the case), provided that: (i) there is a treaty in effect between the country where such foreign court sits
and Peru regarding the recognition and enforcement of foreign judgments or (ii) in the absence of such a treaty, the
original judgment is recognized to and ratified by the Peruvian Courts (Cortes de la Republica del Perú) under such
exequatur proceeding, subject the provisions of the Peruvian Civil Code and the Peruvian Civil Procedure Code.
Such ratification will occur provided that the following conditions and requirements are met:
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (and the matters
contemplated in respect of this offering memorandum or the notes or guarantees are not matters under the
exclusive jurisdiction of Peruvian courts);
such foreign court had jurisdiction under its own private international conflicts of law rules and under
general principles of international procedural jurisdiction;
we received service of process in accordance with the laws of the place where the proceeding took place,
were granted a reasonable opportunity to appear before such foreign court and were guaranteed due process
rights;
the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
no pending litigation in Peru between the same parties for the same dispute was initiated before the
commencement of the proceeding that concluded with the foreign judgment;
the judgment is not incompatible with another judgment that fulfills the requirements of recognition and
enforceability established by Peruvian law, unless such foreign judgment was rendered first;
the judgment is not contrary to Peruvian public policy (orden público) or good morals;
it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a review of
the merits thereof;
a copy of such judgment has been (a) in case of jurisdictions that are party to the 1961 Hague Convention
Abolishing the Requirements of Legislation of Foreign Public Documents ("The Hague Apostille
Convention"), duly apostilled by the competent authority of the jurisdiction of the issuing court, or (b) in
case of jurisdictions that are not party to The Hague Apostille Convention, certified by Peruvian consular
authorities and, in each case, is accompanied by a certified and officially translated copy of such judgment
into Spanish; and
the applicable court taxes or fees have been paid.

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