Obligation AliCorp SA 3.875% ( USP0161KDN02 ) en USD

AliCorp SA

100 % ▲

Perou

USP0161KDN02 ( en USD )

3.875% par an ( paiement semestriel )

19/03/2023 - Obligation échue

Prospectus brochure de l'obligation Alicorp S.A USP0161KDN02 en USD 3.875%, échue

150 000 USD

450 000 000 USD

P0161KDN0

N/A

Alicorp S.A. est une société péruvienne multinationale opérant dans les secteurs de la consommation de masse, notamment les biens de consommation courante, les produits agro-industriels et les produits chimiques.

L'obligation Alicorp S.A. (ISIN : USP0161KDN02, CUSIP : P0161KDN0), émise au Pérou pour un montant total de 450 000 000 USD avec un taux d'intérêt de 3,875%, échéant le 19 mars 2023 et dont la taille minimale d'achat était de 150 000 USD, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

LISTING PARTICULARS

US$450,000,000

Alicorp, S.A.A.
3.875% Senior Notes due 2023
___________________
We are offering US$450,000,000 aggregate principal amount of our 3.875% senior notes due 2023 (the "notes"). The notes will
mature on March 20, 2023. Interest on the notes will accrue at a rate of 3.875% per annum and will be payable semi-annually in arrears
on March 20 and September 20 of each year, beginning on September 20, 2013. Interest on the notes will accrue from the date of original
issuance, or if interest has already been paid, from the date it was most recently paid.
We may redeem the notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price based
on a "make-whole" premium plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 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 accrued and unpaid interest, if any, to, but excluding, the redemption date.
The notes will be our senior unsecured obligations and (i) will rank equally in right of payment with all of our existing and future
senior unsecured indebtedness subject to certain labor, tax and tax-like obligations for which preferential treatment is given under
Peruvian law, (ii) will rank senior in right of payment to all of our existing and future subordinated indebtedness, if any, (iii) will be
effectively subordinated to all of our 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 indebtedness and other liabilities of each of our
subsidiaries. For a more detailed description of the notes, see "Description of the Notes" beginning on page 82.
There is currently no public market for the notes. We have applied to have the notes listed on the Official List of the Luxembourg
Stock Exchange and admitted for trading on the Euro MTF Market.
Investing in the notes involves risks that are described in the ``Risk Factors'' section
beginning on page 14 of these listing particulars.
___________________
Price per note: 99.836% plus accrued interest, if any, from March 20, 2013.
___________________
The notes 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, other than Peru. The notes may not be offered or sold within the
United States or to any U.S. persons, except (a) to qualified institutional buyers (Qualified Institutional Buyers, or "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). These listing particulars have 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."
We have registered the notes and these listing particulars with the Peruvian Superintendency of the Securities Market
(Superintendencia del Mercado de Valores, or "SMV"). In Peru, this offering will be considered a public offering directed exclusively
to "institutional investors" (as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10,
as amended). In addition, we have provisionally registered the notes 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.
The notes will be ready for delivery 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 or about March 20, 2013.
___________________
Joint Bookrunners

BofA Merrill Lynch
J.P. Morgan
Joint Lead Managers
BofA Merrill Lynch
J.P. Morgan
BCP Capital

Peruvian Placement Agent
Credibolsa

The date of these listing particulars is March 25, 2013.

TABLE OF CONTENTS
Page
Available Information .................................................................................................................................................... v
Service of Process and Enforcement of Civil Liabilities ............................................................................................... v
Forward-Looking Statements ..................................................................................................................................... vii
Presentation of Financial and Other Information ..........................................................................................................ix
Summary........................................................................................................................................................................ 1
The Offering .................................................................................................................................................................. 9
Summary Financial and Other Information ................................................................................................................. 12
Risk Factors ................................................................................................................................................................. 15
Exchange Rates ........................................................................................................................................................... 26
Use of Proceeds ........................................................................................................................................................... 27
Capitalization ............................................................................................................................................................... 28
Selected Financial and Other Information ................................................................................................................... 29
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 32
Industry ........................................................................................................................................................................ 54
Business ....................................................................................................................................................................... 59
Management ................................................................................................................................................................ 77
Principal Shareholders ................................................................................................................................................. 81
Related Party Transactions .......................................................................................................................................... 82
Description of the Notes .............................................................................................................................................. 83
Book-Entry, Delivery and Form ................................................................................................................................ 105
Taxation ..................................................................................................................................................................... 108
Plan of Distribution ................................................................................................................................................... 113
Transfer Restrictions .................................................................................................................................................. 118
Legal Matters ............................................................................................................................................................. 121
Independent Auditors ................................................................................................................................................ 121
Listing and General Information ............................................................................................................................... 122
Index to Audited Consolidated Financial Statements ................................................................................................ F-1

Unless otherwise indicated or the context otherwise requires, all references in these listing particulars to:
"Alicorp," "Company," "issuer," "we," "us," "our," "our company," "ourselves," "the group," "the
organization" and similar terms refer to Alicorp S.A.A and its consolidated subsidiaries;
"Peru" refers to the Republic of Peru;
the "Peruvian government" refers to the government of Peru; and
the "United States" or the "U.S." refers to the United States of America.
You should assume that the information appearing in these listing particulars is accurate as of the date on the
front cover of these listing particulars only. Our business, properties, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of these listing particulars 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 these listing particulars. These listing particulars constitute a prospectus for the purposes
of Luxembourg law dated July 10th, 2005 on Prospectus for Securities, as amended.

We have prepared these listing particulars for use solely in connection with the proposed offering of the notes
described in these listing particulars. These listing particulars are personal to each offeree and does not constitute an
offer to any other person other than the offeree to whom it has been delivered or the public generally to subscribe for
or otherwise acquire notes (other than pursuant to CONASEV Resolution No. 079-2008-EF/94.01.1 as amended,
and Resolution SMV No. 004-2011-EF/94.01.1, as amended). Distribution of these listing particulars to any person
i

other than a prospective investor and any person retained to advise such prospective investor with respect to its
purchase is unauthorized, and any disclosure of any of its contents, without our prior written consent, is prohibited.
Each prospective investor, by accepting delivery of these listing particulars, agrees to the foregoing and to make no
photocopies of these listing particulars or any documents referred to in these listing particulars.

The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in these listing particulars. Nothing contained in these listing particulars
is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.

These listing particulars are 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. These listing particulars summarize
certain documents and other information, and we refer you to those sources for a more complete understanding of
what we discuss in these listing particulars. The market information in these listing particulars has been obtained by
us from publicly available sources deemed by us to be reliable. We accept responsibility for correctly extracting and
reproducing such information. Notwithstanding any investigation that the initial purchasers may have conducted
with respect to the information contained in these listing particulars, the initial purchasers accept no liability in
relation to the information contained in these listing particulars or their distribution or with regard to any other
information supplied by us or on our behalf.

Neither we nor the initial purchasers are making an offer to sell, or a solicitation of an offer to buy, the notes 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 these
listing particulars 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 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 these listing particulars 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 these listing particulars;
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 these listing particulars. 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 these listing
particulars. 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 our company
and the terms of the offering, including the merits and risks involved. None of us or any of our representatives is
making any representation to you regarding the legality of an investment by you under applicable legal investment
ii

or similar laws. We are not providing you with any legal, business, tax or other advice in these listing particulars,
and prospective investors should not construe anything in these listing particulars 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 United States 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 these listing particulars are truthful or complete. Furthermore, these authorities have not
confirmed the accuracy or determined the adequacy of these listing particulars. Any representation to the contrary is
a criminal offense.

Application has been made to have the notes listed on the Official List of the Luxembourg Stock Exchange and
admitted for trading on the Euro MTF Market. These listing particulars can only be used for the purposes for which
they were published. These listing particulars constitute a prospectus for the purposes of the Luxembourg Law on
prospectuses for securities, dated July 10, 2005.

We confirm that, after having made all reasonable inquiries, these listing particulars contain all information
with regard to us and the notes which is material to the offering and sale of the notes, that the information contained
in these listing particulars is true and accurate in all material respects and is not misleading and that there are no
omissions of any facts from these listing particulars which, by their absence herefrom, make these listing particulars
misleading. We accept responsibility for the information contained in these listing particulars regarding us and the
notes. The opinions and intentions expressed in these listing particulars regarding us and the notes are honestly held
and based on reasonable assumptions.
______________

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 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 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
CUSTOMER, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
______________

NOTICE TO RESIDENTS OF PERU

IN PERU, THIS OFFERING WILL BE CONSIDERED A PUBLIC OFFERING DIRECTED
EXCLUSIVELY TO "INSTITUTIONAL INVESTORS" (AS SUCH TERM IS DEFINED UNDER THE
SEVENTH FINAL DISPOSITION OF CONASEV RESOLUTION NO. 141-98-EF/94.10, AS AMENDED).

THE NOTES AND THESE LISTING PARTICULARS HAVE BEEN REGISTERED WITH THE SMV
IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN NUMERAL IV OF THE SECOND
SECTION OF THE MANUAL FOR COMPLIANCE WITH THE APPLICABLE REQUIREMENTS FOR
INITIAL PUBLIC OFFERINGS, AS SET FORTH UNDER SMV RESOLUTION NO. 004-2011- EF/94.01.1,
PURSUANT TO CONASEV RESOLUTION NO. 079-2008-EF/94.01.1, APPLICABLE TO U.S.
OFFERINGS IN RELIANCE OF RULE 144A UNDER THE SECURITIES ACT WITH A LOCAL
PERUVIAN COMPONENT.

iii

THE NOTES OFFERED HEREBY ARE SUBJECT TO TRANSFER AND RESALE RESTRICTIONS
AND MAY NOT BE TRANSFERRED OR RESOLD IN PERU EXCEPT AS PERMITTED UNDER
CONASEV RESOLUTION NO. 079-2008-EF/94.01.1, AS AMENDED.

THE NOTES HAVE BEEN PROVISIONALLY REGISTERED WITH THE FOREIGN INVESTMENT
AND DERIVATIVES INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN
Y DE OPERACIONES DE COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS, IN ORDER TO
MAKE THE NOTES ELIGIBLE FOR PERUVIAN PENSION FUND INVESTMENT, AS REQUIRED BY
PERUVIAN LEGISLATION. THIS REGISTRATION WAS PROVISIONALLY APPROVED, AND
DEFINITIVE REGISTRATION IS CONDITIONED ON THE DELIVERY OF THE FINAL OFFERING
MEMORANDUM AND OTHER ANCILLARY DOCUMENTS TO THE SBS.
______________

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

These listing particulars have 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 notes. 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 these listing particulars may only do so in circumstances
in which no obligation arises for any of the issuer or the initial purchasers to publish a prospectus pursuant to Article
3 of the Prospectus Directive, in relation to such offer. Neither the issuer nor 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
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.

______________

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
These listing particulars may be distributed only to, and are directed only at, and any offer subsequently made
may only be directed at, 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.

IN CONNECTION WITH THE OFFERING OF THE NOTES, THE PERSON (IF ANY) NAMED AS THE
STABILIZING MANAGER(S) (THE "STABILIZING MANAGER(S)") (OR PERSONS ACTING ON THEIR
BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER(S) (OR
PERSONS ACTING ON THEIR BEHALF) WILL UNDERTAKE STABILIZATION ACTION. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO
AN END AFTER A LIMITED PERIOD. ANY STABILIZATION ACTION OR OVERALLOTMENT SHALL
BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
______________

iv

AVAILABLE INFORMATION
We are a sociedad anónima abierta (corporation) organized under the laws of the Republic of Peru registered
with the Registro de Personas Jurídicas del Callao (Registry of Legal Entities of Callao) under the registration
number 70267718. 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 and 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.

We are required to file certain information in Spanish with the SMV, such as quarterly and annual reports and
notices of material events (Hechos de Importancia). All such reports and notices are available at www.smv.gob.pe.
The information included (or accessed through any website included or referred to in these listing particulars) and
the documents filed with the SMV are not and will not form part of these listing particulars and are not incorporated
by reference herein.
______________

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We are a company organized under the laws of Peru and substantially all of our assets are located outside the
United States. In addition, all of our directors and officers and certain other persons named in these listing
particulars reside outside the United States and all or a significant portion of 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.

We have been advised by our Peruvian counsel, Miranda & Amado Abogados, 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 under the notes, which are governed by
New York law, 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: (1) there is a treaty in effect between
the country where said foreign court sits and Peru regarding the recognition and enforcement of foreign judgments;
or (2) in the absence of such a treaty, 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 these listing particulars or the notes 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;
v

the judgment is not contrary to Peruvian public policy or good morals; and
it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a
review of the merits thereof.
We have no reason to believe that any of our obligations relating to the notes would be contrary to Peruvian
public policy, good morals and international treaties binding upon Peru or generally accepted principles of
international law.
The United States does not currently have a treaty providing for reciprocal recognition and enforcement of
judgments in civil and commercial matters with Peru. Therefore, unless the above-mentioned requirements are
satisfied, a final judgment for payment of money rendered by a federal or state court in the United States based on
civil liability, whether or not predicated solely upon U.S. federal securities laws, may not be enforceable, either in
whole or in part, in Peru. However, if the party in whose favor such unenforced final judgment was rendered brings
a new suit in a competent court in Peru, such party may submit to the Peruvian court the final judgment rendered in
the United States. Under such circumstances, a judgment by a federal or state court of the United States against our
company may be regarded by a Peruvian court only as evidence of the outcome of the dispute to which such
judgment relates, and a Peruvian court may choose to re-hear the dispute. In addition, awards of punitive damages
in actions brought in the United States or elsewhere are unenforceable in Peru. In the past, Peruvian courts have
enforced judgments rendered in the United States based on legal principles of reciprocity and comity.
We will appoint Corporation Service Company, New York, New York, as agent to receive service of process
under the indenture governing the notes, including with respect to any action brought against us in the Supreme
Court of the State of New York in the County of New York or the United States District Court for the Southern
District of New York under the federal securities laws of the United States.
vi

FORWARD-LOOKING STATEMENTS
These listing particulars contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements appear throughout these listing particulars,
principally in "Summary," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business." Such estimates and forward-looking statements are primarily based on current
expectations and projections about future events and financial trends that affect, or may affect, our business,
financial condition, results of operations and prospects.

There are many significant risks, uncertainties and assumptions that might cause our business, financial
condition, results of operations and prospects to differ materially from those set out in our estimates and
forward-looking statements. These forward-looking statements can generally be identified by the use of
forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks,"
"projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include all matters that are not historical facts.
Although we believe that these forward-looking statements are based upon reasonable assumptions, these statements
are subject to several risks and uncertainties and are made in light of information currently available to us.

Our forward-looking statements may be influenced by factors, including the following:
economic, political and business conditions in Peru and the other countries in which we operate;
prevailing financial markets;
climatic conditions, climate changes and natural disasters;
the cost and availability of financing and our ability to obtain financing on satisfactory terms;
our investment, acquisition, joint venture, strategic alliances or divestiture plans;
interest rate fluctuations, inflation and exchange rates between Peruvian and foreign currencies;
existing and future governmental regulations;
market price variation, customer preferences and competition;
our ability to successfully implement our strategy and capital expenditure plans;
our ability to retain certain personnel and ability to hire additional key personnel;
changes in tax policies and legislation;
increased competition in the consumer products industry;
changing consumer preferences;
supply chain disruptions;
health and product liability risks related to the consumer products industry;
unexpected safety or manufacturing issues;
weather conditions affecting farming activity in Peru, Latin America and the United States;
continued volatility of, and sharp increase in, commodity and other input costs in the food processing
industry;
other factors or trends that may affect our financial condition or results of operations; and
vii

the factors discussed under the section entitled "Risk Factors" in these listing particulars.
Our forward-looking statements are not guarantees of future performance, and our actual results or other
developments may differ materially from the expectations expressed in the forward-looking statements. As for
forward-looking statements that relate to future financial results and other projections, actual results will be different
due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, potential
investors should not rely on these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and neither we nor the initial purchasers
undertake any obligation to update them in light of new information or future developments or to release publicly
any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of
unanticipated events. Comparisons of results for current and prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
viii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Currencies and Exchange Rates

Unless otherwise specified herein or the context otherwise requires, references in these listing particulars to
"US$," "dollars" and "U.S. dollars" are to United States dollars, the official currency of the United States, and
references to "S/." and "nuevos soles" are to Peruvian nuevos soles, the official currency of Peru. Solely for the
convenience of the reader, we have translated certain amounts included in "Summary--Summary Financial and
Other Information," "Capitalization," "Selected Financial and Other Information" and elsewhere in these listing
particulars from nuevos soles into U.S. dollars for figures as of December 31, 2012 using the rate as specified by the
SBS as of December 28, 2012 (the last business day of 2012 in Peru) of S/.2.551 to US$1.00. These translations
should not be considered representations that any such nuevo sol amounts have been, could have been or could be
converted into U.S. dollars at that or at any other exchange rate. Such translations should not be construed as
representations that the nuevo sol amounts represent or have been or could be converted into U.S. dollars as of that
or any other date. For a complete description of the exchange rates between the nuevo sol and the U.S. dollar, see
"Exchange Rates." The Federal Reserve Bank of New York does not report a noon buying rate for nuevos soles.

Financial Statements

Our consolidated financial statements and related notes included in these listing particulars have been prepared
in nuevos soles and in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board ("IASB"). For all periods up to and including the year ended
December 31, 2010, we prepared our consolidated financial statements in accordance with accounting principles
generally accepted in Peru. We have prepared consolidated financial statements which comply with IFRS beginning
with our financial statements as of and for the year ended December 31, 2011. Our opening statement of financial
position was prepared as of January 1, 2011, our date of transition to IFRS. Moreover, for comparative purposes,
we have retroactively restated our consolidated financial statements as of and for the year ended December 31, 2010
in order to demonstrate the effects of the adoption of IFRS as of this date and for the period then ended.

These listing particulars include our audited consolidated statements of financial position as of December 31,
2012, 2011 and 2010 and our results of operations for the years ended December 31, 2012, 2011 and 2010 (our
"audited consolidated financial statements"). Our financial information as of December 31, 2012, 2011 and 2010
and for the years ended December 31, 2012, 2011 and 2010 included in these listing particulars has been derived
from such audited consolidated financial statements.

Our audited consolidated financial statements included in these listing particulars have been audited by Beltran,
Gris & Asociados S. Civil de R.L., a member firm of Deloitte Touche Tohmatsu Limited, independent auditors, as
indicated in their reports appearing herein.

Rounding

Certain figures included in these listing particulars and in our audited consolidated financial statements have
been rounded for ease of presentation. Percentage figures included in these listing particulars have not in all cases
been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this
reason, percentage amounts in these listing particulars may vary from those obtained by performing the same
calculations using the figures in our audited consolidated financial statements. Certain other amounts that appear in
these listing particulars may not sum due to rounding.

Trademarks

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation
of our business. In addition, our names, logos and website names and addresses are our service marks or
trademarks. Other trademarks, service marks or trade names appearing in these listing particulars are the property of
their respective owners. Some of the trademarks we own or have the right to use include Opal, Alacena, Bolivar,
Nicolini, Don Vittorio, Nicovita and Cil, among others. We also own or have the rights to copyrights that protect
the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights
ix