Obligation AliCorp SA 6.875% ( USP0161KDW01 ) en PEN

AliCorp SA

100 % ▲

Perou

USP0161KDW01 ( en PEN )

6.875% par an ( paiement semestriel )

16/04/2027

Prospectus brochure de l'obligation Alicorp S.A USP0161KDW01 en PEN 6.875%, échéance 16/04/2027

500 000 PEN

1 640 000 000 PEN

P0161KDW0

N/A

17/04/2026 ( Dans 12 jours )

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 émise par AliCorp SA ( Perou ) , en PEN, avec le code ISIN USP0161KDW01, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/04/2027

LISTING MEMORANDUM

S/ 1,640,000,000

Alicorp S.A.A.
6.875% Senior Notes due 2027
___________________
We are offering S/ 1,640,000,000 aggregate principal amount of our 6.875% senior notes due 2027 (the "notes"). Principal on the
notes will be payable in three annual installments as follows (i) 33.33% of the principal amount of the notes on April 17, 2025, (ii)
33.33% of the principal amount of the notes on April 17, 2026 and (iii) 33.34% of the principal amount of the notes on April 17, 2027.
The notes will mature on April 17, 2027. Interest on the notes will accrue at a rate of 6.875% per annum and will be payable
semi-annually in arrears on April 17 and October 17 of each year, beginning on October 17, 2019. 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. Payment of principal, interest
and any Additional Amounts (as defined herein), including without limitation any payment upon redemption of the notes or payment to
purchase the notes resulting from a Change of Control Triggering Event (as defined herein), will be made in U.S. dollars, as calculated
by the calculation agent by converting the soles amount due into U.S. dollars at the Average Representative Market Rate (as defined
herein) on the applicable FX Determination Date (as defined herein). See "Description of the Notes--Principal, Maturity and Interest."
Investors will make the payment of the issue price of the notes in U.S. dollars based on an exchange rate for the conversion of soles into
U.S. dollars of S/ 3.2921 per US$1.00, which is the Representative Market Rate (as defined herein) in effect on April 9, 2019. The notes
will be sold in minimum denominations of S/ 500,000 and in integral multiples of S/ 1,000 in excess thereof. 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 and additional amounts, if any, to, but excluding, the redemption date. See "Description of the Notes--
Optional Redemption--Optional Make-Whole 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 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 94.
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 17 of this listing memorandum.
___________________
Price per note: 100.000% plus accrued interest, if any, from April 17, 2019.
___________________
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. 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"). The notes and the information contained in this listing memorandum have been registered with the Peruvian
Superintendency of Capital Markets (Superintendencia del Mercado de Valores, or the "SMV"). In Peru, this offering will be considered
a public offering directed exclusively to "institutional investors" (as such term is defined under SMV Resolution No. 021-2013-SMV-01,
as amended).
Any offer or sale of the notes in any member state of the European Economic Area must be addressed to qualified investors (as
defined in Directive 2003/71/EC (the "Prospectus Directive").
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 April 17, 2019.
___________________
Global Coordinators

BofA Merrill Lynch
Citigroup

Joint Bookrunners
BofA Merrill Lynch
Citigroup
Scotiabank

The date of this listing memorandum is April 18, 2019.

TABLE OF CONTENTS
Page
Available Information ...................................................................................................................................................iv
Service of Process and Enforcement of Civil Liabilities ............................................................................................... v
Forward-Looking Statements ..................................................................................................................................... vii
Presentation of Financial and Other Information ..........................................................................................................ix
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 17
Exchange Rates ........................................................................................................................................................... 34
Use of Proceeds ........................................................................................................................................................... 35
Capitalization ............................................................................................................................................................... 36
Selected Financial and Other Information ................................................................................................................... 37
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 40
Industry ........................................................................................................................................................................ 59
Business ....................................................................................................................................................................... 65
Management ................................................................................................................................................................ 87
Principal Shareholders ................................................................................................................................................. 92
Related Party Transactions .......................................................................................................................................... 93
Description of the Notes .............................................................................................................................................. 94
Book-Entry, Delivery and Form ................................................................................................................................ 114
Taxation ..................................................................................................................................................................... 117
Plan of Distribution ................................................................................................................................................... 122
Transfer Restrictions .................................................................................................................................................. 129
Legal Matters ............................................................................................................................................................. 132
Independent Auditors ................................................................................................................................................ 132
Listing and General Information ............................................................................................................................... 133
Index to Audited Consolidated Financial Statements ................................................................................................ F-1

Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum 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 this listing memorandum is accurate as of the date on the
front cover of this listing memorandum only. Our business, properties, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this listing 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 listing memorandum.

We have prepared this listing memorandum for use solely in connection with the proposed offering of the notes
described in this listing memorandum. This listing memorandum is 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. Distribution of this listing memorandum to any person 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 this listing memorandum, agrees to the foregoing and to make no photocopies of this listing
memorandum or any documents referred to in this listing memorandum.
i

The initial purchasers assume no responsibility for, and make no representation or warranty, expressed or
implied, as to the accuracy or completeness of the information contained in this listing memorandum or any other
information provided by the issuer, and accordingly disclaim, to the fullest extent permitted by applicable law, any
and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect
of this document or any such statement. Nothing contained in this listing memorandum is, or shall be relied upon as,
a promise or representation by the initial purchasers as to the past or future.

This listing 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 listing memorandum summarizes
certain documents and other information, and we refer you to those sources for a more complete understanding of
what we discuss in this listing memorandum. The market information in this listing memorandum 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 this listing memorandum, the initial purchasers accept no
liability in relation to the information contained in this listing memorandum or its 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 this
listing 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 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 listing 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 listing 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 listing 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 listing
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 (including, but
not limited to, SMV Resolution No. 021-2013-SMV-01, as amended). 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 this listing memorandum,
and prospective investors should not construe anything in this listing 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 United States Securities and Exchange Commission (the "SEC"), any United States state securities
commission or any United States or other regulatory authority has approved or disapproved of these securities or
determined if this listing memorandum is truthful or complete, except for the SMV in Peru, where this will be a
public offering directed exclusively to "institutional investors" (as such term is defined under SMV Resolution No.
021-2013-SMV-01, as amended). Furthermore, these authorities have not confirmed the accuracy or determined the
adequacy of this listing memorandum. 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. We cannot assure you that such application will be granted as of the
settlement date for the notes or at any time thereafter, and settlement of the notes is not conditioned on obtaining this
listing. Admission to the Euro MTF of, and listing and quotation of the notes on, the Euro MTF are not to be taken
as an indication of our merits or those of the notes. This listing memorandum can only be used for the purposes for
which it was published. This listing memorandum constitutes a prospectus for the purposes of the Luxembourg Act
dated July 10, 2005 on prospectuses for securities.

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

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 SMV
RESOLUTION NO. 021-2013-SMV-01, AS AMENDED).

THE NOTES OFFERED HEREBY ARE SUBJECT TO TRANSFER AND RESALE RESTRICTIONS
AND MAY NOT BE TRANSFERRED OR RESOLD IN PERU EXCEPT AS PERMITTED UNDER SMV
RESOLUTION NO. 021-2013-SMV-01, AS AMENDED.
______________

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

The notes are not intended to, and should not be, offered, sold or otherwise made available to, any retail
investor in the European Economic Area (the "EEA"). For the purposes of this provision the expression "retail
investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"), as implemented in any Member State of the EEA, (ii) a
customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance Mediation Directive"), as
implemented in any Member State of the EEA, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II, as implemented in any Member State of the EEA, or (iii) not a
qualified investor as defined in the Prospectus Directive, as implemented in any Member State of the EEA.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs
Regulation"), for offering or selling the notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation. This listing memorandum has been prepared on the basis
that any offer of notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus
iii

Directive from the requirement to publish a prospectus for offers of notes. This listing memorandum is not a
prospectus for purposes of the Prospectus Directive.

______________

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This document is for distribution only to persons who (i) 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 "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside
the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons").
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this document relates is available only to relevant
persons and will be engaged in only 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.
______________

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with resales of the notes, we have agreed, while any notes
remain outstanding, 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 and the BVL, 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 and www.bvl.com.pe. The information included (or accessed through any website included or
referred to in this listing memorandum) and the documents filed with the SMV and the BVL are not and will not
form part of this listing memorandum and are not incorporated by reference herein.
______________
iv

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 this listing
memorandum 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 original judgment is recognized by the Peruvian Courts (Cortes de la
República del Perú) under such exequatur proceeding, subject to the provisions of the Peruvian Civil Code and the
Peruvian Civil Procedure Code, provided, further, that the following conditions and requirements are met:
the foreign judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts
(and the matters contemplated in respect of this listing memorandum 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 foreign 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 foreign 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 foreign judgment is not contrary to Peruvian public policy (orden público) or good morals
(buenas costumbres); and
it is not proven that such foreign court denies enforcement of Peruvian judgments or has engaged
in a review of the merits thereof;
such judgment has been (a) duly apostilled by the competent authority of the jurisdiction of the
issuing court, in case of jurisdiction that are party to the Hague Convention for Abolishing the
Requirement of Legalization for Foreign Public Documents dated October 5, 1961 (the "Hague
Apostille Convention"), or (b) certified by Peruvian consular authorities, in case of jurisdiction
that are not party to the Hague Apostille Convention, and, in each case, is accompanied by a
certified and officially translated copy of such judgment into Spanish by a Peruvian certified
translator; and
the applicable court taxes or fees have been paid.
v

We have no reason to believe that any of our obligations relating to the notes would be contrary to Peruvian
public policy (orden público), good morals (buenas costumbres) 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 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
or such persons could 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 Cogency Global Inc., 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
This listing memorandum contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements appear throughout this listing memorandum,
principally in "Summary," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business", and 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,", "predicts," "targets," "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;
our ability to successfully identify, consummate, integrate, or achieve the benefits from our past and future
acquisitions;
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;
vii

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
the factors discussed under the section entitled "Risk Factors" in this listing memorandum.
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 and various other factors, many of which are
beyond our ability to control or predict and may turn out to be wrong. 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 this listing memorandum to (i)
"S/" and "soles" are to Peruvian soles, the official currency of Peru, (ii) "US$," "dollars" and "U.S. dollars" are to
United States dollars, the official currency of the United States and (iii) "Bs." are to the boliviano, the official
currency of the Plurinational State of Bolivia. 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 this listing memorandum from soles into U.S. dollars for figures as of
December 31, 2018 using the rate as specified by the SBS as of December 31, 2018 of S/ 3.379 to US$1.00. These
translations should not be considered representations that any such 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 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 sol and the U.S. dollar, see "Exchange
Rates." The Federal Reserve Bank of New York does not report a noon buying rate for soles.

Financial and Other Information

Currency and accounting standards

Our consolidated financial statements and related notes included in this listing memorandum have been
prepared in soles and in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board ("IASB").

This listing memorandum includes our audited consolidated statements of financial position as of December 31,
2018, 2017 and 2016 and our results of operations for the years ended December 31, 2018, 2017 and 2016 (our
"audited consolidated financial statements"). Our financial information as of December 31, 2018, 2017 and 2016
and for the years ended December 31, 2018, 2017 and 2016 included in this listing memorandum has been derived
from such audited consolidated financial statements.

Our audited consolidated financial statements included in this listing memorandum have been audited by
Paredes, Burga & Asociados, a member firm of Ernst & Young Global, independent auditors, as indicated in their
reports appearing herein.

Comparability of our results of operations

Fino and SAO Acquisitions. The comparability of our results of operations is affected by our acquisition of
Industrias de Aceite S.A. ("Fino") in May 2018 and our acquisition of Sociedad Aceitera del Oriente S.R.L.
("SAO") in July 2018. Our audited consolidated financial statements for periods prior to the respective dates of the
acquisitions do not include the results of Fino and SAO and therefore are not comparable to our results for periods
after such dates. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--
Note Regarding Comparability of Our Results of Operations" and Note 3 to our audited consolidated financial
statements.

Intradevco Acquisition. Furthermore, our future results of operations will be affected by our acquisition of
Tecnologia Aplicada S.A., which occurred on January 31, 2019, through which we acquired (i) 99.8% of the
common shares of Intradevco Industrial S.A., (ii) 98.7% of the common shares of Intradevco S.A. and (iii) 100% of
the common shares of Atlantis S.A. (collectively, "Intradevco"). While the Intradevco acquisition is significant in
its purchase price and market expansion, it represented an acquisition of a subsidiary whose significance is less than
20.0% when measured in terms of the investment, asset and income tests used to determine a significant subsidiary
under Rule 1-02 of Regulation S-X. Accordingly, no separate financial statements for Intradevco are included in
this listing memorandum nor any pro forma consolidated financial statements due to the immaterial impact of the
acquisition on us as a whole. See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Note Regarding Comparability of Our Results of Operations" and Note 40 to our audited consolidated
financial statements.
ix