Obligation Andean Investment Holdings 11% ( USP0323NAC67 ) en USD

Andean Investment Holdings

100 % ▼

Pérou

USP0323NAC67 ( en USD )

11% par an ( paiement semestriel )

12/11/2020 - Obligation échue

Prospectus brochure de l'obligation Andino Investment Holding USP0323NAC67 en USD 11%, échue

10 000 USD

115 000 000 USD

P0323NAC6

N/A

Andino Investment Holding est une société d'investissement privée axée sur les marchés émergents d'Amérique latine, spécialisée dans les investissements directs et les participations dans des entreprises à fort potentiel de croissance.

L'Obligation émise par Andean Investment Holdings ( Pérou ) , en USD, avec le code ISIN USP0323NAC67, paye un coupon de 11% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/11/2020

OFFERING MEMORANDUM

US$115,000,000

ANDINO INVESTMENT HOLDING S.A.A.
11.000% Senior Notes due 2020
http://www.oblible.com
________________
We are offering US$115,000,000 aggregate principal amount of our 11.000% senior notes due 2020. The notes will mature at par on
November 13, 2020. The notes will accrue interest at a rate of 11.000% per year. We will pay interest on the notes semi-annually in arrears on May
13 and November 13 of each year, commencing on May 13, 2014.
We may redeem the notes, in whole but not in part, on or after November 13, 2016 at the applicable redemption prices set forth in this
offering memorandum, plus accrued and unpaid interest. Before November 13, 2016, we may also redeem the notes, in whole but not in part, at a
redemption price based on a "make-whole" premium, plus accrued and unpaid interest. In addition, prior to November 13, 2016, we may redeem up
to 35% of the notes at a redemption price equal to 111.000% of their principal amount, plus accrued and unpaid interest, using the proceeds of certain
equity offerings. In the event of certain changes in the applicable withholding tax treatment relating to payments on the notes, we may redeem the
notes in whole, but not in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date.
If a specified change of control event as described in this offering memorandum occurs that results in a ratings decline, unless we have
previously exercised our option to redeem the notes, we will be required to offer to purchase the notes at 101% of their principal amount, plus
accrued and unpaid interest.
The notes will be fully and unconditionally guaranteed (each, a "guarantee") on a senior unsecured basis by certain of our current and
future subsidiaries. We refer to these subsidiaries as the "guarantors." The notes and the related guarantees (i) will rank equal in right of payment
with all of our and the guarantors' existing and future senior unsecured indebtedness (other than obligations preferred by statute or by the operation
of law); (ii) will be effectively junior to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness; and (iii) will be structurally subordinated to all of the existing and future liabilities of each of our subsidiaries that do not
guarantee the notes.
There is currently no public market for the notes. Application has been made to list the notes on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page 18 for a discussion of
certain risks that you should consider in connection with an investment in the notes.
________________
Offering price: 100% plus accrued interest, if any, from November 13, 2013.
________________
We have not and will not register the notes (or the guarantees) under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
under any state securities laws or the securities laws of other jurisdictions except as set forth in the next paragraph. We are offering the notes solely
(1) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (2) to persons outside the United States in compliance
with Regulation S under the Securities Act. See "Transfer Restrictions."

Application has been made to register the notes with the Foreign Investment and Derivative Instruments Registry (Registro de
Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo Extranjeros) of the Peruvian Banks, Insurance and Private Pension Fund
Managers Superintendency (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones, or "SBS") in order to make
the notes eligible for investment by private pension funds as required by Peruvian law. The notes may not be offered or sold in Peru or 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 November 13, 2013.
This Offering Memorandum constitutes a Prospectus for the purpose of Luxembourg law dated July 10th, 2005 on Prospectus for
Securities, as amended. This Prospectus may only be used for the purposes it has been published.
________________
Joint Book-Running Managers and Joint Lead Managers
BofA Merrill Lynch
Goldman, Sachs & Co.
Joint Lead Manager
Credicorp Capital
Peruvian Local Placement Agent
Credibolsa SAB S.A.
The date of this offering memorandum is November 28, 2013

TABLE OF CONTENTS

Page
Page

Forward-Looking Statements .................................... v
Business ................................................................... 70
Service of Process and Enforceability of Civil
Management ............................................................ 97
Liabilities ........................................................... vii
Principal Shareholders ........................................... 101
Presentation of Financial and Certain Other
Related-Party Transactions .................................... 102
Information ......................................................... ix
Description of Notes .............................................. 103
Summary.................................................................... 1
Book-Entry, Delivery and Form ............................ 154
Risk Factors ............................................................. 18
Taxation ................................................................. 156
Use of Proceeds ....................................................... 34
Plan of Distribution ............................................... 160
Exchange Rate Information ..................................... 35
Transfer Restrictions .............................................. 166
Capitalization ........................................................... 36
Legal Matters ......................................................... 169
Selected Financial Data ........................................... 37
Independent Auditors ............................................ 169
Management's Discussion and Analysis of
Listing and General Information............................ 170
Financial Condition and Results of Operations.. 41
Index to Financial Statements ................................ F-1
Regulatory Matters .................................................. 64

Neither we nor the initial purchasers have authorized anyone to provide you with any information
other than that contained in this offering memorandum. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. We and the initial
purchasers are offering to sell the notes only in jurisdictions where offers and sales are permitted.

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, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this offering memorandum nor any sale 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.
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.
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 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 offering memorandum, the initial purchasers accept no liability in relation to the
information contained in this offering memorandum or its distribution or with regard to any other information
supplied by us or on our behalf.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. 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 must obtain any consent,
approval or permission required for your purchase, offer or sale of the notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither us nor
any of the initial purchasers will have any responsibility therefor.
You acknowledge that:
i

·
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.
The notes offered through this offering memorandum are subject to restrictions on transferability and
resale, and may not be transferred or resold in the United States except as permitted under the Securities Act and
applicable United States state securities laws pursuant to registration under, or exemption from, such laws. By
purchasing the notes, you will be deemed to have made certain acknowledgments, representations, restrictions and
agreements as set forth under "Transfer Restrictions."
You should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time. In making an investment decision, prospective investors must rely on their examination of us and the
terms of this offering, including the merits and risks involved. These notes have not been approved or recommended
by any United States federal or state securities commission or any other United States, Peruvian or other regulatory
authority. Furthermore, the foregoing authorities have not passed upon or endorsed the merits of the offering or
confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a
criminal offense in the United States.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, prospective investors (and each of their employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the United States federal income tax treatment and
tax structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided
to them relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant
to the United States federal income tax treatment of the offering.
Neither we, the initial purchasers nor any of our or their respective affiliates or representatives are making
any representation to any offeree or purchaser of the notes offered hereby regarding the legality of any investment
by such offeree or purchaser under any applicable law. Each prospective investor should consult with its own
advisors as to legal, tax, business, financial and related aspects of a purchase of the notes.

NOTICE TO RESIDENTS OF NEW HAMPSHIRE
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") 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 OF NEW HAMPSHIRE 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 A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
ii

PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO RESIDENTS OF PERU
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH OR APPROVED BY THE
PERUVIAN CAPITAL MARKETS SUPERINTENDENCY (SUPERINTENDENCIA DEL MERCADO DE
VALORES OR "SMV") OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA OR "BVL").
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 THAT ANY PARTICULAR OFFER
MAY QUALIFY AS PRIVATE IF IT IS DIRECTED EXCLUSIVELY TO INSTITUTIONAL INVESTORS.
THE NOTES ARE EXPECTED TO BE REGISTERED IN THE FOREIGN INVESTMENT AND
DERIVATIVE INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE
OPERACIONES DE COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS SO THAT PERUVIAN PRIVATE
PENSION FUNDS MAY INVEST IN THE NOTES, AS REQUIRED BY PERUVIAN LAW.

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 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 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.
Neither the issuer, the guarantors 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, 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.

AVAILABLE INFORMATION
For so long as any notes are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, we will, during any period in which we are neither subject to 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, provide to any holder or beneficial owner of such restricted securities or to any
prospective purchaser or subscriber of such restricted securities 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 to such persons pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).
Our common shares are registered with the Public Registry of Securities (Registro Público del Mercado de
Valores) of the SMV and are listed on the Lima Stock Exchange (Bolsa de Valores de Lima). Accordingly, as long
as our common shares are registered and listed therein, we are required to furnish certain information, including
quarterly, annual and current reports (hechos de importancia), to the SMV and the Lima Stock Exchange. Such
information is not incorporated by reference in this offering memorandum, and the initial purchasers do not assume
any responsibility for the accuracy or completeness of or for updating any such information made publicly available
by the issuer.
iii

iv

FORWARD-LOOKING STATEMENTS
This offering memorandum contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These
statements appear throughout this offering memorandum, 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. Forward-looking statements include, but are not limited to, statements regarding our or
our officers' intent, belief or current expectations with respect to, among other things, the use of proceeds of the
offering, our financing plans, trends affecting our business, the impact of competition and future plans and
strategies. These statements reflect our views with respect to such matters and are subject to risks, uncertainties and
assumptions, including, among other factors:
·
global macroeconomic conditions, including economic, political and social conditions in Peru;
·
major changes in Peruvian government policies at the national, regional or municipal levels, including
in connection with infrastructure concessions and investments in infrastructure;
·
interest rate fluctuations, inflation and devaluation or appreciation of the nuevo sol in relation to the
U.S. dollar (or other currencies in which we receive revenue);
·
reforms to Peruvian tax laws, including recent reforms related to the Peruvian income tax, value added
tax, and tax code that have recently been approved, which may increase our overall costs;
·
social conflicts in Peru that could disrupt infrastructure projects, including terrorism and labor unrest;
·
significant competition in each of our markets, as well as the entry of new competitors into the market
we serve;
·
the loss of a shipping line as a client, which would result in the loss of cargo transport fees stemming
from that line;
·
performance under contracts, where a failure to meet schedules, cost estimates or performance targets
on a timely basis could result in reduced profit margins or losses and impact our reputation;
·
our dependence on levels of foreign trade, mining, and construction activities;
·
the risk that we may not be successful in obtaining new concessions due to competition, or debarment
from government bidding processes;
·
our ability to obtain financing on favorable terms;
·
our ability to recover on claims against clients for payment, as well as obtain distributions from our
subsidiaries;
·
developments, some of which may be beyond our control, that affect our reputation in our markets,
including a deterioration in our safety record, our record of on-time delivery, and our reputation for
reliability;
·
unpredictable natural disasters, such as floods and earthquakes;
v

·
our exposure to potential liability claims and contract disputes, including litigation relating to labor,
environmental issues, and health and safety matters, among others; and
·
our ability to retain and attract skilled employees.
The words "believe," "could," "may," "estimate," "continue," "potential," "anticipate," "intend," "expect,"
"will," "should" and "plan," among others, are intended to identify forward-looking statements. Forward-looking
statements speak only as of the date they were made and neither we nor the initial purchasers undertake to update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking information, events and circumstances
discussed in this offering memorandum might not occur. Any such forward-looking statements are not guarantees of
future performance. As a result, prospective investors should not make an investment decision based on the
forward-looking statements contained in this offering memorandum.
vi

SERVICE OF PROCESS AND ENFORCEABILITY 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 offering
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 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 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 fulfils 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 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 or 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
vii

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 and the guarantors will appoint CT Corporation System, as agent to receive service of process under
the indenture governing the Notes, including with respect to any action brought against us or any guarantor 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.
viii

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Certain Definitions
All references to "we," "us," "our," "our company," "AIH" and "Andino Investment Holding" in this
offering memorandum are to Andino Investment Holding S.A.A, a publicly-held corporation (sociedad anónima
abierta) organized under the laws of Peru and, unless otherwise indicated or the context requires otherwise, its
consolidated subsidiaries.
The term "U.S. dollar" and the symbol "US$" refer to the legal currency of the United States; and the term
"nuevo sol" or "nuevos soles" and the symbol "S/." refer to the legal currency of Peru.
Financial Information
Our consolidated financial statements 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 annual audited consolidated financial statements included in this
offering memorandum have been audited in accordance with International Accounting Standards as approved by the
Board of Deans of the Public Accountants Professional Association (Junta de Decanos del Colegio de Contadores
Públicos del Perú). Our audited consolidated financial statements as of and for the years ended December 31, 2010,
2011 and 2012, as well as our unaudited condensed interim financial statements as of and for the six months ended
June 30, 2013 are included as part of this offering memorandum.
Non-GAAP Measures
In this offering memorandum, we present Adjusted EBITDA, which is a financial measure not recognized
under IFRS. We define Adjusted EBITDA as profit (loss) for the period plus, without duplication, income tax,
exchange difference, net, financial cost, depreciation and amortization, less the non-cash portion of profit (loss)
attributable to jointly controlled businesses. A financial measure not in conformity with IFRS is generally defined as
one that purports to measure financial performance, financial position or cash flows but excludes or includes
amounts that would not be so adjusted in the most comparable IFRS measure. We present Adjusted EBITDA
because we believe it provides the reader with a supplemental measure of the financial performance of our core
operations that facilitates period-to-period comparisons on a consistent basis. Our management also uses Adjusted
EBITDA from time to time, among other measures, for internal planning and performance measurement purposes.
Adjusted EBITDA should not be construed as an alternative to profit or operating profit, as indicator of operating
performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each
case, as determined in accordance with IFRS). Adjusted EBITDA, as calculated by us, may not be comparable to
similarly titled measures reported by other companies. For a calculation of Adjusted EBITDA and a reconciliation of
Adjusted EBITDA to the most directly comparable IFRS financial measure, see "Selected Financial Data."
Convenience Translation
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/.2.783 to US$1.00, which was the exchange rate reported on June 30, 2013, 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 convenience of the reader 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 Rate Information" 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.
ix