Obbligazione AES Generación S.A. 8.375% ( USP0607LAA19 ) in USD

Emittente AES Generación S.A.
Prezzo di mercato refresh price now   100 USD  ▼ 
Paese  Cile
Codice isin  USP0607LAA19 ( in USD )
Tasso d'interesse 8.375% per anno ( pagato 2 volte l'anno)
Scadenza 17/12/2073



Prospetto opuscolo dell'obbligazione AES Gener S.A USP0607LAA19 en USD 8.375%, scadenza 17/12/2073


Importo minimo 200 000 USD
Importo totale 450 000 000 USD
Cusip P0607LAA1
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating N/A
Coupon successivo 18/12/2025 ( Domani )
Descrizione dettagliata AES Gener S.A. è una società energetica internazionale che opera principalmente in Cile e Colombia, producendo e distribuendo energia elettrica da diverse fonti rinnovabili e non rinnovabili.

Le bond del AES Gener S.A. (ISIN: USP0607LAA19, CUSIP: P0607LAA1), emesso in Cile per un ammontare totale di 450.000.000 USD, con scadenza il 17/12/2073, offre un rendimento annuo del 8,375% in USD, un rating S&P di BB, un prezzo di mercato attuale del 100%, un taglio minimo di 200.000 USD e pagamenti di cedola semestrali.








OFFERING MEMORANDUM

U.S.$450,000,000
AES Gener S.A.
8.375% Junior Subordinated Capital Notes due 2073

Interest payable on June 18 and December 18

We are offering U.S.$450,000,000 aggregate principal amount of our 8.375% junior subordinated capital notes due 2073 (the "notes").
The notes will mature on December 18, 2073 (the "Maturity Date"). However, at our option, we may redeem the notes, in whole but not in part,
on the First Reset Date and any Interest Payment Date (as both are defined herein) thereafter, at their aggregate principal amount, together with
any accrued and unpaid interest to, but excluding, the First Reset Date or the relevant Interest Payment Date and any Arrears of Interest (as
defined herein). We may also redeem the notes, in whole but not in part, upon the occurrence of a Withholding Tax Event, a Substantial
Repurchase Event, a Ratings Methodology Event or a Tax Deductibility Event at the applicable Early Redemption Price as set forth in this
offering memorandum. Subject to our right to defer payment, interest on the notes will be payable semi-annually in arrears on June 18 and
December 18 of each year, beginning on June 18, 2014.
As more fully described in this offering memorandum, we may defer interest payments on the notes for any period of time; provided
that any such deferred payments will themselves bear interest at the same rate as the principal amount of the notes and will become due and
payable on the Mandatory Settlement Dates (as defined herein).
The notes will bear interest on their principal amount from (and including) the Issue Date (as defined herein) to, but excluding, the
First Reset Date at a rate of 8.375% per annum. Thereafter, from and including the First Reset Date to, but excluding, the Maturity Date, for each
Reset Period (as defined herein), the notes will bear interest at a rate equal to the relevant 5 year Swap Rate (as defined herein), plus (a) in respect
of the Reset Period commencing on the First Reset Date: 6.820%; (b) in respect of the Reset Periods commencing on June 18, 2024, June 18,
2029 and June 18, 2034: 7.070%; (c) in respect of any other Reset Period: 7.820%.
The notes will constitute unsecured, deeply subordinated obligations. The claims of holders under the notes are intended to be senior
only to claims of holders of our Common Shares (as defined herein). We currently have no securities outstanding that rank junior to the notes
other than our Common Shares. In addition, the notes will be structurally subordinated to all existing and future unsecured and unsubordinated
debt and other liabilities (including trade payables) of our operating subsidiaries.
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. This offering memorandum constitutes a prospectus for the purposes of Luxembourg law dated July 10, 2005 on Prospectuses for
Securities as amended.
Investing in the notes involves risks. See "Risk Factors" beginning on page 13.

Price: 100% plus accrued interest, if any, from December 18, 2013.

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").
Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the notes may be relying on an exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. Outside the United States, the offering is being
made in reliance on Regulation S under the Securities Act.
The notes may not be publicly offered or sold, directly or indirectly, in the Republic of Chile ("Chile"), or to any resident of Chile. The notes will
not be registered under Law No. 18,045, as amended, (the securities market law of Chile) with the Superintendency of Securities and Insurance
(Superintendencia de Valores y Seguros or "SVS") and, accordingly, the notes cannot and will not be offered or sold to persons in Chile except in
circumstances which have not resulted and will not result in a public offering under Chilean law, and in compliance with Rule (Norma de
Carácter General) No. 336, dated June 27, 2012, issued by the SVS ("Rule 336"). Pursuant to Rule 336, the notes may be privately offered in
Chile to certain "qualified investors," identified as such therein (which in turn are further described in Rule No. 216, dated June 12, 2008, of the
SVS).
Delivery of the notes in book-entry form is expected on December 18, 2013, through the facilities of The Depository Trust Company
("DTC") and 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, Luxembourg").

Sole Structuring Agent

Citigroup

Joint Bookrunners
Citigroup
Goldman, Sachs & Co.


Co-Managers

Deutsche Bank Securities
Mitsubishi UFJ Securities
SMBC Nikko

The date of this offering memorandum is December 11, 2013.







Table of Contents
Page
ENFORCEMENT OF FOREIGN JUDGMENTS ........................................................................................................iv
AVAILABLE INFORMATION ................................................................................................................................... v
FORWARD-LOOKING STATEMENTS ....................................................................................................................vi
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .................................................. viii
GLOSSARY .................................................................................................................................................................xi
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 6
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA ............................................................. 10
RISK FACTORS ......................................................................................................................................................... 13
EXCHANGE RATES .................................................................................................................................................. 31
EXCHANGE CONTROLS ......................................................................................................................................... 35
USE OF PROCEEDS .................................................................................................................................................. 39
CAPITALIZATION .................................................................................................................................................... 40
SELECTED CONSOLIDATED FINANCIAL DATA ............................................................................................... 41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 46
BUSINESS ................................................................................................................................................................ 104
REGULATORY OVERVIEW .................................................................................................................................. 137
MANAGEMENT & EMPLOYEES .......................................................................................................................... 147
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 151
RELATED PARTY TRANSACTIONS .................................................................................................................... 152
DESCRIPTION OF THE NOTES ............................................................................................................................. 153
TAXATION .............................................................................................................................................................. 175
PLAN OF DISTRIBUTION ...................................................................................................................................... 183
TRANSFER RESTRICTIONS .................................................................................................................................. 189
LEGAL MATTERS .................................................................................................................................................. 191
INDEPENDENT AUDITORS .................................................................................................................................. 191
LISTING AND GENERAL INFORMATION .......................................................................................................... 191
FINANCIAL STATEMENTS ................................................................................................................................... F-1

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"AES Gener," "we," "us," "our," "our company," the "Company" and "ourselves" mean AES Gener S.A. and its
subsidiaries on a consolidated basis.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes described in this offering memorandum. This offering memorandum does not constitute an offer to any
other person or the public generally to subscribe for or otherwise acquire notes, and any person retained to advise
such prospective investor with respect to any disclosure of any of the contents of this offering memorandum,
without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this offering
memorandum, agrees to the foregoing. This offering memorandum may only be used for the purposes for which it
has been published.
This offering memorandum has been prepared by us, and we are solely responsible for its contents.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future.
Neither we nor the initial purchasers are making an offer to sell 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 your
jurisdiction and you must obtain any consent, approval or permission required of you for the purchase, offer or sale
i



of the notes under the laws and regulations in force in your jurisdiction to which you are subject or in which you
make such purchase, offer or sale, and neither we nor the initial purchasers will have any responsibility therefor.
You acknowledge that:

you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in
this offering memorandum;

you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents, in connection with your investigation of the accuracy of such information or
your investment decision; and

no person has been authorized to give any information or to make any representation concerning us or the
notes other than those as set forth in this offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. By purchasing notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in this offering
memorandum. The notes are subject to restrictions on transfer and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities laws. 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. Prospective investors should not
construe anything in this offering memorandum as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted
to purchase the notes under applicable legal, investment or similar laws or regulations.
None of the United States Securities and Exchange Commission (the "SEC"), any United States state
securities commission or any other regulatory authority has approved or disapproved of these securities or
determined if this offering memorandum is truthful or complete. Any representation to the contrary is a criminal
offense.
We confirm that, after having made all reasonable inquiries, this offering memorandum contains all
information with regard to us and the notes that is material to the offering and sale of the notes, that the information
contained in this offering memorandum is true and accurate in all material respects and is not misleading and that
there are no omissions of any facts from this offering memorandum which, by their absence herefrom, make this
offering memorandum misleading. We accept responsibility for the information contained in this offering
memorandum regarding us and the notes.


NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
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 THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
ii



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 CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO CHILEAN INVESTORS
RULE 336 OF THE CHILEAN SUPERINTENDENCY OF SECURITIES AND INSURANCE
DISCLAIMER
LA OFERTA PRIVADA DE ESTOS BONOS SE INICIA EL DÍA 25 DE NOVIEMBRE DE 2013 Y
SE ACOGE A LAS DISPOSICIONES DE LA NORMA DE CARÁCTER GENERAL Nº 336 DE LA
SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE ("SVS"). ESTA OFERTA VERSA SOBRE
VALORES NO INSCRITOS EN EL REGISTRO DE VALORES O EN EL REGISTRO DE VALORES
EXTRANJEROS QUE LLEVA LA SVS, POR LO QUE TALES VALORES NO ESTÁN SUJETOS A LA
FISCALIZACIÓN DE ÉSTA. POR TRATARSE DE VALORES NO INSCRITOS EN CHILE NO EXISTE
LA OBLIGACIÓN POR PARTE DEL EMISOR DE ENTREGAR EN CHILE INFORMACIÓN PÚBLICA
RESPECTO DE LOS MISMOS. ESTOS VALORES NO PODRÁN SER OBJETO DE OFERTA PÚBLICA
EN CHILE MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES
CORRESPONDIENTE.


The notes will be available initially only in book-entry form. We expect that the notes will be issued in the
form of one or more registered global notes. The global notes will be deposited with, or on behalf of, DTC and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by
DTC and its participants. The global notes offered under Regulation S under the Securities Act, if any, are to be
deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through Euroclear or
Clearstream, Luxembourg. After the initial issuance of the global notes, certificated notes may be issued in
registered form only in very limited circumstances, which shall be in minimum denominations of U.S.$2,000 and
integral multiples of U.S.$1,000. See "Description of the Notes" for further discussion of these matters.



iii



ENFORCEMENT OF FOREIGN JUDGMENTS
We are a sociedad anónima abierta, or a publicly traded open stock corporation, organized under the laws
of the Republic of Chile, ("Chile"). Only four of our seven directors reside in the United States. All of our
executive officers and certain of the experts named herein reside in Chile. In addition, all or a substantial portion of
our assets and the assets of our directors and officers are located outside the United States. As a result, except as
explained below, it may not be possible for investors to effect service of process within the United States upon such
persons, or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of
the federal securities laws of the United States or otherwise obtained in U.S. courts.
We have been advised by Claro & Cia., our special Chilean counsel, that no treaty exists between the
United States and Chile for the reciprocal enforcement of foreign judgments. Chilean courts would enforce
judgments rendered by U.S. courts by virtue of the legal principles of reciprocity and comity, subject to review in
Chile of any such U.S. judgment in order to ascertain whether certain basic principles of due process and public
policy have been respected, without reviewing the merits of the subject matter. If a U.S. court grants a final
judgment, enforceability of this judgment in Chile will be subject to obtaining the relevant exequatur decision from
the Supreme Court of Chile (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil
procedure law in force at that time and satisfying certain legal requirements. Currently, the most important of these
requirements are:

the existence of reciprocity, absent which the foreign judgment may not be enforced in Chile;

the absence of any conflict between the foreign judgment and Chilean law (excluding for this purpose the
laws of civil procedure) and public policy;

the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the
same facts and circumstances;

the Chilean court's determination that the U.S. courts had jurisdiction, that process was appropriately
served on the defendant and that the defendant was afforded a real opportunity to appear before the court
and defend its case; and

the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment
was rendered.
We have been advised by Claro & Cia., that there is doubt as to the enforceability, in original actions in
Chilean courts, of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in
Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the
U.S. federal securities laws.
We have appointed CT Corporation System as our authorized agent upon which process may be served in
any action which may be instituted in any United States federal or state court having subject matter jurisdiction in
the Borough of Manhattan, The City of New York, New York, arising out of or based upon the indenture governing
the notes or the notes. See "Description of the Notes."
iv



AVAILABLE INFORMATION
AES Gener is a sociedad anónima abierta, or an open stock corporation, organized under the laws of Chile.
Our principal executive offices are located at Rosario Norte 532, 19th Floor, Las Condes, Santiago, Chile, and our
telephone number at that address is (56-2) 2686-8900. Our website is www.aesgener.com.
AES Gener is an issuer in Chile of securities registered with the Superintendencia de Valores y Seguros, the
Chilean Superintendency of Securities and Insurance, or "SVS." Shares of our common stock are traded on the
Bolsa de Comercio de Santiago--Bolsa de Valores, or the Santiago Stock Exchange, the Bolsa Electrónica de
Chile--Bolsa de Valores, or Electronic Stock Exchange, and the Bolsa de Corredores--Bolsa de Valores, or the
Valparaiso Stock Exchange, which we jointly refer to as the "Chilean Stock Exchanges," under the symbol
"AESGENER." Accordingly, we are currently required to file quarterly and annual reports in Spanish and issue
hechos esenciales o relevantes (notices of essential or material events) to the SVS, and provide copies of such
reports and notices to the Chilean Stock Exchanges. All such reports are available at www.svs.cl and
www.aesgener.com.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference in, and do not constitute a part of, this offering memorandum.
v



FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this offering memorandum, certain matters discussed
herein, including without limitation under "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contain forward-looking statements, within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Although we believe that in making any such statements our expectations are based
on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. When used in this offering memorandum, the words
"anticipates," "believes," "expects," "intends" and similar expressions, as they relate to us or our management, are
intended to identify such forward-looking statements. These forward-looking statements are subject to numerous
risks and uncertainties. There are important factors that could cause actual results to differ materially from those in
forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include,
among other things:

political, economic, regulatory and demographic developments in Chile, Colombia, Argentina and other
countries where we and our equity-method investee currently do business or may do business in the future;

changes in our regulatory environment, including the costs of complying with electricity, utility and
environmental regulations;

the nature and extent of future competition in our and our equity-method investee's principal markets;

factors which may increase the cost or delay the construction or commencement of operations of our new
facilities;

the uncertainties of current, pending and threatened litigation;

trends affecting our and our equity-method investee's financial condition or results of operations;

inflation and exchange rate instability and government measures to control inflation and exchange rates;

our and our equity-method investee's ability to implement capital investment programs, including the
ability to arrange financing where required, and to complete contemplated refinancings;

changes in the prices and availability of coal, gas and other fuels (including our ability to have fuel
transported to our facilities) and the success of our risk management practices, such as our ability to hedge
our exposure to such market price risk, and our ability to meet credit support requirements for fuel and
power supply contracts;

our dividend policy;

our ability to manage our operation and maintenance costs;

our ability to collect accounts receivables from our customers;

the different reporting requirements and protections we have, compared with similar companies based in
the U.S.;

our relationship with our employees and their unions;

our ability to enter into long-term contracts, which limit volatility in our results of operations and cash
flow, such as power purchase agreements, fuel supply, and other agreements and to manage counterparty
credit risk in these agreements;

variations in weather and hydrological conditions in the areas in which we operate;

the impact of any unavailability of our power generation units;
vi




our ability to keep up with advances in technology;

the potential effects of threatened or actual acts of terrorism and war;

disruptions caused by earthquakes, tsunamis, floods or other natural disasters;

our ownership by AES Corporation;

the expropriation or nationalization of our businesses or assets, whether with or without adequate
compensation;

changes in tax laws and the effects of our strategies to reduce tax payments;

our ability to maintain adequate insurance;

a cross-acceleration or cross-default under our debt financing arrangements;

loss of market share or changes in the pricing environments in the industry in which we operate; and

the notes being subordinated in payment to our senior creditors.
Some of these factors are discussed under "Risk Factors," but there may be other risks and uncertainties not
discussed under "Risk Factors" or elsewhere in this offering memorandum that may cause actual results to differ
materially from those in forward-looking statements.
We cannot assure you that any of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what impact they will have on our results of operations or financial condition. We do
not intend, and undertake no obligation, to publicly revise any forward-looking statements that have been made to
reflect the occurrence of events after the date hereof. Accordingly, readers are cautioned not to place undue reliance
on the forward-looking statements.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.
vii



PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, the annual audited financial information in this offering memorandum with
respect to 2012, 2011 and 2010 has been derived from financial statements that have been prepared in accordance
with International Financial Reporting Standards ("IFRS"). Our audited consolidated financial statements present
our consolidated financial position as of December 2012 and 2011 and comprehensive income for the years ended
December 31, 2012, 2011, and 2010 together with the notes thereto (collectively, our "audited consolidated financial
statements").
Our unaudited interim consolidated financial statements included in this offering memorandum present our
consolidated financial position as of September 30, 2013 and comprehensive income for the three and nine-month
periods ended September 30, 2013 and 2012, together with the notes thereto (collectively, our "unaudited interim
consolidated financial statements"). Our earnings for the nine-month period ended September 30, 2013 are not
necessarily indicative of results to be expected for the year ended December 31, 2013 or any future period. We refer
to our audited consolidated financial statements and our unaudited interim consolidated financial statements as our
"consolidated financial statements."
We disclose in this offering memorandum our so-called non-GAAP financial measures, primarily Adjusted
EBITDA and Adjusted Operating Income. Adjusted EBITDA, Adjusted Operating Income and our other key
performance indicators, as we calculate them, may not be comparable to similarly titled measures reported by other
companies. Together with the other key performance indicators listed in this offering memorandum, they serve as
additional indicators of our operating performance and are not required by, or presented in accordance with, IFRS.
They are not intended as a replacement for, or alternatives to, measures such as cash flows provided by operating
activities and operating income as defined and required under IFRS.
We believe that Adjusted EBITDA and Adjusted Operating Income are measures commonly used by
analysts, investors and peers in our industry. Accordingly, we have disclosed this information to permit a more
complete analysis of our operating performance. For comparison purposes, our management believes that Adjusted
EBITDA and Adjusted Operating Income are useful as objective and comparable measures of operating profitability.
Adjusted EBITDA is calculated as net income plus income tax expense, depreciation and amortization, asset
retirement obligation accretion expense and finance expense less finance income, foreign currency exchange
differences, other gains (losses) (as specified in note 28 to our consolidated financial statements, as defined below)
and the participations in earnings of associates (refer to note 16 to our consolidated financial statements, as defined
below). Adjusted Operating Income is calculated as gross profit plus other operating income less selling, general,
administrative and other operating expenses. Accordingly, our management believes that disclosure of Adjusted
EBITDA and Adjusted Operating Income provides useful information to investors, financial analysts and the public
in their evaluation of our operating performance. Adjusted EBITDA and Adjusted Operating Income and our other
key performance indicators listed in this offering memorandum may not be indicative of our historical results of
operations, nor are they meant to be predictive of future results. Unless otherwise specified, references herein to
"U.S. dollars," "dollars," "$" or "U.S.$" are to United States dollars, references to "peso" or "Ch$" are to Chilean
pesos, the legal currency of Chile, references to "Col$" are to Colombian pesos, the legal currency of Colombia,
references to "Arg$" are to Argentine pesos, the legal currency of Argentina and references to "UF" are to
"Unidades de Fomento." The UF is an inflation indexed, Chilean peso denominated monetary unit that is linked to,
and set daily in advance to reflect changes in, the previous month's consumer price index of the Instituto Nacional
de Estadísticas (the "Chilean National Statistics Institute"). As of December 31, 2012 and as of September 30, 2013,
one UF was equivalent to Ch$22,840.75 and Ch$23,091.03, respectively. Certain numbers included in this offering
memorandum have been subject to rounding adjustments. Accordingly, numbers shown as totals in certain tables
may not be an arithmetic aggregation of the numbers that precede them.
Under IFRS, subsidiaries are consolidated in accordance with IFRS 10 "Consolidated Financial
Statements" from the date of acquisition, which is defined as the date when we obtain control, and continue to be
consolidated until the date when such control ceases. Control is presumed when the investor (a) has power over the
investee; (b) has exposure, or rights, to variable returns from its involvement with the investee; and (c) has the
ability to use its power over the investee to affect the amount of the investor's returns. An investor is considered to
have power over an investee when the investor has existing rights that give it the current ability to direct relevant
activities (i.e. activities that significantly affect the investee's returns). In our case, in general, control over
viii


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